23NC1200_RFP_Secondary_Solicitation.pdf

STATE OF CALIFORNIA GAVIN NEWSOM, Governor

PUBLIC UTILTIES COMMISSION

505 VAN NESS AVENUE

SAN FRANCISCO, CA 94102

California Public Utilities Commission (CPUC) Request for Proposal (RFP) – Secondary Number 23NC1200

For:

Evaluation of the TNC Industry

September 23, 2024

The California Public Utilities Commission (CPUC) invites you to review and respond to this Solicitation. In submitting your response, you must comply with the instructions found herein.

This is an open solicitation for private entities, non-profit organizations, the University of California, California State University Foundations, and other governmental entities.

Before submitting a response to this solicitation, interested parties should read and review the entire solicitation including any attachments, all referenced web addresses, and any regulations, orders, and statutes cited.

Note that all agreements entered into with the State of California will include by reference General Terms and Conditions (GTC 4/2017) and Contractor Certification Clauses (CCC 4/2017) that may be viewed and downloaded at the following internet site: https://www.dgs.ca.gov/OLS/Resources/Page- Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language.

If you do not have Internet access, a hard copy can be provided by contacting the point of contact listed below. By submitting a proposal your firm agrees to the terms and conditions stated in this RFP and the proposed contract.

Any questions regarding the solicitation or terms and conditions of the proposed contract must be submitted by the deadline listed in the key action dates. Terms and conditions will not be negotiated after contract award.

Solicitation Responses are due October 24, 2024, by 10:00 a.m. Pacific Time. If you have questions or need any clarification of information contained herein, please send your questions via e-mail to the assigned CPUC Point of Contact below by the date as specified in the Key Action Dates.

CPUC Point of Contact:

Michelle Thibeaux-Smith michelle.thibeaux-smth@cpuc.ca.gov https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

California Public Utilities Commission RFP Number 23NC1200

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

1. Background

Summary

The California Public Utilities Commission (CPUC or Commission) has regulatory authority over prearranged passenger transportation, including Transportation Network Companies (TNCs), which provide prearranged passenger transportation services for compensation using an online-enabled application or platform to connect passengers with drivers using a personal vehicle. The CPUC’s Consumer Protection and Enforcement Division (CPED) has two branches that specialize in transportation, the Transportation Licensing and Analysis Branch (TLAB) and the Transportation Enforcement Branch (TEB), whose functions include advisory services to decision-makers in open rulemakings, safety oversight, licensing, and enforcement.

In this solicitation, CPED seeks a consultant or consultant team with expertise in sexual harassment and sexual assault law, policy, and the protocols of businesses to prevent and respond to claims of sexual harassment or assault and experience or familiarity with the Commission’s decision-making process. CPED will use the consultant’s deliverables to inform future policy actions of the Commission and/or other actions to ensure compliance with the Commission’s rules for the TNC industry. Specifically, CPED seeks a consultant to:

• Evaluate the California TNC industry’s existing protocols and practices for classifying and reporting violence, including sexual violence (referred to as a “taxonomy”); and

• Develop and recommend industry-wide best practices for receiving, reporting, and responding to complaints of violence, including sexual violence.

o This includes training programs for drivers and employees of TNCs and their sexual harassment and sexual assault claims investigations protocols.

The Contractor must develop a scalable work plan taking into consideration the size of the TNC industry and individual TNCs. These deliverables are described in detail in Section 3: Tasks and Deliverables below.

Settlement Agreement between CPED, Uber, and RAINN

As an outcome of Alternative Dispute Resolution, on December 2, 2021, the CPUC adopted Decision (D.) 21-12-003, which approved the settlement agreement between CPED, Uber Technologies, Inc. (Uber), and the Rape, Abuse & Incest National Network, Inc. (RAINN).

D.21-12-003 required “(1) an evaluation of the California TNC industry’s existing protocols and practices for classifying and reporting violence, including sexual violence, and (2) the development and recommendation of industry-wide best practices for receiving, reporting, and responding to complaints of violence, including sexual violence.”

This evaluation is designed to assess the efficiency and effectiveness of TNCs’ existing internal controls and the degree to which the TNCs are following internal procedures, CPUC decisions, and applicable California laws regarding physical and sexual violence.

The evaluation will be used to support the CPUC’s Rulemaking proceeding and further develop the record to understand and address how complaints of violence, including sexual violence (sexual assault and/or sexual harassment), are filed and processed in the TNC industry, and to understand what measures the TNCs have in place to promote and ensure safety along with any recommendations for the Commission’s consideration.

