HomeMy WebLinkAboutWESTSIDE HOUSING ALTERNATIVE PARKING PLAN - Filed MA-MINOR AMENDMENT - 2020-12-2904/15/2020
MA200020
W. Lindsey
10/05/2020
Confidential – Zipcar, Inc.
Page 1
PARKING AGREEMENT
Effective Date: 9/8/2020
This Agreement consists of this signature page and the following schedules, which are incorporated by reference and made a
part of this Agreement:
Schedule A: Parking Terms and Conditions
Schedule B: General Terms and Conditions
Notices: All notices, requests and demands, and other communications required or permitted under this Agreement will be in
writing and sent to the addresses set forth below. A notice will be deemed effective: (a) upon delivery, if delivered
personally to a party; (b) 1 business day after deposit, if delivered to a nationally recognized courier service offering
guaranteed overnight delivery; or (c) 3 business days after having been deposited in the United States mail, certified mail,
postage prepaid, return receipt requested.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and which
together will constitute one and the same instrument. The signature of any of the parties may be evidenced by a facsimile
copy of this Agreement bearing such signature and such signature will be valid and binding as if an original executed copy of
the Agreement has been delivered.
A duly authorized representative of each party has executed this Agreement as of the Effective Date.
Zipcar, Inc. 801 Shields, LLC
By: _______________________ By: ________________________
Name: Justin Holmes Name: _________________________
Title: VP of Sales, Marketing and Public Policy Title: _________________________
Address: 35 Thomson Place, Boston, MA 02210 Address: 1001-A E Harmony Rd #502, Fort Collins, CO 80525
DocuSign Envelope ID: 4C33F744-FD9F-4889-BB03-50F8D0D7ECFF
Kurt Hoeven
Manager
DocuSign Envelope ID: 580D80CD-0F96-405E-BE5A-D2C7D8283CC0
Confidential – Zipcar, Inc.
Page 2
Schedule A. Parking Terms and Conditions
1. Number of Parking Spaces. Company will make available to Zipcar the following number of parking spaces at
Company’s parking facility indicated below.
Number of Parking
Spaces
Facility Name and Address Monthly Commited Cost*
1 801 S Shields Fort Collins, CO $700.00 per Zipcar vehicle
* At the end of each calendar quarter, Company shall pay Zipcar an amount equal to the minimum monthly
commited cost set forth above for the previous three months. The minimum monthly guarantee will remain in effect for the
term of this Agreement. The Agreement can be terminated with 30 days written notice after the period of six (6) months
following the Effective Date.
2. Parking Space Availability and Use. The location of the parking spaces assigned to Zipcar shall be mutually
agreed by the parties. The parking spaces made available to Zipcar will be used by Zipcar for the purpose of providing car
sharing services to Zipcar members, and Zipcar and its members shall have right to use the parking spaces, including without
limitation the right to park, operate, clean, and otherwise use the Zipcar vehicles. Company shall provide Zipcar, its
members, and its third party personnel with 24x7x365 unrestricted access to the parking space and shall otherwise provide
the same amenities and services it affords to other parking tenants. Zipcar shall have the right to decrease the number of
parking spaces at any time and for any reason, including without limitation for seasonal fleet management purposes, without
penalty by providing thirty (30) days prior notice to Company.
3. Signage. Zipcar shall have the right to place Zipcar signage advertising the Zipcar services in such locations at the
Company’s parking facilities as Zipcar and Company may mutually agree from time to time. At a minimum, Company
agrees that Zipcar may mark off reserved parking spaces assigned to Zipcar by displaying one 12’’ by 18’’ “Tow Zone” sign,
and one 2’by 2’ “Zipcars Live Here” sign at each space.
4. Maintenance. Company shall assign an employee to assist from time to time with the overall administration of the
program’s maintenance (including but not limited to replacing gas cards, vehicle registrations, taking pictures and similar
circumstances). It being understood and agreed that the cost, necessary shuttling, and overall responsibility for maintenance
shall be the sole responsibility of Zipcar. Zipcar will use commercially reasonable efforts to locate and utilize mobile car
cleaners to conduct the cleaning of the Zipcar Vehicles.
