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<br />7. Indemnification <br /> <br />Vendor shall defend, indemnify and save harmless the City of Santa Ana. and its omcers. <br />agents, and cmployees, from any and all claims, demands, suits, actions or proceedings of any <br />kind or nature (including \vorkers' compensation claims and unemployment insurance claims) for <br />damages to property and/or physical injury or death of any person in any way resulting Irom or <br />arising out of the operations and acts of Vendor, its agents. empluyees or subVendors. in the <br />performance of this Agreement. <br /> <br />8. Validity <br /> <br />The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any other provision of this Agreement. <br /> <br />9. La,,,,'s Governing this Agreement <br /> <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />SLate of Calilurnia. Both parties further agree Lhat Orange County. California, shall be the venue <br />for any action or proceeding that may be brought or arise out of. in connection with or by reason <br />of this Agreement. <br /> <br />10. Exclusivity and Amendment of Agreement <br /> <br />1'hi5 Agrcemcnt, along \vith any and all rclated exhibits and attachments, supersedes all <br />other agreements. either oral or written, between the parties hereto with respect to the retention <br />of Vendor by the City, and contains all the covenants between the parties with respect to such <br />employment. Eaen party to this Agreement acknowledges tnat no represcntations, inducements, <br />promises or agreements, orally. or olherwise. have been made by any party, or anyone acting on <br />behalf of any party which are not embodied herein, and that no other agreernt:Ilt or amendment <br />hereto shall be effective unless executed in writing and signed by both the City and Vendor. <br /> <br />IN WITNFSS WHFRFOF, the parties hereto have executed this Agreement the date and <br />year first above written. <br /> <br />ATTEST: <br />~. //J ' <br />( . 4J,CA-C-U '. <br />ATR1CIA Ie Hf.:ALY <br />Clerk of the Cuuncil <br /> <br /> <br />CITY <br /> <br /> <br />J)A Vii) N. REAM <br />City Manager <br /> <br />APPROVED AS TO FORM: <br /> <br /> <br />( .J~~ \:S. :F1j~~?'~fV <br /> <br />City Attorney <br /> <br />RECOMMENDED FOR APPROVAL: <br /> <br />':\(\l'\~;" ~~,..) \';~. ~ <br />Francisco Gutierrez. Executive Director <br />Finance & -rvlanagement Services Agency <br /> <br />PROFESSIONAL NETWORKING <br />~SVL T ANTS, INC. <br /> <br />~~(Jv~ (?~ <br />(NAME <br />(Title) ~ <br />Tax ID#3t.- .3 f.J....).? 12.-- <br /> <br />3 ofS <br />