Resolution 2013-26 - Laserfiche WebLink

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7. Integration and Amendment. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understanding. This Agreement may be amended only by an instrument in writing signed by the Parties. If any provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 8. Governing Law. This Agreement shall be governed by the laws of the State of Colorado. 9. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed on original and all of which shall constitute but one and the same instrument. 10. No Third Party Beneficiaries. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 11. Execution Required. This Agreement shall not be binding upon any Party hereto unless and until all of the Parties have executed this Agreement. 12. Term. This Agreement shall become effective upon its execution by the Parties and shall remain in effect for so long as the emergency overflow connection is in place. This Agreement may be terminated only by mutual written agreement of the Parties or as provided in Section 1.k. 13. Appropriations. All financial obligations of both Parties for years beyond 2013 shall be subject to appropriations by the respective governing bodies. 14. Minor Changes. This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing this Agreement have been authorized to make and may have made minor changes in the Agreement and attached exhibits, if any, as they have considered necessary. So long as such changes were consistent with the intent and understanding of the Parties at the time of approval by the governing bodies, the execution of this Agreement shall constitute the approval of such changes by the respective Parties. 15. Reimbursable Costs. Except as expressly provided herein, each Party shall be responsible for its own, legal, accounting, overhead and administrative staffing costs incurred in the negotiation, drafting or performance of this Agreement or in relation to any improvements subject to this Agreement. 16. Responsibility for Legal Proceedings. Lafayette shall be responsible for defending itself, its officers, and employees in any civil action brought against Lafayette, its officers, and employees by any person claiming injury and damages as a result of the 4