5. Administration. Company will assign an administrator who will be the point of contact for billing and confirming
that membership applicants are, in fact, employees who apply for membership.
DocuSign Envelope ID: 4C33F744-580D80CD-FD9F-0F96-4889-405E-BB03-BE5A-50F8D0D7ECFF D2C7D8283CC0
Confidential – Zipcar, Inc.
Page 3
Schedule B. General Terms and Conditions
1.Obligations of the Parties; Relationship of the Parties.
Subject to the terms and conditions of this Agreement, each party
will perform the obligations set forth in Schedule A. The
relationship of the parties to this Agreement is solely that of
independent contractors. Neither party will have any authority to
contract with third parties on behalf of the other party or to
expressly or impliedly represent that it has any such authority, to
any person.
2.Term; Termination. Term of Agreement. The initial term of
this Agreement will commence on the Effective Date and, unless
terminated earlier in accordance herewith, will continue for a
period of six (6) months. This Agreement will thereafter
automatically renew each month for an additional term of one
month unless either party gives the other written notice of
termination at least thirty (30) days prior to the end of the then
current term. If either party breaches this Agreement and fails to
cure such breach within thirty (30) days after receipt of notice of
that breach from the other party then the other party, then the other
party may terminate this Agreement effective as of the end of such
thirty (30) day period. Either party may terminate this Agreement
immediately if the other party (i) ceases to do business in the
ordinary course or (ii) commits an act of bankruptcy (such as a
giving general assignment for the benefit of creditors) or files a
bankruptcy petition which is not vacated within thirty (30) days of
filing. No termination for cause will be deemed a waiver of any
claim for damages by the terminating party. Sections 5, 7, and 8 of
this Agreement shall survive any termination or expiration of this
Agreement.
3. Representations and Warranties Each party represents and
warrants to the other that (i) it has the authority to enter into this
Agreement and is not under any obligation to any third party that
would conflict with this Agreement and (ii) it will comply with all
applicable federal, state and local laws. Zipcar agrees to maintain
the following liability coverage and evidence with a certificate of
insurance: (a) Commercial General Liability in the amount of
$1,000,000 each occurrence and $2,000,000 aggregate; and (b)
Automobile Liability evidenced as $1,000,000, (c) Worker’s
Compensation that meets the jurisdictional requirements up to
$1,000,000 and (d) Commercial Excess Insurance in an amount of
$4,000,000 each occurrence.In addition, Company will supply
Zipcar with a certificate of insurance evidencing, at least,
$1,000,000 of general liability coverage. Company represents,
warrants and covenants that (i) there is no other tenant or occupant
that has or will have any right to use or occupy the parking spaces
assigned to Zipcar on a permanent basis hereunder, once said
spaces are mutually agreed to; provided, however, that if the
vehicles are valet parked, this warranty shall be deemed to have
been met provided Company has at least the agreed upon number
of spaces available for Zipcar vehicles; (ii) it shall deliver the
parking spaces in broom clean condition maintain the parking
spaces in good condition; and (iii) it shall keep and maintain the
portion of the facilities in which the parking spaces are located in
good condition and repair and remove all snow, ice and other
debris therefrom.
4.Publicity. Neither party will use the other party’s name, logos,
trademarks or service marks in any manner without the other
party’s prior written approval. Company hereby gives Zipcar the
Community Development &
Neighborhood Services
281 N. College Ave
Fort Collins, CO 80524
970.221.6689
fcgov.com/DevelopmentReview
Minor Amendment Decision Letter
October 5, 2020
Luke McFetridge
Level Real Estate
P.O. Box 721
Loveland, CO 80539
970-692-1310
luke@level-re.com
Dear Mr. McFetridge
Thank you for application submittal Minor Amendment MA200020. This application has been
received and reviewed in accordance with Section 2.2.10 - Amendments and Change of Use, of
the City of Fort Collins Land Use Code. As of the date of this letter this application has been
Approved.
