Res 2018-184/approving a Chapter 380 Economic Development Incentive Agreement with Katerra, Inc. to locate an Automated Building Component Manufacturing and Distribution Facility along State Highway 80 East of State Highway 21, which agreement provides i

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time period for performing such obligations shall be extended by the period of delay resulting from the force majeure. Section 9.06. Indemnification. The City shall not be obligated to pay any indebtedness or obligations of Company. Company hereby agrees to indemnify and hold the City, and the City's elected officials and employees, harmless from and against (i) any indebtedness or obligations of Company; (ii) any other loss, claim, demand, lawsuit, liability or damages arising from the negligence or intentional misconduct of Company in the performance of its obligations under this Agreement, or (iii) breach of any representation, warranty, covenant or agreement of Company contained in this Agreement, without regard to any notice or cure provisions. Company's indemnification obligation hereunder shall include payment of the City's reasonable attorneys' fees, costs and expenses with respect thereto. ARTICLE X MISCELLANEOUS Section 10.01. Entire Agreement. This Agreement, including the Recitals and the Exhibits hereto, contains the entire agreement between the Parties with respect to the transactions contemplated herein. Section 10.02. Amendments. This Agreement may only be amended, altered, or terminated by written instrument signed by all Parties. Section 10.03. Assignment; Successors. Company may not assign any of its rights, or delegate or subcontract any of its duties under this Agreement, in whole or in part, without the prior written consent of the City.