06_RFQ-25-401_Att_06_Standard_Agreement_Example_ada.pdf

2. The term of this Agreement is:

ATTACHMENT 6

STANDARD AGREEMENT EXAMPLE

RFQ-25-401

STATE OF CALIFORNIA- DEPARTMENT OF GENERAL SERVICES

STANDARD AGREEMENT

STD 213 (Rev. 04/2020)

RFQ-25-401

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Evaluation Support

EXHIBIT A

Scope of Work

Scope of Work described in the RFQ-25-401 Solicitation Manual.

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EXHIBIT B

Budget Detail and Payment Provisions

1. CONDITIONS FOR PAYMENT

A. No payment shall be made in advance of services rendered.

B. For services satisfactorily rendered, and upon receipt and approval of invoices, the Energy Commission agrees to compensate the Contractor for actual allowable expenditures incurred in accordance with Exhibit B. The rates in Exhibit B are rate caps, or the maximum amount allowed to be billed. The Contractor can only bill for actual expenses incurred and paid in the performance of the work identified in the Scope of Work, at the Contractor’s and subcontractor’s actual direct labor, fringe benefit, indirect, and general and administrative (G&A) rates, not to exceed the rates specified in Exhibit B.

C. The Contractor and any subcontractors, including lower tier subcontractors, can include up to a maximum total of ten percent (10%) profit, fees, or mark-ups on their own actual labor expenses less any further subcontracted to other entities (i.e., profit, fees, and markups are not allowed on subcontractor expenses. The Contractor and subcontractors are not allowed to profit from their subcontractors’ costs.

D. Each invoice is subject to the Energy Commission Agreement Manager’s (CAM) approval.

E. Payments shall be made to the Contractor for undisputed invoices. An undisputed invoice is an invoice submitted by the Contractor for services rendered, and for which additional evidence is not required to determine its validity. The invoice will be disputed if all deliverables due for the billing period have not been received and approved, if the invoice is inaccurate, or if it does not comply with the terms of this Agreement. If the invoice is disputed, Contractor will be notified via a Dispute Notification Form within 15 working days of receipt of the invoice.

F. Payment will be made in accordance with the Prompt Payment Act, Government Code Chapter 4.5, commencing with Section 927, which requires payment of properly submitted, undisputed invoices within 45 days of receipt or automatically pay late payment penalties when applicable. Government Code Section 927.13(e) provides that “[n]o penalty shall accrue ... on any payment or refund that is the result of a federally mandated program or that is directly dependent upon the receipt of federal funds by a state agency.”

G. Final invoice must be received by the Energy Commission no later than 30 calendar days after the Agreement termination date.

H. The State will pay for State or local sales or use taxes on the services rendered or equipment, parts or software supplied to the Energy Commission pursuant to this Agreement. The State of California is exempt from Federal excise taxes, and no payment will be made for any taxes levied on employee’s wages.

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I. No payment will be made for costs identified in Contractor invoices that have or will be reimbursed by another source, including but not limited to a government entity agreement or subcontract or other procurement methods.

J. Upon request or audit by the State, the Contractor or its subcontractors will be required to furnish documentation to support that the claimed expenses are based on actual allowable costs. Examples of supporting documentation for labor rates include paystubs, W-2s, or in the case of self-employed Contractors or subcontractors, copies of the individual’s or business’ federal tax returns. For labor hours, the Contractor and its subcontractors must have timesheets with sufficient internal controls to demonstrate that the timesheets are an accurate and complete reflection of both claimed contract hours and all hours worked. Fringe benefit, indirect, and G&A rates must be developed in accordance with generally accepted accounting principles and the applicable federal cost principles or acquisition regulations.

2. PAYMENT TERMS

Check all that apply:

In Arrears

Itemized

Monthly

3. INVOICING PROCEDURES

A. Invoices shall be submitted in duplicate not more frequently than monthly. Time is of the essence for submitting invoices and invoicing for completed work. Invoices are due no later than fifteen (15) calendar days after the end of the monthly invoicing period. Invoices for work completed within a monthly invoicing period must be submitted no later than ninety (90) calendar days after the end of the monthly invoicing period. The following certification shall be included on each invoice and signed by an authorized official of the Contractor:

I certify that this invoice is correct and proper for payment, and reimbursement for these costs has not and will not be received from any other sources, including but not limited to a government entity contract, subcontract, or other procurement method.

B. The Energy Commission will accept computer generated or electronically transmitted invoices. Electronic signatures are acceptable. The date of “invoice receipt” shall be the date the Energy Commission receives the electronic copy.

