ORANGE, COUNTY;ORANGE COUNTY FLOOD CONTROL DISTR.; IRVINE RANCH WATER DISTR., (2)

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TWA acceptance of the portion of the Facility within OCFCD, COUNTY, and/or JWA Tight-of- way ight-ofway in accordance with the terms herein. 2.6 Project Fund and Grant Administration 2.6.1 Within forty days of the Effective Date, SANTA ANA shall have established the Project Fund account in accordance with the terms herein and deposited into it any Grant funds and amounts paid by the Parties for Project in its possession. SANTA ANA shall be the Grant administrator and hold Grant funds and amounts paid by the Parties for Project Capital Costs in this separate Project Fund, SANTA ANA shall implement disbursements from the Project Fund to pay such Project costs as they become due and in accordance with the terms of the Grant and this Agreement. 2.6.2 SANTA ANA shall accept and use the OCWD's contribution of ONE MILLION DOLLARS and 00/100 ($1,000,000.00), made pursuant to Paragraph 2.6.4 below, for the Project construction cost. The funds shall be made available through an escrow account and paid when construction is completed. 2.6.3 SANTA ANA shall keep appropriate records and accounts of all costs. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. Said accounts and records may be audited annually by an independent certified public accounting firrn appointed by SANTA ANA pursuant to generally accepted auditing standards. Costs incurred due to this section are to be paid by the Party or Parties initiating the inspection or audit. SANTA ANA agrees to remain at all times in compliance with the terms of the Grant. 2.6.4 SANTA ANA shall forward to OCWD a copy of the Notice of Completion approved by the Director with written request for payment of the ONE MILLION DOLLARS and 00/100 ($1,000,000.00) pursuant to this Agreement. OCWD's contribution will be deposited into the Project Fund and used prior to SANTA ANA invoicing the remaining Parties as part of the final reconciliation of the Project Fund. 2.6.5 SANTA ANA shall provide Project Fund account statements with updated accounting reconciliations provided upon written request from a Project Representative. Any interest accrued on the Project Fund shall be for the benefit of the Project Fund. A final reconciliation and detailed accounting report will be provided by SANTA ANA upon completion of the Project to each Party. Within forty-five (45) calendar days of Project completion, any excess funds remaining in the Project Fund, minus any unexpended Grant funds, shall be distributed to the Parties per the proportionate shares specified in Exhibit C2. 2.7 Operation and Maintenance (O&M) 2.7.1 SANTA ANA shall be responsible for the preparation of the O&M Manual for the Facility and components thereof as part of the construction contract and its distribution to the Parties for review and approval by the Project Representatives. The Notice of Completion for the Facilities shall not be prepared until the O&M Manual has been approved. SANTA ANA agrees Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 16 of 69