Model_contract.pdf

2. The term of this Agreement is:

CCC HQ-CMD Unit, Dental Services Agreement # C4310-109855

Exhibit A

Scope of work

Dental Services for Corpsmembers

1. Project Summary

The California Conservation Corps (CCC) is a state agency that oversees a program for

18–25-year old’s who commit to hands-on work and training to support California’s natural resources, and respond to state declared emergencies such as oil spills, earthquakes, fire, etc. Although program members receive a monthly stipend and medical benefits for their program participation, dental benefits are not provided through the CCC. Dental health is crucial for young adults who may have not had previous access and/or will be soon experiencing the growth of their wisdom teeth.

The contractor will deliver on-site dental services to eight CCC sites, that include:

assessments, cleanings, hygiene kits, and education services to program members of the CCC. The contractor will be responsible for the purchase and movement of all supplies related to the service. CCC will be responsible for assisting the contractor with scheduling the services throughout the state of California.

For young adults aged 18-25, not having dental insurance can cause several problems:

• High Costs: Without insurance, regular dental care like cleanings, fillings, and X-rays can be very expensive.

• Skipping Preventive Care: The high cost often makes CMs skip regular check-ups, which can lead to more serious problems like cavities or gum disease that could have been prevented.

• Worsening Dental Health: Minor dental issues can turn into major problems if not treated, like infections or tooth loss.

• Affecting Overall Health: Poor dental health can lead to other health problems, such as heart disease or diabetes, which can impact overall well-being.

• Appearance and Confidence: Dental problems can affect how someone looks and feels about themselves, which is especially important in this age group.

• Financial Pressure: Paying for dental care out of pocket can be a big financial burden, especially for those already dealing with other expenses like student loans and rent.

• Lack of Information: Young adults may not know about affordable dental care options, like clinics with sliding scales, dental schools, or state programs.

• Emergency Situations: Without regular care, young adults are more likely to face dental emergencies, which can be painful and expensive to fix.

The overall importance of oral health for CCC program members are:

➢ Taking care of one’s teeth is crucial to prevent pain by stopping problems like cavities, gum disease, wisdom teeth. Pain from poor dental health can prevent one from safely participating in CCC projects and/or classes.

➢ Oral health is linked to overall health, helping to prevent serious issues like heart disease. Additionally, healthy teeth improve your quality of life by making it easier to eat, talk, and smile.

➢ Regular dental care saves money by catching problems early and avoiding costly treatments.

➢ Building good habits now leads to healthier teeth in the future. In short, taking care of one’s teeth keeps them healthy, confident, and pain-free.

2. Dental Services Specifications

Summary of services to be performed at each CCC site:

A. Dental Assessments and Cleanings: Services should include comprehensive dental assessments that evaluate oral health conditions such as tooth decay, gum health, and the presence of infections. Cleanings should focus on the removal of plaque and tartar to prevent cavities and gum disease, enhancing overall oral hygiene.

B. Education and Navigation: Provide personalized oral health education to patients, emphasizing preventive care, proper brushing, and flossing techniques. Navigation services connect underserved populations—especially those with limited access to dental care—to local providers for further dental treatment if necessary.

C. Dental Hygiene Kits: Each member will be provided with a dental hygiene kit, which includes floss, a toothbrush, and toothpaste to support their continued oral care.

D. Target Population and Eligibility: These services will target individuals with limited access to dental care. Eligibility is generally based on need, not specific oral health conditions, so there will be no requirements related to the condition of the teeth. For cleanings, if an individual requires a deep cleaning, provide a regular cleaning and refer to a local dentist—regardless of their insurance type—for further treatment.

4. Billing

Vendor to invoice a single line item for services upon completion of each CCC location.

This should include the total cost of all necessary supplies, travel, etc.

