23NS0619_IFB_Surplus_Equipment_Disposal_Services.pdf

STATE OF CALIFORNIA GAVIN NEWSOM, Governor

PUBLIC UTILTIES COMMISSION

505 VAN NESS AVENUE

SAN FRANCISCO, CA 94102

California Public Utilities Commission (CPUC) Invitation for Bid (IFB) Solicitation Number 23NS0619

For:

(Multiple Award) Surplus Equipment Disposal Services

March 28th, 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.

Responses are due May 14th, 2024 by 10:00 AM 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:

Luke Wainscott

Luke.Wainscott@cpuc.ca.gov mailto:Luke.Wainscott@cpuc.ca.gov

California Public Utilities Commission Invitation For Bid (IFB) 23NS0619

Table of Contents

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

EXHIBIT B - BUDGET DETAIL AND PAYMENT PROVISIONS

EXHIBIT C – GENERAL TERMS AND CONDITIONS (GTC 04/2017)

EXHIBIT D - SPECIAL TERMS AND CONDITIONS

2. MINIMUM QUALIFICATIONS

3. ADMINISTRATIVE INFORMATION

4. SUBMISSION REQUIREMENTS

5. PREFERENCE AND INCENTIVE PROGRAMS

6. EVALUATION CRITERIA AND PROCESS

7. AWARD AND CONTRACT EXECUTION

8. REQUIRED ATTACHMENTS

ATTACHMENT 1 - SOLICITATION CHECKLIST

ATTACHMENT 2 – CONFLICT OF INTEREST STATEMENT

ATTACHMENT 3 – REFERENCES SHEET

ATTACHMENT 4 – PAYEE DATA RECORD (STD 204)

ATTACHMENT 5 – PAYEE DATA RECORD SUPPLEMENT (STD 205)

ATTACHMENT 6 – CONTRACTOR CERTIFICATION CLAUSES (CCC 04/2017)

ATTACHMENT 7 – DARFUR CONTRACTING ACT CERTIFICATION FORM

ATTACHMENT 8 – BIDDER DECLARATION FORM (GSPD-05-105)

ATTACHMENT 9 – DVBE DECLARATIONS (DGS-PD-843)

ATTACHMENT 10 – COMMERCIALLY USEFUL FUNCTION CERTIFICATION

ATTACHMENT 11 – IRAN CONTRACTING ACT CERTIFICATION

ATTACHMENT 12 – CALIFORNIA CIVIL RIGHTS LAW ATTACHMENT

ATTACHMENT 13 – COST SHEET AND STANDARD AGREEMENT SAMPLE

ATTACHMENT 14 – ASSET DISPOSAL LIST

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

1. Background

The California Public Utilities Commission (CPUC) regulates services and utilities, safeguards the environment, and ensures Californians have access to safe and reliable utility infrastructure and services.

The essential services regulated include electric, natural gas, communications, water, railroad, rail transit, and passenger transportation companies. California Connect is a State mandated program of the CPUC, Public Utilities (PU) Code § 2881, et seq., providing Californians who are deaf and disabled with specialized telephone equipment and relay services. The program offers communications access to individuals with difficulty using a standard telephone because of difficulty seeing, hearing, speaking, moving, or cognitive impairments.

Source: PUC 2881 - https://california.public.law/codes/ca_pub_util_code_section_2881

2. Statement of Work

The California Public Utilities Commission (CPUC) is seeking a full range of disposal and transport services in the general areas of office furniture, modular systems furniture workstations, conference rooms, break rooms, mail rooms, electronic equipment, and inventory rooms located throughout the State of California.

The contractor selected will provide all the labor, materials, tools, equipment, and transportation necessary to disassemble and dispose of modular systems furniture workstations and dispose of equipment in accordance with the Department of General Services (DGS) Disposal of Surplus Personal Property.

Source: https://www.dgs.ca.gov/Resources/SAM/TOC/3500/3520

The Contractor shall keep fully informed of all existing and future state and federal laws and county and municipal ordinances and regulations which in a manner affect those engaged or employed in the work, the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. The Contractor shall at all times observe and comply with and shall cause all agents and employees to observe and comply with all such existing and future laws, ordinances, regulations, orders, and decrees.

