CA PUC RFP by QoA2W6h7

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									STATE OF CALIFORNIA                                              ARNOLD SCHWARZENEGGER, Governor

PUBLIC UTILITIES COMMISSION
505 VAN NESS AVENUE
SAN FRANCISCO, CA 94102-3298




April 23, 2008

All interested parties and prospective bidders:

Request for Proposals 07PS5745, Collection of Accounts Receivable

The California Public Utilities Commission (“CPUC”) hereby issues the attached Request for
Proposals (“RFP”) to qualified vendors for collection of delinquent accounts receivable. The
RFP is available on the CPUC’s website at www.cpuc.ca.gov under Contracting Opportunities.

Please read the instructions thoroughly and complete and return each required form to ensure
your proposal complies with the requirements of this RFP. Proposals are due, as specified in
Section I, E, Projected Timetable, and Section IV, Packaging and Delivery, no later than 3:00
p.m. on Friday, May 16, 2008. No late proposal will be accepted.

Each contractor, employee, and agent is required to pass a mandatory check before performing
the work described in Exhibit A, Scope of Services.

NOTE: A conference regarding this RFP will be held at a time, date, and place to be set later.
Please direct any request for clarification or other question to the undersigned at 505 Van Ness
Avenue, San Francisco, CA 94102; facsimile: (415) 703-5922; or email: res@cpuc.ca.gov.

Thank you.



_________________________
Robert Smith
Manager, Personal and Consultant Services Contract Branch
Contract and Procurement Services Section

Attachments




309643
      REQUEST FOR PROPOSALS

                  07PS5745

COLLECTION OF ACCOUNTS RECEIVABLE




      CALIFORNIA PUBLIC UTILITIES COMMISSION
               505 VAN NESS AVENUE
             SAN FRANCISCO, CA 94102
                                                     TABLE OF CONTENTS
                                                                                                                                                Page
I.             GENERAL INFORMATION ............................................................................................. 1
     A.        Purpose................................................................................................................................ 1
     B.        Qualifications of Vendor..................................................................................................... 1
     C.        Issuing Office ...................................................................................................................... 1
     D.        Contact with the CPUC....................................................................................................... 1
     E.        Projected Timetable ............................................................................................................ 1
     F.        Examination of Requirements............................................................................................. 2
     G.        Amendment or Cancellation of RFP ................................................................................... 2
     H.        Written Questions ............................................................................................................... 2
     I.        Public Records and Confidentiality .................................................................................... 2
     J.        Conditions of Submission ................................................................................................... 3
     K.        Rejection of Response......................................................................................................... 3
     L.        Nonmaterial Deviation ........................................................................................................ 3
     M. Award of Contract............................................................................................................... 3
     N.        Hiring of Personnel Employed by the CPUC ..................................................................... 4
     O.        Governing Law and Regulations ........................................................................................ 4
     P.        Protest of Award ................................................................................................................. 4
II.            MANDATORY ELEMENTS OF RESPONSE.................................................................. 4
III.           EVALUATION OF PROPOSALS ..................................................................................... 5
    A.         Rated Evaluation ................................................................................................................. 5
          1.     Statistics on Collection ................................................................................................... 5
          2.     Procedures for Collection ............................................................................................... 5
          3.     Reporting......................................................................................................................... 6
          4.     Background and Experience ........................................................................................... 6
     B.        Proposed Charge for Services ............................................................................................. 6
     C.        Preferences and Related Requirements ............................................................................... 7
          1.     Small Businesses ............................................................................................................. 7
          2.     Disabled Veterans ........................................................................................................... 7
          3.     Target Areas .................................................................................................................... 7
          4.     Military Bases ................................................................................................................. 7
          5.     Enterprise Zones ............................................................................................................. 8
IV.            PACKAGING AND DELIVERY ...................................................................................... 8




                                                                             i
                      TABLE OF CONTENTS (continued)


EXHIBITS

Exhibit A – Scope and Review of Services
Exhibit B –Terms and Conditions

ATTACHMENTS

Attachment 1 – Proposed Charge for Services
Attachment 2 - Statistics on Collection
Attachment 3 - Certification
Attachment 4 - Guaranty




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I.     GENERAL INFORMATION
       A.     Purpose
The California Public Utilities Commission (“CPUC”) extends this Request for
Proposals (“RFP”) to qualified vendors for the collection of approximately
$30,000,000 in various delinquent accounts receivable ranging in individual
amount from $5,000 to $7,000,000. This service may be provided by 1) securing
payment in full or in some lesser amount as a compromise approved by the CPUC,
2) arranging scheduled payments, or 3) enforcing judgment obtained through
litigation. The term of the contract is two years.
       B.     Qualifications of Vendor
This solicitation is open to any vendor who, at the time of submission, 1) has
immediately preceding submission of its proposal three years’ experience similar
to the services required; 2) is able to track debtors and conduct litigation; and 3) is
licensed to do business as required by the city or county where its office is located.
       C.     Issuing Office
This RFP is issued by the CPUC’s Personal and Consultant Services Contracts
Branch. Issuance of this RFP does not constitute a commitment by the CPUC to
award any contract. Any question pertaining to this RFP shall be directed to

                     California Public Utilities Commission
                     Attention: Robert Smith
                     505 Van Ness Avenue
                     San Francisco, CA 94102

                     Phone: (415) 703-2482
                     FAX: (415) 703-5922
                     E-Mail: res@cpuc.ca.gov.

       D.     Contact with the CPUC
No contact regarding this RFP shall be made by a vendor with any member of the
CPUC’s Evaluation Panel, Commissioners, or staff after issuance of the final RFP,
with the exception of the person named above. Any such contact may disqualify
the vendor from further consideration. A request for clarification is permissible
only if it is made through the contact indicated above.
       E.     Projected Timetable
The following timetable is set forth for informational purposes only. The CPUC
may change any date at its discretion. Written notification will be provided,
however, to each vendor who files an Intent to Bid (subsection H below).


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       Action                              Date                        Time
RFP Issued                                 April 23, 2008
Written Questions Due                      May 2, 2008                 3:00 p.m.
Answers to Written Questions               May 9, 2008
Proposal Due                               May 16, 2008                3:00 p.m.
Formal Presentation by Bidders             May 26-29, 2008
Notice of Intent to Award Contract         May 30, 2008
Projected Effective Date of Contract       June 30, 2008

       F.       Examination of Requirements
Each bidder should examine this document thoroughly and become fully aware of
the scope of services required. A response shall be based solely on the
information and material contained in the final RFP and any amendment issued by
the CPUC. Vendors are directed to disregard anything else they may have
received, any advertisement or article they may have read, or any oral
representation made to them. If it fails to notify the CPUC of an error which it
discovers in this RFP, an interested vendor submits a response at its own risk. If
awarded the contract, the bidder will not be entitled to additional compensation or
time by reason of the error or through later correction.
       G.       Amendment or Cancellation of RFP
The CPUC may cancel or amend this RFP at any time.
       H.       Written Questions
Any question regarding this RFP shall be submitted in writing, via fax, e-mail, or
regular mail, to the CPUC’s Contact Person by the date and time specified in the
Projected Timetable. Each vendor has the sole responsibility to verify receipt of
any question it has submitted. A copy of all written questions, along with each
answer sent in response, will be provided to any requesting vendor.
       I.       Public Records and Confidentiality
All data, material, and documentation submitted by a bidder in response to this
RFP is subject to a request for review by a fellow bidder or by the public pursuant
to the California Public Records Act (Government Code, Section 6250 et seq).
The CPUC will process any such request in accordance with the laws of the State
of California. The CPUC will assert on the bidder’s behalf and attempt to
maintain confidentiality of any proprietary information or material otherwise
exempt from disclosure submitted by a bidder so long as the bidder complies with
two requirements:




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              1.     Bidder shall identify in writing the specific data or
                     other material that is confidential. Bidder shall
                     designate such material as specifically as possible by
                     page, paragraph, and sentence. Identifying markings
                     must be made conspicuous to distinguish the protected
                     data or material from other text.
              2.     Bidder shall cite the specific legal authority on which
                     it relies in asserting that the material so designated is
                     entitled to protection as confidential.

