24NS0735_IFB_Solicitation.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) Number 24NS0735

For:

Compliance Monitoring Services

April 15, 2025

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 all private entities, universities or governmental agencies.

In accordance with Decision (D.) 20-04-008, the CPUC is seeking qualified vendors to provide Compliance Monitoring Services. These services will ensure adherence to regulatory requirements and operational guidelines, including researching, monitoring, auditing, and reporting on compliance. The selected vendor will ensure transparency and accountability through ongoing monitoring and compliance assessments outlined in D.20-04-008.

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 02/2025) 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.

Responses are due May 14, 2025 by 10:00AM Pacific Time.

CPUC Point of Contact:

Michelle Thibeaux-Smith michelle.thibeaux-smith@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 IFB Number 24NS0735

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

ATTACHMENT 5 – PAYEE DATA RECORD SUPPLEMENT

ATTACHMENT 6 – CONTRACTOR CERTIFICATION CLAUSES

ATTACHMENT 7 – DARFUR CONTRACTING ACT FORM

ATTACHMENT 8 – BIDDER DECLARATION FORM

ATTACHMENT 9 – DVBE DECLARATION FORM

ATTACHMENT 10 – COMMERCIALLY USEFUL FUNCTION CERTIFICATION

ATTACHMENT 11 – IRAN CONTRACTING ACT FORM

ATTACHMENT 12 – CALIFORNIA CIVIL RIGHTS LAW CERTIFICATION

ATTACHMENT 13 – GENERATIVE ARTIFICIAL INTELLIGENCE REPORTING ... 51

ATTACHMENT 14 – COST SHEET

ATTACHMENT 15 – SAMPLE STANDARD AGREEMENT

ATTACHMENT 16 – APPENDIX A – DECISION (D.) 20-04-008 54

ATTACHMENT 17 – APPENDIX B – RESOLUTION T-17722 ……55

ATTACHMENT 18 – APPENDIX C – RESOLUTION M-4846 ……56

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

1. Introduction

The California Public Utilities Commission (CPUC) regulates services and utilities, protects consumers, safeguards the environment, and ensures Californians have access to safe and reliable utility infrastructure and services. The essential services it regulates include electric, natural gas, telecommunications, water, railroad, railroad transit, and passenger transportation companies.

On April 16, 2020, the California Public Utilities Commission (CPUC) approved the merger of Sprint Communications Company L.P. and T-Mobile, USA, Inc. according to California Public Utilities Code section 854. The approval was conditioned on T-Mobile complying with Decision (D.) 20-04-008’s Ordering Paragraphs (OP) 2-41 which outlines the conditions, goals and metrics that T-Mobile (or New T-Mobile) must meet to comply with the CPUC’s requirements for the merger.

An outside consultant, known as the Compliance Monitor, will review and evaluate T-Mobile’s adherence to these requirements. This Compliance Monitor will research, monitor, and analyze T- Mobile’s progress towards the requirements of D.20-04-008 and will report findings to the CPUC.

The Compliance Monitor shall also implement and maintain the Enforcement Program according to Resolution T-17722 ensuring adherence to the terms, requirements, and conditions of D.20-04-008.

2. Location of Services and Work Environment

A. The services shall be performed primarily at the Contractor’s office location, virtually, and/or at locations identified by CPUC. If the CPUC needs a service performed at a location that is different from the Contractor’s office location, then the CPUC will notify the Contractor five (5) days in advance of the differing physical location-based request and schedule time to perform the service(s).

B. The Contractor shall perform services during normal business hours 8:00 a.m. to 5:00 p.m., Monday through Friday, or during mutually agreed upon working hours, except State of California holidays as per the California Department of Human Resources.

C. The Contractor shall provide all transportation and parking costs for services performed under this Agreement at no additional cost to CPUC.

