Res 2008-170 - Laserfiche WebLink

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available in electronic form or otherwise available to be accessed through the internet (provided that such internet access may be secured with password access made available to the City). ARTICLE IX MISCELLANEOUS SECTION 9.1. ENTIRE AGREEMENT. This Agreement, including any exhibits hereto, contains the entire agreement between the parties with respect to the transactions contemplated herein. SECTION 9.2. AMENDMENT. This Agreement may only be amended, altered, or terminated by written instrument signed by all parties. SECTION 9.3. SUCCESSORS AND ASSIGNS. In this Agreement, unless a clear contrary intention appears, reference to any party includes such party's successors and assigns, and reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. Developer may assign. this Agreement to any Affiliate (as defined herein) of Developer. For purposes of this Agreement, "Affiliate" means any person, entity or group of persons or entities that controls the Developer, which the Developer controls or which is under common control with the Developer. Except as just stated, this Agreement is not assignable without the prior written permission of the other parties thereto. SECTION 9.4. WAIVER. No term or condition of this Agreement shall be deemed to have been. waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. SECTION 9.5. REMEDIES. Upon breach of any obligation under this Agreement, including any of the requirements of Article III or the covenants contained in Article V or the representations and warranties contained in Article VI, in addition to any other remedies expressly set forth in this Agreement with respect to such breach, the aggrieved party shall have such remedies as are available in law or equity for breach of contract; provided, however, that no party shall be liable to any other party for incidental or consequential damages. Notwithstanding the foregoing, the City, in entering this Agreement does not waive its immunity from suit or any other limitations on. its liability, contractual or otherwise, as granted by the Texas Constitution or applicable laws of the State of Texas. SECTION 9.6. NOTICES. Any notice, statement and/or communication required and/or permitted to be delivered hereunder shall be in writing and shall be mailed by first- class mail, postage prepaid, or delivered by hand, messenger, telecopy, or reputable overnight carrier, and shall be deemed delivered when received at the addresses of the