24NS0814_CEQA_On-Call_List_RFQ.pdf

California Public Utilities Commission

RFQ24NS0814

California Public Utilities Commission (CPUC) Request for Qualifications Number 24NS0814

For:

ON-CALL CEQA/NEPA COMPLIANCE SERVICES FOR UTILITY

INFRASTRUCTURE PROJECTS AND PREPARATION OF CALIFORNIA

ENVIRONMENTAL QUALITY ACT DOCUMENTS

August 4, 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 qualified parties. 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.

The purpose of this Request for Qualifications (RFQ) is to establish a new Qualified Consultant List (QCL) of consultants to be on-call for a period of five (5) years beginning January 1, 2026 to provide the CPUC with environmental services. These services shall consist of the evaluation of utility infrastructure projects that are subject to the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA).

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 RFQ 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 September 15, 2025, by 10:00 AM Pacific Time.

CPUC Point of Contact:

Ryan Metzer Ryan.metzer@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 mailto:Ryan.metzer@cpuc.ca.gov

TABLE OF CONTENTS

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

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 REPORTING FORM

ATTACHMENT 14 – SAMPLE STANDARD AGREEMENT

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

1. Background

The California Public Utilities Commission (CPUC or Commission) regulates services and investor-owned utilities (IOUs), protects consumers, safeguards the environment, and assures Californians' access to safe and reliable utility infrastructure and services.

Pursuant to Public Resources Code Section 21000 et seq. CPUC General Order 131-E, and Rule

2.4 of the Commission’s Rules of Practice and Procedure, the Commission must conduct environmental review of projects proposed by utility applicants to obtain required permits from the CPUC or to obtain funding from the CPUC. To obtain technical support and assistance with these environmental reviews, the CPUC is soliciting Statements of Qualifications (SOQs) from environmental consulting firms with expertise in the California Environmental Quality Act (CEQA) and in energy and utility infrastructure projects, knowledge of the National Environmental Policy Act (NEPA), experience with the CPUC’s adjudicatory processes and procedures, and a willingness to support CPUC Energy Division (ED) staff during this separate but related approval process.

For purposes of this agreement, potential “projects” may require either a Permit to Construct (PTC) (for electrical infrastructure projects) or a Certificate of Public Convenience and Necessity (CPCN) (for electrical, gas, or water infrastructure projects) from the CPUC. “Projects” may also include projects for which the CPUC is issuing funding, such as grant-funded broadband projects.

Consultants chosen to be on the QCL will receive specific Task-Orders for each project assignment on an as needed basis. Task-Orders will be awarded to consultants individually based on the issues and complexity of each project as well as the capabilities of the consultant. The price for each project will vary based on complexity and will be negotiated with the selected consultant.

2. Projects

The following is a list of potential utility infrastructure projects which may come up during the five (5) year QCL list:

• New transmission lines including any line where voltage rating is greater than 50 kV;

• Transmission line upgrade projects for increased reliability, safety or fire hardening where poles, towers or conductor is replaced;

• New or upgraded substation projects, which may include additional transmission line upgrades;

• Natural gas storage, new or upgraded gas intrastate pipeline projects or related facilities, for increased safety or other purpose;

• Water utility infrastructure projects which may include pipeline, treatment or other infrastructure projects;

• Telecommunication projects, which may include fiber optic, broadband network facilities, antennae systems, and other telecommunication components; and

• Any other project subject to a discretionary approval by the Commission or receiving funding from the Commission which may require CEQA or NEPA compliance.

3. Tasks and Deliverables

Consultants on the QCL must have the ability to perform the tasks and deliverables listed below.

