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<br />B. The Funds, and any interest earned by DSABC on the Funds, shall be separately <br />accounted for apart from any other funds of DSABC, or of any principal or member of <br />DSABC. DSABC shall, on February 1, 2007 and August 1,2007 provide City with an <br />accounting of the use of the Funds that shall, at a minimum, incorporate copies of all <br />invoices, canceled checks, chart of accounts and bank statements detailing how the Funds <br />have been used and maintained by DSABC. DSABC agrees that, at the City's sole <br />discretion, City may require an audit of DSABC conducted by a City designated <br />accountant. DSABC shall keep records of all funds received from City under the terms <br />and conditions of this Agreement. City and/or their representatives shall have access for <br />purposes of monitoring, auditing, and examining DSABC's activities and performance, to <br />books, documents and papers, and the right to examine records ofDSABC's subcontractors, <br />bookkeepers and accountants, employees and participants in regard to said promotions <br />program. <br /> <br />C. DSABC acknowledges and warrants that it shall at all times comply with the <br />laws, regulations and policies governing the use of BID funds, including but not limited <br />to, the limitations on use of BID funds set forth in California Streets and Highways Code <br />sections 36000 et. al. as well as the Downtown Santa Ana BID implementation <br />ordinance, resolution(s) and/or budget(s). DSABC agrees to and shall indemnify and <br />hold harmless the City, its officers, agents, employees from any violation of BID law that <br />occurs as result of failure to comply with the terms ofthis agreement or BID law. <br /> <br />D. DSABC agrees that the performance of obligations hereunder are rendered in its <br />capacity as an independent contractor and that it is in no way an agency of City. <br /> <br />E. DSABC agrees that if DSABC violates any of the tenus and conditions of this <br />Agreement whereby BID funds were received by DSABC, or if DSABC reports <br />inaccurately, or if on audit there is a disallowance of certain expenditures, DSABC agrees to <br />remedy the acts or omissions causing the disallowance or repay City all amounts spent in <br />violation thereof. <br /> <br />F. DSABC agrees to provide City, within sixty (60) days of the effective date of this <br />Agreement, with its current articles or incorporation and bylaws. <br /> <br />III. TERM <br /> <br />This agreement shall terminate on August 1, 2007, unless extended by mutual written <br />consent of the parties. Any extension shall be in writing, and executed by the Executive <br />Director of the Community Development Agency and City Attorney. <br /> <br />IV. NOTICES <br /> <br />Notices to the parties shall, WJ.Iess otherwise requested in writing, be sent by U.S. Mail, <br />postage prepaid, and addressed as follows: <br /> <br />2 <br />