2. The term of this Agreement is:

EXHIBIT A

SCOPE OF WORK

A. Purpose and Description of Services:

The California Conservation Corps (CCC) is seeking proposals from qualified research firms, academic institutions, or consulting organizations to conduct a comprehensive Economic Impact Report. This study will quantify the economic value the CCC delivers to the State of California, providing data-driven evidence of the Corps’ return on public investment.

The CCC, established in 1976, is the oldest and largest conservation corps in the nation. It engages young adults (ages 18–25) and military veterans in meaningful work addressing California’s most pressing environmental and community needs, including wildfire response, disaster relief, habitat restoration, recycling, and infrastructure improvement. The CCC operates 24 residential and nonresidential centers throughout the state.

This economic impact study will serve as a critical tool for legislative advocacy, budget justification, strategic planning, and public communication. The final report must be rigorous, defensible, and accessible to both technical and general audiences.

B. Scope of Work:

The selected Contractor shall produce a comprehensive Economic Impact Report consisting of two interconnected study components, described below. The analysis should employ accepted economic modeling techniques and be grounded in verifiable data sources.

Study Component One: Return on Investment Analysis

The Contractor shall determine the per-dollar return on investment (ROI) that the State of California realizes for every dollar invested in the CCC. This analysis must quantify the economic multiplier effect of CCC operations and impact of Corpsmember development and training, and produce a clear, defensible ratio of dollars returned to the California economy for each dollar of state funding allocated to the CCC.

This component shall include, at a minimum:

• Direct economic outputs: wages paid to Corpsmembers and staff, procurement spending, facility operations, and capital expenditures.

• Indirect economic effects: economic activity generated through CCC supply chain spending and vendor relationships within California.

• Induced economic effects: consumer spending by Corpsmembers and resultant economic ripple effects of participation in the program on outcomes (this could be influenced by component 2).

• Fiscal impacts: tax revenues generated (income, sales, property) and public cost avoidance (e.g., reduced incarceration, reduced public assistance utilization, disaster response cost savings).

• Valuation of project outputs: estimated economic value of completed conservation, infrastructure, and disaster response projects, including ecosystem services where applicable.

• A clearly stated ROI ratio expressed as dollars returned per dollar invested (e.g., “For every $1.00 invested in the CCC, $X.XX is returned to the California economy”).

Study Component Two: Corpsmember Earnings Differential

The Contractor shall analyze and quantify the difference in lifetime and near-term earning potential between individuals who have completed a term of service with the CCC (Corpsmembers) and a comparable cohort of individuals who have not participated in the program (non-Corpsmembers).

This component shall include, at a minimum:

• A rigorous methodology for establishing a valid comparison group, controlling for demographic factors such as age, education level, geographic region, socioeconomic background, and prior employment history

• Analysis of post-service employment rates, wage trajectories, and career advancement over defined time horizons (e.g., 1-year, 5-year, 10-year, and lifetime projections)

• Evaluation of educational attainment gains attributable to CCC participation, including certifications, vocational training, and college enrollment/completion

• Assessment of non-wage economic benefits such as access to employer-provided health insurance, retirement benefits, and reduced reliance on public assistance programs

• Disaggregation of findings by relevant subgroups where data permits (e.g., by center, region, program track, or demographic category)

• Identification of data sources, including CCC alumni records, employment databases (e.g., EDD wage data), surveys, and any necessary data-sharing agreements

C. Methodology Requirements

Proposals must clearly describe the analytical framework, models, and data sources the Contractor intends to use. The CCC expects the following standards to be met:

• Clear documentation of all data sources, collection methods, and any limitations.

• Statistically valid sampling methods for any primary data collection (surveys, interviews).

• Peer-reviewed or academically defensible approaches to earnings analysis and comparison group selection.

• Sensitivity analysis to demonstrate the robustness of key findings under varying assumptions.

• Compliance with applicable CCC, state, and federal policies and regulations regarding data privacy and human subjects’ research.