This final decision of the Director may be appealed to the Planning & Zoning Board, in
accordance with Article II, Division 2.2.10(A)(5) of the Land Use Code, within 14 calendar days
of the date of final action by the Director. This appeal shall be filed at the Development Review
Center located at 281 N College Ave Fort Collins, CO 80524.
Sincerely,
Will Lindsey
Associate City Planner
City of Fort Collins
970-224-6164
wlindsey@fcgov.com
Av e
Birch S t
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Pl
Mant z
Ave
Go r d o n S
Wa y n e S
Dr
Av e
SHIELDS STREET
PARK
LAKE
W Myrtle St
Sunset
Westview
W Coy
Wagner E Coy
W Plum St
Jackson Ave
Scott Ave
W Magnolia St
St
Elizabeth
S Washington Ave
S Grant Ave
S Loomis Ave
North Dr
Meridian Ave
Norte
Del
Ave
Armstrong
Crestmore
Pl
Miller Dr
Ave
Lak
e
side
Pione
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Pl
Dr
Baystone
Aster
St
Daisy
St
Bluebell
St
Columbine
Dr
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CABLE
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VAULT
ELEC
ELEC
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util
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LANDSCAPE
LANDSCAPE
19.6'
9.0'
EAST ROW LINE
OF SOUTH
SHIELDS STREET
PER REC. #95021312
20' WIDE EMERGENCY
ACCESS EASEMENT
5' UTILITY EASEMENT
12' UTILITY
EASEMENT
3' UTILITY EASEMENT
REC. NO. 95010682
EXISTING
WOOD FENCE
TO REMAIN
EXISTING
WOOD FENCE
TO REMAIN
EXISTING
CHAIN LINK
FENCE TO REMAIN
RAIN GARDEN
EXISTING
THREE-STORY
BUILDING
BUILDING
ENTRY
FIXED BIKE RACK
(7 BIKES)
96.7'
35.1'
27.8'
35.5'
EXISTING 8' WALK
LUTHERAN CAMPUS
MINISTRY
ZONED C-C
1109 PLUM
ZONED C-C
ACCESSIBLE
BUILDING
ENTRY
EXIST. WALK
EXIST. CONC.
10' EXISTING SIDEWALK
EXISTING
TREE GRATE,
TYPICAL
19.0'
EXISTING CURB, GUTTER
& STRIPING TO REMAIN
EXISTING 6' ± WALK
EXISTING 5' WALK
22.1'
20.0'
C C C
12
4
19.0'
9.0'
EXISTING
6' WALK
LANDSCAPE
LANDSCAPE
LANDSCAPE
C
6.0'
FIXED BIKE RACK
(7 BIKES)
BUILDING
ENTRY
APPROX.
LOCATION OF
BIKE ROOM
5.8'
17.0'
EXISTING WALL
RAMP
ROCK MULCH
EXISTING
6' WALK
EXIST. WALK
SHIELDS STREET
PLUM STREET
SIDEWALK
CHASE
LANDSCAPE
8.8'
19.0'
20.9'
7.0'
26.9'
25.2'
17.9'
FIXED BIKE RACK
(2 BIKES EA.)
FIXED BIKE RACK
1 DESIGNATED CAR
SHARE SPACES
SIGNAGE FOR CAR
SHARE SPACE TO BE
POSTED ON FENCE
1
SCALE 1" = 10'-0"
0 10' 15' 20'
NORTH
1. REFER TO FINAL UTILITY PLANS FOR EXACT LOCATIONS OF STORM DRAINAGE STRUCTURES, UTILITY MAINS AND SERVICES.
2. REFER TO THE FINAL CIVIL ENGINEERING PLANS FOR DETAILED INFORMATION REGARDING PROPOSED TOPOGRAPHY, UTILITY AND STREET IMPROVEMENTS.
