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HomeMy WebLinkAboutAgenda Report - April 17, 2013 C-21AGENDA ITEM COT t ta CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute Consent to Assignment of Professional Services Agreement with Cooper Compliance Corporation, Inc. of EI Dorado Hills MEETING DATE: April 17, 2013 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a consent to assignment of professional services agreement with Cooper Compliance Corporation, Inc. of EI Dorado Hills. BACKGROUND INFORMATION: On June 6, 2012 the City Council adopted Resolution No. 2012-79 authorizing the City Manager to execute a Professional Services Agreement with GP Strategies Corporation for compliance services as required by the North American Electric Reliability Corporation. In March 2013, the Department was notified by GP Strategies Corporation that the staff performing this work would be forming a separate company to provide compliance services. Both GP Strategies Corporation and Cooper Compliance Corporation, Inc. have agreed to this Consent to Assignment. FISCAL IMPACT: No additional funding is required. FUNDING: Included in FY2012/13 Budget Account Number 160601. C_4412e.,�:VAA& IN, --U Jordan Ayers Deputy City Manager/Internal Se c,,, -es it or. Eli beth A.it ley Electric Utility Director PREPARED BY: Elizabeth Kirkley, Electric Utility Director Konradt Bartlam, City Manager Consent to Assignment Cooper Compliance Corporation, Inc. Professional Services Agreement THIS CONSENT TO ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT, is made and entered this day of , 2013, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and Cooper Compliance Corporation, Inc. (hereinafter "CONSULTANT"). WITNESSETH: 1. WHEREAS, G.P. Strategies, Inc., and CITY entered into a Professional Services Agreement (Agreement) on June 18, 2012, as set forth in Exhibit 1 (attached). 2. WHEREAS, G.P Strategies wishes to assign the Agreement to Cooper Compliance Corporation, Inc.; and 3. WHEREAS, CITY consents to said assignment; NOW, THEREFORE, the City provides approval to GP Strategies to assign and agrees to and Cooper Compliance Corporation, Inc. accepts the assignment of the Agreement set forth in Exhibit 1. The insurance requirements shall be revised to match those set forth in Exhibit 2. All other terms remain as set forth in the Agreement as set forth in Exhibit 1. IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Amendment No. 1 on , 2013. CITY OF LODI, a municipal corporation Cooper Compliance Corporation, Inc. Hereinabove called "CITY' Hereinabove called "CONSULTANT" KONDRADT BARTLAM City Manager Attest: RANDIJOHL City Clerk APPROVED AS TO FORM: D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney By: MARY JO COOPER President G.P. Strategies Corporation JOSEPH NASAL Senior Vice President, GP Strategies EXHIBIT I 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 Scone 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 Tlme 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 i 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 U 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 Meetinas 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 noted 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 j into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Tenn i 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 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 i fumish 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. 41 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 Damaste 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 I 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. 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 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 spec 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. 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 Confidentlality 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. 6 Section 4.16 Intearation 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 Fundina 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. 7 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST• RA DI J City Clerk CITY OF LODI, a municipal corporation APPROVED AS TO FORM: CONTRACTOR:GP Strategies Corp. D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney Attachments: Exhibit A - Scope of Services Exhibit S - Fee Proposal Exhibit C - Insurance Requirements Funding Soume:160601.7323 (Business Unit & Account No.) Doc ID: C&MV 01.2012 8 By: d-Acd,-a4z Nam . SEPH NASAL Tdi enior Vice President, GP Strategies •.