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<br />F. Final Settlement shall be based upon the actual costs incurred by Project <br />Sponsor to provide services hereunder. If the Cost Report(s) indicates the total <br />ofCity's payments to Project Sponsor are less than Project Sponsor's cost to <br />provide the services hereunder, City shall pay Project Sponsor the difference; <br />provided, however, the total payment shall not exceed the Maximum <br />Obligation. If the Cost Report(s) indicates the total of City's payments to <br />Project Sponsor are higher than Project Sponsor's cost of providing the <br />services hereunder, Project Sponsor shall pay City the difference. Payment <br />due pursuant to the Cost Report(s) shall be made within thirty (30) days of <br />the Final Settlement determination. <br /> <br />G. Any funds not expended by fiscal year end, June 30, 2006, shall be returned to <br />City. Said unexpended funds shall be reallocated by City through the <br />HOPW A Program. <br /> <br />V. DISPUTE RESOLUTION <br /> <br />A. Any 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 <br />Officers on behalf of the parties. The Officers shall have fifteen (15) working days <br />following such notice to obtain resolution of any issues(s) identified in this manner; <br />provided, however, by mutual consent this period of time may be extended to thirty <br />(30) days. <br /> <br />B. Ifthe Officers are unable to obtain resolution of the issue(s), they shall submit ajoint <br />written Statement describing the facts ofthe issue, within thirty (30) days after the <br />written notice described above to the Executive Director A.S. Foundation Orange <br />County, Executive Director Community Development Agency, and to City's Housing <br />Manager for resolution. Ifthe Officers are unable to prepare a joint statement, each <br />shall submit separate statements to the previously listed within the thirty (30) day <br />period. Such persons shall meet and make their best effort to resolve the matter <br />within thirty (30) days following submission of the statements. Resolution of the <br />dispute, or lack thereof, by the Executive Director A. S. Foundation Orange County, <br />Executive Director Community Development Agency, and the Santa Ana City <br />Manager shall be documented in the form of written correspondence exchanged by <br />such persons within ten (10) days following their meeting. <br /> <br />4 <br />