Decision Adopting Uniform Taxonomies for Sexual Assaults and Harassments and a Framework for Adopting Training, Investigations, and Reporting Protocols

On June 23, 2022, the Commission adopted D. 22-06-029, which approved interim uniform taxonomies for sexual assault and/or sexual harassment incidents that TNCs must use for their Annual Reports.

D. 22-06-029 Ordering Paragraph 3 states:

3. The taxonomies for sexual assault and/or sexual harassment adopted herein shall be updated following an industry-wide evaluation, informed, or conducted by industry experts, of the California TNC industry’s existing protocols and practices for classifying and reporting violence, including sexual violence. The settlement funds from Decision 21-12-003 may be devoted to such an evaluation and development of best practices, as described in the settlement.

D. 22-06-029 also requires that TNCs establish a framework for training, investigating, and reporting protocols.

Ordering Paragraph 5 states: 5. Each Transportation Network Company’s (TNC’s) sexual assault and/or sexual harassment training program described herein shall be updated as necessary following an industry- wide evaluation, informed, or conducted by industry experts, of industry-wide education, outreach, and training on all forms of sexual violence, for the passenger carrier industry, including TNCs. The settlement funds from Decision 21-12-003 may be devoted to such an evaluation and development of best practices, as described in the settlement.

Ordering Paragraphs 9 and 11 state, respectively:

9. Transportation Network Companies shall implement the claims investigation manual requirements as determined by the Commission following the development and recommendation of industry-wide best practices, informed, or conducted by industry experts, for receiving, reporting, and responding to complaints of violence, including sexual violence.

11. The claims investigation requirements for sexual assault, assault, sexual harassment, and harassment adopted herein shall be updated following the development and recommendation of industry-wide best practices, informed, or conducted by industry experts, of the California Transportation Network Company industry’s existing protocols and practices for receiving, reporting, and responding to sexually based complaints.

Fulfilling the obligations under D. 22-06-029 will ensure processes are built on a standard, consistent way of managing complaints of violence, including sexual violence (sexual assault and/or sexual harassment). Doing so will standardize the process for the regulated industry on how information and evidence are collected and classified for each claim, how communication guidance internally and externally by the TNCs, and ensure that individuals involved in the claim receive appropriate training and education.

The Contractor will be responsible for reviewing existing practices and protocols for processing complaint claims of violence, including sexual violence (sexual assault and/or sexual harassment), for each TNC permitted to operate in California; and the development and recommendation of industry-wide best practices for receiving, reporting, and responding to complaints of violence, including sexual violence (sexual assault and/or harassment).

2. Statement of Work

This Scope of Work (“SOW”) describes the services the Contractor shall provide to yield information to the CPUC to aid in data-informed regulation. The Contractor shall review all current registered and permitted California TNCs’ existing protocols and practices for classifying and reporting violence, including sexual violence (sexual assault and/or sexual harassment) claims and complaints, pursuant to Decision (D.) 21-12-

003. No work will be performed under the contract awarded under this Request for Proposal (RFP) until a contract has been successfully executed and without prior approval to start work by the assigned CPUC Contract Manager. The performance of the contract associated with this RFP includes all administrative costs associated with the statement of work and any costs associated with compliance with all government requirements.

As described below, the Contractor must develop a scalable work plan taking into consideration the size of the TNC. In addition, the Contractor will research and propose best practices worldwide for protocols to protect public safety through a standard training program, standardized taxonomies, and standardized claims investigation requirements that may include manual investigation requirements where claims are investigated by the TNCs staff and managers.

The Contractor and any subcontractors will be required to sign a Non-Disclosure Agreement (NDA) to protect confidential and proprietary information.

At a minimum, the Contractor must have the capability to send and receive information via Secure FTP using tools such as Kiteworks.

Defined Terms:

Best Practices – Commercial or professional procedures that are accepted or prescribed as being correct or most effective.

Complaints -- Reports of violence, including sexual violence (sexual assault and/or sexual harassment).

Secure File Transfer Protocol (Secure FTP) - An encrypted version of File Transfer Protocol (FTP) that will provide encryption to data transmitted from one computer to another computer.

Taxonomy – A system concerned with classification and/or systematics.

3. Task and deliverables

Task 1 – Work Plan Contractor shall develop a work plan for the TNC industry evaluation that addresses the requirements in this SOW.

Deliverable 1 – Work Plan

A work plan that includes strategies and methodologies to successfully meet and complete all deliverables. The work plan must establish a clear and effective methodology to track and verify all the terms, requirements, and conditions that TNCs are required to meet under D. 22-06-029 and the settlement agreement adopted in D. 21- 12-003 Section E 4(b). The work plan must include an adaptable method that accounts for reviews of TNCs that vary in size from large TNCs, such as Uber and Lyft, to smaller TNCs, like HopSkipDrive. The work plan must contain, but not be limited to, a detailed cost estimate for each deliverable, estimated hours to spend on each deliverable, a list of staff assigned to each deliverable, including hourly rates, and a Gantt chart with milestones and goals, and a thorough description on the process the contractor will take for meeting the expected outcomes of each task/deliverable. The work plan will be due on or before COB 5 PM (PST) [January 8, 2025].