3. REFER TO THE SUBDIVISION PLAT AND UTILITY PLANS FOR EXACT LOCATIONS, AREAS AND DIMENSIONS OF ALL EASEMENTS, LOTS, TRACTS, STREETS, WALKS AND OTHER SURVEY INFORMATION.
4. ALL CONSTRUCTION WITH THIS DEVELOPMENT PLAN MUST BE COMPLETED IN ONE PHASE UNLESS A PHASING PLAN IS SHOWN WITH THESE PLANS.
5. ALL ROOFTOP AND GROUND MOUNTED MECHANICAL EQUIPMENT MUST BE SCREENED FROM VIEW FROM ADJACENT PROPERTY AND PUBLIC STREETS. IN CASES WHERE BUILDING PARAPETS DO NOT
ACCOMPLISH SUFFICIENT SCREENING, THEN FREE-STANDING SCREEN WALLS MATCHING THE PREDOMINANT COLOR OF THE BUILDING SHALL BE CONSTRUCTED. OTHER MINOR EQUIPMENT SUCH AS CONDUIT,
METERS AND PLUMBING VENTS SHALL BE SCREENED OR PAINTED TO MATCH SURROUNDING BUILDING SURFACES.
6. ALL LIGHTING FIXTURE ILLUMINATION LEVELS PROVIDED WITH THE DEVELOPMENT SHALL COMPLY WITH THE FOOT-CANDLE REQUIREMENTS IN SECTION 3.2.4 OF THE LAND USE CODE AND WITH CITY OF FORT
COLLINS LIGHT AND POWER UTILITY REQUIREMENTS. ALL LIGHTING FIXTURES PROVIDED WITH THE DEVELOPMENT SHALL USE A CONCEALED, FULLY SHIELDED LIGHT SOURCE AND SHALL FEATURE SHARP
CUT-OFF CAPABILITY SO AS TO MINIMIZE UP-LIGHT, SPILL LIGHT, GLARE AND UNNECESSARY DIFFUSION.
7. SIGNAGE AND ADDRESSING ARE NOT PERMITTED WITH THESE FINAL PLANS AND MUST BE APPROVED BY SEPARATE CITY PERMIT PRIOR TO CONSTRUCTION. SIGNS MUST COMPLY WITH CITY SIGN CODE UNLESS
A SPECIFIC VARIANCE IS GRANTED BY THE CITY.
8. FIRE HYDRANTS MUST MEET OR EXCEED POUDRE FIRE AUTHORITY STANDARDS. ALL BUILDINGS MUST PROVIDE AN APPROVED FIRE EXTINGUISHING SYSTEM.
9. ALL BIKE RACKS PROVIDED MUST BE PERMANENTLY ANCHORED.
10. ALL SIDEWALKS AND RAMPS MUST CONFORM TO CITY STANDARDS. ACCESSABLE RAMPS MUST BE PROVIDED AT ALL STREET AND DRIVE INTERSECTIONS AND AT ALL DESIGNATED ACCESSABLE PARKING
SPACES. ACCESSABLE PARKING SPACES MUST SLOPE NO MORE THAN 1:48 IN ANY DIRECTION. ALL ACCESSIBLE ROUTES MUST SLOPE NO MORE THAN 1:20 IN DIRECTION OF TRAVEL AND WITH NO MORE THAN
1:48 CROSS SLOPE.
11. ANY DAMAGED CURB, GUTTER AND SIDEWALK EXISTING PRIOR TO CONSTRUCTION, AS WELL AS STREETS, SIDEWALKS, CURBS AND GUTTERS, DESTROYED, DAMAGED OR REMOVED DUE TO CONSTRUCTION OF
THIS PROJECT, SHALL BE REPLACED OR RESTORED TO CITY OF FORT COLLINS STANDARDS AT THE DEVELOPER'S EXPENSE PRIOR TO THE ACCEPTANCE OF COMPLETED IMPROVEMENTS AND/OR PRIOR TO THE
ISSUANCE OF THE FIRST CERTIFICATE OF OCCUPANCY.
