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5. Any dispute regarding reimbursable costs that is not resolved by agreement of <br /> the Requesting and Responding Agencies involved with that particular invoice shall be <br /> decided in writing by the authorized representative of the Requesting Agency. The <br /> decision of the Requesting Agency shall be final and conclusive unless, within ten (10) <br /> days from the date the Responding Agency receives its copy of that decision, the <br /> Responding Agency mails or otherwise furnishes a written appeal to the authorized <br /> representative of the Requesting Agency. In connection with any such appeal, the <br /> Responding Agency shall be afforded an opportunity to be heard and to offer <br /> evidence in support of its position. The decision of the authorized representative of <br /> the Requesting Agency shall be final subject to appeal to the Orange County. <br /> 6. All privileges, immunities, rights, duties, and benefits of officers and <br /> employees of the Responding Agency shall remain in effect while those officers <br /> and employees are performing functions and duties at the request of a <br /> Requesting Agency, unless otherwise provided by law. Employees of the <br /> Responding Agency shall remain employees of the Responding Agency while <br /> performing functions and duties at the request of a Requesting Agency. <br /> 7. The Requesting Agency shall indemnify and hold any Responding Agency, and its <br /> agents, employees, and/or officers, harmless from and shall process and defend at its <br /> own expense any and all claims, demands, suits, penalties, losses, damages, or costs of <br /> whatsoever kind or nature (hereafter "claims") brought against any Responding <br /> Agency arising out of or incident to the execution, performance, or failure to perform <br /> of or under this Agreement; provided, however, that if such claims are caused by or <br /> result from the concurrent negligence of(a) a Requesting Agency, its agents, <br /> employees, and/or officers; and (b) a Responding Agency, its agents, employees, <br /> and/or officers, this indemnity provision shall be valid and enforceable only to the <br /> extent of the negligence of the Requesting Agency, its agents, employees, and/or <br /> officers; and provided further that nothing herein shall require the Requesting Agency <br /> to hold harmless or defend a Responding Agency, its agents, employees, and/or <br /> officers, from any claims arising from the sole negligence of a Responding Agency, its <br /> agents, employees, and/or officers. <br /> 8. This Agreement shall be effective upon approval by two or more Signatory <br /> Agencies and shall remain in effect so long as two or more Signatory Agencies <br /> remain consenting parties to this Agreement. <br /> 1021Page <br />