06-24-19 Regular Meeting of the La Porte Development Corporation Board

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documentation in reasonable detail showing expenditures made by Recipient pursuant to this Agreement and a demonstration that the funds were used only for the purposes authorized by this Agreement. Recipient shall maintain books of account with correct entries of all expenditures that are made according to the terms of this Agreement and of any funds from other sources. Any and all books of account of Recipient shall be open to the inspection of LPDC or any its officers or duly authorized agents on reasonable prior notice during normal working hours; provided, however, that LPDC shall not conduct more than two such inspections in any calendar year. Any such inspection shall be conducted in a manner that will not unreasonable disrupt Recipienperations. Upon such inspection information, LPDC, or its officers or agents shall be afforded the opportunity to make photographic copies of any and all documentation of books of account, including but not limited to statements of account relating to the disposition of funds provided by LPDC under this Agreement and any funds from other sources. Recipient shall maintain such books of account in Texas for a period of three (3) years following receipt of the last cash incentive disbursement by the LPDC, pursuant to Article I of this Agreement. Notwithstanding Article I, above, the LPDC shall be under no obligation to make any fund disbursements if Recipient fails to provide an Expenditure Report. ARTICLE VII Recipient also acknowledges that LPDC may seek a lien against the property owned or leased by Recipient made the subject of this Agreement and located at 1230 Independence Parkway, in the Battleground Industrial District, to secure repayment, if necessary, and may enforce this Agreement by any and all other remedies available in law and equity. ARTICLE VIII This Agreement does not create any joint venture, partnership, or agency relationship between the LPDC and Recipient. Recipient shall have exclusive control of, and the exclusive right to control the details of, the work to be performed by Recipient hereunder and all personnel performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, subcontractors, program participants, volunteers, licensees, and invitees. In no event shall considered an officer, agent, servant, or employee of the LPDC. ARTICLE IX Recipient agrees to assume and does hereby assume all responsibility and liability for damages sustained by persons or property, whether real or asserted, by or from the carrying on of work by Recipient or in the performance of services performed and to be performed by Recipient hereunder. Recipient covenants and agrees to, and does hereby indemnify, defend, and hold harmless LPDC and all their respective officers, agents, and employees from all suits, actions, claims, and expenses of any character, includi whether real or asserted, sustained by any person or property by or in consequence of any intentional or negligent act, omission, or conduct of Recipient, its agents, servants or employees and in the course of performance by LPDC and Recipient under this Agreement.