D. Contractor Responsibilities:

1. CCC requires that all tasks be completed and delivered to the CCC Representative in Section M, Contacts, Item 1 on or before the due dates. All completed tasks, standards, processes, plans, and applicable reference materials must be available to CCC upon request. CCC reserves the right to request an in-depth written and/or oral presentation of findings and/or recommendations put forth by the Contractor.

2. Table 1 describes the Deliverables required under the terms of this agreement.

Table 1: Contractor Deliverables

# Deliverable Deliverable Description Date Due 1 Research

Methodology Plan

Detailed outline of data sources, analytical models, survey instruments, and sampling methods

As scheduled by the Contract Manager.

2 Interim Progress Report

Summary of data collected, preliminary findings, and any issues encountered

As scheduled by the Contract Manager.

3 Draft Economic Impact Report

Complete draft including all two study components for CCC review and comment

As scheduled by the Contract Manager.

4 Presentation of Draft Findings

In-person or virtual presentation to CCC leadership and stakeholders

As scheduled by the Contract Manager.

5 Final Economic Impact Report

Publication-ready report incorporating all CCC feedback, with executive summary

As scheduled by the Contract Manager.

6 Data Appendices & Technical Documentation

All supporting data sets, models, assumptions, and methodological notes

As scheduled by the Contract Manager.

1. The Contractor shall:

a. Attend meetings in person, when necessary, and support CCC at 1719 24th Street, Sacramento, CA 95816 (CCC HQ). Contractor staff shall be responsible for travel arrangements and for expenses incurred to and from CCC HQ, at the time and date scheduled with the Contract Manager. CCC shall provide up to five business days advance notice of a required in-person meeting.

b. Designate a contract manager to whom all communications are addressed and who has the authority to act on all aspects of the services—this person will review the Agreement and associated documents with CCC Executive Management or their designee to ensure understanding of the responsibilities of both parties.

c. Comply with all applicable CCC policies and procedures.

d. Retain independence and avoid undue influence by any internal or external entity while advising the CCC Executive Management team.

e. Provide draft results and to incorporate, as appropriate, comments provided by CCC Executive Management—the Contractor should expect to conduct walkthroughs to discuss preliminary and draft results of their work.

E. Contractor Tasks and Reporting Requirements

CCC requires that all reports be completed and delivered to CCC on or before the due date.

Due dates will be established by mutual agreement, and in writing, after agreement execution. All reports, standards, processes, plans, and applicable reference materials must be available to CCC upon request. For all tasks, CCC reserves the right to request an in-depth written and oral presentation of findings and recommendations put forth by the Contractor.

1. Work with various external vendors in addition to state staff and various stakeholders.

2. Attend scheduled meetings and provide presentations as required.

3. Promptly notify the CCC Contract Manager in writing of events or proposed changes that could affect the Scope, budget, or schedule of work performed under this agreement.

4. Perform work virtually unless otherwise agreed upon by the parties during normal business hours, 8:00a.m. to 5:00 p.m., Pacific Time (PT) Monday through Friday, except State holidays. For a list of holidays which CCC observes, go to the following link:

https://www.calhr.ca.gov/about-calhr/divisions-programs/personnel-management/leave-benefits/

5. For project-related activities, the Contractor must provide the ability to interact with state staff virtually via Microsoft Teams. Contractor staff that are required to telework may be notified to report to the CCC office or designated location with five days advance notice.

http://www.calhr.ca.gov/employees/pages/state-holidays.aspx

F. General Service Requirements

1. Document Format: Unless explicitly stated otherwise in Exhibit A, all required documentation will be provided in a format compatible with CCC standard applications (Microsoft Office). For the reports identified in Section D. Table 1., the format and content must be pre-approved by CCC Executive Management.

