CONTRACT 6178 Professional Services Agreement CLOSEDAgreement No. 6178
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KOFF & ASSOCIATES, A DIVISION OF GALLAGHER BENEFIT
SERVICES, INC.
This AGREEMENT ("Agreement") is made and entered into this 14th day of
September, 2021 by and between the CITY OF EL SEGUNDO, a municipal corporation
and general law city ("CITY") and KOFF & ASSOCIATES, A DIVISION OF GALLAGHER
BENEFIT SERVICES, INC., a Delaware Corporation, ("CONSULTANT"). The parties
agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed Twenty -Four Thousand Nine Hundred Sixty dollars ($24,960) for
CONSULTANT's services. CITY may modify this amount as set forth
below. Unless otherwise specified by written amendment to this
Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
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cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
"A") the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will be from October 1, 2021, to June 30, 2022.
Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 15.
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8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-
eight (48) hours, in writing, of the cause and the extent of the delay and how such delay
interferes with the Agreement's schedule. The Manager will extend the completion time,
when appropriate, for the completion of the contracted services.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Proposal for Services
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting
from changes in the services will be determined in accordance with written agreement
between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
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CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15.TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause with at least ten (10) days advance written notice.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
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including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18.INDEMNIFICATION AND LIMITATION OF LIABILITY.
A. CONSULTANT agrees to the following:
L Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought for,
or on account of, any injuries or damages sustained by any
person or property resulting or arising from any negligent or
wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it by
suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement
or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
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the provisions concerning indemnification.
E. Consultant's liability to the City and any other party for any losses, injury or
damages to persons or properties or work performed arising out of in
connection with this Agreement and for any other claim, whether the claim
arises in contract, tort, statute or otherwise, shall be limited to $1,000,000
for the particular Project (Exhibit A: Organizational Review & Classification
Study) giving rise to the claim. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, CONSULTANT SHALL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST
PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR INCURRED IN
CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH
DAMAGES ARE FORESEEABLE.
19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three (3) years after termination or final payment under this
Agreement.
22.INSURANCE.
A. Gallagher shall at all times during the term of this Agreement and for a
period of two (2) years thereafter, obtain and maintain in force the
following minimum insurance coverages and limits at its own expense:
B. Commercial General Liability (CGL) insurance on an ISO form number CG
00 01 (or equivalent) covering claims for bodily injury, death, personal
injury, or property damage occurring or arising out of the performance of
this Agreement, including coverage for premises, products, and completed
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operations, on an occurrence basis, with limits no less than $2,000,000
per occurrence;
C. Workers Compensation insurance with statutory limits, as required by the
state in which the work takes place, and Employer's Liability insurance
with limits no less than $1,000,000 per accident for bodily injury or
disease. Insurer will be licensed to do business in the state in which the
work takes place;
D. Automobile Liability insurance on an ISO form number CA 00 01 covering
all hired and non -owned automobiles with limit of $1,000,000 per accident
for bodily injury and property damage;
E. Umbrella Liability insurance providing excess coverage over all limits and
coverages with a limits no less than $10,000,000 per occurrence or in the
aggregate;
F. Errors & Omissions Liability insurance, including extended reporting
conditions of two (2) years with limits of no less than $5,000,000 per claim,
or $10,000,000 in the aggregate;
G. Cyber Liability, Technology Errors & Omissions, and Network Security &
Privacy Liability insurance, including extended reporting conditions of two
(2) years with limits no less than $2,000,000 per claim and in the
aggregate, inclusive of defense cost; and
H. Crime insurance covering third -party crime and employee dishonesty with
limits of no less than $1,000,000 per claim and in the aggregate.
I. All commercial insurance policies shall be written with insurers that have a
minimum AM Best rating of no less than A -VI, and licensed to do business
in the state of operation. Any cancelled or non -renewed policy will be
replaced with no coverage gap, and a Certificate of Insurance evidencing
the coverages set forth in this section shall be provided to Client upon
request.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
25. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
Koff & Associates, a Division
of Gallagher Benefit Services, Inc.
2835 Seventh Street
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If to CITY:
City of El Segundo
350 Main Street
Agreement No. 6178
Agreement No.
