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mandated by law, the State may participate in such action at its own expense with respect <br />to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability <br />on the State, affect principles of California government or public law, or impact the <br />authority of the State, the Department of General Services will have the right to approve <br />or disapprove any settlement or compromise, which approval will not unreasonably be <br />withheld or delayed and (iii) the State will reasonably cooperate in the defense and in any <br />related settlement negotiations. <br />d) If this Contract is in excess of $554,000, it is subject to the requirements of the World <br />Trade Organization (WTO) Government Procurement Agreement (GPA). <br />e) To the extent that this Contract falls within the scope of Government Code Section 11135, <br />the Contractor hereby agrees to respond to and resolve any complaint brought to its <br />attention, regarding accessibility of its products or services. <br />8. CONTRACTOR’S POWER AND AUTHORITY: The Contractor warrants that it has full power <br />and authority to grant the rights herein granted and will hold the State harmless from and <br />against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of <br />any breach of this warranty. Further, the Contractor avers that it will not enter into any <br />DGS PD 401IT (REVISED AND EFFECTIVE 9/5/14) <br />GENERAL PROVISIONS – INFORMATION TECHNOLOGY <br />Page 6 of 28 <br />arrangement with any third party which might abridge any rights of the State under this <br />Contract. <br />a) The State will notify the Contractor of any such claim in writing and tender the defense <br />thereof within a reasonable time; and <br />b) The Contractor will have sole control of the defense of any action on such claim and all <br />negotiations for its settlement or compromise; provided that (i) when substantial principles <br />of government or public law are involved, when litigation might create precedent affecting <br />future State operations or liability, or when involvement of the State is otherwise <br />mandated by law, the State may participate in such action at its own expense with respect <br />to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability <br />DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575