Which tasks and deliverables are needed on a given project will vary based on the individual project scope.

a. Perform all levels of environmental review services under CEQA, including review of materials provided to the CPUC before formal applications are filed (i.e. prefiling process preferred by the CPUC); peer review of applicant-prepared draft versions of

CEQA documentation; review project objectives; and assist in the evaluation and development of a reasonable range of potentially feasible alternatives (i.e., in

Environmental Impact Reports);

b. Prepare Initial Studies, Negative Declarations, Mitigated Negative Declarations, Environmental Impact Reports, and Mitigation Monitoring and Reporting Plans;

provide related compliance monitoring and reporting during construction;

c. Prepare and/or review Environmental Assessments (EAs) / Environmental Impact Statements (EISs) and/or other NEPA materials as necessary;

d. Evaluate applications for the potential to qualify for categorical exemptions and statutory exemptions pursuant to CEQA and for the potential to qualify for categorical exclusions pursuant to NEPA;

e. Prepare technical studies necessary for environmental review under CEQA and

NEPA;

f. Prepare and coordinate public participation programs including public meetings and/or public hearings throughout the state;

g. Testify as expert witnesses at Commission hearings on environmental documents;

assist in the preparation of briefings, staff reports, and other documentation during the Commission’s decision phase of projects, and participate in related proceedings to foster increased interaction with other teams in ED;

h. Monitor construction of projects and prepare related monitoring reports and support post-construction compliance activities (if any);

i. Review and comment on environmental documents prepared by other State and

Federal agencies;

j. For projects which require both State and Federal approvals, coordinate with lead federal agencies and prepare environmental documents which comply with both CEQA and NEPA when requested;

k. For projects receiving federal funding, assist the CPUC in compliance with Section 7 of the federal Endangered Species Act, Section 106 of the National Historic Preservation Act (NHPA), the Coastal Zone Management Act (CZMA), the Magnuson-Stevens Fishery Conservation and Management Act (e.g., Essential Fish Habitat [EFH] consultations), and other applicable federal statutes and regulations;

l. Maintain an organized set of project files including mailing, service, and contact lists;

data requests and responses; comments and responses; meeting notes and presentation materials; reports, memoranda, technical appendices; compile this information into an administrative record as necessary; develop and maintain a project website;

m. Be prepared to engage in frequent consultation and coordination with resource agencies and other responsible agencies, applicants, interconnecting utilities, assigned Commissioners, and administrative law judges (ALJs), and to assist the CPUC in complying with Tribal consultations pursuant to Assembly Bill 52 as needed; and

n. Be available to participate in lessons learned, process improvement, and quality enhancement discussions upon request.

4. Location

Services will be performed at the consultant’s offices, utility infrastructure builds anywhere in the state of California as well as potential visits to CPUC’s in San Francisco, Sacramento, or Los Angeles .

5. Period of Performance

The QCL will be in place for five (5) years from January 1, 2026, through December 31, 2031. A consultant issued a task order during this period will stay on the project until completion even if the project extends past the duration of the QCL.

6. CPUC Responsibilities

When CPUC is notified of a project, one or more firms will be asked to prepare an offer including a scope of work and cost proposal for that project assignment. CPUC will provide consultants with available information regarding the project description to support preparation of the bid.

Project management for the project application proceeding will be the responsibility of the Commission. The CPUC CEQA Project Manager will review and approve all reports and analyses relating to the content, methodology, and scope of work.

7. Contractor Responsibilities

a. When preparing a specific Task Order proposal, consultants should submit the following:

1. List of Project Manager and Key Staff *

2. Conflict of Interest Disclosures

3. Scope of Work including timeline for deliverables

4. Budget (Detailed by Task)

5. Bidder Declaration Form indicating any Small Business or DVBE subcontractors being used

*If personnel other than those identified in the original RFQ response will be working on a project, the proposal must include the resumes of the new personnel.

b. The consultant shall be responsible for providing all office facilities, equipment, supplies and any other resources as necessary to accomplish the objectives of the contract and successfully complete all deliverables.

c. During the completion of a task order, the consultant must provide the CPUC contract manager with a signed letter on consultant letterhead indicating any staff changes. The CPUC contract manager must approve all new staff assigned to a project.

8. Conflict of Interest Requirements

8.1 General Requirements

Throughout the term of this RFQ and subsequent award of contracts, successful consultants will abide by the Conflict of Interest provisions for all three phases of review.

Phase 1. RFQ Conflicts Review -- The initial proposal phase of this RFQ whereby the

CPUC reviews perspective consultants, who if successful will be included on the QCL.

