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insurrection, acts of the public enemy, act of civil or military authority, sabotage, terrorism, <br />floods, lightning, hurricanes, tornadoes, severe snow storms or utility disruption, strikes, <br />lockouts, major equipment failure or the failure of any major supplier to perform its obligations. <br />Section 8.05. Indemnification. The City shall not be obligated to pay any <br />indebtedness or obligations of Corvac. Corvac hereby agrees to indemnify and hold the <br />City, and the City's elected officials and employees, harmless from and against (i) any <br />indebtedness or obligations of Corvac, or any other loss, claim, demand, lawsuit, liability or <br />damages arising from the negligence or intentional misconduct of Corvac in the <br />performance of its obligations under this Agreement, and (ii) breach of any representation, <br />warranty, covenant or agreement of Corvac contained in this Agreement, without regard to <br />any notice or cure provisions. Corvac's indemnification obligation hereunder shall include <br />payment of the City's costs of defense, reasonable attorneys' fees, litigation and court costs <br />and expenses with respect thereto. <br />ARTICLE IX <br />MISCELLANEOUS <br />Section 9.01. Entire Agreement. This Agreement, including any exhibits hereto, <br />contains the entire agreement between the parties with respect to the transactions contemplated <br />herein. <br />Section 9.02. Amendments. This Agreement may only be amended, altered, or <br />terminated by written instrument signed by all parties. <br />Section 9.03. Assignment. Corvac 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 />