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EDD Contract No.: M485751 <br />Project Code: 365 <br />EDD /Administrative Entity <br />Page 4 of 5 <br />6. GENERAL TERMS AND CONDITIONS <br />A. 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. <br />B. 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 <br />understanding or Agreement not incorporated in the Agreement is binding on any of the <br />parties. <br />C. AUDIT: EDD agrees that the Department of General Services, the Bureau of State <br />Audits, or their designated representative, and an authorized representative of the <br />Administrative Entity shall have the right to copy any records and supporting <br />documentation pertaining to the performance of this Agreement. The EDD agrees to <br />maintain such records for possible audit for a minimum of three (3) years after final <br />payment, unless a longer period of records retention is stipulated. The EDD agrees to <br />allow access to such records during normal business hours and to allow interviews of <br />any employees who might reasonably have information related to such records. <br />(GC 8546.7). <br />EDD shall maintain records documenting payments received and provided under this <br />Agreement for at least three years from the final payment date of this Agreement. If <br />EDD receives notice that any litigation, claim, or audit has begun before the expiration <br />of the three-year period, the records shall be retained until all litigation, claims, or audit <br />findings are resolved. <br />EDD may maintain any of the records required to be kept under this Agreement by <br />substituting photographs, microphotographs, or other authentic reproductions of such <br />records. <br />D. AMERICANS WITH DISABILITIES ACT: The EDD agrees to comply with the <br />Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101 et seq.), which <br />prohibits discrimination on the basis of disability, and all applicable federal and State <br />laws and regulations, guidelines, and interpretations issued thereto <br />E. COMPENSATION: The consideration to be paid EDD, as provided herein, shall be in <br />compensation for all of EDD's expenses incurred in the performance hereof, including <br />travel, per diem, and taxes, unless otherwise expressly so provided. <br />F. DISPUTES: In the event of a dispute between EDD and the Administrative Entity over <br />any part of this Agreement, the dispute may be submitted to nonbinding arbitration <br />upon the consent of both parties. An election for arbitration pursuant to this Agreement <br />shall not preclude either party from pursuing any remedy for relief otherwise available. <br />EDD shall continue with the responsibilities under this Agreement during any dispute. <br />G. INDEMNIFICATION: In accordance with provisions of Section 895.4 of the California <br />Government Code, each party hereto agrees to indemnify and hold the other party <br />harmless from all liability for damage to persons or property arising out of or resulting <br />from the acts or omissions of the indemnifying party. <br />