Resolution 2023-22 - Laserfiche WebLink

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2. Term. This Agreement shall commence on the Effective Date, and shall continue until terminated in accordance with Section 3 hereof (the "Term"). 3. Termination. This Agreement may be terminated at any time by the mutual written agreement of both Parties. In addition, either Party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other Party. 4. Governmental Immunity; Liability. Each Party assumes responsibility for the actions and omissions of its agents and its employees in the performance or failure to perform under this Agreement, and further, each Party, to the extent authorized by law, agrees to hold harmless the other for such actions or omissions of its own officers, employees, and agents. It is agreed that such liability for actions and omissions of agents and employees is not intended to increase the amounts set forth in the Colorado Governmental Immunity Act, now existing, or as may be amended. By agreeing to this provision, neither Party waives or intends to waive the limitations on liability which are provided to the Party under the Colorado Governmental Immunity Act § § 24-10-101 et seq., C.R. S. 5. Relationship of Parties. It is mutually agreed and understood that nothing contained in this Agreement is intended or shall be construed as in any way establishing the relationship of co-partners or joint ventures between the Parties hereto, or as construing either Party, including its agents and employees, as an agent of the other Party. Each Party shall remain an independent and separate entity. Neither Party shall be supervised by any employee or official of the other Party. Neither Party shall represent that it is an employee or agent of the other Party in any capacity. 6. Obligations Contingent on Funding. All financial obligations of the Parties under this Agreement are contingent upon appropriation, budgeting, and availability of specific funds to discharge such obligations. Nothing in this Agreement shall be deemed a pledge of the Party's credit, or a payment guarantee by one Party to the other Party. If appropriated funds are not available, both Parties shall be relieved of their obligations hereunder. 7. Severability. Invalidation of any specific provisions of this Agreement shall not affect the validity of any other provision of this Agreement. 8. No Third -Party Beneficiaries. This Agreement is for the sole benefit of and binds the Parties, their successors and assigns. This Agreement affords no claim, benefit, or right of action to any third party. Any party besides the City or District receiving services or benefits under this Agreement is only an incidental beneficiary. 9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. Venue for any action arising under this Agreement shall be in the courts of Boulder County, Colorado, and in no other court. 10. Amendment. This Agreement may be amended by the Parties at any time during the Term, provided that any such amendment is agreed to in writing and signed by both Parties. 11. Execution. This Agreement may be executed in any number of counterparts, each 2 Docu5ign Envelope ID: CCF1853D-1018-437B-8033-ED09AlB44ECE