•• • • P ;::•s' STRATEGIES'" June 5, 2012 GP -L -1138-12-013R5 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 ;'+•g• STRATEGIES - Ms. gk*ky June S, 2012 Page 2 of GP-L-1138-12-013RS 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 -G .i.p ?�• STRATEGIES - Ms Kirkley June S, 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 ■ 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 S. 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 A*.GP s; :•r- STRATEGIES - Ms. Mirkky June 3, 2012 Page 4 of 6 GP-1413812-013RS 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 Nsoperations ■ 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 ' STRATEGIES" Ms. )Urkky June S, 2012 Page S of GP-L413812-013RS ■ 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 18, 2012 through June 30, 2014, for the fixed price of $54,577. GP Strategies proposes 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 forwarded to: Ms. Helen Kelly General Physics Corporation 6095 Marshalee Drive, Suite 300 Elkridge, MD 21075 Fax: 410-540-5304 Email: hkelly@gpstrategies.com s.com Our billing terms are net 30 days, and this proposal will be valid through June 30, 2012. OP :4t• STRATEGIES - Ms. Mrkky June S, 2012 AW 6 0f6 GP -L -113812-013R5 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 mjcooper@gpstrate 'ei s.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) i EXHIBIT C NOTE: Contrardor agrees and s**des that airy Mourence coverage provided to the OV of Lodi Shall PMVM9 for a clalrms Period f w tn9 terminallon of coverage wtdch to at least oorrelsio t with ire cialme period or s of on11alons found in the CWffw* Tort Claims Act (Cdbmla Governmerd Coda Secdo n 810 et ssq. NOTE: (1) The street address of the Cr Y OF LOM must be shown Wong vitt (a) and (b) above: 221 West Pure Street, Lodl. California, 952414910; (2) The insurance oertiflca ls, mu# stale, on its face or as an moment, a demon of the ,that it Is Insuring. A copy of the owffic ob of Insurance with the following endorsements shall be furnished to the C11y: (a) Additional Named Insured Endmoment Such Insurance as is afforded by this policy shall also apply to the Chy of Lodi, ft eMoted and appointed Boards, ComffdsWVs, OMoers, Apo, Employees, and Volunteers as addMonal named Ihaureco. (This erxlorsemerd shall be on a form furnished to to CRy and shall be included wkh Contraci,oh's prJAciea.) (b) Such I eumnoe as Is afforded by the endorsement for the Additional Insureds elmll apply as primary insurance. Any other Insuranoe maintained by the C11y of Lodi or fie ollicers and employees shall be exam only and not conhlbull ng WO the insurance alfa M by this endorsement (c) Severablilty of interest Clause The term'Insurecr Is used severally and not collet tvelr, but the inclusion therein of more than one insured shall not operate to increase the WO of the comps ri ft 1abWW. (cl) This poky may not be canceled nor the cove reduced by the company wit W So days' prior written noft of such canon or reduction in omwa pe to the Risk Ma neW, Cky of Lodi, 221 W. PIre St,, Lodi, CA 9040. The Cornreotor shag utas out and mainntain during; the we of itis contras+ Wwkeft � Compensation Itsuranoe for all of Qorwac es employees employed at the 9119 of the project and ff any work is t subK Contractor shall require the suboorWaotor Anilaq to provkf9 Worker's Comperreaw I s re nce for all of the tatter's employees unless such employees are oovered by the protection atbmftd by to Contraotcr. in case any mss of ampbyeas end In huardouas work under this ooniraot at the sits of the project Is not probated under the WwWs Compensadon Statute, the Corrtrador shalt provide and shall Cause each 9htho *vMr th FvAde Insutsrroe for the probcdon of said employees. This policy, may not be oanceted nor the ooverage rackncsd by the company wftut 80 days' prior wtMen rwtiae of sudh cancellation or reduction in oovarapie to the Fick Manailer, Oky of Lodi, 221 W. Pine 811., Lodi, CA 95240. � NOME: No oordraat a gmmeM will be alted nor WIN SM work begin on a projecti until tie proper Insurance owMWads Is received by the My. CERTIFICATE OF LIABILITY INSURANCE Page 1 of a 05/22/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les)must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endoreerrtent(s). PRODUCER