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3. Governing Law and Venue. This Agreement shall be governed by the laws of the State of <br />Colorado, and any legal action concerning the provisions hereof shall be brought in Boulder <br />County, Colorado. <br />4. integration. This Agreement constitutes the entire agreement between the Parties, <br />superseding all prior oral and written communications. <br />5. Third Parties. There are no intended third -party beneficiaries to this Agreement. <br />6. Severabilitv. If any provision of this Agreement is found by a court of competent jurisdiction <br />to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain <br />in full force and effect; however, the Parties shall negotiate in good faith to enter into an <br />amendment to this Agreement to achieve to the greatest degree possible the intent of the <br />affected provision(s). <br />7. Modification. This Agreement may only be modified upon written agreement of the Parties. <br />8. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties hereto <br />shall be assigned by either Party without the prior written consent of the other Party. <br />9. GovernmentaI Immunity. The Parties and their officers and employees are relying on, and do <br />not waive or intend to waive by any provision of this Agreement, the monetary limitations <br />(presently one hundred fifty thousand dollars ($150,000) per person and six hundred <br />thousand dollars ($600,000) per occurrence) or any other rights, immunities or protections <br />provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as <br />amended, or otherwise available to the Parties and their officers or employees. <br />10. Contingency: No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, Superior's <br />financial and Louisville's operational obligations under this Agreement are specifically <br />contingent upon annual appropriation and receipt of funds sufficient to perform such <br />obligations. This Agreement shall never constitute a debt or obligation of Superior or <br />Louisville within any statutory or constitutional provision. Louisville shall have no <br />obligation to provide any services for which contribution from Superior is not received, and <br />shall be entitled to recover as damages the value of any services provided and all other <br />damages available in law or equity. <br />11. No Joint Venture. Nothing in this Agreement is intended or shall be construed as in any way <br />establishing a legal relationship of joint venture between the Parties, or as constituting the <br />officers, employees, agents or volunteers of either Party as agents of the other Party. <br />12. Termination. Either party may terminate this Agreement, with termination effective at the <br />beginning of any calendar year, provided the party gives written notice at least 180 days in <br />advance of termination. If the ballot issue specified in either paragraph 1(b) or 1(c) is rejected <br />by the electors of Superior, this Agreement shall terminate on December 31, 2010. If the <br />ballot measure specified in paragraph 1(c) is approved by the electors of Superior, Louisville <br />shall refund any advance payments made by Superior with the amount of the refund prorated <br />on the basis of the date that a municipal library is open in Superior, and this Agreement shall <br />terminate 30 days after the date that a municipal library is open in Superior. <br />157 <br />3 <br />