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(excluding said Open Space, Historic Preservation, and Recreation Center <br />Taxes) <br />9 Entire Agreement. This instrument shall constitute the entire agreement <br />between the City and the Company and supersedes any prior agreements <br />between the parties and their agents or representatives, all of which are <br />merged into and revoked by this Agreement with respect to its subject <br />matter Contact information is .as follows <br />If to Company. <br />1882 Ventures, LLC <br />Attn Mark Oberholzer <br />640 Main Street <br />Louisville, CO 800027 <br />Mark@1882Ventures com <br />If to City. <br />Louisville City Hall <br />Attn Economic Development <br />749 Main Street <br />Louisville, CO 80027 <br />303 335 4531 <br />heatherb@louisvilleco gov <br />10 Termination This Agreement shall terminate and become void and of no <br />force or effect upon the City if, by June 30, 2020, Company has not <br />completed the Project (as evidenced by the issuance of a certificate of <br />occupancy for the tenant improvements of the Project), or should fail to <br />comply with any City code <br />11 Business Termination In the event that, within five (5) years of the <br />completion of the Project at the Project Location (as determined by the date <br />of issuance of the certificate of occupancy or final inspection for the Project), <br />the Company ceases operations at the Project Location, Company shall pay <br />to the City a portion of the total amount of fees and taxes which were due <br />and payable to the City but were rebated by the City to Company, as well <br />as reimburse the City for any funds provided to Company pursuant to this <br />Agreement. For each full month of the 5-year period the Company and/or <br />its successors and assigns, cease operations at the Project Location, the <br />City shall receive back 1 67% of the foregoing amounts <br />12. Subordination The City's obligations pursuant to this Agreement are <br />subordinate to the City's obligations for the repayment of any current or <br />future bonded indebtedness and are contingent upon the existence of a <br />surplus in sales and use tax revenues in excess of the sales and use tax <br />revenues necessary to meet such existing or future bond indebtedness <br />Page 3 of 6 <br />