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EXHIBIT C <br /> GENERAL TERMS AND CONDITIONS <br /> 1 . APPROVAL: <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 until <br /> such approval has been obtained. <br /> 2. EFFECTIVE DATE: <br /> Effective date means either the start date or the approval date by the Department of General <br /> Services (DGS), whichever is later. In cases where DGS approval is not required , this <br /> Agreement is of no force or effect until the date of the last DBW signature. No work shall <br /> commence until the effective date. <br /> 3. AMENDMENT: <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 Agreement <br /> not incorporated in the Agreement is binding on any of the parties. <br /> 4. ASSIGNMENT: <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 /> 5. AUDIT: <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 and <br /> to copy any records and supporting documentation pertaining to the performance of this <br /> Agreement. Grantee agrees to maintain such records for possible audit for a minimum of <br /> three (3) years after final payment, unless a longer period of records retention is stipulated . <br /> Grantee agrees to allow the auditor(s) access to such records during normal business hours <br /> and to allow interviews of any employees who might reasonably have information related to <br /> such records . Further, Grantee agrees to include a similar right of the State to audit records <br /> and interview 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 /> 6. INDEMNIFICATION : <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 resulting <br /> to any person, firm or corporation who may be injured or damaged by the subcontractor or <br /> Grantee in the performance of this Agreement. <br /> 7. DISPUTES: <br /> Grantee shall continue with the responsibilities under this Agreement during any dispute. <br /> 8. TERMINATION FOR CAUSE: <br /> The State may terminate this Agreement and be relieved of any payments should the <br /> Grantee fail to perform the requirements of this Agreement at the time and in the manner <br /> ATTY/AGR/2016.249/STATE OF CALIFORNIA DEPARTMENT OF PARKS & RECREATION DIVISION OR BOATING & WATERWAYS <br /> REV: 09-01-16 RL <br /> Page 15 of 33 <br />