2013-033 RES APPROVING AND AUTHORIZING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF PARIS AND THE RED RIVER REGION BUSINESS INCUBATOR (3bi)

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provision and right to recover any claims, refunds, damages and /or expenses shall survive the termination of the Agreement. (d) The City Manager is authorized on behalf of the City to send notice of default and to terminate this Agreement for any default that is not cured. 6.02 Effect of Termination /Survival of Obligations. The rights, responsibilities and liabilities of the parties under this Agreement shall be extinguished upon the applicable effective date of termination of this Agreement, except for any obligations or default(s) that existed prior to such termination or as otherwise provided herein and those liabilities and obligations shall survive the termination of this Agreement, including the refund provision, maintenance of records, and access thereto. VII Release, Hold Harmless and Indemnification R3bi hereby agrees to release, defend, indemnify and hold the City of Paris, Texas and its elected officials, officers, agents and employees harmless from and against all damages, injuries, claims, property damages (including loss of use), losses, demands, lawsuits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from this Economic Incentive Agreement or the Red River Region Business Incubator located in Paris, Texas. R3bi agrees to carry appropriate amounts of general liability insurance and professional liability and /or Errors and Omissions insurance coverage to fund this Hold Harmless and Indemnification clause and to protect the City of Paris, its officials, officers and employees against any such claims or lawsuits. Article VIII Retention and Accessibility of Records 8.01 R3bi shall maintain the fiscal records and supporting documentation for expenditures of funds associated with this Agreement. R3bi shall retain such records, and any supporting documentation for the greater o£ (a) Two years from the end of the Agreement period; or (b) the period required by other applicable laws and regulations. 8.02 R3bi gives City, its designee, or any of their duly authorized representatives, access to and the right to examine relevant books, accounts, records, audit reports, reports, files, documents, written or photographic material, videotape and other papers, things, or personal and real property belonging to or in use by R3bi pertaining to the Economic Development Program Grant (the "Records ") upon receipt of ten (10) business days written notice from the City. The City's access to R3bi's books and records will be limited to information needed to verify that R3bi is and has been complying with the terms of this Agreement. Any information that is not required by law to be made public shall be kept confidential by City. R3bi shall not be required to disclose to the City any information that by law R3bi is required to keep confidential. Should any good faith dispute or question arise as to the validity of the data provided, the City reserves the right to require R3bi to obtain an independent firm to verify the information. This certified statement by an independent firm shall be provided at the sole cost of R3bi. The rights to access the Records shall terminate two (2) years after the termination or expiration of this Agreement. Page 4 of 7