City Council Agenda and Packet 2025 07 08

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13. Binding Effect. Subject to compliance with Section 15, below, this Fourth Amended and Restated Cooperation Agreement shall be binding upon and inure to the benefit of the Parties, their successors, legal representatives, and assigns. 14. City and LRC Separate. Nothing in this Fourth Amended and Restated Cooperation Agreement shall be interpreted in any manner as constituting the City or its officials, representatives, consultants, or employees as the agents of the LRC, or the LRC or its officials, representatives, consultants, or employees as the agents of the City. Each entity shall remain a separate legal entity pursuant to applicable law. Neither of the Parties hereto shall be deemed to hereby assume the debts, obligations, or liabilities of the other. The LRC shall be responsible for carrying out its duties and functions in accordance with the Act and other applicable laws and regulations, and nothing herein shall be construed to compel either Party to take any action in violation of law. 15. Assignment. This Fourth Amended and Restated Cooperation Agreement shall not be assigned in whole or in part by either Party without the prior written approval of the other Party. 16. Governing Law. This Fourth Amended and Restated Cooperation Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado. 17. Headings. Section headings in this Fourth Amended and Restated Cooperation Agreement are for convenience of reference only and shall not constitute a part of this Fourth Amended and Restated Cooperation Agreement for any other purpose. 18. Additional or Supplemental Agreements; Organizational Matters. The Parties mutually covenant and agree that they will execute, deliver and furnish such other instruments, documents, materials, and information as may be reasonably required to carry out the Fourth Amended and Restated Cooperation Agreement. The LRC's organizational documents shall provide, as permitted by C.R.S. § 31-25-104, that one City Councilmember shall be a member of the LRC. 19. Entire Agreement; Amendment. This Fourth Amended and Restated Cooperation Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. No addition to or modification of the Fourth Amended and Restated Cooperation Agreement shall be effective, except by written agreement authorized and executed by the Parties. 20. Supersede. This Fourth Amended and Restated Cooperation Agreement supersedes and replaces in its entirety those prior Cooperation Agreements by and between the City and the LRC dated December 5, 2006, April 5, 2011, November 17, 2015, and May 16, 2023. 5 20