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HomeMy WebLinkAboutResolutions - No. 2013-61I3=�Y�1���[�1i•li•C���7��•'�il 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 F1 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 RESOLVEDthat 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 Managerwith administration by the Electric Utility Director. Dated: April 17, 2013 --------------------------------------------------------------------- --------------------------------------------------------------------- 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 t:J)O HL 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: 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 I . on IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Amendment No. , 2013. CITY OF LODI, a municipal corporation Hereinabove called "CITY' KONDRADT BARTLAM City Manager Attest: RANDIJOHL 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 JOSEPHNASAL SeniorVice President, GP Strategies EXHIBI " 1 AGREEMENT FOR PROFESSIONALSERVICES ARTICLE 1 PARTIESAND PURPOSE Section1.1 Parties THIS AGREEMENT is entered into on June 18,2012, by and between the CITY CIE LODI, a municipal corporation (hereinafter "CITY), and GP Strategies Corporation (hereinafter"CONTRACTOR"). Section 12 Puroose • 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 anter into an agreement with CONTRACTOR for the formulation cf a partership in the management of the North American Electric Reliability Corporation (NERC) and Western ElectMdty Coordinating Courrcll (WECC) compliance program (hereinafter"Project") as set forth in the Scope of Services attached here as Exhibit A CONTRACTOR acknowledgesthat it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERWCES 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 ExhibitA. Section 22 Tlme For Commencementand Comoletion 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 26, whichever occurs first, and shall perform a# services diligently and complete worts 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 CTIY and any other agencies involved in the project shall riot be 1 counted against CONTRACTOR's contract performance period, Also, any delays due to weather, vandalism, acts ofGod,etc, shall not be counted. CONTRACTORshall remain in contact with reviewing agencies and make all efforts to review and return all comments. Sectirn 23 Mks CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 24 S 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 cf all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR cf any changes of CONTRACTOR's 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 servicers 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 requiredfor 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, pwdts, 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 26 Subcontracts Unless priorwritten approval of CITY is obtained, CONTRACTOR shall not enter Into any subcontract with any other party for purposes of providing any work cr services covered by this Agreement. Secdon 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. FA ARTICLE 3 COMPENSATION Section 31 Compensation CONTIRACTOR'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 inwriting by CITY. Section 32 Wldhodof 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. CONTRACTORS compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3,3 Costa 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 3A Audiltina CITY reserves the right to periodicallyaudit 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 infomation 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 relevantto a matter under investigation for the purposecf determining compliance with this requirement, CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment underthis Agreement 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.t 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 Taos, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4 2 ADA Comoliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities A d (ADA) of 1994, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuantto the ADA. Section 4 3 Indemnification and Responsibility for Damaae CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, i is 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 s 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 