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HomeMy WebLinkAboutCooper Compliance Corporation 2014-08-20 COU 1415-110 AGREEMENTFOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 20�" day of Au ust, 2014 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Cooper 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 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. c. 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 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 2, 2014 and represents that Attachment "B", hereto, inciudes, 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 Comoletion. 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 August 19, 2017. 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. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated in the amount of $32,000.00 per year, Sld—PmfSvcsAgreemenP November 20,2008 PAGE I OF/ 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 Chanpes. 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 Payment. 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 Consu�tant, 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 Indeoendent 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 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 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 defending against any audit, claim, demand or law suit. Sid-ProfSvcsAgreemrnc-November]o,?008 P4GE 2 OE] 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 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. 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. 2. Automobile Liabilitv: $'�,000,000 combined single limit per accident for bodily injury and property damage. Std—PmfSvcsAB�eement-November 20.2ooe PAGE 3 OF l 3. Worker's Comqensation and Emqlovers Liability: 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 Liability 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 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 Compensation and Emplovers Liabilitv Coveracae 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. S�d-ProtSvcsAgreemrn�-November 20,2008 PAGE40F) 3. Professional Liabilitv Coverage 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 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 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 CeRificates 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 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 Scd-ProlSvcsAgrcemcnv-November 2q 2008 PAGESOF� misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein inciudes 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 shail 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 Aareement. 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 Assictnment. 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 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 Std-PmfSvuAgreemcnb November?0,2008 PAGEbOF) 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 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 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: 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 IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: COOPER COMPLIANCE CORP. BY: - ,�.� //� �_��� �1 R Id�i N �T� �1 PRINT NAME: ��! � ���,O�f D�� "a3� I 9�5 IRS IDN Number CITY OF UKIAH BY: �z. -Z-- / Jane Chambers Date CITY MANAGER ATTEST �rc��ne ��%��i� �'/��/��r CITY CLERK Date $td-ProfSvcsAgr<ement Novembar 20,2008 PAGEIOF] '/'�Cooper ��/ Compliance Atta�n�ent °°A°° www coopercompliance.com 2201 Francisco Dr.,Suite 140-230 EI Dorado Hills,CA 95762 916.933.3963 July 2, 2014 Regarding: Scope of professional services work for City of Ukiah Cooper Compliance Corp. shall provide the following scope of work to the City of Ukiah. 1. Enhance, modify, and support the Ukiah Audit-Ready SharePoint site for management oF all compliance programs for the City of Ukiah. a. The compliance programs include but are not limited to: i. North American Electric Reliability (NERC) and associated Western Electricity Coordinating Council (WECC) Reliability Standards ii. California Public Utility Commission(CPUC) General Order(GO) 174 iii. EIA 860, 861, 923 b. Maintain a current list of applicable standards and requirements. c. Docwnent how Ukiah complies with the requirements. d. Develop and maintain compliance forms used to log evidence of compliance to applicable requirements. e. Develop and maintain workflows for reminders of compliance-related deadlines. £ Track outstanding tasks logged on SharePoint site for subject matter experts or process owners. 2. Maintain current compliance-related procedures. These procedures include, but are not limited to: a. Event Analysis b. Facility Additions and Modifications c. Model Data Submittals d. NERC Alert Response e. Protection System Maintenance £ Cyber Security Controls 3. Provide recommendations based on the interpretation of NERC Standards and Requirements and associated evidence. 4. Review compliance materials and issue a report of recommendations for Self- Certification to the Compliance Officer. 5. Complete WECC data reporting. 6. Prepare all audit materials and support Ukiah through all audits. 7. Support the City of Ukiah Internal Compliance Program (ICP) specific to NERC and WECC compliance standards and requirements. 8. Monitor and administrate the compliance programs. 9. Assist Ukiah to setup the City of Ukiah SharePoint site for maintaining other important documentation. 10. Provide training programs for a. Compliance-related procedures and processes b. Use of the City's SharePoint compliance web site Cost of Service The cost of service shall not exceed $32,000 per year. The price includes a fixed rate of$2,583 per month plus travel and associated living expenses estimated to be no more than$1,000 per year. Sincerely, Mary Jo Cooper President, Cooper Compliance Corp.