25NS1134_IFB_Phone_Line_Interpreter_Services.pdf

California Public Utilities Commission IFB Number 25NS1134

California Public Utilities Commission (CPUC) Invitation for Bid (IFB) Number 25NS1134

For:

Phone Line Interpreter Services

August 4, 2026

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.

The CPUC helps Californians in the language of their choice, using Commission staff when available. In many instances, no staff member speaks the requested language, or the staff member is not available. In these instances, which are frequent, the CPUC utilizes a language telephone line service to provide interpretation while the caller is still on the phone with CPUC staff members.

This contract is one of the resources the CPUC uses to comply with State Law mandates of the Dymally-Alatorre Bilingual Services Act, to be used when no staff member is available, or no staff member speaks the requested language. The CPUC is committed to ensuring all its programs and services are accessible to all California residents, including non- or Limited English Proficient (LEP) individuals.

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 August 28, 2026 by 10:00AM Pacific Time.

CPUC Point of Contact:

Trisha Duchaine

Trisha.Duchaine@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

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 02/2025)

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 – COST SHEET

ATTACHMENT 14 – SAMPLE STANDARD AGREEMENT

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

Exhibit A, Scope of Work

1. Introduction

The California Public Utilities Commission (hereinafter referred to as the CPUC) regulates services and utilities, protecting consumers, safeguards the environment, and assures Californians’ access to safe and reliable utility infrastructure and services. The essential services regulated include electric, natural gas, telecommunications, water, railroad, rail transit, and passenger transportation companies.

The CPUC helps Californians in the language of their choice, using Commission staff when available. In many instances, no staff member speaks the requested language, or the staff member is not available. In these instances, which are frequent, the CPUC utilizes a language telephone line service to provide interpretation while the caller is still on the phone with CPUC staff members. This contract is one of the resources the CPUC uses to comply with State Law mandates of the Dymally-Alatorre Bilingual Services Act, to be used when no staff member is available, or no staff member speaks the requested language. The CPUC is committed to ensuring all its programs and services are accessible to all California residents, including non- or Limited English Proficient (LEP) individuals.

CPUC staff handles these situations by calling a toll-free number for the contractor while the caller is on hold or on the line. The expectation is the Contractor will provide an interpreter for telephone call assistance and ask clarifying questions of the caller as needed when directed by CPUC staff. It is essential that call back service is avoided, and that all interpretation is accomplished at the time of telephonic consultation.

The Contractor’s responsibility is to provide language interpretation services when the service is called, in real time. Due to the multitude of consumers from all over the world within California, we request the contractor provide interpreters in as many different languages as possible. The Contractor must be able to provide the following most frequently requested languages within this list:

Spanish Russian

Cantonese Armenian

Mandarin Farsi

Korean Arabic

Tagalog Japanese

Vietnamese Punjabi

Anticipate usage: The CPUC has used an average of 310 calls/2,225 minutes per month.

CPUC expects to sustain this increased call volume for the foreseeable future, although demand for services could fluctuate depending on future needs.

2. Location of Services and Work Environment

a. The services shall be performed during real time via telephone when a customer calls and translation is needed from the contractor.

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

3. Contractor Responsibilities

a. The Contractor shall provide language interpretation services when the service is called, in real time, not at a later date and time, and no call back services.

b. The Contractor shall provide monthly reports accompanying invoices. The reports must specify which languages were requested that month and how frequently interpretation was provided for these languages. The Contractor must provide a year-to-date summary of call data upon request. As part of processing payments, the CPUC Contract Manager will review invoices and accompanying reports to determine if a deliverable has been successfully completed and acceptable for payment processing.

c. Contractor shall provide interpretation services in the languages listed in the chart.

