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D. At such times and in such a format as the Contract Officers mutually agree in writing, <br />County shall prepare and submit to City report(s) of cost incurred by County in the <br />performance of this Agreement. <br /> <br />E. The Cost Report(s) shall be financial and statistical report(s) submitted by County to <br />City, and shall serve as the basis for Final Settlement of this Agreement. The Cost Report (s) <br />shall detail all costs incurred by County to provide services hereunder. <br /> <br />F. Final Settlement shall be based upon the actual costs incurred by County to provide <br />services hereunder. If the Cost Report(s) indicates the total of City's payments to County are <br />less than County's cost to provide the services hereunder, City shall pay County the <br />difference; provided, however, the total payment shall not exceed the Maximum Obligation. <br />If the Cost Report(s) indicates the total of City's payments of County are higher than <br />County's costs of providing the services hereunder, County shall pay City the difference. <br />Payment due pursuant to the Cost Report(s) shall be made within thirty (30) days of the Final <br />Settlement determination. <br /> <br />IV. DISPUTE RESOLUTION <br /> <br />A. Either party may give written notice to the other, setting forth in specific terms the <br />existence and nature of any unresolved matter or concern related to the purposes and <br />obligations of this Agreement. Such notice shall be provided by and to the Contract Officers <br />on behalf of the parties. The Officers shall have fifteen (15) working days following such <br />notice to obtain resolution of any issue(s) identified in this manner, provided, however, by <br />mutual consent this period of time may be extended to thirty (30) days. <br /> <br />B. If the Officers are unable to obtain resolution of the issue(s), they shall submit a joint <br />written Statement describing the facts of the issue, within thirty (30) days after the written <br />notice described above to the Orange County Health Care Agency (HCA) Director and to the <br />Executive Director of the Community Development Agency (CDA) or designee for <br />resolution. If the Officers are unable to prepare a joint statement, each shall submit separate <br />statements to the HCA Director and Executive Director of City's Community Development <br />Agency within the thirty (30) day period. Such persons shall meet and make their best effort <br />to resolve the matter within thirty (30) days following submission of the statements. <br />Resolution of the dispute, or tack thereof, by the HCA Director and CDA Director or <br />designee shall be documented in the form of written correspondence exchanged by such <br />persons within ten (10) days following their meeting. <br /> <br />V. INDEMNIFICATION <br /> <br /> Each party agrees to indemnify and hold harmless the other party, its officers, agents, <br />and employees from all liability, claims, losses and demands, including defense costs, <br />whether resulting from court action or otherwise, arising out of the acts or omissions of the <br />indemnifying party, its officers, agents or employees or the condition of property used in the <br />performance of this Agreement. <br /> <br /> <br />