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2010/09/29 Koff and Associates, Inc. FY11 Classification review PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT for Professional Services ("Agreement") is made this 29th day of September, 2010 ("Effective Date") by and between the CITY OF MENIFEE ("City") and KOFF& ASSOCIATES ("Consultant") (together sometimes referred to the"Parties"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work, attached as Exhibit 1 and incorporated here.. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit 1, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the September 29, 2010 and shall end on May 1, 2011 or as described in Exhibit 1, unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt ` of authorization from the Contract Administrator. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed twenty-three thousand, two hundred and thirty dollars ($23,230) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit 1, regarding the amount of compensation,this Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement based on the cost for services performed, at a rate of ninety-five dollars ($95.00) per 4852-9708-2887.1 hour, and reimbursable costs incurred priorto the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder necessary to complete the work described in Exhibit 1; • Receipts for expenses to be reimbursed; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received,for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty(30)days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified in writing prior to the submission of such an invoice. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed those set out in Exhibit 1. 2.5 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of the contract. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities 4852-9708-2887.1 such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects,to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between the City and other insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and authorized volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General Automobile Liability Insurance. 4.2.1 General reauirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the work contemplated by this Agreement, TWO MILLION DOLLARS($2,000,000.00)general aggregate,TWO MILLION DOLLARS($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of hired, owned and non-owned automobiles. 4852-9708-2887.1 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 All Policies Reguirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status and complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: Classification and Compensation Study. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is:City of Menifee,29714 Haun Road, Menifee, CA 92586. The City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Consultant. 4.3.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that F coverage shall not be suspended, voided, canceled or materially changed by either party, or reduced in coverage or in limits, except after thirty(30)days' prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10)working days after Consultant is notified of the change in coverage. 4.3.4 Additional insured; primary insurance. City and its officers, employees,agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in.the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers,employees, agents, or authorized volunteers.The insurance provided to the City as an additional insured must apply on a primary and non-contributory basis with respect to any 4852-9708-2887.1 insurance or self-insurance program maintained by the City.Additional insured status shall continue for(1) year after delivery of product(s). A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.3.5 Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration,and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.3.7 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage,scope,limits,and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION. 5.1 Consultant agrees to indemnify, hold harmless and defend City, its officers, equity owners, directors, partners, managers, agents and employees from and against all liabilities, losses, costs, damages and/or other expenses (including reasonable attorneys' 4852-9708-2887.1 and experts'fees and expenses and court costs) arising in connection with or related to claims, actions or proceedings raised or brought by any third parties on account of or occurring in connection with Consultant's performance of the Services hereunder, except to the extent caused by the sole negligence or willful misconduct of City or its agents or employees. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state,or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state and federal laws and regulations applicable to the performance of the work hereunder. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or this Agreement any licenses, permits, and approvals that are legally ' required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at anytime and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer 4852-9708-2887.1 software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein.Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique-personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ,Consultant shall notify City immediately. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings,reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit 1 not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit 1 that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder 4852-9708-2887.1 shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of,the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys' fees and expenses including costs, in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If a court of competent jurisdiction finds or rules that any ` provision of this Agreement is invalid, void, or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. 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. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Georg S. Krammer..- 4852-9708-2887.1 10.7 City Contract Administration. This Agreement shall be administered by Julie Woodruff("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.8 Notices. Any written notice to Consultant shall be sent to: Georg S. Krammer Chief Executive Officer Koff&Associates 6400 Hollis Street, Suite 5 Emeryville, CA 94608 Any written notice to City shall be sent to the Contract Administrator with a copy to: City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 10.9 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit 1, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.10 Counterparts, This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. The Parties have executed this Agreement as of the Effective Date. CI OF MENIF CONSULT AIT G org S. rammer StepheKG. Hardingytnterirm City Manager Attest: f Kathy B� ennett, City Clerk Approv d as For/m: Karen A. Feld, City Attorney 4852-9708-2887.1 EXHIBIT 1 SCOPE OF WORK [In the form of a Consulting Agreement and attached Proposal (Exhibit A)] h 4852-9708-2887.1 KOFF&ASSOCIATES INC. EXHIBIT A Human Resource Consulting Since 1984 PROPOSAL For HUMAN RESOURCES CONSULTING SERVICES To Conduct A CLASSIFICATION AND TOTAL COMPENSATION STUDY For The CITY OF MENIFEE Submitted by: KOFF & ASSOCIATES,INC. 6400 Hollis Street, Suite 5 Emeryville, CA 94608 510.658.KOFF (5633) -voice 800.514.5195 -toll free 510.652.5633 -fax Contact Person: Georg S. Krammer Chief Executive Officer E-mail: gkrammer@koffassociates.com Website: www.koffassociates.com 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com KOFF&ASSOCIATES INC. Human Resource Consulting Since 1984 August 25, 2010 Julie Woodruff Assistant to the City Manager/Human Resources Coordinator City of Menifee 29714 Haun Road Menifee, California 92586 Dear Ms. Woodruff: Thank you for the opportunity to present to you our qualifications and submit a proposal for a comprehensive classification and total compensation study. We are most interested in assisting the City of Menifee with this important study. Koff& Associates, Inc. is an experienced public-sector consulting firm that has been conducting similar studies for and providing other human resources services to cities, counties, special districts (housing, education, library, hospital, transportation, air quality management, solid waste, water, wastewater, community services, fire, and higher education districts), courts, and other public agencies for over 26 years. Koff& Associates has achieved a reputation for working successfully with management, employees, and union representatives. We believe in a high level of dialogue and input from employees and management and our proposal speaks to that level of effort. That extra effort has resulted in close to 100% implementation of all of our classification and compensation studies. In 26 years, our firm has never had a formal appeal to any of our studies. Koff&Associates, Inc. is a small firm that accepts only as much work as our own staff can handle. This assures a high level of quality control, excellent communication between clients and our office, commitment to meeting timelines and budgets, and a consistent high-caliber work product. As Chief Executive Officer of the firm, I would assume the role of Project Director and be responsible for the successful completion of this project. I can be reached at the Emeryville address and phone number listed below. My e-mail address is: gkrammer@koffassociates.com. Please call if you have any questions or wish additional information. We look forward to the opportunity to provide professional services to the City of Menifee. Sincerely,S.b gyp,, Georg S. Krammer Chief Executive Officer 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com KOFF&ASSOCIATES INC. Human Resource Consulting Since 1984 PROPOSAL For HUMAN RESOURCES CONSULTING SERVICES To Conduct A CLASSIFICATION AND TOTAL COMPENSATION STUDY For The CITY OF MENIFEE TABLE OF CONTENTS Page No. Understanding of the Project I Study Objectives 2 Firm's Qualifications 4 Project Team 5 Firm's References 10 Study Approach and Methodology 12 F Post-Implementation Consultation and Support 24 Deliverables 24 Stakeholders Touch-Points 25 Expectations of City Support 26 Project Schedule 26 Proposed Project Costs 27 Insurance Requirements 29 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com KOFF&ASSOCIATES INC. Human Resource Consulting Since 1984 UNDERSTANDING OF THE PROJECT The City of Menifee desires human resources consulting assistance to conduct an objective classification review and labor market total compensation survey for all of the City's job classifications in order to make recommendations regarding the appropriateness, internal equity, and external competitiveness of the City's classification and compensation plans. Currently, the City has approximately twenty-eight (28) employees allocated to approximately twenty-five(25)classifications. The study's purpose would be to initially develop updated and objective classification descriptions for all study positions that are legally compliant (including Fair Labor Standards Act (FLSA) and Americans with Disabilities Act (ADA) requirements), internally aligned, reflective of contemporary standards, and accurately reflect current roles, responsibilities, duties, and qualifications. The final work product will be an integrated organizational structure that will allow for potential future City growth, career growth, and effective customer service delivery. The process includes orientation and briefing sessions with employees and management; the completion of a position description questionnaire by employees; interviews with employees in each study class; and interviews with supervisors and managers to address any classification issues. All employees will be allocated to an appropriate classification and draft classification descriptions will be developed and sent back to the City and incumbents for additional feedback and concurrence. A second level of effort will be to review the City's compensation structure and conduct a compensation market survey using a set of appropriate comparator agencies. It is understood that the identification of comparator agencies and benchmark classifications is an iterative process that includes all stakeholders. We have found this open discussion philosophy to be critical to our success for organizational buy-in. Once the external data development is completed, we will make specific recommendations for internal equity for non-benchmarked positions and positions without a large enough market sampling. The compensation study will contain specific recommendations regarding a salary schedule and the integration of all study classifications into a clearly designed, internally equitable format that is flexible for career opportunity and future growth. Our study will make recommendations regarding a salary structure that takes the City's compensation preferences into consideration and regarding the appropriate placement of each classification on that salary schedule. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 2 of 30 August 25,2010 The study includes a significant number of meetings with the study project team, management, and staff, as well as the City Council, if desired. We have expertise in labor/management relations and understand the importance of active participation by all stakeholders to ensure a successful outcome. The meetings and "stakeholder touch- points" that we recommend ensure understanding of the project parameters, enhance accurate intake and output of information, and improve a collaborative and interactive approach that will result in greater buy-in for the study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of Koff&Associates' studies. STUDY OBJECTIVES The objectives of the study are: Classification Obiectives ➢ To analyze and update the classification descriptions and structure through a comprehensive process of job analysis, including review of existing documentation, position description questionnaire completion, employee interviews, management interviews, analysis of existing positions and working situations, analysis of levels of duties and responsibilities, and other professional methods, as appropriate; ➢ To provide a classification structure that ensures regulatory compliance, including allocation of each study position to the correct classification with appropriate FLSA designation, as well as,meeting Federal ADA regulations; ➢ To recommend each study position for title change or reclassification (as appropriate), create new classifications (if applicable), eliminate outdated classifications (if applicable), and combine classifications assigned to similar functional areas (as appropriate); ➢ To provide for growth and flexibility of assignment within the new classification structure, where feasible, in recognition that some job duties and responsibilities may evolve over time, as well as adequate career paths and class series that will foster career service within the City; ➢ To clearly state minimum requirements of each class that are consistent with work experience that is clearly obtainable from positions immediately below on the career ladder and to clarify for each classification, opportunities for promotion and/or cross training; ➢ To provide for adequate educational, review, and appeal processes that will result in a product that is understood by all levels of personnel and is internally equitable; and 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com 9 Classification and Compensation Study Proposal Page 3 of 30 August 25,2010 ➢ To ensure sufficient documentation and training throughout the study, including classification concepts, distinguishing characteristics, implementation and maintenance manuals, and training of key personnel, so that the plan can be implemented and maintained in a competent and fair manner. Compensation Objectives ➢ To review and make recommendations regarding a list of appropriate comparator agencies and benchmark classifications prior to beginning the compensation portion of the study; ➢ To collect accurate salary and benefits data from the approved group of comparator agencies -and to ensure that the information is analyzed in a manner that is clear and comprehensible to City Council, management, study project team, and staff; ➢ To carefully analyze the scope and level of duties and responsibilities, requirements for successful work performance, and other factors for survey classes according to generally accepted compensation practices; ➢ To review the City's compensation practices, recommend changes as appropriate, and develop a compensation plan that will assist the City to recruit, motivate, and retain qualified staff; ➢ To recommend appropriate internal salary relationships and allocate classes to salary ranges in a comprehensive salary range plan; and ➢ To ensure sufficient documentation and training throughout the study so that the plan can be implemented and maintained in a competent and fair manner. Overall Objectives ➢ To review and understand all current documentation, rules, regulations, policies, procedures, budgets, class descriptions, organizational charts, labor/association agreements, and related information so that the new plans can be operationally incorporated with a minimum of disruption; ➢ To conduct start-up study project team meeting(s) with Human Resources project staff and Senior Management to discuss any specific concerns with respect to the development of a classification and compensation plan; finalize study plans and timetables; conduct employee orientation sessions with management and staff in order to educate and explain the scope of the study and describe what are and are not reasonable study expectations and goals; 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 4 of 30 August 25,2010 ➢ To work collaboratively and effectively with the City and its stakeholders while at the same time maintaining control and objectivity in the conduct of the study; ➢ To document all steps in the process and provide documentation and training for management in both classification and compensation methodologies so that the City can integrate, maintain, administer, and defend the plans after the initial implementation; and ➢ To provide effective ongoing communications throughout the duration of the project and continued support after implementation. FIRM'S QUALIFICATIONS Koff & Associates, Inc. is a majority woman-owned public sector human resources consulting firm that was founded in 1984 and has been assisting cities, counties, and special districts for the past twenty-six (26) years. We are familiar with the various organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. . We have extensive experience working in both union and non-union environments (including serving as the management representative in meet & confer and negotiation meetings), working with City Councils, Boards of Supervisors, Merit Boards, Joint Power Authorities, and Boards of Directors. We have excellent rapport with all public sector unions and, if requested, can provide specific business agent references. The firm's areas of focus are compensation and classification studies (approximately 65% of our workload); performance management and incentive compensation programs; development of strategic management tools; policy/procedure development and employee handbooks; executive search and staff recruitments; and serving as off-site HR Director for our smaller public agencies that need the expertise of an HR Director but do not need ' a full-time, on-site professional. Without exception, all of our classification and compensation studies have successfully met all of our intended commitments; communications were successful with employees, supervisors, management, and union representatives; and we were able to assist each agency in successfully implementing our recommendations. All studies were brought to completion within stipulated time limits and proposed budgets. The firm's growing list of clients is indicative of its reputation throughout California as being a quality organization that can be relied upon for producing comprehensive, sound, and cost-effective recommendations and solutions. Koff & Associates, Inc. has a reputation for being "hands-on" with an ability and expertise to implement its ideas and recommendations through completion in both union and non-union environments. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 5 of 30 August 25,2010 Koff& Associates, Inc. relies on our stellar reputation and on the recommendations and referrals of current clients to attract new clients. Our work speaks for itself and our primary goal is to provide professional and technical consulting assistance with integrity, honesty, and a commitment to excellence. We invite you to contact anyone on the Client List as a referral. PROJECT TEAM Project chart and professional qualifications of staff that will be included in this study are: Organizational/Project Chart Kathy Crotty, Georg Krammer, CEO Gail Koff, Administrative Catherine Kaneko, President Managing Director Assistant (Principals of K&A) Jeremy Hannah, Milana Targan, Alyssa Sarah Haskell Project Manager Project Manager Uchimura, Associate Project Manager All members of our team have worked on multiple comprehensive classification and compensation studies and are well acquainted with the wide array of public sector organizational structures, classification plans, and compensation structures, as well as the challenges and issues that arise when conducting studies like this. Georg S. Krammer,MBA., SPHR ' Chief Executive Officer Georg brings over thirteen (13) years of management-level human resources experience to Koff& Associates with an emphasis in organizational development; classification and compensation design; market salary studies; executive and staff recruitment; performance management; and employee relations, in the public sector, large corporations and small, minority-owned businesses. After obtaining a Master of Arts in English and Russian and teaching credentials at the University of Vienna, Austria, Georg came to the United States to further his education and experience and attained his Master of Business Administration from the University of San Francisco. After starting his HR career in Wells Fargo's college recruiting department, he moved on to HR management positions in the banking and high-tech consulting industries. With his experience as a well-rounded senior HR generalist, his 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 6 of 30 August 25,2010 education in business and teaching, and his vast experience with public sector HR programs and functions, Georg's contribution to K&A's variety of projects greatly complements our consulting team. Georg joined K&A in 2000 and has been the firm's Chief Executive Officer since 2005. Georg is assigned as the Project Director for this study to ensure close coordination of client needs throughout the project. Georg will be involved with all steps of the process, will attend all meetings with the City, and will be the primary point of contact for the entire study. Catherine Kaneko, CPA,PHR President Catherine brings twenty (20)-years of management level human resources experience to Koff & Associates, Inc., both as a human resources director and as a management consultant in the hi-tech industry as well as the public sector. She has extensive experience in compensation including equity plans and performance incentive programs, survey design and reporting, recruitment in both the public and private sector; staffing; classification and job analysis; compensation and job evaluation techniques, employee relations, retention strategies, infrastructure development; coaching; policy and procedure development; mergers and acquisitions; change management and employee training. With a Bachelor in Business Administration, Catherine started her career as a Certified Public Accountant (CPA) in an international accounting/consulting firm. She transitioned into Human Resources within the firm to become the Human Resources Director of the San Francisco office. She then moved into the hi-tech industry where she served in leadership positions for high-growth, startup, and organizations in transition. Her primary focus in recent years has been in classification, compensation, and recruitment services in the public sector. Catherine's experience provides a broad knowledge of human resource management within diverse organizations. Her background provides her a strong ability to understand the big picture, identify problems and solutions, and effectively implement them. Her skill set complements our current consultant base with additional levels of service areas. Catherine will provide consultant support throughout the study, including employee orientation meetings, employee and management interviews and desk audits, classification development, compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Gail Koff Managing Director Gail Koff, Principal of Koff & Associates, Inc. for 21 years and now the Managing Director, has over thirty-five (35) years of human resource management experience, most 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 7 of 30 August 25,2010 of which have been serving the needs of public agencies. Gail's prior experience, after receiving her degree from Boston University, includes serving as the Personnel Director for one of California's largest sanitary districts, Central Contra Costa Sanitary District as well as the Personnel Director for the California College of Arts and Crafts. She has spent twenty-one (21) years in her own firm providing consulting assistance to cities, counties and special districts (housing, transit, water, wastewater, hospital, school, community service, air quality management, fire, etc.). She specializes in strategic development; labor/management issues; classification and job analysis; compensation design and pay for performance strategies; executive search; employee handbooks and policy direction; performance management; and organizational efficiency issues. Gail is familiar with the unique problems of public agencies and has worked extensively with publicly elected Councils, Boards, Commissions, numerous unions, and management and employee groups. Gail works closely with the staff throughout the entire process to ensure success. She is actively engaged throughout the study's progress to ensure quality control, timeliness, and meeting client expectations. Jeremy Hannah, SPHR Project Manager Jeremy earned his bachelor's degree in Psychology with a minor in General Management from California State Polytechnic University, Pomona, and obtained his Master of Science in Industrial/Organizational Psychology from San Francisco State University. After working for five (5) years in a management capacity in private organizations, Jeremy moved into the public sector to work for the California Public Utilities Commission performing job analysis, designing selection examinations, conducting employee opinion surveys, developing human resource selection examinations, and developing human resource management processes. 4 With Koff & Associates, he has built upon his extensive data gathering and analysis experience working on classification and/or compensation studies for many of our public agency and special district clients, including the Cities of Santa Rosa, San Ramon, Soledad, Eureka, Poway, Orange, Bellflower, La Canada Flintridge, Perris, Coachella, Twentynine Palms, and the County of Merced, as well as, the San Diego Housing Commission, San Diego County Water Authority, Community Redevelopment Agency of the City of Los Angeles, Ventura Regional Sanitation District, Orange County Sanitation District, South Coast Water District, Lake Arrowhead Community Services District, Delta Diablo Sanitation District, and Truckee Donner Public Utility District. He has also assisted in researching and designing performance management systems and pay-for-performance programs for various public agencies, an emerging trend in the public sector. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 8 of 30 August 25,2010 Jeremy currently heads up our satellite office in Southern California (Anaheim), which has been established to provide more direct service to all of our clients in that area. Jeremy will provide consultant support throughout the study, including employee and management interviews and desk audits, classification development, compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Alyssa Uchimura Project Manager Alyssa earned her bachelor's degree in Psychology with a minor in Sociology- Organization Studies from the University of California, Davis and is currently working on her PhD in Organizational Psychology from Alliant International University. She brings with her over six (6) years of human resources experience in compensation data gathering and analysis, classification analysis and development, performance management, affirmative action program development, and recruitment. Alyssa also has experience in designing and conducting quantitative and qualitative research studies. Since joining the firm, Alyssa has worked on close to fifty (50) classification, compensation, recruitment, and other special human resources projects. She has worked on classification and/or compensation projects for various clients, such as the Cities of Palo Alto, Campbell, Ione, Newman, Pismo Beach, Poway, Orange, and the Town of Apple Valley, as well as the Dublin San Ramon Services District, Berkeley Unified School District, South Tahoe Public Utility District, Truckee Donner Recreation and Park District, San Diego Housing Commission, Housing Authority of the County of San Bernardino, and the County of Tehama. She has also participated in several recruitment efforts for various positions ranging from entry-level to executive management. Alyssa has participated in various special projects like conducting exit interviews, retirement benefits studies, and human resources audits. M Alyssa will provide consultant support throughout the study, including employee and management interviews and desk audits, classification development, compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Milana Targan Project Manager Milana earned her bachelor's degree in Psychology with a minor in Business Administration from the University of San Francisco and obtained her Master of Science degree in Industrial/Organizational Psychology from San Francisco State University where she gained valuable experience in conducting employee surveys and gathering and analyzing qualitative and quantitative data. She brings with her over seven (7) years of human resources and project management experience in classification