HomeMy WebLinkAboutCooper Compliance Corporation 2013-07-03 !31�1 - 137
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AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES �
This Agreement, made and entered into this 3rd day of Julv, 2013 ("Effective Date"), by I
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Cooper I�
Compliance Corporation, a Corporation organized and in good standing under the laws of the '
state of California, hereinafter referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to NERC and WECC regulatory compliance
cansulting services.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
a City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto I
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A". Consultant represents that it has reviewed the Scope of
Work attached to the Agreement for Professional Consulting Services between the City
and Cooper Compliance Corporation dated June 14, 2012 and represents that
Attachment "B", hereto, includes, or exceeds the full scope of work described therein.
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within May 19, 2014. Consultant shall complete the work to the City's I
reasonable satisfaction; even if contract disputes arise or Consultant contends it is
entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Comqensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated in the amount of $30,996.00 spread
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amongst 12 equal payments, which shall include all direct and indirect costs and
, expenses of every kind of nature. Consultant shall complete the Scope of Work set forth
in the attached Attachment A for the compensation set forth herein.
4.2 Chanqes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
, compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed I
amount set forth in Section 4.1. �
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant.
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OFCONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose I
whatsoevec City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement �
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
, Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify I
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with I
I defending against any audit, claim, demand or law suit.
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Consultant warrants and represents that it is a properly licensed professional or 'i
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement. I
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely I�
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance I
Covera e shall be at least as broad as: I
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1. Insurance Services Office ("ISO) Commercial General Liability Coverage
' Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. I
3. Worker's Compensation Insurance as required by the Labor Code of the �
' State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultanYs
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance '
Consultant shall maintain limits no less than: ��i
� 1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations, I
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the I
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
I 2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage.
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3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation I
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Errors and Omissions liabilitv: $1,000,000 per occurrence. �,
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be dedared to and approved by i
the City. At the option of the City, either the insurer shall reduce or eliminate i
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions: �
1. General Liabilitv and Automobile Liabilitv Coveraqes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage I
shall contain no special limitations on the scope-of-protection i
afforded to the City, its officers, officials, employees or volunteers.
b. The ConsultanYs insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanYs insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers. I
d. The ConsultanYs insurance shall apply separately to each insured '
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Emplovers Liabilitv Coveraqe
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement. I
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3. Professional Liabilitv Coveraqe �,
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from a
one year period from the completion of the work performed under this
agreement
4. All Coveraqes
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the i
City.
E. Acceptabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F Verification of Coveraqe
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used;
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub- I�
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1. �
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the wiliful j
misconduct of Consultant in the performance of services under this contract by I
Consultant, but this indemnity does not apply to liability for damages for death or bodily �
', injury to persons, injury to property, or other loss, arising from the sole negligence, willful
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misconduct or defects in design by the City, or arising from the active negligence of the I
City. I
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, induding, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of ConsultanYs services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
72 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction. the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assipnment. ConsultanYs services are considered unique and personal. Consultant i
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
' contract shall be terminated as of that time. If terminated for lack of funds or
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abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services I
performed and expenses incurred as of the effective termination date. In such event. as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of ConsultanYs breach of contract.
7.9 Duolicate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.0 NOTICES I
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
paRies as follows:
CITY OF UKIAH COOPER COMPLIANCE CORP.
ELECTRIC UTILITY MARY JO COOPER
300 SEMINARY AVENUE 621 TORERO WAY
UKIAH, CALIFORNIA 95482-5400 EL DORADO HILLS, CA 95762
9.0 SIGNATURES I
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
COOPER COMPLIANCE CORP.
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CITY OF UKIAH
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BY: � � i��l��ic� ���� � � '
Jane Chambers Da e
CITY MANAGER
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CITY CLERK Date I
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�Compliance I
� www.coopercompliance.com 2201 Francisco Ur., Smte 140-230 I
EI Dorado Hi'IS, C.4 95762 j
9�!ti.f33.3963 i
July 31, 2013
Rcgxrding: Scope of Work associated with Assignment, Assumplion, and Consent Agreement
by and between GP Stratebies, Cooper Compliance Corp., and City of Ukiah.
fhe scope of work delined in the original agreement by and between CP Strategies and City of i
Ukiah for�1L:RC Compliance Administrative services shall be the same scope of work by and I
between Cooper Compliance Corp and City of Ukiah. The scope of work is as follows
To provide ongoing services and supPort including development and managing the City of Ukiah
SharePoint site for NF,RC Compliance tracking. Cooper Compliance Corp will support yow
compliance program by performing Ihe following tasks:
1. Enhance, modify, and support the Ukiah SharcYoint site for management of[he
compliance program by:
• Maintaining current list of applicablc standards and requirements.