Task 2 – In-Person Kickoff Meeting

The Contractor will attend an in-person kickoff meeting at 505 Van Ness Avenue, San Francisco, California 94102, and subsequent in-person or virtual meetings with CPUC representatives and each TNC to discuss the evaluation's progress.

The contractor must prepare for, lead the evaluation kickoff meeting, and initial subject matter expert interviews with the TNCs at each company’s CA headquarters or an agreed-upon location.

Deliverable 2 – In-person kickoff meeting with representatives from CPUC and each TNC. The meeting time is to be determined, but the date is set for [January 15, 2025]

Task 3 – Taxonomy Evaluation

Contractor shall evaluate the TNC taxonomy for violence (assault and harassment) incidents in the industry, including the taxonomy for sexual violence (sexual assault and sexual harassment) adopted in D. 22-06-029. The Contractor shall research, analyze, and document taxonomy structures for violence, including sexual violence incidents, found nationally and/or internationally to determine the optimal structure for TNCs to maintain consistency in definitions, language, and terminology when reporting incidents of violence, including sexual violence. The Contractor shall recommend prioritized changes for uniform sexual assault and/or sexual harassment taxonomies for the Commission to adopt in a future proceeding and the basis for each recommendation.

Deliverable 3 – Draft Report: Taxonomy

The draft report shall include sections on research analysis, documentation, and recommendations with a supportive basis for each recommendation.

i. The report shall adhere to a report template provided by the Contractor and approved by the CPUC.

ii. The template shall require, among other sections: an Executive Summary written in a narrative form summarizing the methods, findings, and recommendations; an Appendix that includes all documentation obtained, including summaries of communications and meetings between the Contractor and TNCs.

iii. The Contractor will submit an electronic version of the draft report in Microsoft Word to the CPUC Contract Manager and/or designated CPUC staff for compliance review of the SOW requirements. The report will be due on or before COB 5 PM

(PST) [April 9, 2025].

Task 4 – Final Report: Taxonomy The Contractor shall prepare a comprehensive final report that incorporates the CPUC Contract Manager’s feedback on Deliverable 2. The report will include a full review of the taxonomy for violence, including sexual violence, in the California TNC industry.

Deliverable 4 – Final Report: Taxonomy

The final report shall include sections on research analysis, documentation, and recommendations on best practices for the TNC industry.

i. The Contractor shall submit an electronic version of the final report in Microsoft

Word to the CPUC Contract Manager and/or designated CPUC staff.

ii. The Final Report will be due on or before COB 5 PM (PST) [May 21, 2025].

Task 5A – TNCs Training Evaluation The Contractor shall evaluate the TNCs' current training processes and protocols for TNC drivers and TNC staff, including the extent to which processes and protocols are balanced with details of complaint information while protecting victims from further traumatization, and recommend updated uniform training across the TNC industry, as appropriate.

Research, analyze, and document each TNCs current training practices and guidelines for staff and drivers regarding sexual violence.

i. Recommend best practices for training that are applicable to TNCs staff and drivers.

Prioritize changes for TNCs to adhere to and for Commission staff to consider for compliance and/or enforcement action, as appropriate for each recommendation.

ii. Recommend a time-based policy (i.e., annually, bi-annually, etc.) that ensures all TNCs staff and drivers are current and up to date in training for violence, including sexual violence.

Task 5B – Training Practices Research

The Contractor shall also research, analyze, and document any specific training practices in different industries nationally and/or internationally for staff that work directly with complaints of violence, including sexual violence. Based on the evaluation, the Contractor shall develop recommendations to enhance the TNCs’ training process on receiving and responding to complaints regarding, but not limited to, violence, including sexual violence.

i. Identify and compile findings from different industries and ensure they are applicable to the TNC industry.

ii. Recommend best training practices that apply to all TNCs’ staff who work directly with complaints of violence, including sexual violence.

iii. Recommend a time-based policy (i.e., annually, bi-annually, etc.) that ensures all

TNCs’ staff who work directly with complaints of violence, including sexual violence are current and up to date in training for violence, including sexual violence.

