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successor owner of the Building shall be responsible for the maintenance obligations
<br />provided for herein.
<br />3. This Section D shall survive termination of this Agreement.
<br />E. Damages Waiver. Recipient shall not be entitled to any payment or
<br />compensation of any kind from the LRC or the City for lost profits; direct, indirect, or
<br />consequential damages; or costs or expenses of any kind, including but not limited to
<br />costs of extended overhead, arising because of delay, disruption, interference or
<br />hindrance from any cause whatsoever, whether such delay, disruption, interference be
<br />caused by the City or LRC, reasonable or unreasonable, foreseeable or unforeseeable,
<br />or avoidable or unavoidable.
<br />F. Indemnification. To the fullest extent permitted by law, the Recipient
<br />agrees to indemnify and hold harmless the LRC, and its appointed officers and
<br />employees, and the City, and its elected and appointed officers and its employees, from
<br />and against all liability, claims, and demands, on account of any injury, loss, or damage,
<br />which arise out of or are connected with this Agreement or the construction of the Eligible
<br />Improvements, whether by Recipient or Recipient's contractor, if such injury, loss, or
<br />damage is caused by the negligent act, omission, or other fault of the Recipient or any
<br />contractor of the Recipient, or any officer, employee, or agent of the Recipient or
<br />Recipient's contractor, or any other person for whom Recipient is responsible. The
<br />Recipient shall further bear all other costs and expenses incurred by the City, the LRC,
<br />or the Recipient, which are related to any such liability, claims and demands, including
<br />but not limited to court costs, expert witness fees and attorneys' fees if a court determines
<br />that these incurred costs and expenses are related to such negligent acts, errors, and
<br />omissions or other fault of the Recipient or any person for whom Recipient is responsible.
<br />The City and LRC shall be entitled to costs and attorneys' fees incurred in any action to
<br />enforce the provisions of this Section F. The Recipient's indemnification obligation shall
<br />not be construed to extend to any injury, loss, or damage which is caused by the act,
<br />omission, or other fault of the City or the LRC. This Section F shall survive termination of
<br />this Agreement.
<br />G. Miscellaneous.
<br />1. This Agreement shall be governed and construed in accordance with
<br />the laws of the State of Colorado. The exclusive venue for any lawsuit concerning the
<br />subject matter of this Agreement shall be in the District Court for Boulder County,
<br />Colorado. The LRC shall have no obligation to make any payment hereunder during the
<br />pendency of any legal challenge concerning the subject matter of this Agreement.
<br />2. Nothing in this Agreement is intended or shall be construed to create
<br />a joint venture between the Recipient and the LRC and the City, and neither the LRC nor
<br />the City shall never be liable or responsible for any debt or obligation of the Recipient.
<br />3. This Agreement shall inure to the benefit of and shall be binding upon
<br />the LRC and Recipient and their respective successors.
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