HomeMy WebLinkAboutAgenda Report - June 6, 2012 C-12AGENDA ITEM C " I 2=0
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Terminate the Professional
Services Agreement with ZGlobal Engineering and Energy Solutions and Execute
a Professional Services Agreement with GP Strategies of Amherst, New York for
Compliance Services ($60,000)
MEETING DATE: June 6,2012
PREPARED BY: Electric Utility Director
RECOMMENDED ACTION: Adopt a resolution authorizingthe City Managerto terminate the
Professional Services Agreement with ZGlobal Engineering and
Energy Solutions and execute a Professional Services Agreement
with GP Strategies of Amherst, New York for Compliance Services in
an amount not to exceed $60,000.
BACKGROUND INFORMATION: On October 5, 2011 the City Council adopted Resolution No. 2011-
152 authorizing the City Manager to execute a two-year Professional
Services Agreement with ZGlobal Engineering and Energy Solutions
of Folsom for Compliance Services.
In April 2012 City staff was informed ZGlobal's key compliance employee, Mary Jo Cooper, was leaving
the firm. Ms. Cooper informed City staff she will be providing the same compliance services for GP
Strategies of Amherst, New York as the Director of Transmission Services in California. ZGlobal will
continue to provide this service, however to maintain continuity with the City's compliance program staff
recommends terminating the existing agreement with ZGlobal and executing a new agreement with GP
Strategies.
FISCAL IMPACT: No additional funding is required.
FUNDING: Included in FY2012/13 Budget Account Numbers 160601 and 160652.
Jor an Ayers
Deputy City Manager/Inter al Services Direc o
li abeth A. trkleiv
Electric Utility Director
PREPARED BY: Elizabeth Kirkley, Electric Utility Director
F-111=1011000
Konradt Bartlam, i y Manager
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on June 6, 2012, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY"), and GP Strategies Corporation
(hereinafter "CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for the formulation
of a partership in the management of the North American Electric Reliability Corporation
(NERC) and Western Electricity Coordinating Council (WECC) compliance program
(hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A.
CONTRACTOR acknowledges that it is qualified to provide such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
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counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetincs
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on June 6, 2012 and terminates upon
the completion of the Scope of Services or on June 30, 2014, whichever occurs first.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditina
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
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ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damaae
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees), arising out of performance of the services to be performed
under this Agreement, provided that any such claim, damage, loss, or expense is
caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor
employed directly by CONTRACTOR, anyone directly or indirectly employed by any of
them, or anyone for whose acts they may be liable, except those injuries or damages
arising out of the active negligence of the City of Lodi or its officers or agents.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
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Section 4.7 Successors and Asslans
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Electric Utility Director
To CONTRACTOR: GP Strategies Corporation
25 North Pointe Parkway
Amherst, New York 14228
Attn: Mary Jo Cooper
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONTRACTOR at least ten (10) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
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Upon termination, CONTRACTOR shall be entitled to payment as set forth in the
attached Exhibit B to the extent that the work has been performed. Upon termination,
CONTRACTOR shall immediately suspend all work on the Project and deliver any
documents or work in progress to CITY. However, CITY shall assume no liability for
costs, expenses or lost profits resulting from services not completed or for contracts
entered into by CONTRACTOR with third parties in reliance upon this Agreement.
Section 4.12 Confidentialitv
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law, Jurisdiction. Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
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Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Funding Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit apply to this contract. In the event of a conflict between the terms of this
contract or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
]N WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
CTI'Y OF LODt a municipal corporation
ATTEST:
RANDI JOHL KONRADT BARTLAM, City Manager
city d 3k
APPROVED AS TO FORM:
D. STEPHEN SCHWABAUER, City Attorney
JANICE D. MAGDICH, Deputy City Attorney
Attechnwnts:
Exhibit A — Scope of Services
Exhibit B — Fee Propose!
Exhibit C — insurance Requirements
Funding Source:! 8081.7323
(Business Unit& Account Pb.)
[KIT O11
CA" 01.2812
8
CONTRACTORGPStrategies Corp.
By.