Multiple Award Agreement CPUC reserves the right to award multiple contracts as a result of this IFB solicitation. For each location identified in Section 1, Exhibit A, Item 5, Location and Work Environment, CPUC anticipates awarding one (1) agreement.

Bidders are not required to bid on every location, instead bidders should return a bid for each location they are interested in servicing. Award(s) will be made to the lowest, responsive bidder per location.

https://california.public.law/codes/ca_pub_util_code_section_2881 https://www.dgs.ca.gov/Resources/SAM/TOC/3500/3520

CPUC recognizes that it is possible for a single bidder to be the lowest cost, responsive, bidder for multiple locations and in that event, award(s) will be made accordingly.

3. Contractor Responsibilities

The Contractor is responsible and shall provide the following services as listed below.

A. Office Disposal

i. Furnish protective materials, labor, and equipment in order to carry out a variety of services pertaining to office waste disposal, including transportation and disposal management. Prior to the disposal, the Contractor will coordinate a walkthrough with the CPUC Program Manager or a designated assignee. Upon the Contractor's and the CPUC Program Manager's or designated assignee's arrival, all items on the inventory list shall be inspected to ensure that they have been collected for disposal, in addition to obtaining the Contractor's signature on the STD 152 Property Survey Report (to be supplied by CPUC Program Manager or a designated assignee).

ii. Remove and vacuum all residual moving debris left in and around all vacated premises.

iii. Clean and remove all trash following disposal services conducted at each designated office location. Please note that onsite dumpsters may or may not be available for any trash disposal. Assets will be transported to a local landfill management facility or refuse drop-off location at the contractor’s expense.

B. Modular Systems Furniture

i. Supplying certified labor, protective materials, tools, equipment, and equipment required to disassemble, remove, and dispose of Modular Systems Furniture.

ii. Providing a certified electrician for the disconnection and safely secure of all electrical whips and power poles from modular systems furniture decommissioning.

iii. Pay personnel according to the requirements defined by the Department of Industrial Relations, under the category of Modular-Furniture Installer (Carpenter); utilizing the ratio of staff as provided on the Prevailing Wage Determination for the region the work is performed.

a. Source: https://www.dir.ca.gov/oprl/2017-1/pwd/NC-34F-List.htm

C. Electronic Equipment Disposal Service

i. Certified labor, vehicle/truck, shipping materials, and equipment shall be supplied by the Contractor in order to secure and dispose identified electronic equipment from the designated pick-up locations to local electronic waste (e-waste)/recycling facility or refuse drop-off location at the Contractor’s expense. The Contractor shall ensure that all electronic equipment is secured against theft.

ii. No forklifts will be accessible at the designated pick-up. It is the responsibility of the Contractor to provide their own forklifts and all other equipment required for loading and unloading the equipment.

https://www.dir.ca.gov/oprl/2017-1/pwd/NC-34F-List.htm

D. Staffing and Travel

i. Furnish the CPUC Program Manager or a designated assignee with a comprehensive roster of all personnel assigned to each Pick-Up location prior to commencing services.

ii. Contractor personnel performing services pursuant to this Agreement must carry a valid form of identification, such as a California driver's license, California identification card, United States passport, or permanent residence card, with them at all times while at pick-up or drop-off locations in order to authenticate their identity.

iii. The Contractor shall make as many trips as necessary to collect all identified assets.

There will be no additional charge to the CPUC for lost, damaged and/or stolen tools, supplies, or equipment.

iv. Bid prices/rates shall include cost of Contractor payments to or on behalf of employees, subsistence, travel, compensation insurance premiums, unemployment contributions, social security taxes, contract bond premiums, and any other taxes or assessments, including but not limited to, sales and use taxes required by law or otherwise and no additional allowance will be paid.

v. It is imperative that all services rendered in accordance with this agreement are executed in adherence to all applicable federal, state, and local laws and regulations. This includes requirements for notification, permits, and registration. A breach of any relevant legislation shall lead to the termination of the contractual agreement. Compliance is mandated by a variety of regulations, including but not limited to those pertaining to transportation, occupational health and safety, and environmental protection. This Scope of Work should not be construed as authorizing, endorsing, or mandating activities that would result in a breach of any relevant legislation or regulation.