Phase 2. The Specific CEQA Project Conflicts Review -- The phase where a successful consultant to this RFQ (“CEQA Qualified Consultant”) is selected to work on a specific

CEQA project, and as part of that process the CEQA Qualified Consultant will enter into a Task-Order for a specific scope of work on a specific CEQA project.

Phase 3. The Annual Conflicts Reporting Review – The phase where a CEQA Qualified

Consultant submits periodic (minimum of annual) reports to the CPUC to update, maintain and verify their compliance with the Conflict of Interest provisions of this RFQ and any specific Conflict of Interest provisions related to Specific CEQA consultants. All consultants will submit reports that cover all currently open CPUC CEQA contracts.

8.2 Definitions

a. “Conflict of Interest” means: a) Any activity or interest prohibited by any applicable Federal or State law, including the Political Reform Act, relating to conflicts of interest and any regulation under them; b) Party to an applicable CPUC proceeding or related; Any financial interest or relationship that may impair the ability of the individual or firm to deliver fair unbiased work for the State.

b. "Covered Entities" means any CPUC Applicant or parties, including those associated to a proceeding with influence on or interest in the outcome for a project undergoing a CEQA review where the CPUC is a Lead or Responsible

Agency, or the successor proceeding(s) to those proceedings.

c. “CEQA Qualified Consultant” (“Consultant”) means a consulting firm that has been accepted by the CPUC to appear on the list of CEQA Qualified Consultants that may receive a contract to conduct a CEQA project assignments resulting from this RFQ. The CEQA Qualified Consultant includes all Team Members.

d. “Team Member” includes a) any firm (either as a prime consultant or sub-consultant) whether incorporated or not, including a sole proprietorship ("firm

Team Member"); and b) any individual, whether an employee, independent consultant or other ("Individual Team Member"). An exception to “Team

Member” for the purpose of this Conflict of Interest section is any firm or individual that may incidentally perform work under this contract, but for whom no direct work, supervisory work, or indirect work under this RFQ or any resulting

Agreement involves or is expected to involve the exercise of judgment (e.g.

reprographics subcontractors or event management subcontractor firms may not be subject to conflict of interest provisions.)

8.3 Conflict of Interest Review and Evaluation

a. The Commission may choose to pass over a CEQA Qualified Consultant if there is a Conflict of Interest issue on any project.

b. The Commission may terminate a CEQA Qualified Consultant’s contract, or any subconsultant’s portion therein, if a Conflict of Interest issue arises and is confirmed. See Termination section 2.5 below.

c. The Commission may request and agree to reasonable mitigation plans to reduce or eliminate any harm, or potential harm, from Conflicts of Interest.

8.4 Prohibitions and Obligations Related to Conflict of Interest

a. During the duration of any Contract for a specific CEQA project, a CEQA

Qualified Consultant shall not engage in any activity that would constitute a

Conflict of Interest.

b. For the term of this RFQ and subsequent award of any contracts pursuant to being identified as a CEQA Qualified Consultant, all Team Members will be obligated to:

i. Comply with the requirements herein for all proposed Team Members unless expressly excluded.

ii. Avoid any activity, agreement, business investment, or interest that leads to a

Conflict of Interest or the perception of a Conflict of Interest during the terms of the Agreement for as long as they are reported to be a member of a

Qualified Consultant’s project team.

iii. Avoid any activity, agreement, business investment, or interest that impairs their ability to serve the Commission pursuant to the Agreement, particularly an activity with a Covered Entity and/or an activity related to the specific project.

iv. Avoid any activity that impairs their ability to provide impartial, technically sound, objective assistance, such that the Team Member can provide unbiased work products.

v. Avoid any activity may provide an opportunity to benefit from having access to confidential information related to this work and/or use information gained in the course of this project to provide an unfair competitive advantage to a

Team Member.

vi. Comply with notice and disclosure obligations described below, including signing Conflict of Interest statements at the firm and individual level.

vii. Comply with any and all applicable Conflict of Interest Laws and the Conflict of Interest terms of this RFQ or any resulting Agreement, including maintaining Conflict of Interest Procedures at the firm level.

c. Disclosure Obligations

Phase 1. RFQ Disclosure Obligations

The consultant will provide the following as part of their RFQ Response to become considered a Qualified CEQA Consultant:

1. Submit procedures that explain how the consultant will formally avoid (as well as disclose and mitigate if necessary) Conflicts of Interests throughout the life of each assigned contract, including a sample of the firm’s Conflict of Interest policy.

