Resolution 2012-46 - Laserfiche WebLink

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expressly conditional upon annual appropriation by the City Council, in its sole discretion. The parties hereto understand and agree that any decision of City Council to not appropriate funds for payment shall be without penalty or recourse to the City and, further, shall not affect, impair, or invalidate any of the remaining terms or provisions of this Agreement. 14. 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 hereto agree that prior to commencing any litigation, they shall first engage in a good faith the services of a mutually acceptable, qualified, and experience 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 any party to such dispute, then any party to such dispute may commence legal proceedings regarding the dispute. The venue for any lawsuit concerning this agreement shall be in the District Court for Boulder County, Colorado. 15. 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 hereto covenant that no legal challenge to the validity or enforceability of this Agreement will be initiated, and the parties hereto will cooperate in defending the validity or enforceability of this Agreement against any challenge by any third party. Any funds appropriated for payment under this Agreement shall be escrowed in a separate City account in the event there is a legal challenge to this Agreement. 16. Assignment. This Agreement is personal to the parties of this Agreement and no party hereto may assign any of the obligations, benefits or provisions of the Agreement in whole or in any part without the expressed written authorization of the City Council of the City. The Sales Tax Rebate payment provisions may be assigned but any such assignment must be approved by the City Council of the City. Further, for any assignment, the assignor shall provide a true and complete copy of this Agreement to the assignee and the assignment shall expressly state that payments under this Agreement are expressly conditional upon annual appropriation by the City Council, in its sole discretion. Any purported assignment, transfer, pledge, or encumbrance made without such prior written authorization shall be void. 17. No Joint Venture. Nothing is this Agreement is intended or shall be construed to create a joint venture between or among the City and any of the other parties to this Agreement and the City shall never be liable or responsible for any debt or obligation of the other parties hereto. Page 5 of 6