fNWillis of Maryland, Inc. PHME c/o 26 Century Bivd+hL - E)M: 877-945-7378 F'� 888-467-2378 P. O. Bou 305191 certificatese@willis.com ���'®� Nashville, TN 3723 5 �i INSURER AFFORDINGCOVEAAGE MAIC# INSURERA:Great Northern InsuranCe COMPOUY 20303-100 INSURED G, strategies Corporation MAY 2 9 2U1Z INSURERB:Liberty Insurance Underwriters Inc 19917-200 6095 Harshales Drive.' INSURER C. Vigilant Insurance CcslpaAy 20397-100 Suite 300 OF LO® INSURERD: Lloyd's, Underwriters at, London, 15792-200 Elkridge, ND 21075@CITY PUBLIC WORKS DEPARTMI KURERE: INSURER F. COVERAGES CERTIFICATE NUMBER: 17917977 REVISION NUMBER: Bee Remarks THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCESUB its elected and appointed Boards POLICYNUMBER POLICY EFF POLICY EXP LIMBS A GENERAL LIABILITY Y. 35914035 4/4/2012 4/4/2013 EACH OCCURRENCE $ 1,000,000 DAMA][ PREMI ETORENTED $ 11000,000 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR MED EXP (Any one ) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OPAGG $XnOlUdad GENLAGGREGATE LIMIT APPLIES PER: 17 POLICY RO Loc $ A AUTOMOBILE LIABILITY Y 73556608 4/4/2012 4/4/2013 FO -M ent $ 1,000,000 BODILY INJURY(Per pe—) $ R ANYAUTO SOS OWNED SCHEDULED AUTOS X HIREDAUTOS X NON -OWNED AUTOS BODILY INJURY(Per aoddent) $ -FFMPMTr707M0E (Per accident) $ g R UMBRELLALIAB X OCCUR UNBRIY1988744 4/4/2012 4/4/2013 EACH OCCURRENCE $ 15,000,003,— 5 000 000EXCESS AGGREGATE $ 13,000,000 EXCESSLIAR CLAIMS -MADE DED I X RETENTION$ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERADSCUTIVE OFFICER/MEMBER EXCLUDED? tdAafndstorvinNFD NSA 71741258 4/4/2012 4/4/2013 R EL. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.LDISEASE -POLICY LIMIT $ 1,000,000 ODESCdRI�PTIOOeNuOnFFOrPERATIONSbelow D Professional BOBOI13374FIl 10/27/20124/4/2013 $5,000,000 Each Claim Limit Liability $5,000,000 Aggregate Limit DESCRIPTION OFOPERATIONS/LOCATIONS/ VEHICLES (A#adr Acord 101, Addkml Remado Sdxsdub, It more space Is ►eWmd) THIS VOIDS AND REPLACES PREVIOUSLY ISSUZZ) CERTIFICATE DATED: 5/22/2012 WITH ID: 17917937 Project: NERC Regulatory Compliance. The General Liability policy includes a Severability of Interest Clause. City of Lodi', its elected and appointed Boards, Commissions, Officers, Agents, Employees, and lVolunteers are included an Additional insureds an 3MM22=s to General Li ilit-V and Auto Liabilit-y. CERTIFICATE HOLDER CANCELLATION Coll:3739849 Tpl:1429506 Cert:17917977 ®1988-RO10 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Lodi ACCORDANCE WITH THE POLICY PROVISIONS. its elected and appointed Boards AUTHORIZED REPRESENTATIVE Commissions, officers, Agents, Employees and Volunteers 221 crest Pine street Lodi, CA 95241-1910 Coll:3739849 Tpl:1429506 Cert:17917977 ®1988-RO10 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 076155 LOC#: ADDITIONAL REMARKS SCHEDULE Page 2 of -L-- AGENCY NANEDINSURED GP Strategies Corporation Willis of Maryland, Inc. 6095 Marshalee Drive Suite 300 Elkridge, MD 21075 POUCYNWBER see First Page CARRIER NAIC CODE i EFFECTIVE DATE: See First Page See First page XDDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE General Liability and Auto Liability policies shall be Primary and Non -Contributory to any other insurance in force for or which.may be purchased by Addition la Insured. ACORD 101(2008/01) Coll s 3739849 Tpl s 1429506 Cert z 17917977 02008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURER CANCELLATION TERMS NAMED INSURED GP Strategies Corporation POLICY NO. 35914035, 73556608, 71741258, UMBNY1988744 EFFECTIVE DATE SEE PAGE 1 Holder Name: City of Lodi Project: NERC Regulatory Compliance Cancellation Terms: Should any of the above described policies be cancelled before the expiration date thereof, the insurer will send 30 days notice of cancellation to the Certificate Holder, but failure to do so shall impose no obligation or Ilabllity of any kind upon the Insurer, Its agents or representatives. Cancellation Terms Apply to the Following Coverages: General Liability, Auto Liability, Umbrella Liability and Workers Compensation. Willis 101 EXHIBIT 2 Insurance Requirements for Consultant The Consultant shall takeout and maintain during the life of this contract, insurance coverage as listed below. These insurance policies shall protect the Consultant and any subcontractor performing work covered by this contract from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Consultant's