Nam SPH NASAL
TItW&n1or Vice President, GP Strategies
•0•• • • P
:•:'
STRATEGIES'"
May 21, 2012
GP -L-113 8-12-013R4
Ms. Elizabeth Kirkley
Lodi Electric Utility Director
City of Lodi
1331 South Ham
Lodi, CA 95242
Via email:
Subject: Proposal to Provide Compliance Review Services for City of Lodi
Dear Ms. Kirkley:
On behalf of GP Strategies Corporation (GP Strategies), thank you for considering our
NERC/WECC compliance management services. We are pleased to submit this proposal to
assist City of Lodi Electric Utility Department (Lodi EUD) with identifying, responding to, and
tracking requirements associated with the North American Electric Reliability Corporation
(NERC) and Western Electricity Coordinating Council (WECC). We hope this letter provides
you with the information you need to begin working with GP Strategies' team. We welcome any
comments or suggestions you may have.
Service Overview
These services offered are to provide Lodi EUD NERC/WECC compliance administration
services that incorporate a customized Microsoft SharePoint platform for continuous tracking
and audit readiness. The services assist Lodi EUD stay abreast and respond to NERC and
WECC regulatory requirements, monitor process activities to ensure compliance completeness,
accuracy, and timeliness. We will manage and support other activities to prepare for self -
certifications, and audits, and report status of Lodi EUDs NERC/WECC compliance program to
the Lodi EUD executive team. The services offered are on-going as defined in the scope of
work.
Scope of Work
Our approach involves providing ongoing services and support including access to a branded and
individualized client site for compliance tracking. GP Strategies will support your compliance
program by performing the following tasks:
1. Enhance, modify, and support the Lodi EUD SharePoint. The SharePoint solution is used
to document the City's methodologies for complying with the standards and maintain
evidence. Customized reporting forms have been developed to track and manage
The information contained in this proposal is considered proprietary. It is furnished in confidence, with the
understanding that it will not, without the permission of GP Strategies Corporation, be used or disclosed for other
than evaluation purposes.
.GP
STRATEGIES -
Ms. Kirkley May 21, 2012
Page 2 of 6 GP -L -1138-12-013R4
ongoing operational processes required as part of the compliance program. Support of
the Lodi EUD SharePoint system to manage the compliance program includes:
■ Providing five (5) licenses to access the Lodi EUD SharePoint portal as maintained
by GP Strategies
■ Providing management of User Accounts at the direction of Lodi EUD Senior
Management
■ Maintaining current list of applicable standards and requirements
■ Maintaining the repository of GP Strategy and Lodi's assessment and
documentation on how Lodi EUD complies with the standards and requirements in
the associated process. These include but are not limited to:
o Sabotage recognition and reporting
o Risk based assessment of critical assets
o Bulk electric system disturbance identification and reporting
o Facility interconnection requirements
o Telecommunication and communication protocol
o Energy emergency alert response
o Capacity benefit margin
o Long and short-term actual and forecast load assessment including
demand side management products
o Maintenance, testing, and monitoring or BES protection equipment
o Under Frequency Load Shedding assessment and reporting
o Protection System Misoperations
o Relay settings documentation
o Uniform line identifiers
■ Creating and maintaining association of standards and requirements with related
processes for reporting purposes
■ Storing procedures prepared by GP Strategies and Lodi
■ Documenting and prioritizing risks
■ Monitoring controls
■ Developing compliance forms used to log Evidence of Compliance to applicable
NERC Requirements for client as a Load Serving Entity (LSE) and Distribution
Provider (DP)
■ Assisting with uploading evidence to the Lodi EUD SharePoint site
■ Developing workflows for reminders of compliance related deadlines
■ Tracking outstanding tasks logged on the SharePoint site for subject matter experts
or process owners
2. Perform an assessment of all FERC approved NERC and WECC regulatory Standards
compared to the City interconnection and Tariff agreements (NCPA, PG&E, and CAISO)
to determine and document the applicability of the requirements. We will document the
processes or methodologies, procedures, and equipment needed to comply with the
requirements. We will provide the following services:
■ A review of all existing materials for adequacy
■ Recommendations for improvement
■ Prepare procedures
■ Review evidence
GP
STRATEGIES -
Ms. Kirkley May 21, 2012
Page 3 of 6 GP -L -1138-12-013R4