E. Building Protection

i. Oversee the protection of all building components impacted by the Scope of Work, such as walls, floors, stairways, entrances, and elevators, from any potential damage.

ii. Provide safeguards for all elevator components, such as platforms, walls, doors, and door jams, throughout the disposal process.

iii. Surveil all corners of the hallways as required.

iv. Provide accurate quantities and dimensions of building protection materials based on estimations. Those materials will be collected and removed at the conclusion of each transportation phase. If additional building protection is required, the Contractor will provide and install the necessary materials; these will be secured during the move and removed at the conclusion of the project.

v. Stage and store items in a matter that does not obstruct emergency ingress/egress points of building infrastructure centers. This comprises electrical closets, communications closets, mechanical rooms, stairwells, elevators, and principal corridors, among others.

F. Parking and Access Protocol:

i. Adhere to strict guidelines to ensure unimpeded access to parking areas and building entrances throughout the duration of the moving process. This includes but is not limited to:

i. Parking Regulations: Movers must park in designated areas as approved by site management or as indicated by local regulations. Under no circumstances shall moving vehicles obstruct fire lanes, emergency exits, handicap parking spaces, or other designated no-parking zones.

ii. Building Access: Movers must maintain clear access to building entrances, corridors, stairwells, and elevators at all times. Temporary barriers or signage may be utilized to ensure pedestrian safety and to prevent obstruction of walkways.

iii. Equipment and Vehicle Placement: The placement of moving equipment and vehicles must be carefully coordinated to minimize disruption and hazards.

Heavy equipment, dollies, and other tools shall be stored in designated areas when not in use, ensuring pathways remain clear and hazards are mitigated.

iv. Hazard Mitigation: Movers are responsible for identifying and promptly addressing any hazards or potential dangers that may arise during the moving process. This includes securing loose items, avoiding spills or leaks of hazardous materials, and promptly cleaning any debris or obstructions.

v. Communication and Cooperation: Effective communication between movers and site personnel is essential to ensuring a safe and efficient moving process.

Movers shall designate a point of contact to liaise with site management and address any concerns or issues that may arise regarding parking, access, or safety.

G. Equipment and Materials

The Contractor shall provide all necessary transportation, equipment, and materials to conduct disposal services. All equipment and supply costs shall be accounted for in the proposal. Equipment and materials may include but are not limited to:

i. Ramp and loading equipment

ii. Building protection materials including elevator pads

iii. Gloves and protective eyewear

iv. Weightlifts, Jacks, and/or Pallets

v. Mover Bands, lifting straps, and/or moving strips

vi. Protective Flooring

vii. Packing Materials (including boxes, tape, covers, stretch wrap and/or bags)

viii. Transporting Carts (such as moving dollies or hand carts)

ix. All tools required for to disassemble office furniture and secure electronic equipment

In order to facilitate CPUC’s identification of items requiring relocation, the Contractor shall be required to furnish moving labels. In order to ensure accurate labeling of items, CPUC must receive moving labels prior to the commencement of work. It is necessary to dispatch these labels to the location where the Contractor intends to perform service.

H. Damaged property

The Contractor is responsible for repairing or replacing any property damaged or lost during the moves, transportation, packing and unpacking.

I. Record of Work

The Contractor and Contractor’s personnel must sign a time in and time out sheet to be witnessed and approved by the CPUC Program Manager or their designated assignee for each day of service.

