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Agreement or to recover any damages the City may incur as a result of the breach of this Agreement, <br />including, but not limited to defective work, and the City prevails in such litigation, the Lobbyist shall <br />pay the City its reasonable attorney fees as determined by the Court. For any breach of contract claim <br />between the parties, neither Party shall be liable to the other for any punitive damages, even if the Party <br />has had notice of the possibility of such damages. <br />D. Communications. All communications relating to the day -to -day activities for the Project <br />shall be exchanged between the City Manager's Office and the Lobbyist who will be designated by the <br />parties promptly upon commencement of the Services. <br />E. Assignment. The Lobbyist shall not assign this Agreement in whole or in part, including the <br />Lobbyist's right to receive compensation hereunder, without the prior written consent of the City; <br />provided, however, that such consent shall not be unreasonably withheld with respect to assignments to <br />the Lobbyist's affiliated or subsidiary companies, and provided, further, that any such assignment shall <br />not relieve the Lobbyist of any of its obligations under this Agreement. This restriction on assignment <br />includes, without limitation, assignment of the Lobbyist's right to payment to its surety or lender. <br />F. Applicable Laws. This Agreement, and all questions concerning the execution, validity or <br />invalidity, capacity of the parties, and the performance of this Agreement, shall be interpreted in all <br />respects in accordance with the Charter and Code of the City of Louisville and the laws of the State of <br />Colorado. The parties agree that venue for any litigation involving this Agreement shall be in the Boulder <br />County District Court. <br />G. Entire Agreement. This Agreement shall constitute the entire agreement between the parties <br />hereto and shall supersede all prior contracts, proposals, representations, negotiations and letters of intent, <br />whether written or oral, pertaining to the Services for the Project. <br />H. Waiver. The failure of either Party to enforce at any time or for any period of time any <br />provision hereof shall not be construed to be a waiver of such provision of the right thereafter to enforce <br />each and every provision. No waiver by either Party to this Agreement, either express or implied, of any <br />breach of any term, condition or obligation of this Agreement shall be construed as a waiver of any <br />subsequent breach of that term, condition or obligation or of any other term, condition or obligation of <br />this Agreement. <br />I. Employing Illegal Aliens. Appendix B, the "City of Louisville Public Services Contract <br />Addendum - Prohibition Against Employing Illegal Aliens ", is attached hereto and incorporated herein by <br />reference. There is also attached hereto a copy of Lobbyist's Pre - Contract Certification which Lobbyist <br />has executed and delivered to the City prior to Consultant's execution of this Agreement. <br />INSURANCE CERTIFICATES REQUIRED BY THIS AGREEMENT SHALL BE SENT TO THE <br />CITY MANAGER'S OFFICE, ATTENTION: HEATHER BALSER <br />IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly <br />authorized officers effective as of the date first appearing above. <br />6 <br />