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provision shall be affected by such holding, and all of the remaining provisions of this Agreement <br />shall continue in full force and effect. <br />13. Execution in Counterparts. This Agreement may be executed in several <br />counterparts, each of which shall be deemed an original and all of which shall constitute but one <br />and the same instrument. <br />14. Effective Date; Term. The effective date of this Agreement shall be the last date on <br />which the Parties' respective governing bodies have approved the Agreement, as set forth below. <br />This Agreement shall remain in effect through completion of the Construction Phase of the Project, <br />unless sooner terminated by mutual written agreement. <br />15. Appropriations. All financial obligations of both Parties for years beyond 2019 <br />shall be subject to the annual appropriation of Project funds by their respective city councils. <br />16. Non -Substantive Amendments. This Agreement has been approved in substantially <br />the same form submitted to the local governing bodies of the Parties. The Parties' mayors executing <br />this Agreement are authorized to approve non -substantive administrative amendments to the <br />Agreement, if upon the recommendation of each Parties' staff, the Mayors deem such amendments <br />necessary and in compliance with the Grant and CDOT requirements. <br />17. Costs. Each Party shall be responsible for its own legal, accounting, overhead and <br />administrative staffing costs incurred in the negotiation, drafting or performance of this <br />Agreement. <br />18. Responsibility for Legal Proceedings. Lafayette shall be responsible for defending <br />itself, its officers, and employees in any civil action brought against Lafayette, its officers and <br />employees by any person claiming injury and damages as a result of the performance of this <br />Agreement. Likewise, Louisville shall be responsible for defending itself, its officers, and <br />employees in any civil action brought against Louisville, its officers, and employees by any person <br />claiming injury and damages as a result of this Agreement. Lafayette, its officers, and employees <br />shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions <br />of Louisville or any officer or employee thereof, arising out of the performance of this Agreement. <br />Likewise, Louisville, its officers, and employees shall not be deemed to assume any liability for <br />intentional or negligent acts, errors, or omissions of Lafayette or any officer or employee thereof, <br />arising out of the performance of this Agreement. <br />19. No Joint Venture or Partnership. Nothing contained in this Agreement is intended <br />to create a partnership or joint venture between Lafayette and Louisville and any implication to <br />the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does <br />not provide for the joint exercise by the Parties of any activity, function or service, nor does it <br />create a joint enterprise, nor does it authorize any Party hereto to act as an agent of the other Party <br />for any purpose whatsoever. <br />Page 4 of 5 <br />47 <br />