HOUSING AUTHORITY OF THE CITY OF SANTA ANA (3) - 2012

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G. Any funds not expended by fiscal year end, June 30, 2013 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 of the Community Development Agency ("Executive Director") 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 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 Each party agrees to indemnify, defend, and hold harmless the other party, its officers, agents and employees from 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. VII. INSURANCE With respect to performance of work under this Agreement, Project Sponsor shall maintain and shall require its subcontractors, if any, to maintain insurance as described below: 1. Worker's compensation insurance within statutory legal limits, and 2. Commercial General Liability insurance with limits of not less than $1,000,000 per accident/incident. Project Sponsor shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the City 4