4. License/Permit/Certification Requirements and Qualifications

All interpreters and translators utilized to perform services under the contract must meet at least one of the two following minimum qualifications.

a. Minimum Qualifications I

I. All interpreters and translators, as applicable, have been tested and certified by a professional organization or association recognized as qualified by the industry; and

II. All interpreters or translators, as applicable, possess a valid certification (expiration date has not elapsed) that specifies the language(s) and is appropriate to the service(s) to be performed (interpretation and/or translation); and

III. The certification resulted from a competency test to measure the Interpreter and/or Translator's level of skill, in the applicable language(s).

Documentation that certifies the Interpreter has engaged in continuous education training and has two years’ experience working for the state, local or federal government as a contracted interpreter to ensure accuracy of interpreting using a wide range of vocabulary, language skills that include grammar, pronunciation, etymology, improvisation techniques, and cultural awareness.

OR

b. Minimum Qualifications III

I. For Interpreters:

i. Information is maintained that specifies how the Interpreter's language fluency was verified/tested; and

ii. The date interpreter's fluency was verified/tested is maintained on file; and

iii. Documentation to identify the language(s) the Interpreter is qualified to provide interpreter services; and

iv. Documentation to identify the level of competency verified/tested (e.g., general conversational, legal, medical or scientific) and the score or rating assigned to identify the Interpreter's level of fluency; and

v. Documentation that certifies the Interpreter has a minimum of three years of professional experience that includes contracting with state, local, or federal government entities, submits proof of attending ethic workshops and proof of adequate continuing education that includes training, and professional experience up to 30 hours a year performing interpreter services in the applicable language. Two of the three years' experience must have been acquired within the last two years.

II. Documentation that certifies the Interpreter has engaged in continuous education training and has two years’ experience working for the state, local or federal government as a contracted interpreter to ensure accuracy of interpreting using a wide range of vocabulary, language skills that include grammar, pronunciation, etymology, improvisation techniques, code of ethics, and cultural awareness.

By signing this agreement, the Contractor hereby certifies that all interpreters to be used to perform services under this agreement shall meet one of the above minimum qualifications. The Contractor agrees to maintain all required documentation stated to meet these minimum qualifications and shall provide it to CPUC upon request.

5. Ethics and Professional Standards for Interpreters

All interpreters utilized by contractors to perform services under this agreement must uphold the following standards, prior to commencement of any services:

a. Cultural sensitivity & courtesy: Interpreters shall be culturally competent, sensitive and respectful of the individuals they serve.

b. Impartiality: Interpreters shall maintain impartiality and shall not counsel, advise or project their own personal biases or beliefs. The Interpreter shall avoid distorting the message in favor of one party or the other.

c. Non-discrimination: Interpreters shall always be neutral, impartial and unbiased.

Interpreters/translators shall not discriminate on the basis of gender, disability, race, color, national origin, age, socio-economic or educational status or religious, political or sexual orientation.

d. Conflict of interest: Interpreters shall disclose any real or perceived conflict of interest which would affect their objectivity in the delivery of services. Providing interpretation or translation services for family members or friends may violate the individual's right to confidentiality or constitute a conflict of interest.

e. Withdrawal: Interpreters who are unable to ethically perform in a given situation, shall refuse or withdraw from the assignment without threat or retaliation.

f. Professional integrity: Interpreters shall demonstrate professionalism and personal integrity, including:

• If the Interpreter believes he or she may have interpreted inaccurately or incompletely, he or she will make this known and, if possible, provide a corrected interpretation.

• If the Interpreter believes he or she is so impacted by the content to be interpreted, that he or she becomes unable to interpret and completely, he or she shall inform the parties of their intent to withdraw without threat or retaliation.

g. Accuracy: Interpreters shall render the message faithfully, conveying the content, spirit and cultural context of the original message. This means the Interpreter shall interpret everything the speaker or document says without changing the meaning, conveying what is said and how it is said, without additions, omissions or alterations, but with due consideration of the cultural context of both the sender and the receiver of the message.

h. Role boundaries: Interpreters shall maintain the boundaries of their professional role, refraining from personal involvement. This does not mean that an interpreter cannot be friendly or develop a rapport with the person speaking but does not represent personal involvement in their interpretation.

i. Confidentiality: Interpreters shall not divulge any information learned in the performance of professional duties.

