10.3. The Parties will fulfill their obligations under this Agreement in compliance with
<br /> all applicable laws and with the highest standards of integrity,fair dealing,respect and
<br /> ethics.The Parties will fulfill their obligations under the Agreement without
<br /> discriminating,harassing,or retaliating on the basis of race,color,national origin,
<br /> ancestry,sex,age,pregnancy status,religion,creed,disability,sexual orientation,
<br /> genetic information, spousal or civil union status,veteran status,or any other status
<br /> protected by applicable law.
<br /> 10.4. In accordance with the Colorado Springs City Charter,performance of CS-U's
<br /> obligations under this Agreement are expressly subject to appropriations of funds by the
<br /> City Council. In the event funds are not appropriated in whole or in part sufficient for
<br /> performance of CS-Us obligations under this Agreement,or appropriated funds may not
<br /> be expended due to City Charter spending limitations,then this Agreement shall
<br /> thereafter become null and void by operation of law,and CS-U shall thereafter have no
<br /> liability for compensation or damages to the Super Ditch in excess of CS-U's authorized
<br /> appropriation for this Agreement or the applicable spending limit,whichever is less.
<br /> 10.5. Notwithstanding any language in this Agreement or any representation or
<br /> warranty to the contrary,none of the Parties shall be deemed or constitute a partner,joint
<br /> venturer or agent of the other Parties. Any actions taken by the Parties pursuant to this
<br /> Agreement shall be deemed actions as an independent contractor of the other.
<br /> 10.6. Nothing in this Agreement or in any actions taken by the Parties pursuant to this
<br /> Agreement shall be construed or interpreted as a waiver,express or implied,of any of
<br /> the immunities,rights,benefits,protections or other provisions of the Colorado
<br /> Governmental Immunity Act, Section 24-10-10 1,et seq.,C.R.S.,as from time to time
<br /> may be amended.
<br /> 103, This Agreement shall inure to and be binding on the heirs,executors,
<br /> administrators,successors,and assigns of the Parties. It is expressly understood and
<br /> agreed that enforcement of the terms and conditions of this Agreement and all rights of
<br /> action relating to such enforcement shall be strictly reserved to the Parties. It is the
<br /> express intention of the Parties that any person other than the Parties shall be deemed to
<br /> be only an incidental beneficiary under this Agreement,including the Super Ditch's
<br /> members and shareholders.
<br /> 10.8. Neither this Agreement,nor either Party's rights and obligations under this
<br /> Agreement shall be assignable, except on mutual written agreement of the parties.
<br /> 10.9. This Agreement may not be amended,altered,or otherwise changed except by a
<br /> subsequent written agreement by the Parties.
<br /> 10.10, This Agreement shall be construed in accordance with the laws of the State of
<br /> Colorado(without reference to conflicts of laws)and to the extent necessary to
<br /> recognize the legal organization of CS-U, the Colorado Springs City Charter,Colorado
<br /> Springs City Code,City ordinances and resolutions,and City rules and regulations. In
<br /> the event of litigation, this Agreement shall be enforceable by or against the City of
<br /> Colorado Springs on behalf of CS-U as provided in Colorado Springs City Code
<br /> 9
<br /> Exhibit A
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