If material is improperly marked as confidential, or if the entirety or substantially
all of a response is designated as confidential, the CPUC may, in its discretion,
determine that a bidder’s response is nonconfidential. Under no circumstance will
the CPUC be liable to a bidder or anyone else for disclosing any portion of its
submission in response to this RFP, including any portion it asserts is confidential.
       J.     Conditions of Submission
A response to the RFP and any subsequent presentation shall be submitted on the
most favorable terms the vendor can offer. After submission to the CPUC, the
response may not be replaced, changed, or modified in any way except as
specified in this RFP or in response to a subsequent amendment. A vendor may be
allowed to withdraw a response, provided that such withdrawal is received by the
CPUC prior to the deadline for final submission. A withdrawal shall be filed in
the same manner as a response.
       K.     Rejection of Response
The CPUC reserves the right to reject any response. In particular, the CPUC may
reject a response which is conditional or, incomplete, or which contains any
material deviation. Any provision of this RFP which is defined as a requirement
shall be considered mandatory. In the interest of promoting competition, however,
the CPUC may allow a bidder to correct a deficiency related to any requirement.
If no bidder meets a particular mandatory requirement, the CPUC reserves the
right to continue evaluation and select the response which most closely meets the
requirements specified in this RFP.
       L.     Nonmaterial Deviation
The CPUC may waive any nonmaterial deviation in a proposal. The CPUC’s
waiver of a nonmaterial deviation will in no way modify the RFP’s requirements
nor excuse the bidder from full compliance with any requirement.
       M.     Award of Contract
The CPUC’s Executive Director or designee will make the final determination of
the contract’s award, subject to approval by the CPUC’s Commissioners. In


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making this determination, the Executive Director or designee may be assisted by
an Evaluation Committee. Failure or refusal on the part of the winning bidder to
begin performance within ten days of execution may be treated as a repudiation of
the contract at the discretion of the CPUC. The CPUC reserves the right to pursue
damages associated with repudiation of the contract. The CPUC also reserves the
right to cancel any element of a proposal or rescind an announced award at any
time up to and including execution of the contract with the winning bidder.
       N.     Hiring of Personnel Employed by the CPUC
At all times during the period of evaluation and continuing through the award of
the contract or the rejection of every proposal, each bidder is prohibited from
officially or unofficially making any offer of employment or proposing any
arrangement whatsoever to any employee of the CPUC involved in the evaluation
of proposals. A bidder making such an offer or proposition may be disqualified
from further consideration.
       O.     Governing Law and Regulations
This RFP shall be governed by the California Public Contracts Code, as well as
other laws and regulations of the State of California, including the State Contract
Manual (“SCM”).
       P.     Protest of Award
Any protest of the award will be handled in accordance with the SCM, the
Government Code, the Public Contracts Code, and Title 2 of the California Code
of Regulations.

II.    MANDATORY ELEMENTS OF RESPONSE
Each bidder shall complete and submit the following attachments:

       1.     Attachment 1, Proposed Charge for Services;
       2.     Attachment 2, Statistics on Collections;
       3.     Attachment 3, Certification; and
       4.     Attachment 4, Guaranty.

Failure to submit any information required by these attachments may, at the
discretion of the CPUC, result in the rejection of the proposal. If no bid meets a
particular mandatory requirement, the CPUC reserves the right to continue
evaluating the proposals.

Criteria for Evaluating Mandatory Elements of Response: Pass/Fail




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III.   EVALUATION OF PROPOSALS
Each bidder who submits the information specified in Section II, Mandatory
Elements of Response, will advance to the Rated Evaluation. In turn, each bidder
receiving a minimum overall rating of “Meets Requirements” in the Rated
Evaluation will advance to an assessment of price. The contract will be awarded
to the bidder who proposes to charge the lowest amount after consideration of
each applicable preference and incentive.

        Rating                                        Definition

     Significantly       Proposal significantly exceeds required performance or
 Exceeds Requirements    capability; proposal demonstrates exceptional strength that
                         would significantly benefit the CPUC.
 Exceeds Requirements    Proposal exceeds required performance or capability;
                         proposal has at least one strength that would benefit the
                         CPUC.
  Meets Requirements     Proposal demonstrates adequate performance or capability.
  Meets Requirements     Proposal demonstrates weak performance or capability.
   with Exceptions
   Does Not Meet         Proposal fails to meet required minimum performance or
    Requirements         capability. (Proposal with an unacceptable rating will not be
                         awarded a contract.)
       A.     Rated Evaluation
The Rated Evaluation will consist of the following elements.
              1.     Statistics on Collection
As shown on Attachment 2, Statistics on Collection, the percentage of accounts for
which some recovery was made and the percentage recovered of the total amount
assigned for recovery will provide indications of the success for each range
indicated.

Criteria for Evaluating Statistics on Collection
    The rate at which assignments are collected for accounts of various
       amounts.
    Ability to collect assignments in the various amounts to be referred to the
       bidder by the CPUC.
              2.     Procedures for Collection
Each bidder shall provide a detailed explanation of its procedures. This should
include the type of effort used, the number of attempts made before a different
effort is pursued, and the interval between contacts. Each bidder shall also include
any pertinent information about technology employed, as well as any
distinguishing feature.


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Criteria for Evaluating Collection
    Appropriateness of procedures.
    Level of relevant experience of personnel to be assigned to the CPUC’s
       accounts.
    Percentage of time personnel is to be assigned to the CPUC’s accounts.
             3.     Reporting
Each bidder shall provide a sample of any report it would submit to the CPUC. If
the report is accessible in an electronic medium, an explanation of any additional
feature that may be utilized should be included.

Criteria for Evaluating Reporting
    Suitability of reports in assisting the CPUC in financial analysis.
    Level of detail and ability to track accounts.
    Active features of reporting and ability to analyze data.
             4.     Background and Experience
Each bidder shall (a) state the number of years it has continuously been in
business, including a brief history of the company and summary of its
qualifications and a demonstration of how prior experience and available resources
make it best suited to handle the CPUC’s account; (b) provide a list of each client
that has placed a minimum of $500,000 in a commercial account with it within the
last eighteen months; and (c) include the name, address, and telephone number of
the Contact Person for each such client. The CPUC reserves the right to contact
any client listed.

Criteria for Evaluating Background and Experience
    Years in business.
    Prior experience and available resources.
    Clients and their level of satisfaction.

      B.     Price for Services
The CPUC will assess each bidder’s price, as specified in Attachment 1, Proposed
Charge for Services, for responsiveness to the requirements of this RFP and in
accordance with the criteria shown below.

Criteria for Assessing Price
    The price proposed for accounts of various amounts.
    The amount, if any, proposed to be charged the CPUC for any account
       which is not collected.




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       C.     Preferences and Related Requirements
Additional information on the various preferences listed below, including any
pertinent regulations, may be found at www.pd.dgs.ca.gov. Also available there
are Standard Forms 813, 830, 831, 832, and 840 for use in seeking certification.
The total combined preference may not exceed 15 percent, up to a maximum of
$100,000.
              1.     Small Businesses
The Small Business Procurement and Contract Act (“SBPCA”), Section 14835 et
seq. of the Government Code, provides that a preference (referred to here as an
“incentive”) of 5 percent, up to a maximum of $50,000, be awarded to companies
based in California who certify that they are a “small business,” as specified by the
Office of Small Business & DVBE Certification (“OSDC”). In addition, a bidder
who does not qualify as a small business is eligible for a preference of 5 percent if
at least 25 percent of its bid relates to work which would be performed by a
subcontractor who is certified as a small business.
              2.     Disabled Veterans
Pursuant to the SBPCA, the Department of General Services (“GSA”) has
established regulations providing that a preference of five percent, up to a
maximum of $50,000, be awarded to companies based in California who certify
that they are a “disabled veteran business enterprise,” as specified by the OSDC.
In addition, these regulations establish certain goals of participation in the
Disabled Veteran Business Enterprise Program which each bidder is required to
pursue. (Note: The requirement that bidders post advertisement soliciting
participation by Disabled Veterans Business Enterprises is hereby waived.)
              3.     Target Areas
The Target Area Contract Preference Act, Section 4530 et seq. of the Government
Code, provides that a preference of five percent, up to a maximum of $50,000, be
awarded to companies based in California who certify that 90 percent of the labor
required to perform the contract will be employed in a “target area,” as specified
by the State Office of Planning and Research. An additional preference of one to
four percent is available if the contract would be performed by persons with a high
risk of unemployment.
              4.     Military Bases
The Local Agency Military Base Recovery Area Act, Section 7107 et seq. of the
Government Code, requires that a preference of five percent, up to a maximum of
$50,000, be awarded to companies in California who certify that 90 percent of the
hours required to perform the contract will occur at an identified worksite in a
“local agency military base recovery area,” as specified by the State Trade and



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Commerce Agency. An additional preference of one to four percent is available if
the contract would be performed by persons with a high risk of unemployment.
             5.     Enterprise Zones
Pursuant to the Enterprise Zone Act, Section 7070 et seq. of the Government
Code, the GSA has established regulations requiring that a preference of 5 percent,
up to maximum of $50,000, be awarded to companies based in California who
certify that 90 percent of the labor required to perform the contract will be
employed in an “enterprise zone,” as specified by the State Trade and Commerce
Agency. An additional preference of one to four percent is available if the
contract would be performed by persons with a high risk of unemployment.

