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11. Assignment/Subcontractors <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may <br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the <br />City and any such assignment, transfer, delegation or subcontract without the City's prior written consent <br />shall be considered null and void. Vendor shall be fully responsible to the City for performance of <br />subcontractors. Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject to this Agreement performed by City personnel or by other consultants <br />retained by City. <br />12. Indemnification <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 ofthis Agreement, except <br />to the extent caused by or resulting from any act or omission of the indemnified parties. <br />13. Validi <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 />14. Laws Governing this Agreement <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 />15. Exclusivity and Amendment of Agreement <br />This Agreement, along with any and all related exhibits and attachments, supersedes all other <br />agreements, either oral or written, between the parties hereto with respect to the retention of Vendor by <br />the City, and contains all the covenants between the parties with respect to such employment. Each parry <br />to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied <br />herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and <br />signed by both the City and Vendor. <br />16. Miscellaneous Provisions <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority <br />and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City <br />fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such <br />authority or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the <br />body of this Agreement. <br />45 <br />