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Santa Ana, City of <br />Schedule C -Terms and Conditions <br />Next Generation -Click It or Ticket <br />Grant No. CT09385 <br />A. INDEMNIFICATION <br />Applicant Agency agrees to indemnify, defend, and save harmless the State of California, its officers, agents, and <br />employees, the Regents of the University of California its officers, agents and employees from any and all claims and <br />losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm, <br />or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this <br />grant, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be <br />injured or damaged by Applicant Agency in the performance of this grant. <br />B. GOVERNING LAW <br />This Grant shall be governed by and construed in accordance with the laws of the State of California. <br />C. NON-ASSIGNABILITY <br />The obligations of the applicant agency under this Grant are not assignable to any third party <br />D. USE OF UNIVERSITY NAME/TRADEMARKS <br />Applicant Agency shall not use the name of the University of California or any abbreviation thereof, or any name of <br />which "University of California " is a part, or any trademarks of the University, in any commercial context, such as may <br />appear on products, in media (including web sites) and print advertisements in cases when such use may imply an <br />endorsement or sponsorship of the Applicant Agency, its products or services. All uses of the University's name and <br />trademarks, therefore, must first receive prior written consent of The Regents of the University of California through <br />the Office of Marketing & Business Outreach. This policy is in compliance with the State of California Education Code <br />Section 92000. <br />E. TERMINATION <br />Each party has the right to suspend, terminate or abandon the execution of any work by the Applicant Agency without <br />cause at any time upon giving prior written notice. In the event that this grant is suspended, terminated or <br />abandoned, the Regents of the University of California shall pay the Applicant Agency for services provided <br />hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be <br />computed in accordance with the Schedule B -Detailed Budget Estimate and Schedule 8-7 -Budget Narrative, <br />provided that the Grant Total shall not be exceeded for services provided hereunder prior to the efFective date of <br />suspension, termination, or abandonment. <br />F. STATE OF CALIFORNIA TERMS AND CONDITIONS <br />Applicant Agency agrees to abide by the General Terms, Conditions, and Certifications contained in OTS Grant <br />Program Manual, Chapter 6, Exhibit 6-A www.ots.ca.gov. <br />NayC o <br />