12. COMMON OPEN SPACE AREAS AND LANDSCAPING WITHIN RIGHT OF WAYS, STREET MEDIANS, AND TRAFFIC CIRCLES ADJACENT TO COMMON OPEN SPACE AREAS ARE REQUIRED TO BE MAINTAINED BY THE
PROPERTY OWNER. THE PROPERTY OWNER IS RESPONSIBLE FOR SNOW REMOVAL ON ALL ADJACENT STREET SIDEWALKS.
13. FIRE LANE MARKING: A FIRE LANE MARKING PLAN MUST BE REVIEWED AND APPROVED BY THE FIRE OFFICIAL PRIOR TO THE ISSUANCE OF ANY CERTIFICATE OF OCCUPANCY. WHERE REQUIRED BY THE FIRE
CODE OFFICIAL, APPROVED SIGNS OR OTHER APPROVED NOTICES THAT INCLUDE THE WORDS NO PARKING FIRE LANE SHALL BE PROVIDED FOR FIRE APPARATUS ACCESS ROADS TO IDENTIFY SUCH ROADS OR
PROHIBIT THE OBSTRUCTION THEREOF. THE MEANS BY WHICH FIRE LANES ARE DESIGNATED SHALL BE MAINTAINED IN A CLEAN AND LEGIBLE CONDITION AT ALL TIMES AND BE REPLACED OR REPAIRED WHEN
NECESSARY TO PROVIDE ADEQUATE VISIBILITY.
Site Plan Notes:
Land-Use Statistics
Vicinity Map: NORTH
EXISTING ZONING: C-C- COMMUNITY COMMERCIAL
GROSS LAND AREA: 17,990 SF .413 AC
NUMBER OF BUILDINGS: 1
LAND USE: FRATERNITY HOUSE
TOTAL BUILDING GROSS S.F.: 12,508 SF (ESTIMATED)
TOTAL STORIES: 3
PROJECT
LOCATION
HANDICAP PARKING STALL
EASEMENT LINE
PROPERTY LINE
BIKE RACK
Legend:
NOT TO SCALE
Site Plan
1 1
FENCE LINE
Fort Collins, Colorado
WEST SIDE HOUSE
801 South Shields
Fort Collins CO
GROUP
landscape architecture|planning|illustration
444 Mountain Ave.
Behtroud,CO 80513
TEL
WEB
970.532.5891
TBGroup.us
PROJECT TITLE
REVISIONS
ISSUE DATE
SHEET TITLE
SHEET INFORMATION
DATE
SEAL
DATE
PREPARED FOR
SHEET OF
July 30, 2020
801 Shields LLC
1001 A East Harmony
Rd.
Fort Collins CO 80525
GROSS AREA COVERAGE
SQUARE FEET ACRES % OF
BUILDING FOOTPRINT 3,117 0.07 17%
LANDSCAPE AREA 4,575 0.11 27%
PAVED DRIVE AND PARKING 7,639 0.17 42%
SIDEWALKS/HARDSCAPE 2,451 0.06 14%
TOTAL AREA: 17,990 0.413 100%
OFF-STREET PARKING:
FOR EACH FRATERNITY AND SORORITY HOUSE, THERE SHALL BE TWO (2) PARKING
SPACES PER THREE (3) BEDS.
