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party beneficiary, limited or general partnership, joint venture, employer and employee, or principal and agent between the City and Borrower or Borrower's agents, employees or contractors, Section 8.2 No Claims by Third Parties. Nothing contained in this Agreement creates or justifies any claim against the City by any person or entity with respect to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Project or the Property. Borrower must include this requirement as a provision in any contracts for the development of the Project. Section 8.3 Entire Agreement. This Agreement and its Exhibits incorporate the terms of all agreements made by the City and Borrower with regard to the subject matter of this Agreement. No alteration or variation of the terms of this Agreement will be valid unless made in. writing and signed by the parties hereto. No .oral understandings or agreements not incorporated herein will be binding on the City or Borrower. Section 8.4 City Obligations, The City's sole obligation under. this Agreement is limited to providing the Funds as described in this Agreement, up to the not to exceed amount of the Public Improvement Loan, for the purpose of constructing and installing the City Funded Improvements. Under no circumstances, including breach of this Agreement, will the City be liable to Borrower for any special or consequential damages arising out of actions or failure to act by the City in connection with any of the Loan Documents. Section 8.5 Borrower Solely Responsible. Borrower has the right to exercise full control of employment, direction, compensation and discharge of all persons assisting in the performance contemplated under this Agreement. Borrower is solely responsible for: (a) its own acts and those of its agents, employees and contractors and all matters relating to their performance, including compliance with Social Security, withholding and all other Laws governing these matters and requiring that contractors include in each contract that they will be solely responsible for similar matters relating to their employees; (b) any losses or damages incurred by Borrower, any of its contractors or subcontractors and the City and its officers, representatives, agents and employees on account of any act, error or omission of Borrower in the performance of this Agreement or any other Loan Document and the development and operation of the Project; and (c) all costs and expenses relating to Borrower's performance of obligations under the Loan Documents, the delivery to the City of documents, information or items under or in connection with any of the Loan Documents and taxes, fees, costs or other charges payable in connection with the execution, delivery, filing and/or recording of any Loan Document or document required under any Loan Document. Section 8.6 No Inconsistent Agreements. Borrower warrants that it has not executed and will not execute any other agreement(s) with provisions materially contradictory or in opposition to the provisions of this Agreement, Section 8.7 Inconsistencies in Loan Documents. In the event of any conflict between the terms of this Agreement and any other Loan Document, the, terms of this Agreement control unless otherwise stated; provided, however, that any provision in this Agreement in conflict with any Law will be interpreted subject to that Law. 55394.00049\40894110.6 is