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Section 8.04. Offset. The City may deduct from any Grant Payments, as an offset, any <br />delinquent and unpaid fees, sums of money or ad valorem, sales or other taxes assessed and owed <br />to or for the benefit of the City. <br />Section 8.05. Force Majeure. Means an event beyond the reasonable control of a party <br />obligated to perform an act or take some action under this Agreement including, but not limited <br />to, acts of God, earthquake, fire, explosion, war, civil insurrection, acts of the public enemy, act of <br />civil or military authority, sabotage, terrorism, floods, lightning, hurricanes, tornadoes, severe <br />snow storms or utility disruption, strikes, lockouts, major equipment failure or the failure of any <br />major supplier to perform its obligations. <br />Section 8.06. Indemnification. Developer hereby agrees to indemnify and hold the <br />City, and the City's elected officials and employees, harmless from and against any <br />indebtedness, loss, claim, demand, liability or lawsuit arising from any obligation under this <br />Agreement or breach of any representation, warranty, covenant or agreement of the <br />Developer contained in this Agreement, without regard to any notice or cure provisions. The <br />Developer's indemnification obligation hereunder shall include payment of the City's <br />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, <br />contains the entire agreement between the parties with respect to the transactions contemplated <br />herein. <br />Section 9.02. Further Actions. The City and the 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 />