Counseling_IFB_Packet__Butte.pdf

INVITATION FOR BID

NOTICE TO PROSPECTIVE BIDDERS

CALIFORNIA CONSERVATION CORPS

Magalia / Butte Cetner

6640 Steiffer Road, Magalia, CA 95954

On-Site Counseling Services Contract # C5710-120226

Bid Opening Date: 08/27/2025 @ 4:00 PM

You are invited to review and respond to this Invita tion for Bid (IFB) C5710-120226, event ID 0000036377 for California Conservation Corps , On-Site Couns eling.

The California Cons ervation Corps is committed to providing contracting opportunities to California Certified Small Bus ines ses and Dis abled Veteran Bus ines s Enterpris es (DVBE).

In submitting your bid, you mus t comply with the ins tructions and requirements found herein. In the opinion of the California Cons ervation Corps , this IFB is complete and without need of explanation. However, if you have ques tions or need any clarifying information, please direct a ll ques tions through email a t bidques tions@ccc.ca.gov. Pleas e note that no verbal information given will be binding upon the State unles s such information is is s ued in writing as an official addendum.

No ques tions will be addres s ed via phone calls or in person on or before the bid. All ques tions and ans wers mus t come through the above-mentioned email only.

Keeping the proces s fair for a ll. We will not accept ques tions via phone calls or in pers on.

Pleas e be advised of Executive Order N-6-22 Russ ia Sanctions . On March 4, 2022, Governor Gavin Newsom is sued Executive Order (EO) N-6-22 regarding Economic Sanctions agains t Rus s ia and Russ ian entities and individuals . “Economic Sanctions ” refers to s anctions imposed by the U.S. government in res pons e to Russ ia’s actions in Ukraine, as well as any s anctions imposed under s ta te law. By s ubmitting a bid, Bidder repres ents that it is not a target of Economic Sanctions . Should the State determine Bidder is a target of Economic Sanctions or is conducting prohibited trans actions with s anctioned individuals or entities , that s hall be grounds for rejection of the Bidder’s bid any time prior to contract execution, or, if determined after contract execution, s hall be grounds for termination by the State.

mailto:bidquestions@ccc.ca.gov

GenAI Dis closure

The State of California s eeks to realize the potentia l benefits of GenAI, through the development and deployment of GenAI, while balancing the risks of thes e technologies .

Bidder/ Offeror mus t 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 a ll or a portion of any deliverable that materia lly impacts : (i) functionality of a State sys tem, (ii) ris k to the State, or (iii) Contract performance. For avoidance of doubt, the term "materially impacts " s hall have the meaning set forth in State Adminis trative Manual (SAM) 4986.2.

Failure to report GenAI to the State may result in dis qualification. The State reserves its right to s eek any and all relief it may be entitled to as a res ult of s uch non-dis closure.

Upon notification by a Bidder/ Offeror of GenAI as required, the s ta te reserves the right to incorporate GenAI Special Provis ions into the final contract or reject bids / offers that pres ent an unacceptable level of risk to the s ta te.

Government Code 11549.64 defines “Generative Artificia l Intelligence (GenAI)” as an artificia l intelligence sys tem that can generate derived s ynthetic content, including text, images , video, and audio that emulates the s tructure and characteris tics of the sys tem’s tra ining data .

Mujib Sultani Contracts Unit

(916) 341-3157 Mujib.Sultani@ccc.ca.gov mailto:Mujib.Sultani@ccc.ca.gov

Table of Contents

1. NOTICE TO CONTRACTORS

A. Des cription and Location of Work

B. Where to obtain bid package

C. Es timated Cos t

D. Term of Agreement

E. Licens e Required:

F. Bid Submis s ion

G. Key Action Dates :

H. Payment Provis ions

I. Damage to State Property

2. MODEL CONTRACT

Exhibit A SCOPE OF WORK

Exhibit B BUDGET DETAILS AND PAYMENT PROVISIONS

EXHIBIT C General Terms and Conditions (GTC 02/ 2025)

EXHIBIT D SPECIAL TERMS AND CONDITIONS

3. INSTRUCTIONS TO BIDDERS

A. Submis s ion of Bid

B. Evaluation and Selection

C. Award and Protes t

D. Dis pos ition of Bids

E. Agreement Execution and Performance

F. Loss Leader

4. PREFERENCE AND INCENTIVE PROGRAMS

A. Preferences for Certified Small Bus ines s (SB) & Non-Certified Small Bus ines s Contractors

B. DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) Incentive Information

5. Prompt Payment Frequently Ans wered Ques tions

1. NOTICE TO CONTRACTORS

A. Description and Location of Work

Contractor to provide all labor, materials , tools and incidentals neces s ary to provide individual counseling, group counseling and s taff consulta tion for Corps members 18-25 years of age located at:

California Conservation Corps , Magalia - Butte 6640 Steiffer Road, Magalia, CA 95954

B. Where to obtain bid package

Bid packages may be obtained electronically or by reques t in writing to California Cons ervation Corps (CCC), 1719 24th Street, Sacramento, Attn: Bus ines s Services and Contracts Branch.