D. The Contractor shall not bill CPUC for vacation and sick time used by any of the Contractor’s personnel.

https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M335/K378/335378035.PDF https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M335/K378/335378035.PDF https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M365/K426/365426369.PDF

3. Contractor Responsibilities

This Agreement is between the California Public Utilities Commission (Contracting Entity) and the Contractor (Compliance Monitor) to provide compliance monitoring services. The Compliance Monitor shall conduct and perform independent research, analyses, and reporting. Information can include reports and data from necessary, valid, and reputable sources, including T-Mobile’s reports and data, to make findings on T-Mobile’s compliance with, and progress toward, the conditions within D.20-04-008.

The Compliance Monitor shall perform the tasks and complete the deliverables as described herein.

Upon engagement, the Compliance Monitor must become familiar with CPUC Decision 20-04-008 approving the merger, most notably the Ordering Paragraphs, and Resolution T-17722. The Compliance Monitor shall manage their own work and report their findings to the CPUC regarding T-Mobile’s progress in complying with conditions in D.20-04-008.

The Compliance Monitor must determine and develop the reports from their research and analyses regarding T-Mobile’s activities and effectiveness. The Compliance Monitor shall analyze the extent to which T-Mobile’s reporting to the CPUC is accurate and thorough.

The Compliance Monitor must work both with and without CPUC to acquire information from T- Mobile and any other relevant entity (e.g., Federal Communications Commission (FCC) and California Emerging Technology Fund (CETF), etc.). The Compliance Monitor’s duties shall include tasks such as preparing documents, developing and sending out requests for information, collecting and organizing information, conducting data analyses, developing and submitting semiannual reports, meeting with CPUC staff bi-weekly, and conducting the review process independently from CPUC reviewers. The Compliance Monitor shall also seek clarification of State rules and regulations as necessary to facilitate the execution of these tasks.

The Compliance Monitor shall review T-Mobile’s compliance with the terms, requirements, and conditions outlined in D.20-04-008 and Resolution T-17722.

The Compliance Monitor shall prepare and submit quarterly invoices for CPUC’s review and approval.

The Compliance Monitor shall prepare the deliverables for review and acceptance by CPUC as specified in this section as follows:

Deliverable No. 1 – Project Work Plan The Contractor shall develop a detailed draft work plan in preparation for the project kickoff meeting. The project work plan must include strategies and methodologies to successfully meet and complete all the deliverables for the duration of this contract.

The final project work plan must contain:

i. A clear and effective methodology on the strategy and approach to address Deliverable nos. 2 to 6.

ii. A work plan that includes but is not limited to, a Gantt chart with milestones, deliverables, discussion questions related to the project, and other items that may arise.

The draft work plan must be completed and submitted to the CPUC Contract Manager fifteen (15) calendar days from the date of the kickoff meeting. The work plan must be accepted and approved by the CPUC Contract Manager prior to the continuation of work.

Tasks:

1a The Contractor must designate a single individual (i.e., one and only one person) as the Consultant Project Manager (if working with a team) as the main point of contact for the Contract. The Consultant Project Manager will oversee the Contractor’s team and ensure they execute all deliverables according to the schedule.

1b Become familiar and comply with the state contracting requirements applicable to the project.

1c Review and understand all the terms, requirements, and conditions that T-Mobile is required to meet under D.20-04-008 and Resolution T-17722 Exhibit A-2, Appendix B.

1d Establish a clear and effective approach to track and verify all the terms, requirements, and conditions that T-Mobile is required to meet under D.20-04- 008.

1e Should the Compliance Monitor identify a need for additional data beyond what CPUC and T-Mobile provide for evaluating the requirements of Decision 20-04- 008, they should propose a plan to address this need to CPUC in a Project Work Plan. This plan should include a timeline and specify their approach, which could involve collecting additional data or procuring data from external sources. The Compliance Monitor will be responsible for executing their plan.

Deliverable No. 2 – Compliance Analysis and Review The Contractor shall maintain adequate and timely communication with the CPUC Contract Manager at all times to discuss issues or concerns regarding activities in performing the compliance review, analysis, and reporting tasks.

Tasks:

2a Develop compliance report templates to use in assessing T-Mobile’s compliance with all the terms, requirements, and conditions pursuant to D.20-04-008.

