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With courtesy copy to: <br />NEC Corporation of America, Inc. <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of <br />calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />Assignment/Subcontractors <br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, <br />Vendor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Vendor shall be fully <br />responsible to the City for performance of subcontractors. Nothing in this Agreement shall be <br />construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City. <br />12. Indemnification <br />Vendor shall defend, indemnify and save harmless the City of Santa Ana, and its officers, <br />agents, and employees, from any and all claims, demands, suits, actions or proceedings of any <br />kind or nature (including workers' compensation claims and unemployment insurance claims) for <br />damages to property and/or physical injury or death of any person in any way resulting from or <br />arising out of the operations and acts of Vendor, its agents, employees or subcontractors, in the <br />performance of this Agreement, except to the extent caused by or resulting from any act or <br />omission of the indemnified parties. <br />13. Validity <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 />14. Laws Governin this his Agreement <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by 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 <br />other agreements, either oral or written, between the parties hereto with respect to the retention of <br />Vendor by the City, and contains all the covenants between the parties with respect to such <br />25A-8