IV.   PACKAGING AND DELIVERY
The original proposal shall be marked “Original” and bear each required, original
signature. Any attachment or form requiring a signature must be signed in ink by
a person identified in the transmitting letter as legally authorized to bind the
bidder. Each response shall be submitted in a sealed package addressed as
specified above and clearly identifying the bidder. Within the sealed package,
Bidder shall include three sealed packages:

            Package 1 shall contain an original and four copies of any cross-
             referenced information the bidder has identified as confidential.
             a.     If it believes its response contains confidential
                    information, Bidder must cite the specific legal
                    authority on which it relies and identify the
                    material.
             b.     If a response does not contain confidential
                    information, Bidder must provide a written
                    statement on its letterhead that it does not seek
                    protection.
            Package 2 shall contain an original and four copies of Attachments
             2 through 4 in the format described in Section II, Requirements. The
             Proposal shall be indexed, lettered, and numbered specified in
             Section II, Requirements. This package shall not contain any
             confidential information.

            Package 3 shall contain an original and two copies of Attachment 1,
             Price for Services, and an original and two copies of each
             certification of preference which Bidder seeks to have considered.




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Bidder is directed then to mail or personally deliver the proposal to

                     California Public Utilities Commission
                     Attention: Robert Smith
                     505 Van Ness Avenue
                     San Francisco, CA 94102
                     Phone: (415) 703-2482
                     FAX: (415) 703-5922
                     E-Mail: res@cpuc.ca.gov.

A proposal received after the date and time when it is specified to be due will not
be considered. Each bidder is solely responsible for ensuring timely receipt of its
response.




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                                  EXHIBIT A

                   SCOPE AND REVIEW OF SERVICES

The services to be provided under this contract and review of their performance
are specified below.

1.    Collection

      Contractor shall undertake to collect approximately $30,000,000 in various
      accounts receivable for the CPUC. At all times, such collection shall be
      performed in strict compliance with California’s Rosenthal Fair Debt
      Collection Practices Act (Civil Code, Sections 1788-1788.32) and the
      Federal Fair Debt Collection Practices Act (15 USC §1692).

2.    Tracking Cases

      Contractor shall employ competent technical staff to track cases and report
      required information to the CPUC’s Contract Manager. Contractor shall
      ensure that information is retrievable upon request by the CPUC’s Contract
      Manager.

3.    Litigation

      Contractor shall provide, if directed by the CPUC, comprehensive and
      complete litigation for each case in which all other effort has failed to
      collect a delinquent account.

4.    Statement of Payments Received

      Twice per month, Contractor shall transmit a statement summarizing all
      payment on each referred account. This statement shall be accompanied by
      Contractor’s check made payable to the CPUC for all funds collected
      during the relevant period. Any check accepted by Contractor and credited
      to the CPUC shall be considered final payment and will not be reversed at a
      later date. Contractor may be required by the CPUC’s Contract Manager to
      estimate before the fifth day of each month the amount collected but not
      invoiced to the CPUC the previous month.

5.    Review of Performance

      Within ten days of the end of each month, Contractor shall deliver to the
      CPUC’s Contract Manager a written report providing the following
      information on each assigned account.
                                         1
     A.    Active Accounts
           (1)    The CPUC’s ID, debtor’s name, and amount of the original
                  debt referred to Contractor for collection;
           (2)    Amount paid in full or in part and remaining balance;
           (3)    Contractor’s fee; and
           (4)    Status of account.
     B.    Canceled Accounts
           (1)    The CPUC’s ID, debtor’s name, and amount of the original
                  debt referred to the Contractor for collection;
           (2)    Amount paid in full or in part and the remaining balance;
           (3)    Contractor’s fee;
           (4)    Identification of each account deemed uncollectible, contact
                  attempted by mail and by telephone, and the reasons
                  supporting discharge by the CPUC; and
           (5)    Balance in dollars and number of accounts remaining in
                  Contractor’s assignment.
     C.    Litigation
           (1)    The CPUC’s ID, debtor’s name, and amount of the original
                  debt referred to the Contractor for collection;
           (2)    Amount paid in full or in part and the remaining balance;
           (3)    Contractor’s fee; and
           (4)    Status of account.
     D.    Bankruptcy
           (1)    The CPUC’s ID, debtor’s name, and amount of the original
                  debt referred to the Contractor for collection;
           (2)    Amount paid in full or in part and the remaining balance;
           (3)    Contractor’s fee; and
           (4)    Status of account.
6.   Correction of Error

     Any error identified by the CPUC’s Contract Manager shall be corrected by
     Contractor no later than two weeks from date of written notification sent by
     the CPUC.



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7.   Designated Staff

     Contractor shall designate staff with sole responsibility to manage and act
     upon the CPUC’s accounts at all times for the duration of the contract.
     Contractor shall notify the CPUC’s Contract Manager of any change in
     designated staff.

8.   Interest and Penalty

     Contractor shall not charge interest or penalty on any account referred by
     the CPUC except when instructed to do so by the CPUC’s Contract
     Manager.

9.   Fee for Insufficient Funds

     Contractor may charge its usual fee, plus any additional amount imposed by
     Contractor’s bank, for a dishonored check paid by the debtor to the
     Contractor on an assigned account. This does not limit Contractor’s right
     to use the California Civil Code, Section 1719. Payment by a debtor shall
     be applied first to the assigned account, followed by recovery of any charge
     due Contractor on the check.




                                       3
                               EXHIBIT B
                         TERMS AND CONDITIONS
Contractor shall provide service in accordance with the following terms and
conditions, consistent with the requirements set forth in Form GTC 307, as found
at www.documents.dgs.ca.gov.

1.    GENERAL PROVISIONS

1.1   The person signing this contract warrants authorization to enter into this
      contract on behalf of Contractor.

1.2   Term of Contract

      The term of the contract is two years.

1.3   Full Force and Effect

      This contract is without force or effect until signed by each party and every
      approval is secured. Contractor operates at its own risk if it commences
      performance before that time.

1.4   Amendment

      The parties may amend the contract by written mutual consent. No
      alteration or variation of any term of this contract will be valid or binding
      unless amended pursuant to this section, and no prior understanding or oral
      agreement not incorporated in the contract is binding on any party.

1.5   Consideration

      As consideration for the compensation paid under this contract, Contractor
      agrees to perform each service and fulfill every responsibility as directed by
      the CPUC’s Contract Manager, and as detailed in Exhibit A, Scope of
      Services, and as it may be amended.

2.    RELATIONSHIP AND AUTHORITY

2.1   Authority

      Contractor agrees to be bound by all laws, regulations, guidelines, and
      imposed upon the CPUC as they relate to the contract. Contractor shall
      perform its duties and obligations subject to audit and oversight and


                                        1
      pursuant to all terms and conditions. Contractor will have the authority,
      consistent with the limitations specified herein, to act as may be necessary
      or desirable to perform the contract.

