RFP_Secondary_Solicitation_24NC0951.pdf

STATE OF CALIFORNIA GAVIN NEWSOM, Governor

PUBLIC UTILTIES COMMISSION

505 VAN NESS AVENUE

SAN FRANCISCO, CA 94102

California Public Utilities Commission (CPUC) Request for Proposal (RFP) – Secondary Number 24NC0951

For:

Independent Facilitator to Assist in Managing the Utility Safety Culture

Working Group

September 5, 2025

The California Public Utilities Commission (CPUC) invites you to review and respond to this Solicitation. In submitting your response, you must comply with the instructions found herein.

This is an open solicitation for all private entities, universities or governmental agencies.

The CPUC is seeking an Independent Facilitator to Assist in Managing the Utility Safety Culture Working Group.

Before submitting a response to this solicitation, interested parties should read and review the entire solicitation including any attachments, all referenced web addresses, and any regulations, orders, and statutes cited.

Note that all agreements entered into with the State of California will include by reference General Terms and Conditions (GTC 02/2025) and Contractor Certification Clauses (CCC 4/2017) that may be viewed and downloaded at the following internet site:

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

If you do not have Internet access, a hard copy can be provided by contacting the point of contact listed below. By submitting a proposal your firm agrees to the terms and conditions stated in this RFP and the proposed contract.

Any questions regarding the solicitation or terms and conditions of the proposed contract must be submitted by the deadline listed in the key action dates. Terms and conditions will not be negotiated after contract award.

Responses are due October 14 2025, 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 mailto:michelle.thibeaux-smith@cpuc.ca.gov

California Public Utilities Commission RFP Number 24NC0951

TABLE OF CONTENTS

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

EXHIBIT C - GENERAL TERMS AND CONDITIONS

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 – GENERATIVE ARTIFICIAL INTELLIGENCE REPORTING ... 59

ATTACHMENT 14 – COST SHEET

ATTACHMENT 15 – SAMPLE STANDARD AGREEMENT

1. SCOPE OF WORK AND CONTRACT TERMS

EXHIBIT A – SCOPE OF WORK

1. Background

The California Public Utilities Commission (CPUC) regulates investor-owned utilities (IOUs), protect consumers, safeguards the environment, and ensures Californians have access to safe and reliable utility infrastructure and services. Within the CPUC, the Safety Policy Division (SPD) collaborates with the Safety & Enforcement Division (SED) and other divisions to analyze, develop, recommend, and implement safety policies.

Over the past two decades, several utility-related catastrophic events have intensified public concern regarding the safety practices and safety culture of electric and gas utilities.1 In response, CPUC and multiple state agencies have undertaken initiatives to address these concerns.

Following the devasting wildfires of 2017 and 2018, the legislature passed Senate Bill (SB) 901 (Dodd, 2018), which, among other provisions added Public Utilities Code (PUC) section 8386.2.

This required that the Commission “shall require a safety culture assessment of each electrical corporation to be conducted by an independent third-party evaluator [and] set the schedule for each assessment, including updates to the assessment at least every five years.”2 Furthermore, Section

8386.2 states that each electrical corporation subject to this requirement “shall not seek reimbursement for the costs of the assessment from ratepayers.” 3

The following year, the Legislature adopted Assembly Bill (AB) 1054 (Holden, 2019), which directs the Office of Energy Infrastructure Safety (Energy Safety) to create a process for conducting annual safety culture assessments for each electric corporation.

In January 2025, the CPUC issued Decision D.25-01-031 (Decision), which established a Safety Culture Assessment Framework for IOUs (SCA Framework) for electric corporations, in compliance with PUC section 8386.2. As a matter of policy, the SCA Framework was also extended to gas utilities. The utilities subject to this Decision include Southern California Gas Company (SoCalGas), Pacific Gas and Electric Company (PG&E), Southern California Edison Company (SCE), and San Diego Gas & Electric Company (SDG&E) (collectively referred to as the Joint IOUs). The Public Advocates Office (Cal Advocates) and the Small Business Utility Advocates (SBUA) also submitted comments on this Decision.

The Decision established the basic elements of the new and innovative SCA Framework. It states:

This framework includes two components: (1) a Comprehensive Assessment of each investor-owned utility’s safety culture, conducted once every four years; and (2) an annual Self-Evaluation in the three intervening years to monitor progress. The Comprehensive

1 San Bruno 2010 - Gas pipeline rupture and explosion San Bruno 2010; Aliso Canyon 2015 Large scale gas leak;

Northern California wildfires in 2017and 2018(Paradise fire).

