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Project Sponsor to City, and shall serve as the basis for final Settlement of this Agreement. The Cost Reports(s) shall detail all costs incurred by Project Sponsor to provide services hereunder. Final Settlement shall be based upon the actual costs incurred by Project Sponsor to provide services hereunder. If the Cost Report(s) indicates the total of City's payments to Project Sponsor are less than Project Sponsor's cost to provide the services hereunder, City shall pay Project Sponsor the difference; provided, however, the total payment shall not exceed the Maximum Obligation. If the Cost Report(s) indicates the total of City's payments to Project Sponsor are higher than Project Sponsor's cost of providing the services hereunder, Project Sponsor shall pay City the difference. Payment due pursuant to the Cost Report(s) shall be made within thirty (30) days of the Final Settlement determination. Any funds not expended by fiscal year end, June 30, shall be returned to City. Said unexpended funds shall be reallocated by City through the HOPWA Program. V. DISPUTE RESOLUTION A. Any party may give written notice to the other setting forth in specific terms the existence and nature of any unresolved matter or concern related to the purposes and obligations of this Agreement. Such notice shall be provided by and to the Contract Officers on behalf of the parties. The Officers shall have fifteen (15) working days following such notice to obtain resolution of any issues(s) identified in this manner; provided, however, by mutual consent this period of time may be extended to thirty (30) days. B. If the Officers are unable to obtain resolution of the issue(s), they shall submit a joint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Executive Director A.S. Foundation Orange County, Executive Director Solari Enterprises, Inc., and to City's Housing Manager for resolution. If the Officers are unable to prepare a joint statement, each shall submit separate statements to the previously listed within the thirty (30) day period. Such persons shall meet and make their best effort to resolve the matter within thirty (30) days following submission of the statements. Resolution of the dispute, or lack thereof, by the Executive Director A. S. Foundation Orange County, Executive Director Solari Enterprises, Inc., and the Santa Ana City Manager shall be documented in the form of written correspondence exchanged by such persons within ten (10) days following their meeting. VI. INDEMNIFICATION 4