Send invoices to:

California Energy Commission

Accounting Office, MS-2 invoices@energy.ca.gov

C. An invoice shall consist of, but not be limited to, the following:

1) Agreement number, date prepared, and billing period.

mailto:invoices@energy.ca.gov

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2) The Work Authorization number.

3) The Contractor’s actual fully loaded hourly labor rates by individual, and number of hours worked during the reporting period.

4) Other direct operating expenses, including equipment, travel, materials and miscellaneous, etc.

5) Subcontractor expenditures.

6) An indication of whether a subcontractor is a California Certified Small Business or a Certified Disabled Veteran Business Enterprise.

7) Identify the specific task(s) and/or the categories of expenditures under the applicable Work Authorization.

8) Consistent with the applicable Work Authorization budget provide current billing, previously billed, budgeted amounts, and balance of funds.

9) If applicable, the match fund expenditures.

10) All invoices must be accompanied by the following documentation to support the expenditure:

a) Subcontractor invoices which shall include items 1-10 above for corresponding information, if any, identified in the budget detail (e.g., if the budget detail lists hourly labor rates, then the subcontractor’s invoice would include hourly labor rates).

b) Receipts for travel expenses.

c) Receipts for materials, miscellaneous, and/or equipment.

d) A report that documents the progress of the work during the billing period; and

e) Any other deliverables due during the billing period.

4. RETENTION

The Energy Commission shall retain from each invoice ten per cent (10%) of that invoice, excluding equipment invoices, pursuant to Public Contract Code section 10346. The retained amount shall be held and released only upon approval that work has been satisfactorily completed, and the Final Report (if required) has been received and approved.

The Contractor must submit a separate invoice for the retained amount. Retained funds may be withheld by the Energy Commission to compensate or credit for amounts that were paid in error, or amounts that were paid but exceed the actual allowable incurred costs.

Retention may be released upon completion of a Work Authorization as each is considered a separate and distinct piece of work (i.e., the Work Authorization is a stand-alone piece of work and could be completed without other Work Authorizations). A Work Authorization for administration or management of the Agreement and/or subcontractors is not considered separate and distinct, and retention will not be released early.

Retention for the administrative/management Work Authorization will be released upon completion and approval of all Agreement final deliverables.

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5. TRAVEL AND PER DIEM RATES

The Contractor shall be reimbursed for travel and per diem expenses using the Energy Commission Contractor Travel Rates. The Contractor must pay for travel in excess of these rates. The Contractor may obtain current rates from the Energy Commission’s Web Site at:

http://www.energy.ca.gov/contracts/TRAVEL_PER_DIEM.PDF.

A. Before Contractor incurs travel costs and travels under this Agreement:

• CAM shall provide written authorization in a Work Authorization.

• Work Authorization Manager or designee shall approve the trip details in writing (e.g., by email).

• Contractor shall ensure that the trip is authorized in the WA and that sufficient labor hours and travel budget remains in the WA to cover the trip expenses.

B. The Energy Commission will reimburse travel expenses from the Contractor's office location. For purposes of payment, the Contractor’s office location shall be considered the office location where the Contractor’s employees or, if applicable, the employees of a subcontractor with responsibilities for this Agreement are permanently assigned.

Travel receipts and documentation of travel expenses, including travel meals and incidentals, shall be submitted with invoices requesting reimbursement from the Energy Commission. The documentation must be listed by trip and include dates and times of departure and return. The documentation must also include written trip approval by the WA Manager or designee.

6. BUDGET CONTINGENCY CLAUSE

It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement or any of the grant awards from a federal agency of the United States that provide funding for this Agreement, do not appropriate sufficient funds for the work identified in Exhibit A, 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 consideration under this Agreement and the Contractor shall not be obligated to perform any provisions of this Agreement.

If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, or any of the grant awards from a federal agency of the United States that provide funding for this Agreement, are reduced or eliminated, 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.

Inflation Reduction Act funding for IRA Codes Program is contingent upon Department of Energy approval of CEC’s application and Department of Finance and California legislative approval in receipt of the federal award and continued availability of federal funding.

http://www.energy.ca.gov/contracts/TRAVEL_PER_DIEM.PDF

May 2026 Page 5 of 7 RFQ-25-401 Consulting Services Attachment 6 – Exhibit B Energy Code Compliance Version 9/11/17 Evaluation Support

7. RATES & CLASSIFICATIONS: CHANGES IN CONTRACTOR PERSONNEL OR

SUBCONTRACTOR PERSONNEL

This section contains provisions allowing rate and classification changes without a formal amendment. Exhibit D contains the rules for adding or replacing personnel and subcontractors listed in the Agreement. When a Contractor makes personnel and subcontractor changes in accordance with Exhibit D that do not require a formal amendment, the following rules explain the rates and classifications for which the Contractor can invoice. Changes outside of these rules require a formal amendment to the Agreement.

