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taxes, all of which are merged into and revoked by this Agreement with respect to its <br />subject matter. <br />8. Termination. This Agreement shall terminate and become void and of no force <br />or effect upon the City if Company has not completed and moved into the Project by <br />December 31, 2015; or should Company fail to comply with any City code prior to <br />December 31, 2020 and upon notice from the City and a reasonable opportunity to <br />comply or become compliant. <br />9. Business Termination. In the event Company ceases business operations <br />within the City within five (5) years after December 31, 2015, then in such event <br />Company shall pay to the City the total amount of fees and use taxes which were due and <br />payable by Company to the City but were rebated by the City, as well as reimburse the <br />City for any funds provided to Company pursuant to this Agreement. <br />10. Subordination. The City's obligations pursuant to this Agreement are <br />subordinate to the City's obligations for the repayment of any current or future bonded <br />indebtedness and are contingent upon the existence of a surplus in sales and use tax <br />revenues in excess of the sales and use tax revenues necessary to meet such existing or <br />future bond indebtedness. The City shall meet its obligations under this Agreement only <br />after the City has satisfied all other obligations with respect to the use of sales tax <br />revenues for bond repayment purposes. For the purposes of this Agreement, the terms <br />"bonded indebtedness," "bonds," and similar terms describing the possible forms of <br />indebtedness include all forms of indebtedness that may be incurred by the City, <br />including, but not limited to, general obligation bonds, revenue bonds, revenue <br />anticipation notes, tax increment notes, tax increment bonds, and all other forms of <br />contractual indebtedness of whatsoever nature that is in any way secured or collateralized <br />by sales and use tax revenues of the City. <br />11. Annual Appropriation. Nothing in this Agreement shall be deemed or <br />construed as creating a multiple fiscal year obligation on the part of the City within the <br />meaning of Colorado Constitution Article X, Section 20 or any other constitutional or <br />statutory provision, and the City's obligations hereunder are expressly conditional upon <br />annual appropriation by the City Council, in its sole discretion. Company understands <br />and agrees that any decision of City Council to not appropriate funds for payment shall <br />be without penalty or liability to the City and, further, shall not affect, impair, or <br />invalidate any of the remaining terms or provisions of this Agreement. <br />12. Governing Law: Venue. This Agreement shall be governed and construed in <br />accordance with the laws of the State of Colorado. This Agreement shall be subject to, <br />and construed in strict accordance with, the Louisville City Charter and the Louisville <br />Municipal Code. In the event of a dispute concerning any provision of this Agreement, <br />the parties agree that prior to commencing any litigation, they shall first engage in a good <br />faith the services of a mutually acceptable, qualified, and experience mediator, or panel <br />of mediators for the purpose of resolving such dispute. In the event such dispute is not <br />fully resolved by mediation or otherwise within 60 days a request for mediation by either <br />party, then either party may commence legal proceedings regarding the dispute. The <br />3 <br />