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any respect, the validity, legality and enforceability of the remaining provisions of this <br /> Cooperation Agreement, or any other application thereof, shall not in any way be affected or <br /> impaired thereby. <br /> 9. Binding Effect. Subject to compliance with Section 11, below, this Cooperation <br /> Agreement shall be binding upon and inure to the benefit of the Parties, their successors, legal <br /> representatives, and assigns. <br /> 10. City and Commission Separate. Nothing in this Cooperation Agreement shall be <br /> interpreted in any manner as constituting the City or its officials, representatives, consultants, or <br /> employees as the agents of the LRC, or the LRC or its officials, representatives, consultants, or <br /> employees as the agents of the City. Each entity shall remain a separate legal entity pursuant to <br /> applicable law. Neither of the Parties hereto shall be deemed to hereby assume the debts, <br /> obligations, or liabilities of the other. The LRC shall be responsible for carrying out its duties <br /> and functions in accordance with the Act and other applicable laws and regulations, and nothing <br /> herein shall be construed to compel either Party to take any action in violation of law. <br /> 11. Assignment. This Cooperation Agreement shall not be assigned in whole or in <br /> part by either Party without the prior written approval of the other Party. <br /> 12. Governing Law. This Cooperation Agreement shall be governed by, and <br /> construed in accordance with, the laws of the State of Colorado. <br /> 13. Headings. Section headings in this Cooperation Agreement are for convenience <br /> of reference only and shall not constitute a part of this Cooperation Agreement for any other <br /> purpose. <br /> 14. Additional or Supplemental Agreements. The Parties mutually covenant and <br /> agree that they will execute, deliver and furnish such other instruments, documents, materials, <br /> and information as may be reasonably required to carry out this Cooperation Agreement. <br /> 15. Entire Agreement: Amendment. This Cooperation Agreement constitutes the <br /> entire agreement between the Parties pertaining to the subject matter hereof. No addition to or <br /> modification of the Cooperation Agreement shall be effective, except by written agreement <br /> authorized and executed by the Parties. <br /> 5 <br />