Ordinance 2021-1804 - Laserfiche WebLink

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d. Assignment. CK Ventures may assign its interest in this Agreement to (a) an entity with the same beneficial ownership as CK Ventures, (b) a water provider with which CK Ventures has an agreement, or (c) to another person or entity if CK Ventures (1) guarantees that Party's remaining obligations under this Agreement, and (2) has the prior written consent of the City, which will not be unreasonably withheld after review of financial statements by the City of possible assignees. e. No Agency, Joint Venture or Other Relationship. The Parties acknowledge that they will not hold themselves out as an agent, partner or co -venturer of the other and that this Agreement is not intended and does not create an agency, partnership, joint venture or any other type of relationship except the contract relationships established hereby. f. Binding Effect. This Agreement shall extend to, bind and inure to the benefit of not only the Parties hereto but their respective personal representatives, heirs, successors and assigns. g. Time is of the Essence. Time is of the essence hereof, and if any payment or other condition hereof is not made, tendered, or performed by either the City or CK Ventures as herein provided, then the non -defaulting Party may have the remedies provided herein. h. Default; Remedies. In the event of a material breach by the City under this Agreement, then CK Ventures shall be entitled to all remedies at law or in equity, including but not limited to, an action for damages and/or specific performance. In the event of a material breach by CK Ventures prior to Closing, then the City shall, as its sole and exclusive remedy, be entitled to terminate the Agreement and shall be entitled to keep the earnest money payment as liquidated damages. In the event of a material breach by CK Ventures after the Closing, then the City shall be entitled to all remedies at law or in equity against the defaulting Party, including but not limited to an action for damages and/or specific performance. In addition, the defaulting Party shall pay all reasonable costs and expenses incurred by the non -defaulting Party, including reasonable attorney fees, as a result of the default. i. Cure. An event of default hereunder shall not be deemed to have occurred unless the non - defaulting Party provides written notice of default to the defaulting Party setting forth the nature of the claimed default and the curative actions required, and the defaulting Party does not cure such default within thirty (30) days of the date of such notice. No Waiver of Governmental Immunity/No Third -Party Beneficiary. This Agreement shall not create any right or duty of care or liability with respect to any person or entity not a party to this Agreement, or waive any of the privileges or immunities of the Parties or their officers, employees, successors and assigns may present pursuant to law, including, but not limited to, the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as amended. Page 9 of 13