2 California Code, Public Utilities Code - PUC § 8386.2 3 Ibid.

Assessments will be conducted by a third-party independent evaluator. The Self-Evaluations will be conducted by each utility.4

The SCA Framework is based on the “United States Nuclear Regulatory Commission’s (USNRC) Safety Culture Common Language and Institute for Nuclear Power Operations’ (INPO) Traits of a Healthy Nuclear Safety Culture.”5 It incorporates 10 traits that will serve as the foundation for the Comprehensive Assessment of the IOU’s safety culture.

The Decision emphasizes that the SCA Framework adopts a non-punitive approach to safety culture regulation. It clarifies that the SCA Framework is “not a behavioral checklist but represents overarching principles that provide traits and attributes that are present in organizations with a healthy safety culture.”6 Recognizing that this is a new approach to regulation, the CPUC acknowledged that the SCA Framework may need to be “adjusted as part of the Safety Culture Assessment learning and improvement process.”7

To guide the ongoing development and refinement of the SCA Framework, The CPUC adopted a set of goals guiding principles, including;

• Develop means for collaborative information-sharing and coordination among all interested entities to recognize risk;8

• All interested entities should use a shared understanding of safety culture.9

• All interested entities should integrate learning and continuous improvement, including evaluation of past safety incidents.10

To support these objectives and foster continuous improvement and non-punitive information exchange, the Decision authorized SPD to:

1. Form and lead a Utility Safety Culture Working Group (Working Group) and

2. Hire an “independent facilitator to assist in managing the Utility Safety Culture

Working Group.”11

The purpose of the Working Group is to encourage open, non-punitive communication among interested parties, discuss assessment results, identify safety culture best practices, and recommend possible changes to the SCA Framework as necessary.

The Decision specifies that the “Working Group shall consist, at least initially, of the Safety Policy Division, Energy Safety, the Joint IOUs, and other interested entities, including Cal Advocates. The

4 D.25-01-031 at 2 5 D.25-01-031 at 21 6 D.25-01-031 at 22 7 D.25-01-031 at 18 8 D.25-01-031 at 62 OP.2 (b) 9 D.25-01-031 at 62 OP.3 (a) 10 D.25-01-031 at 63 OP.3 (e)

11 D.25-01-031 OP 6.

Working Group may also include guest participants, when appropriate, in furtherance of specific goals and objectives.”12.

Participation by the CPUC’s SPD and the Joint IOUs (Pacific Gas and Electric, Southern California Edison, San Diego Gas and Electric, and Southern California Gas) is required, while Energy Safety, and any other interested entities, including Cal Advocates, may participate on a voluntary basis. A Working Group Participant (Participant) is any individual who participates in discussing one or more of the topics at the scheduled Working Group meetings.

The Working Group Facilitator (Facilitator) will co-facilitate the Working Group alongside SPD.

The Facilitator’s primary role is to provide independent subject-matter expertise and guidance on safety culture and strategies to promote a strong safety culture. In addition, the Facilitator will support SPD in ensuring that the Working Group remains productive, effective, and consistently progresses towards its objectives. SPD will provide logistical, project management, and administrative support to the Working Group.

As established by the Decision, the Working Group is tasked with advancing utility safety culture by guiding the implementation of Comprehensive Safety Culture Assessments and ongoing Safety Culture Self-Evaluations.

To fulfill this purpose, the Working Group will meet quarterly to develop and refine the following key elements:

1. Standardized Qualification and Selection Criteria: Develop a consistent set of qualifications and selection criteria for the third-party evaluator(s) who will conduct the comprehensive safety culture assessment of each Joint IOU.

2. Industry-Specific Examples of Safety Culture Traits: Define and document how established safety culture framework traits (e.g., leadership engagement, learning environment, reporting culture) manifest within the utility industry, using relevant and practical examples.

3. Focus Areas and Indicators for Self-Evaluation: Identify and periodically update the focus areas and measurable indicators that each IOU will use during its annual safety culture improvement Self-Evaluation.

The Working Group serves as an ongoing forum to promote consistency, accountability, and continuous improvement in utility safety culture. Its long-term objectives include:

1. Reviewing Assessment Results: Examine the results of the comprehensive Safety Culture Assessments and validate the accuracy and completeness of annual improvement Self- Evaluations.

2. Supporting Corrective Action Planning: Assisting the IOUs in developing and refining plans to address issues identified in the comprehensive assessments.

3. Updating Focus Areas and Indicators: Periodically review and update focus areas and indicators for the annual improvement Self-Evaluations in response to new research, implementation experience, and stakeholder feedback.