ofthe active negligenceof the City of Lodi or its officers or agents. Section44 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 45 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. Section46 insurance Rea uirementsforCONTRACTOR 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 representaftves to ft 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 beat the sole discretion of CITY. Section 48 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: 7b CITY: C i of Lodi 221 West Pine Street P.O. Box 3008 Lodi, CA 95241-1910 Attn: Electric Utility Director To CONTRACTOR GP Strategies Corporation 25 North Pointe Parkway Amherst, NewYork 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. Ssodon 4.10 CONTRACTOR Is Not an Employee of CITY CONTRACTOR agreesthat in undertakingthe dutiesto be performed underthis 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 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 mannerand means of accomplishment S -action 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 profrts resulting from services not completed or for contracts entered into by CONTRACTORwith third parties in reliance uponthis Agreement Section 412 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 RecordsAc t. 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 wits► the San Joaquin County Superior Court. If any part of this Agreement is found to conflict WM 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 #i-- event heevent 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 agreesto secure such license and pay the appropriate fees prior to performing any work hereunder. t Section 4.16 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. s Section 416 Intearation and Modlflcation 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 i n Writing, signed by both parties. Section AM ContractTerms Prevall 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 AM Severability The invalidity in whole or in part of any provision of this Agreement shall notvoid 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 Arreemmt, 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 CONTRACTORto CITYwithin 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 420 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section421 FederalTransit Fundino Conditions ❑ Ifthe 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 Conditionswill control. 7 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipalcorporation R951 JbHIz---- LAM, City Manager APPROVED AS TO FORM: CONTRACTOR:GP Sbzbs#w Corp. D. STEPHEN SCHWABAUER, CityAttomey JANICE D. MAGDICH, DeputyCity Attorney Attachments: Exhibit A -Scope of Services Exhibit -Fee Proposal Exhibit C - Insurance Requirements Funding Source:160601.7323 (Business Unit& Account Pb.) C&MV.01.2012 8 Nam . EPR NASAL TtleXenior vice President, GP Strategy .'yi STRATEGIES'" June 5,2012 CSP -L-1138-12-01385 Ms. MizA30KLrkley Lodi Electric utilityDirector City of Lodi 1331 South Ham Lodi, CA 95242 Via email; Sibject: Proposal to Provide ComplianceReview Services for City ofLodi Dear Ms. Kirkley-: On behalf of GP Strategies Corporation (CP Strategies), thank you for considering our NERCIWECC compliance management services. We are pleased to submit tins proposal to assist City of Lodi Electric Utility Department (Lodi EUD) Adh identifying, responding to, and tracking requirements associated with the North Aire d= Electric Reliability Corporation (NERC) and Win Electricity coordinating Council (WECC). We hope this letter provides you with the information you need to begin v3ddng vvith GP Strategies' team. We welcome any onments or suggwti=you may have. ServiceOverview These services offered are to provide Lodi EUD NERC(WECC compliance administration services tik incorporate a customized Microsoft Sharepointplatform for continuous tracking and audit readiness, The services assist Lodi EUD stay abreast and respond to NERC and WECC regulatory reguramnts, monitor process activities ID e n s u e compliance completeness, =uracy, 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 offeredare on-going as defined in the sIpe of vac Scope of Work Our approach involves providing ongoing services and support including access to a branded and ind.Mdualized client site for Compliance tracking. GP Strategies \A support your compliance programby performing the foll:mngtasks: 1. Enhance, modify,and supportt&eLodi EUD Sb=Point. The SharePoint solution is used to document the City's methodologies for complying vie the standards and maintain evidence. Customized reporting fomes have been developed to t m& and mmm ge The information contained in this proposal is considered proprietary. It is furnished in confidence, with the understanding that it will not, willtoxA the permission of OP Strategies Corporation, be used or disclosed for other than evaluationpurposes. - .