Deliverable 5 – Draft Report: Training

The draft report shall include sections on research analysis, documentation, and recommendations from Tasks 4A and 4B.

i. The report shall adhere to a report template provided by the Contractor and approved by the CPUC.

ii. The template shall require, among other sections: an Executive Summary written in a narrative form summarizing the methods, findings, and recommendations; an Appendix that includes all documentation obtained, including summaries of communications and meetings between the Contractor and TNCs.

iii. The Contractor will submit an electronic version of the draft report in Microsoft Word to the CPUC Contract Manager and/or designated CPUC staff for compliance

(PST) [August 13, 2025].

Task 6 – Final Report on Training

The Contractor shall prepare a comprehensive final report that incorporates the CPUC Contract Manager’s feedback on Deliverable 4. The report will include a full review of training processes and protocols for violence, including sexual violence in the California TNC industry.

Deliverable 6 – Final Report on Training

The final report shall include sections on research analysis, documentation, and recommendations on best practices for the TNC industry.

ii. The Final Report will be due on or before COB 5 PM (PST) [September 24, 2025].

Task 7A Evaluation of worldwide policies and procedures regarding violence including sexual assault in different industries compared to the TNC industry

i. The Contractor shall research, analyze, and document worldwide policies, procedures, and practices involving violence, including sexual violence, in different industries, including in the Contractor’s expertise, related to the investigation and processing of complaint claims of violence, including sexual violence (sexual assault and/or sexual harassment). Determine best practices and the effectiveness and efficiencies related to the investigation and processing of violence complaints, including sexual violence (sexual assault and/or sexual harassment).

ii. Evaluate each TNC’s existing protocols and practices involving violence, including sexual violence, against these findings. Recommend industry-wide best practices for investigating and processing complaints involving violence, including sexual violence (sexual assault and/or sexual harassment) for TNCs to adhere to and for the Commission to consider for compliance and/or enforcement action. Review policies, procedures, and regulations. Document and evaluate the use of nationally and/or internationally recognized standards. Evaluate the effectiveness and efficiency of each TNC’s decision- making process as it relates to complaints of violence, including sexual violence (sexual assault and/or sexual harassment) based on evidence gathered from other industries. Review the processing time of each step in the process for each TNC. Evaluate the capacity of the TNCs staff’s workload regarding complaints of violence, including sexual violence, against non-violent complaints. Outline standards used to measure the effectiveness of TNCs processes.

Task 7B – TNC Investigation and Reporting Processes Evaluation The Contractor shall research, analyze, and document each TNC staff’s investigation and reporting process regarding violence, including sexual violence (sexual assault and/or sexual harassment) complaints. Recommend prioritized changes for TNCs to adhere to and for the Commission to consider for compliance and/or enforcement enhancements.

i. Review each TNC’s current practices and procedures for obtaining incident information regarding violence, including sexual violence to allow TNCs (and CPUC) to understand what safeguards should be implemented to prevent recurrence and reduce the number of future incidents.

iii. Research, analyze, and document the process and procedure for how complaints involving violence, including sexual violence (sexual assault and/or sexual harassment) are identified, measured, classified, categorized, investigated, and resolved. Review compliance with TNC policies and procedures, and CPUC regulations. Review background checks of TNC drivers and passenger ride history involved in the investigation process. Review the data system and/or technology used to process complaints. Review how complaints are validated.

Task 7C – TNC Claims Investigation Manual Evaluation

The Contractor shall research, analyze, and document each TNC’s current Claims Investigation Manual. Propose guidelines for a Claims Investigation Manual for all regulated TNCs, as appropriate, that includes, but is not limited to, safety protocols and procedures that must be followed regarding violence, including sexual violence including questions to ask the victim of a sexual assault and/or sexual harassment, the perpetrator, and any third- party witnesses.

Deliverable 7 - Draft Report on Industry-wide Evaluation of TNCs Existing Protocols and Practices

The report will include a full review of the evaluation of the California TNC industry’s practices and protocols for classifying and reporting violence, including sexual violence, and the development and recommendation of industry-wide best practices for receiving, reporting, and responding to complaints of violence, including sexual violence.

The deliverable shall be a single draft report that includes sections on research analysis, documentation, and recommendations from tasks 6A through 6G.

i. The draft report shall adhere to a report template provided by the Contractor and approved by the CPUC.

ii. The template shall require, among other sections: an Executive Summary written in a narrative form summarizing the methods, findings, and recommendations; an Appendix that includes all documentation obtained, including summaries of communications and meetings between the Contractor and TNCs.

iii. The Contractor will submit an electronic version of the draft report in Microsoft Word to the CPUC Contract Manager and/or designated CPUC staff for compliance

(PST) [December 17, 2025].

Task 8 - Final Report on Industry-wide Evaluation of TNCs’ Existing Protocols and Practices The Contractor shall prepare a comprehensive final report that incorporates the CPUC Contract Manager’s feedback on Deliverable 6. The report will include a full review of the evaluation of the California TNC industry’s practices and protocols.