■ Obtain and review secondary evidence with the assistance of the City, identify
where gaps exist and propose solutions to close gaps
3. Maintain current NERC compliance related procedures. These procedures include, but
are not limited to:
■ Event Analysis (BES Disturbance, UFLS Event, Protection System Misoperation)
■ Facility Additions and Modifications
■ Model Date Submittals
■ NERC Alert Response
■ Protection System Maintenance
■ Risk Based Assessment Methodology
■ Sabotage Recognition and Reporting
4. Provide training programs for compliance related procedures and processes
■ Instructor -led training
■ GPiLEARN on-line compliance training
5. Support the Lodi EUD Internal Compliance Program (ICP) specific to NERC and WECC
compliance standards and requirements by:
■ Prepare and submit quarterly status reports to Lodi EUD senior management that
includes the:
o Health of ICP
o Status of any potential non-compliance activity
o Status of mitigation plans for any non-compliance reports
o Status on activities required to prepare for compliance with all new
FERC approved standards
o Summary and status of requests for standards authorization, new criteria,
or rules that impact the City
■ Provide support for Standards, Compliance Application Notices, regional criterion
development by either participation with development team or by providing
comments and voting according to Lodi EUD direction
■ Provide summary notes from compliance group meetings and other industry forums
to client
■ Develop communication materials to demonstrate a commitment to compliance
■ Coordinate the completion of the annual risk assessment
■ Perform annual internal audit and present the report of findings
■ One month prior to the WECC self -certification due date for each Standard, we will
review compliance materials and issue a report of recommendations for Self -
Certification to the Compliance Officer. The evidence of the review will be logged
in preparation for a possible spot audit.
■ Complete WECC data reporting including but not limited to Self -Certification, Spot
Audits, Off -Site and On -Site Audit materials. The audit preparation includes
preparing all Reliability Standard Audit Worksheets (RSAWs) and evidence for
spot audits, table top audits and on -sight audits. The evidence will be clearly
identified in each document and electronically assemble in file folder structure for
each requirement and sub -requirement of each Standard. The file folder will be
provided to the process owner(s) for acceptance and senior management for
.GP
STRATEGIES -
Ms. Kirkley May 21, 2012
Page 4 of 6 GP -L -1138-12-013R4
certification. All auditor follow-up questions will be directed through GP Strategies
to assure immediate and timely response.
■ Review and monitor completion of mitigation plans for identified gaps, non-
compliance, new Standards preparation, or relay Misoperations
■ Assist with interfacing with WECC, NERC, and FERC on compliance related
issues
■ Assist with interfacing with PG&E, CAISO, NCPA, FBI and other entities to gather
NERC and WECC Compliance related evidence
■ Assist with responding to NERC Alerts and NERC investigation requests.
■ Provide up to 24 man-hours of Non -Compliance management assistance.
Requested assistance in excess of the 24 man-hours will be billed at our time and
material rate of $165/hr. (Note this service does not include legal support)
6. Perform annual review and update Internal Compliance Program (ICP) documents. The
documents include but are not limited
■ A description of the City's compliance management structure.
■ A description of the process for reporting and investigating potential violations.
■ A description of the City's mechanisms that allow for anonymity or confidentiality,
whereby the City's employees and agents may report or seek guidance regarding
potential or actual violations without fear of retaliation.
■ Overview awareness training to the City's governing authority, directors,
management, and individual(s) who have been delegated with day-to-day
operational responsibility for compliance to requirements.
■ A description of the City's program that prevents and detects violations including:
o Training programs
o Processes
o Procedures
o Controls
o Self -audits
■ The City's incentives for its employees or agents to perform in accordance with the
compliance program
■ The City's disciplinary measures for employees or agents engaging in violations
and for failing to take reasonable steps to prevent or detect violations
■ Annual internal audit schedule for applicable regulatory standards
■ A description of City's process for self -certifying compliance to regulatory
standards
Lodi Responsibilities
Although GP Strategies proposed work provides coverage of all aspects of the Lodi EUD
NERC/WECC program, Lodi EUD will retain responsibility for certain functions and tasks.