A. New Personnel

If Contractor or a subcontractor adds new personnel after the Agreement has been executed, the Contractor shall submit the new personnel’s resume and proposed job classification/rate, consistent with classifications/rates within the respective budget, to CAM for review and approval. If the Agreement budget includes a job classification with the person identified as “To Be Determined”, and a person is later identified, this person is considered to be new personnel.

The new personnel shall not provide services until the CAM approves the new personnel request in writing and notifies the Energy Commission Agreement Officer (CAO). Any work performed by these new personnel prior to CAM approval is at Contractor’s expense; the Energy Commission will not reimburse Contractor for work performed by these new personnel that occurs prior to CAM approval.

B. Labor Rates & Classifications

The Agreement budget identifies individuals and/or job classifications and the maximum rates that the Contractor can invoice for them. The Contractor shall only invoice for the actual rates up to the maximum amount listed. Contractor can only increase rates or add new job classifications to the Agreement through a formal amendment to this Agreement.

1. Contractor Changes: Addition or Replacement of Personnel

a) Labor Rates

If the Contractor adds a new person to a job classification listed in the Contractor’s budget or replaces a person listed in the Contractor’s budget, the Contractor can only invoice for the new person’s actual rate up to the maximum amount listed for that classification in the Contractor’s budget. The Contractor cannot use for its personnel a rate of a subcontractor.

b) Classifications

Additions or replacement of personnel can only be made within existing job classifications identified in the Contractor’s budget. The Contractor cannot use for its personnel a job classification of a subcontractor. The new person must be invoiced within job classifications that already exist in the budget for the Contractor. If the Contractor wishes to add a new job

May 2026 Page 6 of 7 RFQ-25-401 Consulting Services Attachment 6 – Exhibit B Energy Code Compliance Version 9/11/17 Evaluation Support classification to the Agreement (for instance to bring in a new person or possibly promote a person) this will require a formal amendment to the Agreement.

c) Promotions

Contractor personnel listed in the Contractor’s budget can be moved to a higher-paying job classification listed in the Contractor’s budget with prior written approval of the CAM and the appropriate Division Deputy Director.

The written approval must be submitted to the CAO.

2. Subcontractor Changes: Addition or Replacement of Personnel

a) Labor Rates

If a subcontractor adds a new person to a job classification listed in the subcontractor’s budget or replaces a person listed in the subcontractor’s budget for that subcontractor, the subcontractor can only invoice for the new person’s actual rate up to the maximum amount listed for that classification in the subcontractor’s budget. The subcontractor cannot use for its personnel a rate of another subcontractor or of the Contractor.

b) Classifications

Additions or replacement of personnel can only be made within existing job classifications identified in the subcontractor’s budget. The subcontractor cannot use for its personnel a job classification of another subcontractor or of the Contractor. The new person must be invoiced within job classifications that already exist in the budget for the subcontractor. If the subcontractor wishes to add a new job classification to the Agreement (for instance to bring in a new person or possibly promote a person) this will require a formal amendment to the Agreement.

c) Promotions

Subcontractor personnel listed in the subcontractor’s budget can be moved to a higher-paying job classification listed in the subcontractor’s budget with prior written approval of the CAM and the appropriate Division Deputy Director. The written approval must be submitted to the

CAO.

C. Changes in Assigned Personnel Hours

Contractor may move dollars allocated for a specific person (employee or subcontractor) to another person listed in an Agreement or Work Authorization budget. However, such changes cannot change the amount of the budget for the task or labor category. If a change in personnel will result in a change in the dollar amount of the task or in the labor category, then the Agreement or Work Authorization must be amended.

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8. BUDGET REALLOCATION

Any movement of funds from one category to another must be done through an amendment to the Agreement or Work Authorization.

9. COSTS OF ADMINISTRATION

No more than 10% of the total Agreement budget shall be spent for Task 1, Administration.

10. BUDGET DETAIL

Budget detail is contained in the Attachments to this Exhibit.

The attached Budget Rates are to be used when drafting Work Authorizations. Each Work Authorization will identify specific costs for each category.

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EXHIBIT D

Special Terms and Conditions

1. AGREEMENT MANAGEMENT

A. Contractor may change Project Manager, but the Energy Commission reserves the right to approve any substitution of the Project Manager.

B. The Energy Commission may change the Energy Commission Agreement Manager (CAM) at any time and will send a written notice to the Contractor signed by the Energy Commission Agreement Officer (CAO).

C. Energy Commission staff will be permitted to work side by side with Contractor's staff to the extent and under conditions that may be directed by the CAM. In this connection, Energy Commission staff will be given access to all data, working papers, etc., which Contractor may seek to utilize.

