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14. Miscellaneous. <br /> a. Indemnification. To the extent allowed by law, Lafayette shall <br /> indemnify and hold Louisville harmless from any and all claims relating to Louisville's water <br /> treatment facilities not being operational due to acts out of Louisville's control, including <br /> but not limited to, Acts of God, labor disputes, floods, wars, fire, unforeseeable natural <br /> disasters, or material unavailability provided all sources of materials or potential substitutes <br /> have been exhausted to the fullest extent possible. <br /> b. Disputes. Any dispute between the Parties as to the meaning or <br /> application of this agreement shall be submitted, prior to the initiation of litigation, to a <br /> five (5) member review committee. The committee shall be organized within five (5) days <br /> of one Party's written demand for mediation and shall be composed of one elected official <br /> from Lafayette, Lafayette's Public Works Director, one elected official from Louisville, <br /> Louisville's Public Works Director and one person acceptable to both elected officials. <br /> Agreement by at least three members of the committee shall constitute a decision of the <br /> committee. The committee shall issue a decision within fifteen (15) days of the demand <br /> for mediation, unless the members of the committee agree to additional time. The <br /> committee's decision shall be advisory only. <br /> c. Assignment. The rights, obligations or duties hereunder may not be <br /> assigned in whole or in part without the prior written consent of the other Party. <br /> d. Modification. This Agreement may be modified, amended or changed <br /> in whole or in part, only by an Agreement in writing duly authorized and executed by the <br /> Parties. <br /> e. Integration. This Agreement contains the entire Agreement between <br /> the Parties and no statement, promise or inducement made by any Party hereto or the <br /> agent thereof that is not contained in this Agreement shall be valid or binding. <br /> f. Severability. Invalidation of any of the provisions of this Agreement <br /> or of any paragraph, sentence, clause phrase or word herein, or the application thereof in <br /> 7 <br />