Attachment No. 1 Specific Conditions Page 10
Contract No.
PACIFIC GAS AND ELECTRIC COMPANY
SAN FRANCISCO, CALIFORNIA
SPECIFICATION
for
Independent Evaluator Services
TABLE OF CONTENTS
Attachment 1: SPECIFIC CONDITIONS
SECTION / DESCRIPTION / PAGE1.0 / General and Purpose………………………………………. / 4
2.0 / Definitions……………………………………………………. / 4
3.0 / Contract Work Authorization Process…………………….. / 5
4.0 / Scope of Work.……………….……………………………... / 6
5.0 / Consultant’s Responsibilities………………………………. / 7
6.0 / PG&E’s Responsibilities …………………………………… / 8
7.0 / Term of Contract …………………………………………… / 8
8.0 / Payment Terms …..………………………………………… / 8
9.0 / Notices …………..………………………………………….. / 8
10.0 / Conflict Between Terms …….………………………...... / 9
11.0 / Confidentiality……………………… ………………………. / 9
12.0 / Supplier Diversity Program Policy ………………………... / 9
Exhibit A / Contract Work Authorization Form
Exhibit B / Contractor Values
Exhibit C / Consultant Hourly Rate Schedule
Exhibit D / Non-Disclosure and Use of Information Agreement
Attachment 2: CONSULTING SERVICES GENERAL CONDITIONS
Attachment No. 1 Specific Conditions Page 10
Contract No.
SPECIFIC CONDITIONS
XXXXXXXXXXXXXXXX (hereinafter referred to as “Consultant”) located at XXXXXXXXXXXX and PACIFIC GAS AND ELECTRIC COMPANY (hereinafter referred to as “PG&E”), a California corporation, whose corporate offices are located at 77 Beale Street, San Francisco, CA 94105, agree as follows:
1.0 GENERAL AND PURPOSE
This Contract is to establish the terms and conditions for Consultant to provide independent oversight services to PG&E pursuant to California Public Utilities Commission (“CPUC” or “Commission”) Decisions XXXXXXXXXXXXXXXX and as described in Section 4.0, Scope of Work, of the Specific Conditions (hereinafter referred to as “Work”) on as needed basis. Work shall comply with the requirements of this Specification. In the event that PG&E shall desire the performance of Work by Consultant, the Work will be described in detail in the form of a Contract Work Authorization (“CWA”) and in accordance with Section 3.0, Contract Work Authorization Process, of these Specific Conditions. Consultant agrees that all Work shall be performed as outlined in the Specific Conditions and the General Conditions, attached and made part of the Contract, and each specific CWA that PG&E issues hereunder.
1.1 Consultant shall coordinate Work with PG&E Work Supervisor during project bid solicitation to ensure that PG&E’s competitive bid process is transparent to Consultant. This Contract is effective for the period of time specified in Section 7.0, Term of Contract, of the Specific Conditions. Any amendment related to the services provided in this Contract must be authorized by the issuance and execution of a Contract Change Order by both Consultant and PG&E prior to performance of the amended services defined in this Contract.
1.2 It is mutually agreed that no funds have been committed or will be paid by PG&E upon execution of the Contract.
1.3 NON-EXCLUSIVITY: THE PARTIES AGREE THAT THIS CONTRACT DOES NOT ESTABLISH AN EXCLUSIVE CONTRACT BETWEEN PG&E AND CONSULTANT NOR CONSITUTE A COMMITMENT BY PG&E, WHETHER EXPRESSED OR IMPLIED, TO CONTRACT WITH CONSULTANT TO PERFORM OR SUPPLY ANY WORK; NOR IS THERE ANY GUARANTEE AS TO VOLUME OF WORK OR THE DURATION OFTHIS CONTRACT. PG&E EXPRESSLY RESERVES ALL ITS RIGHTS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: THE RIGHT TO UTILIZE OTHERS TO PERFORM OR SUPPLY WORK OF THE TYPE CONTEMPLATED BY THE CONTRACT; THE RIGHT TO REQUEST PROPOSALS FROM OTHERS WITH OR WITHOUT REQUESTING PROPOSAL(S) FROM CONSULTANT FOR WORK OF THE TYPE CONTEMPLATED BY THE CONTRACT AND THE UNRESTRICTED RIGHT BY PG&E TO BID OR PERFORM ANY SUCH WORK.
2.0 DEFINITIONS
The definitions in Section 1.0, Definitions, of the General Conditions are supplemented with the following:
2.1 Bidder: Participant in a competitive solicitation for power contracts pursuant to CPUC Decisions XXXXXXXXXXXXXXXXXXXXX conducted by PG&E.
2.2 PG&E Work Supervisor: PG&E’s employee or agent representing PG&E’s interest in connection with the Work described in this Contract to be issued under this Contract and who has ultimate oversight and approval over Work pertaining to the Contract, monitoring Contract expenditures and authorizing invoice payments.
2.3 PRG: PG&E'’s Procurement Review Group, established by the CPUC to oversee PG&E’s procurement strategy, processes, and contracts.
