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<br />EXHIBIT C <br /> <br />GENERAL TERMS AND CONDITIONS <br /> <br />1. APPROVAL <br /> <br />This Agreement is of no force or effect until signed by both parties and approved by the <br />Department of General Services, if required. Grantee may not commence performance <br />until such approval has been obtained. <br /> <br />2. AMENDMENT <br /> <br />No amendment or variation of the terms of this Agreement shall be valid unless made in <br />writing, signed by the parties and approved as required. No oral understanding or <br />agreement not incorporated in this Agreement is binding on any of the parties. <br /> <br />3. ASSIGNMENT <br /> <br />This Agreement is not assignable by the Grantee, either in whole or in part, without the <br />consent of the State in the form of a formal written amendment. <br /> <br />4. AUDIT <br /> <br />Grantee agrees that the awarding department, the Department of General Services, the <br />Bureau of State Audits, or their designated representative shall have the right to review <br />and to copy any records and supporting documentation pertaining to the performance of <br />this Agreement. Grantee agrees to maintain such records for possible audit for a minimum <br />of three (3) years after final payment, unless a longer period of records retention is <br />stipulated. Grantee agrees to allow the auditor(s) access to such records during normal <br />business hours and to allow interviews of any employees who might reasonably have <br />information related to such records. Further, Grantee agrees to include a similar right of <br />the State to audit records and interview staff in any subcontract related to performance of <br />this Agreement. (GC 8546.7, PCC 10115 et seq., CCR Title 2, Section 1896). <br /> <br />5. INDEMNIFICATION <br /> <br />Grantee agrees to indemnify, defend and save harmless the State, its officers, agents and <br />employees from any and all claims and losses accruing or resulting to any and all <br />contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation <br />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 <br />resulting to any person, firm or corporation who may be injured or damaged by Grantee in <br />the performance of this Agreement. <br /> <br />6. DISPUTES <br /> <br />Grantee shall continue with the responsibilities under this Agreement during any dispute. <br /> <br />Grantee: City of Santa Ana <br /> <br />10f5 <br /> <br />Exhibit C, Grant Agreement BOC #333~04 <br />