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9. Governing Law; Venue. This Second Amendment shall be governed and <br />construed in accordance with the laws of the State of Colorado. Any action arising <br />out of, in connection with, or relating to this Second Amendment shall be filed in <br />the District Court of Boulder County of the State of Colorado and in no other court <br />or jurisdiction. <br />10. Legal Challenge; Escrow. In the event of any legal challenge to this Second <br />Amendment or the Incentive Agreement, the City shall have the option to suspend <br />the Temporary Waiver during the pendency of such legal challenge. Superior shall <br />provide the City with written notice of any legal challenge to the Incentive <br />Agreement within 5 days of being served with a complaint. The Parties covenant <br />that neither will initiate any legal challenge to the validity or enforceability of this <br />Second Amendment. Upon suspension of the Temporary Waiver pursuant to this <br />Section, any funds subject to the suspended Temporary Waiver shall be escrowed <br />in a separate Superior account. <br />11.Assianment. Neither Party may assign any of the obligations, benefits or <br />provisions of this Second Amendment in whole or in any part without the express <br />written authorization of the other Party; provided that, this Section shall not be <br />construed to prevent Superior from making rebates to Company in accordance <br />with the Incentive Agreement and subject to the terms and conditions of this <br />Second Amendment. Any purported assignment, transfer, pledge, or <br />encumbrance made without such prior written authorization shall be void. <br />12. No Joint Venture. Nothing is this Second Amendment is intended or shall be <br />construed to create a joint venture between the City and Superior, and neither <br />Party shall be liable or responsible for any debt or obligation of the other Party, <br />including without limitation any debt or obligation established under the Incentive <br />Agreement. <br />IN WITNESS WHEREOF the Parties have executed this Second Amendment as of the <br />Effective Date. <br />TOWN OF SUPERIOR CITY OF LOUISVILLE <br />By: <br />By: <br />Mark Lacis, Mayor Christo r M. Leh, ayor <br />ATTEST: ATTEST: <br />4 <br />