=TEGIES M& Relay June S, 2012 Paew2 cf6 GP-L-1138.12-013RS ongoing operational processes required as part of the compliance program. Support of the Lodi BUD SharePofnt syssntomanage the compliance program includes: ■ Providing five (5) licensesto access the Lodi BUD ShireFoint portal as maintained by GP Strategies ■ Providing management of LbEr Accounts at the direction of Lodi BUD Senior Management ■ Maintaining current list of applicable standards and requirements ■ Maintaining the repository of OP Strategy and Lodi's assessment and documentation on how Lodi BUD complies void the standards and requirements in the associatedprocess. These includebut anent limited to: o Sabotage moogiitim and reporting o Fd* based assessmentof ri*+4 assets o Bulk electric system disturbance identificationand reporting o Facility interconnection requirements o Telecommunicationand communication protocol o Energy emergency alert response o Capacity benefit margin o Long and d=L-tem actual and forecast load assessment including demand side management products o Maintenance, testing, and monitoring or B SS protection equipment o Under Frequency Load Shedding assessment and reporting o Protection SystemMisoperations o Relay settings documentation o Uniform line identifiers Oudirg and maintaining association of standards and requirements with related processes for rgxrdMpurposes ■ Storingproceduresprepared by GP Strategies and Lodi ■ Documenting and prioriftffig risks ■ MJ tad g controls ■ Developing compliance forms used to log Evidence of Compliance to applicable NERC Requirements for client as a Load Serving fl�i (LSE) and Distribution. Provider(DP) ■ Assist T VVkh uploading evidence to the Lodi BUD SharePomt site ■ Developing workflows for reminders of compliance related deaditnes ■ Tracking outstanding tasks logged on the SharePofnt site for subject 11 e- ports orprocess owners s 2 Perform an assessment of all FERC approved NERC and WECC regulatory Standards compared to the City interconnection and ff(NCPA, PG&E, and CAISO) tD determine and document the applicability of the requirements. We will document the processes or methodologies, procedures, and equipment needed to comply with the requirements. Wewillprovide the following services: A review of a I I existing materials for adequacy 9 Reoom mondaVons for improvement ■ Prepare procedures If Review evidence op SSTRRATEGIW A& SirNq jWW S, 2013 Pans of 6 OPUll38-12-FURS Obtain and review secondary evidence with the assistance of the City, identify where gaps east and propose solutions to close gaps 3. Maintain current NERC compliance related procedures. Thm procedures include, but are not 1 i to: ■ EventAmlysis (BPS Disturbance, URLS Event, Protection SystemMisoperation) ■ Facility Additions and Modifications ■ Modelle Submittals ■ NERC Alert Response ■ Protection SystemMaintenance ■ Risk Based AssessmentNlethodology ■ SabotageRecognition and Reporting 4L Pmddetraining programs for compliance related procedures and processes ■ instructor -led training ■ ONLEARN on -lie compliancetraining 5. Supportthe Lodi EUD Internal Compliance Program (ICP) specific to NERC and WECC canplianee standards and requirements bI ■ Prepare and submit quarterly status reports to Lodi BUD senior management that includes the: o Health of ICP o Status of anypotential non-compliant activity o Status of mitigationplans for anynon-compliance reports o Status on activities required to prepare for compliance Adh all new FERC approved standards o Summary and status of requests for standards authorization, new criteria, or nales tist impact the City ■ Provide support for Stag, Compliance Application Pbtdaes, regional criterion development by either participation with development team or by providing its and voting according to Lodi KM direction ■ Provide slarunay notes from compliance group nest Trip and