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N INIMINIIIIII II I~ I4I P ~k R II 285 499 ARTICLE 5 MISCELLANEOUS 5.1 Relationship of Parties. This Agreement does not and shall not be construed as creating a relationship of joint venturers, partners, or employer-employee between the Parties. 5.2 Liability of City 1'he City shall have no obligation whatsoever to repay any debt, financial obligation, or liability of the District. 5.3 Assi ent Neither this Agreement, nor any of either party`s rights, obligations, duties or authority hereunder maybe: assigned in whole or in part by either Party without the prior written consent of the other party. Arty such attempt of assignment shall be deemed void and of no force and effect. Consent to one assigrvnent shall not be deemed to be consent to any subsequent assignment, nor the waiver of any ril;ht to consent to such subsequent assignment. 5.4 Modification. This ~?.gree~rlent may be modified, amended, changed or terminated, except as otherwise provided herein, in whole or in part, only by an agreement in writing duly authorized and executed by both Parties. No consent of any third party shall be required for the negotiation and execution of any such agreement. 5.5 Waiver. The waiver of a breach of any of the provisions of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach by the other party of the same or another provision of this Agreement. 5.6 Irate ation. This Agreement contains the entire agreement between the Parties and no statement, promise or inducement made by either party or the agent of either party that is not contained in this Agreement shall be valid or binding. 5.7 Sever_ any, validation of any of the provisions of this Agreement ox of any paragraph, sentence, clause, phrase-, o:r word herein, or the application thereof in any given circumstance, shall not affect the validity of any other provision of this Agreement. 5.8 Survival of Obli ations. Unfulfilled obligations of both parties arising under this Agreement shall be deemed to survive the expiration of the term of this Agreement and the completion of the Project, and shall be blinding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 5.9 Governin Law This Agreement shall be governed and construed in accordance with the laws of the State of Color~ldo. Venue for all actions shall be exclusive in the District Court in and fox Boulder County, Calor,ado. 5.10 Headings for Convel~ierlee Only. The headings, captions and titles contained herein are intended for convenience and reference only and are not intended to enlarge or restrict the content thereof. 5.11 No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the City and District and nothing contained in this