These include but are not limited to:
■ Review and approval of the documented Internal Compliance Program (ICP)
■ Oversight and Ownership of the ICP
■ Review and approval of all procedures
■ Review and approval of all forms
.GP
STRATEGIES -
Ms. Kirkley May 21, 2012
Page 5 of 6 GP -L -1138-12-013R4
■ Review, comment and approval of the annual Risk Assessment
■ Review, comment and approval of program controls
■ Log data using approved forms. For example sabotage incidents, event driven
outages, maintenance, control room entry logs, etc.
■ Provide data or studies as required by NERC, WECC or other entities. For example
loads and resource forecast, historical usages, modeling of facilities, system studies,
etc.
■ Perform reliability related process. For example protection system maintenance,
relay settings, submit timely data, report Misoperations, report BES Disturbances,
etc.
■ Compliance with all Standards and Requirements
■ Attend compliance training
■ Review, comment and approval of all audit materials
■ Review, comment and acceptance of status reports, internal audit reports, mock
audit reports, self -certification preparation report, etc.
■ Provide determination on compliance and determination for self -reporting
Project Costs
GP Strategies proposes to perform the monthly service and support work associated with this
program from June 06, 2012 through June 30, 2014, for the fixed price of $54,577.
GP Strategies proposes the following billing milestones:
• June 06, 2012 — October 31, 2012 $1,100 per month
• November 01, 2012 — June 30, 2014 $2,583 per month
In addition to the labor outlined above, any travel expenses requested by Lodi EUD of distances
beyond 200 miles from City of Lodi will be billed at cost, plus a 15% administrative fee. GP
Strategies anticipates 5 onsite visits per year. GP Strategies will request official approval for
increase in project funding prior to incurring travel costs. GP Strategies will bill Lodi EUD
monthly for any travel and living costs incurred.
Lodi EUD Purchase Order should reference this proposal number (GP -L-1138-12-013), and be
forwarded to:
Ms. Helen Kelly
General Physics Corporation
6095 Marshalee Drive, Suite 300
Elkridge, MD 21075
Fax: 410-540-5304
Email: hkelly(rc,gpstrategies.com
Our billing terms are net 30 days, and this proposal will be valid through June 30, 2012.
.GP
STRATEGIES -
Ms. Kirkley May 21, 2012
Page 6 of 6 GP -L -1138-12-013R4
Summary
GP Strategies is uniquely qualified to provide this service to Lodi EUD. Mary Jo Cooper, our
Director of NERC Compliance Services, has 5 years of experience working with clients just like
Lodi EUD in support of their federal and regional regulatory standards and requirements. GP
Strategies can provide Lodi EUD with the tools, knowledge and skills necessary to respond to
the regulatory requirements applicable to your unique organization.
Thank you for the interest in GP Strategies NERC/WECC compliance administration services.
We will follow up with you to ensure this proposal meets your needs and answer any questions
you may have. In the meantime, please feel free to contact me at 916-833-3369 or
micooper(cb sgp trategies.com if you have any immediate questions.
Sincerely,
Mary Jo Cooper
Director, T&D Services
Energy Services
MJC/hk
cc B Neff (GP Strategies)
M Brown (GP Strategies)
W Green (GP Strategies)
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on June 18, 2012, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY), and GP Strategies Corporation
(hereinafter "CONTRACTOR).
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for the formulation
of a partership in the management of the North American Electric Reliability Corporation
(NERC) and Western Electricity Coordinating Council (WECC) compliance program
(hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A.
CONTRACTOR acknowledges that it is qualified to provide such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencementand Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsiblefor delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
1
counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTORs
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTORs project staff
priorto any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY underthis Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The term of this Agreement commences on June 18, 2012 and terminates upon
the completion of the Scope of Services or on June 30, 2014, whichever occurs first.
2
ARTICLE 3
COMPENSATION
Section 3.1 Comaensation
CONTRACTORs compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or
as otherwise agreed, providing, without limitation, details as to amount of hours,
individual performing said work, hourly rate, and indicating to what aspect of the Scope
of Services said work is attributable. CONTRACTOR's compensation for all work under
this Agreement shall not exceed the amount of the Fee Proposal.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditin
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement.- Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
3
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuantto the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees), arising out of performance of the services to be performed
under this Agreement, provided that any such claim, damage, loss, or expense is
caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor
employed directly by CONTRACTOR, anyone directly or indirectly employed by any of
them, or anyone for whose acts they may be liable, except those injuries or damages
arising out of the active negligence of the City of Lodi or its officers or agents.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section t.6 Insurance Reauirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
4
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Electric Utility Director
To CONTRACTOR: GP Strategies Corporation
25 North Pointe Parkway
Amherst, New York 14228
Attn: Mary Jo Cooper
Section 4.9 Cooperation cf CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee cf CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishmentthereof.
Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving
CONTRACTOR at least ten (10) days written notice. Where phases are anticipated
within the Scope of Services, at which an intermediate decision is required concerning
whether to proceed further, CITY may terminate at the conclusion of any such phase.
5
Upon termination, CONTRACTOR shall be entitled to payment as set forth in the
attached Exhibit B to the extent that the work has been performed. Upon termination,
CONTRACTOR shall immediately suspend all work on the Project and deliver any
documents or work in progress to CITY. However, CITY shall assume no liability for
costs, expenses or lost profits resulting from services not completed or for contracts
entered into by CONTRACTOR with third parties in reliance upon this Agreement.
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law, Jurisdiction, Severabilitv, and Attornev's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 Citv Business License Reauirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
6
c 1 1 16 1 in r c and Modification
This a t the entire ,t ig of CITY and
:( TRA( as to tt mattei contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract i Prevail
exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached iibits, the terms of this Agreement shall pre
Section 4.18 Severability
The invalidity in whole or in part f any of this A in f not c J
or affect the Jit of any other provision of tt m t.
4. Ownership of cit
►ll ducum a nts, r tographs, rts, E audits computer media, or other
aria) do ne Dr data and working 1 11 or not in final form which
I been obtained or I under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, R shall allow CITY to inspect all such
documents during CON? regular business hours. Upon termination or
completion of services under this i all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar i
Y agrees to inden defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose ther than the
purpose for which they were inter
Section I A
TI i! I represent and i varra it it E t they are iorized 1 the
parties c . . this lent.
Secti< r 4. i 'ederal ransit Fundina Conditions
If th box : t left is iecked, tr deral Transit Funding conditions attached as
Exhibit I to this contract. In the event of a conflict t, the terms of ft
contract or any of it other exhibits and the Federal Transit Funding Conditions; the
FederalTi Funding liti will control.
7
IN WITNESS VYHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date that above written.
ATTEST.
RANDIJOHL
City awk
APPROVED AS TO FORM:
D. STEPHEN SCHWABAUER, CityAttomey
JANICE D. MAGDICH, Deputy City Mommy
Attachments:
Exhlbtt fA — 800pe of Swviase
End bit 8 — Fee Proposal
Exhibit C — irauMme Requiremerns
Funding Swrow
(Busbim Unit S Account Db.)
El
CITY CF LODI, a municipal corporation
KONRADT BARTLAM, City WrMW
CONTRACTOR:OP Strategies Corp.
BY "o &.I ILle, -
Nam S PH NASAL
Title n.or Vice President, GP Strategies
•.•� ® s
®�
STRATEGIES"
June 5,2012
GP -L-113 8-12-013R5
Ms. Elizabeth Kirkley
Lodi Electric Utility Director
City of Lodi
1331 South Ham
Lodi, CA 95242
Via email:
Subject: Proposal to Provide Compliance Review Services for City of Lodi
Dear Ms. Kirkley:
On behalf of GP Strategies Corporation (GP Strategies), thank you for considering our
NERC/WECC compliance management services. We are pleased to submit this proposal to
assist City of Lodi Electric Utility Department (Lodi EUD) with identifying, responding to, and
tracking requirements associated with the North American Electric Reliability Corporation
(NERC) and Western Electricity Coordinating Council (WECC). We hope this letter provides
you with the information you need to begin working with GP Strategies' team. We welcome any
comments or suggestions you may have.
Service Overview
These services offered are to provide Lodi EUD NERC/WECC compliance administration
services that incorporate a customized Microsoft SharePoint platform for continuous tracking
and audit readiness. The services assist Lodi EUD stay abreast and respond to NERC and
WECC regulatory requirements, monitor process activities to ensure compliance completeness,
accuracy, and timeliness. We will manage and support other activities to prepare for self -
certifications, and audits, and report status of Lodi EUDs NERC/WECC compliance program to
the Lodi EUD executive team. The services offered are on-going as defined in the scope of
work.
