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Agreement No. D07-159 County no later than 60 calendar days from State's formal determination, if State determines CAP expenditures are ineligible. SECTION III Miscellaneous Provisions: A. Availability of Funds County will recalculate the $lOM total CAP allocation to the cities if the County's total Prop. 42 allocation falls 10% or more below the anticipated $19M yearly allocation. The adjustment down of the $lOM City allocations will be in the same ratio as the County's allocation is adjusted down from the anticipated $19M. There will be no adjustment if the County's Prop. 42 allocation exceeds $19M. B. Project Documentation Cities shall promptly provide County and/or State, upon request, all project and finance documentation. C. Indemnification City shall indemnify, defend with counsel approved in writing, save and hold County and each of its elected officials, officers, directors, agents and employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or expenses of every type and description to which they may be subjected arising out of any act or omission of, its employees, representatives, agents and independent contractors in connection with the implementation of the actions described in this agreement. City shall return CAP funds to the County (or State as appropriate) within the timeframe contemplated under this Agreement should 1) City fail to expend all of its CAP allocation within the specified timeframe; 2) the State deem any City expenditure to be ineligible; or 3) the City Aid Program be found to be incompatible with State requirements. D. Assi ment This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. No assignment of City's interest in ~ this Agreement shall be made without the written consent of the County. Furthermore, City agrees that CAP allocations shall not be expended on, given to, shared with, or otherwise provided to any other city, local agency or other entity that is not contemplated under this Agreement. E. Entirety & Amendments This Agreement contains the entire agreement between the Parties with respect to the matters provided for herein. No alteration or variation of the terms of this Agreement shall be valid unless .made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. F. Severability If any part of this Agreement is held, determined, or adjudicated to be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. G. Calendar Days Any reference to the word "day" or "days" herein means calendar day or calendar days, respectively unless otherwise expressly provided. 2~~ e~of7