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. . Agreement. Each Participant is under obligation, on demand of the other, to render true and full information and performance of all matters affecting the Plant and its operations under the terms of this Agreement: 3.3 Duties of Manaiing Participant-In General 3.3.1 The Managing Participant shall 'keep and maintain an accurate accounting system based on accepted accounting standards that provides docwnentation of the costs of constructing and operati~g the Plant. Such records shall be maintained for a minimwn period offive (5) years and as otherwise required by law. All such docwnents and records shall be available to the Participants for inspection, copying or audit at reasonable times and places and upon reasonable notice. 3.3.2 The Managing Participant shall provide an adequate program to insure that the Plant is maintained in a state of repair in a cost-effective manner, including a five (5) year Capital Improvement Program, which shall be updated annually, and subject to review by the Participants. 3.3.3 The Managing Participant shall employ and supervise employees, agents, consultants and contractors connected with the Plant in a cost-effective manner by employing only those that are reasonably necessary for proper operation and maintenance of the Plant. 3.4 Annual O&M Budget The Managing Participant shall submit for review to all Participants, not later than sixty (60) days prior to the beginning of the Managing Participant's fiscal year, an estimated Annual Budget consisting of various departmental components that constitute the O&M expenditures. The components are described in greater detail in Exhibits "E," Exhibit "E Pasadena" and Exhibit "E A:\EWB I097'.RVI L.O. File No. 80-99146-01 February 9. 2000 16