Scope of Work
Our approach involves providing ongoing services and support including access to a branded and
individualized client site for compliance tracking. GP Strategies will support your compliance
program by performing the following tasks:
1. Enhance, modify, and support the Lodi EUD Sharepoint. The SharePoint solution is used
to document the City's methodologies for complying with the standards and maintain
evidence. Customized reporting forms have been developed to track and manage
The information contained in this proposal is considered proprietary. It is furnished in confidence, with the
understanding that it will not, without the permission of GP Strategies Corporation, be used or disclosed for other
than evaluation purposes.
GP
STRATEGIES -
Ms. Kirkley .Tune 5,2012
Pa, -e2 cf 6 GP -L -1138-12-013R5
ongoing operational processes required as part of the compliance program. Support of
the Lodi EUD SharePoint system to manage the compliance program includes:
o Providing five (5) licenses to access the Lodi EUD SharePoint portal as maintained
by GP Strategies
o Providing management of User Accounts at the direction of Lodi EUD Senior
Management
o Maintaining current list of applicable standards and requirements
■ Maintaining the repository of GP Strategy and Lodi's assessment and
documentation on how Lodi EUD complies with the standards and requirements in
the associated process. These include but are not limited to:
o Sabotage recognition and reporting
o Risk based assessment of critical assets
o Bulk electric system disturbance identification and reporting
o Facility interconnection requirements
o Telecommunication and communication protocol
o Energy emergency alert response
o Capacity benefit margin
o Long and short-term actual and forecast load assessment including
demand side management products
o Maintenance, testing, and monitoring or BES protection equipment
o Under Frequency Load Shedding assessment and reporting
o Protection System Misoperations
o Relay settings documentation
o Uniform line identifiers
■ Creating and maintaining association of standards and requirements with related
processes for reporting purposes
■ Storing procedures prepared by GP Strategies and Lodi
■ Documenting and prioritizing risks
■ Monitoring controls
■ Developing compliance forms used to log Evidence of Compliance to applicable
NERC Requirements for client as a Load Serving Entity (LSE) and Distribution
Provider (DP)
Assisting with uploading evidence to the Lodi EUD SharePoint site
Developing workflows for reminders of compliance related deadlines
■ Tracking outstanding tasks logged on the SharePoint site for subject matter experts
or process owners
2. Perform an assessment of all FERC approved NERC and WECC regulatory Standards
compared to the City interconnection and Tariff agreements (NCPA, PG&E, and CAISO)
to determine and document the applicability of the requirements. We will document the
processes or methodologies, procedures, and equipment needed to comply with the
requirements. We will provide the following services:
■ A review of all existing materials for adequacy
■ Recommendations for improvement
■ Prepare procedures
0 Review evidence
?•• STRATEGIES -
Ms. Kirkley June 5,2012
Page 3 of 6 GP-L-1138-12-013RS
Obtain and review secondary evidence with the assistance of the City, identify
where gaps exist and propose solutions to close gaps
3. Maintain current NERC compliance related procedures. These procedures include, but
are not limited to:
■ Event Analysis (BES Disturbance, UFLS Event, Protection System Misoperation)
• Facility Additions and Modifications
o Model Date Submittals
■ NERC Alert Response
o Protection System Maintenance
Risk Based Assessment Methodology
Sabotage Recognition and Reporting
4. Provide training programs for compliance related procedures and processes
■ Instructor-ledtraining
• GPiLEARN on-line compliance training
5. Support the Lodi EUD Internal Compliance Program (ICP) specific to NERC and WECC
compliance standards and requirements by:
■ Prepare and submit quarterly status reports to Lodi EUD senior management that
includes the:
o Health of ICP
o Status of any potential non-compliance activity
o Status of mitigation plans for any non-compliance reports
o Status on activities required to prepare for compliance with all new
FERC approved standards
o Summary and status of requests for standards authorization, new criteria,
or rules that impact the City
■ Provide support for Standards, Compliance Application Notices, regional criterion
development by either participation with development team or by providing
comments and voting according to Lodi EUD direction
■ Provide summary notes from compliance group meetings and other industry forums
to client
■ Develop communication materials to demonstrate a commitment to compliance
■ Coordinate the completion of the annual risk assessment
■ Perform annual internal audit and present the report of findings
■ One month prior to the WECC self -certification due date for each Standard, we will
review compliance materials and issue a report of recommendations for Self -
Certification to the Compliance Officer. The evidence of the review will be logged
in preparation for a possible spot audit.
