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9 <br /> 6. LIABILITY: Except as otherwise provided in this paragraph, LOJACK shall <br /> be responsible for all costs, damage, and/or loss to LOJACK owned equipment including, <br /> but not limited to, damage resulting from motor vehicle accidents, and any costs <br /> associated with the repair, and/or replacement of any LOJACK owned equipment in <br /> vehicles. Further,LOJACK agrees to indemnify and hold harmless the CITY for any <br /> claim for damages asserted against the CITY based upon the use by the CITY of the <br /> LOJACK System and attributed to any negligence or fault on the part of LOJACK, or to <br /> a defect in any component of the LOJACK System. The CITY will be liable for any <br /> damage or loss of LOJACK owned equipment only in cases of gross negligence or willful <br /> misconduct by the CITY personnel acting within the scope of their employment. <br /> 7. OWNERSHIP AND MAINTENANCE: LOJACK shall retain ownership and <br /> be liable for all maintenance of LOJACK supplied equipment and software. <br /> 8. PERSONNEL: All LOJACK installation and maintenance personnel having <br /> access to the CITY's facilities, property, and/or systems shall be approved by the CITY. <br /> 9. SUCCESSORS AND ASSIGNS: the CITY and LOJACK each agree that this <br /> Agreement shall be binding on any successor of the parties. <br /> 10. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement of <br /> the parties and there are no other promises or conditions in any other agreement whether <br /> oral or written. This Agreement supersedes any prior written or oral agreements between <br /> the parties. <br /> 11. AMENDMENT: This Agreement may be modified or amended by the <br /> written mutual consent of both parties. <br /> 12. SEVERABILITY: If any provisions of this Agreement shall be held to be <br /> invalid or unenforceable for any reason, the remaining provisions shall continue to be <br /> valid and enforceable. If a court finds that any provision of this Agreement is invalid or <br /> unenforceable, but that by limiting such provision it would become valid or enforceable, <br /> then such provision shall be deemed to be written, construed, and enforced as so limited. <br /> 13. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce <br /> any provision of this Agreement shall not be construed as a waiver or limitation of that <br /> party's right to subsequently enforce and comply with every provision of this Agreement. <br /> 74 <br /> 2 <br />