D. Contractor will not be permitted to utilize Energy Commission personnel for the performance of services, which are the responsibility of Contractor unless the CAM previously agrees to such utilization in writing and an appropriate adjustment in price is made. No charge will be made to Contractor for the services of Energy Commission employees while performing, coordinating, or monitoring functions.

E. If the Schedule of Deliverables and Due Dates needs to be revised after the execution of the Agreement, the revised dates cannot extend beyond the term end date of the Agreement. Contractor shall work with the CAM to agree on the new deliverable due dates. The CAM shall issue the revised Schedule of Deliverables and Due Dates to the Contractor and the CAO. Although the dates can be revised, the deliverables cannot be changed through this process.

2. STANDARD OF PERFORMANCE

Contractor shall be responsible in the performance of Contractor's/subcontractor's work under this Agreement for exercising the degree of skill and care required by customarily accepted good professional practices and procedures. Any costs for failure to meet these standards, or otherwise defective services, which require reperformance, as directed by CAM or its designee, shall be borne in total by the Contractor/subcontractor and not the Energy Commission. In the event the Contractor/subcontractor fails to perform in accordance with the above standard the following will apply. Nothing contained in this section is intended to limit any of the rights or remedies which the Energy Commission may have under law.

A. Contractor/subcontractor will reperform, at its own expense, any task which was not performed to the reasonable satisfaction of the CAM. Any work reperformed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved. Contractor/subcontractor shall work any overtime required to meet the deadline for the task at no additional cost to the Energy Commission.

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B. The Energy Commission shall provide a new schedule for the reperformance of any task pursuant to this paragraph in the event that reperformance of a task within the original time limitations is not feasible.

C. If the Energy Commission directs the Contractor not to reperform a task; the CAM and Contractor shall negotiate a reasonable settlement for satisfactory services rendered. No previous payment shall be considered a waiver of the Energy Commission's right to reimbursement.

3. SUBCONTRACTS

Contractor shall enter into subcontracts with the following firms and/or individuals and shall manage the performance of the subcontractors.

(Insert Subcontractor Names)

OR

No Subcontractors are named for this Agreement. If subcontractors are needed to perform any portion of this Agreement, the following criteria must be met, and Contractor shall manage the performance of the subcontractors.

AND

A. Nothing contained in this Agreement or otherwise, shall create any contractual relationship between the State and any subcontractors, and no subcontractors and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and/or persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Contractor. Contractor’s obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any subcontractor.

B. Contractor shall be responsible for establishing and maintaining contractual agreements with and the reimbursement of each of the subcontractors for work performed in accordance with the terms of this Agreement. Contractor shall be responsible for scheduling and assigning subcontractors to specific tasks in the manner described in this Agreement, coordinating subcontractor accessibility to Energy Commission staff, and submitting completed products to the CAM.

C. Contractor shall not allow any subcontractor to assign any portion of a subcontract related to this Agreement to a third party or subsequent tier subcontractor (lower tier subcontractor) without first obtaining the written consent of the CAM and following the procedures below “Process for New Subcontractors”.

D. All subcontracts entered into pursuant to this Agreement shall be subject to examination and audit by the Bureau of State Audits for a period of three (3) years after final payment under the Agreement.

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E. Upon request by the CAM or CAO, Contractor shall provide copies of all contractual agreements with subcontractors and lower tier subcontractors.

F. Contractors who are subcontracting with University of California or California State University may use the terms and conditions negotiated by the Department of General Services with University of California/ California State University for their subcontracts. Contractors who are subcontracting with the Department of Energy’s (DOE) Lawrence Livermore National Laboratory, Lawrence Berkeley National Laboratory, and the Sandia National Laboratories may use the terms and conditions negotiated with the Department of General Services. Contractors who are subcontracting with all other DOE laboratories may use the terms and conditions negotiated by the Energy Commission with DOE for their subcontracts.

G. Upon the termination of any subcontract or lower tier subcontract, Contractor shall notify the CAM and CAO immediately in writing.

H. In addition to any other flow-down provisions required by this Agreement, all subcontracts shall contain the following: 1) the audit rights and non-discrimination provision stated in the General Terms and Conditions (Exhibit C) and in D above;

and 2) further assignments shall not be made to any lower tier subcontractor without written consent of the CAM.

I. Process for New Subcontractors

The Energy Commission reserves the right to replace a subcontractor, request additional subcontractors, and approve additional subcontractors requested by Contractor. A replaced subcontractor and an added subcontractor are both defined as a “new” subcontractor. Such changes shall be subject to the following conditions:

1) The new subcontractor shall be selected using either: (a) A competitive bid process with written evaluation criteria by obtaining three or more bids and advertising the work to a suitable pool of subcontractors including without limitation: California Contracts Register; Contractor’s mailing lists; mass media; professional papers or journals; posting on websites; and telephone or email solicitations; or (b) Non-competitive bid (sole source) process with a specific subcontractor.

