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Department of Justice (DOJ) Miscellaneous Provisions EXHIBIT D MISCELLANEOUS PROVISIONS Applicable Law: (Contract Number) Exhibit D This contract 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 contract shall be in Sacramento County, Sacramento, California. 2. Compliance with Statutes and Regulations: a. The State and Agency warrants and certifies that in the performance of this contract, it will comply with all applicable statutes, rules, regulations and orders stated in this contract. 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 right 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 services under this contract 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 with at least (90) calendar days written notice prior to the effective date of such termination, which shall be specified in such notice. 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 the use of services as specified in the Notice of Termination. ii. Place no further requests for materials, services, or facilities, except as necessary to complete the continuing portion of the contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities or obligations by refund or forfeiture of fees paid as stated in Section 11. Miscellaneous Provisions including Termination. c. After termination, the Agency shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State. The Agency shall submit the Page 1 of 4