2. Submit procedures that document the consultant’s process for evaluating conflicts of interests for their firm, their employees/Team Members, their subconsultants, and any other covered entity working on a CEQA project under the consultant’s guidance.

3. Submit any documentation of any prior Conflict of Interest disclosure that you may have provided the CPUC in response to prior Conflict of Interest reviews or reporting.

4. Submit Conflict of Interest statements and documentation for all proposed team members and subconsultants, like what would be provided below for a specific CEQA project disclosure. The statements will include signed copies of the firm’s Conflict of Interest policy.

Phase 2. Initial Disclosure Obligations for each Specific CEQA Task-Order

To ensure that the Team Member is following the obligations listed above, all

Team Members shall disclose the following at the onset of a Specific CEQA project Task-Order. These items will be reviewed prior to the CPUC signing a Contract, but they are not required as part of the RFQ Submittal.

1. Current contracts/employment with, or active proposal(s) before, any of the Covered Entities or any parent, subsidiary, or affiliate thereof. The total amount of payments, duration and nature of service will be disclosed.

Also, indicate if any Individual Team Member is working on or is expected to work on any of these contracts.

2. Prior contracts (including subcontracts) during the last three years with any of the Covered Entities or any parent, subsidiary, or affiliate thereof.

The total amount of payments, duration and nature of service will be provided. Also, indicate if any Individual Team Member worked on those contracts.

3. Any investment in, or joint venture, partnership or similar arrangement with, any of the Covered Entities or any parent, subsidiary, or affiliate thereof will be identified. For investments, list only current investments;

for a joint venture, partnership or similar arrangement list those existing within the past three years. List the entity’s name, the nature, scope and duration of the business arrangement and the total monetary value.

4. Any work each individual Team Member may have done for the CPUC during the previous three years as an individual or firm. Note the CPUC contract, describe the work performed, and contract duration.

5. Each Team Member shall demonstrate (with a signed statement) that they comply with any and all applicable Conflict of Interest laws and the

Conflict of Interest terms of this RFQ or any resulting Agreement at the firm level and the individual level.

6. For specific CEQA projects with unique Conflict of Interest concerns, each Team Member shall provide additional information as directed by the CPUC's Project Manager in order to comply with state Conflict of

Interest requirements or to allow the CPUC to evaluate potential conflicts of interest on that specific project.

Phase 3. Ongoing Disclosure Obligations (Per Specific Project and Annual)

During the duration of time the CEQA Qualified Consultant has any Task-

Order for a specific CEQA project, the Qualified CEQA Consultant will notify and disclose to the Commission any changes to or newly identified potential Conflicts of Interest that arise throughout the duration of any

Agreement.

1. The CEQA Qualified Consultant (and/or any Team Member) will notify the CPUC’s Project Manager promptly in writing of any potential Conflict of Interest at the firm level or individual level.

2. It is the responsibility of each Team Member to disclose in writing of any changes or newly identified potential Conflicts of Interest that arise during the project at the firm level or at the level of an individual.

3. Written communication will include details about the potential conflict of interest, as well as any potential mitigation measures for dealing with the conflict of interest.

4. The CEQA Qualified Consultant will provide an Annual Update as least once per year, and/or at the Request of the Commission, on the Status of their Conflict of Interest obligations as it relates to all their open

Contracts.

5. The CEQA Qualified Consultant will adhere to all applicable disclosure requirements under the Political Reform Act and/or related regulations or guidance by the Fair Political Practices Commission.