operations under this contract, whether such operations be by Consultant or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIABILITY $1,000,000 Ea. Occurrence $2,000,000 Aggregate COMPREHENSIVE AUTOMOBILE LIABILITY Proof of coverage with limits not less than $1,000,000 combined single limit PROFESSIONAL ERRORS AND OMISSIONS Not less than $3,000,000 per Claim. NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oject that it is insuring. A copy of the certificate of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed Boards, Commissions, Officers, Agents, Employees, and Volunteers as additional named insureds. (This endorsement shall be on a form furnished to the City and shall be included with Contractor's policies.) (b) Primary Insurance Endorsement Such insurance as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement. (c) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (d) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. A Waiver of Subrogation is required for Workers' Compensation insurance. NOTE: No contract agreement will be signed nor will any work begin on a project until the proper insurance certificate is received by the City. RESOLUTION NO. 2013-61 A RESOLUTION OF THE LODI CITY COUNCIL APPROVING CONSENT TO ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT WITH COOPER COMPLIANCE CORPORATION, INC., OF EL DORADO HILLS, AND AUTHORIZING EXECUTION BY THE CITY MANAGER WHEREAS, GP Strategies, Inc. of Amherst, New York, and the City of Lodi (City) entered into a Professional Services Agreement (Agreement) on June 18, 2012, as set forth in Exhibit 1 (attached); and WHEREAS, GP Strategies wishes to assign the Agreement to Cooper Compliance Corporation, Inc. of EI Dorado Hills; and WHEREAS, the City consents to said assignment; and WHEREAS, the City provides approval to GP Strategies to assign and agrees to and Cooper Compliance Corporation, Inc. accepts the assignment of the Agreement set forth in Exhibit 1, and all other terms remain as set forth in the Agreement as set forth in Exhibit 1. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the Consent to Assignment of Professional Services Agreement with Cooper Compliance Corporation, Inc., of EI Dorado Hills, as attached hereto and made a part of this Resolution and authorizing execution by the City Manager with administration by the Electric Utility Director. Dated: April 17, 2013 I hereby certify that Resolution No. 2013-61 was passed and adopted by the City Council of the City of Lodi in a regular meeting held April 17, 2013, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Johnson, and Katzakian NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce and Mayor Nakanishi ABSTAIN: COUNCIL MEMBERS — None aJOHL City Clerk 2013-61 Consent to Assignment Cooper Compliance Corporation, Inc. Professional Services Agreement THIS CONSENT TO ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT, is made and entered this day of , 2013, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Cooper Compliance Corporation, Inc. (hereinafter "CONSULTANT"). WITNESSETH: WHEREAS, G.P. Strategies, Inc., and CITY entered into a Professional Services Agreement (Agreement) on June 18, 2012, as set forth in Exhibit 1 (attached). 2. WHEREAS, G.P Strategies wishes to assign the Agreement to Cooper Compliance Corporation, Inc.; and 3. WHEREAS, CITY consents to said assignment; NOW, THEREFORE, the City provides approval to GP Strategies to assign and agrees to and Cooper Compliance Corporation, Inc. accepts the assignment of the Agreement set forth in Exhibit 1. The insurance requirements shall be revised to match those set forth in Exhibit 2. All other terms remain as set forth in the Agreement as set forth in Exhibit 1. IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Amendment No. 1 on , 2013. CITY OF LODI, a municipal corporation Hereinabove called "CITY" KONDRADT BARTLAM City Manager Attest: RANDI JOHL City Clerk APPROVED AS TO FORM: D. STEPHEN SCHWABAUER, City Attorney JANICE D. MAGDICH, Deputy City Attorney By: Cooper Compliance Corporation, Inc. Hereinabove called "CONSULTANT" MARY JO COOPER President G.P. Strategies Corporation JOSEPH NASAL Senior Vice President, GP Strategies EXHIBIT I 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 if is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scooe 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 Sedion 2.8, 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 1 counted against CONTRACTOWs 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 Meetinas CONTRACTOR shalt 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 fife 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 2.6 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. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOWs 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 Pavment 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 ostsThe 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 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to fumish 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 pursuant to 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 maybe 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 4.6 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. 4 I Section 4.7 Successors and Assigns -CITY and CONTRACTOR each bind themselves, their partners, successors, f assigns, and legal representatives to this Agreement without the written consent of the i 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 i 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 4.1:0 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.. 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, SeyeraWIRY, 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 a interpretation or intent hereunder. 6 Section 4.16 Intearation and Mod[ ication 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 temis 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 Fundina 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 7 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST• ;Z� DI J City Clerk CITY OF LODI, a municipal corporation APPROVED AS TO FORM: CONTRACTOR:GP Strategies Corp. D. STEPHEN SCHWABAUER, City Attomey JANICE D. MAGDICH, Deputy City Attorney Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — insurance Requirements Funding Source:160601.7323 (Business Unit & Account No.) Ckmv0=012 8 By: Nam . SEPH NASAL Titt enior Vice President, GP Strategies ..:...GP STRATEGIES- June TRATEGIES" June 5, 2012 GP -L -1138-12-013R5 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 NEW 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 BUD 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 oris 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. H CP : STRATEGIES- ifs. Aftley jum5,2012 Page 2 of6 GP-Ir113&1?r0l3RS 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 L�� June S, 2013 Poe3 Off GP-IrIX3812-0Y3RS ■ 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 tap 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 - M& grkley June S, 2012 Page4o6 GP-Ir113&M-OURS 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 N isoperations ■ 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 :.OP .• STRATEGIES" A& r s, 2012 Pae s Of% GRL1138-12-013R5 ■ Review, comment and approval of the arcual 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 18, 2012 through June 30, 2014, for the fixed price of $54,577. GP Strategies proposes 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 forwarded to: Ms. Helen Kelly 4eneral Physics Corporation 6095 Marshalee Drive, Suite 300 Effaidge, MD 21075 Fax: 410-540-5304 Email: hkelly@a gpstrate ism Our billing terms are net 30 days, and this proposal will be valid through June 30, 2012. ••?Ft' STRATEGIES- June S, 2012 M& Aftley Page 6 of6 GP�1138-12-013BS 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 BUD 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 Mj2ggRM@gRs"wdU.com wdU.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) EXHIBIT C The shell we out and maw durkp the 9fe of Ude OW69% i k�eut8rroe coverage as lied bdOw. These kmnmB P sW the Contnedw acrd sriOonOracW pedom*v wotk owered by tido carMaot ham dabs for damapsm f& P k*lry, t ihie eareta0t, wep as horn delves for property dsma8es, whtdr may sties harp � oPeCOMM by of such Operafimw be by Contractor or by any m bwrdraoW or by wpm dim* ► them, and the am urd of such kwuranos marl be as follows: t. sa .ene,.,eMNe GENERAL LORM 2 $1,000,000 Ea. Oocunerrce $1,000,000 go*k"• Em. f�rrort $&1,000,000 Go*" - Es. Ooanrenae $2,000,000 Aggregate $1,000,000 Property► D~ - Ea. Ooa WOO S.EmmulmgBRORSANDOMIS Not less to $1,000,000 per Own C400M Of insurenoe only required $the CRYof Lad shell provide for a NOTE: Contractor agrees arui 811pu3atea that any tnsfrenom coverage provided fio + dakns period terrMrwtlon of ooverape whidr is at least oonststeet vt h the dekrw period or dean of tine bwrd to to Caibmk Ted OWfns Act (CaOforrrta QoVerm and Code Seaton 810 et seg.