Res 2014-073/Upland did not sign agreement - Renegotiated Chapter 380 between COSM and Upland Analytics, Inc.

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Section 8.11. Compliance with Laws. Upland shall comply with all laws, ordinances, regulations and policies governing the activities under this Agreement. Section 8.12. No Waiver of Immunity. Upland acknowledges that this Agreement is not an agreement for goods or services under Section 271.151 of the Texas Local Government Code. Nothing in this Agreement, and no action of the City under this Agreement, will constitute a waiver of any immunity of the City to suit or to liability. Section 8.13. Limitations on City Obligations. The payments made and any other financial requirements of the City hereunder shall be paid solely from lawfully available funds that have been budgeted and appropriated by the City each year during the term of this Agreement. Under no circumstances shall the City's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. Consequently, notwithstanding any other provision of this Agreement, the City shall have no obligation or liability to make any payments or unless the City budgets and appropriates funds to make such payments during the City's fiscal year in which such payments are payable under this Agreement. Upland shall have no recourse against the City for the City's failure to budget and appropriate funds during any fiscal year to meet the purposes and satisfy its obligations under this Agreement. Section 8.14. Indemnification. Upland shall indemnify, hold harmless and defend City, its employees, officials, and agents from and against any and all obligations, claims, suits, demands and liability or alleged liability, including costs of suit, attorney's fees, damages, judgments, or settlements and related expenses arising in any manner from Upland's activities in connection with this Agreement. Section 8.15. Counterparts. This Agreement has been executed by the parties in duplicate originals or counterparts each having full force and effect.