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to exist or cease to announce a prime or base lending rate, then at the annual rate of <br />interest from time to time announced by Citibank, N.A. (or by any other New York money <br />center bank selected by the City) as its prime or base commercial lending rate, which <br />shall accrue from the date of the first payment of the Annual Grants during such period <br />until paid. <br />6.3 Right of Offset. The City may, at its option, offset any amounts due and <br />payable under this Agreement against any debt (including taxes) lawfully due to the City <br />from the Company, regardless of whether the amount due arises pursuant to the terms <br />of this Agreement or otherwise and regardless of whether or not the debt due the City has <br />been reduced to judgment by a court. <br />Article VII—Miscellaneous <br />7.1 Binding Agreement. The terms and conditions of this Agreement are binding <br />upon the successors and assigns of the parties hereto. This Agreement may not be <br />assigned without the express written permission of the City. <br />7.2 Limitation on Liability. It is understood and agreed between the parties that <br />the Company, in satisfying the conditions of this Agreement, has acted independently, <br />and the City assumes on responsibilities or liabilities to third parties, including but not <br />limited to the Retailers, in connection with these actions. The Company agrees to <br />indemnify and hold harmless the City from all such claims, suits, and causes of <br />action, liabilities, and expenses of any nature whatsoever by a third party arising <br />out of the Company's failure to perform its obligations under this Agreement. <br />7.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms <br />hereof are not intended to and shall not be deemed to create a partnership or joint venture <br />among the parties. <br />7.4 Authorization. Each party represents that it has full capacity and authority to <br />grant all rights and assume all obligations that are granted and assumed under this <br />Agreement. <br />7.5 Notice. All notices and communications under this Agreement to be mailed to <br />City shall be sent to the address of City's agent as follows, unless and until the Company <br />is otherwise notified: <br />City Manager <br />City of Paris <br />Post Office Box 9037 <br />Paris, Texas 75461 <br />