}. UM (t) The street address of the CITY OF i ODI must be dwa song w0h (ar) and (b) above: 221 West tyre Sb*K t odl, Cdkrnia, 952414910; (2) The Irmurance oertl KM Mm mums on ifs "Am ar as an endotsernent, a clese"mr of the dist it IS krsruktg. A oopy of the osmate of kmmnoe with the fdbW rg widorser mnte Sims be AMAIShed to the CBy: (� Such insurance as is afforded by tMe POW Shall 0o� YolO th eCOY Of A ft i mONd mrs� Boards, Commtesions, OMoere, Agents. Emptoywe. (This endmaenw t shall be on'a farm fmrddwd to the City and shell be kwkKW w9h COrdmota" 8 Pte) ro) Such krm mrm as to eaded by the moment for the AddQeonat hrsureds OW OPPIY 89 ezly Any other kwurams nrekrmined by the City of Lod or its otfloers and employees9W be WW rict oonbibu gwtdrt4kreurweaffordedby8rts w darsemeaf. (a) The term sureO is used �ever* and not ootlsadv*, but the ImkWon herein of mors than one trwtrred efw0 9n not operate to tnaam the M of the company's NOW. (CO This poky may not be cenmeled nor the coverage reduced by the can�►Y WMA 80 dart's' Prior wrEttsrt notbe of much cancelatimr or redudion In Oovgmp to the IIIc MarmW, Chy► of Lodi, 224 W. Pkte st, Lor9, CA mm. The Cootradw strep We out and mdrg&es s� the Project sMe of ft ow fF ck wells b c4wrwg m1f, , htsarra m tar all of Contractor's mnptcyser employed for all of Bre sublet, Qonda*r shalt require the thador s p tc wide Woti Ws � M mase ane tartar's employees wdm such employees are Odvw0d by the pmwdion cress of en*oyeee srooaW kr irezaudorrs work under' ttft ootrtrarot at the sm of the project b not p owated mier the WOWS Compenrdon Steft the Cm WAW atheli pmvW9 and Shap cause 04011 a 6wnUmftr 10 Pmvids k>st>ra m for the prowjon of said employees. Tib pOL-y maty not be oenOeled nor the coverape roducW by the Ompany want SO dayva' prior wow notloe of rich 6mmellation or redrro0on in emsrege to the M Mme, CRY of Loci, 221 W. Pkw St„ Lod, CA 95240. NO M No moms agreemerd will be signed nor wM MM work begin on a P OXX UM the Proper iemm" oerdfiode b received by the Cily. co OPDArE(WmanYYY) CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 1 05/22/2012 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: U the Mrerttf este holder is an ADDITIONAL INSURED, the policy(Wmust be endorsed. ff SUBROGA'T'ION IS WAIVED, subject to theterlmandoondRlons of thepollcy, certain policies may requirean endorsement. Asfatement onthis certiffcatedoes notconfer rightstothe cerdflcate holder In Ileu of such endorsemerd(s� PROMKM CONTACT mme vdliis of Bazyiand, Inc. PHONE 877-945-7378 6 888-467-2378 P. o. eos t=7 D certificateagwillia.com P. 26 Centu31 ��4 ECE1!! Nashville, TN 3753 8 MUR DINBCOVERMIE NAICMf tWORE A. Great Northern Insurance Cas lv= 20303-100 INSURm MAY 2 INSURERS: LibertY snsuranoe �=m=iters ma 19917-200 OY Strategies Cozyoratioa 6093 Marsh les Drive.' INSUR@iC vigilant Tnsuranoe OXY 20397-100 CITY OF LOD INSURERD:LIopd'a, Vndezaritera at, London, 15792-200 sftito Ukridge, RD 21072 PUBLIC WORKS DEPARTM URERE: INSURERF: -- --- _-_ srute,n,,,arrMuneo.aoo namwrlra GOvC1iAuttu a,cn t rra,wa c swmsacn. a..... — - THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDPRONS OF SUCH POUCIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. „�t-+= :•,�t�.+�,'�„a� t INBR TYPEOFMNSURANCB SUB POUCYNUMBER P� POLICY EXP LIMITS A GENERALLIAt:nm �( COMMERCIALQENERALUAWLI Y CLAIMS-MADEQ OCCUR Y. 33914035 4/4/2011 4/4/2013 EACH OCCURRENCE s 000 MED EXP ftam P*Mn) 10,000 PERSONAL4ADV INJURY GENERALAGGREGAATE $ PRODUCTS-COMPIOPAGG $Included GEN1AGGREOATEUMITAPPLIESPER; POLICY F0 Pao• Loca A AUTOMOBILE LIABILITY Y 73556608 4/4/2012 4/4/2013 t $ 1,000,000 BODILYINJURY(Perpeamf) $ $ANYAUTO BODILYINJURY(Pereaddent) i ALLOWNED SCHEDULED AUTOS NON -O D X HIHEDAUTOS Y AUTOS -OWNE $ i B 8 UMBRtw►LIAS orot�e uae X OCCUR Ctamis-MAW UMBNY1988744 4/4/2012 4/4/2013 EACHOCCURFiF�ICE $ 13,000,000 AGWE0ATE i 15,000,000 i DED I S IRETemms 10 000 `+ D WORKERSOOMPEMBATION ANDEBPLOYERS'LMABILM YIN ANYPROPRIETOR1PARTNERiMMUTIV T SMEEREXCLUDEO7 LJ DESCRIPTIOrmk NuuOr�WFbMOrPERATIONSbebw professional Liability MIA 71741258 8080113376PLI 4/4/2012 10/27/20114-/4/2013 4/4/2013 R ML.EACHACCIDENT i 1,000,000 E.LDISEASE-EAEMPLOYEE 9 11000,000 ELDISEASE-POLICYumrr is 1,000,000 $5,000,000 aaoh claim Limit $5,0001000 Aggregate Limit DMMPTIONOFOPBRATIOMILOCATIONSIVEOG.EB(Atb-IAcordlOI.Addit"PAM& aShcedO^Ifnwespamarewroo THtg VOIVS MIND RxpLAcZff PREVx0VSLY XSSU= CzRTxrXCATE DAT=s 5/22/2012 WITH ZD: 17917937 Project: MRC Regulatory compliance. The general Liability policy includes a Severability of Interest Clause. City of Lodi, its elected and appointed Boards, Commissions, Officers, Agents, MOVI.oyaas, and - - - ,..