2.2   Jurisdiction and Venue

      The proposal, the award, and any contract resulting from the Request for
      Proposals will be governed by and interpreted in accordance with this
      section. By executing the contract, Contractor agrees that the jurisdiction
      for any action hereunder shall be the Superior Court, State of California and
      that venue for any action hereunder shall be the Sacramento County
      Superior Court. As consideration for entering into the contract, Contractor
      waives access to any other court that may have concurrent jurisdiction
      inside or outside of California and also agrees to exhaust all remedies
      provided for in the contract, or otherwise applicable, before instituting any
      litigation relating to the contract.

3.    OBLIGATIONS OF THE PARTIES

3.1   Contract Managers

      The Contract Manager of each party is responsible for ensuring compliance
      with the terms and conditions of the contract and, unless otherwise
      specified in the contract, shall have the authority to act for and bind the
      respective party in connection with the implementation of each aspect of
      the contract. Any action taken by the CPUC shall be the sole responsibility
      of the CPUC’s Contract Manager unless otherwise specified. Any action
      taken by any other employee of the CPUC in connection with the
      implementation of any aspect of this contract without the specific written
      approval of the CPUC’s Contract Manager shall have no legal effect. Each
      party shall notify the other in writing within five days of a proposed change
      in Contract Manager. Any change in Contractor’s Contract Manager shall
      be subject to the CPUC’s approval.

3.2   Licenses and Permits

      Contractor shall secure any license or permit (including any necessary for
      individual employees, subcontractors, and/or agents) required in order to
      provide any service pursuant to the contract. Contractor shall retain and on
      request provide the CPUC with a copy of any required license or permit.
      Contractor shall maintain each required license and/or permit throughout
      the contract.



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3.3   Confidentiality

      Contractor shall keep confidential all information and material related to
      the contract and shall not disclose any such information or material to any
      third party unless such disclosure is approved in writing by the CPUC’s
      Contract Manager, specifically required by subpoena or order, or otherwise
      specifically permitted by the contract. Under no circumstance will the
      CPUC be liable to Contractor or to any other person or entity for disclosing
      any information or material Contractor has designated as confidential.

3.4   Contact with Media

      Contractor shall not make any statement to the media pertaining to this
      contract without the prior written approval of the CPUC’s Contract
      Manager, and then only in cooperation with the CPUC’s Contract Manager.

4.    GENERAL WARRANTY AND REPRESENTATION

      Contractor warrants that

      A.    Contractor is fully authorized and prepared to enter into and perform
            the terms and conditions of the contract;
      B.    Contractor will obtain at its expense, and maintain, any necessary
            right, clearance, permit, governmental approval, or licenses with
            respect to any material or element embodied in or used in connection
            with the performance of the contract for the benefit of the CPUC.
      C.    Contractor will comply with all federal, state, and local laws,
            ordinances, rules, and regulations applicable to its activities and
            obligations under the contract;
      D.    The goods and services provided by Contractor will not infringe any
            copyright, trademark, or other intellectual property; and
      E.    Every service provided by Contractor pursuant to the contract will
            be performed in a prompt, competent manner by properly trained
            personnel in accordance with the highest standards of Contractor’s
            industry.
5.    FISCAL PROVISIONS
5.1   Frequency of Payment

      Contractor will be paid on submission of an invoice, bi-monthly in arrears,
      and on approval by the CPUC’s Contract Manager.



                                        3
5.2   Payment

      Payment will be made within forty-five days after the date of the invoice
      unless it is disputed. Interest will accrue and be charged on any payment
      which is overdue within the meaning of the Government Code, Section
      926.17, at a rate of one percent above the rate accrued on June 30th of the
      prior year of the Poole Money Investment Fund, but not to exceed 15
      percent.

      If Contractor is certified by the Department of General Services or the
      CPUC as a small business, payment will be made in accordance with the
      Government Code, Section 926.17. Payment will be made within thirty
      days after the date of the invoice unless specified otherwise within the
      contract or unless an invoice is disputed. Interest will accrue and be
      charged on any payment that is overdue within the meaning of Section
                                                               st
                                                               t
      926.17 at a rate of ¼ percent per day starting on the 31 day. Any penalty
      of $75.00 or less is waived pursuant to Section 926.17.

      The CPUC will notify Contractor within fifteen days from receipt of any
      invoice it disputes. Payment will then be made within forty-five days from
      receipt of the corrected invoice. If Contractor qualifies as a small business,
      payment will be made within thirty days from receipt of the corrected
      invoice.

5.3   Notice of Money Due

      The CPUC will notify Contractor in writing when and if any money is due
      the CPUC. Any money Contractor owes the CPUC shall either be paid to
      the CPUC within forty-five days after notice of the amount due or the
      amount due will be deducted from compensation otherwise due the
      Contractor by the CPUC.

5.4   Reporting of Taxes

      Section 6041 of the Federal Internal Revenue Code and Section 18646 of
      the California Revenue and Taxation Code require the State to report
      certain payments. No claim for payment will be processed by the State
      until Contractor has provided the necessary information specified in
      Section 6041 of the Federal Internal Revenue Code and Section 18646 of
      the California Revenue and Taxation Code. Contractor agrees to abide by
      these conditions and to provide any information requested to satisfy these
      requirements.



                                         4
5.5   Withholding of Payment

      A.     The CPUC may withhold or delay payment in whole or in part to
             Contractor if Contractor fails to perform any obligation under the
             contract.
      B.     For the last month of the contract, the CPUC may withhold up to
             five percent of payment to Contractor on completion of transfer to a
             new contractor.
5.6   Full Compensation

      Compensation to be paid Contractor, as provided herein, is in consideration
      for the Contractor's service and administrative expenses, in accordance with
      Attachment 1, Price for Services.

5.7   Invoices

      Contractor shall submit each invoice in duplicate, noting the contract’s
      number and listing each service rendered and reimbursement claimed.
      Payment will be made after those services have been received. Payment
      authorized for a disputed invoice will not include any amount disputed.
      Each invoice shall be submitted to

                           California Public Utilities Commission
                           Attention: Fiscal Office
                           505 Van Ness Avenue
                           San Francisco, CA 94102.

      Any document necessary to support and substantiate an invoice shall be
      made available to the CPUC upon request. Contractor shall mark "Final
      Invoice" on the last invoice submitted to the CPUC for payment. If no
      invoice is received by the CPUC within one hundred and eighty days after
      the termination or expiration of the contract, Contractor waives any right to
      receive further payment under this contract.

6.    PREVENTION OF LOSS

Contractor shall acquire and maintain insurance sufficient to defend, indemnify,
and hold the CPUC harmless as set forth in this section. Such insurance shall
remain in force throughout the term of the contract and any extension, and a copy
of the insurance shall be provided to the CPUC on request. A certificate of
insurance for each required policy shall be provided to the CPUC when due. The
insurance shall be issued by a company rated A-minus or better by the AM Best


                                        5
Company, or meet the approval of the CPUC’s Contract Manager. Each policy
shall provide that it cannot be canceled except by giving written notice of thirty
days to the insured and each certificateholder. If its carrier cancels any policy,
Contractor shall immediately obtain a replacement prior to expiration. Failure by
Contractor to provide and maintain any required insurance or security may result
in termination of the contract.

6.1   Insurance for Workers’ Compensation

      Contractor shall maintain Insurance for Workers’ Compensation for each
      employee who will be engaged in the performance of the contract, pursuant
      to the requirements of the California Labor Code, Section 3700.

6.2   Insurance Covering General and Public Liability

      Contractor shall maintain Insurance Covering General Liability with a limit
      of at least one million dollars for any one person, one million dollars for
      any one occurrence for death or bodily injury, and one million dollars for
      any one occurrence for damage to property. The policy shall also include
      coverage for liability arising out of premises, operations, independent
      contractors, products, and advertising, in an amount of two million dollars
      aggregate. The policy shall identify the number of the CPUC’s contract
      and include the CPUC as payee, insofar as operations under the contract are
      concerned. The CPUC, its Commissioners, and employees shall be added
      as insured.

6.3   Security for the CPUC

      Contractor’s performance shall be guaranteed by providing acceptable
      security in the amount of thirty thousand dollars. In meeting this
      requirement, Contractor shall provide and maintain security immediately
      available to the CPUC in the event of nonperformance by anyone required
      to provide service under the contract. The security offered may include a
      bond for performance, a letter of credit, a certificate of deposit, a note or
      deed of trust, or any other instrument or mechanism proposed by Contractor
      that is acceptable to the CPUC. After the initial year of the contract, the
      amount of the security may be reduced by the CPUC’s Contract Manager.

