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<br />City of. Santa Ana <br />04-CALHOME-087 <br />Page 1 of 6 <br /> <br />EXHIBIT D <br /> <br />State of California <br />General Terms and Conditions <br /> <br />1. Approval <br /> <br />This Agreement is of no force and effect until signed by both parties. <br />2. Amendment <br /> <br />No amendment or variation of the terms of this Agreement shall be valid unless made in <br />writing and signed by the parties. No oral understanding or Agreement not incorporated <br />in the Agreement is binding on any of the parties. <br /> <br />3. AssiQnment <br /> <br />This Agreement is not assignable by the Contractor, either in whole or in part, without <br />the consent of the State in the form of a formal written amendment. <br /> <br />4, Indemnification <br /> <br />The Contractor agrees to indemnify, defend and save harmless the State, its officers, <br />agents and employees from any and ail claims and losses accruing or resulting to any <br />and ail contractors, subcontractors, suppliers, laborers and any ott\er person, firm or <br />corporation furnishing or supplying work services, materials or supplies in connection <br />with the performance of this Agreement, and from any and ail claims and losses <br />accruing or resulting to any person, firm or corporation who may be injured or damaged <br />by the Contractor in the performance of this Agreement. <br /> <br />5, Disputes <br /> <br />Contractor shail continue with the responsibilities under this Agreement during any <br />dispute. <br /> <br />6. Termination for Cause <br /> <br />The State may terminate this Agreement and be relieved of any payments should the <br />Contractor fail to perform the requirements of this Agreement at the time and in the <br />manner herein provided. [See Exhibit C for additional breach, notice and cure <br />provisions.] <br /> <br />7. Independent Contractor <br /> <br />Contractor, and the agents and employees of Contractor, in the performance of this <br />Agreement, shall act in an independent capacity and not as officers or employees or <br />agents of the State, <br />