J. Professionalism & Conduct Requirements

i. Both the Contractor and Contractor's personnel are required to wear standardized company uniforms, and Contractor's personnel must be identified using a standardized method.

ii. The pick-up locations are located in public and potentially high-traffic areas. The Contractor shall ensure that a safe environment is maintained for all activities. The Contractor’s personnel shall maintain an appropriate decorum. The Contractor and Contractor’s personnel are cautioned against creating interruptions, noise, offensive situations, fraternization and/or sexual harassment. In the event the CPUC receives a complaint regarding the behavior of the Contractor or Contractor’s personnel, the Contractor, upon receipt of such notification, shall promptly remove such personnel from the pick-up location and take immediate steps to ensure that its performance under this agreement maintains compliance.

iii. All pick-up locations are tobacco-free buildings. All types of tobacco products, on all properties, including inside of vehicles and within parking lots are strictly prohibited. If the Contractor or Contractor’s personnel needs to consume tobacco products, the activity must be taken off the property or designated smoking locations.

iv. The Contractor or Contractor’s personnel shall not use cell phones except during their scheduled breaks or meals and/or to communicate with the CPUC Program Manager or a designated assignee relating to the move.

K. Waste Transportation and/or Disposal

The Contractor shall be solely responsible for adhering to any and all local, city, county, state, and federal laws, and regulations pertaining to the proper transportation and/or disposal of all waste and electronic products while performing services under this Agreement. The Contractor shall indemnify, defend, and hold harmless the state, its officers, agents, and employees from any and all claims, injuries, suits, damages, and losses arising out of or in connection with the improper transportation and/or disposal of all waste and electronic products. The Contractor shall not be permitted to distribute, resell, transfer, exchange, or otherwise reuse any of the state assets. Failure to dispose of assets will result in penalties.

L. Additional Considerations

i. In support of the Scope of Work, reference Attachment (14) for a list of all assets for disposal. The Project Manager will split and identify inventory of non-IT assets and electronic assets to facilitate separation for the contractor.

ii. Location of state property assets, number of state property assets, a description of individual items, quantities, size (as applicable), and will be tied to the service schedule.

Any utility and/or IT server/network disconnections will be performed by the Contractor. Additional information will be supplemented after the award including equipment tagging information, locations including office layout, cubicles and/or plan layout.

iii. The modular systems furniture identified will require break down prior to removal. Sizes of modular and conventional furnishings have been identified. Contractor to account for size based on pre-bid job walk.

iv. Other than elevators and dock levelers (as applicable), Contractor shall not rely upon CPUC or building personnel, vehicles, or equipment to assist with any of Contractor’s work unless clearly stated otherwise.

v. The Contractor shall provide CPUC with an experienced team led by a qualified coordinator who will be CPUC’s sole point of contact for the life of this agreement. The Contractor shall lead this project during the execution of all services.

vi. Buildings will not shut down for this move. Other tenants in the leased buildings will continue to perform their daily activities in all of the facilities and around all areas that the Contractor will be working. The Contractor and their vehicles, equipment, and materials shall not disrupt tenants or adjacent leased spaces during this project.

vii. The Contractor shall attend CPUC meetings as requested to discuss the Disposal Schedule. The Contractor is required to attend these meetings and may elect to include additional participants at their discretion.

viii. Contractor shall perform a comprehensive review of all items scheduled for each disposal service to confirm their understanding of all equipment, furnishings, existing site conditions, floor plans, equipment layouts, equipment weights, connections, clearances, paths of travel, packaging, and staging requirements for Contractor’s vehicles, equipment, and materials. Contractor shall bring to CPUC attention anything that needs to be addressed based on their review.

4. CPUC Responsibilities

CPUC’S responsibilities shall include but not be limited to the following:

i. Request all services in writing via email at least seven (7) calendar days in advance.

ii. Provide a Project Manager who will communicate with the Contractor at each Pick-Up location

iii. Communicate regularly with Contractor.

iv. Use provided labels to mark which items are being moved.

v. Provide instructions for each requested project or work order.

vi. Notify the Contractor of location specific restrictions and requirements.

vii. Oversee all necessary access and permissions to pick-up and drop-off locations.

viii. Provide a list of state property assets in writing to the Contractor.

ix. Provide photos and/or floor plans as needed to complete Scope of Work.

x. Remove all valuables and personal items, including personal plants.

xi. Reserve the right to make changes to the service dates and times per the term of the Scope of

Work.

xii. Reserve the right to discontinue the assignment of any mover and/or subcontractor if contract requirements are not met, performance issues arise, or as a result of unresolved personnel concerns.

