Item 19 - Agreement with Working Wardrobes Project New Start

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EXHIBIT 1 CWDB Contract No. M90462-7120 CWDB/Santa Ana WDB Page 1 of 4 EXHIBIT D SPECIAL TERMS AND CONDITIONS (Standard Agreement) 1. Subcontractors or Grantees Nothing contained in this Agreement or otherwise, shall create any contractual relationship between the CWDB and any subcontractors or grantees, and no subcontract or grant shall relieve the Contractor of their responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the CWDB for the acts and omissions of its subcontractors or grantees and of persons either directly or indirectly employed by the Contractor. The Contractor's obligation to pay its subcontractors or grantees is an independent obligation from the CWDB's obligation to make payments to the Contractor. As a result, the CWDB shall have no obligation to pay or to enforce the payment of any monies to any subcontractor or grantee. 2. Consultant —Staff Expenses The 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 contractual relationship with any governmental entity. 3. Public Contract Code (Consultant Services) The Contractor is advised that it has certain duties, obligations, and rights under Public Contract Code sections 10335 - 10381 and 10410 - 10412, with which the Contractor should be familiar. These Public Contract Code sections can be viewed at: https://leginfo.legislature.ca.gov/faces/codes displayText xhtml?lawCode=PCC&division=2.&title=&p art=2.&chapter=2. &article=4. httRs:1/Ieq info, legislature. ca. ov/faces/codes d isp la Text.xhtml?IawCode=PCC&division=2.&title=& art=2. &chapter=2. &article=8. 4. Contractor Evaluation Within sixty (60) days after the completion of this Agreement, the Contract Manager shall complete a written evaluation of the Contractor's performance under this Agreement. If the Contractor did not satisfactorily perform the work, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services within five working days of the completion of the evaluation, and to the Contractor within 15 working days of the fling of the evaluation with DGS. (PCC § 10369) 5, Termination Clause This Agreement may be terminated by CWDB by giving written notice 30 days prior to the effective date of such termination. 6. Advance Work Should the Contractor begin work before receiving a copy of the approved Agreement, any work performed before approval shall be considered as having been done at the Contractor's own risk and as a volunteer.