INVITATION FOR BID

NOTICE TO PROSPECTIVE BIDDERS

CALIFORNIA CONSERVATION CORPS

HQ - Recruitment

1719 24th Street, Sacramento, CA 95816

Live Scan Services Contract # C5321-123699

Bid Opening Date: 12/10/2025 @2PM

You are invited to review and respond to this Invitation for Bid (IFB) C5321-123699, event 37331 for California Conservation Corps, Live Scan Services.

The California Conservation Corps is committed to providing contracting opportunities to California Certified Small Businesses and Disabled Veteran Business Enterprises (DVBE).

In submitting your bid, you must comply with the instructions and requirements found herein. In the opinion of the California Conservation Corps, this IFB is complete and without need of explanation. However, if you have questions or need any clarifying information, please direct all questions through email at bidquestions@ccc.ca.gov. Please note that no verbal information given will be binding upon the State unless such information is issued in writing as an official addendum.

No questions will be addressed via phone calls or in person on or before the bid. All questions and answers must come through the above-mentioned email only.

Keeping the process fair for all. We will not accept questions via phone calls or in person.

Executive Order N-6-22 – Russia Sanctions On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S.government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

mailto:bidquestions@ccc.ca.gov

GenAI Disclosure

The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these technologies.

Bidder/Offeror must 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.

Failure to report GenAI to the State may result in disqualification. The State reserves its right to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

Upon notification by a Bidder/Offeror of GenAI as required, the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State.

Government Code 11549.64 defines “Generative Artificial Intelligence (GenAI)” as 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.

Kiran Varghese Contracts Unit

(916) 341-3210 Kiran.Varghese@ccc.ca.gov mailto:Kiran.Varghese@ccc.ca.gov

Table of Contents

1. NOTICE TO CONTRACTORS

A. Description and Location of Work

B. Where to obtain bid package

C. Estimated Cost

D. Term of Agreement

E. Qualification Required:

F. Bid Submission

G. Key Action Dates:

H. Payment Provisions

I. Damage to State Property

2. MODEL CONTRACT

EXHIBIT A SCOPE OF WORK

EXHIBIT B BUDGET DETAILS AND PAYMENT PROVISIONS

EXHIBIT B-1 COST PROPOSAL

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

EXHIBIT D SPECIAL TERMS AND CONDITIONS

3. INSTRUCTIONS TO BIDDERS

A. Submission of Bid

B. Evaluation and Selection

C. Award and Protest

D. Disposition of Bids

E. Agreement Execution and Performance

F. Loss Leader

4. PREFERENCE AND INCENTIVE PROGRAMS

A. Preferences for Certified Small Business (SB) & Non-Certified Small Business Contractors

B. DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) Incentive Information

5. Prompt Payment Frequently Answered Questions

1. NOTICE TO CONTRACTORS

A. Description and Location of Work

This contract will be for live scan examination services for the purpose of Corps Member (applicant) background checks. The background check exam provides the California Conservation Corps (CCC) with a simplistic view of the fingerprint background status for purpose of determination of enrollment suitability with the CCC.

The Contractor shall provide examination services statewide within California to the following counties:

Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Los Angeles, Madera, Marin, Mariposa, Mendocino, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Orange, Placer, Plumas, Riverside, Sacramento, San Benito, San Bernardino, San Diego, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Ventura, Yolo, Yuba. This allows CCC the ability to provide background services to recruits statewide.

B. Where to obtain bid package

Bid packages may be obtained electronically or by request in writing to California Conservation Corps (CCC), 1719 24th Street, Sacramento, Attn: Business Services and Contracts Branch.

C. Estimated Cost

The estimated cost of this Agreement is $149,994.00

D. Term of Agreement

The term of this Agreement is 01/01/2026 through 06/3/2027.

E. Qualification Required:

Must by a CA DOJ Certified fingerprint provider through the State of California and listed on the Department of Justice's website.