C. Es timated Cos t

The es timated cos t of this Agreement is $13,300.00.

D. Term of Agreement

The term of this Agreement is 10/ 09/ 2025 through 06/ 30/2026.

E. License Required:

Current Licensed Clinical Social Worker licens ed clinical ps ychologis t, marriage family and child therapis t, or licensed clinical psychiatris t. Licens ing mus t be included with the bidders bid propos al.

F. Bid Submis s ion

All bids mus t be s ubmitted via email to Mujib.Sultani@ccc.ca.gov

Email mus t read as follows :

Bid #C5710-120226 DO NOT OPEN UNTIL 08/27/2025 @ 4:00 PM

Email mus t also include the required attachment lis t mailto:Mujib.Sultani@ccc.ca.gov

G. Key Action Dates :

Event Date

IFB available to pros pective Bidders………………………………………………. 08/08/2025 Deadline to as k Ques tions ...............................................................08/13/2025 at 4:00PM Deadline to pos t Q&A to Cal eProcure.............................................08/15/2025 Final Date for Bid Submis s ion ..........................................................08/27/2025 at 4:00PM Bid Opening .......................................................................................08/27/2025 at 4:00PM Anticipated Intent to Award .............................................................08/28/2025 Las t (5) day protes t period ...............................................................09/04/2025 Anticipated Award Date ....................................................................09/05/2025

H. Payment Provis ions

The contractor may invoice the center NO MORE frequently than monthly in arrears for s ervices performed. Payments will be made in arrears on a monthly bas is upon receipt of an itemized invoice. The contractor shall maintain accounting records and other evidence pertaining to cos ts incurred, with the provis ion that they shall be kept available by the contractor during the contract period and thereafter for three full years from the date of the final payment. The CCC or its des ignee mus t be permitted to audit, review, and ins pect the contractor’s activities , books , documents , papers and records during progres s of the work and for three years following final payment.

I. Damage to State Property

In the event that any State property is damaged as a result of the actions of the Contractor, or its employees , the Contractor s hall repair, a t its sole expens e, the damage which has occurred during the removal or ins talla tion efforts . Repair efforts mus t be performed in a manner in which ensures all applicable warranties are maintained for any products damaged. Repair efforts shall include the full cos ts for a ll required labor and materials .

2. MODEL CONTRACT

Exhibit A

SCOPE OF WORK

Project Type: On-Site Counseling Services

Project Location: - 6640 Steiffer Road, Magalia, CA 95954

[Contractor Name] now referred to as the “Contractor” agrees to provide the California Conservation Corps now referred to as “CCC” with On-Site Counseling Services . Contractor will provide all labor and materials to complete s ervices .

General Summary:

The California Cons ervation Corps is a work ethic program with a dual mis s ion: the employment and development of young people, and the cons ervation and enhancement of the s ta te 's natural resources . The On-Site Couns eling Program is a component of a comprehens ive Corpsmember development program which includes programs in work learn, literacy, career development, cons ervation awarenes s , community activism and bas ic education. The On-Site Counseling program began in May of 1990. Thes e counseling s ervices are an effort to as s is t Corpsmembers , who are age 18-25, in exploring how they can contribute to their personal development.

In coordination with the s ervice dis trict Corps member Development s taff (CD), the couns elor provides counseling to Corps members . Growing from that core element, the on-s ite couns elor provides an expanded array of s ervices such as : individual and group couns eling, s upport groups , education and personal development clas ses / works hops (s uch as s exual as s ault prevention), peer leadership development, peer couns eling, s taff cons ulta tion and tra ining, identifying and engaging Corpsmembers into the counseling program and referral to community s ervices . In other words , the on-s ite counselor will work in conjunction with the CD and center s taff in developing the overall des ign of the center on-s ite couns eling program.

It is expected that the couns elor will addres s Corpsmember problems on three levels : cris is intervention, cas e management, and education. Due to the limited amount of counseling hours available, it would be impractical to us e a counselor's time to provide Corps members with lengthy and intens ive therapy. Therefore, the approach needs to be one of s hort-term cris is counseling, education and linking Corpsmembers with community resources for longer term care, and education/ s upport activities , with the Contractor monitoring progres s .

