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be recaptured and will become a debt to the City and shall be due, owing, and paid to the City <br />within sixty (60) days of the expiration of the above-mentioned applicable cure period as the sole <br />remedy of the City, subject to any and all lawful offsets, settlements, deductions, or credits to <br />which Owner may be entitled. <br />VI. <br />Additional Terms applicable to both the Economic Development Agreement and <br />the Tax Abatement Agreement <br />A. No Conflict of Interest. <br />6.1 The Owner represents and warrants that neither the Properties nor the Improvements <br />include any real or personal property that is owned or leased by a member of the Paris City Council <br />or the Planning and Zoning Commission or any member thereof having responsibility for approval <br />of this Agreement. <br />B. Conditions. <br />6.2 The terms and conditions of this Agreement are binding upon the parties hereto and <br />their successors and assigns. <br />6.3 It is understood and agreed between the parties that the Owner, in performing its <br />obligations hereunder, is acting independently, and the City assumes no responsibility or liability <br />in connection therewith to third parties; and Owner agrees to release, indemnify and hold the <br />City its elected officials, officers, employees and attorneys harmless from any claims, <br />lawsuits, damages, costs or attorney's fees related to this Agreement. It is further understood <br />and agreed among the parties that the City, in performing its obligations hereunder, is acting <br />independently, and the Owner assumes no responsibility or liability in connection therewith to <br />third parties. <br />C. Compliance Provisions <br />6.4 The Owner agrees that the City, its agents and employees, shall have reasonable <br />right of access to any and all records concerning Owner's investment in the Improvements for the <br />purpose of conducting an audit of the Improvements. Any such audit shall be made only after <br />giving the Owner notice at least fourteen (14) days in advance and will be conducted in such a <br />manner as to not unreasonably interfere with Owner's property. Upon request, the Owner will <br />provide the City with a detailed list of all Improvements, including a list of materials used and cost <br />thereof. <br />6.5 The Owner further agrees that the City, its agents and employees, shall have <br />reasonable right of access to the Property to inspect the Improvements in order to insure that the <br />construction of the Improvements are in accordance with this Agreement and all applicable state <br />and local laws and regulations or valid waiver thereof. After completion of the Improvements, the <br />City shall have the right to enter the Property and conduct an inspection of the completed <br />Improvements. <br />