2025-002 - Approving and authorizing an Economic Development Agreement by and between the City of Paris and AUDAX Enterprises

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make a good faith effort to appropriate funds each year to pay the Grants for the then ensuing fiscal year. Further, the City shall not be obligated to any commercial bank, lender, or similar institution for any loan or credit agreement made by the Company. None of the City's obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 4.3 Indemnification. The Company agrees to defend, indemnify and hold the City, its respective officers, agents, and employees (collectively, the "City") harmless from and against any and all reasonable liabilities, damages, claims, lawsuits, judgments, attorney fees, costs, expenses, and any cause of action that directly relates to any of the following: any claims or demands by the State of Texas that the City has been erroneously or over -paid Sales and Use Tax for any period during the term of this Agreement as the result of the failure of the Company to maintain a place of business at the Property or in the City, or as a result of any act or omission or breach or non-performance by the Company under this Agreement except that the indemnity provided herein shall not apply to any liability resulting from the actions or omissions of the City. The provisions of this section are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity, it being the intention of the parties that the Company shall be responsible for the repayment of any Grants paid to the Company herein that include sales and use tax receipts that the State of Texas has determined were erroneously paid, distributed, or allocated to the City. Article V—Conditions to Annual Grants The City's obligation to pay the Annual Grants shall be conditioned upon the compliance and satisfaction by the Company of the terms and conditions of this Agreement and each of the conditions set forth in this Article V. 5.1 Payment Request. The Company shall, as a condition precedent to the payment of each Annual Grant, provide the City with the applicable payment request. 5.2 Good Standing. The Company shall not have an uncured breach or default of this Agreement. 5.3 Required Use. During the period beginning on the Effective Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with and to the extent of any event of Force Majeure.