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Attention: General Manager <br />If to City: <br />P.O. Box 1988, M-24 <br />Santa Ana, CA 92702 <br />Attention: City Manager <br />7.1.2. Such notice shall be deemed made when personally delivered or when mailed, forty-eight <br />(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the <br />Party at its applicable address. Actual notice shall be deemed adequate notice on the date <br />actual notice occurred, regardless of the method of service. <br />8. Accounting and City Manager Authorization <br />8.1. MWDOC shall keep a correct and current accounting of payroll costs, travel, subsistence, field <br />and incidental expenses. MWDOC shall use recognized accounting methods in preparing such <br />invoices and reports. <br />8.2. City reserves the right to request an audit of MWDOC records related to invoices prepared <br />pursuant to this Agreement and to designate a representative(s) to examine any cost, revenue, <br />payment, claim or any other records or procedures related to this Agreement. Any such audit(s) <br />would be done at reasonable times with full cooperation from MWDOC. If MWDOC fails to <br />provide supporting documentation for any costs charged City to the City's reasonable satisfaction, <br />then MWDOC agrees to reimburse City for those disputed costs. <br />8.3. The right to audit shall be extended to three (3) years beyond the date of final payment, or longer <br />if required by law. MWDOC agrees to retain all necessary records/documentation for the entire <br />length of this audit period. Any required adjustments and/or payments resulting from the audit <br />will be made within thirty (30) days of written notification to MWDOC. <br />8.4. The City Manager or his or her authorized designee is authorized to commit the City to any <br />program or service covered by this Agreement as well as provide written notices on behalf of the <br />City. <br />9. Independent Contractors <br />1. Any consultant engaged by MWDOC as contemplated in this Agreement will not be a party or <br />third party beneficiary to this Agreement and will not be an employee or agent of MWDOC or <br />the City, either as a result of this Agreement or as a result of any professional services agreement <br />between MWDOC and the consultant. The professional services agreement between MWDOC <br />and any consultant engaged by MWDOC as contemplated in this Agreement will specify that the <br />consultant is an independent contractor. It is understood that these consultants may be required <br />to enter into confidentiality agreements with the City in the event these consultants require <br />MASTER AGREEMENT FOR SHARED PROGRAMS MWDOC & SANTA ANA <br />12 <br />55401.00001\29553757.1 <br />