IFB_Solicitation_25NC0960.pdf

STATE OF CALIFORNIA GAVIN NEWSOM, Governor

PUBLIC UTILTIES COMMISSION

505 VAN NESS AVENUE

SAN FRANCISCO, CA 94102

California Public Utilities Commission (CPUC) Invitation for Bid (IFB) Number 25NC0960

For:

Energy Industry and Public Utilities Related Training Services

May 1, 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.

Bidder’s do not need to provide quotes for every training class listed. It is expected that one Contractor may not be able to provide all the trainings listed within this solicitation. Bidders will not be disqualified if they refrain from bidding on all the trainings listed. Each training class will be evaluated independently, and selected Contractors will only supply the training(s) they offer and choose to bid on, which are referenced in Exhibit B-1, Cost Sheet.

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 2/2025) 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 June 4, 2026 by 11:00 AM Pacific Time.

CPUC Point of Contact:

Michelle Thibeaux-Smith

Michelle.Thibeaux-Smith@cpuc.ca.gov https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

California Public Utilities Commission IFB Number 25NC0960

TABLE OF CONTENTS

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

EXHIBIT B – BUDGET DETAIL AND PAYMENT PROVISIONS

EXHIBIT C – GENERAL TERMS AND CONDITIONS (GTC 04/2017) ............... ERROR!

BOOKMARK NOT DEFINED.

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

1. Background

In 1911, the CPUC was established by Constitutional Amendment as the Railroad Commission. In 1912, the Legislature passed the Public Utilities Act, expanding the Commission's regulatory authority to include natural gas, electric, telephone, and water companies as well as railroads and marine transportation companies. In 1946, the Commission was renamed the California Public Utilities Commission (hereinafter referred to as the CPUC). CPUC regulates services and utilities, protecting consumers, safeguards the environment, and assures Californians’ access to safe and reliable utility infrastructure and services.

The CPUC employs Economists, Engineers, Administrative Law Judges, Accountants, Lawyers, and Safety and Transportation Specialists. The Public Advocates Office is an independent organization within the CPUC that advocates solely on behalf of utility ratepayers.

2. Statement of Work

The CPUC is issuing this Information for Bid (IFB) to seek bids from qualified training providers who have the capacity to provide Specialized Energy Industry or other Public Utilities related Training Services for CPUC Commission-wide employees. Qualified training providers must have the capacity to deliver both e‐learning and in person training programs designed to support the skills and knowledge of the State’s workforce and the development of its energy professionals. Training content must be capable of encompassing the State’s workforce development policies and procedures and where appropriate, incorporate best practices use in both the Public and Private Sectors.

3. Contractor Responsibilities

The Contractor shall provide effective instruction, materials, experiences, and assessment of knowledge, for an audience of regulatory professionals within the broad subject area of public utilities including topics such as utility services regulation, electric and gas transmission, energy storage, ratemaking, related accounting and safety, and other topics described in Section 3.A., A. Training

The Contractor shall provide CPUC employees with specialized Energy Industry and Public Utilities related training course descriptions and/or topics specified in Exhibit B-1, Cost Sheet. The requested training formats are specified in Section 3.B. below.

https://www.cpuc.ca.gov/-/media/cpuc-website/files/uploadedfiles/cpuc_public_website/content/about_us/history/1912publicutilitiesactofcaliforniatemp.pdf https://www.cpuc.ca.gov/-/media/cpuc-website/files/uploadedfiles/cpuc_public_website/content/about_us/history/1912publicutilitiesactofcaliforniatemp.pdf

Training Topics

No. Training Topic Course Objectives

Accounting And Finance Basics for Rate Determination

Learners will understand matters related to the processes, general principles, and terms used in financial accounting and reporting by regulated utilities with models of utilities and the utility basis for ratemaking, including financial accounting for renewable energy projects and utility plant accounting.

