NEC UNIFIED SOLUTIONS, INC. 2 - 2007

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To Vendor: NEC Corporation of America Pat Fine, Director Contract Administration Legal Services Contracts, TX065B6& 6535 North State Highway 161 Irving, Texas 75039 pat. ~~l i7C'tC I,:~~tiLa~~. i~~)~I~j (214) 262-3 799 Phone (214) 262-705 Facsimile With courtesy copy to: NEC Unified Solutions, Inc. x$56 Corporate Avenue Cypress, California 90630 Telefacsimile (7l4) 844-9005 Attn: vany Daugherty A party may change its address by giving notice 'n writing to the other party. '1 hereafter, comrr~unication 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 twert_y-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. lI. 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 mzll 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 erployees, from any and all claims, demands, suits, actions or proceedings of any kind ar 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. i3. Valid The invalidity in whole or in part of any provision of thrs Agreement shall not void or affect the validity of any other provision of this Agreement. i4. Laws Governr~ngthis A Bement This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement sl-iall be determined Page 5 of 43