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General Terms and Conditions (GTC 02/2025) <br /> EXHIBIT C <br /> 1. APPROVAL: This Agreement is of no force or effect until signed by both parties <br /> and approved by the Department of General Services, if required. Contractor <br /> may not commence performance until such approval has been obtained. <br /> 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be <br /> valid unless made in writing, signed by the parties and approved as required. No <br /> oral understanding or Agreement not incorporated in the Agreement is binding on <br /> any of the parties. <br /> 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in <br /> whole or in part, without the consent of the State in the form of a formal written <br /> amendment. <br /> 4. AUDIT: Contractor agrees that the awarding department, the Department of <br /> General Services, the Bureau of State Audits, or their designated representative <br /> shall have the right to review and to copy any records and supporting <br /> documentation pertaining to the performance of this Agreement. Contractor agrees <br /> to maintain such records for possible audit for a minimum of three (3) years after <br /> final payment, unless a longer period of records retention is stipulated. Contractor <br /> agrees to allow the auditor(s) access to such records during normal business hours <br /> and to allow interviews of any employees who might reasonably have information <br /> related to such records. Further, Contractor agrees to include a similar right of the <br /> State to audit records and interview staff in any subcontract related to performance <br /> of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR <br /> Title 2, Section 1896). <br /> 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless <br /> the State, its officers, agents and employees from any and all claims and losses <br /> accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, <br /> and any other person, firm or corporation furnishing or supplying work services, <br /> materials, or supplies in connection with the performance of this Agreement, and <br /> from any and all claims and losses accruing or resulting to any person, firm or <br /> corporation who may be injured or damaged by Contractor in the performance of <br /> this Agreement. <br /> 6. DISPUTES: Contractor shall continue with the responsibilities under this <br /> Agreement during any dispute. <br /> 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be <br /> relieved of any payments should the Contractor fail to perform the requirements of <br /> this Agreement at the time and in the manner herein provided. In the event of such <br /> termination the State may proceed with the work in any manner deemed proper by <br /> the State. All costs to the State shall be deducted from any sum due the Contractor <br /> under this Agreement and the balance, if any, shall be paid to the Contractor upon <br /> demand. <br />