6.4   Indemnification

      A.     Contractor shall defend, indemnify, and hold harmless, at
             Contractor’s expense, the State of California, the CPUC, and its
             Commissioners, employees, and agents, and their respective


                                         6
            successors, heirs, representatives, administrators, and assigns from
            all responsibility, any suit, judgment, award, costs, damages, claim,
            demand, action, cause of action, expense, or liability of any nature
            threatened or brought against, sustained or incurred by any of them,
            whether jointly, severally, or individually resulting from or in any
            way connected with the negligent, unauthorized, or intentional
            activity of Contractor or its officers, employees, subcontractors, or
            agents in connection with the contract.
      B.    Neither Contractor nor any attorney engaged by Contractor may
            defend against any claim in the name of the CPUC, nor purport to
            act as a legal representative of the CPUC, without the prior written
            consent of the Executive Director of the CPUC or his/her designee.
      C.    The CPUC may, at its election and at Contractor’s expense, assume
            its own defense and settlement in the event that the CPUC
            determines that (i) Contractor is prohibited from defending the
            CPUC, (ii) Contractor is not adequately defending the CPUC’s
            interests, or (iii) an important governmental principle is at issue.
      D.    Each indemnity set forth in this subsection is in addition to, and not
            in lieu of, any indemnity provided hereunder or by law.
      E.    Contractor shall provide the CPUC’s Executive Director immediate
            written notice of any action or suit filed against Contractor that is
            related in any way to the contract.

7.    OVERSIGHT OF CONTRACT
7.1   Investigation and Approval of Contractor’s Staffing

      A.    The CPUC may investigate Contractor, its officers, directors,
            principals, investors, owners, employees or other associates, and/or
            the officers, directors, principals, investors, owners, employees, and
            other associates of the Contractor's parent entity, subsidiaries, and/or
            subcontractors at any time during the life of the contract. The CPUC
            may reject a bid or terminate the contract based on the results of any
            such investigation, as provided in the California Government Code,
            Sections 8880.57 and 8880.58.

      B.    Any person associated with the performance of the contract shall be
            subject to fingerprinting and required to complete a statement and
            personal history and to authorize the release of personal information.




                                        7
      C.     The CPUC reserves the right to disapprove any personnel of
             Contractor or subcontractor assigned to the contract. Any personnel
             deemed unacceptable by the CPUC shall immediately be removed
             from the performance of the contract.

      D.     No personnel shall be assigned to the contract who has ever been
             convicted of a felony, an offense related to gambling, or a crime
             involving dishonesty. The contract is subject to termination if
             Contractor knowingly assigns or fails to remove any personnel with
             a criminal conviction, as described above.

      E.     A bidder may be required by the CPUC to reimburse the CPUC for
             any necessary and reasonable cost incurred by the CPUC in
             conducting any investigation pursuant to the terms and conditions of
             the contract.

7.2   Evaluation of Contractor

      The Contract Manager for the CPUC and the Contract Manager for
      Contractor shall meet as often as necessary, but not less than once a year to
      review and evaluate progress and performance. The criteria for review and
      evaluation will be established by the CPUC’s Contract Manager. The
      evaluation will be provided in writing to the Contractor within 30 days.
      The final evaluation of Contractor’s performance will take place within
      thirty days of the contract’s termination or expiration.

7.3   Monitoring Participation as a Small Business

      The CPUC’s Personal and Consultant Services Contract Branch will
      monitor Contractor’s participation as a Small Business, if applicable, and
      required a periodic report from Contractor regarding such participation.

7.4   Access to Records

      Contractor and each subcontractor under this contract shall maintain a
      record of the fulfillment of each contractual obligation in accordance with
      generally accepted accounting principles and any other procedure specified
      by the CPUC. Contractor shall make such records available to the CPUC
      upon request during the contract’s term and any extension. Contractor shall
      retain such records for four years from the date of final payment of the
      contract. The CPUC reserves the right to audit each record prepared by
      Contractor or subcontractor relating to this contract.



                                        8
      A.      Contractor shall make available to the CPUC upon request an
              authenticated requisition for payment and proof of payment for work
              and service on behalf of the CPUC's accounts.
      B.      Contractor shall make available to the CPUC any document relating
              to the contract as well as a record of every expense incurred by
              Contractor on the CPUC's behalf for which Contractor claims
              reimbursement. Contractor shall make each document open to
              examination and inspection by an authorized representative of the
              CPUC at any reasonable time.
7.5   Audit

      7.5.1 Audit of Contractor’s Records

      During the contract’s term, and for four years thereafter, Contractor shall
      provide each representative of the State or the CPUC or its contractor full
      access to all related financial records, including access to any personnel
      with knowledge of those records.

      7.5.2 Audit of Contractor's Operations

      The CPUC reserves the right at any time, whether announced or
      unannounced, to audit Contractor’s operations as they relate to the CPUC.

7.6   Resolution of Dispute

      If a dispute arises out of this contract and remains unresolved after
      negotiation between the CPUC and Contractor, the parties shall proceed to
      binding arbitration. Arbitration shall be conducted under the Commercial
      Arbitration Rules of the American Arbitration Association. The arbitration
      shall be final and binding and held in Sacramento County before an
      arbitrator who is acceptable to both parties. An arbitrator will be appointed
      if either party files a petition pursuant to California Code of Civil
      Procedure, Section 1281.6. The arbitrator’s decision shall be prepared in
      the proper form to be entered as a judgment in a court of competent
      jurisdiction in Sacramento County. The parties will share equally in the
      costs of arbitration. Each party will be responsible for its own attorney’s
      fees and costs. Notwithstanding any dispute, Contractor shall proceed
      diligently with performance of the contract.




                                        9
7.7   Notice of Delay

      Whenever it has knowledge that any situation could delay timely
      performance of work under this contract, Contractor shall immediately
      provide the CPUC’s Contract Manager written notice, including all relevant
      information.

8.    EXPIRATION OR TERMINATION OF CONTRACT

8.1   Expiration of Contract

      Absent early termination as provided in this subsection, the contract will
      expire at the end of its term and any applicable extension.

8.2   Termination for Default

      A.     The CPUC may, by written notice of default to Contractor, terminate
             the contract in whole or in part if
             1.     Contractor fails to deliver any material product within the
                    time specified in the contract or an extension;
             2.     Contractor fails to perform to an extent that endangers
                    performance of the contract;
             3.     Contractor fails to perform any material provision of the
                    contract;
             4.     Contractor fails to sustain a level of financial viability in its
                    overall operations such that the CPUC cannot be reasonably
                    certain of Contractor’s ability to comply with every
                    operational requirement of the contract;
             5.     A court of competent jurisdiction finds that Contractor or any
                    principle or assigned personnel has failed to adhere to any
                    law, ordinance, rule, regulation, or order that may reasonably
                    impugn Contractor’s business in such a way as to call into
                    question the security, integrity, or competence of Contractor
                    to serve the CPUC;
             6.     Contractor fails to communicate any material matter to the
                    CPUC, as required by the contract;
             7.     Contractor breaches the contract’s standard of confidentiality;




                                         10
     8.     Contractor engages in conduct that results in a materially
            negative public impression or creates the appearance of
            impropriety with respect to the CPUC, Contractor, or the
            State of California; or
     9.     Contractor knowingly, or acting with a reckless disregard of
            the truth, furnishes any material statement, representation,
            warranty, or certification to the CPUC which is false,
            deceptive, or incomplete.
B.   The CPUC may exercise its right to terminate the contract under this
     subsection if its Contract Manager notifies Contractor of the breach
     and Contractor does not cure the breach within the time specified. In
     that event, the CPUC will mitigate its damages and will have the
     right to obtain services and goods, on an interim basis, for the
     services and/or goods which Contractor agreed to provide. The
     CPUC may collect from Contractor the difference between the
     compensation stated in this contract and the actual cost to the CPUC
     of replacing services or goods. The CPUC may also collect actual
     costs, including administrative expenses, incurred to replace services
     and/or goods. The CPUC may collect any money it is due by
     offsetting the amount from any payment due Contractor or by
     perfecting and executing the security provided pursuant to any
     applicable section of the contract.

