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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 />13. Governin Law: Venue: Dispute Resolution. This Agreement shall be <br />governed and construed in accordance with the laws of the State of <br />Colorado. This Agreement shall be subject to, and construed in strict <br />accordance with, the Louisville City Charter and the Louisville Municipal <br />Code. Any action arising out of, in connection with, or relating to this <br />Agreement shall be filed in the District Court of Boulder County of the <br />State of Colorado and in no other court or jurisdiction. In the event of a <br />dispute concerning any provision of this Agreement, the parties agree that <br />prior to commencing any litigation, they shall first engage in good faith the <br />services of a mutually acceptable, qualified, and experienced 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 />of a request for mediation by either party, then either party, as their <br />exclusive remedy, may commence binding arbitration regarding the <br />dispute through Judicial Arbiter Group. Judgment on any arbitration <br />award may be 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 the Company and the <br />Company may not assign any of the obligations, benefits or provisions of <br />the Agreement in whole or in any part without the express written <br />authorization of the City Council of the City. Any purported assignment, <br />transfer, pledge, or encumbrance made without such prior written <br />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 the Company and <br />the City shall never be liable or responsible for any debt or obligation of <br />Company. <br />Page 5 of 6 <br />