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C. The BID Funds shall be separately accounted for apart from any other funds of DI, or of any principal or member of DI. Annually, within 60 days following the end of a fiscal year, or more often as may be required by the City, DI shall provide City with an accounting of the use of the BID Funds that shall, at a minimum, incorporate copies of all invoices, canceled checks, chart of accounts and bank statements detailing how the BID Funds have been used and maintained by DI. DI agrees that, at the City's sole discretion, City may require an audit of DI conducted by a City designated accountant. DI 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 DI's activities and performance, to books, documents and papers, and the right to examine records of DI's subcontractors, bookkeepers and accountants, employees and participants in regard to said promotions program. D. DI 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, resolution(s) and/or budget(s). DI 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. E. DI 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. F. DI agrees that if DI violates any of the terms and conditions of this Agreement whereby BID funds were received by DI, or if DI reports inaccurately, or if on audit there is a disallowance of certain expenditures, DI agrees to remedy the acts or omissions causing the disallowance or repay City all amounts spent in violation thereof. III. TERM This agreement shall terminate on the earlier of December 31, 2009 or when all funds have been expended, unless extended by mutual written consent of the parties. Any extension shall be in writing, and executed by the Deputy Manager for Development Services and City Attorney. IV. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: Community Development Agency M-25 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 Attn: Deputy City Manager for Development Services 2