C.   If it terminates the contract for default, the CPUC may require
     Contractor to transfer title and deliver to the CPUC any 1) completed
     or partially completed goods or material and 2) right to any
     intellectual property that Contractor has produced or acquired for the
     contract, in addition to any other property in Contractor’s control in
     which the CPUC has an interest. Contractor shall protect and
     preserve property in its possession in which the CPUC has an
     interest.

D.   The CPUC will pay the price for completed goods or materials
     delivered and accepted. Contractor and the CPUC will agree on the
     amount of payment for goods, materials, and right to any intellectual
     property delivered and accepted by the CPUC, and for the protection
     and preservation of other property. Failure to agree will be a dispute
     subject to the section herein entitled Resolution of Dispute. The
     CPUC may withhold from any amount due Contractor any sum the
     CPUC determines is necessary to protect the CPUC against loss due
     to an outstanding lien or a claim of a lienholder.



                                11
      E.     The rights and remedies of the CPUC set forth in this subsection are
             in addition to any other right and remedy provided by law or under
             the contract.

8.3   Termination for Illegality

      The CPUC may terminate the contract in whole or in part and reduce
      Contractor’s compensation under the contract immediately upon its
      determination that an activity or operation supported by the contract is not
      lawful. Upon receipt of notice of termination or reduction based on
      illegality, Contractor shall immediately cease performance and mitigate
      damages. The amount of compensation will correspond to the cost and
      expected profit of the activity or operation terminated minus reasonable
      cost associated with the termination. Contractor shall submit within 90
      days of receipt of notice of termination or reduction pursuant to this
      subsection a proposal for reducing compensation.

8.4   Termination for Convenience

      The CPUC may terminate the contract for convenience upon written notice
      to the Contractor of not less than 30 days. Upon receipt of notice of
      termination, Contractor shall cease performance and mitigate damages.
      Contractor will be entitled to compensation upon submission of proper
      proof of claim for that portion of the contract that was satisfactorily
      rendered or provided before the effective date of termination. The CPUC
      may also compensate Contractor for expenses incurred as a result of
      binding commitments made in connection with Contractor’s performance
      of the contract. Contractor shall submit proof of such expense to the
      CPUC’s satisfaction.

8.5   Responsibility of the Parties on Termination and Transfer to New
      Contractor

      Upon termination or other expiration of this contract, each party will assist
      the other party in its orderly termination and transfer of all assets, tangible
      and intangible, related to the contract. Contractor shall continue to provide
      goods and services pursuant to the contract until migration to a new
      contract with a new contractor is complete. If the migration is required to
      continue beyond the term of this contract, Contractor agrees to extend the
      contract in accordance with the section herein entitled Extended Service for
      Change of Contractor.




                                        12
9.    MISCELLANEOUS

9.1   Change in Service

      A.     The CPUC’s Contract Manager may at any time, by written order,
             make a change to a service that is not otherwise specified in this
             contract if it is within the general scope of the contract.
      B.     If any such change causes an increase or decrease in the cost of, or
             the time required for, performance of any part of the work under the
             contract, the CPUC may adjust the price, the schedule, or both, and
             may amend the contract.
      C.     Contractor shall request any adjustment under this provision within
             30 days from receiving the written notice of change.
      D.     Nothing in this section excuses Contractor from proceeding with
             performance under the contract as changed.
9.2   Force Majeure

      Neither Contractor nor the CPUC will be liable for any delay in
      performance under the contract due to Force Majeure as determined by the
      CPUC, provided that Contractor uses reasonably diligent effort to avoid or
      otherwise minimize impact. Any such delay in performance will not
      constitute default or give rise to any liability for damages. The existence of
      a delay will extend the period for performance to the extent determined by
      the CPUC’s Contract Manager.

      For purposes of this contract, “Force Majeure” means an act of God or
      public enemy, earthquake, fire, flood, explosion, epidemic, quarantine,
      strike, embargo, or closure of all major access to a geographic area, action
      of the elements, governmental interference, rationing or any other cause
      which is beyond the control of the party affected and which, by the exercise
      of reasonable diligence, a party is unable to control.

9.3   Waiver of Contractual Provision

      No provision of this contract will be deemed waived and no breach excused
      unless consented in writing and signed by the signatory to this contract, or
      his or her successor, on behalf of the party against whom such waiver or
      consent is sought to be enforced. No consent by either party to a waiver or
      a breach by the other, whether express or implied, constitutes consent to,
      waiver of, or excuse for any other breach except as expressly provided in
      the written waiver or consent.


                                        13
9.4     Order of Precedence

        In the case of any inconsistency or ambiguity, the following documents
        shall be used to interpret the contract, in the order set forth:
        A.     First, the term of this contract;
        B.     Second, the CPUC’s RFP and any addenda thereto; and
        C.     Third, Contractor’s response to RFP and any clarification or
               amendment submitted in response to a request by the CPUC.
9.5     Notice in General
        Any notice, request, demand, consent, waiver, or other item required or
        permitted under this contract or applicable law shall be in writing and will
        be deemed duly given or made only (a) if personally served upon the party
        intended to receive it, in which case it is effective when delivered; (b) if
        sent by certified mail, return receipt requested, postage prepaid, addressed
        to the party at its address set forth below, in which case it is effective on
        receipt by any person residing at such address; or (c) is sent by FAX with a
        copy sent on the same date by first class mail, postage prepaid, addressed to
        the party at its address set forth below, in which case it is effective as of the
        date of mailing. A party may change its address for purposes of this
        contract only by giving written notice to the other party in the manner set
        forth herein.

CPUC                                               CONTRACTOR
Name:    Robert Smith
         CPUC
Address: 505 Van Ness Avenue
         San Francisco, CA 94102
Phone #: (415) 703-2482
Fax#:    (415) 703-5922


9.6     Severability

        If any provision of this contract is held illegal, invalid, or unenforceable
        under any applicable rule or law, every provision which can still be given
        effect shall be considered severable.

9.7     Execution of Copies

        An executed copy of this contract has the same force and effect as the
        original.


                                           14
9.8    Assignment

       Contractor shall not assign performance of or payment for the contract or
       any portion of the contract without the prior written consent of the CPUC.
       Any attempt by Contractor to make such assignment without the prior
       written consent of the CPUC shall be void and constitute a material breach
       of the contract.

9.10   Nondiscrimination

       During the performance of this contract, neither Contractor nor any
       subcontractor shall unlawfully discriminate, harass, or allow harassment
       against any employee or applicant for employment on the basis of race,
       religion, color, national origin, ancestry, physical disability, mental
       disability, medical condition, marital status, age, sexual orientation, or
       gender. Contractor and any subcontractor shall ensure that evaluation and
       treatment of their employees and applicants for employment are free of
       such discrimination and harassment. Contractor and any subcontractor
       shall comply with all provisions of federal law and with the California Fair
       Employment and Housing Act (Government Code, Section 12900 et seq.,
       as amended) and the applicable regulations promulgated thereunder
       (California Code of Regulations, Title 2, Section 7285 et seq., as amended).
       Violation of this paragraph is grounds to terminate this contract for breach,
       and any loss of revenue sustained by the CPUC by reason thereof shall be
       borne and paid for by Contractor.

       Contractor shall include these requirements in every subcontract to perform
       work under the contract. Contractor and any subcontractor shall give
       written notice of their obligations under the contract to any organization
       with which either has a contract. Contractor and subcontractor shall permit
       access to their records of employment by the State Department of Fair
       Employment and Housing or any other agency designated by the CPUC to
       investigate and to ascertain compliance with this section of the contract.

9.11   Subcontracting

       Contractor may enter into a subcontract under this contract if the
       subcontractor agrees to be bound to Contractor in the same manner as
       Contractor is bound to the CPUC. At least fifteen days prior to the
       execution of any subcontract, Contractor shall notify the CPUC of its
       intent, the work to be subcontracted, and the date of termination for the
       subcontract. The CPUC may approve or disapprove a subcontractor at any



                                         15
       time. If the estimated subcontracted amount is over $100,000, the CPUC’s
       Procedures for Competitive Bidding shall be followed.

