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of a qualified independent Certified Public Accountant who shall annually examine the books, records, inventories and reports of the Association and its officers and employees who receive, handle or disburse finds obtained by the Association from City pursuant to this Agreement. A review may be performed, (rather than a full audit), provided that every third year a full audit shall be performed. The first full audit shall be performed for the year ending December 31, 2009. The City Finance Director shall request a full audit, however, whenever it is deemed necessary. A copy of such review /audit shall be submitted by May 31 of each year to the City Finance Director. (10) TITLE TO EQUIPMENT. Any equipment or personal property acquired by the Association with funds under this Agreement shall be deemed to be property of the City. Any equipment or personal property acquired with funds voluntarily contributed to the Association shall be property of the Association. (11) SPECIAL EVENTS AND STREET CLOSURES. Special events can be of mutual benefit to the community at large and to the Association, but too many special events can become a burden for downtown residents and surrounding property owners. To continue the cooperative working relationship between the Association and its surrounding neighbors, street closures by the Association will be limited to no more than ten, including the First Wednesday events. Events co- sponsored by the City or City approved street closures for other organizations are not included in this limitation. Promotion companies may be used for special events as long as the use of the promoter continues to be mutually acceptable to the City and the Association. (12) ENFORCEMENT. The City will pursue collection of past due charges to the Pleasanton Downtown Business Improvement District. The Association will cooperate with the City in the collection of any past due charges and will assist the City by attending all court appearances that may be required. (13) INDEMNIFY AND HOLD HARMLESS. The Association shall defend, indemnify, and hold harmless, the City and its officers, and employees from and against all claims, losses, damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the Association in the performance of its services under this Agreement, regardless of whether the City has reviewed and /or approved the services which have given rise to the claim, loss, damage, injury or liability for damages. (14) INSURANCE. (a) The Association shall take out and maintain throughout the period of this Agreement comprehensive general liability insurance with minimum limits of $1,000,000 combined single limit (CSL), or $1,000,000 bodily injury per occurrence and $300,000 property damage per occurrence covering all bodily injury and property damage arising out of its operations, activities and'or special events, under this Agreement. 5