2.4 Supplier: Vendor of services and/or products to PG&E.
3.0 CONTRACT WORK AUTHORIZATION PROCESS
Consultant agrees to perform the Work in accordance with the terms and conditions set forth in the Contract Any CWA that PG&E may issue under this Contract will provide more detailed information for Consultant. The process that Consultant shall follow in performing Work is outlined below. A sample CWA form is incorporated herein as Exhibit A.
3.1 When PG&E has identified a potential need for Consultant’s services under the Contract, the PG&E Work Supervisor will first submit to the Consultant a written or verbal request for proposal soliciting Consultant’s estimates for performing the proposed Work. PG&E’s request for proposal will include but is not limited to the following:
· description of Work,
· location of Work,
· start date, timeline, end date, deliverables and associated deliverable due dates,
· acceptance criteria
· performance criteria or guarantees
· Consultant responsibilities
· PG&E’s responsibilities
· industry standard to be followed
· special qualification for the Consultant employee(s) performing the Work
· special conditions to be considered
· special equipment or software required to perform Work
· maximum not-to-exceed amount on Time and Material basis or fixed price amount on Lump Sum basis for Work to be performed
· and other requirements as appropriate for the Work.
3.1.1 Consultant acknowledges that PG&E may elect to solicit proposals from other sources for the same proposed Work.
3.2 Within the timeframe specified in PG&E’s request for proposal, Consultant shall provide PG&E Work Supervisor with a copy of Consultant’s proposal for the performance of the Work. The proposal shall include a detailed breakdown as follow:
3.2.1 Consultant’s estimated costs including labor, materials, and other direct project expenses.
3.2.2 Consultant’s work schedule shall include work completion dates. Consultant shall note any proposed changes to, or problems meeting, PG&E’s proposed schedule, and explain in writing why the changes are being proposed.
3.2.3 Consultant shall list all pre-existing rights to any materials to be utilized for specific CWA.
3.3 PG&E will review Consultant’s proposal. If necessary, PG&E Work Supervisor will discuss with the Consultant any modifications or changes to the proposal. If PG&E Work Supervisor recommends authorizing Consultant to perform the services and tasks, then PG&E Work Supervisor will order the services in writing using a CWA, authorizing Consultant to commence with the Work.
3.4 Each CWA issued will include the detailed description of the Work to be performed by Consultant; specific Work location(s); required start and completion date, deliverables and other requirements as appropriate for the Work.
3.4.1 Each CWA will state:
· A maximum not-to-be exceeded amount for Work to be performed on a Time and Material basis, or
· A fixed price amount for work to be performed on a Lump Sum basis, or
· A combination of both
3.4.2 Each CWA will state all of Consultant’s pre-exiting rights to any materials furnished thereunder.
3.5 Consultant shall not commence Work until a CWA has been fully executed by both parties. Consultant’s acceptance will be noted by signing a copy of the CWA and returning it to PG&E by electronic or facsimile transmission. Work shall be completed in accordance with the terms specified in the CWA. Time is of the essence in Consultant’s performance of the Work.
3.6 Any Work performed by Consultant prior to approval by PG&E Work Supervisor and the signing by both parties of a CWA shall be at Consultant’s risk.
3.7 Changes to an executed CWA shall be prepared and approved in the same manner as an original CWA, with both parties signing the amended CWA.
3.8 CWAs which are executed pursuant to this Contract and which have completion dates beyond the completion date of the Contract shall continue to be governed by the terms of the Contract until the expiration of such CWAs.
3.9 THE TERMS AND CONDITIONS OF THIS CONTRACT SHALL APPLY INDEPENDENTLY TO EACH CWA ISSUED UNDER THIS CONTRACT.
3.10 THE TERMS AND CONDITIONS OF THIS CONTRACT SHALL NOT BE MODIFIED IN WHOLE OR IN PART, NOR SHALL ANY SUCH PURPORTED MODIFICATION OR CHANGE BE BINDING OR EFFECTIVE, BY THE USE OF ANY CWA.
4.0 SCOPE OF WORK
4.1 OVERSIGHT ACTIVITIES: The Work performed by Consultant under the Contract shall be pursuant to CPUC mandated requirements as described CPUC XXXXXXXXXXXXXXXX. Independent oversight services shall consist of, but not limited to, the following:
4.1.1 Review and comment on PG&E’s competitive bid process for the solicitation;
4.1.2 Review and comment on PG&E’s solicitation outreach and adequacy of its methods for outreach;
4.1.3 Review and comment on the design of PG&E’s evaluation and selection methodology for the solicitation;
4.1.4 Provide feedback to PG&E on its implementation of the evaluation and selection methodology; and
4.1.5 During solicitation, provide ongoing feedback as to whether PG&E is applying impartial treatment to participating Bidders consistently.
4.2 EVALUATION REPORT: Consultant shall provide findings of the solicitation process and other reports to PG&E Work Supervisor prior to issuing the final report to PG&E’s PRG and the Energy Division of the CPUC and the Commission.
