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10. GENERAL PROVISIONS. <br /> <br /> 10.1 Indemnification for Failure to Maintain Safety Mechanisms. This <br />Agreement may be terminated at any time by OPEX if Purchaser alters, removes, shuts-off or <br />otherwise makes inoperable any part of the safety mechanisms or safety features incorporated <br />into the Equipment. Further, Pumhaser shall indemnify and hold OPEX harmless from and <br />against any and all losses, damages, costs or expenses, including reasonable attorneys' fees, <br />which result from damage or injury to persons or property occurring during the operation, <br />maintenance or repair of Equipment, if such damage or injury is the result of Purchaser altering, <br />removing, shutting-off, or otherwise making inoperable or disregarding Equipment safety <br />mechanisms. <br /> <br /> 10.2 Assignment. Neither party may assign this Agreement unless mutually <br />agreed upon by the parties, such agreement not to be unreasonably withheld by either party. <br /> <br /> 10.3 Rights Cumulative; Non-Waiver. All rights and remedies conferred under <br />this Agreement or by any other instrument or law shall be cumulative and may be exercised <br />singularly or concurrently. Failure or delay by either party to enforce any contract term herein <br />shall not be deemed a waiver of future enforcement of that or any other term. <br /> <br /> 10.4 Severability. In the event any one or more of the provisions contained <br />herein shall for any reason be held to be unenforceable in any respect under the law of any state <br />or of the United States of America, such unenforceability shall not affect any other provision of <br />this Agreement, but this Agreement shall then be construed as if such unenforceable provision or <br />provisions had not been contained herein. <br /> <br /> 10.5 Force Majeure. Neither OPEX nor Purchaser shall be held responsible <br />for any delay or failure in performance of this Agreement caused by rites, strikes, embargoes, <br />government requirements, acts of God or public enemy or other similar causes beyond their <br />reasonable control. <br /> <br />By signing below, the parties hereto agree to be bound by the terms of this Agreement: <br /> <br />"Purchaser:" THE CITY OF SANTA ANA / <br />ATTEST.;-------'--. , ~ ./~ /- / /,~/ <br /> <br />TNi~e: ~:t;~c,~; 1E~Hceao~nYc,i <br /> <br />APPROVED A.S TO FORt~: <br /> <br />Name: Jos;p; W. Fletcher <br />Title: City Atto,~,,e~ <br />APPROVED A~O~ON~~ <br /> <br />Name: David N, Ream <br />Title: City Manager <br /> <br /> <br />