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Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Finance and Management Services Agency Manager of Information Services City of Santa Ana 20 Civic Center Plaza (M-12) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-5406 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6515 To Vendor: Pacific Services, Inc. 1060 Calle Negocio Ste C San Clemente, CA 92673 Attn: 11. 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 null 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 employees, from any and all claims, demands, suits, actions or proceedings of any kind or 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. 13. Validi The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 25E-9