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conditions of this Agreement shall terminate the Property Owner's right to the Grant payment. 9. NOTICE: Any notices or communication required or permitted hereunder shall be given in writing and shall be personally delivered, or sent by facsimile transmission or by United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows: City: Property Owner: City of Louisville Attn: City Manager 749 Main Street Louisville, CO 80027 Fax: (303) 335-4550 Curtis McDonald 541 Jefferson Avenue 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. 10. ENTIRE AGREEMENT; AMENDMENTS: This writing, together with Exhibit A attached hereto, constitutes the entire Agreement between the parties hereto with respect to the subject matter herein, and shall be binding upon and inure to the benefit of the respective successors and assigns of said parties. This Agreement may be amended only by written agreement approved by both parties. 11. NO JOINT VENTURE OR PARTNERSHIP: Nothing contained in this Agreement is intended to create a partnership or joint venture between the City and the Property Owner with respect to the Work, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not provide for the joint exercise by the parties of any activity, function or service, nor does it create a joint enterprise, nor does it authorize any party hereto to act as an agent of the other party hereto for any purpose. 12. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of Colorado and venue shall lie in the County of Boulder. 13. NO LIABILITY; NO WAIVER OF IMMUNITY: The City shall in no manner be liable to the Property Owner or any other person for any monies expended or liabilities incurred by the Property Owner in connection with the Grant program, whether or not the Property Owner is actually paid any funds from the Grant. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have created a duty of care which did not previously exist with respect to any person not a party to this Agreement. 14. NO THIRD PARTY BENEFICIARY ENFORCEMENT: It is expressly understood and 3