The contractor is expected to provide the following:

Provide between 4 to 6 hours of profes s ional s ervices per week, including individual and group counseling, as well as s taff consulta tion, for young adults between the ages of 18 and 25 (Hours of profes s ional s ervices provided each week fluctuate and can exceed 10 hours , depending on the hourly rate and available counseling funds and poss ibly during fire or s pike s eason or other declared emergencies no hours .) Hourly charges shall not include travel time.

Service breakdown is anticipated to be (approximately) as follows :

75% Individual couns eling on anger management, s tres s reduction, depres s ion, cultural divers ity, a lcohol, tobacco, and other drug related is sues , etc. (this includes Corpsmember referrals to community res ources when neces s ary);

15% Group couns eling when appropriate;

5% Staff cons ulta tion and/or tra ining;

5% Report writing and s tatis tics .

Contractor shall be expected to provide program data to the CCC on a monthly bas is , us ing the CCC Counseling Program Individual Contact Report and the CCC Counseling Program Group Contact Report.

Contractor will be available to work with CCC s taff to s eek bilingual s ervices (Spanish and Englis h) to accommodate non-Englis h speaking Corps members .

Contractor will provide a time-based, vis ual reference of management-referred employees to note progres s or non-progres s of couns eling efforts regarding the preferred is sue. This will not contain any patient confidentia l information.

CCC Policies Related to Corpsmembers

Contractor agrees that he/ s he shall be required to abide by all CCC policies regarding s taff relations hips with Corpsmembers including the Fraternization, Nepotis m, Sexual Haras sment and EEO/ Dis crimination Policies .

Intern Us e

The Contractor may utilize the s ervices of a Marriage and Family Therapis t Intern who is currently regis tered through the California Board of Behavioral Sciences . In the cas e of an Intern providing some of the couns eling services , the Couns elor will provide no les s than 30% percent of the s ervices and the Intern will provide no more than 70% of the s ervices . Couns eling s ervices provided by an Intern may be billed at no more than 75% of the Contractor’s hourly rate. If the Intern accompanies the Contractor to provide s ervices , only the Contractor’s time may be billed.

If Counselor elects to use an Intern to provide for 70% or les s of the s ervices , then the regulations pertaining to the s upervis ion of that regis tered intern or tra inee, apply. For example, a licens ed MFCC cannot charge the intern or tra inee for supervis ion, they need to have 2 years as a licens ed MFCC in order to s upervis e the intern, the intern mus t be regis tered through the BBSE and the supervis or mus t provide the intern with either one hour of individual s upervis ion or two hours of group s upervis ion per week. Likewis e, regulations which cover Intern pos itions for a LCSW, a psychologis t or a psychiatris t, mus t be followed.

CCC 131A

California Conservation Corps Counseling Program

INDIVIDUAL CONTACT REPORT

Amount of Time Spent:____________ Date of Service:____________

Age: ____________ # of months in the CCC: ____________

Type of Referral: (Check one)

_____Self Referral _____Staff Referral _____Program Referral

New Client: _____Yes _____No New Is sue? _____Yes _____No

Type of problems presented by Corpsmember (Check all that apply)

1. Alcohol____

2. Alcohol/Family____

3. Drug (specify) ____

4. Drug/ Family____

5. Poly Drug (Specify) ____

6. Emotional____

7. Psychiatric ____

8. Martial____

9. Family____

10. Phys ical Abuse____

11. Sexual Abuse____

12. Emotional Abuse____

13. Stres s Related____

14. J ob Related____

15. Interpersonal____

16. Financial____

17. Legal____

18. Smoking____

19. Weight____

20. Career____

21. Self Es teem____

22. Other (Specify) ____

23. CC/ADP Referral ____

Comments :

CCC131A Note: This form is to be submitted monthly with invoice

CCC 131B

California Conservation Corps Counseling Program

GROUP CONTACT REPORT

Amount of Time Spent:____________ Date of Service:____________

Number of Males in Group: ____________ Number of Females in Group: ____________

Type of Referral: (Check one)

_____Self Referral _____Staff Referral _____Program Referral

New Client: _____Yes _____No New Is sue? _____Yes _____No

Type of problems presented by Corpsmember (Check all that apply)

1. Alcohol____

2. Alcohol/Family____

3. Drug (specify) ____

4. Drug/ Family____

5. Poly Drug (Specify) ____

6. Emotional____

7. Psychiatric ____

8. Martial____

9. Family____

10. Phys ical Abuse____

11. Sexual Abuse____

12. Emotional Abuse____

13. Stres s Related____

14. J ob Related____

15. Interpersonal____

16. Financial____

17. Legal____

18. Smoking____

19. Weight____

20. Career____

21. Self Es teem____

22. Other (Specify) ____

23. CC/ADP Referral ____

Comments :

CCC131B Note: This form is to be submitted monthly with invoice

CONFIDENTIALITY OF DATA

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

1. Shall protect from unauthorized dis closure names and other identifying information concerning persons either receiving services purs uant to this contract or pers ons whos e names or identifying information become available or are dis clos ed to the Contractor, his / her employees , agents or s ubcontractors as a result of s ervices performed under this agreement, except for s ta tis tical information not identifying any s uch person.