• The Compliance Monitor report template must be completed and submitted to the CPUC Contract Manager fifteen (15) calendar days from the date of the kickoff meeting.

• The compliance report template recommendations are subject to review and approval by the CPUC Contract Manager.

• Upon CPUC approval of the compliance report templates, the Contractor shall provide T-Mobile with the compliance report templates.

• Provide recommendations, if necessary, to improve existing compliance report templates.

2b Review and analyze all reports filed and/or used to monitor T-Mobile’s activities related to the terms, requirements, and conditions required under D.20-04-008. The Contractor must determine the accuracy and correctness of the filings and activities and communicate their findings and recommendations to CPUC twenty-one (21) calendar days from receiving the filings.

2c Identify documentation needs for verifying T-Mobile’s progress towards fulfilling each obligation. If the existing reporting requirements are sufficient or insufficient, the Contractor must state this opinion in writing as part of its reports to the CPUC Contract Manager.

2d i. Report all findings by the twenty-one (21) calendar days deadline indicated above so that the CPUC can ascertain whether T-Mobile is meeting the milestones and requirements in the aforementioned decision.

ii. Communicate with CPUC to take appropriate action.

2e Review and validate infrastructure investments and identify other methods appropriate to assist in ensuring the compliance goals are met by T-Mobile.

2f In coordination with the CPUC Contract Manager, the Contractor should send data requests to T-Mobile; collect the results; review and analyze the information; and provide written recommendations and reports.

2g The Contractor must seek approval from the CPUC Contract Manager before executing or implementing any recommendations, documents/documentation needs, or changes in a pre-established approach/process if the Contractor deems it necessary.

2h Submit organized reports electronically to the CPUC Contract Manager at Bahram.Sanginabadi@cpuc.ca.gov and CalSPEED@cpuc.ca.gov.

Deliverable No. 3 – Enforcement Program Tasks:

3a Implement and maintain the Enforcement Program pursuant to the adopted Resolution T-

17722, Exhibit A-2, Appendix B to ensure compliance with terms, requirements, and conditions pursuant to D.20-04-008. This Resolution establishes the rules and processes to implement if T-Mobile fails to fulfill its obligations. The Enforcement Program uses Resolution M-4846 Commission Enforcement Policy, Exhibit A-3, Appendix C as a guiding principle on enforcement approaches and actions to advance the goals of consistent, firm, meaningful, and timely enforcement.

i. In the interest of clarity and transparency, the Contractor shall rely on both resolutions to determine the enforcement related processes.

ii. Assist and advise the CPUC with the enforcement of the terms and requirements of D.20-04-008.

3b If/when the Contractor concludes that T-Mobile is not in compliance with any requirement or condition of the D.20-04-008 Ordering Paragraphs, the Contractor shall recommend a penalty to bring T-Mobile into compliance and forward findings and a recommendation to the CPUC’s Contract Manager. The Contractor will timely respond to CPUC’s changes and perform requests relevant to recommendations.

Recommendations must include:

i. A rationale for suggesting the consequences by which to hold T-Mobile accountable and any recommended penalty amount.

mailto:Bahram.Sanginabadi@cpuc.ca.gov

ii. A detailed account of T-Mobile’s failures to comply with the OP’s, the necessary actions T-Mobile must take to achieve compliance, and the attempts that were made to encourage T-Mobile to remedy identified deficiencies and include the penalty amount.

iii. If the Contractor recommends that the CPUC issue citations for T-Mobile’s failure to achieve compliance, a summary must be included of the above (3b i.-ii).

Deliverable No. 4 – Meetings and Communications Upon execution of the Contract, the Contractor will attend a virtual kickoff meeting and subsequent virtual meetings with the CPUC Contract Manager and other CPUC staff to discuss the Contractor’s project.

The Contractor will be responsible for taking meeting minutes for any meetings related to this contract, including, but not limited to meetings with T-Mobile, CPUC staff, and any other party.

The Contractor must maintain meeting minutes and other relevant documentation in the designated CPUC document repository.