2) Contractor may also need to comply with Disabled Veteran Business Enterprise requirements for the proposed subcontractor.

3) When a new subcontractor is proposed the CAM shall complete and submit to the CAO a “Subcontractor Addition” form. The proposed subcontract can be executed only after the CAO approves the Subcontractor Addition form.

This form identifies the new subcontractor and bidding method used (competitive or non-competitive), the tasks the new subcontractor will be performing, and the following shall be attached: resumes and completed Energy Commission budget forms.

4) Labor Rates & Classifications: Personnel of new subcontractors must fit within a classification and be equal to or less than a rate already listed in the Agreement budget and the rate cannot exceed the subcontractor’s actual

Page 4 of 27 RFQ-25-401 Special Terms and Conditions Attachment 6 – Exhibit D Energy Code Compliance for Consulting Services Revised 6/27/24 Evaluation Support rate. Adding classifications and/or higher rates for the new subcontractor other than ones currently listed in the Agreement requires a formal amendment.

5) Other Direct Operating Expenses: The new subcontractor may charge other direct operating expenses (such as material or equipment) as already identified in the Agreement budget. No new types of operating expenses are allowed to be charged by the new subcontractor. Adding new types of operating expenses for the new subcontractor requires a formal amendment.

4. DISABLED VETERAN BUSINESS ENTERPRISE (DVBE) AND SMALL BUSINESS

REQUIREMENTS

A. Certification Report

If Contractor made a commitment to achieve DVBE participation for this Agreement with DVBE subcontractor(s), then upon completion of the work or upon the Agreement end date, whichever is earlier, Contractor shall certify in a DVBE Subcontracting Report to the CAO that DVBE subcontractor participation under this Agreement is in compliance with the goals specified at the time of award of the Agreement or with any subsequent amendment. The report shall include: (1) the total amount the Contractor received under this Agreement; (2) the name and address of the DVBE(s) that participated in the performance of the Agreement and the Agreement number; (3) the amount and percentage of work the Contractor committed to provide to one or more DVBEs under the requirements of the Agreement and the amount each DVBE received from the Contractor; (4) that all payments under the Agreement have been made to the DVBE(s); and (5) the actual percentage of DVBE participation that was achieved. Upon request by the Commission, the Contractor shall provide proof of payment for the work. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. Military & Veterans Code section 999.5(d).

B. Withholding

1) $10,000 Withholding

If Contractor made a commitment to achieve DVBE participation for this Agreement with DVBE subcontractor(s), then the Commission shall withhold $10,000 (or full payment if less than $10,000) from Contractor’s final payment, pending receipt of the certification report in A above. This withholding is in addition to retention, if any, in Exhibit B, para 4.

2) Failure to comply with Certification Report

In addition to any other rights and remedies available to the Commission, if Contractor fails to comply with the certification report, Contractor shall, after notice by the Commission, be allowed to cure the defect.

Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of notice, Contractor refuses to

Page 5 of 27 RFQ-25-401 Special Terms and Conditions Attachment 6 – Exhibit D Energy Code Compliance for Consulting Services Revised 6/27/24 Evaluation Support comply with the certification report requirements, the Commission shall permanently deduct $10,000 from the final payment (or the full payment if less than $10,000). Military & Veterans Code section 999.7(a) and (c).

For purposes of this paragraph, time is of the essence; Contractor is deemed to have refused to comply with the certification report requirements, if the Commission does not receive the report within 30 calendar days from the date of the notice.

C. Substitution of DVBE

Contractor shall use each DVBE identified in its proposal or listed in this Agreement. Contractor understands and agrees that if DVBE(s) were identified in its proposal or listed in this Agreement, award of this Agreement is based in part on its commitment to use the DVBE subcontractor(s). If Contractor believes an identified DVBE must be replaced or substituted, Contractor shall request a substitution in writing to CAM and CAO, including the reason for the DVBE substitution. Contractor shall complete revised DVBE certification forms (provided by the CAO) identifying the proposed new DVBE. A DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved by the Commission and the Department of General Services (DGS). Any work by the proposed new subcontractor can be performed only after written approval by the Commission and DGS. The substitution shall maintain, at minimum, the level of DVBE participation stated in the original Proposal. Military and Veterans Code section 999.5(g); 2 California Code of Regulations 1896.73.