       Nothing contained in a contract between Contractor and a subcontractor
       shall create any contractual relationship between the CPUC and the
       subcontractor. Contractor shall be fully responsible to the CPUC for any
       act or omission of any subcontractor and of any person either directly or
       indirectly employed by a subcontractor as it is for the acts and omissions of
       persons it employs.

       The obligation of Contractor to pay a subcontractor is independent from the
       CPUC's obligation to make payment to Contractor. As a result, the CPUC
       will have no obligation to pay or to secure payment of any money due any
       subcontractor.

9.12   Independent Contractor

       Contractor will be an independent contractor of the CPUC in the
       performance of the contract and will have the sole, absolute, and exclusive
       control of the manner and means of its performance under the terms of this
       contract, except as expressly set forth herein.

9.13   Joint Venture and Partnership – Joint and Several Liability

       Each participant in a joint venture or partnership is jointly and severally
       liable for the performance of the entire contract and the CPUC assumes no
       responsibility for the division of orders or purchases between or among
       those participants.

9.14   Cost of Travel

       Contractor will not be compensated by the CPUC for time of travel,
       mileage, meals, or any incidental expense.

9.15   Standards of Conduct

       Contractor shall be responsible for ensuring that its employees and agents
       maintain satisfactory standards of competency, conduct, appearance, and
       integrity, and shall be responsible for taking such disciplinary action with
       respect to its employees as may be necessary.




                                         16
9.16   Interpretation of Contract

       In the case of any discrepancy contained in Exhibit A, Scope of Services,
       Contractor shall immediately notify the CPUC’s Contract Manager for
       interpretation.

9.17   Workplace Free of Drugs

       Contractor shall certify compliance with the Government Code, Section
       8355, in any matter relating to a workplace free of drugs. Contractor shall

              a.     Publish a statement notifying employees that
                     unlawful manufacture, distribution,
                     dispensation, possession, or use of a controlled
                     substance is prohibited and specifying actions
                     to be taken against employees for violation, as
                     required by the Government Code, Section
                     8355(a).
              b.     Establish a Drug-Free Awareness Program, as
                     required by the Government Code, Section
                     8355(b), to inform employees about the
                     following matters:

                     (1)    The dangers of drugs in the workplace;
                     (2)    The company's policy of maintaining a
                            workplace free of drugs;
                     (3)    Available counseling or rehabilitation; and
                     (4)    Penalties that may be imposed on employees for
                            abusing drugs.
              c.     Provide, as required by the Government Code, Section
                     8355(c), that every employee who works on the
                     contract

                     (1)    receive a copy of the company's policy
                            prohibiting abuse of drugs and
                     (2)    agree to abide by the terms of the company's
                            statement as a condition of employment on the
                            contract.




                                         17
10.   NONEXCLUSIVE RIGHTS
      The CPUC does not grant any exclusive right to provide any service listed
      in Exhibit A, Scope of Services, during the period covered by this contract
      or any extension thereto. The CPUC reserves the right, during the
      contract’s term, to obtain any such service through another vendor. In
      exercising this right, the CPUC will determine whether to obtain these
      services through Contractor or through another vendor. The CPUC’s good
      faith exercise of this right will not constitute a breach of the contract.

11.   PAYMENT
      Contractor shall maintain a separate account in which will be held all
      money received as a result of activity on each account assigned by the
      CPUC. These funds shall not be withdrawn or transferred except for the
      purpose of complying with the contract. The name of the financial
      institution, branch, and account in which the CPUC’s funds are held in trust
      shall be provided to the CPUC along with notice of any change in the
      financial institution or account.

      Contractor shall remit to the CPUC one-hundred percent of all collection
      received, including interest, by issuing a check or money order made
      payable to the CPUC. Together with its remittance, Contractor shall
      provide a report summarizing all transactions on each assigned account.
      The report shall identify the account to which payment applies and shall be
      submitted in duplicate along with remittance to

                           California Public Utilities Commission
                           Attention: Fiscal Office
                           505 Van Ness Avenue
                           San Francisco, CA 94102.

      A check and a report shall be sent to the CPUC by the first and fifteenth of
      each month, or as close as practical to those dates. Contractor shall not
      charge the CPUC for any report or analysis. Contractor shall not charge
      interest or penalty on any account assigned by the CPUC except when
      instructed to do so by the CPUC. Any amount received by Contractor
      which is in excess of that which is due and payable represents an
      overpayment and shall be forwarded to the CPUC in full with an
      explanation that the amount is an overpayment. Contractor shall not be
      entitled to a fee on overpayment and shall not retain any portion of an
      overpayment. The CPUC will be responsible for crediting the amount of
      overpayment to the debtor.



                                        18
      Contractor shall be responsible for the loss of any funds collected while in
      its custody.

12.   EXCEPTION FROM PAYMENT BY THE CPUC

      A fee will not be paid on the full amount assigned when information
      provided by Contractor to the CPUC results in a reduction of the amount
      due. Nor shall Contractor shall receive any fee for any funds collected by
      the CPUC as a result of its exercising the right of offset granted by the
      California Government Code, Section 12419.5. Furthermore, Contractor
      shall not charge or be compensated for service rendered for any account for
      which no collection is made.

13.   RETURN OF ACCOUNT

      A.     The CPUC may recall any account regardless of whether it is in the
             process of collection. In such event, Contractor shall immediately
             stop all activity.
      B.     Upon written notice of thirty days, any account may be withdrawn,
             without charge, after ninety days from the date of assignment,
             provided the account is not then in the process of collection. An
             account is deemed to be in the process of collection if

             (1)    Within ninety days immediately preceding the demand for
                    withdrawal, a payment has been received by either the CPUC
                    or Contractor;
             (2)    Contractor has obtained a written promise of payment which
                    is legally enforceable;
             (3)    Suit filed on an account by Contractor is pending or has been
                    reduced to judgment;
             (4)    The account has been forwarded out of state for collection; or
             (5)    Payment is guaranteed by an ascertainable future event,
                    provided Contractor has diligently complied with every
                    requirement necessary to insure payment of the account upon
                    the happening of that event.
      C.     The account of a debtor who commences voluntary bankruptcy or
             has an involuntary bankruptcy commenced against it is subject to
             cancellation and reassignment to the CPUC. Contractor shall
             provide a report to the CPUC by the last day of each month of every
             account that is in bankruptcy. Contractor shall not file a proof of


                                        19
             claim or take other action in the bankruptcy until after thirty days
             following the reporting of the bankruptcy to the CPUC. In the event
             that Contractor believes that action to protect the interests of the
             Contractor or the CPUC must be taken prior to that time, Contractor
             shall contact the CPUC immediately for a determination of whether
             the claim will be reassigned. For bankruptcy, the CPUC may cancel
             the assignment or designate it as a case in which no further legal
             action be taken by Contractor. Upon reassignment of a case to the
             CPUC, Contractor shall not be entitled to any additional fee,
             commission, reimbursement, or payment from the CPUC.
      D.     If Contractor fails to render an accounting or make remittance to the
             CPUC within the time and in the manner provided in Section III,
             Paragraph E.5, Transmittal of Payment, the CPUC may withdraw the
             account and shall not be liable for payment of any commission,
             charge, fee, or cost relating to such account. Within fifteen days
             after receipt of written notice from the CPUC of such withdrawal,
             Contractor shall return the account. This subsection applies to each
             account assigned to Contractor for collection, whether or not it is in
             the process of collection, and notwithstanding any provision to the
             contrary in the contract.
      E.     Within thirty days of the withdrawal of an account, Contractor shall
             return to the CPUC every document and record to which the CPUC
             is legally entitled, along with a final report.
      F.     If the CPUC makes written demand upon Contractor to file suit on
             an account, and Contractor fails or refuses to file such suit at least
             thirty days before it becomes barred by statute of limitations, the
             CPUC shall have the right to immediate release and return of the
             account, without further demand or notice, and without charge,
             notwithstanding that the account may then be in the process of
             collection.
      G.     Within thirty days of expiration of the contract, Contractor shall
             return each account that is not in the process of collection, as defined
             above, accompanied by a final report for each account returned and
             an interim report for any account in the process of collection.

