Resolution 2014-34 - Laserfiche WebLink

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instruments, and transfers as may reasonably be required for the performance of their respective obligations under this Agreement. (m) Delay or Omission No Waiver. No delay or omission of a Party to exercise any right or power accruing upon any default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such default, or acquiescence in the default. (n) No Waiver of One Default to Affect Another; All Remedies Cumulative. No waiver of any default under this Agreement shall extend to or affect any subsequent or any other then existing default or shall impair any rights or remedies available for such other Event of Default. All rights and remedies shall be cumulative, may be exercised separately, concurrently, or repeatedly, and the exercise of any such right or remedy shall not affect or impair the exercise of any other right or remedy. (o) Authority To Execute. The Property Owner represents and warrants that is a corporation under no disability, qualified to do business in the State of Colorado, and has the legal capacity and the authority to enter into and perform its obligations under this Agreement. The Property Owner represents and warrants that it has duly authorized the execution, delivery and performance of this Agreement. The City and LRC each represent and warrant that the person executing this agreement on its behalf has been duly authorized to do so. (p) No Partnership. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, neither the LRC nor the City shall be deemed or constituted a partner or joint venturer of the Property Owner or any contractor or subcontractor performing work on the Property or the URA Public Improvements, and neither the LRC nor the City shall be responsible for any debt or liability of the Property Owner, or its managers or members, or such contractor or subcontractor. (q) Non - liability. No council member, board member, commissioner, official, employee, consultant, agent or representative of the LRC or the City shall be personally liable to the Property Owner under this Agreement or in the event of any default or breach by the City or LRC or for any amount that may become due to Property Owner. (r) Limitation of Remedies. Remedies of the Property Owner for any default or breach by the City or LRC will be strictly limited to an action for declaratory relief or specific performance and to no other remedy. In no event will Property Owner be entitled to or claim any form of damages, including, without limitation, lost profits, economic damages, or incidental, consequential, punitive or exemplary damages. Notwithstanding the foregoing, however, the Property Owner may obtain specific performance to require the City or LRC to reimburse the Construction Fund for any improper disbursements for City or LRC costs. 10