Violations of the above standards may result in disqualification of an interpreter or termination of the contract.

6. CPUC Responsibilities

CPUC shall:

a. Contact the Contractor to request interpretation services and transfer callers.

b. Review invoices and accompanying reports to determine if a deliverable has been successfully completed and acceptable for payment processing.

7. Period of Performance

This Agreement will be for approximately 9 (nine) months, taking effect October 1, 2026, and ending June 30, 2027.

8. Amendments

CPUC will have the option to extend the term of this agreement for an additional 1 (one) year.

This amendment will be for the same services at the same rates. 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.

9. Contract Representatives Information

The Contract Representatives during the term of this Agreement:

State Agency: Public Utilities Commission

Contractor:

Section/Unit: External Affairs

Name: Elizabeth Auer Name:

Phone: (916) 751-9446 Phone:

Email: Elizabeth.auer@cpuc.ca.gov Email:

Direct all Administrative inquiries to:

State Agency Public Utilities Commission

Contractor:

Section/Unit: Contracts and Procurement

Attention: Trisha Duchaine Name:

Phone: Phone:

Email: trisha.duchaine@cpuc.ca.gov Email:

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

EXHIBIT B – BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Payments

As compensation for the services specified in Exhibit A and upon receipt and approval of

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

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

B. Invoice Details

Each invoice shall include the following details:

I. Contract Number

II. Contractor Name

III. Contractor Billing Address

IV. Itemized Cost Per Deliverable

V. Total Invoice Amount

VI. Invoice Number

VII. Invoice Date

VIII. Service Date(s)

IX. Contact Information

X. Retention Amount to be Withheld

XI. SB/DVBE Certification Number

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

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

C. Invoice Submission

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

APInvoice@cpuc.ca.gov mailto:APInvoice@cpuc.ca.gov

Fiscal Office, Room 3000 505 Van Ness Avenue

San Francisco, CA 94102 ATTN: Account Payable Technician

D. Travel

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

E. Retention of Records and Audit Requirement

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

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this

Agreement shall be of no further force and effect. In this event, the CPUC shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

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

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code

Chapter 4.5, commencing with Section 927.

EXHIBIT C – GENERAL TERMS AND CONDITIONS (GTC 02/2025)

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 section 8.

7. Confidentiality and Data Safeguards

DEFINITIONS:

7.1 Confidential Information means any non-public information, whether in written, oral, graphic, electronic or any other form, including without limitation, unpublished financial information, state plans and practices, and projections, and marketing data, business, financial, technical information, user manuals, forecasts, analyses, software and processes, or information which would be deemed by a reasonable person to be confidential or proprietary in nature.

Confidential Information also means an individual’s health, genetic or biometric information, race, ethnic origin, sexual orientation, religious or political, beliefs/affiliation, or criminal record.

The contracting state agency may also designate information as “Confidential” or “Proprietary.”

7.2 Personal Information as set forth in Civil Code section 1798.3, subdivision (a) of the

California Information Practices Act (§1798 et. seq) means any information that is maintained by an agency that identifies or describes an individual, including, but not limited to, their name, social security number, physical description, home address, home telephone number, education, financial matters, and medical or employment history. It includes statements made by, or attributed to, the individual.

7.3 State Data means all information and data owned by the State and submitted to, processed by, or stored by the Contractor and includes, but is not limited to, all data/information that originated with the State, all data/information provided by the State, and data/information generated, manipulated, produced, reported by or otherwise emanating from or by applications run by the State. State Data encompasses Confidential Information and Personal Information.

7.4 Security Incident means any actual or suspected unauthorized access, destruction, loss, theft, use, modification, or disclosure of State Data.