■ Complete WECC data reporting including but not limited to Self -Certification, Spot
Audits, Off -Site and On -Site Audit materials. The audit preparation includes
preparing all Reliability Standard Audit Worksheets (RSAWs) and evidence for
spot audits, table top audits and on -sight audits. The evidence will be clearly
identified in each document and electronically assemble in file folder structure for
each requirement and sub -requirement of each Standard. The file folder will be
provided to the process owner(s) for acceptance and senior management for
,G P
STRATEGIES"
Ms. Kirkley June 5,2012
Page 4 of 6 GP-L-1138-12-013RS
certification. All auditor follow-up questions will be directed through GP Strategies
to assure immediate and timely response.
■ Review and monitor completion of mitigation plans for identified gaps, non-
compliance, new Standards preparation, or relay Misoperations
■ Assist with interfacing with WECC, NERC, and FERC on compliance related
issues
■ Assist with interfacing with PG&E, CAISO, NCPA, FBI and other entities to gather
NERC and WECC Compliance related evidence
Assist with responding to NERC Alerts and NERC investigation requests.
Provide up to 24 man-hours of Non -Compliance management assistance.
Requested assistance in excess of the 24 man-hours will be billed at our time and
material rate of $165/hr. (Note this service does not include legal support)
6. Perform annual review and update Internal Compliance Program (ICP) documents. The
documents include but are not limited
■ A description of the City's compliance management structure.
■ A description of the process for reporting and investigating potential violations.
■ A description of the City's mechanisms that allow for anonymity or confidentiality,
whereby the City's employees and agents may report or seek guidance regarding
potential or actual violations without fear of retaliation.
Overview awareness training to the City's governing authority, directors,
management, and individual(s) who have been delegated with day-to-day
operational responsibility for compliance to requirements.
■ A description of the City's program that prevents and detects violations including:
o Training programs
o Processes
o Procedures
o Controls
o Self -audits
■ The City's incentives for its employees or agents to perform in accordance with the
compliance program
■ The City's disciplinary measures for employees or agents engaging in violations
and for failing to take reasonable steps to prevent or detect violations
■ Annual internal audit schedule for applicable regulatory standards
■ A description of City's process for self -certifying compliance to regulatory
standards
Lodi Responsibilities
Although GP Strategies proposed work provides coverage of all aspects of the Lodi EUD
NERC/WECC program, Lodi EUD will retain responsibility for certain functions and tasks.
These include but are not limited to:
■ Review and approval of the documented Internal Compliance Program (ICP)
■ Oversight and Ownership of the ICP
■ Review and approval of all procedures
■ Review and approval of all forms
GP
STRATEGIES -
Ms. Kirkley .Tune 5,2012
Page 5 of 6 GP -L -1138-12-013R5
o Review, comment and approval of the annual Risk Assessment
■ Review, comment and approval of program controls
o Log data using approved forms. For example sabotage incidents, event driven
outages, maintenance, control room entry logs, etc.
■ Provide data or studies as required by NERC, WECC or other entities. For example
loads and resource forecast, historical usages, modeling of facilities, system studies,
etc.
■ Perform reliability related process. For example protection system maintenance,
relay settings, submit timely data, report Misoperations, report BES Disturbances,
etc.
■ Compliance with all Standards and Requirements
• Attend compliance training
■ Review, comment and approval of all audit materials
■ Review, comment and acceptance of status reports, internal audit reports, mock
audit reports, self-certificationpreparation report, etc.
■ Provide determination on compliance and determination for self -reporting
Project Costs
GP Strategies proposes to perform the monthly service and support work associated with this
program from June 18,2012 through June 30,2014, for the fixed price of $54,577.