2. Shall not use s uch identifying information for any purpos e other than carrying out the

Contractor’s obligations under this agreement.

3. Shall promptly transmit to the CCC all reques t for dis clos ure of s uch identifying information not emanating from the client or person.

4. Shall not dis clos e, except as otherwise s pecifically permitted by this agreement or authorized by the client, any such identifying information to anyone other then the CCC without prior written authorization from the CCC.

For the purpose of this article, identity shall include, but not be limited to name, identifying number, symbol, or other identifying as s igned to the individual, such as finger or voice print or a photograph.

RIGHTS IN DATA: The Contractor is entitled to all materia l created before or outs ide of this Agreement. All materia ls developed under the terms of this agreement will become the property of the CCC.

MONITORING THE CONTRACT: The s taff interaction and reporting writing and s tatis tics which comprise 5% of the res ulting contract, will be used for monitoring the performance of the contractor. An informal evaluation form may be developed in an effort to get feedback from Corpsmembers regarding services received.

Exhibit B

BUDGET DETAILS AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENT

A. The maximum amount payable for this Agreement s hall not exceed $13,300.00

Regular Counseling: $/Hr Emergency Couns eling: $/ Hr

B. For s ervices rendered in accordance with the Scope of Work, and upon receipt of the invoice, the State agrees to compens ate the Contractor for actual expenditures incurred in accordance with the rates s pecified herein, which is a ttached hereto and made a part of this Agreement.

C. The Contractor s hall be paid Monthly in arrears upon s ubmis s ion of an original and two copies of the invoice, which properly details a ll charges , expenses , direct and indirect cos ts . Invoices shall be submitted to:

Contract Manager: Gwen Tripp : Adminis trative Officer I

Region / Divis ion: CCC Magalia/ Butte Center

Addres s : 6640 Steiffer Road, Magalia , CA 95954

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 addres sed invoice. Failure to us e the addres s exactly as provided above may res ult in the return of the invoice to the Contractor. All invoices mus t be approved by the Contract Manager.

E. The invoice s hall 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. Bus ines s addres s of the Contractor including P.O. Box, City, State, and Zip

Code;

4. Name of the Region/ Divis ion 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 bas ed, and;

7. An itemized account of the s ervices 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 des cription of the s ervices performed.

F. The method of computing the amount due based on a line item budget/ cos t reimbursement method. Payments will be made by the State to the Contractor, in arrears , upon receipt of an itemized invoice s howing the time period covered and the work items accomplished. The invoice mus t be itemized us ing 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 las t page and clearly dis tinguis hed from other figures or computations appearing on the invoice; the total amount due s hall include all cos ts incurred by the Contractor under the terms of this agreement; and

H. The original s ignature of the Contractor (not required of es tablis hed firms or entities us ing preprinted letterhead invoices ).

2. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

A. It is mutually unders tood 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 fis cal delays .

B. This Agreement is valid and enforceable only if sufficient funds are made available by the Budget Act for the Fis cal Year(s ) involved for the purpos es of this program. In addition, this Agreement is s ubject to any additional res trictions , limitations , or conditions enacted by the Legis lature and contained in the Budget Bill or any s ta tute enacted by the Legis lature which may affect the provis ions , 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 s ubsequent years covered under this Agreement does not appropriate sufficient funds for the

D. program, this Agreement s hall be of no further force and effect. In this event, the

State shall have no liability to pay any funds whats oever to the Contractor or to furnish any other cons iderations under this Agreement and the Contractor s hall not be obligated to perform any additional provis ions of this Agreement.

E. If funding for any fis cal year is reduced or deleted by the Budget Act for purpos es 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 s pecified in Government Code Chapter 4.5, commencing with Section 927.

EXHIBIT C

General Terms and Conditions (GTC 02/2025)

1. APPROVAL: This Agreement is of no force or effect until s igned by both parties and approved by the Department of General Services , if required. Contractor may not commence performance until s uch approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement s hall be valid unles s made in writing, s igned by the parties and approved as required. No oral unders tanding or Agreement not incorporated in the Agreement is binding on any of the parties .

