HomeMy WebLinkAboutGP Strategies 2012-06-25 � o��s��
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AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 25th day of June , 2012 '
("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as
"City" and GP Strategies, a corporation, organized and in good standing under the laws of the
I state of Delaware hereinafter referred to as "ConsultanY'.
RECITALS
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This Agreement is predicated on the following facts: i
a. City requires consulting services related to NERC and WECC regulatory compliance
consulting 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
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
I 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 Z Global Engineering and Energy Services, LLP, dated March 10, 2011, and
represents that Attachment "A," 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 by May 19, 2014. Consultant shall complete the work to the City's
reasonable satisfaction, even if contract disputes arise or Consultant contends it is
entitled to further compensation.
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4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this '
A reement Consultant shall be com ensated in the amount of 59 409.00 s read
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amongst 24 equal payments, which shall include all direct and indirect costs and
expenses of every kind or nature. Consultant shall complete the Scope of Work set forth
in 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 I
parties anticipated on the date they entered this Agreement. i
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
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 OF CONSULTANT
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
whatsoever. 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 pubiic and all governmental agencies regulating
such activity shall be so informed. I
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 indemnffy
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
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benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
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.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
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 I
from or in connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
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:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the '
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.
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2. Automobile Liabilitv: $1,000,000 combined single limit per accident for I
bodily injury and property damage.
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation
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 declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
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 pertormed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned, I
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
shall contain no special limitations on the scope-of-protection
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.
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 Comqensation and Emplovers Liabilitv Coverape
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The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement. i
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 Coverapes
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
City.
E. Acceqtabilitv 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 Coverape
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-
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
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arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
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
misconduct or defects in design by the City, or arising from the active negligence of the
City.
"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, including, 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.
7.2 Governinp 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 Assiqnment. ConsultanYs services are considered unique and personal. Consultant
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
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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
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
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 Duplicate Oripinals. 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
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
parties as follows: i
CITY OF UKIAH GP STRATEGIES
ELECTRIC UTILITY MS. HELEN KELLY
300 SEMINARY AVENUE 6095 MARSHALEE DR., SUITE 300
UKIAH, CAL 95482-5400 ELKRIDGE, MD 21075
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: �
GP STRATEGIE � /
BY: � - � "�� June 29, 2012
Date
PRINT ME: Joseph R. Nasal, P.E. 52-0845774
IRS IDN Number
CITY OF UKIAH � �
BY: � Z � ����:�✓G✓ 7 �s �L
CI,T MANAGER Date
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I June 14, 2012
GP-L-ll38-12-014 Rev 2
Mr. Mcl Grandi
Geueral Manager �
City of Ukiah �
300 Seminary Avenue
Ukial�,CA 95482 �i
Via ein�il: �
SuUject: Proposa] to Provide Compliance Review Se�vices for City of Ul<ialt I
Dear Mr. Grandi:
On behalf of GP Stratcgies Corporation (GP Stratcgies), Uiank you for consideiing our
NERGWGCC compliance management se�vices. We are pleased to suUmit lhis proposa] to
assiet lhe City of Ukia6 Electric Utility Department (Ukiah) with identifying, responding to, and �
trackiilg i�quirements associated witl� die Norfh American Electric Reli2bility Corporation
(N�1tC) and Westein E1ecU'icity Coordinating Couticil (WECC). We hopc dtis Ictter provides
you with tl�e iufonnation you ueed to Uegin working with GP Strategies' te�m. We welcoine any
com�nenfs or suggestions you ruay h�ve. �`
Scrvicc Ovcrvicw
These services offered are to provide Ukiah NERClWECC compliance administralion services
that incotporate a customized Microsoft SharePoint plltfonn for continuous Iracking and audit
readiness. 'Che services assist Uki�h stay aUreast and respond to NERC and WECC regulatory
requircmcnts, moniCor process nctivities to ensure compliance complcteness, accuracy, anct
timeliness. We will manage and support other activities to prepare for self-certifications, and
audils, and report stahis of UI<inh's VERClWECC compliemce progr�m to Ihe Ukiah executive
team. The services offered are on-going as defined in die scope of worl<.
Scope of Worl<
Our approach involves providing ongoiug services and support including access to a Uranded and
individualized client site for compliance tracking. GP Strategics will support your compliance
progrtuu by performing lhe Pollowing tasks:
1. E�il�ance, modify, aud support the UI<inh ShnrePoint site for m<inagement of tlic
compli.mcc program by:
• Maintaining current list of applicable standards and requirements
The infornmtion contained in this proposnl is considered proprietary.
