EXHIBIT_C-_BUDGET_DETAIL_AND_PAYMENT_PROVISIONS.pdf

EXHIBIT C: BUDGET DETAIL AND PAYMENT PROVISIONS

1. PAYMENT TERMS AND INVOICING REQUIREMENTS

1. INVOICING AND PAYMENT

A. The maximum amount of the base contract payable under this contract will be

$9,600,000.00. The maximum amount of each contract extension is $5,000,000.00 per year. The maximum amount of the Unanticipated Tasks under this contract will be $400,000.00. The maximum amount of the contract, including base contract, Transition-In (if applicable) and Transition-Out (if applicable), Unanticipated Tasks, and Optional Years shall not exceed $25,000,000.00 for the total contract amount.

B. For approved DEDs and accepted DADs and upon receipt of services and approval of Contractor’s invoices, the CPUC agrees to pay Contractor for the services accepted in accordance with EXHIBIT D: COST WORKBOOK. Internal Contractor administrative/ overhead costs - including Contractor personnel time to develop or attend training for Contractor staff - are included in the Contract pricing and are not separately billable to the State/CPUC.

C. The Contractor will invoice the CPUC for actual work performed upon acceptance of provisions under the Contract and the DED. All work invoiced will reference the Deliverable/Task number and DED number.

D. Invoices shall not be submitted more frequently than monthly in arrears; Invoices must be submitted using the CPUC’s Electronic Claim and Application Portal (eCAP). Instructions can be found by visiting: eCAP Login (https://ecap.cpuc.ca.gov/s/ login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188). Further questions may be directed to the CPUC Contract Manager for this Agreement.

E. All invoices will be submitted detailing the below:

i. CPUC Contract and/or PO number

ii. Dates work was performed

iii. A copy of the authorized DED document

A. Copies of timesheet(s) are required B. Any estimated unused funds will be released back to unanticipated funding C. Any estimated hours and funds exceeding the DED will be rejected

iv. A completed and signed DAD

v. Copies of artifacts (documents, training, etc.), if applicable

vi. For labor, labor category hours (incremental hours shall be billed to the nearest 15 minutes) and identify the applicable resource and deliverable and/or DED

F. Invoices will be subject to verification and approval by the CPUC Contract Manager.

i. If invoice is acceptable, all CPUC resources identified on the DED must sign off on the DAD and invoice.

ii. If invoice is unacceptable, the CPUC Contract Manager will reject the invoice in https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188 https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188 https://ecap.cpuc.ca.gov/s/login/?startURL=%2Fs%2F%3Ftabset-ea007%3D2%26t%3D1684525069188 writing, identify criteria that were not met, and submit to eCAP and the Contractor.

G. Except as expressly provided below, no additional reimbursement beyond the contract pricing structure in EXHIBIT D: COST WORKBOOK shall be provided for (i) outbound postage and presorting associated with Deliverable 8 (Mail Handling) or (ii) shipping expenses associated with Deliverable 9 (Warehouse Distribution Center). CPUC will provide collateral material for mailings unless CPUC pre-approves Contractor-generated collateral material. Contractor-generated collateral material involving printing/production and stock replenishment of program collateral material shall be performed only when authorized by CPUC as an Unanticipated Task under an approved ATTACHMENT 22:

DELIVERABLE EXPECTATION DOCUMENT. If authorized, reimbursement will be at actual documented cost with no mark-up and supported by receipts or other back-up documentation, and invoiced as directed by the CPUC Contract Manager.

2. BUDGET CONTINGENCY CLAUSE

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

If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the state shall have the option to either cancel this contract with no liability occurring to the State, or offer a contract amendment to the Contractor to reflect the reduced amount.

3. PROMPT PAYMENT CLAUSE

Payment for services under this Contract shall be made in accordance with the State of California’s Prompt Payment Act (Government Code Section 927 et seq.) The Prompt Payment Act requires State agencies to pay properly submitted, undisputed invoices within forty-five (45) calendar days of initial receipt.

4. SALES TAX

Sales Tax is not to be included in EXHIBIT D: COST WORKBOOK. If applicable, Sales Tax should be added at the time of invoicing. The Sales Tax rate applied should be based on the rate of the area where the service is to be provided. The Contractor remains solely responsible for collecting and remitting any applicable taxes in accordance with state and federal law. See the California Department of Tax and Fee Administration Sales and Use Tax Regulation 1502 (f) (1) (D).

5. PAYMENT WITHHOLD

In accordance with Public Contract Code, §12112, the State will withhold, from the invoiced payment amount to the Contractor, an amount equal to twenty percent (20%) of the payment. Such retained amount shall be held by the State and only released to the Contractor upon the CPUC Contract Manager determining that the Contractor has satisfactorily completed all the required services, including submission of final billing in accordance with SECTION 10. FINAL BILLING and the deliverable acceptance process in EXHIBIT A: STATEMENT OF WORK.

6. PAYMENT METHOD

Payment to the Contractor will be made in accordance with the contract pricing structure set forth in EXHIBIT D: COST WORKBOOK and the invoicing requirements in EXHIBIT C: BUDGET DETAIL AND PAYMENT PROVISIONS. For labor billed on an hourly basis under the Agreement (including labor associated with CPUC-approved DEDs), payment will be made using the fixed hourly labor rates by labor tier/resource classification set forth in the Agreement and EXHIBIT D: COST WORKBOOK.

7. COST LIMITATION

The total amount of this Agreement shall not exceed the amount specified in the Standard Agreement, and any amendments thereafter.

8. CONTRACTOR NAME CHANGE

An amendment is required to change the Contractor's name as listed in this Agreement. Upon receipt of legal documentation of the name change, California Public Utilities Commission will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

9. TRAVEL AND PER DIEM EXPENSES

There will be no travel or per diem costs reimbursed under this contract. The Contractor shall not bill the State separately for travel or per diem costs under this contract.

10. FINAL BILLING

Invoices for services must be received by the state within ninety (90) calendar days following each state fiscal year, or ninety (90) calendar days following the end of the contract term, whichever comes first. The final invoice must include the statement “Final Billing.”