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all work hereunder, as evidenced in writing by the City, and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for four (4) years after the City makes the final or last payment or within four (4) years after any pending issues between the City and Contractor with respect to this Agreement are closed, whichever is later. C. Contractor shall not be required to conduct an annual audit. However, if the City has a reasonable basis to believe that expenditures have not been consistent with the SATMD Management District Plan, the 1994 Law, or any other applicable laws, the City may request an audit of expenditures for the period in question. 16. Documents and Materials. Contractor shall maintain and make available to City for its inspection and use during the term of this Agreement, all Documents and Materials, defined as any and all documents, contracts, subcontracts, receipts, invoices, plans, collateral, advertisements and other paper or electronic writings and other materials used for the provision of services under this Agreement. Contractor's obligations shall continue for four (4) years following termination or expiration of this Agreement, and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for four (4) years following the City's last payment to Contractor under this Agreement. 17. Time of Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 18. Termination/Disestablishment. The City has and reserves the right to suspend, terminate or abandon the execution of any work by Contractor upon adoption of a resolution disestablishing the SATMD pursuant to the 1994 Law. Per the 1994 Law, such a resolution may only be adopted if (1) the City Council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district and a noticed hearing on disestablishment is held, or (2) in the thirty (30) day period following the anniversary of the district's formation, businesses owners paying fifty percent (50%) or more of the assessment file a written protest with the City and a hearing on disestablishment is held. In the event the City disestablishes the SATMD Contractor shall be entitled to retain SATMD revenues only for paying the Contractor's current liabilities of the SATMD. Pursuant to the 1994 Law, Contractor shall refund to City any remaining SATMD revenues or any revenues derived from the sale of assets acquired with SATMD revenues to enable distribution of the revenues to the businesses owners which paid the assessment. Contractor agrees that City has and reserves the right to deny the transfer of SATMD revenues and/or suspend, terminate or abandon the execution of any work by the Contractor in accordance with this agreement or misfeasance, nonfeasance, or gross malfeasance, or criminal conduct as determined by a court of competent jurisdiction. Any retention of SATMD revenues by Contractor shall comply with the 1994 Law. 19. Choice of Law. This Agreement, and any dispute arising from the relationship between the parties hereto, shall be governed by the laws of the State of California. Any litigation arising out of or in connection to this Agreement shall be venued in the County of Orange. 7