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12. Governing Law: Venue. This Agreement shall be governed and construed in <br /> accordance with the laws of the State of Colorado. This Agreement shall be subject to, <br /> 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 /> 13. 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 /> 14. Assignment. This Agreement is personal to Boulder Wind Power, Inc. may <br /> not assign any of the obligations, benefits or provisions of the Agreement in whole or in <br /> any part without the expressed written authorization of the City Council of the City. Any <br /> purported assignment, transfer, pledge, or encumbrance made without such prior written <br /> authorization shall be void. <br /> 15. No Joint Venture. Nothing is this Agreement is intended or shall be <br /> construed to create a joint venture between the City and Boulder Wind Power, Inc. and <br /> the City shall never be liable or responsible for any debt or obligation of Boulder Wind <br /> Power, Inc. <br /> 16. No Third-Party Beneficiaries. There are no intended third-party beneficiaries <br /> to this Agreement. <br /> BOULDER WIND POWER, INC. CITY OF LOUISVILLE <br /> By: Gtr, • _ -''~ By: <br /> James 'orboy Robert P. Muckle <br /> Dir=ctor of Finance Mayor „,;,- <br /> ayor '-f °� <br /> a� � <br /> * <br /> ATTEST: ATT ST: °moo SEAL. d <br /> L ►'I.L 1.) ° <br /> Secretary ancy Var a, City Clerk P, <br /> 4 <br />