CALIFORNIA DEPARTMENT OF JUSTICE (2)

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California Department of Justice Memorandum of Understanding Exhibit B, Miscellaneous Provisions EXHIBIT B MISCELLANEOUS PROVISIONS 1. APPLICABLE LAW: This MOU shall be governed by and shall be interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this MOU shall be in Sacramento County, Sacramento, California. COMPLIANCE WITH STATUTES AND REGULATIONS: a. The State and Agency warrants and certifies that in the performance of this MOU, it will comply with all applicable statutes, rules, regulations and orders stated in this MOU. The Agency agrees to indemnify the State against any loss, cost, damage or liability by reason of the Agency violation of this provision. b. The State will notify the Agency of any such claim in writing and tender the defense thereof within a reasonable time; and c. The Agency will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the State+will have the tight to approved or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. 3. TERMINATION FOR THE CONVENIENCE OF THE STATE: a. The State may terminate performance of work under this MOU for its convenience in whole or, from time to time, in part, if the DOJ determines that a termination is in the State's interest. The DOJ shall terminate by delivering to the Agency a Notice of Termination specifying the extent of termination and the effective date thereof. b. After receipt of a Notice of Termination, and except as directed by the State, the Agency shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Agency shall: I. Stop work as specified in the Notice of Termination. ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the MOU. Page 1 of 5