2 Artificial Intelligence for Utilities

Training includes learning objectives related to AI-driven emerging forecasting challenges related to electrification, distributed energy resources, and increasingly complex generation interconnection processes.

Basics Of Depreciation, Net Salvage, And Related Data Collection

Learners will understand matters related to utility depreciation, net salvage analysis, and related data analysis.

4 Calculation Of Return on Equity for Utilities

Learners will understand matters related to finance and concepts of utility regulation including rate base and capital structure, weighted cost of capital, and required return on common equity.

5 Combined Cycle Power Plants

Learners will understand matters related to improving availability, reliability, capacity, and efficiency of the combined cycle power plant, including root causes of combined cycle power plant performance deficiencies, advantages, and disadvantages of different plant configurations.

6 Competitive Wholesale Electricity Markets

Learners will understand matters related to wholesale electricity markets, its design, and operation.

7 Distributed Energy Resources

Learners will understand matters related to distributed energy resources and microgrids, related technologies, applications, and business models.

8 Economics Of Renewable Energy

Learners will understand matters related to the economics of renewable energy including the costs and benefits of renewable energy technologies, policies, and the role of renewable energy in state, national, and global energy systems.

9 Electric Substation Fundamentals

Learners will understand matters related to overview of modern electrical substations including major, auxiliary and control equipment, engineering issues associated with substation design and recommendations for addressing design issues.

10 Electric Transmission Ratemaking

Learners will understand matters related to regulation of transmission-owning utilities, working knowledge of cost-of-service rates for transmission, including financial and operating data for preparing a transmission cost of service and rate study.

11 Electric Utilities and Distribution Fundamentals

Learners will understand matters related to technical, regulatory, and structural history of the electric utility industry, fundamentals of energy and electrical utility regulation.

12 Electrification Of Transportation

Learners will understand matters related to electrification, electric vehicles, electric vehicle charging infrastructure planning, vehicle-to-grid integration technologies, adoption of electric vehicles, related policies, planning and critical issues.

13 Energy Storage

Learners will understand matters related to structuring regulation for energy storage across different power markets, understanding of energy storage technologies at utilities and residences, wholesale power markets and considerations of ancillary services to the grid.

14 Fundamentals Of Battery Storage

Learners will understand matters related to electrical energy storage technologies, applications, systems, and business models.

15 Fundamentals Of Electric and Natural Gas Regulation

Learners will understand matters related to electricity and gas regulation, including theory and practice, the energy cost chain from wholesale markets through supply chain, related technologies, and regulation.

Fundamentals Of Overhead Distribution Systems

Learners will understand matters related to overhead distribution systems and its components, design, construction, operation, reliability, protection, maintenance, and safety awareness of overhead distribution.

17 Fundamentals Of Utility Law

Learners will understand matters related to laws of utility regulation, market structure, pricing, mergers and corporate structure, and federal-state jurisdictional issues.

Generally Accepted Accounting Principles (GAAP) Accounting for Utilities

Learners will understand matters related to accounting concepts of GAAP unique to regulated public utility entities.

How Utilities Recover Construction Financing Costs from Ratepayers

Learners will understand matters related to fundamentals of finance in a regulated utility environment including concepts of capital recovery, capital planning, regulatory matters, cost recovery mechanisms in electric and gas power markets.

20 Integrated Resource Planning (IRP)

Learners will understand matters related to fundamentals of IRP including key elements utilities address when developing long-term planning documents, regulatory and legal requirements included in IRPs, resource procurement options, resource alternatives, and modeling tools.

Interconnection Processes, Renewables, And Energy Storage

Learners will understand matters related to standards for renewable energy systems connecting to electricity grid, related requirements and procedures for utilities and customers, best practices, industry standards, and implementation guidelines for energy storage devices, power electronics, connected distributed energy resources, hybrid generation-storage systems, plug-in electric vehicles, and other considerations.