Tasks:

Meetings 4a The kickoff meeting between CPUC and the Compliance Monitor must occur within ten

(10) business days of engagement. During the kickoff meeting, CPUC will clarify any tasks, answer questions, and discuss the methods with which the Compliance Monitor will evaluate T-Mobile’s progress in implementing all of the Decision’s conditions. CPUC will discuss penalties for non-compliance and what role the Compliance Monitor will have in the citation program.

4b CPUC requires the Compliance Monitor to meet with CPUC on a bi-weekly basis. The major objective of these bi-weekly meetings will be twofold:

a) Identify where T-Mobile has fulfilled or failed to fulfill any commitments, based on the Compliance Monitor’s review and analysis; and

b) Identify areas where the Compliance Monitor must delve deeper to learn where T-Mobile must take action to meet the conditions of the D.20-04-008.

c) Quarterly Meetings (Presentations): The Compliance Monitor should provide a detailed oral presentation for the CPUC staff covering a quarter of the year on contents described in sections a and b above (i.e., Deliverable number 4, task 4b, sections a) and b) during four of the bi-weekly meetings each year, scheduled as follows:

• Spring Quarterly Meeting (Presentation): This meeting will take place in the 2nd week of April and will cover the months of January, February, and March.

• Summer Quarterly Meeting (Presentation): This meeting will take place in the 2nd week of July and will cover the months of April, May, and June.

• Fall Quarterly Meeting (Presentation): This meeting will take place in the 2nd week of October and will cover the months of July, August, and September.

• Winter Quarterly Meeting (Presentation): This meeting will take place in the 2nd week of January and will cover the months of October, November, and December.

i. The Compliance Monitor should address all questions from CPUC staff during the meeting. If time does not permit, the Compliance Monitor must provide written responses within three (3) business days after the meeting.

ii. The Compliance Monitor should submit the summary of the quarterly presentations to the CPUC contract manager for approval.

iii. The summaries of the quarterly presentations should include all major updates of the quarters covered in each presentation.

4c CPUC requires the Compliance Monitor to maintain frequent communication with T- Mobile and meet with T-Mobile as needed. The Compliance Monitor shall be required to evaluate whether T-Mobile’s reporting to the CPUC is accurate.

• The Compliance Monitor should communicate professionally with T-Mobile and avoid becoming adversarial with T-Mobile.

4d Participate in and attend external stakeholder meetings remotely or in-person on behalf of CPUC (e.g., community outreach, tribal discussions, etc.).

4e The CPUC Contract Manager may request the Contractor to attend, participate in, or facilitate Ad Hoc meetings. The CPUC Contract Manager will instruct the Compliance Monitor to attend and participate in such meetings.

Communications 4f The Contractor shall maintain adequate and timely communication with the CPUC

Contract Manager at all times to discuss issues or concerns regarding the Contract and/or work activities in performing the compliance monitoring tasks. The Contractor must communicate issues that require action to the CPUC Contract Manager within 48 hours of occurrence.

4g Coordinate and communicate with CPUC in the Compliance Monitor’s efforts to independently acquire and validate information directly from T-Mobile and any other relevant parties.

4h Develop and retain a detailed Communications and Meetings Log describing when the Contractor participated and gathered with CPUC, T-Mobile, and/or external stakeholders.

The Log must include:

i. Information on meeting activities that T-Mobile and the settling parties engaged in.

ii. At a minimum, but not be limited to the date, time, attendees, duration, summary of discussion, action items pending and completed.

iii. The Log must be provided to CPUC on a monthly basis for review and must be accessible to staff upon request from the Contractor.

iv. Individual logs for CPUC and external meetings.

v. Due five (5) business days after the end of each month.

4i Identify and develop content for public dissemination on the CPUC’s Website about T- Mobile’s compliance with terms, requirements, and conditions of D.20-04-008.

4j Conduct a project close-out meeting and report at project conclusion, including an Executive Summary of all that is contained in the final report.