2. Electronic versions will be stored in a CCC-designated central repository and remain the sole property of CCC. The delivery media will be compatible with CCC storage devices

G. Kickoff Meeting

Within 15 business days of Agreement execution or as scheduled by the Contract Manager, the Contractor shall conduct a kickoff meeting with the CCC team to:

1. Review the details of the Scope of Work (SOW) to ensure a clear understanding of the goals and expectations.

2. Review the roles and responsibilities of the Contractor and CCC staff.

3. Review the tasks and schedule and coordinate a high-level review.

4. Discuss critical factors that may impact workload.

5. Review administrative and reporting requirements.

6. Discuss and agree upon the process for communicating issues, risks, and status.

7. Discuss and agree upon the approach to tracking and managing performance and results.

8. Introduce contractor staff

H. Performance Review and Acceptance Criteria

It shall be the sole determination of CCC as to whether the Contractor’s performance has been successfully completed and is acceptable to CCC.

1. Process:

a. The Contractor shall complete assigned tasks and deliver any required documentation to CCC Executive Management by the written agreed-upon date for review.

b. CCC Executive Management documentation review time shall not be more than 10 business days, except when there is another written mutually agreed-upon time frame. Business days are Monday through Friday, 8:00 a.m. to 5:00 p.m. PT excluding the California state holidays listed at: https://www.calhr.ca.gov/about-calhr/divisions-programs/personnel-management/leave-benefits/ https://www.calhr.ca.gov/about-calhr/divisions-programs/personnel-management/leave-benefits/ https://www.calhr.ca.gov/about-calhr/divisions-programs/personnel-management/leave-benefits/

c. CCC Executive Management shall provide written notification to the Contractor of any required revisions. The Contractor shall review the CCC written response, make appropriate adjustments, and submit to CCC Executive Management for acceptance within three business days of receiving revision requests.

d. After considering the Scope of the changes, CCC Executive Management may, at their discretion, allow a period longer than three business days, which shall be confirmed in writing.

e. After receipt of the revised documents, CCC Executive Management review time must not be more than five business days unless another, mutually agreed-upon time frame has been determined.

f. The Contractor shall not change a report that has been accepted by CCC Executive Management without CCC Executive Management written approval.

I. Performance Not Meeting Requirements

Should the work performed, or the work product produced by the Contractor fail to meet the minimum state requirements or other applicable standards, specifications, or guidelines, the following resolution process will be employed except as superseded by other binding processes. Project documentation that does not meet agreement requirements will be returned to the Contractor as incomplete.

1. CCC Executive Management must notify the Contractor in writing within 10 business days after receipt of the unsatisfactory work performed or work product produced, about any acceptance problems by identifying the specific inadequacies and/or failures in the services performed and/or the products produced by the Contractor.

2. Within five business days after initial problem notification, the Contractor shall respond to CCC Executive Management by submitting a detailed explanation that describes how the identified services and products actually adhere to and satisfy all applicable requirements, and/or a proposed corrective action plan to address the specific inadequacies or failures in the identified services or products. Failure by the Contractor to respond to CCC Executive Management’s initial problem notification within the required time limits may result in payment delays, or immediate agreement termination.

In the event of such termination, CCC must pay all amounts due to the Contractor at CCC Executive Management’s direction for all work accepted prior to termination.

3. CCC Executive Management shall, within five business days after receipt of the Contractor’s detailed explanation or proposed corrective action plan, notify the Contractor in writing whether they accept or reject the explanation and plan. If CCC Executive Management rejects the explanation and plan, the Contractor shall submit a revised corrective action plan within three business days of notification of rejection.

Failure by the Contractor to respond to CCC Executive Management’s notification of rejection by submitting a revised corrective action plan within the required time limits may result in immediate agreement termination. In the event of such termination, CCC shall pay all amounts due to the Contractor at CCC Executive Management’s direction for all work accepted prior to termination.

4. CCC Executive Management shall notify the Contractor in writing whether the revised corrective action plan proposed by the Contractor is accepted or rejected, within five business days of receiving the revised plan. Rejection of the revised corrective action plan may result in immediate agreement termination. In the event of such termination, CCC must pay all amounts due to the Contractor at CCC Executive Management’s direction for all work accepted prior to termination.

