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All computer input and output, analyses, plans, documents photographic images, tests, <br />maps, surveys, electronic files and written material of any kind generated in the <br />performance of this Agreement or developed for the City in performance of the Services <br />are and shall remain the sole and exclusive property of the City. All such materials shall <br />be promptly provided to the City upon request therefor and at the time of termination of <br />this Agreement, without further charge or expense to the City. Consultant shall not provide <br />copies of any such material to any other party without the prior written consent of the City. <br />16.0 ENFORCEMENT <br />16.1 In the event that suit is brought upon this Agreement to enforce its terms, the <br />prevailing party shall be entitled to its reasonable attorneys' fees and related court <br />costs. <br />16.2 This Agreement shall be deemed entered into in Boulder County, Colorado, and <br />shall be governed by and interpreted under the laws of the State of Colorado. Any <br />action arising out of, in connection with, or relating to this Agreement shall be filed <br />in the District Court of Boulder County of the State of Colorado, and in no other <br />court. Consultant hereby waives its right to challenge the personal jurisdiction of <br />the District Court of Boulder County of the State of Colorado over it. <br />17.0 COMPLIANCE WITH LAWS <br />17.1 Consultant shall be solely responsible for compliance with all applicable federal, <br />state, and local laws, including the ordinances, resolutions, rules, and regulations <br />of the City; for payment of all applicable taxes; and obtaining and keeping in force <br />all applicable permits and approvals. <br />17.2 Consultant acknowledges that the City of Louisville Code of Ethics provides that <br />independent contractors who perform official actions on behalf of the City which <br />involve the use of discretionary authority shall not receive any gifts seeking to <br />influence their official actions on behalf of the City, and that City officers and <br />employees similarly shall not receive such gifts. Consultant agrees to abide by the <br />gift restrictions of the City's Code of Ethics. <br />18.0 INTEGRATION AND AMENDMENT <br />This Agreement represents the entire Agreement between the parties and there are no <br />oral or collateral agreements or understandings. This Agreement may be amended only <br />by an instrument in writing signed by the parties. <br />19.0 NOTICES <br />7 <br />