Resolution 2012-65 - Laserfiche WebLink

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17. Legal Challenge; Escrow. The City shall have no obligation to make any rebate payment hereunder during the pendency of any legal challenge to this Agreement. The parties covenant that neither will initiate any legal challenge to the validity or enforceability of this Agreement, and the parties will cooperate in defending the validity or enforceability of this Agreement against any challenge by any third party. Any funds appropriated for payment under this Agreement shall be escrowed in a separate City account in the event there is a legal challenge to this Agreement. 18. Assignment. The Company may not assign, transfer, pledge or encumber, whether for collateral or any other purposes, any of the obligations, benefits or provisions of the Agreement in whole or in any part without the express written consent of the City, which consent shall not be unreasonably withheld; provided, that an assignment shall be permitted (i) to any entity who is an affiliate of the Company provided such assignment is of the Agreement in its entirety to a single entity; (ii) to a successor in title to 100% of the Company's ownership interest in the Project and 100% of the Company's entire 22,000 square foot lease interest in the Project Location and neither such successor nor any of its affiliate own another retail business within the City; and (iii) to a lender to the Company provided such assignment is limited to a collateral assignment or pledge of the amounts payable to the Company hereunder. An assignment under (i) or (ii) above shall only be permitted after the work is complete and a temporary certificate of occupancy or occupancy permit has been issued for the Project. For purposes of this Section, an "affiliate" means and is limited solely to an entity that controls, is controlled by, or is under common control with the Company. Any purported assignment, transfer, pledge, or encumbrance made without such prior written consent shall be void. In event consent required hereunder is given, the benefits and obligations conferred hereunder shall run to the benefit of the owner and operator of the Project. 19. No Joint Venture. Nothing in this Agreement is intended or shall be construed to create a joint venture between the City and the Company and the City shall never be liable or responsible for any debt or obligation of the Company. Lit This Agreement is enacted this /w day of 0(► Q 4A) , 2012. ALFALFA'S MARKET, INC. CITY OF LOUISVILLE A Colorado Corporation By. /. i1 •. 4t, _ at Bar et Feinblum i4 `1 sert P. Muckle Mayor SEAL. • ATTEST: ST: j e ':�!, •lam i ./.'A lane �kr1/-c / •_ Caney Varr:, City Clerk Print Name / Page6of6