12 D.25-01-031 at 36. The Decision states in footnote 79 that “Energy Safety is to be included as part of the working group, however, is not required to participate in the Working Group, but may do so at its discretion.”

4. Refining the SCA Framework: Periodically review and update the SCA Framework based on lessons learned and interested entity feedback.

5. Facilitating Collaboration and Knowledge Sharing: Promote the exchange of best practices, innovations, and lessons learned—both across IOUs and from other high-reliability or regulated industries, as applicable.

Between scheduled Working Group meetings, Participants are encouraged to collaborate with one another to advance strategies and develop plans that support the Working Group’s objectives. The Facilitator, leveraging subject-matter expertise in safety culture, will actively support these efforts by:

• Participating in intersession meetings with individual or small groups of Participants;

• Sharing relevant safety culture research, best practices, and benchmarking data;

• Reviewing and synthesizing relevant documents; and

• Offering actionable recommendations to guide progress.

In doing so, the Facilitator will foster an environment to promote open, respectful, and inclusive dialogue among all Participants.

2. Tasks and Deliverables

All required documents/reports must be submitted to the SPD Contract Manager via email in an Office Open XML format, e.g., .docx, .xlsx, .pptx.

Task 1: Co-manage the Working Group with SPD

The Facilitator will support the management of the Working Group in collaboration with SPD.

While SPD will provide logistical support, project management, administrative assistance, and coordination with the Working Group, the Facilitator will provide subject-matter expertise to Participants and assist in the development of workplans, schedules, and priorities for the Working Group.

Key Responsibilities:

· Coordinate reviews of Joint IOUs Comprehensive Assessment reports.

· Coordinate reviews of Joint IOUs Self-evaluation reports.

· Coordinate and assist in the planning and execution of Safety Culture Workshops.

· Coordinate and assist in managing Safety Culture Working Group meetings.

Deliverables:

1. Coordination Meetings: Meet with SPD Contract Manager to coordinate Working Group activities, tasks and upcoming events (~1 hour). These meetings will initially be weekly meetings but may be changed to bi-weekly or Monthly meetings at the discretion of the Contract Manager. The meetings shall include a Status Report - a verbal status report that includes the progress of Tasks 2, Task 3, Task 4 and Task 5 as warranted, including meeting summaries, updates on schedules and key milestones, progress and challenges, and any concerns related to all assigned tasks.

2. Monthly Invoice: Submit an invoice to the CPUC Contract Manager following the guidance in Exhibit B.

3. Project Plans: In coordination with SPD, develop detailed project plans for all Public Workshops (Workshop) (see Task 2) and Working Group meetings, (see Task 3),13 including:

a. Proposed agendas

b. Speaker lists

c. Schedules

d. Discussion topics

Task 2: Co-facilitate and provide technical expert support of public workshops

The Facilitator co-facilitates one Public Workshop annually in collaboration with SPD. These Workshops will inform the public and interested entities about the Working Group’s progress, safety culture initiatives, and ongoing efforts to strengthen safety performance across the Joint IOUs.

During each Workshop, the Facilitator will (as needed):

· Lead and moderate discussions

· Present on safety culture best practices

· Provide subject-matter expertise

· Provide insights into the Joint IOU’s progress.

SPD will provide the logistical support, project management, and administrative support for the Workshops.

Following each Workshop, the Facilitator will submit feedback and actionable recommendations to SPD and the Working Group, based on observations, participant input, and emerging best practices.

Key Responsibilities:

· Collaborate with SPD to develop the Workshop agenda.

· Recommend and assist in coordinating Workshop speakers and participants.

· Facilitate Workshop sessions and support inclusive, outcome-oriented dialogue.

· Deliver presentations on assigned or relevant topics.

Deliverables:

1. Pre-Workshop Materials: (submitted in advance of the event):

a. Agenda

b. Presentation content

c. Speaker and participant list

d. Workshop schedule

2. Workshop Participation: Co-facilitate and participate in annual Workshop (~3 hours). Deliver technical presentations as needed.

3. Workshop Summary Report: Submit a post-event report that includes:

13 D.25-01-031 at 36

a. Key takeaways and stakeholder feedback and comments

b. Actionable recommendations

c. Suggested follow-up actions for the Working Group.

Task 3: Co-facilitate and provide technical expert support for Working Group Meetings

The Facilitator will co-facilitate up to six Working Group Meetings annually, in collaboration with SPD. These meetings serve as a public forum (subject to CPUC notification requirements) to:

· Share information and updates

· Develop a shared understanding of safety culture and best practices

· Foster collaboration among participants

· Evaluate different safety culture models and frameworks

· Review and assess IOU safety culture assessments and self-evaluations.

