Resolution 2007-58 - Laserfiche WebLink

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action for specific performance. In addition, in the event either Party defaults and as a result construction of improvements for which that Party is responsible is delayed, the non-defaulting Party may proceed with construction in accordance with the terms of this Agreement, and the defaulting Party shall be liable for its share of the costs of the improvements as provided herein. 9. 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. 10. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Colorado. 11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed on original and all of which shall constitute but one and the same instrument. 12. NO THIRD PARTY BENEFICIARIES. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 13. EXECUTION REQUIRED. This Agreement shall not be binding upon any Party hereto unless and until all of the Parties have executed this Agreement. 14. TERM. This Agreement shall become effective upon its execution by the Parties and, unless sooner terminated by mutual written agreement, shall continue for an initial term through calendar year 2017. Thereafter, this Agreement shall be automatically renewed on a calendar year-to-calendar year basis unless terminated by either Party in writing served upon the other Party no later than ninety (90) days prior to the expected date of termination. The provisions of Subsections 2.e, 2.f, 3.d, 3.e and 18 shall survive any termination of this Agreement. 15. APPROPRIATIONS. All financial obligations of both Parties for years beyond 2007 shall be subject to appropriations by the respective governing bodies. 16. MINOR CHANGES. This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing this Agreement have been authorized to make and may have made minor changes in the Agreement and attached exhibits, if any, as they have considered necessary. So long as such changes were consistent with the intent and understanding of the Parties at the time of approval by the governing bodies, the execution of this Agreement shall constitute the approval of such changes by the respective Parties. 7