25C - COOP AGMT PROP 1B ALLOCATION

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Agreement No. D09-055 any other penalties or assessments shall be reimbursed to the County no later than sixty (60) days from the State's determination. SECTION II MISCELLANEOUS PROVISIONS: A. Availability of Funds The County's obligation is subject to the availability of funds appropriated for this Agreement, and nothing herein shall be construed as obligating the County to expend funds or as involving the County in any contract or other obligation for future payment of money in excess of appropriations authorized by law. Further, County's distribution of funds to the City depends entirely on the County receiving its Prop. 1B allocation from the State. County shall not disburse the City's allocation until such time that the County receives its Prop. 1B allocation from the State. County also reserves the right to limit, reduce, delay or terminate the City's Prop. 1 B disbursement identified in Exhibit A for any reason, and at any time, including, but not limited to, a State delay or reduction in the County's Prop. 1B allocation, ineligibility of all or a portion of City's project(s), or suspension or reduction of other County road funds. 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. Should the State determine that any City Prop. 1 B Funds to be ineligible, City is liable for any interest payments, fines, penalties or other forfeitures that may be assessed by the State. City shall return Prop. 1 B Funds to the County within the timeframe contemplated under this Agreement should 1) City fail to expend any portion of its Prop. 1 B Funds within the timeframe under this Agreement; 2) the State or County deem any City expenditure of Prop. 1B Funds to be ineligible; or 3) this Agreement be found to be incompatible with State law. C. Assi nment 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 Prop 1 B Funds 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. 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. Page 3 of 7 25C-10