J. Requirement to Sign Conflict of Interest & Confidentiality Statements

To preserve the integrity of the security and confidentiality measures integrated into CCC and the Economic Impact Assessment Agreement, each contractor and subcontractor is required to sign a Conflict of Interest and Confidentiality Statement. Similarly, any contractor and subcontractor and each of their employees engaging in services to CCC related to this agreement, requiring them to come into contact with confidential agency information, will be required to exercise security precautions for such data. Each of the employees of the successful Contractor, and any subcontractors and their employees, must sign a Conflict of Interest and Confidentiality Statement, formal compliance agreements regarding confidentiality and non-disclosure prior to commencing work identified in this agreement.

K. Requirement to File a Statement of Economic Interests

In accordance with Title 22, California Code of Regulations, Section 123000, the consultant Contractor is required to complete a Statement of Economic Interests (Form

700) on an annual basis.

Upon award and prior to beginning work, the Contractor’s Contract Manager and any professional-level employees and subcontractors engaged in performing the consulting tasks described in this agreement must submit a completed Form 700 to CCC Executive Management.

On an annual basis during the term of this agreement, the Contractor and the same individual and any new professional-level personnel or subcontractors must complete and submit a new Form 700. All subsequent forms must be received before the expiration of the initial Form 700. Noncompliance may be cause for termination of this agreement.

L. CCC Responsibilities

CCC shall:

1. Coordinate with the Contractor to provide a schedule in meeting the objectives of this agreement.

2. Provide access to project documents as necessary for the Contractor to complete the activities identified in Exhibit A.

3. Provide a CCC Contract Manager to whom all Contractor communications will be addressed and who has the authority to act on all aspects of the services—this person shall review the Agreement and associated documents with the Contractor to ensure understanding of the responsibilities of both parties. The CCC Contract Manager will regularly monitor the services provided to determine if the services meet the requirements of this agreement.

4. Coordinate tasks and activities in the completion of all identified tasks.

5. Provide staff knowledgeable in program areas.

6. Provide staff authorized to make decisions regarding state processes.

7. Arrange access to state documents, teams, and subject matter experts.

M. Contacts

1. Project contacts during the term of the Agreement:

CA Conservation Corps Contractor Name: Name:

Address: Address:

Phone: Phone:

Email: Email:

2. Direct all contract agreement inquiries to:

CA Conservation Corps Contractor Name: Name:

Address: Address:

Phone: Phone:

Email: Email:

3. Contacts may be changed upon written notice to either party without need of an agreement amendment.

EXHIBIT B

BUDGET DETAILS AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENT

A. The maximum amount payable for this Agreement shall not exceed $100,000.00.

B. For services rendered in accordance with the Scope of Work, and upon receipt of the invoice, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, which is attached hereto and made a part of this Agreement.

C. The Contractor shall be paid Per invoice in arrears as detailed in Exhibit B, Attachment 1, upon submission of an original and two copies of the invoice, which properly details all charges, expenses, direct and indirect costs. Invoices shall be submitted to:

Contract Manager

[Project Manager]

Region / Division

CCC HQ

Address:

CCC HQ

1719 24th Street, Sacramento, CA 95825

D. The original and one (1) approved copy of the invoice will be forwarded to the CCC’s

Accounting Claims Section by the Contract Manager. Payment of any invoice will be made only after receipt of a complete, supported, documented, and accurately addressed invoice. Failure to use the address exactly as provided above may result in the return of the invoice to the Contractor. All invoices must be approved by the Contract Manager.

E. The invoice shall contain the following information:

1. The word “Invoice” should appear in a prominent location at the top of the page(s);

2. Printed name of the Contractor.

3. Business address of the Contractor including P.O. Box, City, State, and

Zip Code;

4. Name of the Region/Division of CCC being billed;

5. The date of the invoice and the time period covered;

6. The number of the agreement upon which the claim is based, and;

7. An itemized account of the services for which the CCC is being billed.

Include all of the following:

a. The time period covered by the invoice, i.e., the term “from” and “to”.

b. A description of the services performed.