• Documenting how Ukiah complics with thc standards and requuements in the
nssociatcd process
• Creating and maintaining association of standards and requirements witli related
procesaes Ibr reporting purposes`
• Developing compliance Yorms used to log Evidence of Compliancc to applicable
N�RC Requirements for client as a Load Sen�ing Entity (LSE)and Distribueion
Provider(DP)
• Assisting���ith uploading evidence to the Ukiah ShazePoint site
. Developing workflows ti�r reminders of compliance related deadlines
• Tracking outstanding tasks loggcd on the SharePoint site lor subject matter
experls or process owners
2. Maintain current NERC compliance related procedures. These procedures include, but I
aze not limited to: I
• Event Analysis(BES Disturbance, IIFLS Evcnt, Protection System Misoperation)
• Facility Additions and Viodifications i
• Model Data Submittals I
• NLRC Alert Response �
• Protection System Main[enance
• Risk Based Assessment Methodology
• Sabotage Recoenition and Repor[ing�
3. Provide training programs fi�r compliance relared procedures and processcs
• Instructor-Icd training
. UPiLEARN on-line compliance training
4. Suppori [he Ukiah Intemal Compliance Program (ICP) specitic to NERC and WECC
compliance standards and reyuirements by:
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• Preparing and submitting monthly s[atus reports to Ukiah
• Yroviding updates on current 1CP status to Ukiah Senior Management and Boazd
upon request
• Providing support for S[andards, Compliance Application Notices, regional
criterion de�elopment by either participation with development team or by
prociding comments and voting accurding to Ckiah direction
• Providing sununary notes &om compliance group mcetings and othcr industry
forums to client
• Developing communication materials to demonstrate a commitmenl w
compliance
• Coordinating the completion of thc annual risk assessmcnt I
• Performing annual intemal audit and present the report of findings I
• Ycrforming armual rcvicw and upduting Intemal Compliance Progrnm (ICP) '
documcnts i
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5. Monitor and Administrate the Compliance Program: i
• Pruvide reconnnendations Uased on the interpretation of NF.RC Standards and
Requiretnettts and the associated evidence
• Re�ie�v compliance materials and issue a report of recommendations for Self- I
Czrtitication to the Compliance Officcr
• Complete WECC data reporting utcluding but not limited to Self-CeRitication,
Spot Audits,Off-Site and On-Site Audit materials
• Review and monitor completion of mitigation plans fbr identified gaps,
noncompliance, ncN� Stanciards preparation, or relay Misoperations
• Assist with interfacing w'ith WECC, Nh'RC. and F F,RC on compliance related
issues
• Assist with interficing with PG&L, CAISO. NCPA, PBI and other entities to
gather NERC and Vb'L'•CC Compliance related evidence
• Assist with responding to NERC Alerts
. Yrovide annual On-Site training on the compliance program
. Provide up to 24 man-hours of Non-Compliance management assistance.
Requested assistuice in excess of the 24 man-hours will be billed at our time and
materiai rate of$I65/hc (Note lhis scrvice does nol include legal suppoR)
Although Cuoper�'ompliancc propused work provides coverage of all aspzcts of the Ukiah
NERC!WECC program, Ukiah will retain responsibility for certain functions and tasks. These
include but aze not limited to:
• Revicw and appro��al or the documented Intemal Compliance Program (ICP)
• Oversight and Ownership of the ICP
• Review and approval of all procedures
• Review and approval of al) forms
• Review. contment and approval of the amival Risk Assessment
• Revieu. comment and approval of prograzu controls
• Log data using approved forms. For example sabotage incidents, event driven outages, I
maintenance, control room entry logs. etc.
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�Cooper
Compliance
, viww coopzrcompliance mm 2201 Francisco Dr_Su¢e 140-23D
EI Gorado Hiils.CA 95762
916 933 3So3
• Provide data or studies as required by NGRC, W�CC or other entities. Por example loads
and resourcc forccast. historical usages,modeling of facilities, system studies, ete.
• Perform reliability related process. For example protec[ion system maintenance, relay
settings, submit timely data, report Misoperations, repm I BES Dishirbances, etc.
• Compliance with all Standards and Requirements I
• Attend compliance training
• Review, comment and approval of aIl audit materials I
• Review, comment and acceptance of status reports, intemal audit reports,mock audit
reports, self-certification preparation repori, ctc. I
• Provide detemunation on compliance and determination for self-reporting
1'hank you for your continucd use of Ms. Mary .lo Cooper, Presideni of Cooper Compliance
C:orp. to provide thc City of Ukiah NGRC Compliance Adnunistration Services.
Sinccrely,
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Mary Jo Cooper I
President �
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� Cooper Compliance Corp.
621 Torero Way
EI Dorado Hills, CA 95762
(916) 933-3963
micooqer@cooqercompliance.com
Project Costs i
Cooper Compliance Corporation proposes to perform the monthly service and support work associated
with this program through May 19, 2014, for the fixed price of 530,996.00. ,
Cooper Compliance Corporation proposes the following billing:
• 52,583 per month through May 19, 2014
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