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<br />Redwood City Redevelopment Agency <br />DTSC Agreement No. 07-T3454 <br />Exhibit C Page 1 of 2 <br /> <br />(Reimbursement Agreement) <br /> <br />EXHIBIT C <br />GENERAL TERMS AND CONDITIONS <br /> <br />1. Indemnification - The Applicant agrees to indemnify, defend and save harmless <br />the State, its officers, agents and employees from any and all claims and losses <br />accruing or resulting from the Applicant's performance of this contract and from any <br />and all claims and losses accruing or resulting to any person, firm or corporation <br />who may be injured or damaged by the Applicant in the performance of this contract. <br /> <br />2. AssiQnment - Without the written consent of the State, this Agreement is not <br />assignable by Applicant either in whole or in part. <br /> <br />3. Timeliness -Time is of the essence in this Agreement. <br /> <br />4. Deviations - Any alteration or variation of the terms of this Agreement shall be <br />invalid unless made in writing and signed by the parties hereto, and no oral <br />understanding or agreement not incorporated herein, shall be binding on any of the <br />parties hereto. <br /> <br />5. GoverninQ Law -This Agreement shall be governed by the laws of the State of <br />California, both as to interpretation and performance. <br /> <br />6. Amendments - Amendments to this Agreement may be proposed by either party <br />and shall be effected by issuance of a written instrument executed by both parties. <br />The Agreement price may be equitably adjusted to reflect any additional costs or <br />new savings resulting from such amendment(s). <br /> <br />7. Termination - Either party may elect to terminate this Agreement by written notice <br />at any time prior to referral of the project to the Commission upon ten (10) days <br />written notice to the other party. The Applicant agrees that in the event of <br />termination of this agreement by either party as provided above, it shall reimburse <br />the State upon its written request one hundred percent (100%) of all costs incurred <br />by the State in the performance of its obligations as described in this Agreement. <br /> <br />8. Records - Upon five (5) business days notice, the State's records relating to its <br />costs shall be available for the Applicant's audit in the State's office in Sacramento. <br />Said audit shall take place only during regular business hours of the State. Payment <br />of costs by the Applicant shall not constitute a waiver of its rights to audit nor an <br />acknowledgment by the Applicant of the validity of the costs that have been paid. <br />Nothing herein shall be deemed to require the State, its consultants, other <br />contractors and subcontractors to maintain books, records, or documents other than <br />those usually maintained by them, provided that such books, records and <br />documents reasonably segregate and identify the costs for which reimbursement is <br />