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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 lack 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 />V. INDEMNIFICATION <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 />VI. INSPECTIONS AND AUDITS <br />A. Any authorized representative of City, any authorized representative of the State of <br />California, the Secretary of the United States Department of Health and Human Services, the <br />Comptroller General of the United States Department of Housing and Urban Development or <br />any of their authorized representatives, shall have access to County books, documents, and <br />records, which such persons deem pertinent to the Agreement, for the purpose of conducting <br />an audit, evaluation, or examination, or making transcripts during the periods of retention set <br />forth in the Records /Confidentiality paragraph of this Agreement and the premises in which <br />they are provided. <br />B. County shall actively participate and cooperate with any person specified in <br />subparagraph A. above in any evaluation or monitoring of the services provided pursuant to <br />this Agreement, and shall provide the above mentioned persons adequate office space to <br />conduct such evaluation or monitoring. <br />VII. LICENSES AND LAW <br />A. County, its officers, agents, employees, and subcontractors shall, throughout the term <br />of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers <br />and exemptions necessary for the provision of the services hereunder and required by the <br />laws and regulations of the United States Department of Health and Human Services, State of <br />California, County and any other applicable governmental agencies. <br />B. County shall comply with all laws, rules or regulations applicable to the services <br />provided hereunder, as any may now exist or be hereafter changed. These laws, rules, and <br />regulations shall include, but not be limited to the following: <br />4 <br />