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California Department of Justice Memorandum of Understanding <br />Exhibit B, Miscellaneous Provisions <br />EXHIBIT B <br />MISCELLANEOUS PROVISIONS <br />1. APPLICABLE LAW: This MOU shall be governed by and shall be interpreted in <br />accordance with the laws of the State of California; venue of any action brought <br />with regard to this MOU shall be in Sacramento County, Sacramento, California. <br />2. COMPLIANCE WITH STATUTES AND REGULATIONS: <br />a. The State and Agency warrants and certifies that in the performance of this <br />MOU, it will comply with all applicable statutes, rules, regulations and orders <br />stated in this MOU. The Agency agrees to indemnify the State against any <br />loss, cost, damage or liability by reason of the Agency violation of this <br />provision. <br />b. The State will notify the Agency of any such claim in writing and tender the <br />defense thereof within a reasonable time; and <br />c. The Agency will have sole control of the defense of any action on such claim <br />and all negotiations for its settlement or compromise; provided that (i) when <br />substantial principles of government or public law are involved, when litigation <br />might create precedent affecting future State operations or liability, or when <br />involvement of the State is otherwise mandated by law, the State may <br />participate in such action at its own expense with respect to attorneys' fees <br />and costs (but not liability); (ii) where a settlement would impose liability on the <br />State, affect principles of California government or public law, or impact the <br />authority of the State, the State will have the right to approved or disapprove <br />any settlement or compromise, which approval will not unreasonably be <br />withheld or delayed; and (iii) the State will reasonably cooperate in the <br />defense and in any related settlement negotiations. <br />3. TERMINATION FOR THE CONVENIENCE OF THE STATE: <br />a. The State may terminate performance of work under this MOU for its <br />convenience in whole or, from time to time, in part, if the DOJ determines that <br />a termination is in the State's interest. The DOJ shall terminate by delivering to <br />the Agency a Notice of Termination specifying the extent of termination and <br />the effective date thereof. <br />b. After receipt of a Notice of Termination, and except as directed by the State, <br />the Agency shall immediately proceed with the following obligations, as <br />applicable, regardless of any delay in determining or adjusting any amounts <br />due under this clause. The Agency shall: <br />i. Stop work as specified in the Notice of Termination. <br />ii. Place no further subcontracts for materials, services, or facilities, except <br />as necessary to complete the continuing portion of the MOU. <br />Page 1 of 5 <br />