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Community Partners <br /> 22-10907 <br />Exhibit D <br />Special Terms and Conditions <br /> <br />Page 9 of 9 <br />6. Force Majure <br />. <br />Neither the Contractor nor the State shall be liable to the other for any delay in or failure of <br />performance, nor shall any such delay in or failure of performance constitute default, if such delay <br />or failure is caused by “Force Majeure.” As used in this paragraph, “Force Majeure” is defined as <br />follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters such <br />that performance is impossible. <br />7.Executive Order N-6-22 - Economic Sanctions <br />On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding <br />Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” <br />refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as <br />well as any sanctions imposed under state law. The EO directs state agencies to terminate <br />contracts with, and to refrain from entering any new contracts with, individuals or entities that are <br />determined to be a target of Economic Sanctions. Accordingly, should the State determine <br />Contractor is a target of Economic Sanctions or is conducting prohibited transactions with <br />sanctioned individuals or entities, that shall be grounds for termination of this Agreement. The <br />State shall provide Contractor advance written notice of such termination, allowing Contractor at <br />least 30 calendar days to provide a written response. Termination shall be at the sole discretion of <br />the State. <br /> <br />Prior to awarding and executing ontracts, the State shall conduct its due diligence to determine if <br />the proposed awardee is a named individual or entity on federal and any state Economic <br />Sanctions lists. If the proposed awardee is listed, the State shall refrain from entering into the <br />Contract. Resources for locating names of sanctioned individuals and entities are available on the <br />DGS Office of Legal Services’ webpage: Ukraine-Russia (ca.gov). <br /> <br />If this Agreement is valued at $5 million or more, upon execution the State will send a separate <br />notification outlining additional requirements specified under the EO. Compliance with this <br />Economic Sanctions imposed in response to Russia’s actions in Ukraine is required, including with <br />respect to, but not limited to, the federal executive orders identified in the EO and the sanctions <br />identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy- <br />issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related- <br />sanctions). Failure to comply may result in the termination of this Agreement. <br /> <br /> <br />REV: 08-02-2023 RL <br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 32 of 34) <br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8