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<br />6.20 <br />Page 12 <br /> <br />6.3 Incidental and Conseauential Damaaes. Losses covered under this Article 6 shall <br />include any and all incidental and consequential damages resulting in whole or in part from <br />REDWOOD CITY's acts or omissions. Nothing in this Agreement shall constitute a waiver or <br />limitation of any rights that any Indemnified Party may have under applicable law with respect to <br />such damages. <br /> <br />6.4 LIMITATION ON LIABILITY OF SAN FRANCISCO. CITY'S OBLIGATIONS UNDER <br />THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF GRANT <br />FUNDS ACTUALLY DISBURSED HEREUNDER. NOTWITHSTANDING ANY OTHER <br />PROVISION CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR <br />COMMUNICATION RELATING TO THIS AGREEMENT, IN NO EVENT SHALL CITY BE <br />LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, <br />FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, <br />INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS <br />AGREEMENT, THE GRANT FUNDS, THE GRANT PLAN OR ANY ACTIVITIES PERFORMED <br />IN CONNECTION WITH THIS AGREEMENT. <br /> <br />ARTICLE 7 <br />EVENTS OF DEFAULT AND REMEDIES; TERMINATION FOR CONVENIENCE <br /> <br />7.1 Events of Defau It. The occurrence of anyone or more of the following events shall <br />constitute an "Event of Default" under this Agreement: <br /> <br />(a) False Statement. Any statement, representation or warranty contained in this <br />Agreement, in any Reimbursement Request, or in any other document submitted to the UASI <br />Management Team or to City under this Agreement is found by the UASI Management Team or <br />by City to be false or misleading. <br /> <br />(b) Failure to Perform Other Covenants. REDWOOD CITY fails to perform or <br />breaches any provision or covenant of this Agreement to be performed or observed by <br />REDWOOD CITY as and when performance or observance is due and such failure or breach <br />continues for a period of ten (10) days after the date on which such performance or observance <br />is due. <br /> <br />(c) Failure to Comelv with ADelicable Laws. REDWOOD CITY fails to perform or <br />breaches any of the terms or provisions of Article 12. <br /> <br />(d) Voluntary Insolvency. REDWOOD CITY(i) is generally not paying its debts as <br />they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a <br />petition for relief or reorganization or arrangement or any other petition in bankruptcy or for <br />liquidation or to take advantage of any bankruptcy, insolvency or other debtors' relief law of any <br />jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the <br />appointment of a custodian, receiver, trustee or other officer with similar powers of REDWOOD <br />CITY or of any substantial part of REDWOOD CITY's property or (v) takes action for the <br />purpose of any of the foregoing. <br /> <br />(e) Involuntary Insolvency. Without consent by REDWOOD CITY, a court or <br />government authority enters an order, and such order is not vacated within ten (10) <br /> <br />UASI FY08 - Redwood City <br /> <br />Page 9 of 18 <br /> <br />OCTOBER 23, 2008 <br />