A-2004-085 - Laserfiche WebLink

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D. At such times and in such a format as the Contract Officers mutually agree in writing, County shall prepare and submit to City report(s) of cost incurred by County in the performance of this Agreement. E. The Cost Report(s) shall be financial and statistical report(s) submitted by County to City, and shall serve as the basis for Final Settlement ofthis Agreement. The Cost Report (s) shall detail all costs incurred by County to provide services hereunder. F. Final Settlement shall be based upon the actual costs incurred by County to provide services hereunder. If the Cost Report(s) indicates the total of City's payments to County are less than County's cost to provide the services hereunder, City shall pay County the difference; provided, however, the total payment shall not exceed the Maximum Obligation. Tfthe Cost Report(s) indicates the total of City's payments of County are higher than County's costs of providing the services hereunder, County 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. IV. DISPUTE RESOLUTION A. Either party may give written notice to the other, setting forth in specific terms the existcnce 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 issue(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 ajoint written Statement describing the facts of the issue, within thirty (30) days after the written notice described above to the Orange County Health Care Agency (HCA) Director and to the Executive Director of the Community Development Agency (CDA) or designee for resolution. If the Officers are unable to prepare ajoint statement, each shall submit separate statements to the HCA Director and Executive Director of City's Community Development Agency 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 HCA Director and CDA Director or designee shall be documented in the form of written correspondence exchanged by such persons within ten (10) days following their mceting. V. INDEMNIFICATION Each party agrees to indenmify and hold harmless the other party, its officers, agents, and employees ftom all liability, claims, losses and demands, including defense costs, whether resulting from court action or otherwise, arising out of the acts or omissions of the indemnifying party, its officers, agents or employees or the condition of property used in the performance of this Agreement. 3