Att_1_Sample_Agreement.pdf

RFO 25-1042

Attachment 1.A

EXHIBIT A

STATEMENT OF WORK

1. OBJECTIVE

TBD Contractor (hereafter referred to as Contractor) must provide the Office of Energy Infrastructure Safety’s (hereafter referred to as Energy Safety) Information Technology (IT) Section, Business Solutions Analyst (BSA) Consulting Services as described herein.

2. BACKGROUND

Energy Safety was established on July 1, 2021, to ensure electrical utilities are taking effective actions to reduce utility-related wildfire risk.

The Contractor must provide the services of one BSA consultant to support the department’s IT operational systems. The BSA will assist Energy Safety by providing recommendations for solution development, creating solution diagrams, and working collaboratively with Energy Safety IT staff in the enhancement or development of IT solutions recommended.

3. TERM OF PERFORMANCE

The term of this Agreement is upon approval (Effective Date) through 24 months. Energy Safety, at its sole option, may amend the original Agreement to add funds and/or to extend the term for one additional option, for a period of twelve months at the original rates evaluated and considered as indicated in Exhibit B-1, Cost Worksheet.

The Contractor must not be authorized to performance of services described in this Agreement prior to the effective date. Energy Safety will not provide compensation to the Contractor for any delivery of goods or performance of services commenced prior to the effective date.

4. CONTRACT REPRESENTATIVES

Any changes in Contractor’s Project Manager must be immediately reported in writing to Energy Safety. Energy Safety reserves the right to identify an Energy Safety Designated Representative in the absence of the Energy Safety Contract Manager or Designated Representative.

The Representatives during the term of this Agreement will be:

Energy Safety Contactor Section/Unit: Information Technology Section Name:

Name: Title:

Address: Address:

Phone: Phone:

Email: Email:

Direct all contract inquiries to:

5. WORK LOCATION

Contractor may be required to perform services onsite at Energy Safety offices in Sacramento or work offsite for tasks not requiring in-person interaction upon Energy Safety Contract Manager approval.

For onsite services, the Energy Safety Contract Manager will ensure onsite resources are available for the Consultant as necessary which include items such as hoteling stations with desk and chair, network connections, visitor badge, general office supplies, etc. Additional onsite resources, as needed, will be provided by Energy Safety Contract Manager. Transportation and parking expenses or reimbursement are not provided by this Contract.

6. SERVICE HOURS

A. Services must be provided during Energy Safety business hours which are Monday through Friday from 8:00 A.M. to 5:00 P.M. (PST), excluding State holidays.

B. During the term of this Agreement, Energy Safety Contract Manager and the Contractor must mutually agree in writing to modify the workdays or hours to reasonably accommodate the completion of the work.

7. QUALIFICATION REQUIREMENTS

Contractor must provide one BSA who possesses, and maintains for the life of the Agreement, the Minimum Qualifications (MQs) as required and indicated in Contractor’s response the RFO and in accordance with Contractors TDDC MSA.

8. SERVICES TO BE PERFORMED

The BSA will support business analysis, requirements refinement, quality assurance, and Scrum process coordination for multiple Energy Safety applications, including but not limited to enforcement management and general application support. This role is critical to ensure timely delivery of enhancements and alignment between business needs and technical implementation.

The BSA will provide the following services:

1. Business Analysis and Requirements Management

a. Collaborate with program areas, the data team, and other stakeholders to elicit, document, and validate business requirements for mission-critical applications.

b. Translate business needs into clear, concise, actionable technical requirements and well-structured user stories that:

Energy Safety Contactor Section/Unit: Administrative Services Division Name:

Name: Title:

Address: 715 P Street, 15th Floor Sacramento, CA 95814 Address:

Phone: Phone:

Email: Email:

https://www.calhr.ca.gov/employees/pages/state-holidays.aspx https://www.calhr.ca.gov/employees/pages/state-holidays.aspx

i. Are written from an end-user perspective

ii. Include detailed acceptance criteria, data mapping, and field-level requirements

c. Support accurate sizing and sprint planning

d. Develop and maintain functional documentation, including:

i. Business Requirements Documents (BRD)

ii. Business process workflows and process maps

iii. Stakeholders register and traceability matrix

e. Ensure requirements are properly reviewed, approved, and traceable through the entire software development lifecycle (SDLC).

f. Proactively identify requirement gaps, risks, or dependencies and drive timely resolution.

g. Support release planning and readiness assessments to ensure completeness before deployment.