Deliverable No. 5 – Milestone Reports

i. All reports shall be provided in Microsoft format as defined by the CPUC Contract

Manager.

ii. The specific report format will be based on input from the CPUC Contract Manager on development of a draft report to finalize findings. This will ensure all the CPUC’s requirements are incorporated.

iii. Incorporate input from CPUC into the reports.

Tasks:

5a Confidential versions of the six (6) semi-annual reports

i. Under this Agreement, the Compliance Monitor shall submit six (6) semi-annual reports.

ii. The Contractor shall prepare and submit semi-annual reports to CPUC regarding T-

Mobile’s progress with its compliance with the terms, requirements, and conditions of D.20-04-008 by due dates specified below:

1. 1st report: Covers September 30, 2023, to March 31, 2024 (Due: 80 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

2. 2nd report: Covers March 31, 2024, to September 30, 2024 (Due: 160 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

3. 3rd report: Covers September 30, 2024, to March 31, 2025 (Due: 240 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

4. 4th report: Covers March 31, 2025, to September 30, 2025 (Due: 320 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

5. 5th report: Covers September 30, 2025, to March 31, 2026 (Due: June 30th, 2026).

6. 6th report: Covers March 31, 2026, to September 30, 2026 (Due: December 31st, 2026).

iii. The Compliance Monitor shall organize reports in accordance with the OPs, as specified in Exhibit A-1, Appendix A, and submit them electronically to CPUC. Where due dates exist, and where timelines are established, the Compliance Monitor’s reporting shall detail T-Mobile’s adherence to these schedules. Where T-Mobile has not fully met its obligations, the Compliance Monitor shall provide a detailed account of T- Mobile’s failures to comply and recommend that the Commission issue citations for T- Mobile’s failure to achieve compliance. When T-Mobile has met the conditions, the Compliance Monitor’s reports should, based on evidence, indicate how T-Mobile meets the requirements.

iv. Semi-Annual Reports must include:

• All reports must include California full-time and full-time equivalent employees Headcount

• Summary of work performed in the past quarter

• Summary of work planned for the next semi-annual report

v. The Compliance Monitor shall provide all six (6) semi-annual reports in Microsoft Word as defined by the CPUC Project Manager. The specific report format will be based on input from CPUC Project Manager on development of a draft report to finalize findings. This will ensure all of the CPUC’s specific requirements are incorporated.

vi. The reports should be in a narrative format and quantify the steps T-Mobile has taken to meet the conditions of the D.20-04-008, discuss the quality of these actions, and identify areas where T-Mobile is lagging in its efforts.

vii. The Contractor shall analyze the extent to which T-Mobile’s reporting to the CPUC and other organizations is accurate and thorough. These reports shall be informed by thorough research of T-Mobile activities and effectiveness, and should include enforcement-related activities (e.g., violations, penalties issued, etc.) that occurred within that reporting period.

viii. The reports shall include summaries of all communications and meetings that occurred during the period that the report covers (see section ii above).

ix. The reports shall identify the information for which confidential treatment has been requested.

5b Public versions of the six (6) semi-annual reports

i. The Compliance Monitor shall submit a public version of the compliance report along with each semi-annual report to CPUC for CPUC’s consideration. The public versions should exclude all confidential information and should not be labeled as confidential.

ii. The Compliance Monitor shall prepare and submit public semi-annual reports to CD staff regarding T-Mobile’s compliance with the terms, requirements, and conditions of D.20-04-008 by due dates specified below:

1. 1st public report: Covers September 30, 2023, to March 31, 2024 (Due: 80 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

2. 2nd public report: Covers March 31, 2024, to September 30, 2024 (Due: 160 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

3. 3rd public report: Covers September 30, 2024, to March 31, 2025 (Due: 240 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

4. 4th public report: Covers March 31, 2025, to September 30, 2025 (Due: 320 days after CPUC Contract Manager approves the contractor’s Project Work Plan).

5. 5th public report: Covers September 30, 2025, to March 31, 2026 (Due: June 30th, 2026).