GP Strategiesproposes the following billing milestones:
June 18,2012 —October 31,2012 $1,100 per month
November 01,2012 —June 30,2014 $2,583 per month
In addition to the labor outlined above, any travel expenses requested by Lodi EUD of distances
beyond 200 miles from City of Lodi will be billed at cost, plus a 15% administrative fee. GP
Strategies anticipates 5 onsite visits per year. GP Strategies will request official approval for
increase in project funding prior to incurring travel costs. GP Strategies will bill Lodi EUD
monthly for any travel and living costs incurred.
Lodi EUD Purchase Order should reference this proposal number (GP -L-1138-12-013), and be
forwardedto:
Ms. Helen Kelly
General Physics Corporation
6095 Marshalee Drive, Suite 300
Elkridge, MD 21075
Fax: 410-540-5304
Email: hkellyOIRnstratepies.com
Our billing terms are net 30 days, and this proposal will be valid through June 30,2012.
,GP
STRATEGIES -
Ms. Kirkley June 5,2012
Page 6 cf 6 GP -L I138 -12-013R5
Summary
GP Strategies is uniquely qualified to provide this service to Lodi EUD. Mary Jo Cooper, our
Director of NERC Compliance Services, has 5 years of experience working with clients just like
Lodi EUD in support of their federal and regional regulatory standards and requirements. GP
Strategies can provide Lodi EUD with the tools, knowledge and skills necessary to respond to
the regulatory requirements applicable to your unique organization.
Thank you for the interest in GP Strategies NERC/WECC compliance administration services.
We will follow up with you to ensure this proposal meets your needs and answer any questions
you may have. In the meantime, please feel free to contact me at 916-833-3369 or
micooper e„mstrateaies.comif you have any immediate questions.
Sincerely,
Mary Jo Cooper
Director, T&D Services
Energy Services
MJC/hk
cc B Neff (GP Strategies)
M Brown (GP Strategies)
W Green (GP Strategies)
RESOLUTION NO. 2012-79
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO TERMINATE PROFESSIONAL SERVICES AGREEMENT
WITH Z -GLOBAL ENGINEERING AND ENERGY SOLUTIONS, OF FOLSOM, AND
EXECUTE PROFESSIONAL SERVICES AGREEMENT WITH GP STRATEGIES,
OF AMHERST, NEW YORK, FOR COMPLIANCE SERVICES
WHEREAS, on October 5, 2012, the City Council adopted Resolution No. 2012-152
authorizing the City Manager to execute a two-year Professional Services Agreement with ZGlobal
Engineering and Energy Solutions, of Folsom, for compliance services; and
WHEREAS, in April 2012, City staff was informedZGlobal's key compliance employee, Mary
Jo Cooper, was leaving the firm; and
WHEREAS, Ms. Cooper informed City staff she will be providing the same compliance
services for GP Strategies, of Amherst, New York, as the Director of Transmission Services in
California; and
WHEREAS, ZGlobal will continue to providethis service; however, to maintain continuity with
the City's compliance program, staff recommends terminating the existing agreement with ZGlobal
and executing a new agreement with GP Strategies; and
WHEREAS, no additional funding is required and is included in FY2012/13 Budget Account
Numbers 160601 and 160652.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize
the City Manager to terminate Professional Services Agreement with Z -Global Engineering and
Energy Solutions, of Folsom, and execute Professional Services Agreement with GP Strategies, of
Amherst, New York, for compliance services in an amount not to exceed $60,000 with Administration
by the Electric Utility Director; and
BE IF FURTHER RESOLVED that the City may exercise an option to extend this contract
one additional year on 30 days written notice prior to this contract's expiration, on the same terms
and conditions set forth herein. Ifthe City exercises this option, Contractor may increase its fee by
an amount not to exceed six percent.
Dated: June 6, 2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
I hereby certify that Resolution No. 2012-79 was passed and adopted by the City Council of
the City of Lodi in a regular meeting held June 6,2012,by the following vote:
AYES: COUNCIL MEMBERS— Hansen, Johnson, Katzakian, Nakanishi, and
Mayor Mounce
NOES: COUNCIL MEMBERS— None
ABSENT: COUNCIL MEMBERS—Naas
ABSTAIN: COUNCIL MEMBERS—None
R&M
City Clerk
2012-79