5. Locations

Vendor to provided services at the following CCC locations:

• Redding Center - 4900 Mountain Lakes Boulevard, Suite A Redding, CA

96003

• Placer Center - 3710 Christian Valley Rd Auburn CA 95602

• Monterey Center - 30 Aviation Way Watsonville, CA 95076

• Delta Center - 7000 S. Newcastle Road Stockton, CA 95215

• Norwalk Center - 11401 South Bloomfield Avenue, Norwalk, CA 90650

• Los Pinos Center - 39251 Ortega Hwy Lake Elsinore, CA 92530

• Willits Center - 600 E Hill Road, Willits, CA 95490

• Tahoe Center – 1949 Apache Ave, South Lake Tahoe, CA 96150

All services must be completed by June 30th, 2025. Scheduling to be agreed upon by

CCC Representative and Contractor.

6. Revisions

This Scope of Work can be revised upon mutual agreement between the Contractor and the CCC Representative. Any revisions will be documented in writing and attached to this document. Revisions resulting in changes to the term or cost included in the agreement herein will require a contract amendment.

EXHIBIT B

Budget Detail and Payment Provisions

1. INVOICING AND PAYMENT

2.

A. The maximum amount payable for this Agreement shall not exceed $0.00.

Please check Exhibit A – 1 /Cost sheet for Direct Costs & details

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

C. The Contractor shall be paid Per invoice in arrears, 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:

Sarah Her Project Manager (916) 341-3129

Region / Division: CCC HQ-CMD Unit

Address: 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.

EXHIBIT B

Budget Detail and Payment Provisions

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).

3. CONTRACT WRITTEN PRIOR TO APPROVAL OF THE BUDGET ACT

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

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

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

D. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the State shall have the option to either cancel this

Agreement with no liability occurring to the State or offer an agreement amendment to the Contractor to reflect the reduced amount.

4. 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.

demand.

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

during any dispute.

DISPUTES: Contractor shall continue with the responsibilities under thisAgreement 6.

be injured or damaged by Contractor in the performance of this Agreement.

claims and losses accruing or resulting to any person, firm or corporation who may supplies in connection with the performance of this Agreement, and from any and all other person, firm or corporation furnishing or supplying work services, materials, or or resulting to any and all contractors, subcontractors, suppliers, laborers, and any State, its officers, agents and employees from any and all claims and losses accruing INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the 5.

Section 1896).

Agreement. (Gov. Code§8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, records and interview staff in any subcontract related to performance of this records. Further, Contractor agrees to include a similar right of the State to audit interviews of any employees who might reasonably have information related to such auditor(s)access to such records during normal business hours and to allow a longer period of records retention is stipulated. Contractor agrees to allow the records for possible audit for a minimum of three (3) years after final payment, unless pertaining to the performance of this Agreement. Contractor agrees to maintain such havethe right to review and to copy any records and supporting documentation General Services, the Bureau of State Audits, or their designated representative shall AUDIT: Contractor agrees that the awarding department, the Department of 4.

or in part, without the consent of the State in the form of a formal written amendment.

ASSIGNMENT: This Agreement is not assignable by the Contractor, either inwhole 3.

any of the parties.

oral understanding or Agreement not incorporated in the Agreement is binding on valid unless made in writing, signed by the parties and approved as required. No AMENDMENT: No amendment or variation of the terms of this Agreement shall be 2.

commence performance until such approval has been obtained.

approved by the Department of General Services, if required. Contractor may not APPROVAL: This Agreement is of no force or effect until signed by both parties and 1.

EXHIBIT C

General Terms and Conditions (GTC 04/2017)

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).)

EXHIBIT D

Special Terms and Conditions

SETTLEMENT OF 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:

a) 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.

b) 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, Chief of Administrative Services

Division. 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 Chief shall meet with the Contractor to review the issues raised. A written decision signed by the Chief shall be returned to the Contractor within fifteen (15) working days of the receipt of the second level appeal. The decision of the Chief shall be the final administrative decision.

TRAVEL AND PER DIEM

The Contractor agrees that all travel and per diem paid its employees under this

Agreement shall be at rates not to exceed those amounts paid to the State’s represented employees under collective bargaining agreements currently in effect. 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 requirement 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 (10) days prior to the expiration of this insurance. Any new insurance must comply with the original contract terms.

