LEGACY VOICEMAIL, INC. 1 -2011 - Laserfiche WebLink

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To Vendor: Legacy Voicemail, Inc. 8283 N. Hayden Rd., #291 Scottsdale, AZ 85258 A party may change its address by giving notice in writing to the other party. Thereafter, communication 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 twenty -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. 11. Assienment /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 ofthe indemnified parties. 13. Validity 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. 14. Laws Governing this Agreement 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 shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. Exclusivitv and Amendment of Agreement This Agreement, along with any and all related exhibits and attachments, supersedes all other agreements, either oral or written, between the parties hereto with respect to the retention of