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force and effect. Consent to one assignment shall not be deemed to be consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 5.4 Modification. This Agreement may be modified, amended, changed or terminated, except as otherwise provided herein, in whole or in part, only by an agreement in writing duly authorized and executed by both Parties. No consent of any third party shall be required for the negotiation and exewtion of any such agreement. 5.5 Waiver. The waiver of a breach of any of the provisions of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach by the other party of the same or another provision of this Agreement. 5.6 Integration. This Agreement contains the entire agreement between the Parties and no statement, promise or inducement made by either party or the agent of either party that is not contained in this Agreement shall be valid or binding. 5.7 Severability. Invalidation of any of the provisions of this Agreement or of any paragraph, sentence, clause, phrasi;:, or word herein, or the application thereof in any given circumstance, shall not affect the validity of any other provision of this Agreement. 5.8 Survival of Obligations. Unfulfilled obligations of both parties arising under this Agreement shall be deemed to survive the expiration of the term of this Agreement and the completion ofthe Project, and shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 5.9 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. Venue for all actions shall be exclusive in the District Court in and for Boulder County, Colorado. 5.10 Headings for Conv{mience Only. The headings, captions and titles contained herein are intended for convenience: and reference only and are not intended to enlarge or restrict the content thereof. 5.11 No Third Party Bc~neficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the City and District and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third party on such Agreement. It is the express intention of City and District that any person other than City or District receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 5.12 Indemnification. To the extent allowed by law, District expressly agrees to indemnify and hold harmless City or any of its officers or employees from any and all claims, damages, liability, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury, or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any omission or act of commission by District or any of its employees or agents in performing pursuant to this Agreement. In the event that any such suit or action is 6