RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT -A-2019-188

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reveals that the District's share of those costs is more than the total rent paid by the District for the prior year's Section 2.01 costs, the District agrees to pay the City the difference in a lump sum within forty-five (45) days of receipt of the Reconciliation Statement. If the Reconciliation Statement reveals that the District's actual share of those costs is less than the total rent paid by the District for such prior year's costs, the City will credit any overpayment toward the next monthly installment(s) of rent. District's Audit Rights Section 2.04. If the District questions any Reconciliation Statement, it shall have the right, at any time within three (3) years after delivery thereof to the District, to request in writing copies of backup documentation reasonably sufficient to support the disputed item(s) in the Reconciliation Statement, which the City shall provide within a reasonable time (not to exceed thirty [30] days) after the City receives the District's written request. The District's right to request backup documentation shall not entitle the District to withhold, delay or offset against any payment of costs or any other charge owing under the lease pending resolution of the dispute. If the City and the District are unable to resolve the dispute within thirty (30) days after the District receives the requested supporting documentation, or if the City fails to timely deliver such documentation, then the District shall have the right, after reasonable notice and at reasonable times, to inspect and photocopy the City's accounting records at a location in the City of Santa Ana, California, mutually acceptable to the District and the City. If, after such inspection and photocopying, the District continues to dispute the amount of the costs attributable to the District pursuant to the Reconciliation Statement, then the District shall be entitled to retain a certified public accountant to audit and/or review the City's records to determine the proper amount of the District's proportionate share of the costs at issue. If such audit or review reveals that the City has overcharged the District, then the City shall either immediately credit the overpayment against the next installment(s) of rent due, or else refund the overpayment to the District within forty-five (45) days after the receipt of the results of the audit. No Partnership or Joint Venture Section 2.05. Nothing in this lease shall be construed to render City in any way or for any purpose a partner, joint venture, or any associate in any relationship with District other than that of City and District, not shall this lease be construed to authorize either to act as agent for the other. 4911006.2 -- N261.19