City Council Agenda and Packet 2015 12 01

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20. Waiver of Breach. A waiver by any party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 21. Governing Law. This Agreement shall be governed by the laws of the State of Colorado. The Parties waive any right to participate in binding arbitration or any mandatory dispute resolution other than legal action in a court of competent jurisdiction. Any suit between the Parties arising under this Agreement shall be brought only in a court of competent jurisdiction for the Twentieth Judicial District of the State of Colorado. 22. Force Majeure. A Party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargos, government orders or any other force majeure event. 23. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 24. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 25. Financial Obligations of FLC and Member Library. All financial obligations of FLC and Louisville Public Library under this Agreement are subject to annual appropriation, budgeting, and availability of funds to discharge such obligations. This agreement does not create any debt or multi -year financial obligation of any party. Nothing in this Agreement shall be deemed to pledge FLC's or Louisville Public Library's credit or faith, directly or indirectly, to the other Party. 26. No Presumption. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the party causing the Agreement to be drafted. 27. Severability. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 28. Execution Required. This Agreement shall not be binding upon any party hereto unless and until the Parties have executed this Agreement. 29. Termination. This Agreement may be terminated at any time by either party by giving 120 days written notice to the other party. The member library shall pay FLC for work performed to the date of delivery of the termination notice. 30. Minor Changes. The Parties executing this Agreement are authorized to make non - substantive corrections to this Agreement and Attachments, if any, as they consider necessary. 19