22 Introduction To Natural Gas

Learners will understand matters related to natural gas industry and related natural gas liquids and shale oil infrastructure; production, gathering, operations, and markets; firm and interruptible gas pipeline transportation, nominations, balancing; rate-making proceedings, and role of regulation and rate policies.

23 Introduction To Utility Rate Cases

Learners will understand matters related to utility rate cases, how cases are developed, read, and audited.

Managing Aging Transmission and Distribution Infrastructure

Learners will understand matters related to aging electric transmission and distribution systems, grid modernization, smart grid, and renewable energy integration.

25 Modifications To Rate of Return Regulation

Learners will understand matters related to economic, financial, and other facts and forecasts for the purpose of appraising risk and determining appropriate rate of return on investment in regulated industries.

26 On Shore Pipelines Learners will understand matters related to requirements involved in engineering and designing onshore pipelines.

27 Overhead Electrical Distribution Systems

Learners will understand matters related to managing risk, legal duties and liabilities involved with the design of electrical overhead distribution lines. Understanding of electrical and mechanical characteristics, performance, and economic factors pertaining to overhead distribution conductors.

28 Ratemaking Training includes learning objectives related to ratemaking for data centers and other large power loads, basics of alternative ratemaking for utilities, Reliability, Resource Adequacy and Capacity Markets

Learners will understand matters related to fundamental concepts of electric utility regulation and competitive electricity markets, market incentives and potential drawbacks, retail rate design, and the economics of environmental regulation.

Subsurface Utilities:

Mapping, Detection, Design and Analysis

Learners will understand matters related to underground utility maps for utility coordination, utility condition assessment, communication of utility data to concerned parties, utility relocation cost estimates, implementation of utility accommodation policies, and utility design.

31 Underground Electrical Distribution Fundamentals

Learners will understand matters related to underground power distribution and design, contrasting overhead to underground systems, describing differences in materials, technology, construction, and operation costs, employee responsibilities, and maintenance.

32 Utility Pole Safety

Learners will understand matters related to use of utility poles and underground conduits for supplying electric power, and competitive and innovative telecommunications services, while ensuring safety to the public through methods to identify problem poles and high-risk locations, pole-placement policies, strategies to reduce utility pole related risks.

33 Utility Wildfire Mitigation

Training includes learning objectives related to best practices for preparing wildfire mitigation plans, analyze current trends in vegetation management strategies, identify primary concerns in public safety power shutoff (PSPS) policies, identify the basics of Risk Spend Efficiency (RSE) and its application in wildfire mitigation planning

34 Generic One-Day Class Basic Rate

Training includes learning objectives not previously listed related to utilities training.

B. Requested Training Formats

i. Synchronous ‐ geographically dispersed registrations accessing a unique link to a specific training event. A qualified Instructor will lead training(s) on-line virtually. Presentations will include access to PowerPoint and other instructional material during live training with download capability. Registrants must have access via audio or real time chat box functions to interact with the Instructor.

ii. Asynchronous ‐ on‐demand training registrants can access at any time via a unique link. The Contractor must provide a training format as facilitated or self‐paced and include information outlining how assignments and potential group and Instructor interaction will be facilitated.

iii. In-Person – traditional training format in a conference room setting.

iv. E-learning – the use of electronic means to disperse training using electronic technologies such as computer- and Internet-based courseware, local and wide area networks.

v. Blended learning (optional) - combining in-person methods with e-learning activities to form an integrated instructional approach.

C. Deliverables to be provided by the Contractor

i. Qualified Instructors for the training course who meet the Minimum Qualifications stated in

Section 2 of this Solicitation;

ii. Course Description and Agenda;

iii. Virtual Instructor-led production of training and related software for scheduling and delivery

iv. Training facilities for in-person Instructor-led training (if applicable and at site of vendor);

v. Course training materials, at no additional cost to CPUC at the inclusive rates specified in

Exhibit B-1, Cost Sheet;

vi. Training records submitted via email and electronic certificate(s) for all attendees to CPUC

Contract Manager within two-weeks after the conclusion of the training(s). Electronic certificates of completion must be in Adobe PDF format with an Excel spreadsheet of attendance and completion record; and

vii. All travel and accommodation for contracted training staff.