3. ASSIGNMENT: This Agreement is not as s ignable by the Contractor, either in whole or in part, without the cons ent 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 des ignated representative s hall have the right to review and to copy any records and s upporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for pos s ible audit for a minimum of three (3) years after final payment, unles s a longer period of records retention is s tipulated.

Contractor agrees to a llow the auditor(s ) acces s to such records during normal bus ines s hours and to allow interviews of any employees who might reas onably have information related to s uch records . Further, Contractor agrees to include a s imilar right of the State to audit records and interview s taff in any s ubcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et s eq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and s ave harmles s the State, its officers , agents and employees from any and all cla ims and los ses accruing or res ulting to any and all contractors , s ubcontractors , suppliers , laborers , and any other person, firm or corporation furnishing or s upplying work s ervices , materia ls , or supplies in connection with the performance of this Agreement, and from any and all cla ims and los s es 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 respons ibilities under this Agreement during any dis pute.

7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments s hould the Contractor fail to perform the requirements of this Agreement a t the time and in the manner herein provided. In the event of s uch termination the State may proceed with the work in any manner deemed proper by the State. All cos ts to the State s hall be deducted from any s um 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, s hall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor s hall certify in writing under penalty of perjury, the minimum, if not exact, percentage of pos t-consumer material as defined in the Public Contract Code Section 12200, in products , materia ls , goods , or s upplies offered or sold to the State regardles s of whether the product meets the requirements of Public Contract Code Section 12209. With res pect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this s ubdivis ion s hall s pecify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its s ubcontractors shall not deny the contract’s benefits to any pers on on the bas is of race, religious creed, color, national origin, ances try, phys ical dis ability, mental dis ability, medical condition, genetic information, marita l s ta tus , s ex, gender, gender identity, gender expres s ion, age, s exual orientation, or military and veteran s ta tus , nor shall they dis criminate unlawfully agains t any employee or applicant for employment because of race, religious creed, color, national origin, ances try, phys ical dis ability, mental dis ability, medical condition, genetic information, marita l s ta tus , s ex, gender, gender identity, gender expres s ion, age, s exual orientation, or military and veteran s ta tus . Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of s uch dis crimination. Contractor and s ubcontractors s hall comply with the provis ions of the Fair Employment and Hous ing Act (Gov. Code §12900 et s eq.), the regulations promulgated thereunder (Cal. Code Regs ., tit. 2, §11000 et s eq.), the provis ions of Article 9.5, Chapter 1, Part 1, Divis ion 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or s tandards adopted by the awarding s tate agency to implement such article. Contractor s hall permit acces s by representatives of the Department of Fair Employment and Hous ing and the awarding s ta te agency upon reasonable notice at any time during the normal bus ines s hours , but in no cas e les s than 24 hours ’ notice, to such of its books , records , accounts , and all other sources of information and its facilities as s aid Department or Agency shall require to as certain compliance with this clause.

Contractor and its s ubcontractors 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 nondis crimination and compliance provis ions of this claus e 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 a ttached hereto.

12. TIMELINESS: Time is of the es sence in this Agreement.

13. COMPENSATION: The cons ideration to be paid Contractor, as provided herein, s hall be in compens ation for a ll of Contractor's expens es incurred in the performance hereof, including travel, per diem, and taxes , unles s otherwise expres s ly 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 s igning this agreement hereby certifies that if thes e s ervices or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections s et out below.

a. The Government Code Chapter on Antitrus t cla ims contains the following definitions :

1) "Public purchas e" means a purchas e by means of competitive bids of goods , s ervices , or materia ls by the State or any of its political s ubdivis ions or public agencies on whos e behalf the Attorney General may bring an action purs uant to s ubdivis ion (c) of Section 16750 of the Bus ines s and Profes s ions Code.

2) "Public purchas ing body" means the State or the subdivis ion or agency making a public purchas e. Government Code Section 4550.

b. In submitting a bid to a public purchas ing body, the bidder offers and agrees that if the bid is accepted, it will as s ign to the purchas ing body all rights , title, and interes t in and to all caus es 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 Divis ion 7 of the Bus ines s and Profes s ions Code), aris ing from purchas es of goods , materia ls , or s ervices by the bidder for s ale to the purchas ing body purs uant to the bid. Such as s ignment shall be made and become effective at the time the purchas ing body tenders final payment to the bidder. Government Code Section 4552.