The Facilitator will provide subject-matter expertise, support strategic discussions, and provide recommendations for actions and improvements.

Key Responsibilities:

The Facilitator will work closely with SPD to ensure the effectiveness and productivity of the Working Group Meetings. Responsibilities include:

· Collaborate with SPD to develop agendas, speaker lists, and schedules for each meeting

· Assist with meeting logistics and planning

· Foster inclusive and respectful dialogue among participants.

· Mediate disagreements and help build consensus

· Provide subject-matter expertise on safety culture models, tools, and standards.

During the first year, Working Group Meetings may focus on short-term and foundational issues such as:

· Defining qualifications and selection criteria for third-party evaluators

· Addressing logistical considerations for implementing Decision priorities

· Gaining insights from other high-risk industries

· Sharing safety culture best practices

· Other timely or emerging topics.

Deliverables

1. Meeting Preparation: Develop and submit agendas, speaker lists, and schedules for each meeting

2. Meeting Participation: Participate in and co-facilitate up to six Working Group meetings (~2 hours per meeting) per year. Deliver technical presentations on safety culture topics, as requested by the SPD Contract Manager Presentations: Deliver technical presentations on safety culture topics, as requested by the SPD Contract Manager

3. Participant Engagement: At the request of Working Group Participants and with the approval of the SPD Contract Manager, meet with Working Group Participants to:

a. Answer questions

b. Provide technical guidance on safety culture topics

c. Offer recommendations for actions or improvements

4. Semi-Annual Recommendations Report: Submit a Semi-Annual Working Group Recommendation Report that includes:

a. Review and assessment of the Working Group’s progress over the preceding 6 months

b. Recommendations on Working Group’s strategic direction, goals and next steps for the Working Group

c. Recommendations for resources to promote awareness and application of safety culture principles and methodologies

Task 4: Technical support and review of Safety Culture Assessments

In accordance with the Decision, the Facilitator will support the Working Group discussions by providing an expert review on the following topics:

· The results of the Comprehensive Safety Culture Assessments and verifying the accuracy of annual improvement Self-Evaluations

· Focus areas and indicators for the annual Self-Evaluations based on research, trends and implementation experience

· Annual review of the SCA Framework and processes based on Comprehensive and Self- Evaluation results, including evaluation of methodology effectiveness, identification of process gaps, and delivery of improvement recommendations to the Working Group

Key Responsibilities:

The Facilitator will review Safety Culture Assessments and provide written reports to the Working Group.

Deliverables

1. Comprehensive Review Report: (one per year beginning in the 2027- 2028 fiscal year) Provide a written report to the Working Group that summarizes the Comprehensive Assessment findings of the independent assessor. The report should include:

a. Summary of Key findings in the Assessment

b. Summary of Assessor Recommendations

c. Review and critique of the methods, process, and quality of the Assessment

d. Recommendations to the Working Group regarding metrics, indicators and next steps

2. Self-Evaluation Review Report: (four per year beginning in the 2027- 2028 fiscal year) Provide a written report to the Working Group this should include discussion of:

a. Alignment of Self-Evaluation recommendations with Comprehensive Assessment findings

b. Discussion and assessment of proposed metrics and indicators

c. Other issues as appropriate

d. Recommendations for improving the IOU’s Self-Evaluation action items, e.g., adjustments to focus areas and metrics

3. Annual Assessment Review recommendations: Provide a written report to the Working Group with evaluation and recommendations for:

a. Updates to Comprehensive Assessment approaches

b. Revisions to IOUs’ Self-Evaluation methods

c. Adjustments to focus areas and safety culture indicators

4. Annual SCA Framework Review: Provide a written report to Working Group with proposed revisions or enhancements to the SCA Framework based on:

a. Industry developments

b. Stakeholder input

c. Lessons learned from prior implementation

Task 5: Technical support and expertise review of Safety Culture Emerging Topics.

The Facilitator will provide subject-matter expertise, technical guidance, analysis and strategic recommendations to the Working Group on emerging safety culture topics. These topics may arise from:

· New industry trends or research

· Evolving best practices

· Lessons learned during Comprehensive Assessments, Self-Evaluations, or Technical Working Group Meetings

· Issues with alignment, coordination and integration with other IOU safety programs and Requirements

Emerging issues and trends may necessitate that the Facilitator also provide additional analysis and recommendations on these issues.

The Facilitator’s support under this task is intended to ensure the Working Group remains responsive to new developments and maintains alignment with leading safety culture standards.

To ensure fiscal responsibility, expenditures related to this task shall not exceed 10% of the total contract amount.