5. Location and Work Environment

The Contractor will be responsible for servicing the following nine locations below:

i. 3075 Adeline Street, Suite 260, Berkeley, CA 94703

a. The suite is located inside Ed Roberts Campus.

b. Suite 260 is state leased.

c. The Net Office Area is 4,866 square feet.

d. Office is located on the 2nd Floor.

e. The building has accessible elevators, automatic doors, and wide corridors.

ii. 7525 N. Cedar Ave, Suite 115, Fresno, CA 93720

a. Suite 115 is state leased.

b. The Net Office Area is 3,544 square feet.

c. Office is located on the ground floor.

iii. 425 West Broadway, Suite 105, Glendale, CA 91204

a. Suite 105 is state leased.

b. The Net Office Area is 3,627 square feet.

c. Office is located on the ground floor.

iv. 1 Kaiser Plaza, Suite 1101 & 1320, Oakland, CA 94612

a. The suite is located inside Ordway Building.

b. Suite 1101 is state leased.

c. The Net Office Area is 7,688 square feet.

d. Office is located on the 11th and 13th floor.

e. The building has thirteen passenger elevators and one freight elevator.

f. The freight elevator and loading dock can be accessed using the entrance on 21st Street.

g. Loading dock delivery clearance area is 10’0”.

v. 681 S Parker St #210, Orange, CA 92868

a. The suite is located inside the Orange Financial Center.

b. Suite 210 is state leased.

c. The Net Office Area is 4,446 square feet.

d. Office is located on the 2nd floor.

e. The building has two passenger elevators.

vi. 2861 Churn Creek Rd, Suite A, Redding, CA 96002

a. Suite A is state leased.

b. The Net Office Area is 783 square feet.

c. Office is located on the ground floor.

vii. 2002 Iowa Avenue, Suite 106, Riverside, CA 92507

a. Suite 106 is state leased.

b. The Net Office Area is 3,360 square feet.

c. Office is located on the ground floor.

viii. 1300 Ethan Way, Suite 105, Sacramento, CA 95825

a. Suite 105 is state leased.

b. The Net Office Area is 3,199 square feet.

c. Office is located on the ground floor.

ix. 1455 Frazee Road, Suite 406, San Diego, CA 92108

a. Suite 406 is state leased.

b. The Net Office Area is 3,054 square feet.

c. Office is located on the 4th floor.

d. The building has 4 passenger elevators.

6. Pre-Bid Walk Through

A Pre-Bid Walk Through will be offered to Bidders at the location they will be servicing. No more than two (2) representatives per Bidder will be permitted to attend. See locations, dates, and times below:

a. 3075 Adeline Street, Suite 260, Berkeley, CA 94703

• April 3 (9am – 11am)

b. 7525 N. Cedar Ave, Suite 115, Fresno, CA 93720

• April 4 (9am – 11am)

• Note: All assets in Attachment (14) identified as “Marina” will be relocated to Fresno.

Photos can be provided upon request.

c. 425 West Broadway, Suite 105, Glendale, CA 91204

• April 2 (9am – 11am)

• Note: All assets in Attachment (14) identified as “Santa Barbara” will be relocated to

Glendale. Photos can be provided upon request.

d. 1 Kaiser Plaza, Suite 1101 & 1320, Oakland, CA 94612

• April 5 (9am-11am)

e. 681 S Parker St #210, Orange, CA 92868

• April 9 (3pm – 5pm)

f. 2861 Churn Creek Rd, Suite A, Redding, CA 96002

• April 9 (10am – 12pm)

g. 2002 Iowa Avenue, Suite 106, Riverside, CA 92507

• April 8 (9am – 11am)

h. 1300 Ethan Way, Suite 105, Sacramento, CA 95825

• April 10 (3pm – 5pm)

i. 1455 Frazee Road, Suite 406, San Diego, CA 92108

• April 10 (9am – 11am)

7. Service hours, schedule & response times

The services shall be provided during mutually agreed upon working hours from 8:00 A.M. to 5:00 P.M., Monday through Friday (excluding official state holidays), or during mutually agreed upon working hours.