c. If an awarding body or public purchas ing body receives , either through judgment or s ettlement, a monetary recovery for a caus e of action as s igned under this chapter, the as s ignor shall be entitled to receive reimbursement for actual legal cos ts incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages , a ttributable to overcharges that were paid by the as s ignor but were not paid by the public body as part of the bid price, les s the expens es incurred in obtaining that portion of the recovery. Government Code Section 4553.

d. Upon demand in writing by the as s ignor, the as s ignee s hall, within one year from such demand, reas s ign the caus e of action as s igned under this part if the as s ignor has been or may have been injured by the violation of law for which the caus e of action aros e and (a) the as s ignee has not been injured thereby, or (b) the as s ignee declines to file a court action for the caus e of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in exces s 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 s ta te and federal laws relating to child and family s upport enforcement, including, but not limited to, dis closure of information and compliance with earnings as s ignment orders , as provided in Chapter 8 (commencing with s ection 5200) of Part 5 of Divis ion 9 of the Family Code; and

b. The contractor, to the bes t of its knowledge is fully complying with the earnings as s ignment orders of a ll employees and is providing the names of a ll new employees to the New Hire Regis try maintained by the California Employment Development Department.

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

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes s ervices in exces s of $200,000, the Contractor s hall give priority cons ideration in filling vacancies in pos itions funded by the Contract to qualified recipients of a id under Welfare and Ins titutions 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 bus ines s participation, then Contractor mus t within 60 days of receiving final payment under this Contract (or within s uch other time period as may be s pecified els ewhere in this Contract) report to the awarding department the actual percentage of s mall bus ines s participation that was achieved. (Govt. Code § 14841.)

b. If for this Contract Contractor made a commitment to achieve dis abled veteran bus ines s enterpris e (DVBE) participation, then Contractor mus t within 60 days of receiving final payment under this Contract (or within s uch other time period as may be specified els ewhere 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 addres s of the DVBE(s ) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that a ll payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A pers on or entity that knowingly provides fals e 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 furnis hing of equipment, materia ls , or s upplies then the following s tatement is incorporated: It is unlawful for any person engaged in bus ines s within this s ta te to s ell or use any article or product as a “los s leader” as defined in Section 17030 of the Bus ines s and Profes s ions Code. (PCC 10344(e).)

21. GENERATIVE AI DISCLOSURE OBLIGATIONS:

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

1) “Generative AI (GenAI)” means an artificia l intelligence s ys tem that can generate derived s ynthetic content, including text, images , video, and audio that emulates the s tructure and characteris tics of the sys tem's tra ining 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 a ll or a portion of any deliverable that materia lly impacts : (i) functionality of a State s ys tem, (ii) ris k to the State, or (iii) Contract performance. For avoidance of doubt, the term “materially impacts” shall have the meaning s et forth in State Adminis trative Manual (SAM) § 4986.2 Definitions for GenAI.

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

d. At the direction of the State, Contractor shall dis continue the provis ion to the

State of any previous ly unreported GenAI that results in a materia l impact to the functionality of the Sys tem, ris k to the State, or Contract performance, as determined by the State.

e. If the us e of previous ly undis closed GenAI is approved by the State, then

Contractor will update the Deliverable des cription, and the Parties will amend the Contract accordingly, which may include incorporating the GenAI Special Provis ions into the Contract, a t no additional cos t to the State.

f. The State, a t its s ole dis cretion, may cons ider Contractor’s fa ilure to dis clos e or dis continue the provis ion or use of GenAI as des cribed above, to cons titute a materia l breach of Contract when such failure res ults in a materia l impact to the functionality of the Sys tem, ris k to the State, or Contract performance. The State is entitled to s eek any and all remedies available to it under law as a result of s uch breach, including but not limited to termination of the contract.

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

Interpretation

In the interpretation of this Agreement, any incons is tencies between the State of California General Terms and Conditions (GTC - 02/ 2025) and the terms of this Agreement and exhibits or a ttachments s hall be resolved in favor of the General Terms and Conditions (GTC

– 02/2025)

The clause headings appearing in this Agreement have been ins erted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the s cope or intent of the claus es to which they pertain.

Cancellation/Termination

This Agreement may be cancelled or terminated without caus e by either party by giving thirty (30) calendar days advance written notice to the other party. Such notification shall s ta te the effective date of termination or cancella tion and include any final performance and/or payment/ invoicing ins tructions / requirements .

Upon receipt of a notice of termination Contractor s hall take such s teps as are reasonably neces s ary to prepare to terminate its operations on the date s pecified in the notice of termination or any extens ion thereof.

Contractor Overpayments

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

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

Service Standards

Contractor agrees to comply with all s ta te and federal laws and regulations which are applicable to the s ervices to be provided under this Agreement.

