NEC CORPORATION OF AMERICA, INC. - 2011-164

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and To Vendor: City of Santa Ana 20 Civic Center Plaza (M -77) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6722 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6515 NEC Corporation of America, Inc. Peggy Castner 3900 Kilroy Airport Way Long Beach, CA 90806 telefacsimile (714) 832 -3439 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. Assignment /Subcontractors Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Vendor shall be fully responsible to the City for performance of subcontractors. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. Indemnification Vendor shall defend, indemnify and save harmless the City of Santa Ana, and its officers, agents, and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature (including workers' compensation claims and unemployment insurance claims) for damages to property and /or physical injury or death of any person in any way resulting from or arising out of the operations and acts of Vendor, its agents, employees or subcontractors, in the performance of this Agreement, except to the extent caused by or resulting from any act or omission of the indemnified parties.