City Council Agenda and Packet 2015 10 13 BUDGET

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18. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. 19. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. 20. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of each Party not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. 21. No Joint Venture or Partnership. Nothing contained in this Agreement is intended to create a partnership or joint venture between the Parties and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not provide for the joint exercise by the Parties of any activity, function, or service nor does it create a joint enterprise, nor does it authorize either Party to act as an agent of the other Party for any purpose whatsoever. 22. Responsibility for Legal Proceedings. Louisville shall be responsible for defending itself in any civil action brought against Louisville by any person claiming injury and damages as a result of the performance of this Agreement. Likewise, SMDI shall be responsible for defending itself in any civil action brought against SMD1 by any person claiming injury and damages as a result of the performance of this Agreement. SMDI, its officers, contractors and employees shall not be deemed to assume any liability for acts, errors, or omissions of Louisville or any officer or employee thereof arising out of the performance of this Agreement. Likewise, Louisville, its officers, contractors and employees shall not be deemed to assume any liability for acts, errors, or omissions of SMDI or any officer, contractor or employee thereof arising out of the performance of this Agreement. 23. Governmental Immunity. The Parties and their officers, attorneys and employees are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended, or otherwise available to the Parties and their officers, attorneys or employees. 24. Modification. This Agreement may only be modified upon written agreement of the Parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTEST: 11 SUPERIOR METROPOLITAN DISTRICT NO. 1 Clint Folsom, President