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2015 CON Koff and Associates - Compensation Study
AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND KOFF & ASSOCIATES THIS AGREEMENT is entered into this 1st day of December 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Koff & Associates, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a comprehensive compensation study and analysis of CITY job classifications. WHEREAS, the CITY has determined that the CONSULTANT is a human resources consulting firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform the following services related to the CITY's Executive, Confidential, Management, Municipal Employees' Association and Part -Time employee groups: • Review of current compensation practices and related issues; • Recommending salary survey benchmarks in conjunction with relevant benchmark classifications in all other cities in San Diego County; • Conducting a total compensation survey of the 18 cities comprising San Diego County Carlsbad Encinitas National City Santee Chula Vista Escondido Oceanside Solana Beach Coronado Imperial Beach Poway Vista Del Mar La Mesa San Diego El Cajon Lemon Grove San Marcos • Completing internal salary relationship analysis including the development of appropriate internal relationship guidelines (internal equity); • Systematically assessing each classification in relation to other San Diego County comparable classifications • Providing a final report to include an analysis of the market placement for each National City classification (or benchmark classification). Provided data should include: o Base salary and total compensation for each classification, including information on the factors used in determining total compensation. o National City's market placement under both scenarios (base salary and total compensation) o The average base salary and total compensation figures for each classification o National City's percentage and standard deviation from the mean. • Providing written documentation of assessment methodology and assessment for each position; • Developing externally competitive and internally equitable salary recommendations for each job class included in the study; • Recommending the vertical salary relationship/differentials between classes in each class series. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at coordination and project status meetings with staff, labor representatives, the City Manager and/or the City Council as deemed necessary. The CITY will coordinate the dates, times and locations of all such meetings with the CONSULTANT. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stacey Stevenson, Director of Administrative Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Georg S. Krammer, Chief Executive Officer thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work shall not exceed the schedule given in Exhibit "A" (the Base amount) without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the scope of work and CONSULTANT's proposal, Exhibit "A" as determined by the CITY. 2 City's Standard Agreement-2014 revision The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 1, 2015. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 3 City's Standard Agreement-2014 revision 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, itbeing understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions 4 City's Standard Agreement-2014 revision necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry. religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. 5 City's Standard Agreement-2014 revision The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property 6 City's Standard Agreement-2014 revision damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's 7 City's Standard Agreement-2014 revision fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally 8 City's Standard Agreement —2014 revision delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stacey Stevenson Director of Adminstrative Services City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Georg S. Krammer Chief Executive Officer Koff & Associates 2835 Seventh Street Berkeley, CA 94710 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City 9 City's Standard Agreement —2014 revision Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 10 City's Standard Agreement —2014 revision K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such parry's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF IONAL CITY By on Morrison, Mayor PPROVED AS TO FORM: '!, k , 14 C audia Gacit City Attor 11 KOFF & ASSOCIATES By: Gwr (Print) cco (Title) S rammt- (Print) 45idt (Title) City's Standard Agreement-2014 revision Exhibit A November 16, 2015 Comprehensive Compensation Study & Analysis Proposal City of National City, California Koff & Associates GEORG S. KRAMMER Chief Executive Officer 2835 Seventh Street Berkeley, CA 94710 www.KoffAssociates.com gkrammer@koffassociates.com Tel: 510.658.5633 Fax: 510.652.5633 November 16, 2015 Ms. Stacey Stevenson Director of Administrative Services City of National City 140 East 12th St., Suite A National City, CA 91950 Dear Ms. Stevenson: Thank you for the opportunity to respond to your Request for Proposal for a Comprehensive Compensation Study and Analysis for the employees of the City of National City ("City"). We are most interested in assisting the City with this important study and feel that we are uniquely qualified to provide value to your organization based on our experience working with a wide variety of other cities, counties, special districts, Joint Power Authorities, and other public agencies throughout California. Koff & Associates is an experienced Human Resources consulting firm that has been providing compensation consulting services to cities, counties, special districts, courts, educational institutions, and other public agencies for thirty-one years. The firm is a woman -owned California small business corporation and has achieved a reputation for working successfully with management, employees, union representatives, and governing bodies. Webelieve in a high level of dialogue and input from study stakeholders and our proposal speaks to that level of effort. That extra effort has resulted in close to 100% implementation of all of our compensation and classification studies. As Chief Executive Officer of the firm, I will assume the role of Project Director and be responsible for the successful completion of this project. My email is gkrammer@koffassociates.com and I can be reached at our Berkeley office at the address and phone number listed below and on the cover page. Our proposal is a firm offer to enter into a contract to perform work related to the RFP for a period of 90 days from the due date of proposals; there are no conflicts of interest, actual or apparent, that would limit our ability to provide the requested services. Please call if you have any questions or wish additional information. We look forward to the opportunity to provide professional service to City of National City in this important endeavor. Sincerely, Georg S. Krammer Chief Executive Officer 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Ana ('Fig, Prcpo ar City of National City TABLE OF CONTENTS Overview and Summary 1 Work Plan 3 Project Schedule 11 Firm Experience & Qualifications 13 Proposed Project Costs 20 Signature Page 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City OVERVIEW AND SUMMARY Understanding of the Project and Its Purpose The City of National City ("City") desires human resources consulting assistance to conduct an objective Comprehensive Compensation Study and Analysis using eighteen (18) cities comprising San Diego County as comparator agencies, for one hundred twenty-five (125) of its one hundred fifty-nine (159) total classifications. The City is seeking to bring all its classifications to market average; more specifically, the City is seeking to evaluate the internal relationships and organizational structure to develop a new compensation structure for four (4) of its employee groups. The four (4) employee groups are: 1. General Municipal; 2. Executive and Management; 3. Confidential Employees; and 4. Part-time Employees. The study's purpose is to review the City's compensation structure for all studied classifications and to conduct a compensation market survey (salaries and benefits) using a set of appropriate comparator agencies. The identification of comparator agencies, benchmark classifications, and benefits to be collected 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 City's approved comparator list currently consists of eighteen (18) agencies, which includes San Diego County cities with comparable positions. The RFP indicates the City's defined labor market includes the following comparator agencies within San Diego County: 1. Carlsbad; 2. Chula Vista; 3. Coronado; 4. Delmar; 5. El Cajon; 6. Encinitas; 7. Escondido; 8. Imperial Beach; 9. La Mesa; 10. Lemon Grove; 11. National City; 12. Oceanside; 13. Poway; 14. San Diego; 15. San Marcos; 16. Santee; 17. Solana Beach; and 18. Vista. The compensation study will contain specific recommendations regarding the integration of all study classifications into a clear compensation structure, with the goal of developing a clearly designed, internally equitable format that is flexible for career opportunity and future growth. Our study will make recommendations regarding: [1] a salary structure that takes the City's compensation preferences into consideration, and, [2] the appropriate placement of each classification on that structure. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 i www.KoffAssociates.com Comprehensive Compensation Study and Anai\'ris Prom-, City of National City We will work with the City to determine the benefit detail it would like us to gather and report. The study includes a significant number of meetings with the Study Project Team, City management, employees, and employee representation, as 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 encourage a collaborative and interactive approach that will result in greater buy -in for study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies. 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 study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies. Summary of Proposed Approach Compensation Study Approach and Objectives: ➢ To make recommendations regarding a list of appropriate comparator agencies, benchmark classifications, and benefits to be collected; ➢ To collect accurate salary and benefit 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 Human Resources, management, the Study Project Team, and employees; ➢ 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 structure and practices and develop compensation recommendations that will assist the City to recruit, motivate, and retain competent staff; ➢ To develop solutions to address pay equity issues, analyze the financial impact of addressing pay equity issues, and create a market adjustment implementation strategy supporting the organization's goals, objectives, and budget considerations; ➢ To evaluate benefit offerings in the labor market and make recommendations for better alignment and/or different benefit offerings as indicated by the analysis and best practices; ➢ To create an inclusive final report summarizing the administrative and process methodologies, analytical tools, findings, and recommended compensation structure; ➢ 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 our recommendations can be implemented and maintained in a competent and fair manner. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and An2lysis Proposal City of National City Overall Study Approach and Objectives: ➢ To review and understand all current documentation, rules, regulations, policies, procedures, budgets, organizational charts, memoranda of understanding, personnel policies, wage and salary schedules, and related information so that our findings and recommendations can be operationally incorporated with a minimum of disruption; ➢ To conduct start-up Study Project Team meetings with management, study project staff, and other stakeholders to gain a full understanding of areas of concern, past practices, future goals, etc. with respect to the development of compensation reports and recommendations; finalize study plans and timetables; conduct orientation sessions with study stakeholders in order to educate and explain the scope of the study and describe what are and are not reasonable study expectations and goals; ➢ To develop a compensation structure that meets all legal requirements, is totally non-discriminatory, and easily accommodates organizational change and growth; ➢ 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 for management and other staff, as appropriate, in compensation analysis methodologies so that the City can integrate, maintain, administer, and defend any recommended changes after the initial implementation; and ➢ To provide effective ongoing communications throughout the duration of the project and continued support after implementation. ORK PE AN This section of the proposal identifies the actual scope of work. We believe that our detailed explanation of methodology and work tasks clearly distinguishes our approach and comprehensiveness. Task A. Initial documentation review/meetings with study project team and management staff This phase includes identifying the City's Study Project Team, 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, City management, and employee representation; and develop a timetable for conducting the same. Included in this task will be the gathering of written documentation and assembling current organizational charts, salary schedules, budgets, memoranda of understanding, personnel policies, and other relevant documentation to gain a detailed understanding of City compensation and benefit policies and practices. City terminology and methods of current compensation procedures will be reviewed and agreed to. We will discuss methodology and agree to a report format and identify the desired list of benefit data to be surveyed for compensation survey purposes. We will respond to questions. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociatescom �,aK Comprehensive Compensation Ste rfy al Analysis Propose l City of National City Task B. Confirm comparator agencies and identify benchmark classifications and benefits to be collected During the initial meeting with the Study Project Team, we will discuss the compensation study factors that need to be agreed upon. We will confirm the selected comparator agencies that will be included in the external market survey, which will be the foundation of ensuring that the City's salaries for the studied classifications are competitively aligned with the external labor market (and that the City's organizational structure and operations follow industry best practices). We will also identify those classifications that will be surveyed in the market (i.e., benchmark classifications), with the intention of internally aligning the remaining classifications with those that were surveyed. Finally, we will determine the list of benefits that the City wants to be included in the total compensation data gathering process. 1. Confirmation of Comparator Agencies: The selection of comparator agencies is considered a critical step in the Salary Survey process. We understand that the City is interested in having all eighteen (18) San Diego County cities surveyed, as stated above. 2. Determination of Benchmark Classifications: In the same collaborative manner as in Step 1 above, we will work with the City's stakeholders to select those classifications that will be surveyed. "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 typically recommend using 60%- 65% of classifications as benchmarks. . It is our understading that approximately 125 classifications will be part of the study. Based on a review of the City's list of classifications, we are not certain if all 125 will need to be surveyed. Our cost proposal contains different options based on different numbers of benchmark classifications for purposes of cost comparison. 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. Again, we recommend a dialogue with the various stakeholders to come to an agreement as to which total compensation components should be gathered and how to present that data as a point of comparison between the City and the labor market. 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 retirement or other benefits. ➢ Employee Retirement — This includes two figures: [1] the amount of the employee's State or other public or private retirement contribution that is contributed by the City, and [2] the amount 2835 Seventh Street, Berkeley, California 94710 1510 658.5633 I www.KoffAssociates com Comprehensive Compensation Study and Analysis Prc,pns,71 City of National City of the City's Social Security contribution. With healthcare cost rising and retiree healthcare and liabilities increasing for many public agencies, we typically collect retiree health information as well. However, we do not roll this cost into our total compensation analysis but report it separately by describing what the policies/liabilities are. ➢ Insurance — This typically includes Health, Dental, Vision, Life, Long -Term Disability, Short -Term Disability, Employee Assistance Program (EAP), and other insurance coverage. ➢ 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. ➢ 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. We will gather up to five (5) additional benefit components that the City may be interested in, such as educational/certification/license incentives, tuition reimbursement, etc. Task C. Data collection Our firm does not collect market compensation 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 and Interruptions) 5. Independence of Action/Responsibility 6. Contacts with Others/Internal/External 7. Supervision Received and/or Given to Others 8. Consequences of Action/Decisions Made on the Job 9. Working Conditions 10. Physical/Mental Demands 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City Our analysis will include written documentation of our assessment methodology and assessment for each position surveyed. We typically collect classification descriptions, organization charts, salary schedules, personnel policies, MOUs, and other information via website, by telephone, or by an onsite interview. With the prior knowledge from the data gathered directly 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 by employees, management, as well as governing bodies. In terms of record keeping, we will create electronic file folders for each comparator agency that we survey, including all documentation listed above, so that we have all of the source documentation to support the data and findings of the study. Task D. 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. We understand that the City's focus in on the statistical mean/average and we will discuss with the City as to whether the median should be shown in our reports or not. 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 is above/below the market values. In addition, we can include any type of statistical representation and analysis that the City may desire such as 60th 70th or any other percentiles. Benefits data will be displayed in an easy -to -read format. You will receive three sets of spreadsheets per classification, one with base pay, one with the benefits detail, and one with total compensation statistical data. In addition, we are often asked to collect "other" benefits (as listed in the benefits section above), which we typically report on a separate spreadsheet. Task E. Draft compensation findings/additional analysis/study project team meetings We distribute our draft findings to City management in a comparative report including the spreadsheets described above in Task D. After their preliminary review, K&A will meet with City management, and other stakeholders as desired, 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 data. If questions arise, we conduct follow-up analysis to reconfirm our original analysis and/or make corrections as appropriate. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis, Proposal City of National City Task F. Internal relationship analysis and internal alignment To determine internal equity for all studied positions, considerable attention will be given to this phase of the project. It is necessary to develop an internal position hierarchy based on the organizational value of each classification. Again, we utilize the whole position analysis methodology as described above. By reviewing those factors, we will make recommendations regarding vertical salary differentials between classes in a class series (if recommended), as well as across departments. 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 existing classification structure. Task G. Compensation structure and implementation plan 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 within which the classes are allocated (set of salary ranges, salary differentials, steps within ranges, and/or alternative compensation plans), based upon the City's preferred compensation model. We will develop recommendations for pay grades and salary ranges for all classifications based on median and/or mean salaries from the comparable agencies. We will conduct a competitive pay analysis using the market data gathered to assist in the determination of external pay equity and the recommendation of a new base compensation structure. We will conduct a comparative analysis to illustrate the relationships between current pay practices and the newly determined market conditions and develop solutions to address pay equity issues, analyze the financial impact of addressing pay equity issues, and create a market adjustment implementation strategy supporting the City's goals, objectives, and budget considerations. We will develop recommendations covering special compensation issues such as salaries above the maximum; seniority; promotions; maintenance of the salary schedules; etc. Finally, we will evaluate benefit offerings in the labor market and make recommendations for better alignment and/or different benefit offerings as indicated by the analysis and best practices. Draft recommendations will be discussed with the Study Project Team and management prior to developing an Interim Report. Task H. Preparation of draft final and final report and deliverables A Draft Interim Report of the Compensation Study will be completed and submitted to the Study Project Team for review and comment. The report will provide detailed compensation findings, documentation, 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analycic PrOnCISPi City of National City and recommendations. The report will include a set of all market data spreadsheets; a proposed Salary Range document; a policy and procedure to address employees whose base pay exceeds the maximum of their newly assigned pay range; a manual of instructions regarding the administration of the proposed compensation system; discussion of how the compensation program impacts employee recruitment and retention efforts; implementation issues and cost projections surrounding our recommendations; and a guide for rules, policies and procedures for the City in implementing, managing and maintaining the compensation system. Once all of the City's questions/concerns are addressed and discussed, a Final 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. Task I. 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. Should our on -site participation be desired, our stated composite hourly rate will be honored. As mentioned above, however, our internal process usually addresses any appeal issues. Task J. Final presentation Our proposal includes multiple meetings and weekly oral and written status/progress updates to the Study Project Team. Regarding the involvement of the City Council, we recommend at least one initial meeting to confirm the comparator agencies 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 and can readily have more or less interaction with the City Council, based on the City's preferences. Deliverables ➢ A detailed summary of compensation and benefits findings in spreadsheet format with recommendations for an overall compensation 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 projects, timing options, and other transitional plans; and ➢ Provision of recommended implementation and maintenance of the updated compensation plan. Expectations of City Support In order to conduct this Salary Survey in the most timely and cost-effective manner, we ask for support in the following areas: 2835 Seventh Street, Berkeley, California 94710 510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City ➢ Timely provision of written documentation, such as current class specifications, union contracts, organizational charts, budget documents, requests for audits, past salary studies, etc.; ➢ Assistance in scheduling study project team, bargaining unit, 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 would hire 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 meetings, disseminating information, and in general, serving as a channel of communication between our firm and the organization. Communication with the City Our typical communication model includes at least weekly or biweekly written status updates to keep the City informed on where we are at every phase of the project. We have found that most communication can be managed through emails and teleconferences by phone. In addition, the study includes a significant number of meetings with the Study Project Team, human resources, management, employees, employeerepresentation, and City Council, as desired. The meetings and "stakeholder touchpoints" 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 study recommendations. This interactive approach, although time- consuming, has resulted in almost 100% implementation success of K&A's studies. Stakeholder Touchpoints We believe in an interactive and collaborative process with the whole organization and 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, employee representation, managers, and other stakeholders, as appropriate: ➢ Initial study kick-off and Study Project Team briefings; ➢ Stakeholder input regarding a list of appropriate comparator agencies; ➢ City/stakeholder review of compensation study data and contact with stakeholders 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. These steps will ensure that the Salary Survey results in a product that is accepted and trusted by all levels within the organization. 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. