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8. Assignment. No party may assign any of the obligations, benefits, or provisions of <br />this Agreement in whole or in part without the expressed written authorization of the other party, <br />which consent shall not be unreasonably withheld. Any purported assignment, transfer, pledge <br />or encumbrance made without such prior written authorization shall be void. <br />9. Counterparts. This Agreement may be executed in counterparts, each of which will <br />be deemed an original, and all of which shall constitute one and the same agreement. <br />10. Governing Law. The terms, covenants and provisions herein shall be governed by <br />and construed under the applicable laws of the State of Colorado. For the resolution of any <br />dispute arising hereunder, venue shall be in the courts of Boulder County, State of Colorado. <br />11. Headings. All section headings are for convenience or reference only and are not <br />intended to define or limit the scope of any provision of this Agreement. <br />12. Entire Agreement. This Agreement represents the entire and integrated agreement <br />between the Clerk and the City and supersedes all prior negotiations, representations, or <br />agreements, either written or verbal. Any amendments to this Agreement must be in writing and <br />be signed by both parties. <br />IN WITNESS WHEREOF, the Parties have signed this Agreement. <br />CLERK AND RECORDER OF THE <br />COUNTY OF BOULDER <br />Clerk and Recorder, Boulder County <br />CITY OF LOUISVILLE, COLORADO <br />By: <br />Title: Mavor <br />