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Agreement No. D08-042 County receives its IE allocation from the State. Any portion of the city's allocation not expended by this deadline shall be returned to the County in a timely manner, but no later than August 31, 2011. G. In the event of an audit, City shall provide County, and the State if necessary, all project and finance documentation as required within the timeframe specified by the State. City shall attend all audits involving its Proposition IE projects as required by State. If the State finds that any City expenditure is ineligible or is out of compliance with Proposition IE Requirements, that expenditure shall be reimbursed to the County no later than 60 days from the State's determination. SECTION II MISCELLANEOUS PROVISIONS: A. Availabilitv of Funds County's distribution offunds to the City depends entirely on the County receiving its Proposition IE allocation from the State. County shall not disburse the City's allocation until such time that the County receives its Proposition IE allocation from the State. B. Indemnification City shall indemnify, defend with counsel approved in writing by County, 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 its Proposition IE allocation to the County (or State as appropriate, with written consent from the County) within the timeframe contemplated under this Agreement should 1) City fail to expend all of its Proposition IE allocation within the specified timeframe; 2) the State or County deems any City expenditure to be ineligible; or 3) the County's Proposition IE aid to cities be found to be incompatible with Proposition IE Requirements. C. Assignment 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 Proposition lB allocations shall not be expended on, given to, shared with, or otherwise provided to any other city, local agency or other entity not contemplated under this Agreement. D. Entiretv & 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. Page 3 of6