development, 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 9 of 30 August 25,2010 compensation data gathering and analysis, recruitment, job analysis, entrance and promotional exam development, and performance management. Milana's experience includes working for a human resources consulting firm with a specialty in affirmative action as well as working for the California Public Utility Commission conducting job analyses, classification and examination development, and human resources management program design. Since joining K&A, Milana has been actively engaged in classification and/or compensation studies for the Cities of San Ramon, Pleasanton, Paso Robles, Eureka, Rocklin, Tulare, Poway, Mission Viejo, Orange, Huntington Beach, Coachella, Tigard (OR), and Soledad, as well as, the San Diego Housing Commission, San Diego County Water Authority, Community Redevelopment Agency of the City of Los Angeles, LINC Housing Corporation, San Francisco Housing Authority, and has managed classification and/or compensation studies for our special district and non-profit clients such as Orange County Sanitation District, UCLA, Delta Diablo Sanitation District, Alameda County Transportation Improvement Authority, Castro Valley Sanitary District, Stanislaus Council of Governments, Health Plan of San Mateo, Solano County Water Agency, Nipomo Community Services District, Solano Transportation Authority, and Amador Water Agency. Milana also directs many of our executive search and recruitment activities for both our public and private sector clients, as well as managing some of our special studies and projects such as recruitment and retention strategies, voluntary termination analyses, and succession planning. Milana will provide consultant support throughout the study, including employee and management interviews and desk audits, classification development, compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Sarah Haskell Firm Associate Sarah obtained her bachelor's degree in Psychology from the University of California, Santa Barbara, and pursued her Master of Science Degree in Industrial/Organizational Psychology from San Francisco State University. After three (3) years of providing corporate sales and customer service training in the retail and restaurant industries, Sarah shifted gears to work in Human Resources for several public sector organizations, including the California Highway Patrol and Alameda County Superior Court. Her experience in job analysis, classification, compensation, and recruitment made her a natural choice for K&A's growing team. Since Sarah joined Koff & Associates, she has worked on classification and/or compensation studies for the Cities of Twentynine Palms, Pismo Beach, and Patterson, 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 10 of 30 August 25,2010 as well as, special districts such as Orange County Sanitation District, Mid-Peninsula Water District, San Ramon Valley Fire Protection District, StopWaste.org, Solano Transportation Authority, and the City of Monterey's Police and Fire Departments. Sarah has also been responsible for recruitments for Central Marin Sanitation Agency as well as for Sanitary District Number 5 of Marin County. Kathy Crotty Administrative Assistant Kathy is our resident data entry, office administrative, and technical "guru." She will be heavily involved with the technical aspects of the project and assist our professional staff at each phase of the project. FIRM'S REFERENCES The following is a list of current references on completed projects. City of Perris Contact: Ms.Isabel Lugo Comprehensive classification and total Human Resources and Risk Manager compensation study completed June 2007. Phone: (951) 943-6100 We have also provided professional Human E-mail: ilugo@cityofperris.org Resources support services since 2008 (most 101 N. D Street recent project completed August 2010). Perris, CA 92570 City of Orange Contact: Mr. Michael Harary Comprehensive classification study Assistant Human Resources Director completed February 2009. Phone: (714) 744-7257 Total compensation study currently on hold. E-mail: mharary@cityoforange.org 300 E. Chapman Avenue Orange, CA 92866 Housing Authority of the County of San Contact: Carlene Friesen Bernardino Director of Strategy and Human Resources Comprehensive total compensation study Phone: (909) 890-0644 Ext. 2487 completed April 2010. E-mail: cfriesen@hacsb.com Created and implemented a pay for 715 East Brier Drive performance program in August 2010. San Bernardino, California 92408 City of Poway Contact: Ms. Tina White Comprehensive classification and total Assistant City Manager compensation study completed November Phone: (858) 668-4501 2008. E-mail: twhite@poway.org 13325 Civic Center Drive Poway, CA 92064 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 11 of 30 August 25,2010 City of Bellflower Contact: Ms. Susan Crumly Total compensation study completed April Human Resources and Risk Manager 2007. Phone: (562) 804-1424 ext. 2246 E-mail: scrumly@bellflower.org 16600 Civic Center Drive Bellflower, CA 90706 City of Coachella Contact: Steve Brown Comprehensive classification and total Assistant City Manager compensation study completed October Phone: (760) 398-3502 2008. E-mail: sbrown@coachella.org 1515 Sixth Street Coachella, CA 92236 City of La Canada Flintridge Contact: Mr. Kevin Chun Comprehensive classification and total Director of Administrative Services compensation study completed July 2009. Phone: (818) 790-8880 E-mail: kchun@lcf.ca.gov 1327 Foothill Boulevard La Canada Flintridge, CA 91011 City of Mission Viejo Contact: Mr. Irwin Bornstein Comprehensive classification and total Assistant City Manager/Director of compensation study completed June 2006. Administrative Services Phone: (949)470-3000 E-mail: iornstein@cityofinissionviejo.org 200 Civic Center Mission Viejo, CA 92691 Additionally,we have completed similar types of studies for the following agencies: Cities Special Districts City of Capitola Alameda County Transportation Improvement City of Citrus Heights Authority City of El Cerrito Alameda County Waste Management Authority City of Emeryville Amador Water Agency City of Eureka Bay Area Water Supply& Conservation Agency City of Fortuna Butte Air Quality Management District City of Galt Carmel Area Wastewater District City of Hayward Castro Valley Sanitary District City of Indian Wells Central Marin Sanitation Agency City of lone Contra Costa Transportation Authority City of Lynwood Delta Diablo Sanitation District City of Madera Dublin San Ramon Services District City of Malibu Heritage Ranch Community Services District 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 12 of 30 August 25,2010 City of Monterey Ironhouse Sanitary District City of Napa Lake Arrowhead Community Services District City of National City Mid-Peninsula Water District City of Newman Monterey Regional Waste Management District City of Paso Robles Napa Sanitation District City of Patterson Nipomo Community Services District City of Piedmont Ojai Valley Sanitary District City of Pinole Orange County Sanitation District City of Pismo Beach Palos Verdes Library District City of Pleasanton Peninsula Traffic Congestion Relief Alliance City of Richmond Ross Valley Sanitary District City of Rocklin Salinas Valley Solid Waste Authority City of Sacramento San Diego County Water Authority City of San Luis Obispo San Francisco County Transportation Authority City of San Ramon San Ramon Valley Fire Protection District City of Santa Rosa Sausalito—Marin City Sanitary District City of Soledad Solano County Water Agency City of Tigard, OR Solano Transportation Authority City of Tracy South Coast Water District City of Tulare South Tahoe Public Utility District City of Twentynine Palms Stanislaus Council of Governments City of Walnut Creek State Water Contractors Town of Apple Valley Tiburon Sanitary District Town of Danville Truckee Donner Public Utility District Truckee Donner Recreation and Park District Counties Truckee Sanitary District County of Butte Ventura Regional Sanitation District County of Contra Costa County of Marin Housing/Redevelopment/Economic County of Merced Development F County of Placer Community Redevelopment Agency of the City of County of Tehama Los Angeles Housing Authority of the County of San Bernardino Education Jamboree Housing Authority Berkeley Unified School District LINC Housing Compton Community College District San Diego Housing Commission STUDY APPROACH AND METHODOLOGY This section of the proposal identifies the actual work scope. We believe that our detailed explanation of methodology and work tasks clearly identifies our approach and comprehensiveness. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 13 of 30 August 25,2010 Our approach is to complete the classification review before completing the compensation study. The reasons for this include: ➢ The description of the work performed and the requirements for that work are, in the minds of the employees and their supervisors, inextricably associated with the "worth of that work" or compensation, which is often a highly emotional issue. Separating the two phases of the study, even though elements of both phases may be conducted concurrently,tends to produce more objective classification results. ➢ The compensation review will be completed when there is a full understanding of the work of the City, thereby ensuring that the data developed from comparator agencies and classes is accurate. Given these parameters, our approach would be as follows: PHASE I: CLASSIFICATION STUDY A. INITIAL DOCUMENTATION REVIEW/MEETING WITH STUDY PROJECT TEAM/ HUMAN RESOURCES STAFF This phase includes identifying the key client project team (Human Resources, Senior Management, and/or other staff, as appropriate), contract administrator, and reporting relationships. Our team will conduct an orientation and briefing session with the study project team to explain process and methodology; create the specific work plan and work schedule; identify subsequent tasks to be accomplished; reaffirm the primary objectives and specific end products; determine deadline dates for satisfactory completion of the overall assignment; determine who will be responsible for coordinating/scheduling communications with employees and management; and develop a timetable for conducting the same. Included in this task will be the gathering of written documentation, identifying current incumbents, and assembling current class descriptions, organizational charts, salary schedules, labor/association agreements, budgets, personnel policies, and any other relevant documentation to gain a general understanding of City operations. In order to understand and identify specific classification, compensation, and overall organizational issues, we will meet with Human Resources and Senior Management. This meeting will identify study processes to be used and issue areas that require specific focus. City terminology and methods of current classification and compensation procedures, as well as the written questionnaire instrument for the classification study that will be used in the job analysis phase will be reviewed and agreed to. We will discuss methodology and agree to a class description, as well as, compensation format and identify appropriate comparator agencies and benchmark classifications for compensation survey purposes. We will respond to questions. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 14 of 30 August 25,2010 B. ORIENTATION MEETINGS WITH EMPLOYEES AND DISTRIBUTION OF POSITION DESCRIPTION QUESTIONNAIRE We will facilitate orientation meetings/briefing sessions with employees, supervisors, and department heads and distribute the Position Description Questionnaire (PDQ)to start the classification portion of the study. While these meetings may not be mandatory, they are highly recommended, as they form the beginning of the educational process that continues throughout the study. We will discuss the importance of the employees' involvement in the study and their participation in PDQ completion and job analysis interviews. Project processes will be explained, expectations will be clarified, and elements that are not a part of the study will also be covered. Questions will be answered and a detailed explanation and examples for completing the PDQ will be given. C. POSITION DESCRIPTION QUESTIONNAIRE COMPLETION&REVIEW The position description questionnaire will be discussed with Human Resources staff and customized as needed to meet the study objectives. PDQs shall be handed out with the incumbent's current class description attached to the questionnaire so employees can use this as a tool for completing the questionnaire. We recommend giving employees in the same classification the option of collaborating on completing a PDQ together, if the employees so choose. At the same time, we will invite employees to complete an individual PDQ if they prefer and if they want to be interviewed separately. Although we provide an electronic version of our questionnaire so that employees can more easily complete it, we require a hardcopy with signatures affixed before we can begin the evaluation process. Employees complete the questionnaire and then send it to their supervisor/manager for review, comment, and signature. + Upon receipt of the PDQs in our office, they will be reviewed and analyzed in detail along with other documentation. D. EMPLOYEE/SUPERVISORY/MANAGEMENT INTERVIEWS Interviews will be scheduled with employees. Because this is a critical step in the information-gathering and educational process, we recommend scheduling interviews with at least a representative sample of employees in each classification. Typically, we employ the following approach and interview: ➢ All employees in single-position classifications; ➢ An adequate sampling of employees in multiple-position classifications; and ➢ Any employee who requests an interview. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 15 of 30 August 25,2010 We will offer employees the option to be interviewed in a focus group session with incumbents in the same classification or to request an individual interview if they prefer. We recommend individual interviews only if the employee wants to discuss certain issues (e.g., out of class responsibilities, etc.) in privacy with the consultant. Interviews will then be held with supervisory and management staff, who will clarify their own responsibilities and/or confirm the information we have received in the interviews with their staff(we allow more time for these interviews). The purpose of the interviews is to clarify and supplement the questionnaire data and to respond to potential perception differences regarding roles, tasks, scope, and supervisory responsibilities. The appropriateness of the following will be assessed: ➢ Work being completed and relationships of positions to each other within a division/department as well as across the organization. ➢ Classification structure and reporting structure. E. CLASSIFICATION CONCEPT/PRELIMINARY ALLOCATION DEVELOPMENT Prior to developing detailed class descriptions and allocation lists, a classification plan concept document will be submitted to the City for review and approval. We will compare changes in business need and operations, as well as any re-organizations, with the established classification system and job families across the organization, as well as,review internal relationships between classifications across department lines. This document will list broad class concepts and highlight where significant changes may be recommended, such as expanding or collapsing class series in the same functional area and/or separating or combining classifications assigned to different functional areas. We will review and analyze current classification series, the number of classifications and classification levels, and career ladders. We will also review and update established titling guidelines for the studied classifications for appropriate and consistent titling. A detailed, incumbent-specific allocation list for each position included in the study will be prepared, specifying current and proposed classification title and the impact of our recommendations (reclassification,title change, or no change). After we have completed this process, a meeting will be arranged to review the classification plan structure with the study project team. F. DRAFT CLASS DESCRIPTION DEVELOPMENT/UPDATE After preliminary approval of the class concepts and allocation lists, new and/or updated class descriptions will be developed for each proposed classification, following the format approved by the City. We have a standard classification format but are flexible to use the format preferred by the City. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 16 of 30 August 25,2010 From the review of the PDQs and employee interviews, we will update duties, responsibilities, and minimum qualifications of each class specification, as necessary, or develop new class specifications if duties, responsibilities, and minimum qualifications have changed significantly. We also recommend new classifications/class levels, and/or operational changes, business needs, and any re-organizations requiring new classifications. We will review, analyze, and update knowledge, skills, abilities, education and experience relevance and hierarchical consistency, position definitions, purpose, distinguishing characteristics, supervision received and exercised, position duties, and special requirements including licensing and certification requirements. We will also review and update the physical demands based on the essential job functions of each classification in accordance with the ADA regulations. Finally, we will review each classification's essential job functions and determine exempt vs. non-exempt status in accordance with"white collar" exemptions under FLSA. G. DRAFT CLASS DESCRIPTION REVIEWANFORMAL APPEAL PROCESS A draft copy of the revised/new class description with allocation recommendation will be submitted to each manager, supervisor, and employee to give them an opportunity to provide comments and concerns regarding any modifications to the class specification. Our experience has been that this is one of the most critical phases of the project(but also one of the most time-consuming). Our proactive and effective communication process at this crossroad has always avoided formals appeal, adversarial meetings, or major conflicts at the conclusion of the study. Each employee will receive a memorandum from us outlining what has been ` accomplished, how to best review the draft classification specification that will be attached, and how to provide feedback to us. Supervisors and managers receive a copy of their own draft classification specification, as well as, those of their employees'. Supervisors and managers will be asked to review their employees' comments and feedback to verify and concur with the information provided. Ideally, we will schedule several employee meetings so that we can walk employees through the classification process (as a reminder of what we discussed with them during the orientation sessions), explain the various steps of the process, describe how we used the information they shared with us during the data gathering process, describe the work product that they are receiving in draft format, and continue the educational process of the study. At this juncture, employees.can ask for clarification and raise any concerns or issues they may have. Finally, our memos with the draft class specifications attached will be disseminated to each employee. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 17 of 30 August 25,2010 Each memo will have two options for the employee's signature: one line is reserved for employees who have read and agree with their draft class description; the other line is reserved for employees who have read the draft class description and disagree with certain parts, want to make changes, want to add or delete information, or have general questions about the descriptions and/or the process. Employees shall submit their written concerns (via their supervisor/manager) to our office. While employees may not always agree with our recommendations, they have a "second chance" to ensure that they have been heard and to continue the educational process regarding why specific recommendations were made. Significant employee comments will be reviewed with management prior to making any significant changes to the proposed class plan. These discussions may be by e-mail, telephone, or additional direct personal contact with employees, depending upon the extent of the response. Allocation and/or class description changes will be made as required and the class specifications will be finalized and submitted for approval. All employees who submitted their comments during the review process will be notified in writing regarding the outcome of their concerns. H. FINALIZE CLASSIFICATION PLAN/DRAFT INTERIM REPORT/FINAL REPORT Volume I (Draft Interim Report of the Classification Study) will be completed and submitted to the City for review and comment. The report will contain a classification procedure manual, including documentation regarding study goals and objectives, classification methodology, approach, and process, as well as, all findings, analysis, and resulting recommendations. The recommended allocation list, classification title changes, job family and career growth issues, and other factors will all be included. Classification concepts and guidelines, as well as, distinguishing characteristics and other pertinent information for implementation and continued maintenance of the Plan will be detailed. A complete set of the classifications will also be enclosed in the Final Classification Report. Finally, we will provide comprehensive training to Human Resources and other key staff enabling them to maintain the recommended classification plan. Once we have received the City's comments regarding the Draft Interim Report and have made any necessary changes, a Final Classification Report will be developed. PHASE II: COMPENSATION STUDY A. IDENTIFY COMPARATOR AGENCIES, BENCHMARK CLASSIFICATIONS, AND BENEFITS TO BE COLLECTED 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 18 of 30 August 25,2010 During the initial meeting with the study project team, we will discuss the compensation study factors that need to be agreed upon. We will identify appropriate comparator agencies, benchmark classifications, and benefits data that will be included in the study. 1. Determination of Comparator Agencies The selection of comparator agencies is considered a critical step in the study process. Using the following factors to identify appropriate comparators, we will receive approval before proceeding with the salary survey. Our recommended methodology is that we involve the City Council, as well as the Project Team, employees, and management, in the decision-making process of agreeing as to which agencies are included, PRIOR to beginning the study. Our experience has shown that this is the most successful approach. The factors that we review when selecting and recommending appropriate comparator agencies include: ➢ Organizational type and structure — While various public agencies may provide overlapping services and employ some staff having similar duties and responsibilities, the role of each organization is somewhat unique, particularly in regard to its relationship to the citizens it serves and level of service expectation. ➢ Similarity of population served, agency demographics, agency staff, and operational and capital improvement budgets—These elements provide guidelines in relation to resources required (staff and funding) and available for the provision of services. ➢ Scope of services provided — While having an organization that provides all of the services at the same level of citizen expectation is ideal for comparators, as long as the majority of services are provided in a similar manner, sufficient data should be available for analysis. h ➢ Labor market — The reality of today's labor market is that many agencies are in competition for the same pool of qualified employees. No longer do individuals necessarily live in the community they serve. Therefore, the geographic labor market area (where the agency may be recruiting from or losing employees to) will be taken into consideration when selecting potential comparator organizations. ➢ Cost of living—The price of housing and other cost-of-living related issues are some of the biggest factors in determining labor markets. We will review overall cost of living of various geographic areas, median house prices, and median household incomes to determine the appropriateness of various potential comparator agencies. We typically recommend using ten to twelve (10-12) comparator agencies for all classifications in an organization, but we are flexible to use a different model based on the City's preference. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 19 of 30 August 25,2010 2. Determination of Benchmark Classifications In the same collaborative manner as described above in Step 1, the classes to be surveyed will be determined. Again, all parties prior to commencement of the data-gathering process should reach consensus. "Benchmark classes" are normally chosen to reflect a broad spectrum of class levels. In addition, those that are selected normally include classes that are most likely to be found in other similar agencies, and therefore provide a sufficient valid sample for analysis. Internal relationships will be determined between the benchmarked and non- benchmarked classifications and internal equity alignments will be made for salary recommendation purposes. Because we find that the labor market typically yields reliable data, we recommend using about 60%-65% of all classifications as benchmarks but are flexible to use a different model. 3. Determination of Salary and Benefits Data to Be Collected In addition to base salaries, benefit data elements for a total compensation study normally include at least the following, (which are generally available to all staff in a specific job classification). Shown below are descriptions of those benefits that we normally collect (which can be modified to include any other information the City desires): ➢ Monthly Salary — The top of the normal, published salary range. All figures are presented on a monthly basis. We normalize the salary data to reflect working hours and/or"spiking" of PERS benefits. ➢ Employee Retirement — This includes two figures: the amount of the California Public Employees' Retirement System (PERS) or other public or private retirement contribution that is contributed by the agency and the amount of the agency's Social Security contribution. Many agencies have enhanced their PERS/alternative retirement program and we collect and document these costs also. With healthcare cost rising and retiree healthcare and Other Post Employment Benefits (OPEB) liabilities increasing for many public agencies,we often are asked to collect this type of information as well. However, we typically do not roll this cost into our total compensation analysis but report it separately by merely describing what the policies/liabilities are for each agency. ➢ Insurance — This component typically includes Health, Dental, Vision, Life, Long- Term Disability, Short-Term Disability, Employee Assistance Program (EAP), and other insurance coverage. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 20 of 30 August 25,2010 ➢ Leave— Other than sick leave, which is usage-based, leave is the amount of days off for which the organization is obligated. All days will be translated into direct salary costs. • Vacation — The number of vacation days available to all employees after five (5) years of employment. • Holidays—The number of holidays (including floating) available to the employee on an annual basis. • Administrative/Personal Leave — Administrative leave is normally the number of days available to management staff to compensate for the lack of payment for overtime. Personal leave may be available to other groups of employees to augment vacation or other time off. ➢ Automobile—This category includes either the provision of an auto allowance or the provision of an auto for official and/or personal use. ➢ Deferred Compensation — This is any deferred compensation provided to all members of a classification, either as an employer matching contribution or as a straight dollar or percentage contribution. ➢ Other— This category includes any other benefits that are available to all employees within a classification and not already specifically detailed. B. DATA COLLECTION Our firm does not collect market salary data by merely sending out a written questionnaire. We find that such questionnaires are often delegated to the individual in the department with the least experience in the organization and given a low priority. We conduct all of the data collection and analysis ourselves to ensure validity of the data and quality control. This approach also ensures that we compare job description to job description and not just job titles, therefore ensuring true "matches" of at least 70%, which is the percentage we use to determine whether to include a comparator classification or not. Our job analysis method is the whole position analysis approach. Objective factors in the whole position classification methodology include: 1. Education, Training, and Certifications/Licenses 2. Experience 3. Problem Solving/Ingenuity 4. Attention/Stress (Concentration/Time Pressure&Interruptions) 5. Independence of Action/Responsibility 6. Contacts with Others Internal/External 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 21 of 30 August 25,2010 7. Supervision Received and/or Given to Others 8. Consequences of Action/Decisions Made on the Job 9. Working Conditions 10. Physical/Mental Demands Our analysis will include written documentation of our assessment methodology and assessment for each position surveyed. From each comparator agency, we collect classification descriptions, organization charts, salary schedules, personnel policies, Memorandum of Understanding (MOU), and other information via website, by telephone, or by an onsite interview. With the prior knowledge from the data gathered from each comparator agency and our experience in the public sector human resources field, our professional staff makes preliminary "matches" and then schedules appointments by telephone, and sometimes in person, with knowledgeable individuals to answer specific questions. We find that the information collected using these methods has a very high validity rate and is generally substantiated before employees, employee representation, as well as governing bodies. C. ANALYSIS AND PRELIMINARY DATA REVIEW Data will be entered into spreadsheet format designed for ease of interpretation and use. The information will be presented in a format that will identify the comparator positions used for each classification comparison. Information will be calculated based upon both average and median figures allowing the City to make informed compensation decisions. Other elements of the compensation survey report are: ➢ Agencies surveyed; ➢ Comparable class titles; ➢ Salary range maximum/control point; ' ➢ Number of observations; and ➢ Percent of the City's salary range above/below the market average/median value. In addition, we can include any type of statistical representation and analysis that the City desires based on its current compensation policies, i.e., 60fl', 70th, or other percentile, etc. D. DRAFT COMPENSATION FINDINGS/ADDITIONAL ANALYSIS/PROJECT TEAM MEETING We distribute our draft findings to the City. After the City's preliminary review, K&A will meet with the study project team and other stakeholders to clarify data, to receive requests for reanalysis of certain comparators, and to answer questions and address concerns. This provides an opportunity for the study project team and other stakeholders to review and question any of our recommended benchmark comparator matches. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 22 of 30 August 25,2010 Depending on the City's preference, this process can be structured similarly to the informal appeals process for the classification portion of the study. We are flexible to meet with employee groups, disseminate the compensation information with an explanation in memo format attached, and receive written comments from employees (via their supervisor/manager)to our office. If questions arise, we conduct follow-up analysis to reconfirm our original analysis and/or make corrections as appropriate. E. INTERNAL RELATIONSHIP ANALYSIS/INTERNAL ALIGNMENT To determine internal equity for both market-driven and non-benchmarked positions, considerable attention will be given to this phase of the project. We will develop an internal position hierarchy based on the "whole position" classification methodology as described above in Section B. By reviewing those factors, we will analyze current internal alignments and make recommendations regarding vertical salary differentials between classes in a class series, as well as across the organization. This analysis will be integrated with the results of the compensation survey. The ultimate goal of this critical step of the process is to address any potential internal equity issues and concerns with the current compensation system, including compaction issues between certain classifications. We will create a sound and logical compensation structure for the various levels within each class series, so that career ladders are not only reflected in the classification system but also in the compensation system, with pay differentials between levels that allow employees to progress on a clear path of career growth and development. Career ladders will be looked at vertically, as well as, horizontally to reflect the classification structure that was developed during the classification phase of the study. M F. SALARY STRUCTURE&RECOMMENDATION DEVELOPMENT Depending on data developed as a result of the internal analysis, we will review and make recommendations regarding internal alignment and the salary structure (set of salary ranges, salary differentials, steps within ranges, and/or alternative compensation plans) within which the classes are allocated, based upon the City's preferred compensation model. Draft recommendations will be discussed with Human Resources and Senior Management prior to developing an Interim Report. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 23 of 30 August 25,2010 G. PREPARATION OF DRAFT FINAL AND FINAL REPORT AND DELIVERABLES Volume II (Draft Interim Report of the Compensation Study) will be completed and submitted to the City for review and comment. The report will provide detailed compensation findings, documentation, and recommendations. The report will include the following information: ➢ A set of all market data spreadsheets; ➢ A proposed Salary Range/Plan document; ➢ Any alternative compensation plans identified; ➢ Implementation issues and cost projections surrounding our recommendations; and ➢ A detailed methodology for continued implementation and maintenance of the Plan. All elements detailed in the "Deliverables" section (below) will be included. We will be available to conduct an in-depth review of the draft compensation report with Human Resources staff and/or the study project team. Any needed corrections, clarifications, or modifications will be discussed at this time. This will include comprehensive training for Human Resources and other key staff, as necessary. Once all of the City's questions/concerns are addressed and discussed, a Final Classification and Compensation Report will be created and submitted in bound format. The Final Report will incorporate any appropriate revisions identified and submitted during the review of the draft report. H. PARTICIPATION IN A FORMAL APPEAL PROCESS Should the City have a formal appeal process regarding the allocation of positions to classifications and of classifications to salary ranges, this proposal does not cover time ` regarding a formal appeal process (the informal appeal process is identified in G [classification] and D [compensation] above). Should our on-site participation be desired, our stated composite hourly rate will be honored. As mentioned above,however, our internal process usually addresses most of the appeal issues. I. FINAL PRESENTATION TO THE CITY COUNCIL AND/OR PROJECT TEAM Our proposal includes multiple meetings and weekly oral and written status/progress updates to the study project team and Human Resources staff. Regarding the involvement of the City Council, we recommend at least one initial meeting to review the comparator agencies, benchmark classifications, and benefits data to be included in the study, one interim study session (to -discuss the initial findings of the compensation study), and one final presentation of our Final Report. Of course, we are flexible to have more or less interaction with the City Council, based on your preferences. Each agency 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 24 of 30 August 25,2010 we work with is different in this regard and we will easily adapt to your preferred approach. POST-IMPLEMENTATION CONSULTATION AND SUPPORT We are committed to providing the City with the highest-quality product and service. Providing ongoing consultation and support after study implementation is a service that is included in our professional fees and a continued relationship building aspect of our client relationship that we highly value. Often times, we find that clients will call or e-mail with follow-up questions and to discuss certain aspects of the study, why decisions and recommendations were made, and other important components of the study. We consider post-implementation support as part of our customer service. Should the City request any additional onsite meetings and/or training after implementation of the study and/or other specific, identifiable work efforts, such as position reclassification studies or creating new class descriptions, we would honor our composite hourly rate for actual hours spent at the City. However, from experience, we expect that most follow-up support will be conducted via telephone and e-mail and this is absolutely included in our total lump sum fee for this project. DELIVERABLES Volume I—Classification ➢ Complete position description questionnaire form for City employees to complete as part of the classification analysis; ➢ A summary classification study document that outlines study processes, concepts, and overall areas of concern to the City (such as consolidation of classes, internal alignment,reclassification issues, etc.); ➢ Detailed classification plan and allocation recommendations that will determine definitive class series and career ladders, including the impact of our recommendations for incumbents; ➢ New and updated class specifications for all study positions that are up-to-date, accurate, legally compliant, and provide for organizational growth and career development and mobility; and ➢ Classification manuals including a description of class concepts and other pertinent information regarding the administration, implementation, and maintenance of the new classification plan. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 25 of 30 August 25,2010 Volume II—Compensation ➢ A summary of and detailed compensation findings in spreadsheet format with recommendations for an overall compensation salary step and range plan; ➢ Internal relationships and market compensation data will be outlined for each class so that future equity relationships between classes can be continued; ➢ Implementation recommendations for achieving compensation goals within a reasonable timeframe and the economic and political limitations of the City, including practical implementation alternatives for the installation of the updated compensation approaches, salary cost projections,timing options, and other transitional plans; and ➢ Provision of recommended implementation and maintenance of the updated compensation plan. Throughout the Study ➢ Extensive communication with the study project team, Human Resources staff, City management, employees, and others; and ➢ At least, five (5) copies of the Final Report and one electronic version of all of the classifications and market salary data and spreadsheets created on email or disc in WORD and EXCEL format. STAKEHOLDER TOUCH-POINTS As mentioned earlier in this proposal, we believe in a high level of stakeholder contact and interaction to ensure organizational buy-in of the study throughout the entire process. The following are the major milestones at which we touch base with Human Resources, + employees, managers, and other stakeholders, as appropriate: ➢ Initial study kick-off and employee/management orientation meetings; ➢ Employee and management interviews/desk audits; ➢ Employee, management, and Human Resources review of draft class descriptions; ➢ Contact with employees and management to address final classification issues; ➢ Stakeholder input regarding a list of appropriate comparator agencies; ➢ City/stakeholder review of compensation study data and contact with them to address any challenges to the market comparables we identified for each classification; ➢ Stakeholder input on internal salary relationship analysis and recommendations; and ➢ Stakeholder input regarding final compensation plans and structure recommendations. 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 26 of 30 August 25,2010 These steps will ensure that the study results in a product that is accepted and trusted by all levels within the organization — employees through to the City Council. Beyond sound mechanics, our approach includes sufficient communication steps to ensure that the study methodology is understood and the results are regarded as expert, impartial, and fair. EXPECTATIONS OF CITY SUPPORT In order to conduct this study in the most timely and cost-effective manner, we ask for support in the following areas: ➢ Timely provision of written documentation, such as current class specifications, MOUs, organizational charts, budget documents, requests for audits, past salary studies, etc.; ➢ Assistance in the notification and scheduling of orientation and other meetings and the provision of adequate interview space; ➢ Assistance in the compilation of current descriptions with the position description questionnaire; collecting and forwarding questionnaires; and in ensuring that materials are complete and returned in a timely manner; ➢ Assistance in scheduling study project team, management, employee, and other meetings; and ➢ Meeting agreed to timelines. In terms of time commitment for City staff, it is our expectation that the City hires an outside consultant to conduct the entire effort. It is our goal to reduce the time commitment of City staff as much as possible and to only request assistance in the coordination of some of the steps in the process, such as scheduling employee orientation meetings, duplicating position description questionnaires, scheduling employee interviews/desk audits, disseminating information, and in general, be a channel of communication between our firm and employees. PROJECT SCHEDULE Our professional experience is that classification and compensation studies of this scope and for this size organization take approximately four (4) months to complete, allowing for adequate position description questionnaire completion, interview time, classification description development, compensation data collection and analysis, review steps by the City, the development of final reports, any appeals, and presentations. The following is a suggested timeline based on the assumption that the work would begin around October 1, 2010. Of course, we are flexible and are available to start immediately, if preferred: 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 27 of 30 August 25,2010 Date of Completion PHASE I: Classification Study 2010/2011 A. Initial Document Review/Meetings with Study Project Team and Immediately upon Human Resources Staff contract award B. Orientation Meetings with Employees and Distribution of PDQ Immediately upon contract award C. Position Description Questionnaire Completion&Review 3 weeks from initial meetings D. Employee/Supervisor/Management Interviews 4 to 5 weeks from initial meetings E. Classification Concept/Preliminary Allocation Development 6 weeks from initial meetings F. Draft Class Description Development/Update 7 to 12 weeks from initial meetings G. Draft Class Description Review/Informal Appeal Process 12 to 13 weeks from initial meetings H. Finalize Classification Plan/Draft Interim Report/Final Report 14 to 15 weeks from initial meetings PHASE H: Compensation Stud A. Identify Comparator Agencies,Benchmark Classes,and Benefits Initial Meeting B. Compensation Data Collection 12 to 13 weeks from initial meetings C. Analysis and Preliminary Data Review 12 to 13 weeks from initial meetings D. Draft Compensation Findings/Additional Analysis/Project Team 14 weeks from initial Meeting meetings E. Internal Relationship Analysis/Internal Alignment 15 weeks from intitial meetings F. Salary Structure& Implementation Recommendation 15 weeks from initial Development meetings V G. Development of Draft Final and Final Report and Deliverables 16 weeks from initial meetings H. Formal Appeal Process * As needed I. Final Presentation to the City Council and/or Project Team As Scheduled PROPOSED PROJECT COSTS We have found that, often times, our proposals address a very high level of time commitment, which sometimes results in a higher proposal cost. We believe that our methodology and implementation success rate is attributable to the significantly greater level of contact we have with the City's study project team, governing body, employees, and management. The time we commit to working with the employees (i.e. study project team meetings, orientations and briefings, meetings with employees via personal 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 28 of 30 August 25,2010 interviews, informal appeals process, etc.) results in a significantly greater