4. Acceptance Criteria

It shall be the State’s sole determination as to whether a deliverable has been successfully completed and acceptable to the State. There must be a signed acceptance document for each deliverable before invoices can be processed for payment.

Acceptance criteria shall consist of the following:

i. The Contractor will submit the training certificates in Adobe PDF format for all attendees to CPUC Contract Manager by email;

ii. Supporting Excel Spreadsheet containing the list of attendees and corresponding trainings.

iii. Start date and completion of training; and

iv. Cumulative hours specific training was conducted.

If a deliverable is not accepted, the State shall provide the rationale in writing within five (5) days of receipt of the invoice.

5. CPUC Responsibilities

A. The CPUC Contract Manager will provide the Contractor with a list of attendees for each requested training course(s);

B. CPUC shall provide the Contractor with any substitutions or cancellations via Contractor’s email two weeks prior to the training session; unless specified instructions are provided by the Contractor; and

C. CPUC shall provide training facilities for in-person Instructor-led training at select CPUC campuses if necessary.

6. Location and Work Environment

A. The services shall be provided as virtual Instructor-led training or in-person Instructor-led training (if applicable) at agreed upon CPUC office location or virtually and/or on-site at the Contractor’s office location or provided as self-paced e-learning in accordance to Item 3.B, Requested Training Formats.

B. The Contractor shall perform services during mutually agreed upon normal working hours, Monday through Friday, except State of California holidays as per the California Department of Human Resources.

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

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

7. Period of Performance

The period of performance is a three (3) year Agreement.

8. Amendments

A. This Agreement can be amended for additional funding, if determined by CPUC Manager, that an increase is required to meet the needs of CPUC at the same rates specified in the Exhibit B-1, Cost Sheet. If CPUC exercises the option to amend for additional funding, a formal Amendment signed by all parties will be performed.

B. 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 that is not incorporated in this Agreement is binding on any of the parties.

9. Cancellations or Substitutions

Cancellations: CPUC Contract Manager must submit written requests via email to the Contractor within two weeks before the training session. The Contractor must grant the cancellation with the applied processing fee specified in the Exhibit B-1, Cost Sheet. No refunds, excluding processing fees, will be accepted without a proper documented medical emergency. If a potential attendee registers in advance and does not attend or cancel, CPUC is responsible for the full registration fee. CPUC Contract Manager must state on the Contractor’s email “subject line”, Cancellation/Attendees Name within in the refundable timeframe. If the Contractor cancels, a full refund must be issued to CPUC with no processing fee applied.

A. Substitutions: CPUC Contract Manager must submit written requests in writing, two days before the training sessions via the Contractor’s email. The Contract Manager must obtain the Contractor’s instructions on how to substitute an attendee. A substitution request processing fee may be applied, if specified in the Exhibit B-1. Cost Sheet.

10. Contract Representatives Information

The Contract Representatives during the term of this Agreement:

State Agency: Public Utilities Commission Contractor:

Section/Unit:

Name: Name:

Email: Email:

Direct all Administrative inquiries to:

State Agency Public Utilities Commission Contractor:

Section/Unit: Contract Services Section Attention: Michelle Thibeaux-Smith Name:

Email: Michelle.Thibeaux-Smith@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

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

OR

California Public Utilities Commission

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.

mailto:APInvoice@cpuc.ca.gov

EXHIBIT C - GENERAL TERMS AND CONDITIONS

The General Terms and Conditions, GTC 02/2025 will be included and adhere to in the Agreement by reference to the following link:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List- Folder/Standard-Contract-Language

If Contractor does not have Internet access, a hard copy will be provided by contacting the State’s Contract Manager listed in the scope of work.

