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7. Subcontractors <br />None of the services included in this Agreement shall be assigned or transferred without <br />the prior approval of the City Manager. Contractor shall be fully responsible to the City for <br />performance of subcontractors. <br />8. Indemnification <br />Contractor shall defend, indemnify and save harmless the City of Santa Ana, and its <br />officers, agents, and employees, from any and all claims, demands, suits, actions or proceedings <br />of any kind or nature (including workers' compensation claims and unemployment insurance <br />claims) for damages to property and/or physical injury or death of any person in any way <br />resulting from or arising out of the operations and acts of Contractor, its agents, employees or <br />subcontractors, in the performance of this Agreement. <br />9. Vali i <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 />10. Laws Governing this Agreement <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. <br />11. Exclusivity and Amendment of Agreement <br />This Agreement, along with any and all related exhibits and attachments, supersedes all <br />other agreements, either oral or written, between the parties hereto with respect to the retention <br />of Contractor by the City, and contains all the covenants between the parties with respect to such <br />employment. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party which are not embodied herein, and that no other agreement or amendment <br />hereto shall be effective unless executed in writing and signed by both the City and Contractor. <br />3 of 4 <br />