buy-in throughout the process and no formal appeals at the end of the study. In fact, our firm has never had a formal appeal to any of our studies in over twenty-six (26) years. It has been our experience that the money and time invested in stakeholder touch-points throughout the study are money and time saved during implementation. Numerous times our firm has been hired after an agency has gone through an unsuccessful classification and/or compensation study whose results were rejected or appealed and whose implementation was very controversial. The result was a divided organization with hostility and animosity between employees/employee representation and management. Every time our firm was hired after such a bad experience, study stakeholders were amazed at our open and all-inclusive process, our efforts to elicit equal stakeholder input, and our development of recommendations that were accepted as fair and reasonable and understood by employees, management, employee representation, and the governing body. In these economic times, the tendency may be to select the firm with the lowest cost proposal. However it has been our experience that ultimately this results in a higher price considering the additional time required and goodwill lost as a consequence of utilizing a less involved process. Our clients always provide us feedback that our process was professional, comprehensive, understandable, timely, and inclusive. Employees, although not necessarily always happy with our recommendations, have always indicated that we listened to their issues and concerns and were available for discussion, as required. Although time consuming, we also drive the process to ensure that timelines are met and schedules are maintained. We want to emphasize that we provide an all-inclusive lump-sum cost amount for the entire study and do not believe in under-pricing the effort or change orders along the way, unless the City requests an obvious and identifiable additional level of effort. However, we are also aware that budgets are often limited and that public agencies must be economically conservative. The following present various different cost options. Because of the many variables that determine cost, we are separating the classification and the compensation portions and within each are giving different options. Classification Study Hours A. Initial Document Review/Meetings with Study Project Team and Human 10 Resources Staff B. Orientation Meetings with Employees and Distribution of PDQ 4 C. Position Description Questionnaire Completion& Review 7 D. Employee/Supervisor/Management Interviews 16 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 29 of 30 August 25,2010 E. Classification Concept/Preliminary Allocation Development 6 F. Draft Class Description Development 75 G. Draft Class Description Review/Informal Appeal Process 8 H. Finalize Classification Plan/Draft Interim Report/Final Report 8 Total Professional Hours 124 Combined professional and clerical composite rate: $95/Hour $11,780 Expenses: $1,200 Expenses include but are not limited to duplicating documents, binding reports, phone, fax, supplies, postage, hotels, airfare, car rentals, etc. SUBTOTAL LUMP SUM FOR CLASSIFICATION: $12,980 *Additional consulting will be honored at composite rate($95) Compensation Study Hours A. Identify Comparator Agencies (10 to 12), Benchmark Classes, Benefits 6 B. Compensation Data Collection(approximately 18 benchmarks) 45 C. Analysis and Preliminary Data Review 15 D. Draft Compensation Findings/Additional Analysis/Project Team Meeting 6 E. Internal Relationship Analysis/Internal Alignment 4 F. Salary Structure Recommendation Development 4 G. Development of Draft Final and Final Report and Deliverables 8 H. Formal Appeal Process * 0 I. Final Presentation to the City Council 8 Anticipated additional meetings 4 Total Professional Hours 100 Combined professional and clerical composite rate: $95/Hour $9,500 Expenses: $750 Expenses include but are not I imited to duplicating documents,binding reports, phone, fax, supplies, postage,hotels,airfare,car rentals,per diem, etc. SUBTOTAL LUMP SUM FOR COMPENSATION: $10,250 TOTAL LUMP SUM FOR PROJECT: $23,230 *Additional consulting will be honored at composite rate($95) 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAssociates.com Classification and Compensation Study Proposal Page 30 of 30 August 25,2010 INSURANCE REQUIREMENTS We will submit support of this level of coverage and to endorse the City with our General Liability insurance coverage (only)upon award of contract if desired: Workers' Compensation: Statutory Limits Automobile Insurance: $1 Million per accident Errors and Omissions: $1 Million per occurrence General Liability: $1 Million per occurrence This proposal is valid for 90 days and we are prepared to complete a contract containing all the information submitted in our price quote. Respectfully Submitted, By: KOFF & ASSOCIATES, INC. State of California August 25,2010 Georg S. Krammer Date Chief Executive Officer 6400 Hollis Street,Suite 5,Emeryville,CA 94608 TEL 510-658-KOFF(5633)FAX 510-652-KOFF(5633) www.KoffAsso ciates.com HUMAN RESOURCES MANAGEMENT CONSULTING AGREEMENT THIS HUMAN RESOURCES MANAGEMENT CONSULTING AGREEMENT (this "Agreement") is made and entered into as of the 29th day of September, 2010 by and between KOFF & ASSOCIATES, INC. ("K&A"), a California corporation located at 6400 Hollis Street, Suite 5, Emeryville, CA 94541 ("K&A"), and the City of Menifee, located at 29714 Haun Road, Menifee, California 92586 ("Client"). RECITAL Client desires to retain K&A as an independent contractor to perform human resource management consulting services for Client, and K&A is willing to perform such services, on the terms set forth below. Scope of Work The scope of work includes a classification and total compensation study described in more detail in Exhibit A, which is attached to this agreement and made part of this agreement by this reference. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. Services. K & A agrees to perform the work project that is identified above to Client F and other such services as may be requested by Client from time to time and that are within the competence and consistent with the expertise of K&A (collectively, the "Services"). The parties may delete, add or substitute Services, extend the term of this Agreement or alter the terms of compensation by executing one or more amendments or addenda, provided that each such amendment or addendum shall be signed by authorized representatives of both parties. 2. Compensation. Client agrees to pay K&A compensation as follows: 2.1 Project Fee. On a project fee basis. The Lump Sum Fee for Services for the specified work project shall be twenty three thousand two hundred thirty dollars ($23,230). Expenses are inclusive in the Lump Sum Cost. Project fees shall be billed upon monthly progress task completion. Should Client desire additional levels of effort that are directly related to the identified scope of work indicated above, K&A will honor our composite rate of$95/hour. Page 2 of 5 September 29,2010 2.2 Time Expended. On a time expended basis. Should Client desire K&A to perform other human resources work unrelated to the above identified project, time shall be billed by K&A for each of its staff at the rates of$160 per hour for Managing Director, $140 per hour for Chief Executive Officer and President, $120 per hour for Senior Associate, $95 per hour for Associate and $60 per hour for Technical Assistant. Time is accounted for and billed on a quarter of an hour (.25) basis. Travel time in connection with Services is billed for each staff member at one half the normal hourly billing rate, and no more than four hours of travel time is billed per day within California. Reimbursable expenses are billed on a pass-through basis, without mark-ups; these include photocopying, binding, and other similar document production charges, long distance telephone and facsimile, mileage at the then current IRS rate, hotel, per diem, airfare, postage and courier, and other similar charges. Billable time and reimbursable expenses shall be billed monthly, in arrears. 3. Payment. Client shall pay K&A for its fees and reimbursable expenses within thirty (30) days following the date of each applicable invoice. If Client contests or questions any invoice, it shall raise any questions with management of K&A within such 30-day period. 4. Confidentiality. 4.1 Definition. "Confidential Information" means any Client software source code; proprietary information; employment records; financial, tax, business and/or product records; and marketing, financial statements or records or other business information disclosed by Client either directly or indirectly, in writing, orally or by drawings or inspection of parts or equipment. "Confidential Information" shall not be deemed to include information which (a) is known to K&A at the time of disclosure to K&A by Client, as evidenced by written records of K&A; (b) has become publicly known and made generally available through no wrongful act of K&A; or (c) has been rightfully received by K&A from a third party who is authorized to make such disclosure. 4.2 Covenant Not to Use or Disclose. K&A shall not, during or subsequent to the term of this Agreement, use any of the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Client, nor disclose any Confidential Information to any third parry. It is understood that all Confidential Information shall remain the sole property of Client. K&A further agrees to fake all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information by its employees or agents. 1 Page 3 of 5 September 29,2010 4.3 Return of Materials. Upon the termination of this Agreement or upon Client's earlier request, K&A will deliver to Client all of Client's Confidential Information in tangible form that K&A may have in K&A's possession or control, except that K&A may retain one copy of all such materials solely for archival purposes. 5. Ownership of Work Product. K&A agrees that all of its customized reports, recommendations, plans, handbooks, copyrightable material and other work product created or assembled by it in the course of performing its Services hereunder are works for hire for the benefit of Client and as such are the sole property of Client. To the extent that such materials and work product do not constitute work for hire, in consideration of the payments and other covenants of Client as set forth or called for herein, K&A hereby sells, transfers, conveys and assigns any and all of its rights therein to Client. 6. Reports. K&A shall regularly confer with and report to Client as to K&A's progress in performing the Services hereunder and that K&A will, as requested by Client, prepare written reports with respect thereto. 7. Insurance. K&A agrees to obtain and maintain adequate workers' compensation, comprehensive general and vehicular insurance for claims for damages because of bodily injury (including death) and property damage caused by or arising out of acts or omissions of such employees. The minimum limits of such insurance (apart from workers' compensation) shall be $1,000,000 for each person, $1,000,000 for each accident involving bodily injury and $300,000 involving property damage for each accident. K&A shall, upon request, provide evidence of such insurance to Client and also notify Client at least 30 days in advance if K&A desires to modify or cancel such insurance. 8. Limits on K&A's Responsibility; Indemnification. ' 8.1 Limitations on K&A's Responsibility. Client acknowledges that in the absence of an express written undertaking by it to the contrary, K&A, in agreeing to perform and in performing the Services hereunder, does not in any manner guarantee the outcome, recommendation of any undertaking or activity that constitutes any portion of the Services. K&A's warrants in this respect is that its Services will be performed in a professional and business like manner, in accordance with human resources best practices and in accordance with the description of Services provided by it in its proposal or in one or more other signed written documents. 8.2 Client Indemnification. K&A agrees to indemnify, hold harmless and defend Client, its officers, equity-owners, directors, partners, managers, agents and employees from and against all liabilities, losses, costs, damages and/or other expenses (including reasonable attorneys' and experts' fees and expenses and 1 Page 4 of 5 September 29,2010 court costs) arising in connection with or related to claims, actions or proceedings raised or brought by any third parties on account of or occurring in connection with K&A's performance of the Services hereunder, except to the extent caused by the gross negligence or willful misconduct of Client or its agents or employees. At the same time, Client agrees to indemnify, hold harmless and defend K&A, its officers, equity owners, directors, partners, managers, agents and employees from and against all liabilities, losses, costs, damages and/or other expenses (including reasonable attorneys' and experts' fees and expenses and court costs) arising in connection with or related to claims, actions or proceedings raised or brought by any third parties on account of or occurring in connection with K&A's performance of the Services hereunder, except to the extent caused by the gross negligence or willful misconduct of K&A or its agents or employees. 9. Term and Termination. - 9.1 Termination for Convenience. Either party may terminate this Agreement without cause upon giving prior written notice thereof to the other party. 9.2 Actions upon Termination. Upon termination as provided above, all rights and duties of the parties toward each other shall cease except (a) if terminated by Client, K&A shall immediately cease all Services; and (b) if terminated by K&A for any reason other than a breach hereunder by Client, and if desired by Client, K&A agrees to complete any assignment, on the same terms and conditions, including compensation, as otherwise applicable. 9.3 Survival. The following sections shall survive termination of this Agreement: Section 3, Section 4, Section 5, Section 8, Section 9.2, this Section 9.3 and Section 10. 10. General. h 10.1 Assignment. Neither party shall assign any rights or delegate any duties without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer without the other party's consent shall be void and of no effect. 10.2 Independent Contractor. Nothing in this Agreement shall in any way be construed to constitute K&A as an agent, employee or representative of Client, but K&A shall perform the Services hereunder as an independent contractor. Since K&A is not an employee of Client, it is understood that K&A is not entitled to any employee benefits during the term of this Agreement. K&A agrees to furnish any and all materials necessary for it to perform the Services. Page 5 of 5 September 29,2010 10.3 Arbitration. Client and K&A agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by binding arbitration to be held in client location or Alameda County, California, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The prevailing party in such arbitration shall be entitled to reimbursement by the other party of its costs and expenses of arbitration and the costs of enforcing any arbitration award, including its attorneys' and experts' fees and expenses. 