Resolution 2014-22 - Laserfiche WebLink

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21. Notices. All notices shall be in writing and shall be delivered by certified mail return receipt requested or by overnight delivery that is capable of providing proof of delivery. Any such notice shall be deemed effective on the date of mailing. All notices shall be addressed to the Parties as specified below: If to City: City of Louisville, Colorado 749 Main Street Louisville, CO 80027 Attention: City Manager If to Zayo: Zayo Group, LLC 400 Centennial Parkway Suite 200 Louisville, CO 80027 Attention: General Counsel 22. Severability. In the event that any term or provision of this Agreement is declared to be illegal, invalid or unconstitutional, then that provision shall be deemed to be deleted from this Agreement and have no force or effect and this Agreement shall thereafter continue in full force and effect, as modified. 23. Joint Work Product. This Agreement is the joint work product of both Parties hereto, accordingly, in the event of ambiguity no presumption shall be imposed against any Party by reason of document preparation. 24. Dispute Resolution. Except for an action seeking a temporary restraining order or injunction, or suit to compel compliance with this dispute resolution process, the Parties agree to use the dispute resolution procedures set forth in this Section with respect to any controversy or Claim arising out of or relating to this Agreement. For a period of thirty (30) days after notice from either Party, the Parties shall attempt in good faith to resolve the dispute by direct negotiation of representatives of the Parties. Upon the expiration of such thirty (30) day period, either Party may commence any proceedings. 25. Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Colorado, without reference to its conflicts of law principles. Venue for any legal action brought hereunder shall be in the federal or state courts for Boulder County, Colorado for purposes of any litigation related to the Agreement and irrevocably waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any Party thereto. Each Party hereby irrevocably and unconditionally waives the right to a jury trial in connection with any Claim arising out of or related to this Agreement. 26. Survival. Any and all provisions of this Agreement which, by their nature, would reasonably be expected to be complied with or performed after the expiration or termination of this Agreement, including the removal of equipment obligations set forth in Section 10 hereof and the indemnification obligations set forth in Section 17 hereof, shall survive and be enforceable after the expiration or termination of this Agreement. 27. Relationship of the Parties. The relationship of the Parties is that of independent contractor and not as the agent, employee or legal representative of the other. Each Party has and hereby retains the right to exercise full control of and supervision over the performance of its obligations hereunder and full Page 8 of 17