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Carrpreher sive Cori p€ sation Stu < anti Analysis Proposal City of National City 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. We often find that clients will call or email with follow-up questions or to discuss certain aspects of the study, or ask 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, 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 email and this is absolutely included in our total lump sum fee for this project. K&A's Distinguishing Characteristics & Managing of Resources Koff & Associates has developed our collaborative, transparent, and inclusive methodology over the course of more than thirty years to ensure optimal outcomes and success rates with all of our projects, particularly when various stakeholders with potentially divergent or conflicting priorities are involved. Our consensus -driven approach has always avoided formal appeals at the end of our studies, ensuring that clients are not left with a divided organization or negatively affected employee morale. Our number one priority is meeting the City's needs and requirements. Having conducted hundreds of compensation studies over the course of our history, our firm has developed project management skills that control costs, ensure on -time delivery of end products, maintain close management of project staff, as well as effective crisis management if unexpected issues and concerns arise throughout the project. In terms of our quality assurance and control, we have trained each one of our team members to submit their project deliverables to the Project Manager (in this case, Georg Krammer) for review and approval and to treat each deliverable as if it were being submitted directly to the client. Working with public agencies, we understand that ultimately the work deliverables and recommendations we produce will become public information and undergo scrutiny not only from internal agency staff but also its appointed officials, as well as the public and potentially, the media. Before delivering any product or recommendation to the City, we ask ourselves whether we would be comfortable seeing our name in the media associated with each particular deliverable. This is the perspective we bring to our approach for quality control and assurance. At a time when public scrutiny of public agency activities, programs, services, compensation, benefits, etc., has never been greater, we understand that the data and recommendations we provide to the City have to be absolutely accurate, vetted, and when questioned, can be supported by the appropriate source documentation. We will report to the designated Study Project Team. Project correspondence, meetings and communications will be directed and coordinated through the designated Project Manager. We will provide periodic project status reports (at least once per week or every two weeks, as desired) that include 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 i tivww.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City progress toward achieving milestones, issues encountered that might cause significant deviations from the project plan and recommendations for corrective actions. The Project Manager and our firm will jointly establish and agree upon written acceptance of each task and deliverable. We believe in a transparent and open -book process and always encourage all stakeholders to contact us with questions and concerns. We want to be the ultimate HR resource for all of the City's study stakeholders. However, we also need to ensure that all stakeholders know what the issues are and how we plan to address them. We like to include all stakeholders in the communication process from the beginning so that they all receive the same information from us as well as the Project Manager. We believe that our hands-on approach creates trust and confidence among study stakeholders and it is important to create a sound comfort -level between us, the Project Manager, and other stakeholders through carefully structured and streamlined communication. Client Feedback We have often found that 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 City management, the City Council, and staff. The time we commit to working with the employees results in 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 our thirty -plus years in business. 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. Our clients always provide us feedback that our process was professional, comprehensive, understandable, timely, and inclusive. Employees, although not necessarily always happy with study outcome or 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. PROJECT SCHEDULE Our professional experience is that compensation studies of this scope take approximately three (3) months to complete, allowing for adequate compensation data collection and analysis, review steps by the City, the development of final reports, and presentations. The Principal in Charge of this project (Georg Krammer) and all key project personnel can commit the time necessary to fulfill the requirements of the project and a completion date of March 7, 2016 is realistic and achievable. The following is.a suggested three month timeline based on the December 1, 2015, date of City Council final approval of a Consultant Contract, as indicated in the RFP's projected timeline: 2835 Seventh Street, Berkeley, California 94710 i 510.658.5633 1 www.KoffAssociates.com 11 Comprehensive Compensation Study at Analysis Proposal City of National City Compensation Study Date of Completion Week 1 A. Initial Documentation Review/Meetings with Study Project Team and B. Confirm Comparator Agencies, and Identify Benchmark Classifications, and Benefits to be Collected Week 2 C. Data Collection Week 8 D. Analysis and Preliminary Data Review Week 9 E. Draft Compensation Findings/Additional Analysis/Study Project Team Meetings Week 10 F. Internal Relationship Analysis and Internal Alignment Week 11 G. Compensation Structure and Implementation Plan Development Week 11 H. Preparation of Draft Final and Final Report and Deliverables Week 12 I. Formal Appeal Process* As needed J. Final Presentation As scheduled 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 12 Comprehensive Compensation Study and Analysis Proposal City of National City FIRM EXPERIENCE AND QUA IF CATIONS General Koff & Associates is a majority woman -owned public sector human resources consulting firm that was founded in 1984 and has been assisting cities, counties, special districts, other public agencies, and non- profit organizations throughout the State of California with their classification and compensation needs for over 30 years. We are a private corporation and our legal name is Kaneko & Krammer Corp. dba Koff & Associates, Inc. Our headquarters are located in Berkeley, CA and we have a satellite office in Brea, CA. We have fourteen (14) staff members. We are a State -certified small business enterprise and a locally certified Very Small Business Enterprise in Alameda County, and Small Local Business, also certified in Alameda County. The owners of the firm are Catherine Kaneko, President, and Georg Krammer, CEO. Experience 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 Directors, Boards of Supervisors, Merit Boards, Joint Power Authorities, and Boards of Trustees. We are familiar with the various organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. The firm's areas of focus are compensation and classification studies (approximately 70% of our workload); organizational development/assessment studies; performance management and incentive compensation programs; development of strategic management tools; policy/procedure development and employee handbooks; executive search and staff recruitments; public agency consolidations and separations; Human Resources audits; and serving as off -site Human Resources Director for our smaller public agencies that need the expertise of a Human Resources Director but do not need a full-time, on - site professional. Without exception, all of our compensation [and classification] studies have successfully met all of our intended commitments; communications were successful with employees, supervisors, management, and employee 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 long list of clients is indicative of its reputation as being a quality organization that can be relied upon for producing comprehensive, sound and cost-effective recommendations and solutions. Koff & Associates has a reputation for being "hands-on" with the ability and expertise to implement its ideas and recommendations through completion in both union and non -union environments. Koff & Associates 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. The fact that we have not had any formal appeals in our thirty years in business, working with hundreds of public 2835 Seventh Street, Berkeley, California 94710 510.658.5633 i www.KoffAssociates.com 13 Comprehensive Compensation Study and Analysis Proposal City of National City agency clients and completing hundreds of classification and compensation studies, a fact about which we are very proud. We take a unique approach that encourages stakeholder participation through interactive communication and education in each phase of every project. This emphasis on client customization, coupled with our expertise in implementing recommendations, is critical to bringing each project to a successful conclusion in both union and non -union environments. The educational aspect of our projects expands to all stakeholders, and we pay special attention to educating and training human resources and project staff in our methodologies and the interpretation of best practices, industry standards, and best management policies. City of National City staff training and thorough documentation ensure that the City can seamlessly implement our recommendations and maintain and administer its new/updated compensation plan going forward. We are always on stand-by for any questions that may come up in the future. Once we complete a study or project, we don't just walk away; rather, we will continue our relationship with our client for any future support they may need. Our goal is to become and remain our client's trusted advisor and HR business partner. Team Qualifications All members of our team have worked on multiple, comprehensive compensation studies and are well acquainted with the wide array of public sector compensation structures, organizational structures, and classification plans, as well as the challenges and issues that arise when conducting studies like this. The next page shows our organization chart for our staff of fourteen (14). 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 1 www.KoffAssociates.com 14 DEBBIE OWEN Sr. Project Manager Comprehensive Compensation Study and Analysis Proposal City of National City GEORG KRAMMER, CEO KATIE KANEKO, President r�- RUTH ZABLOTSKY Administrative Analyst KATHY CROTTY LENISSA DUMLAO Administrative Assts. .�J ALYSSA THOMPSON Project Manager No subcontractors will be retained for this project. Georg 5. Krammer, M.B.A., S.P.H.R. Chief Executive Officer EILEEN KING Marketing Consultant rBARBARA DAVIS ANNE HAYES Senior Consultants RICKI AKIWENZIE ASHLEY ARMSTRONG CINDY HARARY KENDRA HASH Consultants Georg brings close to twenty (20) 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 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 will be assigned as Project Director (i.e., Principal in Charge) for the project and coordinate all of K&A's efforts. He will attend all meetings with the City and be responsible for all work products and deliverables. 2835 Seventh Street, Berkeley, California 94710 510.658.5633 i www.KoffAssociates.com 15 Comprehensive Co r pe cation Study and Analysis Proposal City of National City Alyssa Thompson, Ph. D. Project Manager Alyssa earned a Bachelor's degree in Psychology with a minor in Sociology -Organizational Studies from the University of California, Davis, and a Ph.D. in Organizational Psychology from Alliant International University. She brings with her over ten (10) years of human resources experience in classification and compensation 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 in 2007, Alyssa has led and worked on well over one hundred (100) classification, compensation, organizational assessment, and recruitment projects for cities, counties, and special districts such as cities of Anaheim, Bellflower, Claremont, Fremont, Madera, Monterey, Orange, Sacramento, and Santa Barbara, counties of San Mateo and Tehama, Alameda County Transportation Commission, Berkeley Unified School District, Central Contra Costa Sanitary District, Dublin San Ramon Services District, East Bay Municipal Utility District, Midpeninsula Regional Open Space District, Mount San Antonio College, Oakland Housing Authority, Orange County Sanitation District, Sacramento Council of Governments, Santa Clara Valley Water District, Superior Court of California — County of Orange, and Vallejo Sanitation and Flood Control District. Alyssa will provide consultant support throughout the effort, including compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Anne Hayes Senior Consultant Anne earned a Bachelor's degree in Mathematics and Economics from the University of California, Santa Barbara. Her specialized, diverse experience includes 10 years in the private sector, with 5 years in a management role where she gained experience in assessment analysis, and furthered business performance through the implementation of personnel policies and practices to ensure regulatory compliance, and facilitate the recruitment and retention strategies of the organization. She transitioned to a role within a non-profit organization, specializing in providing labor relations representation to public sector employers, where she gained extensive project management experience specifically in the areas of classification, compensation, and organizational analysis for public sector agencies. Since joining K&A, Anne has been an integral part of project teams working on classification, compensation, and/or organizational studies for many public sector agencies throughout the state of California including, the Cities of Bellflower, Carmel, Compton, Lafayette, Piedmont, Santa Paula, the County of Sonoma, and the following special districts: Alameda Housing Authority, Alameda County Waste Management Authority, Antelope Valley Transportation Authority, Castro Valley Sanitary District, East Valley Water District, Marin Housing Authority, Mountain House Community Services District, Orange County Sanitation District, and the South Tahoe Public Utility District. Anne will provide consultant support throughout the effort, including compensation analysis, internal job analysis, development of recommendations, and implementation strategies. 