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Grantee <br />BSCC xxx-26 <br />Page 1 of 4 <br />EXHIBIT C: GENERAL TERMS AND CONDITIONS (02/2025) <br />Rev 04/2020 <br />1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the <br />Department of General Services, if required. Contractor may not commence performance until such <br />approval has been obtained. <br />2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made <br />in writing, signed by the parties and approved as required. No oral understanding or Agreement not <br />incorporated in the Agreement is binding on any of the parties. <br />3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without <br />the consent of the State in the form of a formal written amendment. <br />4. AUDIT: Contractor 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 to copy <br />any records and supporting documentation pertaining to the performance of this Agreement. <br />Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after <br />final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the <br />auditor(s) access to such records during normal business hours and to allow interviews of any <br />employees who might reasonably have information related to such records. Further, Contractor <br />agrees to include a similar right of the State to audit records and interview staff in any subcontract <br />related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., <br />CCR Title 2, Section 1896). <br />5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its <br />officers, agents and employees from any and all claims and losses accruing or resulting to any and <br />all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation <br />furnishing or supplying work services, materials, or supplies in connection with the performance of <br />this 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 Contractor in the performance of this Agreement. <br />6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any <br />dispute. <br />7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any <br />payments should the Contractor fail to perform the requirements of this Agreement at the time and in <br />the manner herein provided. In the event of such termination the State may proceed with the work in <br />any manner deemed proper by the State. All costs to the State shall be deducted from any sum due <br />the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon <br />demand. <br />8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the <br />performance of this Agreement, shall act in an independent capacity and not as officers or employees <br />or agents of the State. <br />9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the <br />minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code <br />Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of <br />whether the product meets the requirements of Public Contract Code Section 12209. With respect <br />to printer or duplication cartridges that comply with the requirements of Section 12156(e), the <br />certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract <br />Code §12205). <br />10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its <br />subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious <br />creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic SAMPLE7.C. - Page 91 of 101 <br />150