F. Bid Submission

All bids must be submitted via email to Kiran.Varghese@ccc.ca.gov

Email must read as follows:

Bid #C5321-123699 DO NOT OPEN UNTIL 12/10/2025 @2:00PM

Email must also include the required attachment list mailto:Kiran.Varghese@ccc.ca.gov

G. Key Action Dates:

Event Date

IFB available to prospective Bidders………………………………………………. 11/21/2025 Deadline to ask Questions ...............................................................11/26/2025 at 2:00PM Deadline to post Q&A to Cal eProcure.............................................12/02/2025 Final Date for Bid Submission ..........................................................12/10/2025 at 2:00PM Bid Opening .......................................................................................12/10/2025 at 2:00PM Anticipated Intent to Award .............................................................12/11/2025 Last (5) day protest period ...............................................................12/18/2025 Anticipated Award Date ....................................................................12/19/2025

H. Payment Provisions

Payments will be made in arrears on a monthly basis upon receipt of an itemized invoice. The contractor shall maintain accounting records and other evidence pertaining to costs incurred, with the provision 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 designee must be permitted to audit, review, and inspect the contractor’s activities, books, documents, papers and records during progress 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 shall repair, at its sole expense, the damage which has occurred during the removal or installation efforts. Repair efforts must be performed in a manner in which ensures all applicable warranties are maintained for any products damaged. Repair efforts shall include the full costs for all required labor and materials.

2. MODEL CONTRACT

EXHIBIT A

SCOPE OF WORK

Project Type: Live Scan Examination Services Project Location: All CCC Locations outlined below General Summary: Live Scan Background Examination Term: January 01, 2026 – June 30, 2027

This contract will be for live scan examination services for the purpose of Corps Member (applicant) background checks. The background check exam provides the California Conservation Corps (CCC) with a simplistic view of the fingerprint background status for purpose of determination of enrollment suitability with the CCC.

The Contractor shall provide examination services statewide within California to the following counties:

Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Imperial, Inyo, Kern, Kings, Lake, Lassen, Los Angeles, Madera, Marin, Mariposa, Mendocino, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Orange, Placer, Plumas, Riverside, Sacramento, San Benito, San Bernardino, San Diego, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Ventura, Yolo, Yuba. This allows CCC the ability to provide background services to recruits statewide.

CCC Responsibilities:

1. At the request of CCC, the applicant will be notified of the need for a required background exam and will be provided with the latest version of the Department of Justice (DOJ) request for Live Scan examination, BCIA 8016 to be completed.

2. Notify the recruit that fingerprinting is required, CCC receives the live scan result(s), Department of Justice (DOJ) request for live scan service form (BCII 8016).

3. Prior to the examination CCC will instruct the applicant on how to complete appropriate form and other required forms of identification options.

4. CCC will receive and notify the applicant of live scan examination results.

5. The Contractor agrees to the minimum availability of Monday through Friday, during the hours of 8:00 A.M. through 5:00 P.M. at a fee not to exceed the contracted rolling fee.

Contractor Responsibilities:

1. The Contractor agrees to verify the applicant identification and process the applicant’s examination, capture the applicant’s fingerprints, and transmit the date to the DOJ within 24-hours from the date of provided services.

2. At the conclusion of the session, the Contractor shall provide the applicant a copy of the completed Request for Live Scan Examination Services to the applicant which may include the Applicant Transaction Identifier (ATI) number.

3. The Contractor offers no guarantee regarding the length of time processing the background examination shall take. However, should the DOJ not receive the image or request, the Contractor shall make every attempt to resend or re-process the requested examination at no additional charge to the applicant or the state.

4. When ambiguity is identified with the applicant’s fingerprints, or fingerprint image is not as clear as it should be, or rejected, the Contractor agrees to re-process the examination at no additional charge to the state or applicant.

5. The Contractor agrees to maintain certification as an authorized Private Service Provider or Live Scan Operator and the certified fingerprint roller with the DOJ during the term of the agreement.

The Contractor agrees to submit an invoice to include the following itemized information:

- Date of Examination/ fingerprint rolling services

- Applicant First and Last Name

- Assigned ATI Number

- Rolling Fee Amount The Contractor shall not submit copies of applicant BCIA8016 with their invoice.

Invoices shall be remitted in arrears to the California Conservation Corps, Recruitment Manager, CORE-Recruitment and Enrollment Unit as follows:

Email: Dawn.Fry@ccc.ca.gov and (TBA designee) And/or California Conservation Corps CORE-Recruitment and Enrollment Unit Attn: Dawn Fry, Manager 1719 24th Street Sacramento, CA 95816

EXHIBIT B

BUDGET DETAILS AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENT

A. The maximum amount payable for this Agreement shall not exceed $149,994.00

FY25/26: $49,998.00

FY26/27:$99,996.00

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 Monthly Invoice 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: Dawn Fry

Region / Division: CCC HQ - CORE-Recruitment and Enrollment Unit

Address: CCC HQ 1719 24th Street, Sacramento, CA 95816

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

D. 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.

E. 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-1

COST PROPOSAL

*Amount per Background Check/Live Scan

FY25/26:

(01/01/26 to 6/30/26)

*Amount per Background Check/Live Scan

FY26/27:

(07/01/26 to 12/31/26)

*Amount per Background Check/Live Scan

FY26/27:

(01/01/27 to 06/30/27)

*Includes cost of insurance, sales tax, and every other item of expense, direct or indirect, incidental to the Bid Price.

