Revitalization Commission Agenda and Packet 2009 09 14

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9. No Third Partv Beneficiaries. Neither the City nor the LRC shall bc obligated or liable undcr the terms of this Cooperation Agreement to any person or entity not a party hereto. ] O. Severability. In casc anyone or more of the provisions contained in this Cooperation Agreement or any application thereof, shall be invalid, illegal or unenforceable in any rcspcct, the validity, legality and enforceability of the remaining provisions of this Coopcration Agreement, or any other application thereof, shall not in any way be affected or impaired thereby. II. Binding Effect. Subject to compliance with Section 13, below, this Cooperation Agreement shall be binding upon and inure to thc benefit of the Parties, their successors, Icgal represcntatives, and assigns. 12. City and Commission Scparate. Nothing in this Cooperation Agreement shall be interprctcd in any manner as constituting thc City or its officials, representatives, consultants, or employees as the agents of the LRC, or the LRC or its officials, rcpresentatives, consultants, or employees as the agents of the City. Each entity shall rcmain a separate legal entity pursuant to applicable law. Ncither of the Parties hercto 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 bc construed to compcl either Party to take any action in violation of law. 13. Assignment. This Cooperation Agreement shall not be assigned in whole or in part by eithcr Party without the prior written approval of the other Party. 14. Governing Law. This Cooperation Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado. 15. Headings. Section headings in this Cooperation Agreement are for convenience of refercnce only and shall not constitute a part of this Cooperation Agreement for any other purpose. 16. Additional or Supplemental Agreemcnts; 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 requircd to carry out the Cooperation Agreement. The City and Commission shall cooperate in effecting amendments to thc Commission's organizational documents to provide, as pernlitted by C.R.S. 9 3 ]-25-104, that onc City Councihnember shall be a member ofthc Commission. The Commission as an cntity will not formally or legally oppose or objcct to any measure that may be proposed pursuant to C.R.S. 9 31-25-115 to transfer the existing authority to the City Council. 17. Entire Agreement: Amendment. This Cooperation Al,'I"eemcnt constitutes the entire agreement between the Parties pertaining to the subject matter hereof. No addition to or 4