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<br />. . <br /> <br />8 <br /> <br />8 <br /> <br />Carl J. Marek <br />Telecommunications Coordinator <br />City of Santa Ana <br />Post Office Box 1988, M- 77 <br />20 Civic Center Plaza, <br />Santa Ana, CA 92701 <br /> <br />11. <br /> <br />Assi gum en tiS u bcontractors <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor <br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of <br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written <br />consent shall be considered null and void. Vendor shall be fully responsible to the City for performance <br />of subcontractors. Nothing in this Agreement shall be construed to limit the City's ability to have any of <br />the services which are the subject to this Agreement performed by City personnel or by other consultants <br />retained by City. <br /> <br />12. <br /> <br />Indemnification <br /> <br />Vendor shall defend, indemnify and save harmless the City of Santa Ana, and its officers, agents, <br />and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature <br />(including workers' compensation claims and unemployment insurance claims) for damages to property <br />and/or physical injury or death of any person in any way resulting from or arising out of the operations <br />and acts of Vendor, its agents, employees or subcontractors, in the performance of this Agreement, <br />except to the extent caused by or resulting from any act or omission of the indemnified parties. <br /> <br />13. <br /> <br />Validity <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect the <br />validity of any other provision of this Agreement. <br /> <br />14. <br /> <br />Laws Governing this Agreement <br /> <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be governed and construed in accordance with the laws of the State of California. This <br />Agreement has been executed and delivered in the State of California and the validity, interpretation, <br />performance, and enforcement of any of the clauses of this Agreement shall be determined and governed <br />by the laws of the State of California. Both parties further agree that Orange County, California, shall be <br />the venue for any action or proceeding that may be brought or arise out of, in connection with or by <br />reason of this Agreement. <br /> <br />15. <br /> <br />Exclusivity and Amendment of Agreement <br />This Agreement, along with any and all related exhibits and attachments, supersedes all other <br /> <br />Page 5 of 6 <br />