2835 Seventh Street, Berkeley, California 94710 510.658.5633 1 www.KoffAssociates.com 16 Comprehensive Co Clieni References r nsation Study and Analysis Proposal City of National City Agency and Prcjcci Conlcci City of Anaheim Classification and total compensation study for Library Services Dept. Ms. Belen Ramirez Senior Class & Comp Analyst (714) 765-5159 201 S. Anaheim Blvd., Suite 501 Anaheim, CA 92805 BRamirez@anaheim.net completed in 2014. Ongoing classification and compensation work (2015). City of Avalon (population 3,773) Compensation Study, 2015; Classification Study, 2014. Ms. Gina Schuchard Financial Consultant (714) 425-7726 410 Avalon Canyon Rd. Avalon, CA 90704 gschuchard@cityofavalon.com Finance Director Salary Survey, 2015 City of Bellflower Total compensation study completed in 2007; compensation study Ms. Susan Crumly Human Resources and Risk Manager (562) 804-1424 16600 Civic Center Dr. Bellflower, CA 90706 scrumly@bellflower.org completed in March 2013. Currently conducting citywide Classification and Total Compensation study. City of Jurupa Valley Citywide classification and total compensation study completed in Mr. Alan Kreimeier Director of Administrative Services (951) 332-6464 8930 Limonite Ave. Jurupa Valley, CA 92509 akreimeier@iurupavallev.org 2015. City of Poway Comprehensive classification and total compensation study, Ms. Tina White Assistant City Manager (858) 668-4413 13325 Civic Center Dr. Poway, CA 92064 twhite@poway.org completed in 2008. City of Rancho Palos Verdes Currently in the midst of a Citywide Classification and Total Mr. Sean Robinson Human Resources and Risk Manager (310) 544-5331 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 srobinson@rpv.com Compensation study for Rancho Palos Verdes. (additional references on next page) 2835 Seventh Street, Berkeley, California 94710 i 510.658.5633 I www.KoffAssociates.com 17 Comprehensive Compensation Study and !\n?lysis Proposal City of National City San Diego Housing Commission Ms. Tina Holmes Executive Management and total compensation study, 2012. Human Resources Manager (619) 578-7741 1122 Broadway, Suite 300 San Diego, CA 92101 tinah@sdhc.org East Valley Water District Ms. Kerrie Bryan Comprehensive classification and compensation study completed in Human Resources/Risk and Safety 2015. Manager (909) 806-4087 31111 Greenspot Road Highland, CA 92346 kbryan@eastvalley.org 2835 Seventh Street, Berkeley, California 94710 510.658.5633 I www.KoffAssociates.com 18 Co ehensive Compensation Study and Analysis Proposal City of National City PROPOSED PROJECT COSTS We want to emphasize that we provide an all-inclusive cost amount for the entire study and do not believe in underpricing the effort or change orders along the way, unless the City requests an obvious and identifiable additional level of effort. If the City feels that any of the above -described project tasks are not needed/desired or other should be added, we will be happy to adjust our cost proposal accordingly. We suggest that the City use this cost proposal as a menu of sorts, and we will be happy to negotiate/determine a final scope of work that will meet the City's needs. Salary and Compensation Study Hours A. Initial Document Review/Meetings with Study Project Team and Management Staff 8 B. Confirm Comparator Agencies, and Identify Benchmark Classifications, and Benefits to be Collected 4 C. Data Collection (100 benchmark classifications, 18 comparator agencies) 360 D. Analysis and Preliminary Data Review (100 benchmark classifications, 18 comparator agencies) 180 E. Draft Compensation Findings/Additional Analysis/Study Project Team Meeting(s) 70 F. Internal Relationship Analysis and Internal Alignment 12 G. Compensation Structure and Implementation Plan Development 16 H. Preparation of Draft Final and Final Report and Deliverables 16 I. Formal Appeal Process * 0 J. Final Presentation 8 Anticipated additional meetings with Study Project Team, employees, and/or other Stakeholders 12 Total Professional Hours: 686 Combined professional and clerical composite rate: $115/Hour $78,890 Our fee above includes all expenses: Expenses include but are not limited to duplicating documents, binding reports, phone, supplies, postage, parking, meals, travel time, hotels, rental cars, airfare, etc. TOTAL COST FOR PROJECT NOT TO EXCEED: $78,890 *Additional consulting will be honored at composite rate of $115/hour Billing Policies and Procedures: Our typical billing method is to bill monthly in arrears for work completed in the previous month based on percentage of project task completion. We prefer payment within thirty (30) days of receipt of our invoices. 2835 Seventh Street, Berkeley, California 94710 1510.658,5633 ( www.KoffAssociates.com 19 Comprehensive Compensation Study and Analysis Proposal City of National City Proposal Signature Page Koff & Associates intends to adhere to all of the provisions described in the RFP. This proposal is valid for 90 days. Respectfully submitted, By: KOFF & ASSOCIATES, INC. State of California fulfs.tbou.k.,",u,_kkk_ November 16, 2015 Georg Krammer Date Chief Executive Officer ■Koff ? Associates Soh,Mng the Human Resources Pinzie for 30 Years 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 www.KoffAssociates.com ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/18/2015 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 #0E77964 1-925-671-5110 Integro Insurance Brokers 2300 Contra Costa Blvd Suite 375 Pleasant Hill, CA 94523 INSURED Koff & Associates, Inc. 2835 7th Street Berkeley, CA 94710 COVERAGES CERTIFICATE NUMBER: 45466328 THIS IS CONTACT NAME: Eileen Hollander PHONE 925-852-0445 (A/C. No Ex0• ADDRESS: AEileen.Hollander@integrogroup.com INSURER(S) AFFORDING COVERAGE INSURER A: SENTINEL INS CO LTD INSURERS: HARTFORD ACCIDENT & IND CO INSURERC: HARTFORD INS CO OF THE MIDWEST INSURER D : HOUSTON CAS CO FAX (A/C No): 925-852-0495 NAIC # 11000 22357 37478 42374 INSURER E : INSURER F : REVISION NUMBER: INDICATED. CERTIFICATE EXCLUSIONS INSR - - . • • •- • .,�,� .., .I..,.,I..,.,C LW 1 CV ocLvw rirwt t1EEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDL INSR SUBR WVO POLICY NUMBER POLICY (MM/DO//YYYY) (MMLDDYEXP ) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X X 57 SBA AZ7015 SC 10/01/15 10/01/16 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1, 000, 000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10 , 000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GGEjN'L AGGREGATE POLICY LIMIT APPLIES PRO- JFCT PER: LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED AUTOS X X 57 UEC IZ7944 10/01/15 10/01/16 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 57 SBA AZ7015 10/01/15 10/01/16 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED X RETENTION $10,000 c D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, desc be under / N N N/A X 57 WEC LY6165 10/01/1- 10/01/16 x WCSTATU- TORY LIMITS OTH- ER $ E.L. EACH ACCIDENT $ 1,000, 000 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 Liability H-715-105397 CLAIMS -MADE 03/01/15 03/01/16 Each Claim In the Aggregate 1,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: Professional Consultant Agreement Additional Insured(s): The Certificateholder is included as Additional Insured but only as respects to operations of tht Named Insured for the above agreement-General/Auto Liability coverage only-Primary/Non-Contributory/Waiver of Subrogation as per the attached endorsements Claims Made Date: 04/16/14 Applicable Form(s): SS0008 0405, SS1223 0611, HA9916 0312 & IH0313 0611 & WC99 0303B (`FRTIFIr ATc ur i nco CANCELLATION City of National City, its officers and employees 140 East 12th St., Suite A National City, CA 91950 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) EHollander 45466328 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD c. d, I 0 g. B C. WHO iS e. f. Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. Athletics Activities To a person injured while practicing, nstructing or participating in any physical exercises or games, sports or athletic contests, Products -Completed Operations Hazard nduded with the "products -completed perations hazard", usiness Liability Exclusions Excluded under Business Liability Coverage. AN INSURED 1. If you are designated In the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a €imited liab€lity company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are Insureds for. (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business: (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker' as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 w0100257AZ70150107 tesaGyar 53.11,19,11. (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) Wrth respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative if You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The Insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIAB1Lrry COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment WRh respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is' also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a, b. • 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed. in a written "Bodily injury" to a co -"employee" of the person driving the equipment; or "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision Page 11 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages, a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor, (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 m CO *0100257AZ70150107 (2) Nth respect to the Insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; OF (b) in the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to ".bodily injury° "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this Insurance does not apply to: f. (2) (a) "Bodily injury", "property damage or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage' included within the "products - completed operations hazard". Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (I) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising Injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare Or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. •How this insurance applies when other Insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of thenumber of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The rnost we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of " all other "bodily injury", "property damage" or "personal and advertising injury". including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting Tots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of tire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person Is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of ail "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay .under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS DO 08 04 08 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 *0100257A270150107 .1101WAMO Mammy Mag • If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above, The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 06 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Page 15 of 24 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured, 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage'' liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. Wth respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative, 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements In the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance Is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You Thatis fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A.— Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Form SS 00 08 04 05 Named Insured: Koff & Associates, Inc. Policy #57SBAAZ7015 ' *0100257AZ70250207 MMIE FrEE (7) (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described In c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit' if any other insurer has a duty to defend the insured against that "suit". if no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS UABILITY COVERAGE FORM VVnen this insurance Is excess over other insurance, we wilt pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits, Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all Insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery if the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them, This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 Policy Number: 57 SBA AZ7015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form SS 12 23 0611 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011, The Hartford Page 1 of 1 Policy Number: 57 UEC IZ7944 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: Form HA 99 16 03 12 d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. (3) Form HA 99 16 03 12 E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial Toss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. Form HA 99 16 03 12 (3) 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: Form HA 9916 03 12 If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," Form HA 9916 03 12 c. Regardless of the number of autos deemed a total Toss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 Policy Number: 57 UEC IZ7944 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. Form IN 03 13 06 11 If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. © 2011, The Hartford Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WEC LY6165 Endorsement Number: Effective Date: 10/01/15 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: KANEKO & KRAMMER, INC. 6400 HOLLIS ST #5 EMERYVILLE, CA 94608 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: SUBJECT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART - THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 06 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming INDEX PAGE SUBJECT 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B. Part One Does Not Apply C. Application of Coverage D. Additional Exclusions E. West Virginia EXTENDED OPTIONS 01 Employers' Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A. How This Reimbursement Applies B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others F. Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers' Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States PAGE 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: 0 8 / 17 / 15 Policy Expiration Date: 10 / 01 / 16 © 2000, The Hartford 5 5 5 6 6 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.B. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease OR $500,000 Each Accident $500,000 Policy Limit $500,000 Each Employee 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: CA Countersigned by B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 RESOLUTION NO. 2015 — 176 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH KOFF & ASSOCIATES IN AN AMOUNT NOT EXCEED $78,890 FOR THE COMPLETION OF A COMPREHENSIVE COMPENSATION STUDY AND ANALYSIS OF THE CITY'S CONFIDENTIAL, EXECUTIVE, MANAGEMENT, MUNICIPAL EMPLOYEES' ASSOCIATION, AND PART-TIME EMPLOYEE GROUPS WHEREAS, on June 16, 2015, the City Council approved a three-year Labor Agreement between the City and the Municipal Employees' Association ("MEA"); and WHEREAS, under the terms of Article 21 of the Labor Agreement, the City committed to conducting a total compensation survey for the purpose of determining current market placement of classifications represented by MEA, and establishing compensation for such classifications for Fiscal Year 2017; and WHEREAS, in September, 2015, the City Council provided similar market study direction to the City Manager related to the Executive and Management employee groups; and WHEREAS, the last formal compensation study was completed fifteen years ago; and WHEREAS, given the extent of the operational and compensatory relationship between classifications in the MEA employee group and the Confidential and Part -Time employee groups, the scope of the RFP was expanded to include those two groups, but there is no obligation on the part of the City to adjust compensation for those two groups based on the results of the study; and WHEREAS, after completing an evaluation of the three responsive proposal packages and interviewing each firm, staff recommends entering into an Agreement with Koff & Associates for a comprehensive classification study for an amount not to exceed $78,890. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Koff & Associates for an amount not exceed $78,890 for the completion of a comprehensive compensation study and analysis of the City's Confidential, Executive, Management, Municipal Employees' Association, and Part -Time employee groups. PASSED and ADOPTED this 1st day of Decemb 015. ATTEST: j...e„ie..(Dal a Clerk R. y C on Morrison, Mayor PPROVED S TO F•'M: audia Gacit 'a Silv City Attorney Passed and adopted by the Council of the City of National City, California, on December 1, 2015 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of Natio al City, California i� City C -rk of the C. y of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2015-176 of the City of National City, California, passed and adopted by the Council of said City on December 1, 2015. City Clerk of the City of National City, California By: Deputy Cr4 00 -\y CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: December 1, 2015 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Koff & Associates in an amount not exceed $78,890 for the completion of a comprehensive compensation study and analysis of the City's Confidential, Executive, Management, Municipal Employees' Association and Part - Time employee groups. PREPARED BY: Stacey Stevenson PHONE: 336-4308 EXPLANATION: See attached staff report. DEPARTMENT: Human Resources APPROVED BY: FINANCIAL STATEMENT: APPROVED: `04e Finance ACCOUNT NO. APPROVED: $35,000 from 001-417-083-213 (Human Resources, Professional Services) $43,890 from 001-409-000-213 (Non -Departmental, Professional Services) Refer to the fiscal impact statement of the attached staff report for further explanation. ENVIRONMENTAL REVIEW: This is not a project and, therefore, is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: MIS STAFF RECOMMENDATION: Adopt the resolution authorizing the Mayor to execute an agreement with Koff & Associates. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Agreement Resolution QA.\ 'ao%E - ‘96 CALIFORNIA NATIONAL CITY v. INCORPORATED O City Council Staff Report December 1, 2015 ITEM Staff Report: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Koff & Associates in an amount not exceed $78,890 for the completion of a comprehensive compensation study and analysis of the City's Confidential, Executive, Management, Municipal Employees' Association and Part -Time employee groups. BACKGROUND On June 16, 2015, the City Council of the City of National City approved a three year labor agreement between the City and the Municipal Employees' Association (MEA). Under the terms of Article 21 of the approved agreement, the City committed to conducting a total compensation survey for the purpose of determining current market placement of classifications represented by MEA and establishing compensation for such classifications for Fiscal Year 2017. In September, 2015, the City Council provided similar market study direction to the City Manager related to the Executive and Management employee groups. Records indicate that the last formal compensation study was completed fifteen years ago. DISCUSSION In response to the action/direction noted above, staff issued a Request for Proposals (RFP) on October 12, 2015 seeking a qualified firm to perform a comprehensive classification study. Given the extent of the operational and compensatory relationship between classifications in the MEA employee group and the Confidential and Part -Time employee groups, the scope of the RFP was expanded to include those two groups. However, there is no obligation on the part of the City to adjust compensation for said two groups based on the results of the study. In total, the City received three responsive proposal packages. All three proposals were evaluated and all three firms were interviewed. Having completed this process, staff has issued a tentative award to Koff & Associates (Koff) at an amount not to exceed $78,890. Should Council authorize the Mayor to execute the agreement, staff will immediately begin to work with Koff & MEA in identifying the benchmark classifications to be used in the study (as required under the terms of Article 21). Based on the timeline established in the RFP and agreed to by Koff, the study will be completed on or before March 7, 2015. Page 2 Staff Report — Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Koff & Associates in an amount not exceed $78,890. December 1, 2015 RECOMMENDATION Authorize the Mayor to execute an agreement between the City and Koff & Associates in an amount not exceed $78,890 for the completion of a comprehensive compensation study and analysis of the City's Confidential, Executive, Management, Municipal Employees' Association and Part -Time employee groups. FISCAL IMPACT The Fiscal Year 2016 budget includes an allocation of $35,000 in the Human Resources Department for this project. The remaining balance needed to award the agreement ($43,890) will be taken from Non -Departmental with the authorization of the City Manager. It is anticipated that the mid -year budget package will include a request for a supplemental appropriation for the $43,890 in order to replenish the Non -Departmental account for other unforeseen needs. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND KOFF & ASSOCIATES THIS AGREEMENT is entered into this 1st day of December 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Koff & Associates, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a comprehensive compensation study and analysis of CITY job classifications. WHEREAS, the CITY has determined that the CONSULTANT is a human resources consulting firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform the following services related to the CITY's Confidential, Executive, Management, Municipal Employees' Association and Part -Time employee groups: • Review of current compensation practices and related issues; • Recommending salary survey benchmarks in conjunction with relevant benchmark classifications in all other cities in San Diego County; • Conducting a total compensation survey of the 18 cities comprising San Diego County Carlsbad Encinitas National City Santee Chula Vista Escondido Oceanside Solana Beach Coronado Imperial Beach Poway Vista Del Mar La Mesa San Diego El Cajon Lemon Grove San Marcos • Completing internal salary relationship analysis including the development of appropriate internal relationship guidelines (internal equity); • Systematically assessing each classification in relation to other San Diego County comparable classifications • Providing a final report to include an analysis of the market placement for each National City classification (or benchmark classification). Provided data should include: o Base salary and total compensation for each classification, including information on the factors used in determining total compensation. o National City's market placement under both scenarios (base salary and total compensation) o The average base salary and total compensation figures for each classification o National City's percentage and standard deviation from the mean. • Providing written documentation of assessment methodology and assessment for each position; • Developing externally competitive and internally equitable salary recommendations for each job class included in the study; • Recommending the vertical salary relationship/differentials between classes in each class series. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at coordination and project status meetings with staff, labor representatives, the City Manager and/or the City Council as deemed necessary. The CITY will coordinate the dates, times and locations of all such meetings with the CONSULTANT. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stacey Stevenson, Director of Administrative Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Georg S. Krammer, Chief Executive Officer thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work shall not exceed the schedule given in Exhibit "A" (the Base amount) without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the scope of work and CONSULTANT's proposal, Exhibit "A" as determined by the CITY. 2 City's Standard Agreement —2014 revision The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 1, 2015. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 3 City's Standard Agreement —2014 revision 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions 4 City's Standard Agreement —2014 revision necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. 5 City's Standard Agreement —2014 revision The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. n If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property 6 City's Standard Agreement-2014 revision damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's 7 City's Standard Agreement —2014 revision fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally 8 City's Standard Agreement —2014 revision delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stacey Stevenson Director of Adminstrative Services City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Georg S. Krammer Chief Executive Officer Koff & Associates 2835 Seventh Street Berkeley, CA 94710 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a fmancial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City 9 City's Standard Agreement —2014 revision Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after fmal payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 10 City's Standard Agreement —2014 revision K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY KOFF & ASSOCIATES By: By: Ron Morrison, Mayor (Name) (Print) APPROVED AS TO FORM: (Title) Claudia Gacitua Silva By: City Attorney (Name) (Print) (Title) 11 City's Standard Agreement-2014 revision Exhibit A November 16, 2015 Comprehensive Compensation Study & Analysis Proposal City of National City, California Koff & Associates GEORG S. KRAMMER Chief Executive Officer 2835 Seventh Street Berkeley, CA 94710 www.KoffAssociates.com gkrammer@koffassociates.com Tel: 510.658.5633 Fax: 510.652.5633 ■Koff & Associates Solving the Human Resources Puzzle tor 30 Years November 16, 2015 Ms. Stacey Stevenson Director of Administrative Services City of National City 140 East 12th St., Suite A National City, CA 91950 Dear Ms. Stevenson: Thank you for the opportunity to respond to your Request for Proposal for a Comprehensive Compensation Study and Analysis for the employees of the City of Nation& City ("City"). We are most interested in assisting the City with this important study and feel that we are uniquely qualified to provide value to your organization based on our experience working with a wide variety of other cities, counties, special districts, Joint Power Authorities, and other public agencies throughout California. Koff & Associates is an experienced Human Resources consulting firm that has been providing compensation consulting services to cities, counties, special districts, courts, educational institutions, and other public agencies for thirty-one years. The firm is a woman -owned California small business corporation and has achieved a reputation for working successfully with management, employees, union representatives, and governing bodies. We believe in a high level of dialogue and input from study stakeholders and our proposal speaks to that level of effort. That extra effort has resulted in close to 100% implementation of all of our compensation and classification studies. As Chief Executive Officer of the firm, I will assume the role of Project Director and be responsible for the successful completion of this project. My email is gkrammer@koffassociates.com and I can be reached at our Berkeley office at the address and phone number listed below and on the cover page. Our proposal is a firm offer to enter into a contract to perform work related to the RFP for a period of 90 days from the due date of proposals; there are no conflicts of interest, actual or apparent, that would limit our ability to provide the requested services. Please call if you have any questions or wish additional information. We look forward to the opportunity to provide professional service to City of National City in this important endeavor. Sincerely, Georg S. Krammer Chief Executive Officer 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 1 www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City TABLE OF CONTENTS Overview and Summary 1 Work Plan 3 Project Schedule 11 Firm Experience & Qualifications 13 Proposed Project Costs 20 Signature