DATA PRIVACY AND CONFIDENTIALITY:

7.5 Contractor shall not collect, use, retain, disclose, sell or otherwise make use of State Data for

Contractor’s own commercial purposes or in a way that does not comply with the purpose of this Contract or applicable law. If an applicable law requires Contractor to disclose State Data, the Contactor must first inform the State of the legal requirement and give State an opportunity to object or challenge the requirement, unless the applicable law prohibits such notice.

7.6 Contractor shall ensure confidentiality and security of State Data. Contractor shall ensure that all its personnel as well as personnel of its subcontractors with access to State Data comply with security and confidentiality obligations set forth in the Contract.

7.7 Contractor will not disclose State Data or allow access to such information to any third party without the State’s prior written consent; provided, however, that Contractor may disclose State

Data to its affiliates and subcontractors for purposes of providing the services to the State under this Contract. Contractor will be liable for all actions by the subcontractor related to the use, processing and/or disclosure of State Data.

7.8 Contractor will return or render permanently unreadable and unrecoverable all State Data at the end of this Contract or upon the State’s written request unless State Data must be retained by Contractor to comply with applicable laws. Erasure or destruction of all State Data in

Contractor’s possession shall be in accordance with State’s standard for data destruction, which

State shall provide to Contractor. If requested, Contractor shall provide certification of destruction to State.

DATA PROTECTION:

7.9 Contractor shall implement and maintain all appropriate administrative, physical, technical, and procedural safeguards in accordance with applicable laws, policies, and regulations at all times during the Contract term to protect State Data, systems, and services, from unauthorized or unlawful use, access, modification, disclosure or destruction, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts.

7.10 Unless otherwise specified in the Contract or Statement of Work, upon discovery or reasonable belief of any Security Incident, Contractor shall notify the State in writing by the fastest means available, in no event greater than 48 hours after such discovery or belief.

Contractor’s notification shall identify, to the full extent known to Contractor:

a. The nature of the Security Incident;

b. The State Data improperly accessed, used, or disclosed;

c. The individual records improperly accessed, used, or disclosed if Confidential

Information or Personal Information is involved;

d. The person(s) who improperly accessed, used, disclosed or received State Data;

e. What Contractor has done or will do to quarantine and remediate the Security Incident;

and

f. What corrective action(s) Contractor has taken or will take to prevent future Security

Incidents.

7.11 Contractor shall take prompt corrective action to mitigate any risks or damages involved with the Security Incident.

7.12 If Contractor experiences a Security Incident, the State shall determine whether notification to any individuals whose State Data has been improperly accessed, lost or breached is appropriate. If Confidential Information or Personal Information is reasonably believed to have been improperly accessed or acquired by an unauthorized person as a result of a Security

Incident that is not due to the fault of the State or any person or entity under the control of the

State, Contractor shall bear any and all costs associated with the State’s notification obligations as required by all applicable laws and regulations, as well as the cost of credit monitoring.

Contractor shall immediately investigate the Security Incident and shall share the investigation report with the State. The State or its authorized agents reserve the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State, its agents, and law enforcement.

7.13 If the State determines that the data loss or Security Incident is significant, at the discretion of the State, Contractor will, at its expense, have an independent, industry-recognized, State-approved third party perform an information security audit. Contractor shall immediately share the audit results with the State upon Contractor’s receipt of such results. Contractor will provide the State with written evidence of planned remediation within thirty (30) days from receipt of the audit results and promptly modify its security measures.

SURVIVAL:

7.14 These privacy, confidentiality, and protection obligations of Contractor, its, agents, successors, and/or assigns, continues for so long as Contractor has access to State Data, including required retention or storage timeframes after Contract termination or expiration.

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.

8. Non-Disclosure

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.

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 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.

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

The Contractor 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 the Confidentiality of Data

Agreement/Nondisclosure Section.