2. Agile/Scrum coordination and project support

a. Facilitate and support core Scrum ceremonies

b. Sprint Planning

i. Backlog Refinement

ii. Daily Stand-ups

iii. Sprint Reviews and Retrospectives

c. Maintain Scrum artifacts including:

i. Product Backlog with prioritization aligned to strategic goals

ii. Sprint Goals and Definition of Done

iii. User story and acceptance criteria templates

d. Support the Product Owner in backlog prioritization and stakeholder alignment.

e. Track and report team progress using Agile metrics (e.g., velocity, burndown).

f. Coordinate sprint deliverables, remove impediments where appropriate, and escalate blockers when necessary.

g. Ensure consistent and repeatable Agile practices across projects.

3. Quality Assurance, Functional Testing and User Acceptance Testing (UAT)

a. Create test plans, test cases, and test scripts based on requirements and acceptance criteria.

b. Execute and document results of:

i. Functional testing

ii. Regression testing

iii. Integration and data validation testing

c. Work with business stakeholders to coordinate and facilitate User Acceptance

d. Track, log, and retest defects using IT tools and ensure timely resolution.

e. Ensure quality standards are met ahead of release and support post-deployment verification.

4. Application Security Testing

a. Design and execute baseline application security validation checks consistent with

Energy Safety standards.

b. Validate user roles and permissions and ensure appropriate access control requirements are documented.

c. Document remediation requirements for any vulnerabilities identified during testing.

9. DELIVERABLES

The BSA must work with the Energy Safety Contract Manager to determine completion dates for each work product. The BSA will complete and provide the following deliverables:

A. Onboarding (within 30 days of Agreement execution)

1. Review system documentation and current architecture to understand current structures, processes, and plans.

2. Review program and operational requirements to assess business and technical data needs.

B. Task Accomplishment Plan (TAP) due within 45-90 days of Agreement execution

1. Presents the full scope of work, including services to be performed.

2. Update as needed to include:

a. Findings and recommended actions, with estimated task completion dates.

b. Status updates upon task completion to reflect progress and changes.

c. Key due dates and milestone tracking.

d. Operational efficiency suggestions based on data and system capabilities.

3. Provide updates on the TAP, as directed by the Energy Safety Contract Manager.

C. Operations and Communications

1. Participate in operational meetings, planning sessions, and executive briefings.

2. Submit Bi-Weekly Status Reports, including:

a. Completed tasks and those in progress.

b. Upcoming tasks for the next month.

c. Stakeholder engagement and user readiness updates.

d. Change request activity and corrective action plans.

e. Budget summary with actual and cumulative costs to date.

3. Assist with the development and maintenance of system management reports.

4. Provide updates to system enhancement schedules.

5. Identify and report risks or issues and recommend resolution steps.

6. Deliver verbal reports and presentations, as directed.

7. Attend meetings as directed by Energy Safety Contract Manager.

D. Training and Testing

1. Conduct training sessions with IT staff on architectural processes and tools.

2. Participate in testing, as directed by Energy Safety Contract Manager.

E. Final Report and Executive Briefing

1. Prepare and submit a Final Report documenting completed tasks and outcomes.

2. Present a summary of the Final Report to the Energy Safety Contract Manager and Executive

Leadership, highlighting:

a. Key results and benefits.

b. Lessons learned.

c. Recommended next steps or improvements.

F. Knowledge Transfer

1. Provide technical documentation (e.g., design documents, job aids).

2. Conduct knowledge transfer sessions for Energy Safety IT staff.

3. Deliver training either in-person or via Microsoft Teams, as directed.

10. ACCEPTANCE OF DELIVERABLES

It is Energy Safety’s sole determination as to whether a project deliverable identified in this Agreement has been successfully completed and is acceptable to Energy Safety.