Deliverable 8 - Final Report on Industry-wide Evaluation of TNCs’ Existing Protocols and Practices The deliverable shall be a final report that includes sections on research analysis, documentation, and recommendations on best practices for the TNC industry.

ii. The Final Report will be due on or before COB 5 PM (PST) [January 28, 2026].

Task 9 – Communications and Meetings

The Contractor will conduct monthly status meetings with the CPUC team to discuss the progress of the evaluation. The Contractor will provide an itemized progress report prior to the meeting.

The Contractor will conduct monthly status meetings with the CPUC and TNCs to discuss status and next steps.

The Contractor will be responsible for preparing the agenda, taking meeting minutes for all CPUC and external meetings and maintaining the documentation in the designated CPUC document repository.

The Contractor will coordinate and communicate with each regulated TNC for review and evaluation purposes. The CPUC Contract Manager must be included in the correspondence between the Contractor and the TNCs for all requests for information.

The Contractor will maintain adequate and timely communication with the CPUC Contract Manager and/or designated CPUC staff at all times to discuss issues or concerns regarding the Contract and/or work activities in performing the evaluation objectives. At a minimum, the Contractor will send weekly email updates to the CPUC representative to update the CPUC on work performed, deliverables achieved, and changes in expectations for deliverables.

The Contractor will identify and develop content for public dissemination on the CPUC’s Website about the interim and final findings of the evaluation.

Deliverable 9.1 – Monthly Status Meetings The Contractor is to provide an itemized progress report, in either Word or PDF format, detailing which deliverables and/or tasks were completed and how, The Contractor should include the hours spent on the following deliverables and/or tasks, resources used, and any difficulties involved in implementing the Contractor’s work plan. This itemized progress report will be presented to CPUC three days prior to a scheduled meeting, including an agenda, orchestrated by the Contractor to discuss progress as well. The Contract Manager will review and, if completed, will accept, and approve the work prior to invoicing.

Deliverable 9.2 – Monthly Meetings with the TNCs

The Contractor is to conduct monthly meetings with CPUC and the TNCs to provide status updates to and next steps for the TNCs.

Deliverable 9.3 – Communications Log The Contractor will develop and retain a detailed Communications Log describing when the Contractor participated and gathered with CPUC and external stakeholders. Due five (5) business days after the end of each month.

The Log must include the following:

• Type of Communication (i.e. kickoff meeting, monthly status meetings, ad hoc communications).

• Objective

• Date and Time

• Method of Communication (i.e. email, phone, virtual meeting, in-person meeting)

• Frequency

• Recipients/Participants

• Person Responsible

• Discussion/Summary

• Deliverable

• Action Items

The Communications Log can include tabs for communication between:

• The contractor and the TNCs (individual tabs for each TNC)

• The contractor and CPUC

• The contractor, CPUC, and the TNCs

The Log must be provided to the CPUC Contract Manager and/or designated CPUC staff monthly for review and accessible to staff in a shared location available to both the Contractor and CPUC.

Deliverable Due Dates

• Updated below (estimating Solicitation posting date of September 23, 2024):

Deliverables Due Dates

Deliverable 1 – Work Plan January 8, 2025

Deliverable 2 – In-person kick-off meeting January 15, 2025

Deliverable 3 – Draft Report: Taxonomy April 9, 2025

Deliverable 4 – Final Report: Taxonomy May 21, 2025

Deliverable 5 – Draft Report: Training August 13, 2025

Deliverable 6 – Final Report: Training September 24, 2025

Deliverable 7 – Draft Report on Industry-wide Evaluation of TNCs Existing Protocols and

Practices

December 17, 2025

Deliverable 8 – Final Report on Industry-wide Evaluation of TNCs Existing Protocols and

Practices

January 28, 2026

Deliverable 9.1 – Monthly Status Meeting (Internal) Submit Progress Reports and Agenda 3 business days prior to the Monthly Status

Meetings Deliverable 9.2 – Monthly Meetings with the TNCS Monthly meetings to be held a week after the

Internal Monthly Status Meetings Deliverable 9.3 – Communication Log Due 5 business days after the end of each month

4. CPUC Responsibilities Review, approve, and maintain all draft, final reports, and meeting logs provided by the

Contractor.

CPUC Project Manager to review and approve itemized progress reports, if work is completed to standard, for invoicing.

Provide Contractor with codes, regulations, and proprietary information that may assist the Contractor regarding TNCs.

5. Location

Work will be performed primarily at the Contractor’s offices. Contractor may conduct services at 505 Van Ness Avenue, San Francisco, CA 94102, in a reserved conference room.