10.4 Governing Law. This Agreement shall be governed by the laws of the State of California, without reference to conflict of law principles. 10.5 Entire Agreement. This Agreement, together with the description of the project and any and all amendments and addenda, as applicable, is the entire agreement of the parties and supersedes any prior agreements between them with respect to the subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties. 10.6 Notices. Any notices required or permitted by this Agreement shall be in writing and shall be addressed to the other party at the address shown at the beginning of this Agreement or such other address of which such party may notify the other and shall be deemed given upon delivery if delivered personally, one (1) business day following delivery by facsimile with machine confirmation of transmission, or three (3) business days after deposit in the United States mail, postage prepaid,registered or certified mail, return receipt requested. 10.7 Waiver. The failure of either party to assert any claim or right against the other party regarding its obligations under this Agreement and/or any amendments or addenda hereto, in any one or more instance, shall not constitute a waiver of such claim or right of any obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. KOFF & ASSOCIATES, INC. By BY Title Title HUMAN RESOURCES MANAGEMENT CONSULTING AGREEMENT THIS HUMAN RESOURCES MANAGEMENT CONSULTING AGREEMENT (this "Agreement") is made and entered into as of the 291h day of September, 2010 by and between KOFF & ASSOCIATES, INC. ("K&A"), a California corporation located at 6400 Hollis Street, Suite 5, Emeryville, CA 94541 ("K&A"), and the City of Menifee, located at 29714 Haun Road, Menifee, California 92586 ("Client"). RECITAL Client desires to retain K&A as an independent contractor to perform human resource management consulting services for Client, and K&A is willing to perform such services, on the terms set forth below. Scope of Work The scope of work includes a classification and total compensation study described in more detail in Exhibit A, which is attached to this agreement and made part of this agreement by this reference. AGREEMENT NOW, THEREFORE,the parties hereby agree as follows: 1. Services. K& A agrees to perform the work project that is identified above to Client + and other such services as may be requested by Client from time to time and that are within the competence and consistent with the expertise of K&A (collectively, the "Services"). The parties may delete, add or substitute Services, extend the term of this Agreement or alter the terms of compensation by executing one or more amendments or addenda, provided that each such amendment or addendum shall be signed by authorized representatives of both parties. 2. Compensation. Client agrees to pay K&A compensation as follows: 2.1 Project Fee. On a project fee basis. The Lump Sum Fee for Services for the specified work project shall be twenty three thousand two hundred thirty dollars ($23,230). Expenses are inclusive in the Lump Sum Cost. Project fees shall be billed upon monthly progress task completion. Should Client desire additional levels of effort that are directly related to the identified scope of work indicated above, K&A will honor our composite rate of$95/hour. ' Page 2 of 5 September 29,2010 2.2 Time Expended. On a time expended basis. Should Client desire K&A to perform other human resources work unrelated to the above identified project, time shall be billed by K&A for each of its staff at the rates of$160 per hour for Managing Director, $140 per hour for Chief Executive Officer and President, $120 per hour for Senior Associate, $95 per hour for Associate and $60 per hour for Technical Assistant. Time is accounted for and billed on a quarter of an hour (.25) basis. Travel time in connection with Services is billed for each staff member at one half the normal hourly billing rate, and no more than four hours of travel time is billed per day within California. Reimbursable expenses are billed on a pass-through basis, without mark-ups; these include photocopying,"binding, and other similar document production charges, long distance telephone and facsimile, mileage at the then current IRS rate,hotel, per diem, airfare,postage and courier, and other similar charges. Billable time and reimbursable expenses shall be billed monthly, in arrears. 3. Payment. Client shall pay K&A for its fees and reimbursable expenses within thirty (30) days following the date of each applicable invoice. If Client contests or questions any invoice, it shall raise any questions with management of K&A within such 30-day period. 4. Confidentiality. 4.1 Definition. "Confidential Information" means any Client software source code; proprietary information; employment records; financial, tax,business and/or product records; and marketing, financial statements or records or other business information disclosed by Client either directly or indirectly, in writing, orally or F by drawings or inspection of parts or equipment. "Confidential Information" shall not be deemed to include information which (a) is known to K&A at the time of disclosure to K&A by Client, as evidenced by written records of K&A; (b) has become publicly known and made generally available through no wrongful act of K&A; or (c) has been rightfully received by K&A from a third party who is authorized to make such disclosure. 4.2 Covenant Not to Use or Disclose. K&A shall not, during or subsequent to the term of this Agreement, use any of the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Client, nor disclose any Confidential Information to any third party. It is understood that all Confidential Information shall remain the sole property of Client. K&A further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information by its employees or agents. Page 3 of 5 September 29,2010 4.3 Return of Materials. Upon the termination of this Agreement or upon Client's earlier request, K&A will deliver to Client all of Client's Confidential Information in tangible form that K&A may have in K&A's possession or control, except that K&A may retain one copy of all such materials solely for archival purposes. 5. Ownership of Work Product. K&A agrees that all of its customized reports, recommendations, plans, handbooks, copyrightable material and other work product created or assembled by it in the course of performing its Services hereunder are works for hire for the benefit of Client and as such are the sole property of Client. To the extent that such materials and work product do not constitute work for hire, in consideration of the payments and other covenants of Client as set forth or called for herein, K&A hereby sells, transfers, conveys and assigns any and all of its rights therein to Client. 6. Reports. K&A shall regularly confer with and report to Client as to K&A's progress in performing the Services hereunder and that K&A will, as requested by Client, prepare written reports with respect thereto. 7. Insurance. K&A agrees to obtain and maintain adequate workers' compensation, comprehensive general and vehicular insurance for claims for damages because of bodily injury (including death) and property damage caused by or arising out of acts or omissions of such employees. The minimum limits of such insurance (apart from workers' compensation) shall be $1,000,000 for each person, $1,000,000 for each accident involving bodily injury and $300,000 involving property damage for each accident. K&A shall, upon request, provide evidence of such insurance to Client and also notify Client at least 30 days in advance if K&A desires to modify or cancel such insurance. 8. Limits on K&A's Responsibility; Indemnification. 8.1 Limitations on K&A's Responsibility. Client acknowledges that in the absence of an express written undertaking by it to the contrary, K&A, in agreeing to perform and in performing the Services hereunder, does not in any manner guarantee the outcome, recommendation of any undertaking or activity that constitutes any portion of the Services. K&A's warrants in this respect is that its Services will be performed in a professional and business like manner, in accordance with human resources best practices and in accordance with the description of Services provided by it in its proposal or in one or more other signed written documents. 8.2 Client Indemnification. K&A agrees to indemnify, hold harmless and defend Client, its officers, equity owners, directors, partners, managers, agents and employees from and against all liabilities, losses, costs, damages and/or other expenses (including reasonable attorneys' and experts' fees and expenses and F Page 4 of 5 September 29,2010 court costs) arising in connection with or related to claims, actions or proceedings raised or brought by any third parties on account of or occurring in connection with K&A's performance of the Services hereunder, except to the extent caused by the gross negligence or willful misconduct of Client or its agents or employees. At the same time, Client agrees to indemnify, hold harmless and defend K&A, its officers, equity owners, directors, partners, managers, agents and employees from and against all liabilities, losses, costs, damages and/or other expenses (including reasonable attorneys' and experts' fees and expenses and court costs) arising in connection with or related to claims, actions or proceedings raised or brought by any third parties on account of or occurring in connection with K&A's performance of the Services hereunder, except to the extent caused by the gross negligence or willful misconduct of K&A or its agents or employees. 9. Term and Termination. 9.1 Termination for Convenience. Either party may terminate this Agreement without cause upon giving prior written notice thereof to the other ply. 9.2 Actions upon Termination. Upon termination as provided above, all rights and duties of the parties toward each other shall cease except (a) if terminated by Client, K&A shall immediately cease all Services; and (b) if terminated by K&A for any reason other than a breach hereunder by Client, and if desired by Client, K&A agrees to complete any assignment, on the same terms and conditions, including compensation, as otherwise applicable. 9.3 Survival. The following sections shall survive termination of this Agreement: Section 3, Section 4, Section 5, Section 8, Section 9.2, this Section 9.3 and Section 10. 10. General. 10.1 Assignment. Neither party shall assign any rights or delegate any duties without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer without the other party's consent shall be void and of no effect. 10.2 Independent Contractor. Nothing in this Agreement shall in any way be construed to constitute K&A as an agent, employee or representative of Client, but K&A shall perform the Services hereunder as an independent contractor. Since K&A is not an employee of Client, it is understood that K&A is not entitled to any employee benefits during the term of this Agreement. K&A agrees to furnish any and all materials necessary for it to perform the Services. Page 5 of 5 September 29,2010 10.3 Arbitration. Client and K&A agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by binding arbitration to be held in client location or Alameda County, California, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The prevailing party in such arbitration shall be entitled to reimbursement by the other parry of its costs and expenses of arbitration and the costs of enforcing any arbitration award, including its attorneys' and experts' fees and expenses. 10.4 Governing Law. This Agreement shall be governed by the laws of the State of California, without reference to conflict of law principles. 10.5 Entire Agreement. This Agreement, together with the description of the project and any and all amendments and addenda, as applicable, is the entire agreement of the parties and supersedes any prior agreements between them with respect to the subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties. 10.6 Notices. Any notices required or permitted by this Agreement shall be in writing and shall be addressed to the other parry at the address shown at the beginning of this Agreement or such other address of which such party may notify the other and shall be deemed given upon delivery if delivered personally, one (1) business day following delivery by facsimile with machine confirmation of transmission, or three (3) business days after deposit in the United States mail, postage prepaid,registered or certified mail,return receipt requested. + 10.7 Waiver. The failure of either party to assert any claim or right against the other parry regarding its obligations under this Agreement and/or any amendments or addenda hereto, in any one or more instance, shall not constitute a waiver of such claim or right of any obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. KOFF &ASSOCIATES, INC. By By, Title Title / 7 0 DATE(MM/DDNYY`/) A�o CERTIFICATE OF LIABILITY INSURANCE F 10/26/2010 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(ies)must be endorsed. If SUBROGATION IS WAIVED,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 endorsement(s). PRODUCER LIC #0660864 1-925-671-5110 CONTACT Eileen Hollander NAME: Argo Insurance Group, Inc. PHONE 925-852-0445 FAX 925-852-0495 A/C N /C o A No 2300 Contra Costa Blvd ADDRESS: eileenh®argoinsurance.com Suite 375 PRODUCER Pleasant Hill, CA 94523 CUSTO I INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: HARTFORD CAS INS CO 29424 Koff & Associates, Inc. INSURERB: PROPERTY & CAS INS CO OF HARTFORD 34690 6400 Hollis St., #5 INSURERC: HARTFORD ACCIDENT & IND CO 22357 INSURERD: HOUSTON CAS CO 42374 Emeryville, CA 94608 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 18048822 REVISION NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP LIMBS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD MMIDD A GENERAL LIABILITY X X 57SBAAZ7015 10/01/1 10/01/11 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED X 300,000 COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE I OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ B AUTOMOBILE LIABILITY 57UECIZ7944 . 10/01/1 10/01/11 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) $ NON-OWNED AUTOS $ A X UMBRELLA LIAB X OCCUR 57SBAAZ7015 10/01/1 10/01/11 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DEDUCTIBLE $ X RETENTION $ 10,000 $ C WORKERS COMPENSATION 57 WEC LY6165 10/01/1 10/01/11 X WCSTA IULI '- OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE N I A E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Pro essiona Lie i 1ty H71017243 03 0 03 1 Each Claim 1, 000 CLAIMS-MADE & In the Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) Certificate Holder is Additional Insured on General Liability coverage only per the language provided in the attached SS0008 0405 and policy change endorsements. Waiver of Subrogation is automatically included on the Workers' Compensation policy. 