4.3 CPUC PROCEEDINGS: Consultant shall be available to testify as an expert witness CPUC proceedings that are associated with the solicitation and shall prepare direct and rebuttal testimony, respond to data requests, and other activities associated with testifying as an expert witness.
5.0 CONSULTANT RESPONSIBILITIES
5.1 When providing Work as described in this Contract for PG&E, Consultant shall not perform any activity other than those listed above without the express prior written consent of PG&E.
5.2 In performing Work described in this Contract, Consultant will be provided access to any and all of PG&E’s data and evaluation models used in the solicitation, and all communications between PG&E, Suppliers and Bidders. Consultant shall treat such information as confidential and in accordance with Section 11, Confidentiality, of the Specific Conditions.
5.3 In performing Work as described in this Contract, if Consultant perceives he is the target of any attempt to improperly influence, pressure, or otherwise affect is finding – whether by PG&E, any Bidder, any market participant, any individual member of the PRG, or any other party whatsoever, Consultant shall immediately notify the PRG of such attempt.
5.4 SUBCONTRACTOR: Assignment of part or parts of the Work pursuant to this Contract to Subcontractor(s) shall be in accordance with Section 3.0, Subcontract, of the General Conditions. Consultant shall obtain approval of assignment from PG&E Work Supervisor. The assigning or subcontracting of any such Work shall not relieve the Consultant of any of its liabilities under this Contract.
5.4.1 Consultant shall submit a list of all proposed Subcontractor(s) in the performance of Work prior to the beginning of Work. PG&E reserves the right to refuse any person, organization or subcontractor to participate in the performance of Work. PG&E shall not honor any claims arising from PG&E exercising this right of refusal.
5.4.2 Consultant shall ensure that Subcontractor(s) shall comply with this Contract and shall perform the Work in accordance therewith. Without limiting the foregoing, Subcontractors shall, for example, have the required credentials to perform Work (e.g. capability of performing independent market valuation of renewable energy contracts, substantial prior experience with electric procurement, power generation technologies, and the economics of generation and power markets); shall provide insurance of the same type and limits as required of Consultant (See Section 30.0, Insurance, of the General Conditions), unless otherwise authorized in writing by PG&E; and shall abide by provision of Section 11.0, Confidentiality, of the Specific Conditions.
5.4.3 Subcontractor(s) shall be responsible to the Consultant, and Work performance by the Subcontractor(s) shall be the sole responsibility of the Consultant; however, PG&E Work Supervisor, and/or PG&E personnel authorized by PG&E Work Supervisor shall have the privilege and rights provided under the Contract governing the Work of the Consultant. Nothing in this Contract shall create any contractual relationship between a Subcontractor and PG&E.
5.5 CONSULTANT VALUES: PG&E places high value on our Customers, employees and shareholders; the environment; safety; continuous improvement; and conducting business in an ethical manner, as stated in Exhibit B, Contractor Values and Section 4.0 of the General Conditions. We expect Consultant and its Subcontractor working for PG&E to do the same.
6.0 PG&E’S RESPONSIBILITIES
6.1 PG&E Work Supervisor identified in each CWA will be the point of contact for Consultant.
6.2 PG&E Work Supervisor will confirm Consultant invoices and approve payments.
7.0 TERM OF CONTRACT
7.1 The effective date of this Contract is the execution of Contract by both parties and shall expire June 30, 2012.
7.2 MODIFICATION TO A CONTRACT: As set forth in Section 10, Amendments, of the General Conditions and reiterated here to reinforce the point, changes to an executed Contract shall be in the form of a Contract Change Order with both parties signing the Contract Change Order.
8.0 PAYMENT TERMS
8.1 COMPENSATION: Work performed by Consultant under the Contract shall be compensated on Time and Materials as set forth in Consultant Hourly Rate Schedule, Exhibit C, of the Specific Conditions, and in accordance with Section 6.0, Billing and Payment, of the General Conditions.
8.1.1 RATE ADJUSTMENT: At PG&E’s discretion, Consultant Hourly Rate Schedule (Exhibit C) may be adjusted annually based on the percentage change in US Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U).
8.1.2 Any substitution or additions to Subcontractor(s) listed in Exhibit C of the Specific Conditions shall be provided in accordance with Section 5.4 of the Specific Conditions.
8.1.3 REIMBURSABLE EXPENSE: PG&E will reimburse Consultant for expenses incurred in the performance of Work in accordance with Sections 6.2.4, Expenses; 6.2.6, Mileage and Use of Personal Car; and 6.2.7, Supporting Documentation, of the General Conditions. Consultant shall not charge a markup on reimbursable expenses.
8.2 INVOICE PAYMENT: For Consultant’s satisfactory performance of the Work and any associated deliverables and upon acceptance of Work and any associated deliverables by PG&E Work Supervisor, Consultant shall invoice PG&E in accordance with the Section 6.0, Billing and Payment, of the General Conditions. All payments will be made, subject to PG&E approval, within forty five days (45) days after receipt of a correct invoice.