Page 2835 Seventh Street, E rkeley, California 94710 1510.658.5633 I www.koffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City OVERVIEW AND SUMMARY Unc erstanding of the Project and Its Purpose The City of National City ("City") desires human resources consulting assistance to conduct an objective Comprehensive Compensation Study and Analysis using eighteen (18) cities comprising San Diego County as comparator agencies, for one hundred twenty-five (125) of its one hundred fifty-nine (159) total classifications. The City is seeking to bring all its classifications to market average; more specifically, the City is seeking to evaluate the internal relationships and organizational structure to develop a new compensation structure for four (4) of its employee groups. The four (4) employee groups are: 1. General Municipal; 2. Executive and Management; 3. Confidential Employees; and 4. Part-time Employees. The study's purpose is to review the City's compensation structure for all studied classifications and to conduct a compensation market survey (salaries and benefits) using a set of appropriate comparator agencies. The identification of comparator agencies, benchmark classifications, and benefits to be collected 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 City's approved comparator list currently consists of eighteen (18) agencies, which includes San Diego County cities with comparable positions. The RFP indicates the City's defined labor market includes the following comparator agencies within San Diego County: 1. Carlsbad; 2. Chula Vista; 3. Coronado; 4. Delmar; 5. El Cajon; 6. Encinitas; 7. Escondido; 8. Imperial Beach; 9. La Mesa; 10. Lemon Grove; 11. National City; 12. Oceanside; 13. Poway; 14. San Diego; 15. San Marcos; 16. Santee; 17. Solana Beach; and 18. Vista. The compensation study will contain specific recommendations regarding the integration of all study classifications into a clear compensation structure, with the goal of developing a clearly designed, internally equitable format that is flexible for career opportunity and future growth. Our study will make recommendations regarding: [1] a salary structure that takes the City's compensation preferences into consideration, and, [2] the appropriate placement of each classification on that structure. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City We will work with the City to determine the benefit detail it would like us to gather and report. The study includes a significant number of meetings with the Study Project Team, City management, employees, and employee representation, as 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 encourage a collaborative and interactive approach that will result in greater buy -in for study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies. 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 study recommendations. This interactive approach, although time-consuming, has resulted in almost 100% implementation success of K&A's studies. Summary of Proposed Approach Compensation Study Approach and Objectives: ➢ To make recommendations regarding a list of appropriate comparator agencies, benchmark classifications, and benefits to be collected; • To collect accurate salary and benefit 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 Human Resources, management, the Study Project Team, and employees; ➢ 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 structure and practices and develop compensation recommendations that will assist the City to recruit, motivate, and retain competent staff; ➢ To develop solutions to address pay equity issues, analyze the financial impact of addressing pay equity issues, and create a market adjustment implementation strategy supporting the organization's goals, objectives, and budget considerations; ➢ To evaluate benefit offerings in the labor market and make recommendations for better alignment and/or different benefit offerings as indicated by the analysis and best practices; ➢ To create an inclusive final report summarizing the administrative and process methodologies, analytical tools, findings, and recommended compensation structure; 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 our recommendations can be implemented and maintained in a competent and fair manner. 2835 Seventh Street, Berkeley, California 94710 510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City Overall Study Approach and Objectives: ➢ To review and understand all current documentation, rules, regulations, policies, procedures, budgets, organizational charts, memoranda of understanding, personnel policies, wage and salary schedules, and related information so that our findings and recommendations can be operationally incorporated with a minimum of disruption; To conduct start-up Study Project Team meetings with management, study project staff, and other stakeholders to gain a full understanding of areas of concern, past practices, future goals, etc. with respect to the development of compensation reports and recommendations; finalize study plans and timetables; conduct orientation sessions with study stakeholders in order to educate and explain the scope of the study and describe what are and are not reasonable study expectations and goals; ✓ To develop a compensation structure that meets all legal requirements, is totally non-discriminatory, and easily accommodates organizational change and growth; ➢ 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 for management and other staff, as appropriate, in compensation analysis methodologies so that the City can integrate, maintain, administer, and defend any recommended changes after the initial implementation; and To provide effective ongoing communications throughout the duration of the project and continued support after implementation. WORK PLA This section of the proposal identifies the actual scope of work. We believe that our detailed explanation of methodology and work tasks clearly distinguishes our approach and comprehensiveness. Task A. Initial documentation review/meetings with study project team and management staff This phase includes identifying the City's Study Project Team, 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, City management, and employee representation; and develop a timetable for conducting the same. Included in this task will be the gathering of written documentation and assembling current organizational charts, salary schedules, budgets, memoranda of understanding, personnel policies, and other relevant documentation to gain a detailed understanding of City compensation and benefit policies and practices. City terminology and methods of current compensation procedures will be reviewed and agreed to. We will discuss methodology and agree to a report format and identify the desired list of benefit data to be surveyed for compensation survey purposes. We will respond to questions. 2835 Seventh Street, Berkeley, California 94710 l 510.658.5633 1 www.KoffAssociates.com 3 Comprehensive Compensation Study and Analysis Proposal City of National City Task B. Confirm comparator agencies and identify benchmark classifications and benefits to be collected During the initial meeting with the Study Project Team, we will discuss the compensation study factors that need to be agreed upon. We will confirm the selected comparator agencies that will be included in the external market survey, which will be the foundation of ensuring that the City's salaries for the studied classifications are competitively aligned with the external labor market (and that the City's organizational structure and operations follow industry best practices). We will also identify those classifications that will be surveyed in the market (i.e., benchmark classifications), with the intention of internally aligning the remaining classifications with those that were surveyed. Finally, we will determine the list of benefits that the City wants to be included in the total compensation data gathering process. 1. Confirmation of Comparator Agencies: The selection of comparator agencies is considered a critical step in the Salary Survey process. We understand that the City is interested in having all eighteen (18) San Diego County cities surveyed, as stated above. 2. Determination of Benchmark Classifications: In the same collaborative manner as in Step 1 above, we will work with the City's stakeholders to select those classifications that will be surveyed. "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 typically recommend using 60%- 65% of classifications as benchmarks. . It is our understading that approximately 125 classifications will be part of the study. Based on a review of the City's list of classifications, we are not certain if all 125 will need to be surveyed. Our cost proposal contains different options based on different numbers of benchmark classifications for purposes of cost comparison. 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. Again, we recommend a dialogue with the various stakeholders to come to an agreement as to which total compensation components should be gathered and how to present that data as a point of comparison between the City and the labor market. 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 retirement or other benefits. Employee Retirement — This includes two figures: [1] the amount of the employee's State or other public or private retirement contribution that is contributed by the City, and [2] the amount 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com KQ Comprehensive Compensation Study and Analysis Proposal City of National City of the City's Social Security contribution. With healthcare cost rising and retiree healthcare and liabilities increasing for many public agencies, we typically collect retiree health information as well. However, we do not roll this cost into our total compensation analysis but report it separately by describing what the policies/liabilities are. ➢ Insurance — This typically includes Health, Dental, Vision, Life, Long -Term Disability, Short -Term Disability, Employee Assistance Program (EAP), and other insurance coverage. 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. i 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. We will gather up to five (5) additional benefit components that the City may be interested in, such as educational/certification/license incentives, tuition reimbursement, etc. Task C. Data collection Our firm does not collect market compensation 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 and Interruptions) 5. Independence of Action/Responsibility 6. Contacts with Others/Internal/External 7. Supervision Received and/or Given to Others 8. Consequences of Action/Decisions Made on the Job 9. Working Conditions 10. Physical/Mental Demands 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 1 www.KoffAssociates.com 5 Comprehensive Compensation Study and Analysis Proposal City of National City Our analysis will include written documentation of our assessment methodology and assessment for each position surveyed. We typically collect classification descriptions, organization charts, salary schedules, personnel policies, MOUs, and other information via website, by telephone, or by an onsite interview. With the prior knowledge from the data gathered directly 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 by employees, management, as well as governing bodies. In terms of record keeping, we will create electronic file folders for each comparator agency that we survey, including all documentation listed above, so that we have all of the source documentation to support the data and findings of the study. Task D. 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. We understand that the City's focus in on the statistical mean/average and we will discuss with the City as to whether the median should be shown in our reports or not. 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 is above/below the market values. In addition, we can include any type of statistical representation and analysis that the City may desire such as 60tn 70tn or any other percentiles. Benefits data will be displayed in an easy -to -read format. You will receive three sets of spreadsheets per classification, one with base pay, one with the benefits detail, and one with total compensation statistical data. In addition, we are often asked to collect "other" benefits (as listed in the benefits section above), which we typically report on a separate spreadsheet. Task E. Draft compensation findings/additional analysis/study project team meetings We distribute our draft findings to City management in a comparative report including the spreadsheets described above in Task D. After their preliminary review, K&A will meet with City management, and other stakeholders as desired, 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 data. If questions arise, we conduct follow-up analysis to reconfirm our original analysis and/or make corrections as appropriate. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City Task F. Internal relationship analysis and internal alignment To determine internal equity for all studied positions, considerable attention will be given to this phase of the project. It is necessary to develop an internal position hierarchy based on the organizational value of each classification. Again, we utilize the whole position analysis methodology as described above. By reviewing those factors, we will make recommendations regarding vertical salary differentials between classes in a class series (if recommended), as well as across departments. 