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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 />14. 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 />15.Assignment. This Agreement is personal to Company and Company may <br />not assign any of the obligations, benefits or provisions of the Agreement <br />in whole or in any part without the expressed written authorization of the <br />City Council of the City. Any purported assignment, transfer, pledge, or <br />encumbrance made without such prior written authorization shall be void. <br />16. 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 5 of 6 <br />