City Council Agenda and Packet 2019 09 10

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City of Louisville Downtown Business Association of Louisville,Inc. Attn:City Manager Attn:Rick Kron,President 749 Main Street P.O.Box 311 Louisville,CO 80027 Louisville,CO 80027 or to such other address or the attention of such other person(s)as hereafter designated in writing by the parties.Notices given in the manner described above shall be effective,respectively, upon personal delivery,upon facsimile receipt,or upon mailing. 26.Existing Rights.The DBA understands that the license granted hereunder is granted subject to prior franchise agreements and subject to all easements and other interests of record applicable to the Licensed Premises.The DBA shall be solely responsible for coordinating its activities hereunder with the holders of such franchise agreements or of such easements or other interests of record,and for obtaining any required permission for such activities from such holders if required by the terms of such franchises or easements or other interests. 27.No Waiver.Waiver by the City or the DBA of any breach of any tenn of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or provision thereof. 28.No Assignment.Except as provided in this Section 28,this Agreement and the license granted herein is personal to the parties hereto.The DBA shall not transfer or assign any rights or obligations under this Agreement,for monetary or any other consideration,without the prior written approval of the City,which approval is solely at the discretion of the City.Consent is hereby given for the DEA to assign to the Main Street Louisville Business Improvement District,a business improvement district organized pursuant to C.R.S. Section 31-25-1201 ~g. (hereinafter “District”)the right to occupy the Licensed Premises in conjunction with the DBA; provided,however,that such consent shall not be deemed effective until the District has executed and delivered to the City its written agreement to be bound by all terms and conditions of this Agreement.No such assignment shall relieve the DBA of its obligation to fully comply with the terms and conditions of this Agreement. 29.Entire Agreement.This Agreement is the entire agreement between the City and the DBA,may be amended only by written instrument subsequently executed by the City and the DBA.This Agreement replaces the License and Improvement Agreement between the City and the DBA dated April 4,2003,the License,Improvement Agreement signed November 2,2015, and the License,Improvement and Assistance Agreement for 2016 (collectively,the “Original Agreements”).Such Original Agreements are terminated;except,as provided therein,all of the terms and conditions of the Original Agreements concerning release,indemnification, termination,remedies and enforcement shall survive termination. 9 14