Resolution 2015-12 - Laserfiche WebLink

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be necessary to allow such inspections and audits. The Company acknowledges that implementation of this Agreement requires calculations based on the amount of taxes collected and paid by the Company with respect to the term of this Agreement and issuance of rebate payment checks in amounts determined pursuant to this Agreement, and that the amounts of the rebate payment checks will be public information. The Company, for itself, its successors, assigns, and affiliated entities, hereby releases and agrees to hold harmless the City and its officers and employees from any and all liability, claims, demands, and expenses in any manner connected with any dissemination of information necessary for or generated in connection with the implementation of rebate provisions of this Agreement. 5. Use of Funds; Future Fees. Funds rebated pursuant to this Agreement shall be used by Company solely for obligations and /or improvements permitted under Louisville Municipal Code section 3.24.060 (as enacted by Ordinance No. 1507, Series 2007). The rebates provided for under this Agreement are solely for the initial construction of the Project. Any subsequent construction activities shall be subject to payment without rebate of all applicable building permit fees and construction use taxes. 6. Effect of Change in Tax Rate. Any increase or decrease in the City general sales, construction use, or consumer use tax rate above or below the applicable tax rate at the date of execution of this Agreement shall not affect the rebate payments to be made pursuant to this Agreement; rather, the amount of the rebate payments will continue to be based upon the general sales, construction use, or consumer use tax rate applicable at the date of execution of this Agreement (excluding the City's three - eighths percent (3/8 %) Open Space Tax and the one - eighth percent (1/8 %) Historic Preservation Tax). Any decrease in the City general sales, construction use, or consumer use tax rates shall cause the amount of the rebate payments made pursuant to this Agreement to be based on the applicable percentage of revenues actually received by the City from application of the tax rate affected. (excluding said Open Space and Historic Preservation Taxes). 7. Entire Agreement. This instrument shall constitute the entire agreement between the City and Company and supersedes any prior agreements between the parties and their agents or representatives, all of which are merged into and revoked by this Agreement with respect to its subject matter. Contact information is as follows: If to Company: Rogue Wave Software, Inc. Attn: David Goossen, General Counsel 5500 Flatiron Parkway, Suite 200 Boulder, CO 80301 Page 2 of 5