D. Amendment

This Agreement shall be amended if a DVBE must be substituted and DGS has given approval. This Agreement shall be amended if there are changes to the scope of work that impact the DVBE subcontractor(s) identified in the proposal or listed in this Agreement. If there are modifications for additional work, the same percentage of DVBE participation is required as in the original Agreement. The Commission shall document the modification and DVBE participation. 2 California Code of Regulations 1896.76.

E. Compliance with Law; Grounds for Termination; Damages; Penalties

Contractor shall comply with all applicable statutory and regulatory DVBE requirements, which include in part, adherence to the DVBE participation level identified in the Proposal or listed in this Agreement, and seeking substitution of a DVBE if necessary. Failure of Contractor to comply with or violation of statutory, regulatory and Agreement requirements may be cause for: termination of this Agreement; recovery of damages and penalties due to the State; loss of certification; bidding suspension; sanctions; imprisonment; penalties; and civil actions. Military and Veterans Code sections 999.5, 999.9 and Public Contract Code section 10115.10.

F. Commercially Useful Function

During the course of the Agreement, Contractor shall ensure that all DVBEs performing work under the Agreement maintain a commercially useful function

Page 6 of 27 RFQ-25-401 Special Terms and Conditions Attachment 6 – Exhibit D Energy Code Compliance for Consulting Services Revised 6/27/24 Evaluation Support related to the work scope. Military and Veterans Code section 999; 2 California Code of Regulations section 1896.71.

G. Records Retention

Contractor shall retain all records related to DVBE participation for this Agreement for a minimum of six years following final payment under the Agreement. Military and Veterans Code section 999.55.

H. DVBE Name(s) for this Agreement

• Insert DVBE name(s) or N/A

I. Small Business Reporting

If the Agreement includes small business participation, upon completion of the Agreement, Contractor shall report to the Energy Commission the percentage of small business participation achieved.

5. PROCESS FOR OFFERING WORK

If the Energy Commission or Contractor requires the replacement of a person listed in the Agreement to provide a particular service, or requires that a new person is added, the Contractor shall:

A. First offer the work to qualified persons already listed in this Agreement (either an employee of Contractor or a subcontractor).

B. If there is no available qualified person listed in this Agreement who can perform the work, then Contractor shall provide documentation from all the persons who were offered and declined the work to the CAM. Then, Contractor may request to add a new person to the Agreement in accordance with Exhibit B, Rates & Classifications:

Changes in Contractor Personnel or Subcontractor Personnel. A person added to the Agreement is thereafter treated as a person listed in this Agreement and can be offered future work without first offering it to originally listed people.

C. If the person to be replaced or substituted was identified in the Agreement as a Disabled Veteran Business Enterprise (DVBE) firm, refer to the DVBE provision above for changes to DVBEs.

D. If the person added is a new subcontractor, Contractor shall use the process outlined in the Subcontracts provision, Process for New Subcontractors.

6. PERFORMANCE EVALUATION

Consistent with Public Contract Code Sections 10367 through 10371, the Energy Commission shall, upon completion of this Agreement, prepare a performance evaluation of the Contractor. Upon filing an unsatisfactory evaluation with the Department of General Services, Office of Legal Services (DGS) the Energy Commission shall notify and send a copy of the evaluation to the Contractor within 15 days. The Contractor shall have 30 days to prepare and send statements to the Energy Commission and the DGS defending his or her performance. The Contractor's statement shall be filed with the evaluation in the Energy Commission's Contract file and with DGS for a period of 36 months and shall not be a public record.

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7. REPORTS

A. Progress and Final Reports

Contractor shall prepare progress reports summarizing all activities conducted by Contractor to date on a schedule as provided in Exhibit A. At the conclusion of this Agreement, Contractor shall prepare a comprehensive Final Report, on a schedule as provided in Exhibit A.

B. Title

Contractor's name shall only appear on the cover and title page of reports as follows:

California Energy Commission

Project Title

Contractor Number

By (Contractor)

C. Ownership

Each report shall become the property of the Energy Commission. The preparation of reports by Contractor or Subcontractors shall be considered "commissioned work for hire" for copyright purposes. To the extent the preparation of reports under this contract is not considered commissioned work for hire under federal law, Contractor, for itself and on behalf of its Subcontractors, hereby assigns all rights and interests in said reports, including any and all copyrights, to the Commission. Contractor shall secure the necessary assignments from its Subcontractors to effectuate the transfer of Subcontractors' rights and interests to the Commission. Subject to provisions of paragraph D, E and F, the Energy Commission hereby grants to Contractor a non-exclusive, non-transferable, royalty-free license to use, and copy said reports (or any portions thereof).

