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General Terms and Conditions (GTC 04/2017) <br />EXHIBIT C <br />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 General <br />Services, the Bureau of State Audits, or their designated representative shall have <br />the right to review and to copy any records and supporting documentation pertaining <br />to the performance of this Agreement. Contractor agrees to maintain such records for <br />possible audit for a minimum of three (3) years after final payment, unless a longer <br />period of records retention is stipulated. Contractor agrees to allow the auditor(s) <br />access to such records during normal business hours and to allow interviews of any <br />employees who might reasonably have information related to such records. Further, <br />Contractor agrees to include a similar right of the State to audit records and interview <br />staff in any subcontract related to performance of this Agreement. (Gov. Code <br />§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). <br />5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the <br />State, its officers, agents and employees from any and all claims and losses accruing <br />or resulting to any and all contractors, subcontractors, suppliers, laborers, and any <br />other person, firm or corporation furnishing or supplying work services, materials, or <br />supplies in connection with the performance of this Agreement, and from any and all <br />claims and losses accruing or resulting to any person, firm or corporation who may be <br />injured or damaged by Contractor in the performance of 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 />Page 5 of 17 <br />