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5.1 The Owner represents and warrants that neither the Property nor the <br />Improvements include any real or personal property that is owned or leased by a member of <br />the Paris City Council or the Planning and Zoning Commission of the City of Paris, or any <br />member thereof having responsibility for approval of this Agreement. <br />6.1 The terms and conditions of this Agreement are binding upon the parties hereto <br />and their successors and assigns. <br />6.2 This Agreement may not be assigned without the express written consent of the <br />City Council of the City of Paris, Texas. <br />VII. <br />Indemnification <br />7.1 It is understood and agreed between the parties that the Owner, in performing <br />its obligations hereunder, is acting independently, and the City assumes no responsibility or <br />hold the City its elected officials, officers, employees and attorneys harmless from any <br />claims, lawsuits, damages, costs or attorney's fees arising from or related to this <br />Agreement. <br />'Till. <br />Retention of Records/Audit/InsjQection <br />8.1 Owner shall maintain all fiscal records related to the construction of th* <br />Improvements, including, but not limited to: purchase orders, contracts, receipts, materials <br />orders or other fiscal records and supporting documentation for expenditures associated with <br />this Agreement or the Improvements referenced herein. Owner shall retain such records, and <br />any supporting documentation for the greater of- <br />-� M <br />8.2 Owner grants City, or any of its duly authorized agents or representatives <br />access to and the right to examine Owner's books, accounts, ledgers, purchase orders, records, <br />reports, files, photographs, video and digital tapes/files, electronic files or other documents <br />related to this Agreement or the Improvements referenced herein. The City's access to <br />Owner's books and records will be limited to information needed to verify that Owner is and <br />4 <br />