6. Term

The term of this agreement will be for one (1) year and two (2) months. The estimated term of the agreement will be from December 17, 2024, or upon approval by the Department of General Services (DGS), whichever is later, through March 26, 2026.

The Contractor shall perform services during normal business hours 8:00 AM to 5:00 PM PST, Monday through Friday, except State of California holidays as per the California Department of Human Resources.

7. Contact Information

The Contract Representatives during the term of this Agreement:

Direct all Administrative inquiries to:

State Agency: Public Utilities Commission Contractor:

Section/Unit: Consumer Protection and Enforcement Division

Name: Rahmon Momoh Name:

Phone: (415) 816-5754 Phone:

State Agency: Public Utilities Commission Contractor:

Section/Unit: Contracting Unit

Name: Michelle Thibeaux-Smith Name:

Phone:

Email: michelle.thibeaux-smith@cpuc.ca.gov Email:

mailto:michelle.thibeaux-smith@cpuc.ca.gov

EXHIBIT B - BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Payments

As compensation for the services specified in Exhibit A and upon receipt and approval of Contractor invoices by the CPUC, the Contractor shall be entitled to a sum not to exceed the total dollar amount noted on the STD 213 and/or its Amendment. Payments shall be based on the rates and or schedule as set forth and specified in Exhibit B-1, Cost Sheet which is attached hereto and made a part of this Agreement.

If Contractor discovers it has received an overpayment, Contractor must notify the State and refund the overpayment immediately.

B. Invoice Details

Each invoice shall include the following details:

I. Contract Number II. Contractor Name

III. Contractor Billing Address IV. Itemized Cost Per Deliverable V. Total Invoice Amount

VI. Invoice Number VII. Invoice Date

VIII. Service Date(s) IX. Contact Information X. Retention Amount to be Withheld

XI. SB/DVBE Certification Number

Any invoiced items which are not included in the accepted Cost Sheet, will automatically be rejected, and denied for payment.

Should an invoice be disputed, Contractor will correct any/all disputed items on the invoice and resubmit the invoice as indicated above. Failure to provide and resubmit corrected invoice will result in a delay of payment.

C. Invoice Submission

Contractor shall submit the invoice in duplicate (including original invoice) not more frequently than monthly in arrears to:

APInvoice@cpuc.ca.gov

OR

California Public Utilities Commission

Fiscal Office, Room 3000 505 Van Ness Avenue

San Francisco, CA 94102 ATTN: Account Payable Technician

D. Travel

Travel costs will not be reimbursed by CPUC separately. Contractor’s rates shall include all travel expenses required to perform the services in accordance with this Agreement.

E. Reporting Requirement of Small Business and DVBE Subcontractors

The Contractor invoices shall include a subtotal that enumerates the amounts spent on DGS certified Small Business and DGS certified DVBE subcontractors for the period of the invoice, and a total-to-date for Small Business and DVBE spending. This requirement is in addition to reporting requirement of Section 19 of Exhibit C, General Terms and Conditions.

Pursuant to Mil. & Vet. Code Section 999.7, ten thousand dollars ($10,000) will be withheld from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of subdivision (d) of Mil. & Vet. Code Section 999.5. This requires the Prime contractor to fill out and submit a STD 817 form certifying the actual amount paid to DVBE subcontractors. Prime contractor shall be given 30 days’ notice to cure the defect. If, after 30 calendar days from the date of notice, the prime contractor refuses to comply with the certification requirements, CPUC shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000).

F. Progress Payments and Retention Withholdings

Progress payments will be made on the basis of completion of specific deliverables or sub-deliverables, subject to the approval of CPUC. Ten percent (10%) retention shall be withheld from each invoice, including billable hours and expenses, if applicable. The retention shall become payable upon the satisfactory completion of the Agreement or at the completion of each separate deliverable if the specific deliverable is not a foundation for succeeding deliverables leading to the completion of a finished project, report, or plan.

mailto:APInvoice@cpuc.ca.gov

G. Retention of Records and Audit Requirement

The Contractor’s invoices will be subject to a financial audit by CPUC at any time within three (3) years of completion of the work.

2. Budget Contingency Clause

A. 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 CPUC shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the CPUC shall have the option to either cancel this Agreement with no liability occurring to the CPUC or offer an agreement amendment to 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 C - GENERAL TERMS AND CONDITIONS

The General Terms and Conditions, GTC 04/2017 will be included and adhere to in the Agreement by reference to the following link:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List- Folder/Standard-Contract-Language

If Contractor does not have Internet access, a hard copy will be provided by contacting the State’s Contract Manager listed in the scope of work.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

EXHIBIT D, SPECIAL TERMS AND CONDITIONS

1. Excise Tax

The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another state.

