Laserfiche WebLink
4.1 To the extent authorized by Texas law each Party agrees to release, defend, indemnify, <br />and hold harmless the other Party (and its officers, agents, and employees) from and against <br />all claims, losses, damages, cause or causes of action for injuries (including death), property <br />damages (including loss of use), and any other losses, demands, suits, judgments, and costs in <br />any way arising out of, related to, or resulting from the indemnifying Party's breach or default <br />in the performance of any of its obligations under this Agreement, or caused by the negligent <br />acts or omissions of its respective officers, agents, employees, or any other third Parties for <br />whom it is legally responsible in connection with performing this Agreement. This Agreement <br />and the indemnity provided herein is not intended to and will not create any cause of action <br />for the benefit of third parties or any person not a Parry to this Agreement This indemnity <br />will survive the termination or expiration of this Agreement. <br />4.2 It is expressly understood and agreed that, in the execution of this Agreement, no Party <br />waives, nor will be deemed hereby to have waived, any immunity or defense that would <br />otherwise be available to it against claims arising in the exercise of governmental powers and <br />functions. By entering into this Agreement, the Parties do not create any obligations, express or <br />implied, other than those set forth herein, and this Agreement will not create any rights in Parties <br />not signatories hereto. <br />ARTICLE V COMPENSATION <br />5.1 In consideration of the University's access to the SMPD System, as granted by the City, <br />the University will pay an annual fee of $1,500.00. The University will pay the City $125.00 per <br />month in advance of or before the 1st day of each calendar month beginning with the first <br />calendar month immediately following the Commencement Date, except that the University will <br />not be responsible for costs prior to January 1, 2015. The City reserves the right to adjust the <br />annual fee to cover costs associated with this Agreement. The City will provide written notice to <br />the University six months prior to the start of the University's fiscal year before any such cost <br />adjustment is proposed. Such fees will cover the University's access to and the City <br />administration and maintenance of the SMPD System, IT Support, and the University's use of <br />the SMPD System. <br />ARTICLE VI MISCELLANEOUS <br />6.1 Applicable Law. This Agreement is governed by the laws of the State of Texas. <br />6.2 Place of Performance. Performance and exclusive venue for any dispute arising under <br />this Agreement is in Hays County, Texas. <br />6.3 Entire Agreement. This Agreement, including any appendices and attachments, recitals <br />and exhibits represents the entire and integrated Agreement between the Parties and supersedes <br />all prior proposals, negotiations, representations, agreements, arrangements or understandings either <br />written or oral between the Parties. No verbal agreement or conversation with any officer, agent, <br />or employee of any party before or after the execution of this Agreement will affect or modify <br />any of the terms or obligations hereunder. The terms and conditions of this Agreement may <br />only be amended or modified by written amendment executed by all of the parties. <br />rd <br />