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

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 with a $2,000,000 annual policy aggregate. 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 and $2,000,000 policy aggregate. 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.

CONFIDENTIALITY OF DATA

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

A. 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

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

C. 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

D. 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.

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.

RIGHT TO MONITOR AUDIT AND INVESTIGATE

A. The Federal, State, or duly-authorized representative of the State government, which includes but is not limited to the Auditor General, shall have the right to monitor and audit Sub-grantee and all subcontractors providing services under this agreement through on-site inspections, audits, and other applicable means the State determines necessary.

B. The Federal, State, or duly authorized representative of the State government shall have the right to undertake investigations in accordance with Title 42 U.S.C.

Section 9908 et seq., as amended.

C. All Agreements entered into by CONTRACTOR with audit firms for purposes of conducting independent audits under this agreement shall contain a clause permitting the State or a duly-authorized representative of the State or Federal government access to the working papers of said audit firm(s).

D. CONTRACTOR shall ensure that subcontractors falling within the scope of this provision shall comply in full of the requirements thereof.

AMENDMENT PROVISIONS AND AGREEMENT TERMINATION

A. No oral understanding or variation of the terms and conditions of this Agreement is valid unless that understanding, or variation has been made in writing and signed by all.

B. This Agreement may be terminated at any time by both parties with 30 calendar days advance written notice. If terminated, payment shall be made only for performance authorized up to the effective date of termination.

C. Notwithstanding Subsection B above, the CCC may terminate this Agreement for cause, in whole or in part, upon written notification to Sub-grantee.

RIGHTS IN DATA

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.

A. The Federal, State, or duly-authorized representative of the State government, which includes but is not limited to the Auditor General, shall have the right to monitor and audit Sub-grantee

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

and all subcontractors providing services under this agreement through on-site inspections, audits, and other applicable means the State determines necessary.

E. The Federal, State, or duly authorized representative of the State government shall have the right to undertake investigations in accordance with Title 42 U.S.C.

Section 9908 et seq., as amended.

All Agreements entered into by CONTRACTOR with audit firms for purposes of conducting independent audits under this agreement shall contain a clause permitting The State or a duly-authorized representative of the State or Federal government access to the working papers of said audit firm(s).

F. CONTRACTOR shall ensure that subcontractors falling within the scope of this provision shall comply in full of the requirements thereof.

State.

and/or terminate any contract that presents an unacceptable level of risk to the incorporate GenAI Special Provisions into the contract at its sole discretion The State reserves the right to amend the contract, without additional cost, to entitled to as a result of such non-disclosure.

termination of the contract. The State is entitled to seek any and all relief it may be to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate sole discretion and the State may consider such failure to disclose GenAI and/or failure Factsheet (STD 1000) may be considered a breach of the contract by the State at its Failure to disclose GenAI use to the State and submit the GenAI Reporting and performance, until use of such GenAI technology has been approved by the State.

undisclosed GenAI technology that materially impacts functionality, risk or contract direction of the State, Contractor shall discontinue the use of any new or previously to notify the State of any new or previously unreported GenAI technology. At the Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) unreported GenAI technology, including GenAI from third parties or subcontractors.

services or any work under this contract includes, or makes available, any previously During the term of the contract, Contractor must notify the State in writing if their

GenAI Notification Clause:

of the State.

calendar days to provide a written response. Termination shall be at the sole discretion Contractor advance written notice of such termination, allowing Contractor at least 30 that shall be grounds for termination of this agreement. The State shall provide Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, Sanctions. Accordingly, should the State determine Contractor is a target of Economic new contracts with, individuals or entities that are determined to be a target of Economic EO directs state agencies to terminate contracts with, and to refrain from entering any to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The “EconomicSanctions” refers to sanctions imposed by the U.S. government in response regarding Economic Sanctions against Russia and Russian entities and individuals.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO)

Executive Order N-6-22 – Russia Sanctions:

Russia Sanctions & GenAI Notification Clause Exhibit E