6. 6th public report: Covers March 31, 2026, to September 30, 2026 (Due:

December 31st, 2026).

iii. The Compliance Monitor shall exclude only confidential information from the public versions of the semi-annual reports. Otherwise, the Compliance Monitor must ensure they meet all requirements described for deliverable number 5a (ii-viii) for the six (6) semi-annual reports.

5c Confidential version of the final report

i. Final Report: A comprehensive analysis of T-Mobile’s compliance with all of the conditions of the Decision Ordering Paragraphs.

ii. The Contractor shall prepare and submit the final report to CPUC regarding T-

Mobile’s compliance with the terms, requirements, and conditions of D.20-04-008 (Due: June 30th, 2027).

iii. The final report must satisfy all tasks described for deliverable number 5a (ii-viii) for the six (6) semi-annual reports.

5d Public version of final report

i. The final public report should be a comprehensive analysis of T-Mobile’s compliance with all of the conditions of D.20-04-008’s Ordering Paragraphs with confidential information being excluded and it should be labeled as “Public”.

ii. The Contractor shall prepare and submit the public version of the final report to CPUC regarding T-Mobile’s compliance with the terms, requirements, and conditions of D.20- 04-008 (Due: June 30th, 2027).

The only information that must be excluded from the public version of the final report is the confidential information, otherwise, the public version must satisfy all described tasks described for deliverable number 5a (ii-viii) for the six (6) semi-annual reports.

5e Ad Hoc Reports The CPUC Contract Manager may request the Contractor to prepare reports in addition to the semi-annual and final reports to address issues with T-Mobile compliance obligations that may have an impact on the CPUC’s regulatory oversight, public interest, and/or safety. The Contractor will discuss the need and objectives for these reports in advance with the CPUC Contract Manager and/or designated CD staff and establish an agreed upon deadline for completion and submission.

Examples of Ad Hoc reports include but are not limited to:

i. Review and analysis related to data requests to T-Mobile as requested by the CPUC The Ad Hoc reports must satisfy all tasks described for deliverable number 5a (ii-viii) for the six (6) semi-annual reports.

5f Ad Hoc Requests In addition to the reports discussed above, The CPUC Contract Manager may request the

Contractor to submit to the CPUC any data, analysis, or other relevant information regarding T-Mobile’s compliance with D.20-04-008 to address issues with T-Mobile compliance obligations that may have an impact on the CPUC’s regulatory oversight, public interest, and/or safety. The Contractor will discuss the need and objectives for these requests in advance with the CPUC Contract Manager and establish an agreed upon deadline for completion and submission.

Deliverable No. 6 - Documentation The Compliance Monitor must supply the CPUC with all documentation used in its analyses and development of reports. Such documentation serves as evidence of the findings of the Compliance Monitor and enables the Compliance Monitor and CPUC to substantiate the findings of the reports submitted by the Compliance Monitor to the CPUC.

All supporting documents including all references that the Compliance Monitor cites in the reports should be attached to the reports when the Compliance Monitor submits the reports to CPUC.

These include any documents for which confidential treatment has been requested. The Compliance Monitor should attach to the reports all information and documents that T-Mobile provides to the Compliance Monitor, including any documents designated as confidential. Regarding webpages, their URLs and screenshots of the materials in the webpages should be attached to the reports.

The meeting notes should include the date of the meeting(s) and the name(s)/titles of all parties, companies, agencies, and/or institutions that are present in the meeting. They also should include detailed information on what has been discussed and learned during each meeting.

Each report should include an attachment listing all differences and updates between the current and previously submitted report.

4. Acceptance Criteria for Deliverables

All Deliverables under this Agreement shall be performed to the satisfaction of the CPUC, in the CPUC's sole determination.

All reports submitted by the Compliance Monitor to CPUC must provide sufficient details, evidence, facts, and data to substantiate any claims and conclusions provided in each report, such that a reader of these reports could understand the status of T-Mobile's compliance with each of Decision 20-04-008’s (Decision) forty-one ordering paragraphs without the need to search for supporting information elsewhere.

A. Details:

All the Compliance Monitor reports must articulate the progress T-Mobile has made toward meeting its obligations pursuant to each Ordering Paragraph in the Decision. Each progress assessment must be supported by references to and copies of relevant evidence.

