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dispute is not fully resolved by mediation or otherwise within 60 days a request for mediation by either <br /> party, then either party may commence legal proceedings regarding the dispute. The venue for any <br /> lawsuit concerning this agreement shall be in the District Court for Boulder County, Colorado. <br /> 12. Legal Challenge; Escrow. The City shall have no obligation to make any rebate payment <br /> hereunder during the pendency of any legal challenge to this Agreement. The parties covenant that <br /> neither will initiate any legal challenge to the validity or enforceability of this Agreement, and the <br /> parties will cooperate in defending the validity or enforceability of this Agreement against any challenge <br /> by any third party. Any funds 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 Agreement. <br /> 13. Assignment. This Agreement is personal to Imagine Nation Books, Ltd may not assign any <br /> of the obligations, benefits or provisions of the Agreement in whole or in any part without the expressed <br /> written authorization of the City Counciil of the City. Any purported assignment, transfer, pledge, or <br /> encumbrance made without such prior written authorization shall be void. <br /> 14. No Joint Venture. Nothing is this Agreement is intended or shall be construed to create a <br /> joint venture between the City and Imagine Nation Books, Ltd and the City shall never be liable or <br /> responsible for any debt or obligation of Imagine Nation Books, Ltd <br /> 15. No Third -Party Beneficiariel. There are no intended third -party beneficiaries to this <br /> Agreement. <br /> IMAGINE NATION BOOKS, LTD CITY L V <br /> l <br /> By: By: R <br /> Ai <br /> JasE'i M. K. a, Cha 7 Sw f,„ <br /> Director of�'roject Development Mayor t 4 <br /> r 0® on, <br /> ATTEST: ATTEST: m A <br /> y 9 <br /> a ..i zsC� A I I <br /> Nancy Varr o. s A 3 <br /> i <br /> ecretar <br /> City Clerk <br /> 3 <br />