2. Dispute Resolution

A dispute for purposes of this section is a disagreement between Contractor and CPUC in the performance of the Agreement, which is unable to be resolved between Contractor and Program Staff (“Dispute”). In the event of a Dispute, Contractor shall file a "Notice of Dispute" with the California Public Utilities Commission, Executive Director, or designee within ten (10) days of discovery of the problem. Within ten (10) days, the Executive Director or designee shall meet with the Contractor and Contract Manager for purposes of resolving the dispute. The decision of the Executive Director or designee shall be final.

In the event of a dispute, the language contained within this Agreement shall control over any other.

State reserves the right to issue an order to stop work in the event that a dispute should arise, the stop work order will be in effect until the dispute has been resolved.

3. Subcontracts

A. No work shall be subcontracted without the prior approval of the State’s Contract Manager.

Upon termination of any subcontract, the State shall be notified immediately.

B. If the terminated subcontractor is a DVBE, the contractor must replace that subcontractor with another DVBE subcontractor, and such replacement must be approved by the Commission. Failure to adhere to DVBE Participation will be reported to DGS DVBE program for possible enforcement action, including without limitation be cause for contract termination and recovery of damages under the rights and remedies due the state under the default section of the contract.

C. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of his responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of 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. The Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

D. It is the intention of the parties than no subcontractors shall be deemed an employee of the State. Contractor agrees to take any and all actions necessary to comply with this intention.

E. Failure of a subcontractor to perform for any reason shall not relieve Contractor of the responsibility for competent and timely performance of duties under this contract.

5. Commission Staff

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

Contractor will not be permitted to use State personnel for the performance of services which are the responsibility of Contractor.

6. Commencement of Work

Performance will start not later than five (5) business days, or on the express date set by the State and the Contractor, after all approvals have been obtained and the agreement is fully executed. Should the Contractor fail to commence work at the agreed upon time, the State upon five (5) days written notice to the Contractor, reserves the right to terminate the agreement. In addition, the Contractor will be liable to the State for the difference between Contractor's bid price and the actual cost of performing work by another contractor.

7. Ownership of Data

Data developed for this contract shall become the property of the State. Contractor shall not disclose data without the permission of the Commission’s Contract Manager. Each report shall also become the property of the State and shall not be disclosed except in such manner and such time as the Commission’s Contract Manager may direct, with the exception of data which have become part of the public records of the State, as discussed in Paragraph 7.

8. Confidentiality of Data/Nondisclosure Agreement

The Contractor, by signing this agreement recognizes they may be required to have access to data, information and documents within the knowledge and possession of various entities under the regulatory jurisdiction of the Commission. The Contractor recognizes that some of this data, information and documents may be proprietary, confidential, or privileged in nature.

The Contractor further recognizes that Commission Staff has broad statutory authority to compel the production of such information subject to the provisions of Public Utilities Code 583 and General Order 66-D. The Contractor understands that these legal provisions generally preclude public disclosure of information obtained in confidence except during the course of a public hearing or with permission of the Commission.

https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=583.&lawCode=PUC https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=583.&lawCode=PUC https://www.cpuc.ca.gov/-/media/cpuc-website/proceedings-and-rulemaking/documents/d-2109020-correcting-d-2008031-go-66d.pdf

The Contractor acknowledges that it has received a copy and read Public Utilities Code Section 583 and General Order 66-D and agrees to be subject to and to fully comply with these legal provisions in discharging its responsibilities. Such compliance includes abiding by the terms of prohibiting public disclosure of confidential information and submitting to the jurisdiction of the Commission for the purposes of enforcing Public Utilities Code Section 583.

The Contractor further recognizes that the data, information and documents obtained during the course of its work for the Commission may be subject to other requirements for nondisclosure which include, but are not limited to, attorney work product privilege, the official information privilege, the attorney-client privilege, and other prohibitions precluding disclosure of confidential information and Contractor may not disclose such data, information and documents without the prior written consent of the Commission or its Staff..

The Contractor agrees not to disclose any information regarding its work to third parties except with the Commission Staff’s express prior written consent, and to return all data, information and documents obtained during the course of the Agreement immediately upon request or termination. The Contractor agrees to immediately notify the Commission Staff of any inquiries from third parties which request disclosure of any data, information, or documents.

The Contractor will not comment publicly to the press or any other media regarding its work, or the Commission’s action on the same, except to the Commission Staff, Signatory’s own personnel and/or subcontractors involved in the completion of tasks under this agreement, or at a public hearing, or in response to questions from a legislative committee.