The Compliance Monitor should include information regarding the status of T-Mobile’s compliance on each and all the OPs during the timeline that each report covers. Statements such as "not yet due" for the ordering paragraphs that their deadlines haven’t been reached by the time of a specific report are not acceptable. Also, statements such as “did not have enough data”, or any other statements that indicates failure of evaluating T-Mobile’s status on any of the OPs are not acceptable. CPUC expects the Compliance Monitor to indicate T-Mobile’s progress regarding each OP even if T-Mobile’s deadline is not within the timeline covered by a specific report.

The CPUC will oversee the work of the Compliance Monitor. It is the responsibility of the Compliance Monitor to assess the quality, timeliness, and alignment with the metrics and requirements (e.g., percentage of the total and rural population with access to download speeds of at least 50 Mbps, status of wireless service in ten (10) priority fairgrounds, and ten (10) unserved/underserved communities) provided in Decision 20-04-008. It shall be the CPUC's sole determination as to whether any deliverables prepared by the Compliance Monitor are acceptable.

Finally, under Public Utilities Code §§ 581-584, every public utility regulated by the CPUC must furnish any records or documents relating to its business, as the CPUC may direct or require.

Regardless of designation by the regulated public utility, the CPUC’s Legal Division reviews any potentially confidential information and determines whether it may be released to the public.

The Compliance Monitor must supply the CPUC with all documentation used in its analyses and development of reports.

B. Referencing:

All the supporting documents such as meeting notes, T-Mobile’s data and reports, data from any other party, web pages, etc. must be referenced in the reports.

The references must guide the reader of the reports to the exact section and page number(s) of the supporting documents.

Note: If a deliverable is not accepted for approval, the CPUC Project Manager shall provide the rationale for disapproval, in writing, within twenty-one (21) business days of receipt of the deliverable or upon completion of acceptance and approval period. The Compliance Monitor shall revise the report based on the CPUC Project Manager’s feedback and resubmit the deliverable to CPUC within twenty-one (21) business days of receipt of feedback from the CPUC Project Manager. The Compliance Monitor should submit the revised deliverable(s) by the due date(s) required by the CPUC Project Manager.

5. CPUC Responsibilities

A. CPUC shall provide access to business and technical documents at its disposal that it deems relevant for the Compliance Monitor. For example, CPUC can share information collected through CalSPEED field tests.

B. CPUC staff will oversee the Compliance Monitor performance, completion of requested services, approval of the deliverables, and other reports to CPUC management on the status of the Agreement.

C. CPUC staff will be available to answer questions.

D. CPUC staff will review the Compliance Monitor’s invoice as specified in Exhibit B, Budget

Detail and Payment Provisions, including the Prompt Payment Act.

6. Deliverable and Work Product Ownership

The Contractor shall assign its entire rights, title, interest, including all copyrights and other proprietary rights associated with all deliverables and work products of this Agreement to CPUC.

7. Period of Performance

The period of performance of this Agreement and the administration responsibilities by the Compliance Monitor shall be through 2027 to comply with the terms of T-Mobile’s obligations per D.20-04-008.

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. 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 are 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.

C. 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. A Summary of each Deliverable worked on including the Names and

Number of Hours worked by each Team Member VI. Percentage of Deliverable completed

VII. Total & Percentage of used Budget for Deliverable VIII. Total Invoice Amount

IX. Invoice Number X. Invoice Date

XI. Service Date(s) XII. Contact Information

XIII. Retention Amount to be Withheld XIV. SB/DVBE Certification Number

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.

D. 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

E. 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.

F. 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).

G. Progress Payments and Retention Withholdings

Progress payments will be made monthly, as outlined in monthly progress reports, based on work performed towards completion of the contract deliverables, and 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.

H. Retention of Records and Audit Requirement mailto:APInvoice@cpuc.ca.gov

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 02/2025 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.

4. 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.

5. 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.

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 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.

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 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 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.

8. 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.

9. 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…