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<br />~ <br />\ <br /> <br />ARTICLE 10 <br />MISCELLANEOUS <br /> <br />10.1 No Waiver. No waiver by San Francisco of any default or breach of this Agreement <br />shall be implied from any failure by the UASI Management Team or San Francisco to take <br />action on account of such default if such default persists or is repeated. No express waiver by <br />San Francisco shall affect any default other than the default specified in the waiver and shall be <br />operative only for the time and to the extent therein stated. Waivers by San Francisco of any <br />covenant, term or condition contained herein shall not be construed as a waiver of any <br />subsequent breach of the same covenant, term or condition. The consent or approval by the <br />UASI Management Team or San Francisco of any action requiring further consent or approval <br />shall not be deemed to waive or render unnecessary the consent or approval to or of any <br />subsequent similar act. <br /> <br />10.2 Modification. This Agreement may not be modified, nor may compliance with any of its <br />terms be waived, except by written instrument executed and approved in the same manner as <br />this Agreement. <br /> <br />10.3 Governina Law: Venue. The formation, interpretation and performance of this <br />Agreement shall be governed by the laws of the State of California, without regard to its conflict <br />of laws principles. Venue for all litigation relative to the formation, interpretation and <br />performance of this Agreement shall be in San Francisco. <br /> <br />10.4 REDWOOD CITY to Pay All Taxes. REDWOOD CITY shall pay to the appropriate <br />governmental authority, as and when due, any and all taxes, fees, assessments or other <br />governmental charges, including possessory interest taxes and California sales and use taxes, <br />levied upon or in connection with this Agreement, the Grant Plan, the Grant Funds or any of the <br />activities contemplated by this Agreement. <br /> <br />10.5 Headinas. All article and section headings and captions contained in this Agreement <br />are for reference only and shall not be considered in construing this Agreement. <br /> <br />10.6 Entire Aareement. This Agreement sets forth the entire Agreement between the <br />parties, and supersedes all other oral or written provisions. The following Appendices are <br />attached to and a part of this Agreement: <br /> <br />. Appendix A, Authorized Expenditures <br />. Appendix B, Grant Assurances <br />. Appendix C, Form of Funding Request <br /> <br />10.7 Certified Resolution of Sianatorv Authoritv. Upon request of San Francisco, <br />REDWOOD CITY shall deliver to San Francisco a copy of the corporate resolution(s) <br />authorizing the execution, delivery and performance of this Agreement, certified as true, <br />accurate and complete by the appropriate authorized representative of REOWOOD CITY. <br /> <br />10.8 Severabilitv. Should the application of any provision of this Agreement to any particular <br />facts or circumstances be found by a court of competent jurisdiction to be invalid or <br />unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or <br /> <br />UASI FY08 - Redwood City <br /> <br />Page 13 of 18 <br /> <br />OCTOBER 23, 2008 <br />