IPC (USA) INC., A CALIFORNIA CORPORATION-2013

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5.2.1 The relationship between IPC and City pursuant to this Agreement is and shall remain solely that of contracting parties, and City neither undertakes nor assumes any responsibility pursuant to this Agreement to review, inspect, supervise, approve, or inform IPC of any matter in connection with this Agreement or the Required Operations; 5.2.2 City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property (except to the extent proximately caused by City's active negligence or intentional misconduct), resulting or in any way arising from (a) any defect in any building, grading, landscaping, or other onsite or offsite improvement; (b) any act or omission of IPC or any of IPC's agents, employees, independent contractors, licensees, sublessees or invitees; or (c) any accident at the facility to which IPC relocates its headquarters for its California business and sales office, or any fire or other casualty or hazard thereon; and 5.2.3 By accepting or approving anything required to be performed or given to City under this Agreement, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 5.3 Interpretation; Governing Law; Venue. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California, without regard to conflict of law principles. All legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that County. 5.4 Severability. If any term, provision, Agreement, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 5.5 Binding Effect; Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 5.6 Notices. All notices and other communication required under this Agreement shall be in writing and shall be delivered by either (i) personal delivery, (ii) reliable courier service that provides a receipt showing date and time of delivery, (iii) registered or certified U.S. Mail, postage prepaid, return receipt requested, or (iv) facsimile. Notices shall be addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other party hereto: To City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Manager Facsimile: (714) 647-6954 131/030876-0001 5940427.2 a07 30i 13 -7-