14.   DISPUTED ACCOUNT

      During collection of an account, Contractor shall forward to the CPUC any
      information and documentation which it believes indicates that the debtor
      does not owe the stated liability. The CPUC will verify the stated liability
      and notify Contractor of its finding. During this time, Contractor shall not


                                        20
      initiate further contact with the debtor. The CPUC will notify Contractor of
      its findings within ten days of receipt of notice of possible error.

15.   SETTLEMENT OF ACCOUNT

      Contractor shall have no authority to accept a compromise of the amount of
      an unpaid account without the advance written permission of the CPUC.
      Contractor shall reimburse the CPUC for any amount which becomes
      uncollectible or which is not paid to the CPUC because Contractor
      represented that a payment constitutes payment in full when in fact the
      account has not been paid in full.

16.   LITIGATION

      Contractor shall provide a written request to the CPUC for each account it
      deems necessary to refer to its attorney for litigation. This request shall
      include the CPUC’s ID, the account name, and an estimated date for filing.
      This request shall be delivered to the CPUC at least three weeks prior to
      that date.

      Upon receipt, the CPUC will have three weeks to approve the request,
      cancel the assignment, or determine that litigation will not then be pursued.
      The approval, cancellation, or determination shall be the prerogative of the
      CPUC, and no reason for the decision need be provided to Contractor or its
      attorney. In no event shall Contractor commence litigation without the
      express, written approval of the CPUC.

17.   INTEREST FOLLOWING JUDGMENT

      Contractor will be allowed to collect interest on the CPUC’s behalf. All
      such interest collected shall be remitted to the CPUC. Contractor will be
      paid a fee on the interest collected, but the amount of interest collected will
      not change the Contractor’s percentage.

18.   FREQUENCY OF EFFORT

      At the discretion of the CPUC, Contractor may be required to increase the
      frequency of its efforts pursuant to the specifications contained in Exhibit
      A, Scope of Services.




                                         21
19.   CONFIDENTIALITY

      Any financial, statistical, personal, technical, or other information relating
      to the CPUC’s operations which are made available to Contractor in
      carrying out this contract shall be protected by Contractor from
      unauthorized use or disclosure. If the methods and procedures employed
      by Contractor prove to be inadequate, the CPUC will specify the
      procedures to be followed. Contractor shall immediately notify the CPUC
      if a third party subpoenas or otherwise requests confidential information
      and shall not release such information without the CPUC’s approval.




                                         22
                              ATTACHMENT 1

                 PROPOSED CHARGE FOR SERVICES

Indicate here what you propose to charge for collection of each account receivable
in the amount listed below.


      A.     $5,000.00                                              $



      B.     $10,000.00                                             $



      C.     $20,000.00                                             $



      D.     $21,000.00                                             $



      E.     $30,000.00                                             $



      F.     $35,000.00                                             $



      G.     $40,000.00                                             $



      H.     $45,000.00                                             $



      I.     $200,000.00                                            $




                                        1
      J.     $1,000,000.00                                        $



      K.     $1,500,000.00                                        $



      L.     $1,750,000.00                                        $



      M.     $2,900,000.00                                        $



      N.     $7,000,000.00                                        $



      O.     $7,240,000.00                                        $



      P.     $9,700,000.00                                        $



             Total                                                $


I, __________________________, certify that I am authorized to sign this statement
       (type or print name)
and warrant that it is accurate and unconditional and constitutes an irrevocable
offer which the CPUC may accept or reject at any time up to one hundred and
eighty days from the date that response to this RFP is due.



__________________________________            _______________________
Signature of Authorized Representative              Date




                                       2
                              ATTACHMENT 2
                     STATISTICS ON COLLECTION

For each category listed below, provide the number of accounts and the total
dollars assigned to you during the year 2005 and the number of those accounts for
which some recovery has been made and the total dollars collected on them as of
December 31, 2007.


                                                     Number of                  Average
                   Number of     Total               Accounts for   Total       Age of
                   Accounts      Dollars             Which some     Dollars     Debt at
Category           Assigned      Assigned            Recovery       Collected   Time of
                                                     Made                       Collection

$100.00 to         _________     $_______            ________       $________   ______
$4,999.99
$5,000.00 to       _________     $_______            _________      $________   ______
$9,999.99
$10,000.00 to      _________     $_______            _________      $________   ______
$24,999.99
$25,000.00 and     _________     $_______            _________      $________   ______
over




________________________________             ________________________________
Signature of Authorized Representative       Date


_______________________________              ________________________________
Printed Name                                 Title




                                         1
                                                  ATTACHMENT 3

                                                  CERTIFICATION


           Completion of this document is required to certify compliance with this Request for Proposals
           (“RFP”) and the Small Business Procurement and Contract Act (“SBPCA”), Section 14835 et seq.
           of the Government Code, together with the pertinent regulations promulgated by the Office of
           Small Business & DVBE Certification (“OSDC”).

                   A. I have read and understand the RFP and I certify my company’s compliance with its
                      requirements.

                   B. I have read and understand the SBPCA and the pertinent regulations promulgated by
                      the OSDC and I certify my company’s compliance with them.

                   C. I have read and understand the goals of participation in the Disabled Veteran
                      Business Enterprise Program and I certify that my company has met those goals or
                      made an effort in good faith to meet them.

           My signature below authorizes verification of this certification.



1. Company                                                  2. Telephone                      2a. Fax
                                                                  (   )                            (    )
3. Address

Organizational type
4.    Sole proprietorship                              5.     Partnership                     6.       Corporation

7. Federal Identification No.                                             8. California Corporation No.
9. Applicable license and/or certification



10. Name (print)                                                          11. Title


12. Signature                                                             13. Date


14. Are you certified with the Department of General Services, Office of Small Business Certification and
    Resources, as a
    a. California Small Business? Yes        No         b. Disabled Veteran Business Enterprise? Yes                 No
       If yes, enter certification number:                 If yes, enter service code:


    NOTE: A copy of your certification is required if either item is checked “Yes.”




                                                              1
                              ATTACHMENT 4
                                 GUARANTY

Check Box A or B below, sign the guaranty as appropriate, and return it with your
bid.

      A.      Because it is not a subsidiary of any corporation, Bidder will
      guarantee performance under any contract resulting from this RFP with the
      full force and credit of all its assets.

      B.    Because it is a corporate subsidiary, Bidder will have this guaranty
      completed by its corporate parent.

      1.     The corporate parent ______________________________ (name)
             has the financial ability to support such guaranty.
      2.     The official signing of this guaranty is authorized to bind the
             corporate guarantor
      3.     The guarantor accepts unconditional responsibility for each
             requirement and obligation of the contract.
      4.     For good and valuable consideration, receipt of which is hereby
             acknowledged, the guarantor makes this guaranty.
      5.     The undersigned corporate officer warrants that he or she has
             personally reviewed each pertinent corporate document, including
             but not limited to articles of incorporation, bylaws and agreements
             between the parent and the subsidiary, and that nothing in any such
             document in any way limits the capacity of the parent to enter into
             the guaranty.
      6.     The CPUC need not take any action against Bidder, any guarantor,
             or any other person, firm, or corporation, or resort to any security
             held by it at any time before proceeding against guarantor and
             guarantor hereby waives any notice or demand which may be
             required to be given by any statute or rule of law and agrees that its
             liability hereunder shall be in no way affected, diminished, or
             released by any extension of time, forbearance, or waiver which may
             be granted Bidder, its successor, or assignee, and that this guaranty
             shall extend to and include any future amendment, modification, or
             extension of the contract and any future supplemental or other
             agreement with respect to any matter covered by the contract which
             the CPUC and Bidder may enter into, with or without notice to or
             knowledge of guarantor, but guarantor will have the benefit of any


                                         1
             such extension, forbearance, waiver, amendment, modification, or
             supplemental obligation.

             Guarantor agrees that the guaranty will continue in full force and
             effect despite any change in the legal or corporate status of the
             subsidiary, including but not limited to its sale, reorganization,
             dissolution, or bankruptcy.




I, ___________________________, certify that I am authorized to sign and bind
my company to this guaranty.


___________________________________ _____________________________
Signature of Authorized Representative                        Date


____________________________________
Printed Name of Authorized Representative

____________________________________
Name of Company




                                         2

								
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