11. WORK AUTHORIZATION PROCESS

The Work Authorization (WA) process is the process by which Energy Safety directs the Contractor.

Energy Safety will use the WA form to specify the services the Contractor must provide.

A. The Contractor will develop a WA to include a detailed statement of the purpose, objective, or goals to be undertaken to complete work as described in this RFO, by the Consultant staff, Work Authorization Form, (Exhibit A-1).

B. All WA Forms must be approved in writing by the Energy Safety Contract Manager before the Consultant staff begin work.

C. Energy Safety has the right to require the Contractor to stop or suspend work on any WA.

D. The WA specifies the time in which the Contractor must perform the required work. Energy Safety will only pay for the time associated and documented in the signed WA. Consultant staff is not permitted to expend or work beyond the hours identified in the approved WA unless the procedure below is followed:

1. If, in performance of the work, the Consultant determines that a WA to be performed under this Agreement cannot be accomplished within the estimated work hours identified in the approved WA, the Consultant must immediately notify Energy Safety in writing of the Consultant’s estimate of the work hours which must be required to complete the WA in full. Upon receipt of such notification, Energy Safety may:

a. Authorize the Consultant to expend the estimated additional work hours or service in excess of the original estimate necessary to accomplish the WA;

b. Terminate the WA; or

2. Energy Safety will notify the Consultant in writing of its decision within seven business days after receipt of the notification. If notice of the decision is given to proceed via an amended WA signed by the Contractor and Energy Safety, the Consultant may expend the estimated additional work hours for agreed upon services. Energy Safety agrees to reimburse the Contractor for the work hours specified in the WA.

12. PERFORMANCE

The Consultant staff are expected to conduct themselves in a professional manner and adhere to all mandated State policies which include but is not limited to workplace violence, sexual harassment or ethics.

The Consultant staff are expected to perform work and complete deliverables as approved in the WA. Energy Safety is the sole judge of the Consultant staff performance related to this Agreement.

If Consultant staff fail to perform the work related to this Agreement, following resolution process will be employed:

A. Energy Safety will notify the Contractor in writing within five business days after completion of each phase of service of any acceptance problems by identifying the specific inadequacies or failures in the services performed and/or the products produced by the Contractor. The costs related to reworking an unacceptable product or products must not be billed to Energy Safety.

B. The Contractor must, within five business days after initial problem notification, respond to Energy Safety by submitting a detailed explanation describing precisely how the identified services or products adhere to and satisfy all applicable requirements, or a proposed corrective action plan to address the specific inadequacies and/or failures in the identified services and/or products. Failure by the Contractor to respond to Energy Safety’s initial problem notification within the required time limits may result in immediate termination of the Agreement. In the event of such termination, Energy Safety must pay all amounts due to the Contractor for all work accepted prior to termination.

C. Energy Safety will, within five business days after receipt of the Contractor’s detailed explanation or proposed corrective action plan, notify the Contractor in writing whether it accepts or rejects the explanation or plan. If Energy Safety rejects the explanation or plan, the Contractor must submit a revised corrective action plan within three business days of notification of rejection.

Failure by the Contractor to respond to Energy Safety’s notification of rejection by submitting a revised corrective action plan within the required time limits may result in immediate termination of the Agreement. In the event of such termination, Energy Safety must pay all amounts due to the Contractor for all work accepted prior to termination.

D. Energy Safety will, within three business days of receipt of the revised corrective action plan, notify the Contractor in writing whether it accepts or rejects the revised corrective action plan proposed by the Contractor. Rejection of the revised corrective action plan may result in immediate termination of the Agreement.

13. PROBLEM ESCALATION

When problems or issues arise related to completion of work, the Contractor will inform the Energy Safety Contract Manager. The Contractor is expected to work with the Energy Safety Contract Manager to resolve problems.

In instances when the Energy Safety Contract Manager is non-responsive or unable to resolve the problem, the Contractor will document the issue and notify the appropriate Energy Safety personnel as follows:

First Level - TBD Second Level – TBD

14. CONTRACTOR RESPONSIBILITIES

Contractor will:

A. Ensure the proposed and assigned BSA will stay abreast of the latest IT processes and methodologies, such as IT services lifecycle, project management and IT industry trends. Energy Safety does not pay for or reimburse educational expenses for Contractor staff.

