Item 16 - Agreement for River View Golf Course Managment Services

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(b) Expense of Contractor's corporate office, except for the Accounting Fee. (c) Employee salaries or any compensation of any corporate or regional employee of Contractor. (d) Employee claims, fines, lawsuits, etc. resulting from Contractor's breach of the Agreement; any costs and expenses not authorized by this Agreement or approved by the Santa Ana City Manager; any costs, claims covered by Contractor's indemnity obligations hereunder, any costs incurred by Contractor to repair or replace any Facilities to the extent of damage resulting from the intentional misconduct or negligence of Contractor. 6.3 Insufficient Funds. Contractor shall monitor the Facility's cash flow and shall provide to City a report detailing projected cash flow in the event that Contractor projects an Operating Deficit, which exceed Operating Account funds available, to occur within thirty (60) days of providing such report. If at any time funds in the Operating Account shall be projected to be or are insufficient to pay the Facility's Expenses for the following 60 days, Contractor shall notify City and request a sufficient amount ("Additional Working Capital") to satisfy same so that Contractor will have sufficient funds in the Operating Account to prevent any delinquency in payment for such expenses, and City agrees to provide such funds within thirty (30) days after Contractor notifies City. Contractor shall not be obligated to advance any of its own funds to or for the account of the Facility or City, nor to incur any liability unless City has furnished Contractor with funds necessary for the discharge thereof. In the event City fails to timely provide Contractor sufficient Additional Working Capital to pay expenses, Contractor shall be under no obligation to pay any bill if there are insufficient funds in the Operating Account. Notwithstanding the foregoing, if Contractor advances any funds in payment of an expense authorized by any Annual Budget Plan or budget, or an emergency expenditure, Contractor may reimburse itself from the Operating Account. 6.4 Accounting Procedures/City's Right to Audit 6.4.1 Books and Records. Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City shall have the right to audit Contractor's accounting procedures and internal controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any transactions under this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Contractor shall provide an audit report to the City on or before December 1 st of each year, beginning December 1, 2027. -15-