The CPUC Program Manager or designated assignee will inform the Contractor, in writing via email, at least 7 business days in advance of requested service day and location. The Contractor must respond, in writing via email, confirming or denying service within 24 hours of initial request.

Delays by the Contractor of more than one (1) day from and the agreed upon work date may result in a penalty to the Contractor of $100 per day.

8. Period of Performance

The period of performance schedule is estimated to start July 15, 2024, through September 30, 2024.

Each designated service shall be completed by the Contractor no later than September 30, 2024. The disposal schedule is subject to change at the discretion of CPUC. CPUC shall promptly notify the Contractor of any such changes upon the provision of information, with a minimum notice period of one (1) week. Unless prior approval is obtained in accordance with the contract documents, fee claims for schedule changes will not be accepted.

9. Amendments

A. This Agreement can be amended for additional time and/or funding, if determined by CPUC

Manager, that an increase in time and/or funding is required to meet the needs of CPUC at the same rates as specified in the Attachment 13, Cost Sheet. If CPUC exercises the option to amend for additional funding, a formal Amendment signed by all parties will be performed.

B. 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 that is not incorporated in this Agreement is binding on any of the parties.

10. Contract Representatives Information

The Contract Representatives during the term of this Agreement:

State Agency: Public Utilities Commission Contractor:

Section/Unit:

Name: Name:

Email: Email:

Direct all Administrative inquiries to:

State Agency Public Utilities Commission Contractor:

Section/Unit:

Attention: Name:

Email: Email:

The Contractor shall notify CPUC, Contract Manager within five (5) working days of a change in the Project Manager. The role of the Project Manager is to manage all contractual obligations associated with this Agreement. The Project Manager also acts as the single point of contact and is responsible for resource coordination, issues resolution and issues escalation.

EXHIBIT B - BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Compensation

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 approved by Department of General Services (DGS) and/or by CPUC delegation authority.

B. Payments

Payments shall be based on the rates and or schedule as set forth and specified in Exhibit B-1 (Attachment 13), Cost Sheet which is attached hereto and made a part of this Agreement.

C. Budget Transfer Request

A Budget Transfer Request (BTR) is an informal written statement requesting the movement of existing contract funds from one deliverable to another. The BTR must specify which deliverable’s funding is being adjusted, by how much and include justification for these adjustments. A BTR may be requested by either the Contractor or the CPUC. The BTR must be agreed to in writing by both parties.

The BTR cannot be used to increase the total dollar amount of the Agreement or add new deliverables to the Scope of Work.

D. Invoice Details

Each invoice shall include the following details:

I. Contract Number II. Contractor Name

III. Contractor Billing Address IV. Total Invoice Amount V. Invoice Number

VI. Invoice Date VII. Service Date(s)

VIII. Pick-Up and Disposal Location(s) IX. Itemized inventory of contents X. Contact Information

XI. SB/DVBE Certification Number (if applicable)

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

E. Invoice Submission

Invoices must be submitted using the CPUC’s Electronic Claim and Application Portal (eCAP).

Instructions can be found by visiting the following link:

https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188

F. 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.

G. 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.

H. 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.

https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188 https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188

EXHIBIT C – GENERAL TERMS AND CONDITIONS (GTC 04/2017)

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 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. Contractor shall submit any proposed subcontracts to the Contract Manager for its prior written approval before entering into the same. No work shall be subcontracted without the prior approval of the Contract Manager. Upon termination of any subcontract, the State shall be notified immediately.

If the terminated subcontractor is a DVBE, the contractor must replace the subcontractor within the same participation category with a similar DVBE contractor, 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. Contractor shall permit the State to audit the Contractor to verify compliance with DVBE regulations.

B. 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. 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.

4. Relationship with Contractor and Subcontractor

Contractor shall be responsible for all actions of subcontractors and all payment to subcontractors.

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. Commission staff will not communicate with subcontractors except through Contractor’s Contract Manager.