B. Work collaboratively with the Energy Safety Contract Manager in all administrative matters regarding the Agreement and services performed by the assigned BSA.

C. Respond timely to the Energy Safety Contract Manager on all matters regarding the Agreement and services performed by the assigned BSA.

D. Ensure timely submission of all documentation and invoices in support of this Agreement.

15. CONSULTANT STAFF RESPONSIBILITIES

The BSA will:

A. Meet with the Energy Safety Contract Manager to discuss the development of the TAP which documents the work to be performed by the BSA under this Agreement.

B. Complete the deliverables of the Agreement.

C. Work collaboratively with the Energy Safety Contract Manager, IT Section and, as required, Energy Safety staff to ensure successful completion of deliverables.

D. Incorporate documentation revisions assigned by the Energy Safety Contract Manager.

E. Provide deliverables to Energy Safety in the format specified by Energy Safety. If a format is not expressly identified, the BSA and Energy Safety must mutually agree upon a format.

F. For any public facing deliverable, adhere to the respective Americans with Disabilities Act rules and regulations as well as any California equivalent. This includes any graphic depiction of information or other images used.

G. Ensure Energy Safety Contract Manager’s approval on WA prior to starting tasks identified within the WA, WA Form, (Exhibit A-1).

H. Obtain Energy Safety Contract Manager’s written approval on deliverable acceptance prior to invoicing for completion of WA services, tasks or deliverable via signed Work Authorization Acceptance (WAA) Form, (Exhibit A-2).

16. ENERGY SAFETY RESPONSIBILITIES

Energy Safety will:

A. Provide Consultant staff with all information needed to complete the work required to complete the work of the Agreement.

B. Provide Consultant staff with the necessary contact information for internal IT staff.

C. Assign a project manager, if other than the Energy Safety Contract Manager, to act as the point of contact for the Agreement.

D. Only pay for work listed in Exhibit B1, Cost Worksheet.

E. Review submitted WAs, WAAs and deliverables and communicate deliverable acceptance.

F. Issue written approval of the deliverables via WA and WAA acceptance processes.

17. PERSONNEL CHANGES

Contractor must notify Energy Safety, in writing, of any changes needed related to Consultant staff personnel assigned to this Agreement. Contractor’s request to replace key staff must be submitted on the Personnel Change Order Request form (Exhibit E) and approved in writing by the Energy Safety Contract Manager prior to the replacement of key staff beginning work.

Contractor must propose replacement key staff who possess equal or better qualifications at the same or lower rate. Contractor must submit the applicable Consultant Experience Worksheet and Resume from the RFO, replacement staff’s resume, and three references indicating how the proposed key staff meets or exceeds all of the minimum requirements that were evaluated as a part of the award and the resulting Agreement.

Energy Safety reserves the right, at its sole discretion, to require the Contractor to replace any assigned staff, key staff, or additional staff at any time for reasons that may include, but are not limited to, poor performance, lack of experience, or unprofessional behavior/harassment in the workplace (subject to compliance with applicable law and State policies). Energy Safety will notify the Contractor in writing when exercising that right. The Contractor, within 30 business days of such notification, will propose candidates to Energy Safety for the key staff roles that meet or exceed the mandatory qualifications at the same or lower rate.

Attachment 1.A-1

EXHIBIT A-1

WORK AUTHORIZATION

WORK AUTHORIZATION REFERENCE NUMBER: _______________

PAGE(S): _______________

The tasks/deliverables(s) must be performed in accordance with this Work Authorization and the provisions of Contract Number: 25-0048

DELIVERABLE TASKS

SCHEDULE DATES

START DATE COMPLETION DATE

TOTAL COST ESTIMATES

Resource Role Hours Total

TOTAL COST:

AUTHORIZED AND APPROVED

CONTRACTOR ADMINISTRATOR NAME ENERGY SAFETY ADMINISTRATOR NAME

DATE: DATE:

