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11. 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 experienced 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 the entities constituting the <br />Company and the Company may not assign any of the obligations, benefits or provisions <br />of the Agreement in whole or in any part without the expressed written authorization of <br />the City Council of the City. Any purported assignment, transfer, pledge, or <br />encumbrance made without such prior 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 Company and the City shall <br />never be liable or responsible for any debt or obligation of Company. <br />15. No Third -Party Beneficiaries. There are no intended third -party beneficiaries <br />to this Agreement. <br />CANAIMA OUTDOORS, INC. <br />By: G� /2�0 Xii)1 <br />Ricar o Bottome <br />President <br />ATTEST: <br />PLikiut <br />Jia(vyl 1- TL -1 <br />Name <br />3 <br />CITY OF LOUISVILLE <br />By: <br />. . �` ' tO ui <br />Robe P. Muckle ', '_•r•' " "• .` <br />Mayor fir; <br />• SE . <br />Nancy Varra, <br />City Clerk <br />