D. Nondisclosure

Contractor will not disclose data or disseminate the contents of the final or any progress report without written permission of the CAM, except as provided in E, below. Permission to disclose information on one occasion or at public hearings held by the Energy Commission relating to the same shall not authorize Contractor to further disclose and disseminate the information on any other occasion. Contractor will not comment publicly to the press or any other media regarding its report, or the Energy Commission's actions on the same, except to Energy Commission staff, Contractor's own personnel involved in the performance of this Agreement, or at a public hearing, or in response to questions from a legislative committee. Notwithstanding the foregoing, in the event any public statement is made by the Energy Commission or any other party, based on information received from the Energy Commission as to the role

Page 8 of 27 RFQ-25-401 Special Terms and Conditions Attachment 6 – Exhibit D Energy Code Compliance for Consulting Services Revised 6/27/24 Evaluation Support of Contractor or the content of any preliminary or final report, Contractor may, if it believes the statement to be incorrect, state publicly what it believes is correct.

E. Disclosure

Ninety days after any document submitted by the Contractor is deemed by the CAM to be a part of the public records of the State, Contractor may, if it wishes to do so at its own expense, publish or utilize a report or written document but shall include the following legend:

"LEGAL NOTICE"

"This report was prepared as a result of work sponsored by the California Energy Commission. It does not necessarily represent the views of the Energy Commission, its employees, or the State of California. The Energy Commission, the State of California, its employees, contractors, and subcontractors make no warranty, express or implied, and assume no legal liability for the information in this report; nor does any party represent that the use of this information will not infringe upon privately owned rights."

8. CONFIDENTIAL CONTRACTOR INFORMATION

A. Identification of Confidential Contractor Information

For the purposes of this Section, “Confidential Contractor Information” refers to information the Contractor has satisfactorily identified as confidential, and the Energy Commission has agreed to designate as confidential under Title 20 California Code of Regulations Section 2505. If applicable, all Contractor information considered confidential at the commencement of this Agreement is designated in an Attachment to this Exhibit.

B. Confidential Deliverables: Labeling and Submitting Confidential Information

Prior to the commencement of this Agreement, if applicable, the parties have identified in an Attachment to this Exhibit, specific Confidential Contractor Information to be provided as a deliverable. All such confidential deliverables shall be marked, by the Contractor, as “Confidential” on each page of the document containing the Confidential Contractor Information and presented in a sealed package to the Commission Agreement Officer. (Non-confidential deliverables are submitted to the Accounting Office.) All Confidential Information will be contained in the “confidential” volume: no Confidential Information will be in the “public” volume.

C. Submittal of Unanticipated Confidential Contractor Information as a Deliverable

The Contractor and the Energy Commission agree that during this Agreement, it is possible that the Contractor may obtain or develop additional data or information not originally identified as a confidential deliverable. In this case, Contractor shall follow the procedures for a request for designation of Confidential Information specified in 20 CCR 2505. The Energy Commission’s Executive Director makes the determination of confidentiality. Such subsequent determinations may be added to the list of confidential deliverables in an Attachment to this Exhibit.

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D. Disclosure of Confidential Contractor Information

Disclosure of Confidential Information by the Energy Commission may only be made pursuant to 20 CCR 2506 and 2507. All confidential data, records or deliverables that are legally disclosed by the Contractor or any other entity become public records and are no longer subject to the above confidentiality designation.

9. RECEIPT OF CONFIDENTIAL INFORMATION AND PERSONAL INFORMATION

A. Application

These special terms and conditions set forth information privacy and security requirements Contractor must follow if Confidential Information or Personal Information as defined herein is disclosed to Contractor, or is collected, created, maintained, stored, transmitted, or otherwise used by Contractor in the performance of this Agreement. Contractor must ensure that all individuals and entities participating in any way with this Agreement, including but not limited to its officers, employees, agents, subcontractors, subawardees, vendors, and other project partners, comply with this Section. Contractor must flow down this Section to all subcontracts, subawards, vendor agreements, and all other project partner agreements that will be provided access to Confidential Information or Personal Information before the individual or entity has access to any such information.

Contractor must also require all individuals and entities to flow-down this Section to any lower tier subcontractors, subawardees, vendors, project partners, and other individual or entity participating in any way with this Agreement that will be provided access to Confidential Information or Personal Information before the individual or entity has access to any such information.

B. Definitions

1) “Confidential Information” means information the Energy Commission has designated as confidential pursuant to Title 20 of the California Code of Regulations, Section 2505 et seq., information the Energy Commission has otherwise deemed or stated to be confidential, and other information exempt from Disclosure under the Public Records Act or any other applicable state or federal laws. Contractor may obtain confidential information from the Energy Commission or third parties on behalf of the Energy Commission for the performance of this Agreement.