other industry forums iD client ■ Develop communicationmoladalsto demonstrate a commitment in compliance ■ Coordinate the completion of the annual 3i*assessment ■ Perform anm3al 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 rqx t of recommendations for Self- im to the Compliance OffirerThe evidence of the review will be logged inpreparation for apossible spot audit ■ Complete WECC datareportiag 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 Vbkdmebs (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 op STRATECIEB' A& JuneS, 2012 Page 4 d 6 GP -.U1138 -12-013R5 certification, All auditorfollow-up questionswill be directedthrough OP Strategies to assure kamdiate and timely response. 1adw and monitor completion of mitigation plans for identified gaps, non- compliance,new standards preparation, ormlayKsoperatiow ' 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 NBRC Alerts andNERC investigationrequests, ' Provide up to 24 man-hours of Non -Compliance management assistance. Requested assistance in excess of the 24 man-hours Vin 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 kbmal Compliance Program (TCP) documents. The documents includebut are not ] inatEd ■ A description of the City's compliance management Ancture. • A description of the process for reporting and investigatingpotential violations. ■ A description of the City's mechanisms that allow for anonymity or confidentiality, whereby the Cfj's employees and agents may report or seek guidance regarding potential or actual violations without fear of retaliation. ' Overview aaemamm training to the City's governing authority, directors, management, and individual(s) who have been delegated with day -today operational responsibility for compliances requirements, ■ A descriptionofthe C i 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 toprevent or detectviolations ■ Annual internal audit schedule for applicableregulatory standards ■ A description of City's process for self-cortifying compliance to regdatmy standards Lodi Responsibilities Although GP Strategies proposed work provides coverage of all of the Lodi BUD NERC(WECC program, Lodi EUD will reWn 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 �' SGTRATEDIES Ms. MrrMa Jure 5,2012 PW5Of6 GP -11381a-013R5 ■ Review, comment and approval of the annual Risk Assessment ■ Review, comment and approval ofprogram cxtmis ■ Log data using approved forms. For example sabotage incidents, event driven outages, maintenance, controt noon errby logs, etc, ■ Provide data or studies as required by NERC, WECC or other entities. For example loads and resource forecast, historical usages, mxbIiixd of facilities, system studies, etc. ■ Porform reliability related process. For example protection sr,ptEn maintenaace, relay settings, submit timely data, nepert Misoperations, next BES Disturbances, OW. ■ Compliances all Standards and Requirements ■ Attend compliancetraining ■ Review, comment and approval of all audit materials ■ Review, comment and acceptance of status reports, internal audit reports, mock auditreports, self -certification preparation n E t, etr" ■ Provide determination on compliance and determinationfor self -reporting Project Goats GP Strategies proposes to perform the monthly service and support vwrk associated with this program from June 18,2012through June 30,2014, forthe fimdprice of $54,57/. GP Strategies proposes the followingbilling milestones: • June 18, 2012 — October 31, 2012 $1,100per month • November 01,2012— June 30,2014 $2,583per month In addition to the labor outhied above, arty travel expenses requested by Lodi EUD of distances beyond 200 miles from City of Lodi w i I I be billed at cost, plus a L% administrative fee. OP Strategies anticipates 5 onsite visits per year. GP Strategies will request official approval for inause in project funding prior to incurring travel costs. GP Strategies will bill Lodi EUD mthly for any travel and living costs incurred. Lodi BUD Purchase Order should reference this proposal number (OP -L-1138-12-013), and be forwarded to: Ms. Helen Kelly General Physics Oogxxatim 6095 Marshalee Drive, Suite 300 Llkridge, MD 21075 Fax: 410-540-5304 Email; hkelly anstrategies.com Our billing terms are net 30 days, and this proposal will be valid through June 30,2012. WGSTRATEGIES" Ma A7F"W June 42012 _Page 6 ci 6 GP-Ir1138-12-013RS