All requests for changes of work within this subcontract shall be in writing between the Contract Manager for Commission and the Contract Manager for Contractor.

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. 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.

7. Confidentiality of Data/Nondisclosure Agreement

The Consultant (“Signatory”), for itself and its employees, principals, agents, and subcontractors, acknowledges by signing this Agreement it agrees to perform the task(s) under this Agreement. The Signatory recognizes that it 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 Signatory also recognizes that some of this data, information and documents may be proprietary, confidential, or privileged in nature.

The Signatory further recognizes that the 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 Signatory 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.

The Signatory 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 Signatory 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 Signatory may not disclose such data, information and documents without the prior written consent of the Commission or its Staff who.

The Signatory 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 Signatory agrees to immediately notify the Commission Staff of any inquiries from third parties which request disclosure of any data, information, or documents.

The Signatory 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 such to 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, Signatory 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.

8. Termination-Bankruptcy

In the event proceedings in bankruptcy are commenced against the Contractor, it is adjudged bankrupt, or a receiver is appointed and qualifies, the State may terminate this agreement by giving five (5) days’ notice in writing to the Contractor.

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 funding.

20. Insurance Requirements

A. Workers Compensation and Employers Liability

By signing this Agreement, the Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Contract. Employer’s liability limits of $1,000,000 are required. The insurer waives any right of recovery the insurer may have against the State because of payments the insurer makes for injury or damage arising out of the work done under contract/permit with the State. A Waiver of Subrogation or Right to Recover endorsement in favor of the State must be attached to the certificate.

B. Commercial General Liability By signing this Agreement, the Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage liability. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured Agreement. This insurance shall apply separately to each insured against which claim is made, or suit is brought subject to the Contractor's limit of liability.

C. Auto Liability

By signing this Agreement, the Contractor agrees to carry a minimum of $1,000,000 per claim for bodily injury and property damage liability combined.

D. Cargo Insurance By signing this Agreement, the Contractor shall furnish to the State a certificate of insurance evidencing cargo insurance presently in effect for the Contractor of not less than $100,000 for property loss on any one vehicle or $200,000 for property loss in any one catastrophe.

E. General Provisions Applying to All Policies

1. Coverage Term – Coverage needs to be in force for the complete term of the contract. If insurance is set to expire during the term of the contract, a new certificate must be received by the day the new policy goes into effect. Any new insurance must still comply with the original terms of the contract.

2. Policy Cancellation or Termination & Notice of Non-Renewal – Contractor and/or Permittee is responsible to notify the State within five business days before the effective date of any cancellation, non-renewal, or material change that affects required insurance coverage.

In the event Contractor and/or Permittee fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract.

3. Deductible – Contractor and/or Permittee is responsible for any deductible or self-insured retention contained within their insurance program.

4. Primary Clause – Commercial General Liability insurance contained in this contract shall be primary, and not excess or contributory, to any other insurance carried by the State.

5. Insurance Carrier Required Rating – All insurance companies must carry a rating acceptable to the Office of Risk and Insurance Management. If the Contractor and/or Permittee is self-insured for a portion or all of its insurance, review of financial information may be required.

6. Endorsements – Any required endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance.

7. Inadequate Insurance – Inadequate or lack of insurance does not negate the contractor and/or Permittee’s obligations under the contract.

8. Available Coverages/Limits - All coverage and limits available to the contractor shall also be available and applicable to the State subject to the types of insurance and coverage limits listed above.

9. Subcontractors - In the case of Contractor and/or Permittee’s utilization of subcontractors to complete the contracted scope of work, contractor and/or Permittee shall include all subcontractors as insured under Contractor and/or Permittee’s insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor and/or Permittee.

F. Certificate of Insurance Damage Coverage

Contractor shall have insurance to cover damages for any possible loss or damage while property is under the protection of the Contractor as well as for damage to any fixed property of up to $1,000,000. Contractor shall be responsible for the satisfactory repair, or replacement (at the option of the CPUC) of any property that is lost, damaged or stolen while in Contractor’s custody and for the satisfactory repair of any damage to buildings or grounds.