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 existing classification structure. Task G. Compensation structure and implementation plan 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 within which the classes are allocated (set of salary ranges, salary differentials, steps within ranges, and/or alternative compensation plans), based upon the City's preferred compensation model. We will develop recommendations for pay grades and salary ranges for all classifications based on median and/or mean salaries from the comparable agencies. We will conduct a competitive pay analysis using the market data gathered to assist in the determination of external pay equity and the recommendation of a new base compensation structure. We will conduct a comparative analysis to illustrate the relationships between current pay practices and the newly determined market conditions and develop solutions to address pay equity issues, analyze the financial impact of addressing pay equity issues, and create a market adjustment implementation strategy supporting the City's goals, objectives, and budget considerations. We will develop recommendations covering special compensation issues such as salaries above the maximum; seniority; promotions; maintenance of the salary schedules; etc. Finally, we will evaluate benefit offerings in the labor market and make recommendations for better alignment and/or different benefit offerings as indicated by the analysis and best practices. Draft recommendations will be discussed with the Study Project Team and management prior to developing an Interim Report. Task H. Preparation of draft final and final report and deliverables A Draft Interim Report of the Compensation Study will be completed and submitted to the Study Project Team for review and comment. The report will provide detailed compensation findings, documentation, 2835 Seventh Street, Berkeley, California 94710 510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City and recommendations. The report will include a set of all market data spreadsheets; a proposed Salary Range document; a policy and procedure to address employees whose base pay exceeds the maximum of their newly assigned pay range; a manual of instructions regarding the administration of the proposed compensation system; discussion of how the compensation program impacts employee recruitment and retention efforts; implementation issues and cost projections surrounding our recommendations; and a guide for rules, policies and procedures for the City in implementing, managing and maintaining the compensation system. Once all of the City's questions/concerns are addressed and discussed, a Final 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. Task I. 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. Should our on -site participation be desired, our stated composite hourly rate will be honored. As mentioned above, however, our internal process usually addresses any appeal issues. Task J. Final presentation Our proposal includes multiple meetings and weekly oral and written status/progress updates to the Study Project Team. Regarding the involvement of the City Council, we recommend at least one initial meeting to confirm the comparator agencies 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 and can readily have more or less interaction with the City Council, based on the City's preferences. Deliverables Ex ➢ A detailed summary of compensation and benefits findings in spreadsheet format with recommendations for an overall compensation 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 projects, timing options, and other transitional plans; and ➢ Provision of recommended implementation and maintenance of the updated compensation plan. Dectations of City Support In order to conduct this Salary Survey in the most timely and cost-effective manner, we ask for support in the following areas: 2835 Seventh Street, Berkeley, California 94710 510.658.5633 I www.KoffAssociates.com Comprehensive Compensation Study and Analysis Proposal City of National City Timely provision of written documentation, such as current class specifications, union contracts, organizational charts, budget documents, requests for audits, past salary studies, etc.; ➢ Assistance in scheduling study project team, bargaining unit, 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 would hire 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 meetings, disseminating information, and in general, serving as a channel of communication between our firm and the organization. C_�,orrimunication with the City Our typical communication model includes at least weekly or biweekly written status updates to keep the City informed on where we are at every phase of the project. We have found that most communication can be managed through emails and teleconferences by phone. In addition, the study includes a significant number of meetings with the Study Project Team, human resources, management, employees, employee representation, and City Council, as desired. The meetings and "stakeholder touchpoints" 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 study recommendations. This interactive approach, although time- consuming, has resulted in almost 100% implementation success of K&A's studies. takeholder Touchpoints We believe in an interactive and collaborative process with the whole organization and 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, employee representation, managers, and other stakeholders, as appropriate: ➢ Initial study kick-off and Study Project Team briefings; Stakeholder input regarding a list of appropriate comparator agencies; ➢ City/stakeholder review of compensation study data and contact with stakeholders 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. These steps will ensure that the Salary Survey results in a product that is accepted and trusted by all levels within the organization. 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. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 9 Comprehensive Compensation Study and Analysis Proposal City of National City 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. We often find that clients will call or email with follow-up questions or to discuss certain aspects of the study, or ask 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, 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 email and this is absolutely included in our total lump sum fee for this project. K&A's Distinguishing Characteristics & Managing of Resources Koff & Associates has developed our collaborative, transparent, and inclusive methodology over the course of more than thirty years to ensure optimal outcomes and success rates with all of our projects, particularly when various stakeholders with potentially divergent or conflicting priorities are involved. Our consensus -driven approach has always avoided formal appeals at the end of our studies, ensuring that clients are not left with a divided organization or negatively affected employee morale. Our number one priority is meeting the City's needs and requirements. Having conducted hundreds of compensation studies over the course of our history, our firm has developed project management skills that control costs, ensure on -time delivery of end products, maintain close management of project staff, as well as effective crisis management if unexpected issues and concerns arise throughout the project. In terms of our quality assurance and control, we have trained each one of our team members to submit their project deliverables to the Project Manager (in this case, Georg Krammer) for review and approval and to treat each deliverable as if it were being submitted directly to the client. Working with public agencies, we understand that ultimately the work deliverables and recommendations we produce will become public information and undergo scrutiny not only from internal agency staff but also its appointed officials, as well as the public and potentially, the media. Before delivering any product or recommendation to the City, we ask ourselves whether we would be comfortable seeing our name in the media associated with each particular deliverable. This is the perspective we bring to our approach for quality control and assurance. At a time when public scrutiny of public agency activities, programs, services, compensation, benefits, etc., has never been greater, we understand that the data and recommendations we provide to the City have to be absolutely accurate, vetted, and when questioned, can be supported by the appropriate source documentation. We will report to the designated Study Project Team. Project correspondence, meetings and communications will be directed and coordinated through the designated Project Manager. We will provide periodic project status reports (at least once per week or every two weeks, as desired) that include 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 1 www.KoffAssociates.com 10 Comprehensive Compensation Study and Analysis Proposal City of National City progress toward achieving milestones, issues encountered that might cause significant deviations from the project plan and recommendations for corrective actions. The Project Manager and our firm will jointly establish and agree upon written acceptance of each task and deliverable. We believe in a transparent and open -book process and always encourage all stakeholders to contact us with questions and concerns. We want to be the ultimate HR resource for all of the City's study stakeholders. However, we also need to ensure that all stakeholders know what the issues are and how we plan to address them. We like to include all stakeholders in the communication process from the beginning so that they all receive the same information from us as well as the Project Manager. We believe that our hands-on approach creates trust and confidence among study stakeholders and it is important to create a sound comfort -level between us, the Project Manager, and other stakeholders through carefully structured and streamlined communication. Client Feedback We have often found that 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 City management, the City Council, and staff. The time we commit to working with the employees results in 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 our thirty -plus years in business. 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. Our clients always provide us feedback that our process was professional, comprehensive, understandable, timely, and inclusive. Employees, although not necessarily always happy with study outcome or 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. PROJECT SCHEDULE Our professional experience is that compensation studies of this scope take approximately three (3) months to complete, allowing for adequate compensation data collection and analysis, review steps by the City, the development of final reports, and presentations. The Principal in Charge of this project (Georg Krammer) and all key project personnel can commit the time necessary to fulfill the requirements of the project and a completion date of March 7, 2016 is realistic and achievable. The following is a suggested three month timeline based on the December 1, 2015, date of City Council final approval of a Consultant Contract, as indicated in the RFP's projected timeline: 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com Comprehgnc k p nsation Study and Analysis Proposal City of National City Dale of ompletion A. Initial Documentation Review/Meetings with Study Project Team and Management Staff Week 1 B. Confirm Comparator Agencies, and Identify Benchmark Classifications, and Benefits to be Collected Week 2 C. Data Collection Week 8 D. Analysis and Preliminary Data Review Week 9 E. Draft Compensation Findings/Additional Analysis/Study Project Team Meetings Week 10 F. Internal Relationship Analysis and Internal Alignment Week 11 G. Compensation Structure and Implementation Plan Development Week 11 H. Preparation of Draft Final and Final Report and Deliverables Week 12 I. Formal Appeal Process* As needed J. Final Presentation As scheduled 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 12 Comprehensive Compensation Study and Analysis Proposal City of National City FIRM EXPERIENCE AND QUALIFICATIONS General Koff & Associates is a majority woman -owned public sector human resources consulting firm that was founded in 1984 and has been assisting cities, counties, special districts, other public agencies, and non- profit organizations throughout the State of California with their classification and compensation needs for over 30 years. We are a private corporation and our legal name is Kaneko & Krammer Corp. dba Koff & Associates, Inc. Our headquarters are located in Berkeley, CA and we have a satellite office in Brea, CA. We have fourteen (14) staff members. We are a State -certified small business enterprise and a locally certified Very Small Business Enterprise in Alameda County, and Small Local Business, also certified in Alameda County. The owners of the firm are Catherine Kaneko, President, and Georg Krammer, CEO. 