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IX. <br />Conditions <br />9.1 The terms and conditions of the AGREEMENT are binding upon the successors and <br />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 liability <br />in connection therewith to third parties and OWNER agrees to indemnify and hold hannless the <br />CITY therefrom; it is further understood and agreed among the parties that the CITY, in performing <br />its obligations hereunder, is acting independently, and the OWNER assumes no responsibility or <br />liability in connection therewith to third parties and, to the extent permissible by law, the CITY <br />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 <br />for the purpose of conducting an audit of the proj ect improvements and proj ect 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 facility. <br />Upon request, the OWNER will provide the CITY with a detailed Asset Report with an itemized list <br />of assets placed into service from the date ofexecution ofthis AGREEMENT to December 31, 2011. <br />The Asset Report will provide the date on which the asset was capitalized, the acquisition amount, <br />and the accumulated depreciation amount. At the CITY's request, the OWNER will provide actual <br />invoices to support the amounts shown on 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 that <br />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 the <br />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 term of the <br />AGREEMENT, and OWNER shall provide evidence as to the retention of the thirty (30) jobs <br />described in this 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 manner <br />so as not to interfere with the operation of the facility. Representatives of the CITY inspecting the <br />property and improvements shall be accompanied by one (1) or more representatives of the OWNER <br />and shall sign an agreement promising to maintain the confidentiality of any information they obtain <br />in connection therewith except for the purposes of assessing and collecting ad valorem taxes and <br />verifying or enforcing compliance with this Agreement. Said representative shall also be required <br />to observe any facility rule and regulation applicable to the property. Nothing herein shall be <br />construed as limiting the CITY's ability to perform inspections or to enter the Property the subject <br />TAX ABATEMENT AGREEMENT - Page 5 <br />