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Council, in its sole discretion. Company understands and agrees that any <br />decision of City Council to not appropriate funds for payment shall be <br />without penalty or liability to the City and, further, shall not affect, impair, <br />or invalidate any of the remaining terms or provisions of this Agreement. <br />12. Governing Law: Venue. This Agreement shall be governed and construed <br />in accordance with the laws of the State of Colorado. This Agreement <br />shall be subject to, and construed in strict accordance with, the Louisville <br />City Charter and the Louisville Municipal Code. In the event of a dispute <br />concerning any provision of this Agreement, the parties agree that prior to <br />commencing any litigation, they shall first engage in a good faith the <br />services of a mutually acceptable, qualified, and experience mediator, or <br />panel of mediators for the purpose of resolving such dispute. In the event <br />such dispute is not fully resolved by mediation or otherwise within 60 days <br />a request for mediation by either party, then either party, as their exclusive <br />remedy, may commence binding arbitration regarding the dispute through <br />Judicial Arbiter Group. Judgment on any arbitration award may be <br />enforced in any court of competent jurisdiction. <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 <br />this Agreement. The parties covenant that neither will initiate any legal <br />challenge to the validity or enforceability of this Agreement, and the <br />parties will cooperate in defending the validity or enforceability of this <br />Agreement against any challenge by any third party. Any funds <br />appropriated for payment under this Agreement shall be escrowed in a <br />separate City account in the event there is a legal challenge to this <br />Agreement. <br />14. Assignment. This Agreement is personal to Company may not assign any <br />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 <br />the City. Any purported assignment, transfer, pledge, or encumbrance <br />made without such prior written 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 Company and the <br />City shall never be liable or responsible for any debt or obligation of <br />Company. <br />Page 4 of 5 <br />