Attachment 1.A-2

EXHIBIT A-2

WORK AUTHORIZATION ACCEPTANCE

DELIVERABLE(S) FOR WORK AUTHORIZATION REFERENCE NUMBER: ____________

PAGE(S): ____________

DELIVERABLE COMPLETION DATE:

TOTAL COST OF DELIVERABLE(S): $

Services and Deliverable Description Tasks Status

ENERGY SAFETY ACCEPTANCE

ENERGY SAFETY CONTRACT MANAGER NAME:

DATE:

Note: Upon Energy Safety approval of the Work Authorization Acceptance as stipulated in the contract, Contractor may submit an invoice to Energy Safety for Project Tasks/Deliverables Completed. Refer to payment terms in Exhibit B.

Attachment 1.B

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. INVOICING AND PAYMENT

A. Cost must not exceed $600,000.00.

B. For services satisfactorily rendered, and upon receipt and approval of invoices, Energy Safety agrees to compensate the Contractor for actual expenditures incurred.

C. Payment for services performed under this Contract will be hourly by Work Authorization (WA). It shall be Energy Safety’s sole determination as to whether a deliverable has been successfully completed and is acceptable.

D. Invoices shall identify labor and costs charged for each task/deliverable. Invoices shall be submitted monthly, in arrears, identifying Contractor personnel by name and classification, hourly rate of pay and hours expended by tasks/deliverable;

however, invoices shall be due and payable, and payment shall be made, only after Energy Safety acceptance of hours worked or completion of each deliverable under this Contract.

E. Invoices will include, as applicable:

1. Contract Number

2. Date of Invoice

3. Date of Service(s)

4. Location of Service(s)

5. Description of Service(s), applicable rate(s), and total dollar amount

6. Contact phone number for billing questions

F. Contractor must send invoices, billing, and other correspondence related to Contactor’s invoicing to: invoices@energysafety.ca.gov

G. Should an invoice be disputed, Contractor must correct any/all disputed items on the invoice and resubmit the invoice as indicated above. Failure to provide and resubmit corrected invoice shall result in a delay of payment. Under no circumstances will a credit memo be accepted in lieu of a corrected invoice.

2. TRAVEL AND PER DIEM

Energy Safety does not anticipate any travel or per diem costs to be incurred under this Agreement However, should such costs be incurred, they must be the sole responsibility of Contractor and will not be paid separately as part of this Contract.

3. 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 Contract does not appropriate sufficient funds for the program, this Contract will be of no further force and effect. In this event, Energy Safety will have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this Contract and the Contractor will not be obligated to perform any provisions of this Contract.

mailto:invoices@energysafety.ca.gov

Attachment 1.B

B. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, Energy Safety will have the option to either cancel this Contract with no liability occurring to Energy Safety or offer a Contract Amendment to the Contractor to reflect the reduced amount.

C. This Contract is subject to any additional restrictions, limitations or conditions enacted by the Legislature that may affect the provisions, terms, or funding of this Contract in any manner.

4. PROMPT PAYMENT CLAUSE

Payment will be made in accordance with, and within the time specified in, Government Code section 927 et seq. Payment to small/micro businesses will be made in accordance with, and within the time specified in Government Code section 927, et seq.

5. CONTRACTOR OVERPAYMENTS

A. If Energy Safety determines that an overpayment has been made to the Contractor, Energy Safety will seek recovery immediately by: (a) calling the Contractor’s accounting office to request a refund of the overpayment amount, or

(b) offsetting subsequent Contractor payments by the amount of the overpayment if Contractor repayment or credit is not received within 30 days from the date of notice.

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

6. COST BREAKDOWN

See Exhibit B-1: Cost Worksheet.

Attachment 1.C

EXHIBIT C

TERMS AND CONDITIONS

This Agreement is issued under the Department of General Services (DGS) Technology, Digital and Data Consulting (TDDC) MSA 5-22-70-25-XXX. The General Provisions set forth in that agreement and are incorporated herein by reference as set forth in full text available at:

• Information Technology - General Provisions - Cloud Computing Services, DGS PD

402-ITGP (Cloud), effective 02/20/2025

• Information Technology - General Provisions - Non-Cloud Goods & Services, DGS PD 403-ITGP (Non-Cloud), effective 02/20/2025 https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-Cloud-DGS-PD-402ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-NonCloud-DGS-PD-403ITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-NonCloud-DGS-PD-403ITGP-Revised-02202025.pdf

Attachment 1.D

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. STANDARD CONDITIONS OF SERVICE

A. The Contractor must abide by all state and federal laws in performance of this

Agreement.