F. The method of computing the amount due based on a line-item budget/cost reimbursement method. Payments will be made by the State to the Contractor, in arrears, upon receipt of an itemized invoice showing the time period covered and the work items accomplished. The invoice must be itemized using the categories and following the format of the attached budget.

G. The total amount due. This should be in a prominent location in the lower right-hand portion of the last page and clearly distinguished from other figures or computations appearing on the invoice; the total amount due shall include all costs incurred by the Contractor under the terms of this agreement; and

H. The original signature of the Contractor (not required of established firms or entities using preprinted letterhead invoices).

2. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

A. It is mutually understood between the parties that this Agreement may have been written prior to approval of the Budget Act for the mutual benefit of both parties in order to avoid program and fiscal delays.

B. This Agreement is valid and enforceable only if sufficient funds are made available by the Budget Act for the Fiscal Year(s) involved for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Legislature and contained in the Budget Bill or any statute enacted by the Legislature which may affect the provisions, terms, or funding of this Agreement in any manner.

C. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Agreement and the Contractor shall not be obligated to perform any additional provisions of this Agreement.

D. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability occurring to the State, or offer an agreement amendment to the Contractor to reflect the reduced amount.

3. PROMPT PAYMENT CLAUSE

Payment will be made in accordance with, and within the time specified in Government Code Chapter 4.5, commencing with Section 927.

EXHIBIT B ATTACHMENT 1

COST WORKSHEET

The Cost Worksheet shall be inserted here.

General Terms and Conditions (GTC 02/2025)

EXHIBIT C

1. 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.

2. 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.

3. 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.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, 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, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. 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.

6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

8. 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.

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause.

Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)

Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.

a. The Government Code Chapter on Antitrust claims contains the following definitions:

1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550.

b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

Government Code Section 4552.

c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.

d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:

a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and

b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION

REPORTING REQUIREMENTS:

a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved.

(Govt. Code § 14841.)

b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.)

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e).)

21. GENERATIVE AI DISCLOSURE OBLIGATIONS:

a. The following terms are in addition to the defined terms and shall apply to the Contract:

1) “Generative AI (GenAI)” means an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system's training data.

(Gov. Code § 11549.64.)

b. Contractor shall immediately notify the State in writing if it: (1) intends to provide GenAI as a deliverable to the State; or (2), intends to utilize GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts: (i) functionality of a State system, (ii) risk to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2 Definitions for GenAI.

c. Notification shall be provided to the State designee identified in this Contract.

d. At the direction of the State, Contractor shall discontinue the provision to the State of any previously unreported GenAI that results in a material impact to the functionality of the System, risk to the State, or Contract performance, as determined by the State.

e. If the use of previously undisclosed GenAI is approved by the State, then Contractor will update the Deliverable description, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provisions into the Contract, at no additional cost to the State.

f. The State, at its sole discretion, may consider Contractor’s failure to disclose or discontinue the provision or use of GenAI as described above, to constitute a material breach of Contract when such failure results in a material impact to the functionality of the System, risk to the State, or Contract performance. The State is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the contract.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. Interpretation

In the interpretation of this Agreement, any inconsistencies between the State of California General Terms and Conditions (GTC - 02/2025) and the terms of this Agreement and exhibits or attachments shall be resolved in favor of the General Terms and Conditions (GTC

– 02/2025)

The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the clauses to which they pertain.

2. Cancellation/Termination

This Agreement may be cancelled or terminated without cause by either party by giving thirty (30) calendar days advance written notice to the other party. Such notification shall state the effective date of termination or cancellation and include any final performance and/or payment/invoicing instructions/requirements.

Upon receipt of a notice of termination Contractor shall take such steps as are reasonably necessary to prepare to terminate its operations on the date specified in the notice of termination or any extension thereof.

3. Contractor Overpayments

If it is determined that an overpayment has been made to the Contractor, the State will seek recovery immediately upon discovery of the overpayment by: (a) requesting in writing that Contractor refund the overpayment amount within thirty (30) days after receipt of notice; or

(b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment is not received within thirty (30) days from the date of notice.