Key Responsibilities

· Monitor applicable developments in safety culture practices across related industries

· Identify and assess emerging issues relevant to IOU operations and oversight

· Review of feedback from Working Group participants, IOUs, and independent assessors

· Recommend refinements to methodologies, tools, and frameworks used in assessments and Evaluations

Deliverables

1. Emerging Issues Reports: (as needed and authorized by the SPD Contract Manager) Provide a written reports that review and analyze new issues and opportunities that may be identified by the Working Group.

C. CPUC Responsibilities

To support the successful implementation of this Scope of Work, the CPUC (through SPD) will:

· Provide logistical, project management, and administrative support to the Working Group

· Provide access to technical documents as necessary for the Contractor to complete the tasks identified in this contract

· Act as a liaison between the Contractor, IOUs, other CPUC Divisions, and other participants in the Working Group

· Make available to the public all non-confidential information, methodologies, and analysis used by the Contractor, to the extent possible, while protecting proprietary or privileged materials as required

· Provide timely and constructive feedback to the Contractor on the draft deliverables.

· Approve all deliverables according to the following acceptance criteria:

o A signed acceptance document by the CPUC Contract Manager for each deliverable before invoices can be processed for payment o If a deliverable is not accepted, the CPUC Contract Manager shall provide the rationale in writing within ten business days of receipt of the deliverable

D. Location

Services shall be performed at both the Contractor’s offices and at various locations throughout California. In-person participation may be required for Working Group workshops held at CPUC offices located in San Francisco, Sacramento, Los Angeles, as well as at facilities operated by the IOUs. Technical Working Group meetings may require in-person meetings at various locations within California. However, meetings may be conducted remotely, subject to the discretion and agreement of the Contract Manager

E. Term Length

The term of this agreement will be up to thirty-six (36) months, with an anticipated start date of January 1, 2026, and an end date of December 31, 2028

1. Contact Information

The Contract Representatives during the term of this Agreement shall be:

California Public Utilities Commission Contractor Division: Company Name Name: Name:

Email: Email:

EXHIBIT B - BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Payments

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

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

B. Budget Transfer Request

A Budget Transfer Request (BTR) is an informal written statement requesting the movement of existing contract funds from one deliverable to another. The BTR must specify which deliverable’s funding are being adjusted, by how much and include justification for these adjustments. A BTR may be requested by either the Contractor or the CPUC. The BTR must be agreed to in writing by both parties.

The BTR cannot be used to increase the total dollar amount of the Agreement or add new deliverables to the Scope of Work.

C. Invoice Details

Each invoice shall include the following details:

I. Contract Number II. Contractor Name

III. Contractor Billing Address IV. Itemized Cost Per Deliverable V. A Summary of each Deliverable worked on including the Names and

Number of Hours worked by each Team Member.

VI. Total Invoice Amount

VII. Invoice Number VIII. Invoice Date

IX. Service Date(s) X. Contact Information

XI. Retention Amount to be Withheld XII. SB/DVBE Certification Number

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

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

D. Invoice Submission

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

APInvoice@cpuc.ca.gov

OR

California Public Utilities Commission

Fiscal Office, Room 3000 505 Van Ness Avenue

San Francisco, CA 94102 ATTN: Account Payable Technician

E. Travel

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

F. Reporting Requirement of Small Business and DVBE Subcontractors The Contractor invoices shall include a subtotal that enumerates the amounts spent on DGS certified Small Business and DGS certified DVBE subcontractors for the period of the invoice, and a total-to-date for Small Business and DVBE spending. This requirement is in addition to reporting requirement of Section 19 of Exhibit C, General Terms and Conditions.

Pursuant to Mil. & Vet. Code Section 999.7, ten thousand dollars ($10,000) will be withheld from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of subdivision (d) of Mil. & Vet. Code Section 999.5. This requires the Prime contractor to fill out and submit a STD 817 form certifying the actual amount paid to DVBE subcontractors. Prime contractor shall be given 30 days’ notice to cure the defect. If, after 30 calendar days from the date of notice, the prime contractor refuses to comply with the certification requirements, CPUC shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000).

G. Progress Payments and Retention Withholdings

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

mailto:APInvoice@cpuc.ca.gov

H. Retention of Records and Audit Requirement

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

2. Budget Contingency Clause

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

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

3. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

EXHIBIT C - GENERAL TERMS AND CONDITIONS

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 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 in discharging its responsibilities. Such compliance includes abiding by the terms of prohibiting public disclosure of confidential information and submitting to the jurisdiction of the Commission for the purposes of enforcing Public Utilities Code Section 583.

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

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

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

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