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herein as a "Default."
<br />4.3 Remedies. Upon the occurrence of a Default with respect to a Party (such party, the
<br />"Defaulting Party"), the non -defaulting Party (the "Performing Party") shall in its sole
<br />discretion and upon five (5) Business Days' notice to the Defaulting Party, be entitled to do any
<br />one or more of the following: (i) suspend its performance under this Agreement, (ii) terminate this
<br />Agreement effective upon the date of such notice, and (iii) proceed against the Defaulting Party
<br />for damages, Notwithstanding the foregoing, in the event that the City fails to timely pay the Gas
<br />Payment Amount to TruStar, TruS tar may terminate the Agreement on 30 days' written notice to
<br />the City, and TruStar's damages shall equal the Targeted CNG Dispensing Amount multiplied by
<br />$0.67 for all of the GGEs (or $5.23 per MMBtu) of RNG each Annual Measurement Period (or
<br />portion thereon) remaining in the Initial Term.
<br />4.4 Except as otherwise expressly limited by the last sentence of Section 4.3, the
<br />Performing Party's rights under Section 4.3 are in addition to, and not in limitation or exclusion
<br />of, any other rights that it may have (whether by agreement, operation of law, equitable principles
<br />or otherwise).
<br />ARTICLE 3
<br />LIMITATION ON DAMAGES
<br />51 Indemnification. Each Party agrees to protect, defend, indemnify and hold the
<br />other Party harmless from and against any and all third party claims, demands, suits, losses,
<br />expenses (including reasonable attorneys' fees), damages, fines, penalties, causes of action and
<br />liabilities of every type and character, including personal injury or death to any person or loss or
<br />damage to any personal or real property (collectively, "Liability"), caused by or directly or
<br />indirectly arising out of or resulting from the first Party's (i) breach of this Agreement, (ii)
<br />negligence or willful misconduct, or (iii) failure to comply with applicable Law in connection with
<br />the transactions contemplated herein, except to the extent such Liability results from the other
<br />Party's gross negligence or willful misconduct.
<br />5.2, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
<br />FOR, AND EACH OF THE PARTIES WAIVES THE RIGHT TO SEEK, INCIDENTAL,
<br />INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF
<br />ANY KIND.
<br />ARTICLE 6
<br />GOVERNING LAW AND DISPUTE RESOLUTION
<br />6.1 Governing Law, This Agreement and all matters arising in connection therewith,
<br />including validity and enforcement, shall be governed by, interpreted and construed in accordance
<br />with the laws of the State of California, without giving effect to its conflicts of laws principles that
<br />would result in the application of a different law.
<br />6.2 Dispute Resolution/Arbitration. Any dispute or controversy arising under, out of, in
<br />connection with, or in relation to this Agreement, and any amendment thereof, shall be determined
<br />
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