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inoperative for any reason, such invalidity or failure shall not affect the validity of any other term <br />or provision hereof. The waiver of any breach of a term hereof shall not be construed as waiver <br />of any other term. <br />10. Assignment. The Parties may not assign rights or duties under this contract without the <br />prior written consent of the other Parties. This Contract shall inure to the benefit of and be <br />binding upon the successors and agents of the Parties hereto. <br />11. Integration of all understandings. This Contract is intended as the complete integration of <br />all understandings between the parties. No prior or contemporaneous addition, deletion, or <br />other amendment hereto shall have any force or effect whatsoever unless embodied herein in <br />writing. Any party may propose, in writing, amendments to this contract, which may become <br />effective upon being reduced to a written instrument executed by duly authorized <br />representatives of all Parties. No subsequent novation, renewal, addition, deletion, or other <br />amendment hereto shall have any force or effect unless embodied in a written contract executed <br />and approved pursuant to STATE fiscal rules and to federaf law. <br />12. Mediation. In the event of disagreement between the Parties involving the application or <br />interpretation of any provisions of this Contract, payment of bills associated with this Contract, or <br />performance hereunder, the matters involved in the disagreement shall, upon demand of any of <br />the Parties, be discussed at a meeting between the Parties. Attempted resolution through such <br />a meeting shall be a condition precedent to any right to institute proceedings through mediation. <br />In the event the Parties are unable to agree, then any of the Parties may demand that the <br />matter be submitted to mediation in accordance with the Commercial Mediation Rules of the <br />American Arbitration Association (or any successor organization). Each Party shall bear its own <br />costs and expenses incurred in such mediation. <br />13. Captions and negotiations. The captions and headings contained in this contract are for <br />convenience and reference only and shall not be construed so as to define or limit the terms or <br />provisions contracted herein. This Contract was produced as a result of negotiations between <br />the Parties and shall not be construed against any Party as the drafter of this Contract. <br />14. Notification clause. All notices, correspondence, or other documents required by this <br />contract shall be made in writing and may be given by delivering the same in person, by mail, or <br />by telecopy (FAX) and said notices shall be effective only if and when received at the address to <br />be notified. The designation of the addressee or the address may be changed by notice given in <br />the same manner as provided in this section. <br />For the State: Colorado Water Conservation Board, 1313 Sherman Street, Room 721, Denver, <br />CO 8Q203, Attn.: Construction Fund Section. Fax: 303-866-4474. <br />For Association: Manager, 1147 24 Road, Grand Junction, CO 81505. Fax: 970-243-4871 <br />For Reclamation: Area Manager, 2764 Compass Drive, Grand Junction, CO 81506. Fax: 970- <br />248-0601. <br />15. Adequacy of fund assets. Anticipated lmprovements Grant fund expenditures were <br />projected over a 50-year project life. An average inflation index was used to project future costs <br />and an assumed interest rate was used to project interest earned on the principal funds in the <br />Page 7 of 11 <br />