PARKING SPACES REQUIRED *27 (40/ 3 = 13.3 x 2 = 26.67)
ON SITE PARKING SPACES PROVIDED:
STANDARD SPACES (9' X 17') 3
STANDARD SPACES (9' X 19') 8
ACCESSIBLE SPACE (8' X 19') 1
COMPACT PARALLEL (7.5' X 19') 4
CAR SHARE SPACES (8.8' X 19') 2
TOTAL ON SITE 17
STANDARD SPACES ON ADJACENT LOT 10
TOTAL PARKING 27
* PER SECTION 3.2.2(K)(1)(a)(1), THE PROJECT IS PROVIDING THE FOLLOWING DEMAND
MITIGATION ELEMENTS TO REDUCE THE REQUIRED NUMBER OF SPACES:
TRANSIT PASSES FOR EACH TENANT 10% REDUCTION = 2.7 SPACES
BICYCLE & PEDESTRIAN LEVEL OF SERVICE A 10% REDUCTION = 2.7 SPACES
CAR SHARE (1 CAR) 5 SPACES/ 1 CAR SHARE = 5 SPACES
PARKING SPACES REQUIRED W/ REDUCTION 16.6
BICYCLE PARKING :
RESIDENTIAL BICYCLE SPACES REQUIRED:
1 SPACE PER BED 40 SPACES
60% ENCLOSED 24 SPACES
40% FIXED 16 SPACES
TOTAL 40 SPACES
RESIDENTIAL BICYCLE SPACES PROVIDED:
ENCLOSED WITHIN BUILDING 24 SPACES*
FIXED RACKS 20 SPACES
TOTAL 44 SPACES
*ENCLOSED BIKE PARKING IS PROVIDED AN A BIKE ROOM LOCATED ON THE FIRST
FLOOR AND LOWER LEVEL.
Land Use Statistics:
CURRENT NUMBER OF BEDROOMS 20
CURRENT NUMBER OF BEDS 40
MAXIMUM OCCUPANTS PERMITTED 40
(WITH CURRENT PARKING CONFIGURATION)
C COMPACT PARKING SPACE
BOULDER SEATING
"NO PARKING FIRE LANE" SIGN
X
X
ALTERNATIVE COMPLIANCE PARKING STRATEGY PER SECTION 3.2.2 (K)(1)(a):
1. THE OWNER SHALL BE RESPONSIBLE FOR PROVIDING TRANSFORT AND CSU
TRANSPORTATION PASSES WITH NO ADDITIONAL FEE REQUIRED FROM THE
BUILDING TENANTS. SIGNS SHALL BE PROMINENTLY POSTED IN THE
DEVELOPMENT INFORMING TENANTS THAT TRANSFORT AND CSU
TRANSPORTATION PASSES WILL BE PROVIDED AT NO CHARGE TO TENANTS
WHO MAY NOT ALREADY HAVE ACCESS TO FREE TRANSIT PASSES.
2. ONE CAR SHARE PARKING SPOT IS INDICATED ON THE PLAN. CAR SHALL BE
PROVIDED BY AN AGREEMENT WITH THE CAR SHARE COMPANY AND THE
PROPERTY OWNER.
3. THE PROJECT ACHIEVES PEDESTRIAN/BICYCLE LEVEL OF SERVICE A AS
INDICATED IN A JANUARY 21, 2020 MEMO FROM DELICH ASSOCIATES.
4. OFF-SITE PARKING IS AVAILABLE AT THE LUMIN LUTHERAN CAMPUS
MINISTRY ADJACENT TO THE SITE. A LEASE AGREEMENT EXISTS THAT WILL
EXPIRE JULY 31, 2022. AT SUCH TIME OF EXPIRATION OF THE LEASE, THE
OWNERS OF WESTSIDE HOUSE WILL FIND ADDITIONAL PARKING EITHER AT
THE LUMIN PROPERTY OR ELSEWHERE ON THE CSU CAMPUS.
5. PROPERTY OWNER SHALL BE RESPONSIBLE FOR MAINTAINING A VALID
LEASE AGREEMENT FOR ADDITIONAL PARKING SPACES. IF THE LEASE FOR
ADDITIONAL OFF-SITE PARKING CHANGES THE NUMBER OF SPACES
AVAILABLE, THEN THE NUMBER OF OCCUPANTS WILL BE CHANGED
ACCORDINGLY PER THE TABLE BELOW:
SPACES ON ADJACENT LOT = 10 SPACES
ON-SITE PARKING = 17 SPACES
TOTAL PARKING = 27 SPACES
MAX. OCCUPANTS = 40 (40/3 X 2 = 27 SPACES)
LOT 1, TURNING POINT, FTC; LESS ROW TO CITY PER 20150016851.
