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and construed in strict accordance with, the Louisville City Charter and the Louisville <br /> Municipal Code. In the event of a dispute concerning any provision of this Agreement, <br /> the parties agree that prior to commencing any litigation, they shall first engage in a good <br /> faith the services of a mutually acceptable, qualified, and experience mediator, or panel <br /> of mediators for the purpose of resolving such dispute. In the event such dispute is not <br /> fully resolved by mediation or otherwise within 60 days a request for mediation by either <br /> party, then either party may commence legal proceedings regarding the dispute. The <br /> venue for any lawsuit concerning this agreement shall be in the District Court for Boulder <br /> County, Colorado. <br /> 12. Legal Challenge; Escrow. The City shall have no obligation to make any <br /> rebate payment hereunder during the pendency of any legal challenge to this Agreement. <br /> The parties covenant that neither will initiate any legal challenge to the validity or <br /> enforceability of this Agreement, and the parties will cooperate in defending the validity <br /> or enforceability of this Agreement against any challenge by any third party. Any funds <br /> appropriated for payment under this Agreement shall be escrowed in a separate City <br /> account in the event there is a legal challenge to this Agreement. <br /> 13. Assignment. This Agreement is personal to Westcon, Inc. and Westcon, Inc. <br /> may not assign any of the obligations, benefits or provisions of the Agreement in whole <br /> or in any part without the expressed written authorization of the City Council of the City. <br /> Any purported assignment, transfer, pledge, or encumbrance made without such prior. : <br /> written authorization shall be void. <br /> 14. No Joint Venture. Nothing is this Agreement is intended or shall be • <br /> construed to create a joint venture between the City and Westcon, Inc. and the City shall <br /> never be liable or responsible for any debt or obligation of Westcon, Inc. <br /> 15. No Third-Party Beneficiaries. There are no intended third-party beneficiaries <br /> to this Agreement. <br /> WESTCON GROUP NORTH <br /> AMERICA, INC. CITY OF LOUISVILLE <br /> By: �WLIII7j1 / By: <br /> „ • <br /> Chuck Thropp Robert P. Muckle <br /> Chief Financial O,'cer Mayor <br /> • 9j ,I +' <br /> A ► 4% AT ST: <br /> SEAL <br /> • <br /> Berni 1 Nancy Varra <br /> • r <br /> Vice President, Opera ens City Clerk �,+•-••••••••• <br />