Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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recognized accounting firm, and City will bear the cost unless the audit reveals an overstatement of costs in excess of five percent (5%) in which case SCOA shall reimburse City within thirty (30) days following City's demand for the costs of such audit. City will complete its review and audit (if any) of SCOA's accounting and project records within 60 days after SCOA submits its accounting and will thereupon notify SCOA in writing of City's approval thereof or any proposed adjustments. The Parties shall make a good faith effort to resolve through direct negotiation, any dispute concerning (i) City's proposed adjustments and (ii) the accuracy, applicability or reasonableness of any charge which City submitted to SCOA pursuant to Section 11. Any issue which the Parties have not resolved within thirty (30) days after City's notice shall, at the election of either Party, be resolved through binding arbitration conducted under the Engineering and Construction Expedited Arbitration Rules of JAMS in effect at the time of the arbitration and shall be conducted at the JAMS facility in San Francisco, California or such other location as the Parties may agree. The arbitrator's decision will be binding on all Parties to the arbitration and, on the petition of any Party, the decision may be confirmed, and judgment thereon entered by a court of competent jurisdiction. The dispute resolution procedures described above shall apply only to the matters specified in this Section 10 and shall have no application to any other dispute arising from this Agreement. The parties agree that this Agreement, specifically including Sections 10 through 15, complies with the requirements of Section 53314.9(a) of the Mello -Roos Act. [note that 53314.9 only applies to CFD Advanced Costs] 11. City Costs; Deposit. SCOA will pay to City the actual, reasonable, verified cost for all engineering, inspection, administration, plan check, laboratory and field testing, construction, legal, and other services furnished by City in connection with this Agreement, including review and approval of the Engineering Plans and Final Construction Documents for construction of the Levee Improvements, performed by City personnel or by consultants under contract with City ("City Costs"). SCOA shall deposit with City the sum of Twenty Thousand and No/100 Dollars ($20,000.00), which together with any funds remaining from the prior One Hundred Seventy -Five Thousand and No/100 Dollars ($175,000.00) already deposited ("Deposit") shall be held by City as security for payment of City Costs. SCOA understands that the Deposit is not an estimate of City Costs and further agrees to pay to City the actual, reasonable cost of providing such services, in accordance with the City's current fees or rates. City will provide SCOA on a monthly basis with an itemized invoice for City Costs. SCOA may, by written notice to City within ten (10) days of receipt of such invoices, question or dispute the accuracy, applicability or reasonableness of any charge. If, after consultation, the Parties are unable to agree on any charge, City may withdraw from the Deposit (or SCOA will pay) the disputed charge, as the case may be, subject to further review and resolution in the final accounting pursuant to Section 10. SCOA agrees to complete payment of such additional sum or sums for the services provided by City, if any, within forty-five (45) days after billing by City, and agrees that the amount payable shall be increased by ten percent (10%) in the event payment is not made within such forty-five (45) day period; provided, however, that the 45 -day period will be tolled during (attempted) resolution of any disputed charge. Within five (5) business days following each drawdown of the Deposit (if any), SCOA shall deposit additional immediately available funds with City so that the Deposit is maintained at the full amount of $20,000.00. Any part of the Deposit or such additional sum or sums not utilized by City shall be returned to SCOA promptly following termination of this Agreement if the Conditions Precedent OAK #4819-4834-1908 v20 17