B. The Contractor must maintain all license(s) required by law for accomplishing any work required with this Agreement. In the event any license(s) expire at any time during the term of this Agreement, Contractor agrees to provide to Energy Safety a copy of the renewed license(s) within thirty (30) days following the expiration date. In the event the Contractor fails to keep in effect at all times all required license(s), Energy Safety may, in addition to any other remedies it may have, terminate this Agreement upon occurrence of such event.

C. The Contractor certifies that it has appropriate systems and controls in place to ensure that Energy Safety funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws.

D. Pursuant to Public Contract Code section 10295.4, persons or companies identified as the largest tax delinquents by the Franchise Tax Board (FTB) or the California Department of Tax and Fee Administration (CDTFA) are ineligible to enter into any contract with the state for non-IT goods or services. Any contract entered into in violation of section 10295.4 is void and unenforceable.

2. 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 or use tax imposed by another state.

3. RESOLUTION OF CONTRACT DISPUTES

A. In the event of a dispute, Contractor will attempt resolution with the Energy Safety

Contract Administrator with a written explanation of the situation. If no resolution is found, Contractor shall file a “Notice of Dispute” with Energy Safety within ten (10) days of the failed resolution at the following address:

Chief, Administrative Services Division 715 P Street, 15th Floor Sacramento, CA 95814

B. Administrative Services Division Chief or designee will meet with Contractor for purposes of resolving the dispute. The decision of the Administrative Services Division Chief or designee will be final. In the event of a dispute, the language contained within this Agreement and its attendant exhibits will prevail over any other language.

C. Neither the pendency of a dispute nor its consideration the by Administrative Services Division Chief will excuse Contractor from full and timely performance in accordance with the terms of the Agreement.

4. HEALTH AND SAFETY PROVISIONS

A. Contractor and all subcontractors will 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 Energy Safety, and worksite specific mandates. If multiple mandates exist, the Contractor and subcontractors will abide by the most restrictive mandate. The term “employee”, “worker”, “state worker”, or “state employee” in health and safety mandates includes contractor and subcontractor personnel.

B. Costs associated with adhering to health and safety mandates are the responsibility of the Contractor. Contractor is responsible for the tracking and compliance of health and safety mandates and may be audited upon request.

5. WAIVER

No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement will be taken and construed as cumulative: that is, in addition to every other remedy provided herein or by law. The failure of Energy Safety 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, will 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 Energy Safety to thereafter enforce each and every such provision.

6. GRATUITIES

A. Energy Safety may, by written notice to the Contractor, terminate the right of

Contractor to proceed under this Agreement if it is found, after notice and hearing by the Director of the Office of Energy Infrastructure Safety 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 Energy Safety with a view toward securing an Agreement, securing favorable treatment with respect to award amendment, or the evaluation of performance of such Agreement, provided that the facts upon which either Energy Safety or the Director makes such findings may be reviewed in any competent court.

B. In the event that this Agreement is terminated as provided in paragraph 1, Energy Safety will be entitled (i) to pursue the same remedies against Contractor as it could pursue in the event of the breach of the Agreement 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.

C. The rights and remedies of Energy Safety provided in this clause will not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

7. FORCE MAJEURE

Neither party will be liable to the other for any delay in or failure of performance, nor will 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.

8. CONSULTANT AGREEMENTS

A. Contractor represents that it has or will secure, at its own expense, all staff required to perform the services described in this Agreement. Such personnel may not be employees of, or have any contractual relationships with, any governmental agency. All Contractor and subcontractor’s personnel for which a resume was received during the solicitation period and subsequent execution are approved to perform work under this Agreement. Any Contractor and/or subcontractor personnel for which a resume has not been obtained by Energy Safety will not be added to the Agreement without Energy Safety’s prior written approval. Contractor and/or subcontractor personnel invoiced for without the express permission and/or approval of Energy Safety will not be compensated.

