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Developer under this Agreement or breach of any representation, warranty, covenant or <br /> agreement of Developer contained in this Agreement, without regard to any notice or cure <br /> provisions. Developer's indemnification obligation hereunder shall include payment of the <br /> City's reasonable attorneys' fees, costs and expenses with respect thereto. <br /> ARTICLE IX <br /> MISCELLANEOUS <br /> Section 9.01. Entire Agreement. This Agreement,including any exhibits hereto,contains <br /> the entire agreement between the Parties with respect to the transactions contemplated herein. <br /> Section 9.02. Further Actions. The City and Developer will do all things reasonably <br /> necessary or appropriate to carry out the objectives, terms and provisions of this Agreement and <br /> to aid and assist each other in carrying out such objectives,terms and provisions,provided that the <br /> City shall not be required to spend any money or have further obligations other than to reimburse <br /> Developer pursuant to the terms of this Agreement. <br /> Section 9.03. Amendments. This Agreement may only be amended, altered, or <br /> terminated by written instrument signed by all Parties. <br /> Section 9.04. Assignment. Developer may not assign any of its rights, or delegate or <br /> subcontract any of its duties under this Agreement, in whole or in part, without the prior written <br /> consent of the City. <br /> Section 9.05. Waiver. No term or condition of this Agreement shall be deemed to have <br /> been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except <br /> by written instrument of the Party charged with such waiver or estoppel. <br /> Section 9.06. Notices. Any notice, statement, and/or communication required and/or <br /> permitted to be delivered hereunder shall be in writing and shall be mailed by first-class mail, <br /> postage prepaid, or delivered by hand, messenger, reputable overnight carrier, or email, and shall <br /> 18 <br />