Berkeley, Ca 94710
El Segundo, CA
Attention: Georg S. Krammer Attention: Elias Sassoon
Phone: (510) 274-2760 Phone: (310)524-2356
Email: gkrammer@koffassociates.com Email: esassson@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
26.CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27.SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid
nor has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
28.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
29.INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
30.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
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simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
34.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
35.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (.pdf) or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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Agreement No. 6178
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO KOFF & ASSOCIATES, A DIVISION
OF GALLAGHER BENEFIT SERVICES,
INC.(
Elias S aS s66n, N me Gear S. Krammer
Public Works Director Ti le Mana-gina Director
A E T:
0 for
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Joa uin Vazquez, Deputy City Attorney
INSURANCE APPROVAL:
Hank Lu, Risk Manager
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EXHIBIT A Agreement No. 6178
A Galk:igl-ior Cmnpany
S U Ilhb iiirnrra i 11 a III d a "I e : S e "I e iiirnrra Ilhb e iir "I ("), 2 (") 2 "'1
C i ° of S E�!!� g i j iiri d o
Kaft & Asso6�ates
GEORG S. KRAMMER
Managing Director, Compensation and Rewards Consulting
2835 Seventh Street
Berkeley, CA 94710
www.KoffAssociates.com
gkrammer@koffassociates.com
Tel: 510.658.5633
Fax: 510.652.5633
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Agreement No. 6178
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City of El Segundo
September 10, 2021
Rebecca Redyk
Human Resources Director
City of El Segundo
350 Main Street
El Segundo, CA 90245
Dear Ms. Redyk:
Thank you for the opportunity to respond to your request for a cost quote to perform an
Organizational Review and Classification Study of select classifications for the City of EI Segundo's
Public Works Department.
Koff & Associates, now a Gallagher company, is an experienced public -sector Human Resources
and Recruitment Services firm that has been conducting similar classification and compensation
studies for cities, counties, and special districts, for 37 years. The firm has achieved a reputation
for working successfully with management, employees, and union representatives. We believe
in a high level of dialogue and input from employees and management and our proposal speaks
to that level of effort. That extra effort has resulted in close to 100% implementation of all of
our classification and compensation studies. We are very proud of the fact that we have only
had a handful of formal appeals in our firm's entire history.
As a Managing Director of Koff & Associates, I would assume the role of Project Director and be
responsible for the successful completion of project. I can be reached at our Berkeley address
and the phone number listed on the cover page. My email is gkrammer@koffassociates.com.
We look forward to the opportunity to provide professional assistance to the City of El Segundo
with this important project.
Sincerely yours,
Georg S. Krammer
Managing Director, Compensation and Rewards
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C ("), S T PR 0 P () S A L
Please note: for small studies such as this, it is often challenging to estimate the hours; of course, we will
only bill for actual hours worked and this study may take fewer hours than our best estimate below.
Oir(:Janizationa�� ReviwAl
D e liv e 1 a I e s
PIII ,fl,,,i I�ic WoirkMai III ,)epairfiririient
0 11 III's
A.
Initial Documentation Review/Meeting with Project Team
4
B.
Development of Survey Questionnaires
5
C.
Orientation Meeting with Employees and Distribution of Position
2
Description Questionnaires
PDQ Review and Employee/Supervisory/Management Interviews
Positions included:
• City Engineer
• Principal Civil Engineer
• General Services Manager
• Parks Superintendent
• Street Maintenance Supervisor
D.
• Water Supervisor
23
• Wastewater Supervisor
• Senior Management Analyst
• Administrative Specialist (potentially 1.5 positions,
although the 0.5 position is currently vacant)
• Administrative Technical Specialist (potentially 2
positions, one of which is currently under classification
review)
• In addition: interview the Director of Public Works
Development of Recommendations & Implementation Strategies
E.
and Development of a Desk Manual for I Administrative Technical
36
Specialist position
F.
Management Review/Re-analysis and Feedback
8
G.
Preparation of Draft Final and Final Report and Deliverables
8
H.
Presentation to the Project Team and/or Governing Body
4
Additional meetings with the Project Team, and management
6
Total Professional Hours
96
Project Cost: Combined composite rate: $160/Hour
$15,360
Expenses (included in our composite hourly rate):
N/A
Expenses include but are not limited to duplicating and binding
documents and reports, phone, supplies, postage, etc.
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Agreement No. 6178
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City of El Segundo
StIII,iIdy
D e liv e 1 a I e s
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E n g �i n e e iri n g a ss S e iri e s
Meeting with Study Project Team and Management Staff for Initial
I
A.
Documentation Review
B.
Orientation Meeting(s) with Employees and Distribution of PDQ
2
Collection and Review of PDQs (assumes 5 PDQs plus classification
4
C.
analysis section added to the organizational review questionnaire
for the Principal Civil Engineer)
D.
Interviews with Employees, Supervisors, and Management
8
E.
Classification Analysis, Concept & Allocation Development
8
Draft Class Description Development (up to 7 classifications
20
F.
[assumes additional classifications/levels will be developed], as
needed)
Facilitation of Draft Class Description Review and Informal Appeals
7
G.
Support
H.
Preparation of Draft Final and Final Report and Deliverables
10
Total Professional Hours
60
Combined professional and clerical composite rate: $160/Hour
$9,600
ro II Al I'm o r II o EXCEED cos, r FOR 0IRGAIN HIA rOINIAL
$24,960
IREVEW, DESK IMAINIt 1AL, A,INID CL ASSIRCA r I� o Im s r t IDY
*Additional consulting will be honored at composite rate of $160/hour.
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Agreement No. 6178
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City of El Segundo
Pr o P o s a I g r"i a t u r z
By: KOFF & ASSOCIATES
State of California
Georg S. Krammer September 10, 2021
Managing Director, Compensation and Rewards Consulting
A GaHaghei, CwT�pair�y
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