8.5 Termination

The CPUC may, at its discretion, direct termination of any individual or firm or this

Agreement, if a Conflict of Interest is found. Failure to disclose requested information could result in disqualification or dismissal. A Team Member may be disqualified from the RFQ selection process and/or future Specific CEQA Contracts and/or a Contract (or Sub-contract) may be Terminated for any of the following

Conflict of Interest related reasons:

a. If a Team Member has participated on behalf of the CPUC, directly or indirectly, in any of the negotiations, transactions, planning, arrangement or any part of the decision-making process leading up to this RFQ or any resulting Agreement, including but not limited to any involvement with or attempt to influence the deliberations of an advisory board or committee assisting the CPUC in crafting this

RFQ or any resulting Agreement.

b. If a Team Member has a Conflict of Interest prohibited by any applicable Federal or State law, including the Political Reform Act, relating to conflicts of interest and any regulations under them.

c. If the firm has worked for any entity within the past three years that has a financial interest in the outcome of the project applicant’s request for project approval.

d. If the Team Member has any other Conflict of Interest or has failed to meet its disclosure obligations.

9. Contact Information

California Public Utilities Commission Contractor

Name: Name:

Email: Email:

Phone: Phone:

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. Total Invoice Amount

VII. Invoice Number VIII. Invoice Date

IX. Service Date(s) X. Contact Information

XI. Retention Amount to be Withheld XII. 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.

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 / deliverable pricing shall include all travel expenses required to perform the services in accordance with this Agreement.

F. Progress Payments and Retention Withholdings

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

G. Retention of Records and Audit Requirement

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

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the CPUC shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

mailto:APInvoice@cpuc.ca.gov

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 Disabled Veteran Business Enterprise (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 Department of General Services (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 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 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 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 legal remedies terminate this contract upon five days’ written notice to the Contractor.

10. 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.

11. 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.

12. Complete Agreement

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

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. Insurance Requirements

Upon notice of intent to award, the Contractor shall have 10 business days to furnish to the State certificate(s) of insurance and endorsement(s) evidencing that the contractor has met all the insurance requirements outlined below. All coverage shall be maintained in force throughout the contract term.

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 certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.

D. Professional Liability By signing this Agreement, the Contractor and any subcontractors shall maintain Professional Liability Insurance for damages caused by an error, omission, or any negligent acts in the amount of $1,000,000 per claim, $3,000,000 in the aggregate.

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. The certificate of insurance must include the following provisions:

• The California Public Utilities Commission must be listed as the “Certificate Holder” and list the following:

State of California California Public Utilities Commission Administrative Services Division, Management Services Branch 505 Van Ness Avenue San Francisco, CA 94102

• The State of California, its officers, employees, and servants are hereby listed as additional insured under Commercial General Liability but only with respect to work performed for the State of California, under the contract (SCM 7.40).

19. SB/DVBE Participation Programs

A. Contractor understands and agrees that should award of this contract be based in part on their commitment to use a Disabled Veteran Business Enterprise (DVBE) subcontractor(s) identified in their bid or offer, per Military and Veterans Code section 999.5, subdivision (e), a DVBE subcontractor may only be replaced by another DVBE subcontractor and must be approved in writing by the Department of General Services (DGS) Office of Small Business and DVBE Services (OSDS). Changes to the scope of work that impact the DVBE subcontractor(s) identified in the bid or offer and approved DVBE substitutions will be documented by contract amendment.

B. Failure of Contractor to seek substitution and adhere to the DVBE participation level identified in the bid or offer may be cause for contract termination, recovery of damages under rights and remedies due to the State, and penalties as outlined in Military and Veterans Code section 999.9, or Public Contract Code sections 10115.10 or 4110 (applies to public works only).

C. If for this agreement Contractor made a commitment to achieve DVBE participation, upon completion of the awarded contract, the Contractor must certify to the awarding department all of the following:

1) The total amount the contractor received under the contract.

2) The name and address of the DVBE that participated in the performance of the contract and the contract number

3) The amount and percentage of work the Contractor committed to provide to one or more DVBE under the requirements of the contract and the amount each DVBE received from the Contractor.

4) That all payments under the contract have been made to the DVBE(s). Upon request by the awarding department, the Contractor shall provide proof of payment for the work.

D. STD 817 shall be used for Contractor’s certification and provided to the State’s Contract Administrator within 60 days of the end of the contract term. STD 817 is located at the following internet site:

https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std817.pdf

E. A person or entity…