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The City shall further have the right to audit such records, to make transcripts therefrom, <br />and to inspect all program data, documents, proceedings, and activities. <br />22. No Waiver. Waiver by the City or the BID of any breach of any term of this <br />Agreement shall not be deemed a waiver of any subsequent breach of the same or any <br />other term or provision thereof. <br />23. No Joint Venture or Partnership. Nothing contained in this Agreement is <br />intended to create a partnership or joint venture between the City and the BID and any <br />implication to the contrary is hereby expressly disavowed. It is understood and agreed <br />that this Agreement does not provide for the joint exercise by the parties of any activity, <br />function or service, nor does it create a joint enterprise, nor does it authorize any Party to <br />act as an agent of another Party hereto for any purpose whatsoever. <br />24. No Third Partv Beneficiaries. The Parties, in their corporate and <br />representative governmental capacity are the only parties intended to be the beneficiaries <br />of this Agreement and no other person or entity is so intended. <br />25. Governinq Law and Venue. The laws of the State of Colorado shall govern <br />this Agreement, and venue shall lie exclusively in courts of the County of Boulder. <br />26. Payments Subiect to Appropriation. Nothing in this Agreement is <br />intended or shall be deemed or construed as creating any multiple -fiscal year direct or <br />indirect debt or financial obligation on the part of the City or the BID within the meaning <br />of Colorado Constitution Article X, Section 20 or any other constitutional or statutory <br />provision. All financial obligations of the City under this Agreement are subject to annual <br />budgeting and appropriation by the Louisville City Council, in its sole discretion. All <br />financial obligations of the BID under this Agreement are subject to annual budgeting and <br />appropriation by the Board of Directors of the BID, in its sole discretion within <br />authorization of the City Council in a BID operating plan or amendment thereto. <br />27. No Assiqnment. This Agreement and the license granted herein is <br />personal to the parties hereto. The BID shall not transfer or assign any rights or <br />obligations under this Agreement, for monetary or any other consideration, without the <br />prior written approval of the City, which approval is solely at the discretion of the City. <br />28. Entire Agreement. This Agreement is the entire agreement between the <br />City and the BID, may be amended only by written instrument subsequently executed by <br />the City and the BID. <br />29. Authority. The City Manager is hereby given authority to make any <br />amendments to this Agreement costing less than $5000.00 singly, without additional City <br />Council action. <br />11 <br />