Agmt17 CA High Speed Rail Authority Reimbursement Agreement

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City of Redwood City EXHIBIT C HSR16-87 GENERAL TERMS AND CONDITIONS AND CONTRACTOR CERTIFICATIONS Page 1 of 3 1. GENERAL TERMS AND A. APPROVAL. This Agreement is of no force or effect until signed by both Parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. B. AMENDMENT. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the Parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the Parties. C. ASSIGNMENT. This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. D. AUDIT. Contractor agrees that the Authority, the Department of General Services, the State Auditor, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7.) E. INDEMNIFICATION. Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. F. DISPUTES. Contractor shall continue with the responsibilities under this Agreement during any dispute. G. TERMINATION FOR CAUSE. Either Party may terminate this Agreement and be relieved of any payments should the other Party fail to perform the requirements of this Agreement at the time and in the manner herein provided. H. INDEPENDENT CONTRACTOR. Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. ATN/AGR/2017.041/CA HIGH SPEED RAIL AUTHORITY -REIMBURSEMENT AGREEMENT REV: 03-01-17 VR