-... -w �r.�+r�+fi� tQ anneral s iabilib City of Lodi its elected and aMointea Boards Commissions, Officers, Agents, Employees Una volunteers 221 pest Pine street Lodi, CA 95241-1910 Coll:3739849 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEUVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPREBEirAME 6 Cart:1 ACORD 25 (201IN The ACORD name and logo are registered marks of ACORD rights reserved. AGENCY CUSTOMER ID: 076155 LOC#: . eco d' A nniormKI A 1 C=U A IMKS-gm4vnULE ]?age -2 -of .a - V, "MY NAM9 MUR® GP Strategies Corporation Tullis of Maryland. Inc. 6095• marshlaloo Drive Suite 300 SLkridSe, MD 21075 pmwmwmm see First page CARRIER "=OWE TEFF=vEDAT9 See First P&98 See First page Awl I1WFvPA. nGriusmW THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM Tirm cBRTIFICA= OF LIASILMI INSwmTc S General Liability and Auto Liability policies shall be Primary and N= -Contributory to any other inss:raace in force for or which. may be purchased by Additional Iasnred. ACORD 101(2000M) Coll s 3739849 Tpl s 1439506 Cert:17917977 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registerea marKs OF wwnu INSURER CANCELLATION TERMS NAMED INSURED GP Strategies Corporation POLICY NO. 35914035, 73556608, 71741258, UMBNY1988744 EFFECTIVE DATE SEE PAGE 1 Voider Name: City of Lodi Project: NERC Regulatory Compliance Cancellation Terms: Should any of the above described policies be cancelled before the expiration date thereof, the insurer will send 30 days notice of cancellation to the Certificate Holder, but failure to do so shall Impose no obligation or liability of any Idnd upon the insurer, its agents or representatives. i Cancellation Terms Apply to the Following Coverages: i General Liability, Auto Liability, Umbrella Liability and Workers Compensation. Willis 101 EXHIBIT 2 Insurance Requirements for Consultant The Consultant shall takeout and maintain during the life of this contract, insurance coverage as listed below. These insurance policies shall protect the Consultant and any subcontractor performing work covered by this contract from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Consultant's operations under this contract, whether such operations be by Consultant or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIABILITY $1,000,000 Ea. Occurrence $2,000,000 Aggregate COMPREHENSIVE AUTOMOBILE LIABILITY Proof of coverage with limits not less than $1,000,000 combined single limit 3. PROFESSIONAL ERRORS AND OMISSIONS Not less than $3,000,000 per Claim. NOTE: Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the Califomia Tort Claims Act (California Government Code Section 810 et seq.). NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, Califomia, 95241-1910; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oiect that it is insuring. A copy of the certificate of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed Boards, Commissions, Officers, Agents, Employees, and Volunteers as additional named insureds. (This endorsement shall be on a form furnished to the City and shall be included with Contractor's policies.) (b) Primary Insurance Endorsement Such insurance as is afforded by the endorsement for the Additional Insureds shall apply as primary insurance. Any other insurance maintained by the City of Lodi or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement. (c) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall .not operate to increase the limit of the company's liability. (d) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. Compensation Insurance The Contractor shall take out and maintain during the life of this contract, Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the protection of said employees. This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 W. Pine St., Lodi, CA 95240. A Waiver of Subrogation is required for Workers' Compensation insurance. NOTE: No contract agreement will be signed nor will any work begin on a project until the proper insurance certificate is received by the City.