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• Docun�enting how Ukiali complies with the standards and requirements in the I
associa[ed process I
• Creating and maintaining association of st�mdards end requirements with related 'i
processes for reporting purposes
• Developing coinpliance forms used to log Evidence of Complia��ce to applicablc '
NERC Requirements for client as a Load Serving Enlity (LSE) and Distribuliou
Provider(DP)
• Assis[witli uploading evidence to the Ukiah SharePoint site ii
• Developing workflows for reminders of compliance related deadlines I
• Tr�cking outstanding tasl<s logged on the SharePoint site for suUject mafter experts
or process owners I
2. Maintain current NERC compliance relatcd procedures. These procedures include, but
are nof limited to:
• Evcnt Analysis (BES Disturbance, UFLS Evenl, Protection Sysfem Misoperation)
• Facility Additimis and Modifications �
• Model Dute Submittals �
• NERC Alert Response
• Protection System Maintenance
• Risl<Based Assessmenl Melliodology
• Sabotage Recoguition nnd Reporting
3. Provide training programs Ca compliance related proccdures ai�d processes
• Inshuctor-led tr'aiuing
� GPiLEARN on-line compliauce haining
4, Support tl�e UKIAH Intemal Cou7pliance Program (ICP) speciYic to NERC and WECC
compliance standards and requirements by:
• Prepnrc��nd submit monthly stahts reporls lo Ukiah �
• Provide updates on current ICP sta[us to Ukiah Senior Managenzent and Board
uponrequest
• Providc support for Standards, Compli�ncc Application Noticcs, regional critcrion
developmeut by eitl�er parCicipation witli development te�m or by providing
co�mnents and voting according to Ukiah direction
• Provide summary notes from compliance group meetings and olher indushy forums
to client
�� • Develop commmiication materials to demonsfrate a conmiitment to compliance
• Coordinitc the completion of the a�mual risk assessment
• Perform annua] interual audit and present die report of findings
• Perfoim lmival revicw��id update Internal Compliance Progr�m (ICP) documents
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5. Monitor and Administrate the Contpliance Program:
• Provide recommendations Uased on the inte�pretation of' NERC Stand�rds and
Requiremei�ts and the associated evidence
• Revicw compliance matcn�ls and issue a report of recoum�end2tions for Sclf-
Certification to the Compliance OfPicer I
� Complete WECC data reporfing including Uut not limiCed fo Self-Certification, Spot
Audits, Off-Site and On-Site Audit materials
• Review and monitor completion oF mitigation plans for identified gaps, non-
compliauce,new Standards preparation, or relay Misoperafions
� Assist with interfacing with WECC, NCRC, and P�RC on compliance related '
1SSLIL'S
• Assist with interfacing witU PG&E, CAISO, NCPA, FBI and odicr entities to gather
NERC and WECC Compliance related evidence I
• Assist with responding to NERC Alerts
• Provide aunual On-Site training on the compliance program
• Provide up to 24 m�n-hours of Non-Compliance menagement assistance.
Requested assistance in excess of the 24 man-hours will be billed at ow� timc �nd
material rate of$165/hr. (Note this seivice does not include legal suppo�t)
Although GP Strategies pinposed work provides coverage of all aspects of the U]<iah
N�,RGWECC program, Ukiah will retain responsibility for certain fimctions and tasks. These
include Uut are not ]imited to:
• Review and approval of the documented Internal Cmnpliance Program (ICP)
• Oversight and Ownership of the ICP
• Review and lpproval oF all procedures
• Review and approval of all forms
• Review,comment and approval of thc annull Risk Assessmen[
• Review, comment and approval of program controls
• Log datn using approved fomis. For exnmple sabotage inciclents, event driven
outnges, n�nintenance, control room entry logs, etc. I
• Provide data or shidies as required by NERC, WECC or other entities. For examplc
loads and resource forecast, historical usages, modeling of facilities, sys[em shidies,
etc.
• Perfonn reliability related process. For example protection systcm maintenance, '
relly settings, submit timely data, report Misoperations, report BES Disturbances, �il
etc.
• Compliance with all Stand2rds and Requirements
• Attend compliance tr�ining
• Review,comment and approval o£all audit materials
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• Review, coutment and accept�nce of status reporf5, inlernnl audit rcports, tnocl<
audit reporfs, self-certiffcation prcpurution report, etc.
• Provide detcimination on compliance and determinafion for self-reporti�ig
Yraject Costs
GP Strategies proposes [o perfomi the uion[hly service and supporl work associuled widi tl�is !
progr�m from June 20, 2012 tl�rougli May 19, 2014,for the f xed price of$59,409. �
GP Strategies piroposes tl�e following billing inilestones: ��
• June 20,2012—May 19,2014 $2,583 per monfli �
In addition to the laUor outlined aUove, �ny travel expenses requested by Ukiah of' dist�nces I
beyond 200 miles will be billed at cost,plus � 15% administrative fee. GP Strategies enticipates ii
5 onsite visits per year. GP Strategies will request official approval for incre�se in project
funding prior to incurring trave] costs. GP Stratcgies will bill Ukiali montlily for any travel and
]iviug costs incurred.
Ukinit Yurchasc Order should reference tliis proposa] number (GP-I,-1138-12-014), �ncl be
forwlyded to:
Ms. Helen Kelly I
General Physics Co�poration '
6095 Marshalee Drive, Suite 300 I
Elluidge,MD 21075
P'ax: 410-540-5304 I
Email: hkelly�gpstrateeies.coru
Our billing tenus are net 30 days, and this proposal will be valid Uirough June 30, 2012.
Summary �
GP Strategies is uniquely qualified to provide this service to Ul<iah. Mary Jo Cooper, our
Dircctor of NERC Compliancc Scrviccs, ltas 5 years of experience working with clients just lil<e
Ukiah in support of tUeir federal and regional regulatory standards and requirements. GP
Strategies can provide Ukiah with the tools, knowledge and skills necessary to respond to the
regulztory requirements applicnble to your wiique organization. � �
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Thank you for the interest in GP Strategies NERC/WECC compliance admiuishation services•.
We will f'ollow up with you to ensure this proposal meets your needs and answer �ny qucs[ions !
you may have. In the meantime, please fcel free to contact me nf 916-833-3369 or
micoonernepstrategies.com if you hnve auy immediate questions.
Sincerely,
Mary Jo Cooper I
Director,T&D Scrviccs �
Energy Services I
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