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VIII. <br />No Conflict of Interest <br />8.1 The Owner represents and warrants that the Property does not include any <br />Property that is owned or leased by a member of the Planning and Zoning Commission of the <br />City of Paris, nor by a member of the City Council approving, or having responsibility for the <br />approval of, this Agreement. <br />IX. <br />Conditions <br />9.1 <br />and with respect to the successors and assigns of all parties hereto. <br />9.2 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 <br />liability in connection therewith to third parties; and Owner agrees to indemnify and hold <br />harmless the City therefrom. It is further understood and agreed among the parties that the City, <br />in performing its obligations hereunder, is acting independently, and the Owner assumes no <br />responsibility or liability in connection therewith to third parties and, to the extent permissible <br />by law, the City agrees to indemnify and hold harmless the Owner therefrom. <br />X. <br />Compliance Provisions <br />10.1 The Owner agrees that the City, its agents and employees, shall have the <br />reasonable right of access to records concerning the Owner's investment in the Improvements for <br />the purpose of conducting an audit of the project Improvements and project costs. Any such audit <br />shall be made only after giving the Owner notice at least fourteen (14) days in advance and will <br />be conducted in such a manner as to not unreasonably interfere with the operation of the <br />facility. Upon request, the Owner will provide the City with a detailed Asset Report with <br />an itemized list of assets placed into service from the date of execution of this Agreement <br />to the date of completion. The Asset Report will provide for each asset a unique serial <br />and/or other identification number (if available), the date on which the asset was <br />capitalized, the acquisition amount, and the accumulated depreciation amount. At the <br />City's request, the Owner will provide actual invoices to support the amounts shown on <br />the Asset Report. <br />10.2 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 <br />that the construction of the Improvements are in accordance with this Agreement and all <br />applicable state and local laws and regulations or valid waiver .thereof. After completion of <br />the Improvements, the City shall have the continuing right to inspect the Property to insure <br />that it is thereafter maintained and operated in accordance with this Agreement during the <br />term of the Agreement. All inspections will be made only after giving the Owner notice at <br />least seventy-two (72) hours in advance and such inspections shall be conducted in such a <br />manner so as not to interfere with the operation of the facility. Representatives of the City <br />The terms and conditions of this Agreement are binding and enforceable upon <br />