30 Days Notice of Cancellation except for non-payment which shall be 10 days CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Menifee THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Julie Woodruff, Asat to City Mgr 29714 Haun Rd AUTHORIZED REPRESENTATIVE Menifee, CA 92586 USA EHollander ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 18048822 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust,you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your"employees", other than either your executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, If benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are Insureds for or disability benefits law'or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while ,practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co"employee" 'while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO IS AN INSURED performing duties related to the conduct of your business: 1. If you are designated in the Declarations as; (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; f b, A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners,and to share damages with or repay their spouses are also insureds,but only with someone else -who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or Insured. Your members are also insureds, (b)above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or Limited liability company,you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member(if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or VVdh respect to "mobile equipment" registered in C "volunteer worker'), or any organization your name under any motor vehicle registration 1-11 m while acting as your real estate manager. law, any person is an insured while driving such � c. Temporary Custodians Of Your equipment along a public highway with your Property pemilssion. Any other person or organization n responsible for the conduct of such person is' e Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arisingout of the operation of the UM die,but only: Pe equipment,and only if no other insurance of any kind is available (1) V1hth respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured N (2) Until your legal representative has with respect to: c been appointed. a. "Bodily injury" to a co-"employee" of the o d. Legal Representative if You pie person driving the equipment;or # Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is Q duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 6. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with '—' effective date of this Coverage Part. your permission. Any other person or The Insurance afforded herein for any organlzation responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named Insured does not apply to respect to liability arising out of the operation t _ injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an e insuranc of any kind is available to that insured under another policy or would be person organization for this liab ility. an insured under such policy but for its However, no person or organization is an '—' termination or upon the exhaustion of its insured with respect to: o limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, = other than a partnership, joint venture or rented to, In the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However. Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier,and Form SS 00 08 04 06 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit, except such operations performed at the vendors premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such Product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor,or a. Vendors (h) "Bodily injury" or "property damage" arising out of the site Any person(s)or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of"your products" which are distributed acting on its behalf. However,this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from ' reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor, caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under Instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use Insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising cc (2) With respect to the insurance afforded injury" arising out of operations r-i to these additional insureds, this performed for the state or insurance does not apply to: municipality;or c (a) Any "occurrence" -which takes (b) "Bodily injury"or"property damage" o place after you cease to lease that included within the "producs- Ln land or be a tenant in that completed operations hazard". o premises;or f. Any Other Party 4 (b) Structural alters#ions, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. coperations performed by or on through e, above, .but only with o behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, In whole or (1) Any architect, engineer,or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting � our behalf: injury', property damage' or 'personal on y and advertising injury"caused, in whole (a) In the performance of your or in part, by your ads or omissions or ongoing operations; ,..." the acts or omissions of those acting on (b) In connection with your premises your behalf owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the perfornance of your completed operations hazard", but ongoing operations performed by only if F = you or on your behalf. (i) The written contract or written (2) Nth respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: emaps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of; or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate.limit does not failure to prepare Or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies,the most we will pay for the Sum of all The limits of insurance that apply to additional damages because of all "bodily Injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the -How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 21. above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay S. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay,under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage"to any one premises, while b. Claims made or"suits"brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits" temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To + a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. -07 b. Damages because of al{ other "bodily The most we will pay on behalf of a person or organization who is an additional insured Injury", "property damage" or "personal under this Coverage Part is the lesser of and advertising injury", including medical expenses, is the General Aggregate Limit a. The limits of Insurance specified in a shown in the Declarations. written contract, written. agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS DO 08 04 06 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or appiies to any claim or"suit",the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months,starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this Insurance months. In that case, the additional period will be deemed part of the last preceding period for purposes may also apply. 0 of determining the Limits of insurance. d. Obligations At The insured's Own Cost Ln E. LIABILITY AND MEDICAL EXPENSES No insured will,except at that insured's own o GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. in Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance o the 'insured's estate will not relieve us of our If we cover a claim or "suit" under this cobligations under this Coverage Part. Coverage Part that may also be covered * 2. Duties in The Event Of Occurrence, by other insurance available to an i� Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to a practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and t non-contributory with the additional (1) How,when and where the"occurrence" insured's own insurance. E� or offense took place; f. Knowledge Of An Occurrence, Offense, c (2) The names and addresses of any Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and.location of any injury any additional insured only when such + = or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is r=— If a claim is made or "suit" is brought an individual; against any insured, you or any additional insured must: {2} Any partner, if you or an additional insured is a partnership; (1) Immediately record the specifics of the claim or "suit" and the date received; (3) Any manager, if you or an additional insured is a limited liability company; and (4) Any "executive officer' or insurance (2) Notify us as soon as practicable. manager, if you or an, additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional '— claim or suit' as soon as practicable. insured Is a trust;or c. Assistance And Cooperation Of The 6 Insured ( ) Any elected or appointed official,if you or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 16 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. prima Insurance coverage required by any motor vehicle Primary law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess insurance Into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are In excess of the That. is fire, lightning or explosion insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative. (3) Tenant Liability F 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limils of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned 'property damage to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit"Is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements In the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k.of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of. you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other Insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with in Additional Insured To This any other insurance that is not described in m lnsurance this Excess Insurance-provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the o However, the following provisions Declarations of this Coverage Part o apply to other insurance-available to c. Method Of Sharing oany person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow a Part this method also. Under this approach, u (a) Primary Insurance When each insurer contributes equal amounts o Required By Contract until it has paid its applicable limit of oThis insurance is primary if you insurance or none of the loss remains, * have agreed in a written contract, whichever comes first written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits, Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including —_ permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance Is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b)do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do, waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: N Policy Number: 57 SBA AZ7015 SC COPY WD w Named Insured and Mailing Address; KANEKO & KRAMMER INC 0 DBA KOFF & ASSOCIATES INC N -6400 HOLLIS ST STE 5 Ln EMERYVILLE CA 94608 0 N Policy Change Effective Date. 09/29/10 Effective hour is the same as stated in the �? Declarations Page of the Policy. Ln o Policy Change Number: 014 0 * Agent Name: ARCO INSURANCE BROKERS INC Code: 100267 POLICY CHANGES: HARTFORD CASUALTY INSURANCE COMPANY ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE RATES AND PREMIUMS ARE CHANGED. FORM NUMBERS OF ENDORSEMENTS REVISED AT MIDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON-ORGANIZATION PRO RATA FACTOR: 0.005 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 0405T Page ooi Process Date: 10/25/10 Policy Effective Date: 10/01/09 Policy Expiration Date: 10/01/10 UW COPY POLICY NUMBER: 57 SBA AZ7015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES AND THE CITY OF LOS ANGELES 354 SOUTH SPRING ST STE 500 LOS ANGELES, CA 90013 H R H LTD A CA LTD PARTNERSHIP 8818 S SEPULVEDA BLVD LOS ANGELES CA 90045 ALAMEDA COUNTY CONGESTION MANAGEMENT AGENCY 1333 BROADWAY STE. 220 OAKLAND CA 94612-1918 RE: CONTRACT A09-012, DMA JOB #: 00.00.100.0 SERVICE PROVIDED TO ACCMA/ACTIA MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 330 DISTEL CIRCLE LOS ALTOS, CA 94022 ORANGE COUNTY SANITATION DISTRICT 10844 ELLIS AVE FOUNTAIN VALLEY CA 92708-7018 M THE HOUSING AUTHORITY OF THE CITY OF SAN DIEGO, THE COMMISSION AND THE CITY OF SAN DIEGO C/O THE SAN DIEGO HOUSING COMMISSION 1122 BROADWAY STE. 300 SAN DIEGO, CA 92101 HOUSING AUTHORITY OF THE COUNTY OF SAN BERNADINO PROCUREMENT DEPT 715 E BRIER DRIVE SAN BERNADINO 92408 Form IH 12 00 11 85 T SEQ.NO. 002 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10/25/10 Expiration Date: 10/01/10 UW COPY POLICY NUMBER: 57 SBA AZ7015 11ta THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION m N SAN FRANCISCO HOUSING AUTHORITY ATTN: FINANCE DEPT. - CONTRACT/PROCUREMENT DIVISION 440 TURK ST 2ND FL O SAN FRANSISCO, CA 94102 CONTRACT NUMBER 90037 N ITS OFFICERS, MEMBERS OF COMMISSION , AGENTS, AND EMPLOYEES N UY rl O N CITY OF SACRAMENTO ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS r- C/O EBIX BPO c PO BOX 257 c PORTLAND MI 48875-0257 N REF NO. 106-Z338396 t THE TOWN OF WINDSOR ITS OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS 9291 OLD REDWOOD HIGHWAY WINDSOR, CA 95492 THE CITY OF MENIFEE 29714 HAUN RD. MENIFEE, CA 92586 THE CITY OF MENIFEE, ITS OFFICERS, EMPLOYEES, AGENTS, AND AUTHORIZED VOLUNTEERS ARE AN ADDITIONAL INSURED PER THE BUSINESS LIABILITY COVERAGE FORM SS0008 ATTACHED TO THIS POLICY AND THE COMMERCIAL AUTO F BROAD FORM ENDORSEMENT HA99160706 ATTACFED TO THE COMMERCIAL AUTO POLICY. Form IH 12 00 1185 T SEQ.NO. 002 Printed in U.S.A. Page 002 (CONTINUED ON NEXT PAGE) Process Date: 10/25/10 Expiration Date: 10/01/10 UW COPY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MISCELLANEOUS CHANGE ENDORSEMENT POLICY NUMBER: 57 UEC IZ7944 SC CHANGE NUMBER: 009A lf This endorsement modifies insurance provided under the following: THE HARTFORD BUSINESS 'AUTO COVERAGE FORM oThis endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. (Premium adjustment, if any, for the addition, deletion or other change described in this endorsement is shown in the Premium Column below.) H 0 H Effective Date: 09/29/10 °1 Named Insured: KANEKO ICRAMMER, INC. H DBA: KOFF & ASSOCIATES, INC. r o Producer's Name; ARGO INSURANCE BROIKERS INC 0 Pro Rata Factor: .005 Description of Change: ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT THIS IS NOT A BILL PROPERTY AND CASUALTY INS CO OF HARTFORD NO CHANGE IN PREMIUM FORMS REVISED IH12011195 N-WED PERSON(S) OR ORGANIZATION(S) Countersigned by (Where required bylaw) Authorize Re es native Date Form FW99R6� 1 07T POLICY NUMBER: 57 UEC IZ7944 CHANGE NUMBER: 009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: NAMED PERSON(S) OR ORGANIZATIONS) COMMERCIAL AUTO COVERAGE PART CITY OF SACRAMENTO ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS C/O EBIX BPO PO BOX 257 PORTLAND MI 48875-0257 REF NO. 106-Z338396 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 330 DISTEL CIRCLE LOS ALTOS, CA 94022 THE HOUSING AUTHORITY OF THE CITY OF SAN DIEGO, THE COMMISSION AND THE CITY OF SAN DIEGO C/O THE SAN DIEGO HOUSING COMMISSION 1122 BROADWAY STE. 300 SAN DIEGO, CA 92101 MARIN MUNICIPAL WATER DISTRICT 220 NELLEN AVE CORTE MADERA, CA 94925 SAN FRANSISCO HOUSING AUTHORITY IT'S OFFICERS, MEMBERS OF COMMISSION, AGENTS AND EMPLOYEES + ATTN: FINANCE DEPT. - CONTRACT/PROCUREMENT DIVISION 440 TURK ST 2ND FL SAN FRANSISCO, CA 94102 CONTRACT # 90037 THE TOWN OF WINDSOR ITS OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS 9291 OLD REDWOOD HIGHWAY WINDSOR, CA 95492 THE CITY OF MENIFEE 29714 HAUN RD. Form IH 12 01 11 85 SEQ.NO. 01 Printed in U.S.A. PAGE 1 (CONTINUED ON NEXT PAGE) POLICY NUMBER: 57 UEC IZ7944 CHANGE NUMBER: 009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: NAMED PERSON(S) OR ORGANIZATIONS) r �o 0 rn o COMMERCIAL AUTO COVERAGE PART H N MENIFEE, CA 92586 w rn N Ic r 0 0 0 0 i� Em 0 Form IH 12 01 11 85 SEQ.NO. 01 Printed in U.SA. PAGE 2