Res 2017-078/approving a Chapter 380 economic development incentive agreement for Urban Mining Company

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flood, windstorm, hurricane, earthquake or other casualty; any law, order, regulation or other action of any governing authority; any action, inaction, order, ruling moratorium, regulation, statute, condition or other decision of any governmental agency having jurisdiction over the Party, over the Project or over a Party's operations. Section 10.05 Indemnification. The City shall not be obligated to pay any indebtedness or obligations of Company. Except to the extent of the City's proportional responsibility arising because the City is negligent or engaged in misconduct or criminal activity, Company hereby agrees to indemnify, hold harmless and defend the City, its elected officials and employees from liabilities arising from third -party claims caused by or resulting from Company's breach of or performance of any obligations under this Agreement. The City agrees that Company has the right to take over and manage the defense of any claims for which the City seeks indemnification. Company agrees to pay any judgments that result from Company's breach that may be obtained against the City. Notwithstanding any other provision in this Agreement, Company will not be required to indemnify the City for any settlements reached with respect to a third -party claim unless Company has provided its prior written consent for such settlement. Section 10.06 Offset and Overpayments. The City may deduct from any Grant Payments, as an offset, any verified overpayments to Company, delinquent and unpaid fees, sums of money or other fees, charges or taxes assessed and owed to or for the benefit of the City by Company; provided that before offsetting any amounts the City must provide Company with (a) advance notice of such offset; (b) 60 days to take action to remedy the situation giving rise to the offset; and (c) reasonable opportunity, at its own expense, to contest such offset. 19