In addition, the Signatory agrees that prior to commencement of any work associated with this Agreement, the signatory shall: (1) provide a copy of this section of the Agreement, Public Utilities Code Section 583 and General Order 66-D to all who will be performing tasks under this Agreement; and (2) inform all those working under this Agreement that they are bound by these legal provisions and must comply with Confidentiality of Data Agreement/Nondisclosure Section.

The requirements of this Section are in addition to, not in substitution, of any separate Non- Disclosure Agreement or similar agreement which may be required by Commission Staff prior to accessing CPUC data, information, or documents

Ninety days after any document submitted has become a part of the public records of the State, Contractor may at its own expense, publish or utilize the same but shall include the following legend:

LEGAL NOTICE

This report was prepared as an account of work sponsored by the California Public Utilities Commission. It does not necessarily represent the views of the Commission or any of its employees except to the extent, if any, that it has formally been approved by the Commission at a public meeting. For information regarding any such action, communicate directly with the Commission at 505 Van Ness Avenue, San Francisco, California 94102. Neither the Commission nor the State of California, nor any officer, employee, or any of its contractors or subcontractors makes any warranty, express or implied, or assumes any legal liability whatsoever for the contents of this document.

9. Termination for Convenience

State may at its option terminate this contract, with or without cause, at any time upon giving thirty (30) days’ notice in writing to Contractor. In such event, Contractor agrees to adhere to the instructions provided in such termination notice, including immediately stopping work, and to use all reasonable efforts to mitigate its expenses and obligations hereunder. In such event, State shall pay Contractor for all services satisfactorily rendered prior to such notice of termination and for all reasonable expenses incurred by Contractor prior to said termination which are not included in charges for service rendered prior to termination and which could not by reasonable efforts of Contractor have been avoided.

10. Termination in Event of Breach

In the event of any breach of this contract after notice and failure to cure a default, the State may without any prejudices to any of its other legal remedies terminate this contract upon five days’ written notice to the Contractor.

11. Waiver

No waiver of any breach of this contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this contract shall be taken and construed as cumulative: that is, in addition to every other remedy provided herein or by law. The failure of 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 provision nor in any way to affect the validity of this agreement or any part thereof or the right of State to thereafter enforce each and every such provision.

12. Gratuities

A. The State may, by written notice to the Contractor, terminate the right of Contractor to proceed under this contract if it is found, after notice and hearing by the State or by Executive Director of the Public Utilities Commission or duly authorized representative, that gratuities were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing a contract, securing favorable treatment with respect to award amendment, or the evaluation of performance of such contract, provided that the facts upon which either the Commission or the Executive Director makes such findings may be reviewed in any competent court.

B. In the event this contract is terminated, State shall be entitled (i) to pursue the same remedies against Contractor as it could pursue in the event of the breach of the contract by the Contractor, and (ii) to a penalty in addition to any other damages to which it may be entitled by law, and to exemplary damages in an amount which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee.

The rights and remedies of State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

13. Conflict of Interest

Contractor agrees to refrain from entering into any relationship which could result in a conflict of interest in the performance of this Agreement; and to notify the Commission’s Contract Manager promptly of any potential conflict of interest, including subcontractors. The Commission may exercise its option to terminate this Agreement if a conflict is found.

14. Complete Agreement

Other than as specified herein, no document or communication passing between the parties hereto shall be deemed a part of this Agreement.

15. Captions

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 to the clauses to which they appertain.

16. Force Majeure

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of performance constitutes default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows: Acts of war and acts of god such as earthquakes, floods, and other natural disasters such that performance is impossible.

17. Tax Delinquencies

Public Contract Code Section 10295.4 provides that a State agency shall not enter into any contract for goods or services with a contractor whose name appears on either list of the 500 largest tax delinquencies pursuant to Section 7063 or 19195 of the Revenue and Taxation Code.

Franchise Tax Board (FTB) and California Department of Tax and Fee Administration (CDTFA) will post and periodically update lists of the 500 largest tax delinquencies on their websites as required by law. If the Commission determines that the Contractor or any of its subcontractors are on either the FTB or CDTFA list at any time before or during the contract term, this will be grounds for termination of the contract.

18. Registration with Secretary of State

All business entities doing business within the State must be admitted and registered with the State of California Secretary of State and maintain applicable State of California licenses as required by law. All businesses who do not possess active State of California licenses required to perform the contract services in the scope of work, or who are not admitted or registered with the Secretary of State as required by law during the Agreement term may have their Agreement terminated at the discretion of the Commission.

19. Amendments

A. 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 this Agreement is binding on any of the parties.

B. CPUC reserves the right to amend this Agreement through a formal written amendment, signed by the parties, for additional time and/or…