Legal Description:
T - 48 2165
T - 48 2165
MINOR AMENDMENT #MA200020
right to use Company’s name, logos, trademarks and service marks
to notify members of the availability of Zipcar vehicles at
Company’s facilities.
5.Disclaimer of Warranties/Limitation of Liability Zipcar
makes no warranties with respect to the Services or the subject
matter of this agreement and hereby disclaims all other warranties,
express, implied, or statutory, including warranties of
merchantability, fitness for a particular purpose, title and non-
infringement. Except for their repsective indemnification
obligations, neither party will be liable to the other party for any
indirect, incidental, special or consequential damages, including
lost profits, even if such party has been advised of the possibility
of such loss. Except for their respective indemnification
obligations, neither party’s liability hereunder will exceed the fees
paid for the services that are the subject of the claim. Each party
acknowledges that the provisions of this Section represent a
reasonable allocation of risk that is reflected in the fees payable by
zipcar hereunder. The foregoing limitation of liability is not
intended to limit either party’s liability for gross negligence or
willful misconduct.
7.Indemnification. Each party (the “Indemnifying Party”) shall
defend, indemnify and hold harmless the other party (the
“Indemnified Party”) its successors, subsidiaries, affiliates,
employees, officers, trustees, agents and assigns from and against
any and all third party claims brought against the Indemnified
Party by any person or entity for personal injury or property
damage arising out of the Indemnifying Party’s negligence or
willful misconduct. The Indemnifying Party will pay all damages
agreed to in settlement or awarded by a court of competent
jurisdiction; provided, however, that no settlement shall be
effective without consent of the Indemnified Party. This
indemnification obligation shall be effective only if the
Indemnified Party has given prompt written notice of the claim to
the Indemnifying Party, permitted the Indemnifying Party an
opportunity to defend, and reasonably cooperated in the defense of
the claim at the Indemnifying Party’s expense.
8.Miscellaneous. This Agreement is the entire agreement between
the parties with resepct to the subject matter hereof and supersedes
all other prior and contemporaneous agreements and
understandings, oral and written, between the parties with respect
to the subject matter hereof. Additional or different terms in any
purchase order or similar document will not modify or add to the
terms of this Agreement. This Agreement may be amended only by
a written agreement between the parties. If one party fails to
enforce any provision of this Agreement, such party will not be
precluded from enforcing the same provision at another time. This
Agreement and the rights granted under it may not be assigned or
transferred by either party without the written consent of the other
party; provided, however, either party will have the right to assign
this Agreement to its successor in the event of a merger,
acquisition or other consolidation, including without limitation the
sale of all or substantially all of its assets or stock or business to
which this Agreement relates. In the event that any provision of
this Agreement is held by a court or other tribunal of competent
jurisdiction to be unenforceable, such provision will be deemed
modified to the minimum extent necessary to render the provision
enforceable in a manner that most closely represents the original
intent of the parties and the remaining terms and conditions of this
Agreement will remain in full force and effect. This Agreement
shall be governed by and construed in accordance with law of the
Commonwealth of Massachusetts without regard to conflicts of
laws provisions thereof. The parties agree that the sole jurisdiction
and venue for actions related to the subject matter hereof shall be
the state and federal courts located in Boston, Suffolk County,
Massachusetts, and consent to the exclusive jurisdiction of such
courts. In the event of any adjudication of any dispute under this
Agreement, the prevailing party in such action will be entitled to
reimbursement of its attorneys’ fees and related costs by the other
party. Neither party will be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts
include but are not be limited to acts of God, labor conflicts, acts
of war or civil disruption, governmental regulations imposed after
the fact, public utility out failures, industry wide shortages of labor
or material, or natural disasters.
DocuSign Envelope ID: 4C33F744-580D80CD-FD9F-0F96-4889-405E-BB03-BE5A-50F8D0D7ECFF D2C7D8283CC0