B. Contractor and subcontractor’s personnel, as indicated in the attached resumes, may not be substituted without Energy Safety’s prior written approval.

C. Energy Safety reserves the right to require the Contractor to replace any personnel at any time. Energy Safety will notify the Contractor in writing when exercising that right. The Contractor, within ten (10) working days of notification, shall provide Energy Safety with a replacement that holds equal or greater experience, knowledge and credentials as the original personnel.

D. The time for performance of the tasks and items within the budget, but not the total contract price, may be changed with the prior written approval of Energy Safety.

However, the date for completion of performance and the total contract price, as well as all other terms may be altered only by formal written amendment of this Agreement.

E. Energy Safety will evaluate the performance of the Contractor under this Agreement. The evaluation shall be prepared on Contract/Contractor Evaluation Sheet (STD 4) and maintained in the Agreement file. For consultant agreements, a copy of the evaluation will be sent to the Department of General Services, Office of Legal Services, if it is negative and over $5,000.

F. This Agreement is subject to the provisions of Public Contract Code 10365.5 which states:

1) No person, firm, or subsidiary thereof who has been awarded a consulting services contract may submit a bid for, nor be awarded a contract for, the provision of services, procurement of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate in the end product of the consulting services contract.

2) Subdivision (a) does not apply to any person, firm, or subsidiary thereof who is awarded a subcontract of a consulting services contract which amounts to no more than 10 percent of the total monetary value of the consulting services contract.

3) Subdivisions (a) and (b) do not apply to consulting services contracts subject to Chapter 10 (commencing with section 4525) of Division 5 of Title 1 of the Government Code.

9. CONFLICT OF INTEREST

A. Contractor must disclose to the Energy Safety Agreement Manager activities by the Contractor, Contractor’s employees, and independent contractors who are involved in the provision of consultation or other services to:

1) Investor-owned utilities: Bear Valley Electric Service; Liberty Utilities;

PacifiCorp; Pacific Gas and Electric Company; San Diego Gas & Electric Company; and Southern California Edison.

2) Entities that design, develop, construct, maintain, sell or acquire facilities and or equipment that generate, transmit, or distribute natural gas, electricity, and energy; or

3) Entities that design, develop, construct, maintain, sell or acquire facilities that generate, transmit, or distribute water and telecommunications.

B. The Contractor must disclose agreement during the last three years with any investor-owned utilities or the entities listed in section (A) or any parent, subsidiary, or affiliate thereof and any current contract, subcontract, active proposals, business relationship with, or any financial interest in any investor-owned utilities or the other entities listed in section (A). The Contractor’s failure to disclose to Energy Safety could be grounds for immediate termination of this Agreement. At any point, Energy Safety may request information from Contractor regarding the nature of the agreement or business relationship between Contractor and any investor-owned utility or other entity listed in section (A), as well as any actions taken by Contractor to mitigate potential conflicts of interest. Energy Safety may, at any point, terminate this Agreement if it determines that any agreement or business relationship between Contractor and any investor-owned utility or other entity listed in section (A) constitutes a conflict of interest that cannot be reconciled with the provision of services under this Agreement.

C. If a potential conflict of interest arises after the execution of this Agreement, the Contractor agrees to notify the Energy Safety Agreement Manager within 10 calendar days of becoming aware of any potential conflict of interest. Energy Safety may request additional information from the Contractor about the potential conflict of interest. The Contractor must timely provide all requested information.

Energy Safety may exercise its option to terminate this Agreement if it determines that any potential conflicts of interest cannot be reconciled with the performance of services under this Agreement.

D. The Contractor must refrain, during the Agreement term, from entering into any consulting or other business relationship with any investor-owned utility or other entity listed in section (A), without first notifying Energy Safety of the planned contract or business relationship. Energy Safety may immediately terminate this Agreement if Contractor fails to disclose the information required by this section, or if it determines that the planned consulting or other business relationship between Contractor and an investor-owned utility or an entity listed in section (A) cannot be reconciled with the performance of services under this Agreement.

