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DocuSign Envelope ID: 23F49D2C-BE92-403F-B5DF-38B902B3BD63 Party, or the appointment of a receiver or similar officer for either Party or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, will also constitute a breach. In the event of a breach, the non -breaching Party may provide written notice of the breach to the other Party. If the breaching Party does not cure the breach, at its sole expense, as reasonably determined by the non -breaching Party in its sole discretion, within thirty (30) days after delivery of notice, the non -breaching Party may exercise any of its remedies provided under this IGA or at law, including immediate termination of this IGA. b. Non -Appropriation: The other provisions of this IGA notwithstanding, the City is prohibited by law from making financial commitments beyond the current fiscal year. Payment to County beyond the current fiscal year is contingent on the appropriation by City and continuing availability of funding in any subsequent year. City has reason to believe that sufficient funds will be available for the full Term. Where, however, funds are not appropriated for any fiscal period beyond the current fiscal year, City shall notify County, and this IGA shall terminate automatically at the end of the then -current fiscal year without penalty to City, although City will remain obligated to pay for any Services provided by County prior to termination under this subsection. c. Convenience: In addition to any other right to terminate under this Section, either Party may terminate this IGA, in whole or in part, for any or no reason, upon sixty (60) days' advance written notice to the other Party. 9. Remedies for Non -Performance: If County fails to perform any of its obligations under this IGA, City may deny payment for any Services that do not comply with the requirements of the IGA or that County otherwise fails to provide or fully and finally complete, and/or terminate this IGA for breach. 10. Binding Arbitration Prohibited: The Parties do not agree to binding arbitration by any extra- judicial body or person. 11. Notices: All notices provided under this IGA must be in writing and sent by Certified U.S. Mail (Return Receipt Requested), electronic mail, or hand -delivery to the other Party's Contact at the address specified in the Details Summary. For certified mailings, notice periods will begin to run on the day after the postmarked date of mailing. For electronic mail or hand -delivery, notice periods will begin to run on the date of delivery. 12. Entire Agreement/Binding Effect/Amendments: This IGA represents the complete agreement between the Parties and is fully binding upon them and their successors, heirs, and assigns, if any. This IGA terminates any prior agreements, whether written or oral in whole or in part, between the Parties relating to the Services. This IGA may be amended only by a written agreement signed by both Parties. 13. Assignment/Subcontractors: This IGA may not be assigned or subcontracted by County without the prior written consent of the City. If County subcontracts any of its obligations under this IGA, County will remain liable to the City for those obligations and will also be responsible for subcontractor's performance under, and compliance with, this IGA. 14. Governing LawNenue: The laws of the State of Colorado govern the construction, interpretation, performance, and enforcement of this IGA. Any claim relating to this IGA or breach thereof may only be brought exclusively in the Courts of the 20th Judicial District of the State of Colorado and the applicable Colorado Appellate Courts. 3 IGA — City of Louisville for Co -responder Services (apg 1.22.24)