EXHIBIT C

General Terms and Conditions (GTC 02/2025)

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

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.

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.

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.

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.

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.

Travel and Per Diem

The Contractor agrees that all travel and per diem paid to its employees under this Agreement shall 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.

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.

Subcontracting

1. Nothing contained in this Agreement or otherwise, shall create any contractual relation between CCC and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder. Contractor agrees to be fully responsible to CCC for the acts and omissions of its subcontractors and persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor.

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

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

Contractor represents that it has or shall secure at its own expense, all staff required to perform the services described in this Agreement. Such personnel shall not be employees of or have any contractual relationship with any governmental entity.

4. When subcontractors are used, CCC will pay the Contractor who, in turn, will be responsible for paying the subcontractor directly. Subcontractor fees and costs are included in the "total" price of this Agreement.

5. If subcontractor(s) fails to execute a portion of the work in a satisfactory manner, the Contractor shall immediately remove the subcontractor, upon written request from the Contract Manager. Said subcontractor may not be employed for another portion of this Agreement. The Contract Manager will not entertain requests to arbitrate disputes between the Contractor and subcontractor concerning performance of their contract duties.

6. Contractor shall not substitute a subcontractor in place of another without prior notification and written approval from the Contract Manager. All requests to substitute a subcontractor must be submitted in writing to the Contract Manager, along with documentation to support the substitution.

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.

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.

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.

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.

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.

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.

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 Contractor.

Loss Liability

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

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 repaired and/or replaced at Contractor’s expense by State approved methods, so as to restore the damaged areas to their original condition.

3. Contractor shall ensure that its employees will exercise all necessary caution to avoid any injury to persons or any damage to property.

4. Contractor shall adhere to the Department’s policies, i.e., policy on identification badges and policy regarding keys.

Contractor Responsibilities for Employees

1. Except for approved subcontractors, all personnel shall be direct employees of Contractor. Contractor shall pay all salaries, taxes, and fringe benefits of its personnel, including, but not limited to, Workers’ Compensation and Unemployment Insurance. Contractor expressly agrees that it is responsible for the acts or omissions of its employees. Contractor, at its own expense, shall immediately upon notification by the State, remove any of its employees from providing any services under the terms of this Agreement and shall not return said employee to work until notified in writing by the State. Contractor shall assure that said employee is not physically present at this facility or any other facility covered by the terms of this Agreement until notified in writing by the State that said employee may return to work. The State shall not be the employer of any such personnel.

2. Should the State or Contractor discover that any employee of Contractor does not meet the standards as set forth above, Contractor agrees at its own expense to immediately relieve the individual of further duties and involvement with this Agreement and assure that they are not physically present. Should any Contractor employee engage in any act detrimental to the Department’s mission, any act of injury or abuse to persons or property, or any act of theft or drug abuse, Contractor agrees that it shall be liable for the acts or omissions of its employees or their agents. Contractor agrees to immediately relieve the individual of further duties and involvement with the Agreement and assure that they are not physically present at any CCC center.

Health and Safety Responsibilities

1. Contractor is responsible for the health and safety protection of its employees in the performance of this Agreement.

2. Contractor shall comply with applicable laws relating to safety, including, but not limited to, the regulations of the Division of Occupational Safety and Health, and the

State of California Department of Industrial Relations. Contractor’s personnel shall exercise precautions at all times for the protection of persons and property.

3. Employees with signs or symptoms of, or known, infectious disease shall not be permitted to work until a physician’s clearance is obtained.

Weapons

Contractor expressly agrees that it will not permit any of its employees or subcontractors to carry any weapons onto state property. Contractor further expressly agrees that it will be solely responsible for any acts of its employees while on state property. Contractor also states that it has read Penal Code, Section 171b and understands that it prohibits the carrying of weapons on state property.

Conflict of Interest Clause

The purpose of this clause is to ensure that the…