Summary GP Strategies is uniquely cpalifi,edto provide this service to Lodi EUD. Mary Jo Cooper, our Director ofNERC Compliance Services, has 5 yrs ofeWdence w3krg with clients just tike Lodi EUD in support of their Wal and regional regulatory sFaridards and requirements. GP Strategies can provide Lodi EUD with the tools, knowledge and ddUs r eawary to respond to the regulatory requ�ents applicableto your unique organization. Thank you for the interest in GP Strategies NERC/WECC ampLiame administration services. We will follow up with you in ensure this proposal rlB I your needs and answer any questions you may have. Tei the mearAJme, please feel free to oaitact me at 916-833-3369 or micooner(a eastrate¢ies.com ffyou have any immediate questions. Sincerely, Mary Jo Cooper Director, T&D Services Energy Services MJCibk CIC B Neff (CSP Strategies) M Erm (GP Strategies) W Green (GP Strategies) EXHIBIT C 11a Cmkadw*d We out wW mdrddn daft Me s h aurml0e ot♦imp as bled bdow These (ManCanOe policies P rmo Co ar andar gWr� cnrhh - work covandeby thb corhtraot feces dWms for dernges for pomw k ft, sold rhtd dsafiy as Z*from dd ns for pop W demo^ whbh mey mise frorrh Cont mft operattone under tie o ma%>hei ww such opmhalm be by Corhh oW or by any m bwMaotor or by anyone dlreoay or kdrea6y employed by dim of therm, and the smaad of such iw mx shad be me foibm $1.000.000 Ea. Ooaurence $MW.0QDAqWsWb z $1A0 Ow90 ►htjtey-ELPerson $1A0OA00 Baily kU - Ea. OOMMIS os $IPDXOPropertyDamep -Ea.Oaamence S.B3QMMIML MM AND QMMSIM Not fess thaet $1.o00A00 par Ctebn. Cedffloab of irhsherarhoe or* requhed. NOTE: Cont vAw agrees aril sgpukft that any inshrranoe coverage provided to the City of Lad sW pmv* for a claim period foB wft tatudi on of coverage whtdh b at fehhst wndaW vAt h the dairrw period or OWN of � farmd in the Off n is Tort CXiirrhs Act (Catitonrta Qovernrnart Code Seam 810 et sella NOM (1) The street address of the CITY OF LORI must be shown along whh (a) and ()) lb". 221 Wast PIN Street, Lod. OWWO a, 96241-1910; (2) The ftmra os o9rdnoo nwst stab, on Its face or as an ardorsemerht, a desats of the MiAdthat tt la hwrtrig. A copy of the owdit to of irwurance with the foWhhg endoreemerds chart be hmnished to the W. (a) Such Insurance as he afforded by itis poiby shall also apply to the Chyr of Lrod, Its e10069d and ar� Boards, Commtsefans, Mom Agerft B MWysea, and Vomttnm as adMorhaf mind hheur (This erhdorsemert shall be on a form hxnblhed to the City and shall be irholudsd TO CortrwW4 pow.) (b) Suah trsuranoe as Is afforded by the arximemerit for the Addidonal Irwunade sled apply as prhnary kwurmhoe. Any otter hwut>hnm nhehMned by the qty of Lod or ft d kwa and emptoyess aired be excess only auhd rot oorhtrfbuWW With tie insurance aft sled by this erdorsemat (c) The term 9nsured' Is used severally and not ootbc&*, but tie hhduston herein of more hart one hsured abt not operab to increase the of ft company's falfty. (CO This poky may not be cawwaled rhor the coverage reduced by the company wittaut 80 days' prior Written nice of such oer ookSorh or m* dlon In coverage to the Ftrdk Mang, City of Lodi, 221 W. Pim St., Lod, CA 05M. NOTE: No oorhhd agreenard will be signed nor will MM work begin at a project unto the props h>swarhos OOdMOM b received byte Cly. JRA CERTIFICATE OF LIABILITY INSURANCE gage i of o i�2o 2 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 SYTHE 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 cwNflcM holder is an ADDITIONAL INSURED, the pollay(les)mpst be endorsed. if SUBROGATION IS WAIVED, subject to thetennsend condlHonsoftlteeollew-awfsin adtdas mew mqulrean endoreemenLAstatemeMonthis cer0caiedoes not confer rightstothe ow0cate hs( ler In _Hsu ¢ wAh endoreementjs). Millis of Maryland, sac. c/o 26 Century 31vd, A-1 . + 877-945-7378 888-467-2378 1. o. soot 305191 SINSURER certificatesswillis.coel Nashville, sa 37234sRE C E I V E MsuR DMGcovt-RAGE NAICt • reat 1Torthern lnsleranee Caalpaay 20303-100 MURMOPst:ratOOLOS Corporation MAY 2 ibertY ZA6=aaae VAd6Z iters 2aa 19917-900 6093 lazabalee Drive•' igilant Insurance company 20397-100 eaite 300 ��/slhridgGe ED 21075 C� 1E QF LOloyd's, 9adeswriters at, Loadoa, 15792-200 PUBLIC WORKS DEPART MVonArawn (_wEMw1,�ATC I01URCR• 17017077 RII ISn]N NUMMMM"MOE a -^I THIS 18 TO CERTIFY THAT THE POLICIES 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 POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I R TYPEOFMSURANCfiS POLICYNUNBER � Vaifs A OWMA1.UAMUTY MMETCULLGENERALUABILTTY N�!CLA1MS4dADEFx0 CCCUR T. 35914035 4/4/2012 4/4/2013 EACHOWURRENCE s 1,000,000 04 "E =, S 0 MEDE* Ona 10,000 PERSONAL&ADV INJURY GENMMAGGREGATE 1 2,000,000 PRODUCTS-OOMPIOPAGG OEV'LAGGREBHTELIWAPPLEiSPER; POLICY MC LOC A, AUTOMOBILEUABIUTY r 73556608 4/4/2012 4/4/2013 1 0 1,000,000 SODILYINJURY(Perpaue) $ X ANYAUTO LED EDAUTOS � reIi BODILYINJURY(Peoddvd) i X HMEDAUTOS Y AUTY)NON gWNED i B UNBRSLLAUAs X OOCUR MU=1988744 4/4/2019 4/4/2013 EACHOCCURRENOE f 15,000,000 AGGREGATE ' 1 13,000,000 E1(CEBB UA5 13A011S-MADE DEL X IREnwms 10,000 1 C WORKENOOMPEM710M ANDIMIPLOVERS'IJABOJTY ANY PROPRIET'ORIPARTNERIEMUTIVEj yee�yee,a�Nji► SER �� L^I RoPER0NSbebw DE8CRIPTIONOAT1 NIA 71741258 4/4/2012 4/4/2013 X E.LEACHAOOroENT Is1:000,0 0 E.LDISEASE-EA EMPLOYEE 0 ' 1,000,000 EL DISEASE•POLICYLOAR i 1,000,000 D professional 8080113374PLI 10/27/201 _4/_4_/Y0 13 $5,000,000 sach claim Limit Liability 05,0000000 Amepate Limit "PTIONOFOPERAT10NSILOCA'nON8/VE f==(Attam Awrd 10t, Adtbmd Remarb Ba;ii Mearoapan IOL;igg T=8 VOZDS AIM RBHLI►CE I PREVIOUSLY XBB= CSRTEPXCATLI' DATBDs 5/22/2012 WITH 2Dt 17917937 Projeott IARC Regulatory CoMplianee. The General Liability policy includes a Severability of T.aterest Clause. city of Lodi; its elected and appointed Boards, Comsissions, Officers, Agents, zmployees, and volunteers are included as Additional xnaur*dx_Aj_=sgSI to anneral Liabilit-y and Auto toiabilitv. City of Lodi its elected and appointed Boards Cossissions, officers, agents, aeployees and Volunteers 447 ifeat pine Street Lodi, CS 95241-1910 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBEDPOLICIESBECANCELLED BEFORd THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED N ACCORDANCE WITH THE POUCY PROVISIONS. Co11t3739849 TJD1t1429506 Cartt17917977 11119884H The ACORDname and logo are registered marks &ACORD CORPORATION. Ail right8resemed. The ACORD name and logo are mglstered marcs of ACORD INSURER CANCELLATION TERMS NAMED INSURED GP Strategies Corporation POLICY NO. 35914035,73556M, 71741258, UMBNY1988744 EFFECTIVE DATE SEE PAQE1 Holder Name: City of Lod[ Project: NERC Regulatory Compliance Cancellation Ten -ns: Should any of the above described policies be cancelled before theexpiratlon datethereof, the Insurerwill send 30 days notice of cancellation to the Certificate Holder, but failure to do so shall impose no obligation Cr liability of any ldnd upon the insurer, lis agents or representatives, CancellationTenns Apply to the Following Coverages: i General Liability, Auto Liability, Umbrella Liability and Workers Compensation. V41h 101 EXHIBIT 2 Insurance Reauirements 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 perFormingwork covered by this contract from claims for damages for personal injury, including accidental death, as well as from claims for properly 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: 1. COMPREHENSIVE GENERAL LIABILITY $1,000,000 Ea. Occurrence $2,000,00OAggregate 2. COMPREHENSIVEAUTOMOBILE LIABILITY Proof of coveragewith 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 California Tort Claims Act (California Government Code Section 810 et seq.). NOTE: (1) The street address of the CITY CIF 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 therop iectthat it is insuring. A copy of the certificate of insurancewith the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Such insurance as is afforded bythis 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 endorsementfor 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 bythis 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 increasethe limit of the company's liability. (d) Notice of Cancellation or Chanae in Coveraae Endorsement This policy may not be canceled nor the coverage reduced by the companywithout 30 days' priorwritten 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 Wak is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the lattees employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardouswork underthis contract at the site of the project is not protected underthe 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 agreementwill be signed norwill any work begin on a project until the proper insurance certificate is received by the City.