Resolution 2017-10 - Laserfiche WebLink

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Agreement may be terminated unilaterally by the non -defaulting Party or the non -defaulting Party may pursue an action for specific performance, damages, or both. 13. Integration and Amendment. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. 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. 14. 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. 15. Effective Date; Term. The effective date of this Agreement shall be the last date on which the Parties' respective governing bodies have approved the Agreement, as set forth below. This Agreement shall remain in effect through completion of the Design Phase of the Project, unless sooner terminated by mutual written agreement. 16. Appropriations. All financial obligations of both Parties for years beyond 2017 shall be subject to the annual appropriation of Project funds by their respective city councils. . 17. Non -Substantive Amendments. This Agreement has been approved in substantially the same form submitted to the local governing bodies of the Parties. The Parties' mayors executing this Agreement are authorized to approve non -substantive administrative amendments to the Agreement and attached exhibits, if upon the recommendation of each Parties' staff, the Mayors deem such amendments necessary and in compliance with the Grant and CDOT requirements. 18. Costs. 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. 19. 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 performance of this Agreement. Likewise, Louisville shall be responsible for defending itself, its officer, and employees in any civil action brought against Louisville, its officers, and employees by any person claiming injury and damages as a result of this Agreement. Lafayette, its officers, and employees shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of Louisville or any officer or employee thereof, arising out of the performance of this Agreement. Likewise, Louisville, its officers, and employees shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of Lafayette or any officer or employee thereof, arising out of the performance of this Agreement. 4