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DocuSign Envelope ID:A18808EO-5F70-4494-BCOC-49B95D82162D
<br /> Representations and Covenants of Orange County. Orange County represents, covenants and
<br /> warrants for the benefit of Lifeline and any Registered Owners as follows:
<br /> a) Orange County is a [corporation] [limited liability company] [other], duly organized and
<br /> existing under the jurisdiction of its formation, with full power and authority to enter into
<br /> this Agreement and the transactions contemplated hereby and to perform all of its
<br /> obligations hereunder.
<br /> b) Orange County has duly authorized the execution and delivery of this Agreement by proper
<br /> action by its governing body at a meeting duly called, regularly convened and attended
<br /> throughout by the requisite majority of the members thereof or by other appropriate official
<br /> approval, and all requirements have been met and procedures have occurred in order to
<br /> ensure the validity and enforceability of this Agreement.
<br /> c) No event or condition that constitutes, or with the giving of notice or the lapse of time or
<br /> both would constitute, an event of default hereunder, nor shall any such event of default
<br /> exist at the time of delivery of the Mobile Unit.
<br /> Use and Maintenance of Purchaser Equipment. Orange County shall provide all permits and
<br /> licenses if any, necessary for the use and operation of the Purchaser Equipment by Lifeline for
<br /> manufacture, assembly, transportation and delivery of the Mobile Unit. In addition, Orange
<br /> County agrees to comply in all respect with all applicable laws, regulations and rulings of any
<br /> legislative, executive, administrative, or judicial body at all times during the term of this
<br /> Agreement; provided that Orange County may contest in good faith the validity or application of
<br /> any such law, regulation or ruling in any reasonable manner that does not, in the opinion of
<br /> Lifeline, adversely affect the interest of Lifeline in and to the Purchaser Equipment or its interest
<br /> or rights under this Agreement.
<br /> Disclaimer of Warrantees. The Mobile Unit will comply with the specifications described herein,
<br /> and will be constructed in a complete and workmanlike manner. Lifeline makes no other
<br /> warranty and does not authorize any person to create for it any other obligation or liability in
<br /> connection with the Mobile Unit. LIFELINE MAKES NO OTHER WARRANTY OR REPRESENTATION,
<br /> EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
<br /> FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY
<br /> WITH RESPECT THERETO. IN NO EVENT SHALL LIFELINE BE LIABLE FOR ANY INCIDENTAL,
<br /> INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF
<br /> THIS AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING, OR ORANGE COUNTY'S USE
<br /> OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
<br /> Assignment by Seller. Lifeline's right, title and interest in, to and under this Agreement and the
<br /> Purchaser Equipment may be assigned and reassigned in whole or in part to one or more
<br /> assignees or sub-assignees by Lifeline, subject to the consent of Orange County, which consent
<br /> shall not be unreasonably withheld.
<br /> Release and Indemnification. To the extent permitted by law, Orange County shall indemnify,
<br /> protect, hold harmless, save and keep harmless Lifeline from and against any and all liability,
<br /> obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses
<br /> in connection therewith (including without limitation counsel fees and expenses and any federal
<br /> income tax and interest, and penalties connected therewith imposed on interest received) arising
<br /> out of or as the result of(a)the ownership of any item of the Purchaser Equipment, (b)the
<br /> acquisition, use, operation, condition, purchase, storage or return of any item of the Purchaser
<br /> Equipment by Orange County, (c) or any accident in connection with the operation, use,
<br /> condition, possession, storage or return of any item of the Purchaser Equipment resulting in
<br /> damage to property or injury to or death to any person, and/or (d)the breach of any covenant
<br /> herein or any material misrepresentation contained herein by Orange County. The
<br /> indemnification arising under this paragraph shall continue in full force and effect
<br /> notwithstanding the full performance of all obligations under this Agreement or the termination
<br /> of this Agreement for any reason.
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