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<br />" <br /> <br />,'). <br /> <br />. Agreement No. D07-159 <br /> <br />County no later than 60 calendar days from State's formal determination, if State determines <br />CAP expenditures are ineligible. <br /> <br />SECTION III <br /> <br />Miscellaneous Provisions: <br /> <br />A. Availability of Funds County will recalculate the $10M total CAP allocation to <br />the cities if the County's total Prop. 42 allocation falls 10% or more below the anticipated $19M <br />yearly allocation. The adjustment down of the $10M City allocations will be in the same ratio as <br />the County's allocation is adjusted down from the anticipated $19M. There will be no <br />adjustment if the County's Prop. 42 allocation exceeds $19M. <br /> <br />B. Proiect Documentation Cities shall promptly provide County and/or State, upon <br />request, all project and finance documentation. <br /> <br />C. Indemnification City shall indemnify, defend with counsel approved in <br />writing, save and hold County and each of its elected officials, officers, directors, agents and <br />employees harmless from any and all claims, injuries, liabilities, actions, damages, losses or <br />expenses of every type and description to which they may be subjected arising out of any act or <br />omission of, its employees, representatives, agents and independent contractors in connection <br />with the implementation of the actions described in this agreement. City shall return CAP funds <br />to the County (or State as appropriate) within the timeframe contemplated under this Agreement <br />should 1) City fail to expend all of its CAP allocation within the specified timeframe; 2) the <br />State deem any City expenditure to be ineligible; or 3) the City Aid Program be found to be <br />incompatible with State requirements. <br /> <br />D. Assignment This Agreement shall be binding upon and inure to the benefit of <br />the successors and assigns of the Parties. No assignment of City's interest in this Agreement <br />shall be made without the written consent of the County. Furthermore, City agrees that CAP <br />allocations shall not be expended on, given to, shared with, or otherwise provided to any other <br />city, local agency or other entity that is not contemplated under this Agreement. <br /> <br />E. Entirety & Amendments This Agreement contains the entire agreement <br />between the Parties with respect to the matters provided for herein. No alteration or variation of <br />the terms of this Agreement shall be valid unless made in writing and signed by the Parties; no <br />oral understanding or agreement not incorporated herein shall be binding on either of the Parties; <br />and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless <br />authorized by County in writing. <br /> <br />F. Severability If any part of this Agreement is held, determined, or adjudicated to <br />be illegal, void, or unenforceable by a court of competent jurisdiction, the remainder of this <br />Agreement shall be given effect to the fullest extent reasonably possible. <br /> <br />G. Calendar Days Any reference to the word "day" or "days" herein means <br />calendar day or calendar days, respectively unless otherwise expressly provided. <br /> <br />Page 4 of7 <br />