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

LEGAL NOTICE

This report was prepared as an account of work sponsored by the California Public Utilities

Commission. It does not necessarily represent the views of the Commission or any of its employees except to the extent, if any, that it has formally been approved by the Commission at a public meeting. For information regarding any such action, communicate directly with the

Commission at 505 Van Ness Avenue, San Francisco, California 94102. Neither the

Commission nor the State of California, nor any officer, employee, or any of its contractors or subcontractors makes any warranty, express or implied, or assumes any legal liability whatsoever for the contents of this document.

9. Termination for Convenience

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

10. Termination in Event of Breach

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

11. Waiver

No waiver of any breach of this contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this contract shall be taken and construed as cumulative: that is, in addition to every other remedy provided herein or by law. The failure of State to enforce at any time any of the provisions of this agreement, or to require at any time performance by

Contractor of any of the provisions thereof, shall in no way be construed to be a waiver of such provision nor in any way to affect the validity of this agreement or any part thereof or the right of State to thereafter enforce each and every such provision.

12. Gratuities

A. The State may, by written notice to the Contractor, terminate the right of Contractor to proceed under this contract if it is found, after notice and hearing by the State or by

Executive Director of the Public Utilities Commission or duly authorized representative, that gratuities were offered or given by the Contractor, or any agent or representative of the

Contractor, to any officer or employee of the State with a view toward securing a contract, securing favorable treatment with respect to award amendment, or the evaluation of performance of such contract, provided that the facts upon which either the Commission or the Executive Director makes such findings may be reviewed in any competent court.

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

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

13. Conflict of Interest

Contractor agrees to refrain from entering into any relationship which could result in a conflict of interest in the performance of this Agreement; and to notify the Commission’s Contract

Manager promptly of any potential conflict of interest, including subcontractors. The

Commission may exercise its option to terminate this Agreement if a conflict is found.

14. Complete Agreement

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

15. Captions

The clause headings appearing in this agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope or intent to the clauses to which they appertain.

16. Force Majeure

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

17. Tax Delinquencies

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

Franchise Tax Board (FTB) and California Department of Tax and Fee Administration

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

18. Registration with Secretary of State

All business entities doing business within the State must be admitted and registered with the

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

19. Amendments

A. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in this Agreement is binding on any of the parties.

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

20. 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. 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.

D. 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).

21. 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 that knowingly provides false information will be subject to a civil penalty for each violation. (Mil. & Vet. Code, § 999.5, subd. (d).)

22. DVBE Audit

Contractor agrees that the State or its delegate will have the right to review, obtain, and copy all records pertaining to Contractor’s compliance with the Disabled Veteran Business Enterprise

(DVBE) requirements as contained in Public Contract Code sections 10115 et. seq. Contractor agrees to provide State or its delegate with any relevant information requested and shall permit

State or its delegate access to its premises, upon reasonable notice, during normal business hours for the purposes of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose https://www.documents.dgs.ca.gov/dgs/fmc/pdf/std817.pdf of determining compliance with the DVBE requirements. Contractor further agrees to maintain such records for a period of three (3) years after final payment under this Agreement.

23. Evaluation of Contractor

Performance of the Contractor under this Agreement will be monitored throughout the terms of the Agreement. Upon completion of the scope of work or termination of the Agreement, a final evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4) and maintained in the Agreement file. For consultant agreements over $5,000 in total contract value a copy of a negative evaluation will be sent to the Department of General Services, Office of Legal Services.

24. Russia Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-

Order.pdf regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to

Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response.

Termination shall be at the sole discretion of the State.

25. Conditions of Service

A. Contractor will abide by all State and Federal laws in performance of this contract.

B. Contractor and all subcontractors shall abide by all health and safety mandates issued by federal, state, and local governments and/or public health officers as well as those issued by

DGS, and worksite specific mandates. If multiple mandates exist, the Contractor and subcontractors shall abide by the most…