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necessary in order to protect the Public Parking against loss or forfeiture. Upon the termination <br />of those proceedings, Developer will pay the amount of the tax or part of the tax as finally <br />determined, the payment of which may have been deferred during the prosecution of the <br />proceedings, together with any costs, fees, interest, penalties, or other related liabilities. City will <br />not be required to join in any contest or proceedings unless the provisions of any law or <br />regulations then in effect require that the proceedings be brought by or in the name of City. In <br />that event, City will join in the proceedings or permit them to be brought in its name; however, <br />City will not be subjected to any liability for the payment of any costs or expenses in connection <br />with any contest or proceedings, and Developer will indemnify City against and hold City <br />harmless from any of those costs and expenses. <br />3.11 Covenants Running with the Land. The covenants of this Article 2 and 3 shall be <br />covenants running with the land under California Civil Code Section 1468 of the Developer <br />Property and of the Public Access Parcels for the benefit of the and the City, and binding upon <br />successive owners of the Developer Property, until the end of the term, as defined in Section 2.3. <br />ARTICLE 4 <br />AUDITS <br />4.1 Audit and Records. The Developer agrees to provide, within forty-eight (48) of <br />written notice provided by City, such reasonable reports, ledgers, receipts, invoices and similar <br />documentation as may be necessary or relevant to the determination of Revenue received by <br />Developer from the collection of Parking Fees, the Costs of Operation and Maintenance of the <br />Parking Structure, and data regarding Parking Structure activity. City or its designee may <br />request any other information it deems necessary to monitory compliance with the requirements <br />set forth in the DDA or this Parking Agreement. Such records shall be maintained for a period <br />of no less than five (5) years from their creation. The City may at any time, require the <br />Developer to allow an audit of its books and records concerning the operation and maintenance <br />of the Parking Structure by a certified public accounting firm of the City's choice and shall direct <br />its accountants, attorneys, consultants and others having possession or control of such <br />information and/or documentation to reasonably cooperate with the City's auditors; provided, <br />however, that the Developer shall be required to disclose or make available any information or <br />document subject to a privilege or exemption pursuant to any provision of the California <br />Evidence Code. <br />4.1.1 City shall be permitted to inspect and photocopy same, and to retain <br />copies, outside of the Developer's premises, of any and all records with appropriate safeguards, <br />if such retention is deemed necessary by the City in its reasonable discretion. This information <br />shall be kept by the City in strictest confidence allowed by law. <br />4.1.2 All books, records, documents and any other evidence referenced in this <br />Section 4.1 shall be maintained or made available in a single location in Santa Ana. <br />4.1.3 Once every fiscal year, City may request an audit to be performed by an <br />independent audit firm selected by City, Developer shall be solely responsible for the expense of <br />this audit. City may perform additional audits during the fiscal year, but any additional audit(s) <br />shall be at the sole expense of the City. <br />4.2 If the conclusion of such audit is that the Developer has understated its Parking <br />Revenue by more than ten percent (10%), or overstated its Expenses by more than ten percent <br />Page 9 of 14 <br />55394.0004%33221248.8 <br />