2) “Disclose” or Disclosure” refers to the release, transfer, provision of, access to, or divulging in any manner of information outside the entity holding the information.

3) “Personal Information” means information that meets the definition of “personal information” in California Civil Code Section 1798.3(a) or one of the data elements set forth in California Civil Code Section 1798.29(g)(1) or (g)(2). Personal information is a type of confidential information and is therefore subject to all requirements for Confidential Information provided in this Agreement and applicable law.

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However, there are additional requirements specific to personal information, pursuant to subsection K.

4) “Security Incident” means the theft, loss, damage, unauthorized destruction, unauthorized modification, or any intentional, unintentional, negligent, inappropriate, or unauthorized release of any Confidential Information, data classified as confidential, sensitive, or personal, including critical infrastructure information.

C. Labeling

Confidential Information and Personal Information shared by the Energy Commission will be provided as follows:

1) List Describing Confidential Information and Personal Information. A description of Confidential Information and Personal Information that the Energy Commission anticipates it will provide to Contractor is attached as an appendix to this Exhibit. If the Energy Commission needs to add items after execution of this Agreement, the Energy Commission will update the list and provide a copy to Contractor; and

2) Identification of Confidential Information. Each individual item of Confidential Information and Personal Information will be visibly identifiable, regardless of file type, before the Energy Commission provides access to Contractor. The Confidential Information and Personal Information could be identified as a separate folder, workbook, document, field, electronic tag, etc.

D. Use and Disclosure Restrictions

Notwithstanding any other provision in this Agreement, Contractor and all individuals and entities participating in any way with this Agreement must:

1) Protect all Confidential Information and Personal Information from unauthorized Disclosure. This includes but is not limited to implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the privacy, confidentiality, security, integrity, and availability of Confidential Information, including electronic or computerized Confidential Information.

2) Promptly transmit to the Energy Commission’s Commission Agreement Manager all requests for Disclosure of any Confidential Information or Personal Information unless prohibited from doing so by applicable state or federal law.

3) Not use any Confidential Information or Personal Information for any purpose other than performing Contractor’s work under this Agreement.

4) Not Disclose any Confidential Information or Personal Information to anyone other than the Energy Commission without prior written authorization from the Energy Commission’s Commission Agreement Manager, except as otherwise specifically permitted by this Agreement, as provided in 20 California Code of Regulations, Sections 2506 and 2507, or when disclosure is required by State or Federal law.

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E. Information Security Program Plan

1) Attestation and Review: Before Contractor is provided access to Confidential Information or Personal Information, Contractor must attest, using a form provided by the Energy Commission, it has in place an Information Security Program Plan (ISPP) that meets or exceeds the minimum requirements as stated in the California State Administrative Manual Chapter 5300, Information Security (https://www.dgs.ca.gov/Resources/SAM), and any other applicable law. Further, the Energy Commission may, at its discretion, also request a copy of Contractor’s ISPP for review. After the Energy Commission’s review, the Energy Commission may choose whether to direct Contractor to perform work that involves Confidential Information or Personal Information.

2) Content: Contractor’s ISPP can be represented in a single document or a compilation of documents.

3) Implementation: Contractor must implement and maintain appropriate procedural safeguards to secure Confidential Information and Personal Information from Security Incidents and unauthorized use for the term of this Agreement. Contractor is responsible for the security and confidentiality of the Confidential Information and Personal Information under its control and the control of its employees, agents, subcontractors, and other project partners and follow the requirements of its ISPP.

F. Encryption All Confidential information and Personal Information accessed by Contractor must be encrypted in transit and at rest.

G. Computer Security Updates

Contractor must use computer, software and network systems that are updated with the latest security patches, upgrades, and virus software at all times Contractor has access to Confidential Information or Personal Information.

H. Nondisclosure Agreements

1) Need to Access Confidential Information or Personal Information. Contractor agrees to release Confidential Information and Personal Information only to the individuals who need to access such information to complete work under the Agreement. Contractor must ensure individuals properly handle and secure Confidential Information and Personal Information from unauthorized use or Disclosure, including signed nondisclosure agreements and security awareness training as described in this Section and Section I, Security Awareness Training, below.

2) Maintain Current List of Individual Employees. Contractor must maintain a current list, and keep past versions of it, of all individuals who have access to Confidential Information or Personal Information and the dates each individual has access. Contractor must remove individuals who are no longer

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3) Nondisclosure Agreement. Contractor must ensure all individuals who will have access to Confidential Information or Personal Information are provided a copy of, and comply with, these special terms and conditions. Contractor must ensure that individuals sign a nondisclosure agreement provided by the Energy Commission before being provided access to Confidential Information or Personal Information.