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Santa Ana, City of Schedule C - Terms and Conditions Next Generation - Click It or Ticket Grant No. CT11385 A. INDEMNIFICATION Applicant Agency agrees to indemnify, defend, and save harmless the State of California, its officers, agents, and employees, the Regents of the University of California, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this grant, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by Applicant Agency in the performance of this grant. B. GOVERNING LAW This Grant shall be governed by and construed in accordance with the laws of the State of California. C. NON - ASSIGNABILITY The obligations of the applicant agency under this Grant are not assignable to any third party D. USE OF UNIVERSITY NAME/TRADEMARKS Applicant Agency shall not use the name of the University of California or any abbreviation thereof, or any name of which "University of California " is a part, or any trademarks of the University, in any commercial context, such as may appear on products, in media (including web sites) and print advertisements in cases when such use may imply an endorsement or sponsorship of the Applicant Agency, its products or services. All uses of the University's name and trademarks, therefore, must first receive prior written consent of The Regents of the University of California through the Office of Marketing & Business Outreach. This policy is in compliance with the State of California Education Code Section 92000. E. TERMINATION Each party has the right to suspend, terminate or abandon the execution of any work by the Applicant Agency without cause at any time upon giving prior written notice. In the event that this grant is suspended, terminated or abandoned, the Regents of the University of California shall pay the Applicant Agency for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with the Schedule B - Detailed Budget Estimate, provided that the maximum amount payable to the Applicant Agency for its services shall not exceed the Grant Total on Schedule B for services provided hereunder prior to the effective date of suspension, termination, or abandonment. F. STATE OF CALIFORNIA TERMS AND CONDITIONS Applicant Agency agrees to abide by the General Terms, Conditions, and Certifications contained in OTS Grant Program Manual, Chapter 6, Exhibit 6-A www.ots.ca.gov. page 6 qjhlff;7