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 Directors, Boards of Supervisors, Merit Boards, Joint Power Authorities, and Boards of Trustees. We are familiar with the various organizational structures, agency missions, operational and budgetary requirements, and staffing expectations. The firm's areas of focus are compensation and classification studies (approximately 70% of our workload); organizational development/assessment studies; performance management and incentive compensation programs; development of strategic management tools; policy/procedure development and employee handbooks; executive search and staff recruitments; public agency consolidations and separations; Human Resources audits; and serving as off -site Human Resources Director for our smaller public agencies that need the expertise of a Human Resources Director but do not need a full-time, on - site professional. Without exception, all of our compensation [and classification] studies have successfully met all of our intended commitments; communications were successful with employees, supervisors, management, and employee 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 long list of clients is indicative of its reputation as being a quality organization that can be relied upon for producing comprehensive, sound and cost-effective recommendations and solutions. Koff & Associates has a reputation for being "hands-on" with the ability and expertise to implement its ideas and recommendations through completion in both union and non -union environments. Koff & Associates 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. The fact that we have not had any formal appeals in our thirty years in business, working with hundreds of public 2835 Seventh Street, Berkeley, California 94710 510.658.5633 www.KoffAssociates.com 13 Comprehensive Compensation Study and Analysis Proposal City of National City agency clients and completing hundreds of classification and compensation studies, a fact about which we are very proud. We take a unique approach that encourages stakeholder participation through interactive communication and education in each phase of every project. This emphasis on client customization, coupled with our expertise in implementing recommendations, is critical to bringing each project to a successful conclusion in both union and non -union environments. The educational aspect of our projects expands to all stakeholders, and we pay special attention to educating and training human resources and project staff in our methodologies and the interpretation of best practices, industry standards, and best management policies. City of National City staff training and thorough documentation ensure that the City can seamlessly implement our recommendations and maintain and administer its new/updated compensation plan going forward. We are always on stand-by for any questions that may come up in the future. Once we complete a study or project, we don't just walk away; rather, we will continue our relationship with our client for any future support they may need. Our goal is to become and remain our client's trusted advisor and HR business partner. Team Qualifications All members of our team have worked on multiple, comprehensive compensation studies and are well acquainted with the wide array of public sector compensation structures, organizational structures, and classification plans, as well as the challenges and issues that arise when conducting studies like this. The next page shows our organization chart for our staff of fourteen (14). 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 14 KQ Comprehensive Compensation Study and Analysis Proposal City of National City GEORG KRAMMER, CEO KATIE KANEKO, President RUTH ZABLOTSKY Administrative Analyst KATHY CROTTY LENISSA DUMLAO Administrative Assts. EILEEN KING Marketing Consultant DEBBIE OWEN Sr. Project Manager ALYSSA THOMPSON Project Manager No subcontractors will be retained for this project. Georg 5. Krammer, M.B.A., S.P.H.R. Chief Executive Officer BARBARA DAVIS ANNE HAYES Senior Consultants RICKI AKIWENZIE ASHLEY ARMSTRONG CINDY HARARY KENDRA HASH Consultants Georg brings close to twenty (20) 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 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 will be assigned as Project Director (i.e., Principal in Charge) for the project and coordinate all of K&A's efforts. He will attend all meetings with the City and be responsible for all work products and deliverables. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 15 KQ Comprehensive Compensation Study and Analysis Proposal City of National City Alyssa Thompson, Ph. D. Project Manager Alyssa earned a Bachelor's degree in Psychology with a minor in Sociology -Organizational Studies from the University of California, Davis, and a Ph.D. in Organizational Psychology from Alliant International University. She brings with her over ten (10) years of human resources experience in classification and compensation 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 in 2007, Alyssa has led and worked on well over one hundred (100) classification, compensation, organizational assessment, and recruitment projects for cities, counties, and special districts such as cities of Anaheim, Bellflower, Claremont, Fremont, Madera, Monterey, Orange, Sacramento, and Santa Barbara, counties of San Mateo and Tehama, Alameda County Transportation Commission, Berkeley Unified School District, Central Contra Costa Sanitary District, Dublin San Ramon Services District, East Bay Municipal Utility District, Midpeninsula Regional Open Space District, Mount San Antonio College, Oakland Housing Authority, Orange County Sanitation District, Sacramento Council of Governments, Santa Clara Valley Water District, Superior Court of California — County of Orange, and Vallejo Sanitation and Flood Control District. Alyssa will provide consultant support throughout the effort, including compensation analysis, internal job analysis, development of recommendations, and implementation strategies. Anne Hayes Senior Consultant Anne earned a Bachelor's degree in Mathematics and Economics from the University of California, Santa Barbara. Her specialized, diverse experience includes 10 years in the private sector, with 5 years in a management role where she gained experience in assessment analysis, and furthered business performance through the implementation of personnel policies and practices to ensure regulatory compliance, and facilitate the recruitment and retention strategies of the organization. She transitioned to a role within a non-profit organization, specializing in providing labor relations representation to public sector employers, where she gained extensive project management experience specifically in the areas of classification, compensation, and organizational analysis for public sector agencies. Since joining K&A, Anne has been an integral part of project teams working on classification, compensation, and/or organizational studies for many public sector agencies throughout the state of California including, the Cities of Bellflower, Carmel, Compton, Lafayette, Piedmont, Santa Paula, the County of Sonoma, and the following special districts: Alameda Housing Authority, Alameda County Waste Management Authority, Antelope Valley Transportation Authority, Castro Valley Sanitary District, East Valley Water District, Marin Housing Authority, Mountain House Community Services District, Orange County Sanitation District, and the South Tahoe Public Utility District. Anne will provide consultant support throughout the effort, including compensation analysis, internal job analysis, development of recommendations, and implementation strategies. 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 1 www.KoffAssociates.com 16 Comprehensive Compensation Study and Analysis Proposal City of National City Client References A. ency ftd''roject ; ntact City of Anaheim Classification and total compensation study for Library Services Dept. Ms. Belen Ramirez Senior Class & Comp Analyst (714) 765-5159 201 S. Anaheim Blvd., Suite 501 Anaheim, CA 92805 BRamirez@anaheim.net completed in 2014. Ongoing classification and compensation work (2015). City of Avalon (population 3,773) Compensation Study, 2015; Classification Study, 2014. Ms. Gina Schuchard Financial Consultant (714) 425-7726 410 Avalon Canyon Rd. Avalon, CA 90704 gschuchard@cityofavalon.com Finance Director Salary Survey, 2015 City of Bellflower Total compensation study completed in 2007; compensation study Ms. Susan Crumly Human Resources and Risk Manager (562) 804-1424 16600 Civic Center Dr. Bellflower, CA 90706 scrumly@bellflower.org completed in March 2013. Currently conducting citywide Classification and Total Compensation study. City of Jurupa Valley Citywide classification and total compensation study completed in Mr. Alan Kreimeier Director of Administrative Services (951) 332-6464 8930 Limonite Ave. Jurupa Valley, CA 92509 akreimeier@jurupavalley.org 2015. City of Poway Comprehensive classification and total compensation study, Ms. Tina White Assistant City Manager (858) 668-4413 13325 Civic Center Dr. Poway, CA 92064 twhite@poway.org completed in 2008. City of Rancho Palos Verdes Currently in the midst of a Citywide Classification and Total Mr. Sean Robinson Human Resources and Risk Manager (310) 544-5331 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 srobinson@rpv.com Compensation study for Rancho Palos Verdes. (additional references on next page) 2835 Seventh Street, Berkeley, California 94710 1510.658.5633 I www.KoffAssociates.com 17 Comprehensive Compensation Study and Analysis Proposal City of National City San Diego Housing Commission Executive Management and total compensation study, 2012. Ms. Tina Holmes Human Resources Manager (619) 578-7741 1122 Broadway, Suite 300 San Diego, CA 92101 tinah@sdhc.org East Valley Water District Comprehensive classification and compensation study completed in 2015. Ms. Kerrie Bryan Human Resources/Risk and Safety Manager (909) 806-4087 31111 Greenspot Road Highland, CA 92346 kbryan@eastvalley.org 2835 Seventh Street, Berkeley, California 94710 510.658.5633 1 www.KoffAssociatcs.com 18 Comprehensive Compensation Study and Analysis Proposal City of National City PROPOSED PROJECT COSTS We want to emphasize that we provide an all-inclusive cost amount for the entire study and do not believe in underpricing the effort or change orders along the way, unless the City requests an obvious and identifiable additional level of effort. If the City feels that any of the above -described project tasks are not needed/desired or other should be added, we will be happy to adjust our cost proposal accordingly. We suggest that the City use this cost proposal as a menu of sorts, and we will be happy to negotiate/determine a final scope of work that will meet the City's needs. Salary and Compensation Study Hours A. Initial Document Review/Meetings with Study Project Team and Management Staff 8 B. Confirm Comparator Agencies, and Identify Benchmark Classifications, and Benefits to be Collected 4 C. Data Collection (100 benchmark classifications, 18 comparator agencies) 360 D. Analysis and Preliminary Data Review (100 benchmark classifications, 18 comparator agencies) 180 E. Draft Compensation Findings/Additional Analysis/Study Project Team Meeting(s) 70 F. Internal Relationship Analysis and Internal Alignment 12 G. Compensation Structure and Implementation Plan Development 16 H. Preparation of Draft Final and Final Report and Deliverables 16 I. Formal Appeal Process * 0 J. Final Presentation 8 Anticipated additional meetings with Study Project Team, employees, and/or other Stakeholders 12 Total Professional Hours: 686 Combined professional and clerical composite rate: $115/Hour $78,890 Our fee above includes all expenses: Expenses include but are not limited to duplicating documents, binding reports, phone, supplies, postage, parking, meals, travel time, hotels, rental cars, airfare, etc. TOTAL COST FOR PROJECT NOT TO EXCEED: $78,890 *Additional consulting will be honored at composite rate of $115/hour Billing Policies and Procedures: Our typical billing method is to bill monthly in arrears for work completed in the previous month based on percentage of project task completion. We prefer payment within thirty (30) days of receipt of our invoices. 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 www.KoffAssociates.com 19 Comprehensive Compensation Study and J nal 'sis Pro, nosal City of National City Proposal Signature Page Koff & Associates intends to adhere to all of the provisions described in the RFP. This proposal is valid for 90 days. Respectfully submitted, By: KOFF & ASSOCIATES, INC. State of California S.({Pu.uw„unks_ November 16, 2015 Georg Krammer Date Chief Executive Officer ■'<off Assoc l2 tes So v ng the Human Resources Puzzle for 30 Years 2835 Seventh Street, Berkeley, California 94710 1 510.658.5633 I www.KoffAssociates.com and RESOLUTION NO. 2015 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH KOFF & ASSOCIATES IN AN AMOUNT NOT EXCEED $78,890 FOR THE COMPLETION OF A COMPREHENSIVE COMPENSATION STUDY AND ANALYSIS OF THE CITY'S CONFIDENTIAL, EXECUTIVE, MANAGEMENT, MUNICIPAL EMPLOYEES' ASSOCIATION, AND PART-TIME EMPLOYEE GROUPS WHEREAS, on June 16, 2015, the City Council approved a three-year Labor Agreement between the City and the Municipal Employees' Association ("MEA"); and WHEREAS, under the terms of Article 21 of the Labor Agreement, the City committed to conducting a total compensation survey for the purpose of determining current market placement of classifications represented by MEA, and establishing compensation for such classifications for Fiscal Year 2017; and WHEREAS, in September, 2015, the City Council provided similar market study direction to the City Manager related to the Executive and Management employee groups; and WHEREAS, the last formal compensation study was completed fifteen years ago; WHEREAS, given the extent of the operational and compensatory relationship between classifications in the MEA employee group and the Confidential and Part -Time employee groups, the scope of the RFP was expanded to include those two groups, but there is no obligation on the part of the City to adjust compensation for those two groups based on the results of the study; and WHEREAS, after completing an evaluation of the three responsive proposal packages and interviewing each firm, staff recommends entering into an Agreement with Koff & Associates for a comprehensive classification study for an amount not to exceed $78,890. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Koff & Associates for an amount not exceed $78,890 for the completion of a comprehensive compensation study and analysis of the City's Confidential, Executive, Management, Municipal Employees' Association, and Part -Time employee groups. PASSED and ADOPTED this 1st day of December, 2015. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Claudia Gacitua Silva City Attorney City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 December 16, 2015 Mr. Georg S. Krammer Chief Executive Officer Koff & Associates 2835 Seventh Street Berkeley, CA 94710 Dear Mr. Krammer: On December 1st, 2015, Resolution No. 2015-17$' was passed and adopted by the City Council of the City of National City, awarding a contract to Koff & Associates. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Contract. Michael R. Dalla, CMC City Clerk Enclosures cc: Human Resources ® Recycled Paper