License and Permits

Contractor shall procure and keep in full force and effect during the term of this Agreement a ll permits , regis trations and licens es neces s ary to accomplish the work specified in this Agreement and give all notices neces s ary and incident to the lawful pros ecution of the work.

Contractor shall keep informed of, observe, comply with, and caus e all of its agents and employees to observe and comply with all prevailing Federal, State, and local laws , and rules and regulations made purs uant to s aid Federal, State, and local laws , which in any way affect the conduct of the work of this Agreement. If any conflict aris es between provis ions of the plans and s pecifications and any s uch law above referred to, then the Contractor s hall immediately notify CCC in writing.

Travel and Per Diem

The Contractor agrees that a ll travel and per diem paid to its employees under this Agreement s hall exceed the rates specified by CalHR. No travel outs ide the State of California s hall be reimburs ed unles s prior written authorization is obtained from the State.

Insurance Requirements

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

1. General Provis ions Applying to All Policies a . Coverage Term—Coverage needs to be in force for the complete term of the contract. If ins urance expires during the term of the contract, a new certificate mus t be received by the State a t leas t ten days prior to the expiration of this insurance. Any new ins urance mus t comply with the original contract terms .

b. Policy Cancella tion or Termination & Notice of Non-Renewal—Contractor is res pons ible to notify the State within five (5) bus ines s days of any cancella tion, non- renewal or materia l change that affects required ins urance coverage. New certificates of ins urance are subject to the approval of the Department of General Services and the Contractor agrees no work or s ervices will be performed prior to obtaining such approval. In the event Contractor fa ils to keep in effect a t a ll times the s pecified ins urance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of s uch event, s ubject to the provis ions of this Contract.

c. Premiums , As ses sments , and Deductibles—Contractor is res pons ible for any premiums , policy as s es sments , deductibles or s elf-insured retentions contained within their insurance program.

d. Primary Claus e—Any required ins urance contained in this contract shall be primary, and not exces s or contributory, to any other ins urance carried by the State.

e. Insurance Carrier Required Rating—All insurance companies mus t carry an AM Bes t ra ting of a t leas t “A - “with a financial category rating of no lower than VI. If the Contractor is s elf-ins ured for a portion or a ll its ins urance, review of financial information, including a letter of credit, may be required.

f. Endors ements—Any required endors ements reques ted by the State mus t be phys ically attached to all reques ted certificates of ins urance and not s ubs tituted by referring to s uch coverage on the certificate of ins urance.

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

h. Use of Subcontractors—In the cas e of Contractor’s utilization of s ubcontractors to complete the contracted s cope of work, contractor s hall include all s ubcontractors as ins ureds under Contractor’s ins urance or s upply evidence of s ubcontractor’s ins urance to the State equal to policies , coverages , and limits required to Contractor.

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

a . Commercial General Liability—Contractor s hall maintain general liability on an occurrence form with limits not les s than $1,000,000 per occurrence for bodily injury and property damage liability combined The policy shall include coverage for liabilities aris ing out of premises , operations , independent contractors , products , complete operations , pers onal & advertis ing injury, and liability as s umed under an ins ured contract. This ins urance s hall apply s eparately to each insured agains t whom claim is made or suit is brought s ubject to the Contractor’s limit of liability. The policy mus t name The State of California , its officers , agents , and employees as additional ins ured, but only with res pect to work performed under the contract.

b. Automobile Liability—Contractor shall maintain bus ines s automobile liability ins urance for limits not les s than $1,000,000 combined s ingle limit. Such insurance s hall cover liability aris ing out of a motor vehicle including s cheduled autos , hired and non-owned motor vehicles . The policy mus t name The State of California , its officers , agents , and employees as additional ins ured, but only with respect to work performed under the contract.

c. Workers ’ Compensations and Employer’s Liability—Contractor s hall maintain s ta tutory workers ’ compens ation and employer’s liability coverage for a ll 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 mus t be attached to certificate.

d. Profes s ional Liability—Contractor s hall maintain Profes s ional Liability covering any damages caused by a negligent error, act, or omis s ion with limits not les s than $1,000,000 per occurrence. The policy’s retroactive date mus t be displayed on the certificate of insurance and mus t be before the date this contract was executed or before the beginning of contract work.

Subcontracting

1. Nothing contained in this Agreement or otherwise, s hall create any contractual relation between CCC and any s ubcontractors , and no s ubcontract s hall relieve the Contractor of its respons ibilities and obligations hereunder. Contractor agrees to be fully res pons ible to CCC for the acts and omis s ions of its s ubcontractors and pers ons either directly or indirectly employed by any of them as it is for the acts and omis s ions of persons directly employed by the Contractor.

