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California Department of Justice Memorandum of Understanding <br />Exhibit B, Miscellaneous Provisions <br />iv. Settle all outstanding liabilities and termination settlement proposals <br />arising from the termination of subcontracts; <br />c. After termination, the Agency shall submit a final termination settlement proposal <br />to the State in the form and with the information prescribed by the State. The <br />Agency shall submit the proposal promptly, but no later than 90 days after the <br />effective date of termination, unless a different time is provided in the Purpose or <br />in the Notice of Termination. <br />The Agency and the State may agree upon the whole or any part of the amount <br />to be paid as requested under subsection (c) above. <br />Unless otherwise set forth in the Purpose if the Agency and the State fail to <br />agree on the amount to be paid because of the termination for convenience, the <br />State will pay the Agency the following amounts; provided that in no event will <br />total payments exceed the amount payable to the Agency if the MOU had been <br />fully performed: <br />i. The MOU price for Deliverables or services accepted or retained by the <br />State and not previously paid for, adjusted for any savings on freight and <br />other charges; and <br />i. The total of: <br />A. The reasonable costs incurred in the performance of the work <br />terminated, including initial costs and preparatory expenses <br />allocable thereto, but excluding any cost attributable to Deliverables <br />or services paid or to be paid; <br />B. The reasonable cost of settling and paying termination settlement <br />proposals under terminated subcontracts that are properly <br />chargeable to the terminated portion of the MOU; and <br />C. Reasonable storage, transportation, demobilization, unamortized <br />overhead and capital costs, and other costs reasonably incurred by <br />the Agency in winding down and terminating its work. <br />The Agency will use generally accepted accounting principles, or accounting <br />principles otherwise agreed to in writing by the parties, and sound business <br />practices in determining all costs claimed, agreed to, or determined under this <br />clause. <br />4. INDEMNIFICATION: The Agency agrees to indemnify, defend and save harmless the <br />State, its officers, agents and employees from any and all third party claims, costs <br />(including without limitation reasonable attorneys' fees), and losses due to the injury or <br />death of any individual, or the loss or damage to any real or tangible personal <br />property, resulting from the willful misconduct or negligent acts or omissions of the <br />Agency or any of its affiliates, agents, subcontractors, employees, suppliers, or <br />laborers furnishing or supplying work, services, materials, or supplies in connection <br />with the performance of this MOU. Such defense and payment will be conditional upon <br />the following: <br />Page 2 of 4 <br />