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8. Trademark/University Name. The University's name and trademarks are <br />protected by California law and may not be used without prior written approval of the <br />Regents of the University of California except to indicate identification or location. <br />9. Disputes. In the event of a dispute, this Agreement will be governed by California <br />law and the parties agree to non-binding arbitration in Alameda County under the rules <br />of the American Arbitration Association. <br />10. Modification. This Agreement may be modified only by mutual written agreement <br />of both parties. <br />li. Course cancellation or rescheduling. <br />11a. The University may upon five (5) business days written notice to the <br />Sponsor cancel or reschedule the Course for any reason without penalty. <br />ilb. The Sponsor may cancel the Course upon written notice to the University up <br />until fifteen (15) days before the date of delivery named in Paragraph 1b without <br />penalty. If the Sponsor cancels the Course after this date, the Sponsor agrees to <br />pay the full fixed fee for the Course. <br />11c. The Sponsor may request the University to reschedule the Course delivery <br />at any time. The University will make a good faith attempt to accommodate the <br />Sponsor's request. The Sponsor agrees to pay actual direct costs incurred by the <br />University as a result of rescheduling the Course, up to a maximum of the full <br />fixed fee. This cost for rescheduling shall be paid in addition to the fixed fee for <br />Course delivery as described in Paragraph 4. The more notice and flexibility the <br />Sponsor gives the University with regard to a request for rescheduling, the less <br />likelihood there will be of incurring any extra fee. <br />If the terms and conditions herein are acceptable, please sign and return one copy of <br />this Agreement to the University's project coordinator named in Paragraph 5. <br />THE REGENTS OF <br />THE UNIVERSITY OF CALIFORNIA <br />I ~ ~ <br />By: G~- ~~i4~, <br />~'~1L;~..-rte, ,j . ~y~~ <br />Title: " <br />'t_ <br />CITY OF SANTA ANA <br />BY~ ~ - <br />~~ <br />DAVID N. REAM <br /> <br />~,~ t,Y Title: City Manager <br />Date: ~ ~+--zc rte` L'~~,,fr~ ~~~~~,~ <br />~_~ rte.. I ~ =~ <br />~' Date: ~, ~ '.~-- ~ ~, <br />cc: TTP File, ITS, BCO <br />University of California, Berkeley <br />Business Contract Office/ITS <br />City of Santa Ana <br />#TS106 0511-2010 Santa Ana <br />Page 5 <br />