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<br />EXHIBIT D <br /> <br />City of Santa Ana <br />06-CaIHome-184 <br />Page 1 of 5 <br />(Rev.3/07) <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 /> <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 in the <br />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 the <br />consent of the State in the form of a formal written amendment. <br /> <br />4. Indemnification <br /> <br />Contractor 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 contractors, <br />subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or <br />supplying work services, materials or supplies in connection with the performance of this <br />Agreement, and from any and all claims and losses accruing or resulting to any person, firm or <br />corporation who may be injured or damaged by the Contractor in the performance of this <br />Agreement. <br /> <br />5. Disputes <br /> <br />Contractor shall continue with the responsibilities under this Agreement during any 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 manner <br />herein provided. <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 agents of <br />the State. <br /> <br />