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herein as a "Default." <br />4.3 Remedies. Upon the occurrence of a Default with respect to a Parry (such parry, 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 Parry <br />for damages. Notwithstanding the foregoing, in the event that the City fails to timely pay the Gas <br />Payment Amount to TruStar, TruStar 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 thereof) 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 5 <br />LIMITATION ON DAMAGES <br />5.1 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 />