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I 2. (iov"erning La Venue. This ,i'Vgreernent shall he governed and construed <br /> aecordanee with the la\vs of the .State of ('olorado. Fhis Agreement shall be subject to. <br /> and construed in strict accordance with. the Louisville ('itr (Martel .ind the Loin s% it c <br /> Municipal Code, 1n the event >t t dispute concerning any provision elf this A!,,reenlent. <br /> the parries agree that prior to commencing am litigation. they shall first engage in LI <br /> faith the services of a mutuatlly acceptable, qualified. and experience mediator, or panel <br /> of mediators for the purpose of r"e,ol\ing such dispute. In the event such dispute k not <br /> fully resoled by mediation or other\\ase \vithin 60 days a request for mediation by either <br /> part, then either party n1.1) commence legal proceedings regarding the dispute. The <br /> venue for any lawsuit corlecrnin this agreement shall be in the District Court tor Boulder <br /> Comm Colorado, <br /> 13, 1.e_'.al Challenge: t serow. The City shall have no obligation to slake tiny <br /> rebate payment hereunder during the pendene\ of any legal challenge to this ,Agreement. <br /> The parties covenant that neither 111 initi any legal ehalleng,e to the validity or <br /> enforceability of this Agreement. and the parties will Louperate in defending the validity <br /> or enttlreeability of this Agreement against any challenge by any third party. ;\n funds <br /> appropriated for payment under this Agreement shall be escro\v-ed in a separate City <br /> account in the event there is a legal challenge to this Agreement. <br /> 14. Assignment. This Agreement is personal to Rocky \lountaiu Natural 1..ahs. <br /> 1.1.('. may' not assign any of the obligations. benefits or provisions of the Agreement in <br /> vrhole or in any part without the expressed vv-ritten authorization of the (.`ity" ('1 until of <br /> the City. Any purported assignment. transfer, ple(i e. or env urllbranec made without sueh <br /> prior vv-ritten authorization sli 111 be void. <br /> I5. No Joint Venture. Nothing is this Agreement is intended or shall be <br /> construed to create a joint venture betvv-een the City= and Rock" -fountain Natural Labs. <br /> I.I.C. and the ('itv shall never be liable or responsible for any debt or obligation of Rocky <br /> Mountain Natural Labs. i.I.('. <br /> 16, No Third-l'artv l3eneliciaries. YI`here are no intended third -party beneficiaries <br /> to this Agreement, <br /> ROCKY b1O1_U\T A1N NAItAZ,AI., i.ABS. 1.�i..C. CITY OF I,O. ISVI :1_h: <br /> By <br /> By: <br /> (name) �T` les C Sisk <br /> e <br /> (title) <br /> Af7'EvS1'. s EA <br /> u <br /> j g <br /> Secretary <br /> 0+ arra. Catty Clerk <br />