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GTC 610 <br />EXHIBIT C <br />GENERAL TERMS AND CONDITIONS <br />1. APPROVAL: This Agreement is of no force or effect until signed by both parties and <br />approved by the Department of General Services, if required. Grantee may not commence <br />performance until such approval has been obtained. <br />2. EFFECTIVE DATE: Effective date means either the start date or the approval date by the <br />Department of General Services (DGS), whichever is later. In cases where DGS approval is not <br />required, this Agreement is of no force or effect until the date of the last DBW signature. No <br />work shall commence until the effective date. <br />3. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid <br />unless made in writing, signed by the parties and approved as required. No oral understanding <br />or Agreement not incorporated in the Agreement is binding on any of the parties. <br />4. ASSIGNMENT: This Agreement is not assignable by the Grantee, either in whole or in part, <br />without the consent of the State in the form of a formal written amendment. <br />5. AUDIT: Grantee agrees that the awarding Division, the Department of General Services, the <br />Bureau of State Audits, or their designated representative shall have the right to review and to <br />copy any records and supporting documentation pertaining to the performance of this <br />Agreement. Grantee agrees to maintain such records for possible audit for a minimum of three <br />(3) years after final payment, unless a longer period of records retention is stipulated. Grantee <br />agrees to allow the auditor(s) access to such records during normal business hours and to allow <br />interviews of any employees who might reasonably have information related to such records. <br />Further, Grantee agrees to include a similar right of the State to audit records and interview staff <br />in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. <br />Contract Code §10115 et seq., CCR Title 2, Section 1896). <br />6. INDEMNIFICATION: Grantee agrees to indemnify, defend and save harmless the State, its <br />officers, agents and employees from any and all claims and losses accruing or resulting to any <br />and all contractors, subcontractors, suppliers, laborers, and any other person, firm or <br />corporation furnishing or supplying work services, materials, or supplies in connection with the <br />performance of this Agreement, and from any and all claims and losses accruing or resulting to <br />any person, firm or corporation who may be injured or damaged by subcontractor or Grantee in <br />the performance of this Agreement. <br />7. DISPUTES: Grantee shall continue with the responsibilities under this Agreement during any <br />dispute. <br />8. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of <br />any payments should the Grantee fail to perform the requirements of this Agreement at the time <br />and in the manner herein provided. In the event of such termination the State may proceed with <br />the work in any manner deemed proper by the State. All costs to the State shall be deducted <br />from any sum due the Grantee under this Agreement and the balance, if any, shall be paid to <br />the Grantee upon demand. <br />9. RECYCLING CERTIFICATION: The Grantee shall certify in writing under penalty of perjury, <br />the minimum, if not exact, percentage of post consumer material as defined in the Public <br />Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the <br />State regardless of whether the product meets the requirements of Public Contract Code <br />11 <br />