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II. DSABC'S OBLIGATIONS A. DSABC agrees to use the Funds to operate a promotional program, as set forth in "Exhibit A attached hereto and incorporated herein by this reference. The Executive Director, in his/her sole discretion, may approve reallocation of funds among approved categories so long the expenditures comply with the 2008 Annual Report. B. The Funds, and any interest earned by DSABC on the Funds, shall be separately accounted for apart from any other funds of DSABC, or of any principal or member of DSABC. DSABC shall, on July 1, 2008 and January 1, 2009 provide City with an accounting of the use of the Funds that shall, at a minimum, incorporate copies of all invoices, canceled checks, chart of accounts and bank statements detailing how the Funds have been used and maintained by DSABC. These dates may be modified in the sole discretion of the Executive Director of the Community Development Agency. DSABC agrees that, at the Executive Director's sole discretion, City may require an audit of DSABC conducted by a City designated accountant. DSABC shall keep records of all funds received from City under the terms and conditions of this Agreement. City and/or their representatives shall have access for purposes of monitoring, auditing, and examining DSABC's activities and performance, to books, documents and papers, and the right to examine records of DSABC's subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program, C. DSABC acknowledges and warrants that it shall at all times comply with the laws, regulations and policies governing the use of BID funds, including but not limited to, the limitations on use of BID funds set forth in California Streets and Highways Code sections 36000 et. al. as well as the Downtown Santa Ana BID implementation ordinance, reso1ution(s) and/or budget(s). DSABC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from any violation of BID law that occurs as result of failure to comply with the terms of this agreement or BID law, D, DSABC agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an agency of City. E. DSABC agrees that if DSABC violates any of the terms and conditions of this Agreement whereby BID funds were received by DSABC, or if DSABC reports inaccurately, or if on audit there is a disallowance of certain expenditures, DSABC agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. F. DSABC agrees to provide City, within sixty (60) days of the effective date of this Agreement, with its current articles or incorporation and bylaws. 2 20A-1 0