Resolution 2018-08 - Laserfiche WebLink

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indebtedness of whatsoever nature that is in any way secured or collateralized by sales and use tax revenues of the City 11 Annual Appropriation. Nothing in this Agreement shall be deemed or construed as creating a multiple fiscal year obligation on the part of the City within the meaning of Colorado Constitution Article X, Section 20 or any other constitutional or statutory provision, and the City's obligations hereunder are expressly conditional upon annual appropriation by the City Council, in its sole discretion Company understands and agrees that any decision of City Council to not appropriate funds for payment shall be without penalty or liability to the City and, further, shall not affect, impair, or invalidate any of the remaining terms or provisions of this Agreement 12 Governing Law: Venue This Agreement shall be governed and construed in accordance with the laws of the State of Colorado This Agreement shall be subject to, and construed in strict accordance with, the Louisville City Charter and the Louisville Municipal Code In the event of a dispute concerning any provision of this Agreement, the parties agree that prior to commencing any litigation, they shall first engage in a good faith the services of a mutually acceptable, qualified, and experienced mediator, or panel of mediators for the purpose of resolving such dispute In the event such dispute is not fully resolved by mediation or otherwise within 60 days a request for mediation by either party, then either party, as their exclusive remedy, may commence binding arbitration regarding the dispute through Judicial Arbiter Group Judgment on any arbitration award may be enforced in any court of competent jurisdiction 13 Legal Challenge: Escrow The City shall have no obligation to make any rebate payment hereunder during the pendency of any legal challenge to this Agreement The parties covenant that neither will initiate any legal challenge to the validity or enforceability of this Agreement, and the parties will cooperate in defending the validity or enforceability of this Agreement against any challenge by any third party Any funds appropnated for payment under this Agreement shall be escrowed in a separate City account in the event there is a legal challenge to this Agreement 14 Assignment This Agreement is personal to Company and Company may not assign any of the obligations, benefits or provisions of the Agreement in whole or in any part without the expressed written authonzation of the City Council of the City Any purported assignment, transfer, pledge, or encumbrance made without such prior written authorization shall be void 15 No Joint Venture. Nothing is this Agreement is intended or shall be construed to create a joint venture between the City and Company and the City shall never be liable or responsible for any debt or obligation of Company Page 4 of 5