E. Designee of Contractor must file a Statement of Economic Interests- Form 700 within 30 days after Agreement award. The Form 700 is available at: www.fppc.ca.gov. The following must be disclosed on Form 700:

1) 10 percent ownership or more of any entity performing work under this

Agreement and the entity now or within the past 12 months has been under contract with or received income from any of the investor-owned utility or entities listed in section (A), or its parent, subsidiaries, or affiliates;

2) Receipt of $500 or more of income within the past 12 months from an investor-owned utility or other entity listed in section (A); or Investment in any investor-owned utility or other entity listed in section (A) worth $2000 or more.

10. OWNERSHIP OF DATA

A. Data developed for this Agreement is the property of Energy Safety. It will not be disclosed without the permission of Energy Safety, and the Contractor must be provided provide the data to Energy Safety upon request.

B. Each report created by the Contractor is the property of Energy Safety and may not be disclosed except in such manner and such time as Energy Safety may direct.

11. CONFIDENTIALITY OF DATA/NONDISCLOSURE AGREEMENT

A. The Contractor recognizes that it must have full and unfettered access to information and documents within the knowledge and possession of various entities under the regulatory jurisdiction of Energy Safety. The Contractor also recognizes that some of this information may be proprietary, confidential, or privileged in nature.

B. The Contractor further recognizes that much of the information obtained by the Contractor during the course of its work for Energy Safety may be subject to other privileges for nondisclosure and may not be disclosed without the consent of Energy Safety or its staff. Such privileges 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.

C. The Contractor must not disclose any information regarding its work to third parties except with Energy Safety’s express written consent, and to must return all documents obtained during the course of the contract. The Contractor agrees to notify Energy Safety of any inquires and/or request for disclosure from any such third parties.

https://www.fppc.ca.gov/

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

E. In addition, the Contractor agrees that prior to commencement of any work associated with this contract, the signatory will inform all those working under this contract that they are such to these legal provisions and must comply with Confidentiality of Data Agreement/Nondisclosure Section.

12. SUBCONTRACTORS

A. Unless otherwise agreed in writing, the parties agree that no other contractors, subcontractors, suppliers, laborers, or any other person, firm, or corporation shall furnish or supply work services, materials, or supplies in connection with the performance of this Agreement.

B. Contractor must submit any proposed subcontracts to Energy Safety for its written approval before entering into subcontract agreements. No work shall be subcontracted without the prior written approval of Energy Safety. Upon termination of any subcontract, Energy Safety must be notified immediately.

C. Nothing contained in this contract or otherwise shall create any contractual relationship between Energy Safety and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to Energy Safety for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by the Contractor. The Contractor's obligation to pay its subcontractors is an independent obligation from Energy Safety’s obligation to make payments to the Contractor. As a result, Energy Safety will have no obligation to pay or to enforce the payment of any monies to any subcontractor.

Attachment 1.E

EXHIBIT E

PERSONNEL CHANGE ORDER REQUEST FORM

Contractor Name: Date:

Contract No.: Proposed Start Date:

Reason for Change:

Description of Change:

Replace the following TDDC MSA personnel:

Current Personnel Name

Hourly Rate $

Proposed Replacement:

Proposed Personnel Name Proposed Hourly Rate $

Proposed Personnel Qualifications:

RFO 25-1042, Attachment 4, Consultant Experience Worksheet and Resume attached:

Proposed personnel resume attached:

Proposed personnel meet or exceed the qualifications as originally proposed:

Changes identified above are in accordance with the terms and condition of the contract. By signing below, Contractor Official has confirmed that the proposed personnel meet the TDDC MSA classification requirements, and any requirements listed in Exhibit A, Statement of Work, the RFO, and the Contractor’s Response to the RFO for this Contract. Energy Safety signature below indicates that they have confirmed that the proposed personnel meet the requirements as identified.

Comments/Special Instructions

Energy Safety Acceptance Contractor Acceptance

Printed Name/Title Printed Name/Title

Signature Signature

Date Date

6. COST BREAKDOWN