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List-Folder/Standard-Contract-Language

EXHIBIT D – SPECIAL TERMS AND CONDITIONS

1. Excise Tax

The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this Agreement. California may pay any applicable sales and use tax imposed by another state.

2. Dispute Resolution

A dispute for purposes of this section is a disagreement between Contractor and CPUC in the performance of the Agreement, which is unable to be resolved between Contractor and Program Staff (“Dispute”). In the event of a Dispute, Contractor shall file a "Notice of Dispute" with the California Public Utilities Commission, Executive Director, or designee within ten (10) days of discovery of the problem. Within ten (10) days, the Executive Director or designee shall meet with the Contractor and Contract Manager for purposes of resolving the dispute. The decision of the Executive Director or designee shall be final.

In the event of a dispute, the language contained within this Agreement shall control over any other.

State reserves the right to issue an order to stop work in the event that a dispute should arise, The stop work order will be in effect until the dispute has been resolved.

3. Subcontracts

A. No work shall be subcontracted without the prior approval of the State’s Contract Manager.

Upon termination of any subcontract, the State shall be notified immediately.

B. If the terminated subcontractor is a DVBE, the contractor must replace that subcontractor with another DVBE subcontractor, and such replacement must be approved by the Commission. Failure to adhere to DVBE Participation will be reported to DGS DVBE program for possible enforcement action, including without limitation be cause for contract termination and recovery of damages under the rights and remedies due the state under the default section of the contract.

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

D. It is the intention of the parties than no subcontractors shall be deemed an employee of the State. Contractor agrees to take any and all actions necessary to comply with this intention.

E. Failure of a subcontractor to perform for any reason shall not relieve Contractor of the responsibility for competent and timely performance of duties under this contract.

4. Commission Staff

Commission staff will be permitted to work side by side with Contractor’s staff to the extent and under conditions directed by the Commission’s Contract Manager. In this connection, Commission staff will be given access to all data, working papers, etc., which Contractor may seek to utilize.

Contractor will not be permitted to use State personnel for the performance of services which are the responsibility of Contractor.

5. Commencement of Work

Performance will start not later than five (5) business days, or on the express date set by the State and the Contractor, after all approvals have been obtained and the agreement is fully executed. Should the Contractor fail to commence work at the agreed upon time, the State upon five (5) days written notice to the Contractor, reserves the right to terminate the agreement. In addition, the Contractor will be liable to the State for the difference between Contractor's bid price and the actual cost of performing work by another contractor.

6. Ownership of Data

Data developed for this contract shall become the property of the State. Contractor shall not disclose data without the permission of the Commission’s Contract Manager. Each report shall also become the property of the State and shall not be disclosed except in such manner and such time as the Commission’s Contract Manager may direct, with the exception of data which have become part of the public records of the State, as discussed in 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 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 public disclosure of confidential information and submitting to the jurisdiction of the Commission for the purposes of enforcing Public Utilities Code Section 583.

The Contractor further recognizes that the data, information and documents obtained during the course of its work for the Commission may be subject to other requirements for nondisclosure which include, but are not limited to, attorney work product privilege, the official information privilege, the attorney-client privilege, and other prohibitions precluding disclosure of confidential information and Contractor may not disclose such data, information and documents without the prior written consent of the Commission or its Staff..

The Contractor agrees not to disclose any information regarding its work to third parties except with the Commission Staff’s express prior written consent, and to return all data, information and documents obtained during the course of the Agreement immediately upon request or termination. The Contractor agrees to immediately notify the Commission Staff of any inquiries from third parties which request disclosure of any data, information, or documents.

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

In addition, the Signatory agrees that prior to commencement of any work associated with this Agreement, the signatory shall: (1) provide a copy of this section of the Agreement, Public Utilities Code Section 583 and General Order 66-D to all who will be performing tasks under this Agreement; and (2) inform all those working under this Agreement that they are bound by these legal provisions and must comply with 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 brought subject to the Contractor's limit of liability.

C. Professional Liability

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

D. 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 –…