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<br />"- <br /> <br />days, (i) appointing a custodian, receiver, trustee or other officer with similar powers with <br />respect to REDWOOD CITY or with respect to any substantial part of REDWOOD CITY's <br />property, (ii) constituting an order for relief or approving a petition for relief or reorganization or <br />arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any <br />bankruptcy, insolvency or other debtors' relief law of any jurisdiction or (iii) ordering the <br />dissolution, winding-up or liquidation of REDWOOD CITY. <br /> <br />7.2 Remedies Upon Event of Default. Upon and during the continuance of an Event of <br />Default, City may do any of the following, individually or in combination with any other remedy: <br /> <br />(a) Termination. City may terminate this Agreement by giving a written termination <br />notice to REDWOOD CITY and, on the date specified in such notice, this Agreement shall <br />terminate and all rights of REDWOOD CITY hereunder shall be extinguished. In the event of <br />such termination, City will pay REDWOOD CITY for Authorized Expenditures in any <br />Reimbursement Request that was submitted and approved by the UASI Management Team <br />and by City prior to the date of termination specified in such notice. <br /> <br />(b) Withholdino of Grant Funds. City may withhold all or any portion of Grant <br />Funds not yet disbursed hereunder, regardless of whether REDWOOD CITY has previously <br />submitted a Reimbursement Request or whether the UASI Management Team and/or City has <br />approved the disbursement of the Grant Funds requested in any Reimbursement Request. Any <br />Grant Funds withheld pursuant to this Section and subsequently disbursed to REDWOOD CITY <br />after cure of applicable Events of Default shall be disbursed without interest. <br /> <br />(c) Return of Grant Funds. City may demand the immediate return of any <br />previously disbursed Grant Funds that have been claimed or expended by REDWOOD CITY in <br />breach of the terms of this Agreement, together with interest thereon from the date of <br />disbursement at the maximum rate permitted under applicable law. <br /> <br />7.3 Termination For Convenience. <br /> <br />(a) City shall have the option, in its sole discretion, to terminate this Agreement, at <br />any time during the term hereof, for convenience and without cause. City shall exercise this <br />option by giving REDWOOD CITY written notice of termination. The notice shall specify the <br />date on which termination shall become effective. <br /> <br />(b) Upon receipt of the notice, REDWOOD CITY shall commence and perform, with <br />diligence, all actions necessary on the part of REDWOOD CITY to effect the termination of this <br />Agreement on the date specified by City and to minimize the liability of REDWOOD CITY and <br />City to third parties as a result of termination. All such actions shall be subject to the prior <br />approval of the UASI Management Team. <br /> <br />(c) Within 30 days after the specified termination date, REDWOOD CITY shall <br />submit to the UASI Management Team an invoice for all Authorized Expenses incurred through <br />the termination date. For Authorized Expenses incurred after receipt of the notice of <br />termination, City will only reimburse REDWOOD CITY if the Authorized Expenses received prior <br />approval from the UASI Management Team as specified in subparagraph (b). <br /> <br />UASI FY08 - Redwood City <br /> <br />Page 10 of 18 <br /> <br />OCTOBER 23, 2008 <br />