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claims, administrative proceedings or litigation arising out of the performance of this Agreement; or, (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event CONTRACTOR does not make the above -referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. H. Ownership/Use of Materials. CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated pursuant to this Agreement shall be the sole property of the CITY. The material, reports, or products may be used by the CITY for any purpose that the CITY deems to be appropriate, including, but not limit to, duplication and/or distribution within the CITY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the CITY. I. Close -Out. CONTRACTOR agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: (1) CONTRACTOR must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of this Agreement; (2) CONTRACTOR must promptly refund any balances of unobligated cash that the CITY paid in advance or paid and that is not authorized to be retained by CONTRACTOR for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); and, (3) CITY should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. 11. CONTRACTOR'S OBLIGATIONS A. Representations and Warranties. (1) Authority. CONTRACTOR is a duly organized and existing domestic nonprofit corporation in good standing and authorized to do business under the laws of the State of California. CONTRACTOR has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by CONTRACTOR has been fully authorized by all requisite actions on the part of CONTRACTOR.