2. No work s hall be s ubcontracted without the prior written approval of CCC. Upon the termination of any subcontract, CCC s hall be notified immediately. Any subcontract s hall include all the relevant terms and conditions of this Agreement and its a ttachments in addition to any other relevant terms and conditions .

3. Contractor's obligation to pay its s ubcontractors is an independent obligation from CCC's obligation to make payments to the Contractor. As a result, CCC s hall have no obligation to pay or to enforce the payment of any moneys to any s ubcontractor.

Contractor represents that it has or s hall s ecure at its own expense, a ll s taff required to perform the s ervices des cribed in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

4. When s ubcontractors are us ed, CCC will pay the Contractor who, in turn, will be respons ible for paying the subcontractor directly. Subcontractor fees and cos ts are included in the "total" price of this Agreement.

5. If subcontractor(s ) fa ils to execute a portion of the work in a s atis factory manner, the Contractor shall immediately remove the s ubcontractor, upon written reques t from the Contract Manager. Said subcontractor may not be employed for another portion of this Agreement. The Contract Manager will not enterta in reques ts to arbitra te dis putes between the Contractor and subcontractor concerning performance of their contract duties .

6. Contractor shall not subs titute a s ubcontractor in place of another without prior notification and written approval from the Contract Manager. All reques ts to s ubs titute a subcontractor mus t be s ubmitted in writing to the Contract Manager, a long with documentation to support the s ubs titution.

Settlement of Agreement Disputes

Unles s otherwis e provided in this Agreement, any dis pute concerning a ques tion of fact aris ing under this Agreement which cannot be res olved informally, shall be decided by the following two (2) s tep procedure:

1. The Contractor mus t provide written notice of the particulars of s uch dis putes to the CCC Contract Manager, who will as s ign a CCC repres entative to review and as s es s the merits of the noticed dis pute. The as s igned CCC repres entative shall respond, in writing, within ten (10) working days of receipt of the written notice of dispute.

Should the Contractor dis agree with the CCC Repres entative’s decis ion, the Contractor may appeal to the s econd level. Pending the decis ion on appeal the Contractor shall proceed diligently with the performance of this Agreement in accordance with the CCC Repres entative’s decis ion.

2. The second level appeal s hall indicate why the CCC Repres entative’s decis ion is unacceptable, a ttaching it to the Contractor’s original s ta tement of the dispute with s upporting documents , and a copy of the CCC Repres entative’s res pons e. This letter of appeal shall be s ent to the CCC Deputy Director of Adminis trative Services . The s econd level appeal mus t be filed within fifteen (15) working days upon receipt of the CCC Repres entative’s decis ion. Failure to s ubmit an appeal within the period s pecified s hall cons titute a waiver of a ll such rights to a modification of this Agreement. The Deputy Director shall meet with the Contractor to review the is sues rais ed. A written decis ion s igned by the Deputy Director s hall be returned to the Contractor within fifteen (15) working days of the receipt of the s econd level appeal.

The decis ion of the Deputy Director shall be the final adminis trative decis ion.

Waiver of Breach

No waiver of any breach of this Agreement shall be held as a waiver of any other or s ubsequent breach. All remedies afforded in this Agreement s hall be taken and cons trued 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 provis ions of this agreement or to require a t any time performance by Contractor of any of the provis ions thereof, shall in no way be cons trued to be a waiver of such provis ions 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 provis ion.

Rights in Data

Notwiths tanding 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, a ll products , deliverables , or any like items that are produced, created, developed, or the like, during the term of this Agreement s hall immediately become the sole and complete property of the State upon their creation.

The CCC res erves the right to us e and reproduce all reports , data produced and delivered and any other copyrightable materia l produced purs uant to this Agreement and reserves the right to authorize others to use or reproduce such materials .

Confidentiality of Data

Records and cas e notes are recognized as confidentia l. The Contractor, its employees , agents , or s ubcontractors :

1. Shall protect from unauthorized dis closure of names and other identifying information concerning pers ons either receiving s ervices pursuant to this contract or pers ons whos e names or identifying information become available or are dis clos ed to the Contractor, his / her employees , agents or subcontractors as a res ult of s ervices performed under this Agreement, except for s ta tis tical information not identifying any such person.

2. Shall not use s uch identifying information for any purpos e other than carrying out the Contractor's obligations .

3. Shall promptly transmit to the CCC all reques ts for dis clos ure of s uch identifying information not emanating from the client or pers on, s hall not dis close, except as otherwis e specifically permitted by this Agreement or authorized by the client, any s uch 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…