4. Service Standards

Contractor agrees to comply with all state and federal laws and regulations which are applicable to the services to be provided under this Agreement.

5. License and Permits

Contractor shall procure and keep in full force and effect during the term of this Agreement all permits, registrations and licenses necessary to accomplish the work specified in this Agreement and give all notices necessary and incident to the lawful prosecution of the work.

Contractor shall keep informed of, observe, comply with, and cause all of its agents and employees to observe and comply with all prevailing Federal, State, and local laws, and rules and regulations made pursuant to said Federal, State, and local laws, which in any way affect the conduct of the work of this Agreement. If any conflict arises between provisions of the plans and specifications and any such law above referred to, then the Contractor shall immediately notify CCC in writing.

6. Travel and Per Diem

The Contractor agrees that all travel and per diem paid to its employees under this Agreement shall not exceed the rates specified by CalHR. No travel outside the State of California shall be reimbursed unless prior written authorization is obtained from the State.

7. Insurance Requirements

Contractor shall comply with all requirements outlined in the (1) General Provisions section and (2) Contract Insurance Requirements outlined in this section. No payments will be made under this contract until contractor fully complies with all requirements.

1. General Provisions Applying to All Policies

a. Coverage Term—Coverage needs to be in force for the complete term of the contract. If insurance expires during the term of the contract, a new certificate must be received by the State at least ten days prior to the expiration of this insurance. Any new insurance must comply with the original contract terms.

b. Policy Cancellation or Termination & Notice of Non-Renewal—Contractor is responsible to notify the State within five (5) business days of any cancellation, non- renewal or material change that affects required insurance coverage. New certificates of insurance are subject to the approval of the Department of General Services and the Contractor agrees no work or services will be performed prior to obtaining such approval. In the event Contractor fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract.

c. Premiums, Assessments, and Deductibles—Contractor is responsible for any premiums, policy assessments, deductibles or self-insured retentions contained within their insurance program.

d. Primary Clause—Any required insurance contained in this contract shall be primary, and not excess or contributory, to any other insurance carried by the State.

e. Insurance Carrier Required Rating—All insurance companies must carry an AM Best rating of at least “A - “with a financial category rating of no lower than VI. If the Contractor is self-insured for a portion or all its insurance, review of financial information, including a letter of credit, may be required.

f. Endorsements—Any required endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.

g. Inadequate Insurance—Inadequate or lack of insurance does not negate the contractor’s obligations under the contract.

h. Use of Subcontractors—In the case of Contractor’s utilization of subcontractors to complete the contracted scope of work, contractor shall include all subcontractors as insureds under Contractor’s insurance or supply evidence of subcontractor’s insurance to the State equal to policies, coverages, and limits required to Contractor.

2. Contract Insurance Requirements Contractor shall display on an Acord certificate of insurance evidence of the following coverages:

a. Commercial General Liability—Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage liability combined The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, complete operations, personal & advertising injury, and liability assumed under an insured contract. This insurance shall apply separately to each insured against whom claim is made or suit is brought subject to the Contractor’s limit of liability. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the contract.

b. Automobile Liability—Contractor shall maintain business automobile liability insurance for limits not less than $1,000,000 combined single limit.

Such insurance shall cover liability arising out of a motor vehicle including scheduled autos, hired and non-owned motor vehicles. The policy must name The State of California, its officers, agents, and employees as additional insured, but only with respect to work performed under the contract.

c. Workers’ Compensations and Employer’s Liability—Contractor shall maintain statutory workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Contract. In addition, employer’s liability limits of $1,000,000 are required. A Waiver of Subrogation or Right to Recover endorsement in favor of the State of California must be attached to certificate.

d. Professional Liability—Contractor shall maintain Professional Liability covering any damages caused by a negligent error, act, or omission with limits not less than $1,000,000 per occurrence. The policy’s retroactive date must be displayed on the certificate of insurance and must be before the date this contract was executed or before the beginning of contract work.

