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DocuSign Envelope ID: 7636E61D-37CF-4104-8D18-3BD87A8BD23D <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 State <br />of Colorado and in no other court or jurisdiction. In the event of a dispute <br />concerning any provision of this Agreement, the parties agree that prior to <br />commencing any litigation, they shall first engage in good faith the services <br />of a mutually acceptable, qualified, and experienced mediator, or panel of <br />mediators for the purpose of resolving such dispute. In the event such <br />dispute is not fully resolved by mediation or otherwise within 60 days of a <br />request for mediation by either party, then either party, as their exclusive <br />remedy, may commence binding arbitration regarding the dispute through <br />Judicial Arbiter Group. Judgment on any arbitration award may be enforced <br />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 parties <br />will cooperate in defending the validity or enforceability of this Agreement <br />against any challenge by any third party. Any funds appropriated for <br />payment under this Agreement shall be escrowed in a separate City <br />account in the event there is a legal challenge to this Agreement. <br />15. Assignment. This Agreement is personal to the Company and the Company <br />may not assign any of the obligations, benefits or provisions of the <br />Agreement in whole or in any part without the express written authorization <br />of the City Council of the City. Any purported assignment, transfer, pledge, <br />or encumbrance made without such prior written 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 />