8. Settlement of Agreement Disputes

Unless otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which cannot be resolved informally, shall be decided by the following two (2) step procedure:

1. The Contractor must provide written notice of the particulars of such disputes to the CCC Contract Manager, who will assign a CCC representative to review and assess the merits of the noticed dispute. The assigned CCC representative shall respond, in writing, within ten (10) working days of receipt of the written notice of dispute. Should the Contractor disagree with the CCC Representative’s decision, the Contractor may appeal to the second level. Pending the decision on appeal the Contractor shall proceed diligently with the performance of this Agreement in accordance with the CCC Representative’s decision.

2. The second level appeal shall indicate why the CCC Representative’s decision is unacceptable, attaching it to the Contractor’s original statement of the dispute with supporting documents, and a copy of the CCC Representative’s response. This letter of appeal shall be sent to the CCC Deputy Director of Administrative Services. The second level appeal must be filed within fifteen (15) working days upon receipt of the CCC Representative’s decision. Failure to submit an appeal within the period specified shall constitute a waiver of all such rights to a modification of this Agreement. The Deputy Director shall meet with the Contractor to review the issues raised. A written decision signed by the Deputy Director shall be returned to the Contractor within fifteen (15) working days of the receipt of the second level appeal.

The decision of the Deputy Director shall be the final administrative decision.

9. Waiver of Breach

No waiver of any breach of this Agreement shall be held as a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, in addition to every other remedy provided therein or by law. The failure of the State to enforce at any time any of the provisions of this agreement or to require at any time performance by Contractor of any of the provisions thereof, shall in no way be construed to be a waiver of such provisions nor in any way affect the validity of this agreement or any part thereof or the right of the State to thereafter enforce each and every provision.

10. Rights in Data

Notwithstanding whether or not it may be the subject of a patent or a copyright and or whether or not it is tangible or intangible or intellectual, all products, deliverables, or any like items that are produced, created, developed, or the like, during the term of this Agreement shall immediately become the sole and complete property of the State upon their creation.

The CCC reserves the right to use and reproduce all reports, data produced and delivered and any other copyrightable material produced pursuant to this Agreement and reserves the right to authorize others to use or reproduce such materials.

11. Confidentiality of Data

Records and case notes are recognized as confidential. The Contractor, its employees, agents, or subcontractors:

1. Shall protect from unauthorized disclosure of names and other identifying information concerning persons either receiving services pursuant to this contract or persons whose names or identifying information become available or are disclosed to the Contractor, his/her employees, agents or subcontractors as a result of services performed under this Agreement, except for statistical information not identifying any such person.

2. Shall not use such identifying information for any purpose other than carrying out the Contractor's obligations.

3. Shall promptly transmit to the CCC all requests for disclosure of such identifying information not emanating from the client or person, shall not disclose, except as otherwise specifically permitted by this Agreement or authorized by the client, any such identifying information to anyone other than the CCC without prior written authorization from the CCC.

4. For the purposes of this Agreement, identity shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print or a photograph.

12. Severability

If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this Agreement and remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed to be severable.

13. Contractor Resource Levels, Reporting Requirements, Standards

1. Contractor shall meet all the contractual requirements listed herein. Contractor shall provide all labor, materials, supplies, and equipment necessary to perform fully, all responsibilities required by this Agreement in accordance with the Project Manager’s directions.

2. Contractor further agrees that its performance of work, services, materials, equipment, and supplies under this Agreement shall conform to the professional standards generally accepted in the relevant industry.

14. Cooperation with the State, Other Contractors

1. Services provided under this contract shall be performed by Contractor in a manner that will not disrupt the operational needs of the State.

2. Contractor shall cooperate and coordinate with the California Conservation Corps’ administration in performing all work.

3. Contractor shall cooperate with other state contractors who may be engaged in the same or related contracts. Contractor shall also cooperate with a successor

15. Loss Liability

The State is not responsible for Contractor’s losses on State property, or otherwise, caused by any reason.

16. Protection of State Property

1. All buildings, appurtenances, and furnishings shall be protected by Contractor from damage caused by work performed under this Agreement.

2. Such damages to the foregoing, upon approval by the State, shall be…