HomeMy WebLinkAboutKoff & Associated, Inc. HUMAN RESOURCES MANAGEMENT
CONSULTING AGREEMENT
THIS HUMAN RESOURCES MANAGEMENT CONSULTING AGREEMENT (this
"Agreement") is made and entered into as of the 24th day of November, 2014, by and between
KOFF &ASSOCIATES, INC. ("K&A"), a California corporation located at 6400 Hollis Street,
Suite 5, Emeryville, CA 94608 ("K&A"), and the Town of Los Altos Hills, located at 26379
Fremont Road,Los Altos Hills,CA 94022("Client").
RECITAL
Client desires to retain K&A as an independent contractor to perform human resource
management consulting services for Client, and K&A is willing to perform such services,on the
terms set forth below
Scope of Work
The scope of work includes a total compensation study for fifteen (15) classifications and ten
(10)comparator agencies,as follows.
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A. Initial Document Review/Meetings with Study Project Team and
HR/Management Staff
B. Identify Comparator Agencies,Benchmark Classifications, and Benefits to be
Collected
C. Compensation Data Collection(10 agencies)
Benchmarks(15):
Administrative Clerk II
Administrative Services Director
Administrative Technician II
Associate Engineer
Building Official
Building Technician
City Clerk
Community Services Supervisor
Finance Manager
Maintenance Superintendent
Maintenance Worker II
Planning Director
Planning Technician
Public Works Director
Senior Planner
D, Analysis and Preliminary Data Review
E. Draft Compensation Findings/Additional Analysis/Project Team Meeting
F. Development of Draft Final and Final Report and Deliverables
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November 24,2014
AGREEMENT
NOW,THEREFORE,the parties hereby agree as follows:
1 Services. K & A agrees to perform the work project that is identified above to Client and
other such services as may be requested by Client from time to time and that are within the
competence and consistent with the expertise of K&A (collectively, the "Services") The
parties may delete, add or substitute Services, extend the term of this Agreement or alter the
terms of compensation by executing one or more amendments or addenda,provided that each
such amendment or addendum shall be signed by authorized representatives of both parties.
2. Compensation. Client agrees to pay K&A compensation as follows.
2.1 Project Fee. On a project fee basis. The Lump Sum Fee for Services for the
specified work project shall be seven thousand seven hundred dollars ($7,000.00).
Expenses are inclusive in the Lump Sum Cost. Project fees shall be billed upon monthly
progress task completion. Should Client desire additional levels of effort that are directly
related to the identified scope of work indicated above, K&A will honor our composite
rate of$108/hour.
2.2 Time Expended. On a time expended basis. Should Client desire K&A to
perform other human resources work unrelated to the above identified project, time shall
be billed by K&A for each of its staff at the rates of $170 per hour for Managing
Director, $150 per hour for Chief Executive Officer and President, $120 per hour for
Project Manager and Senior Associate, $108 per hour for Associate,and$60 per hour for
Technical Assistant.
Time is accounted for and billed on a quarter of an hour (.25) basis. Travel time in
connection with Services is billed for each staff member at one half the normal hourly
billing rate, and no more than four hours of travel time is billed per day within California.
Reimbursable expenses are billed on a pass-through basis, without mark-ups; these
include photocopying, binding, and other similar document production charges, long
distance telephone and facsimile, mileage at the then current IRS rate, hotel, per diem,
airfare,postage and courier,and other similar charges.
Billable time and reimbursable expenses shall be billed monthly,in arrears.
3 Payment. Client shall pay K&A for its fees and expenses within thirty(30) days following
the date of Client's approval of each applicable invoice. If Client contests or questions any
invoice,it shall raise any questions with management of K&A as soon as possible.
4. Confidentiality.
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November 24,2014
4.1 Definition. "Confidential Information" means any Client software source code;
proprietary information, employment records; financial, tax, business and/or product
records; and marketing, financial statements or records or other business information
disclosed by Client either directly or indirectly, in writing, orally or by drawings or
inspection of parts or equipment. "Confidential Information" shall not be deemed to
include information which (a) is known to K&A at the time of disclosure to K&A by
Client, as evidenced by written records of K&A, (b) has become publicly known and
made generally available through no wrongful act of K&A, or (c) has been rightfully
received by K&A from a third party who is authorized to make such disclosure.
4.2 Covenant Not to Use or Disclose. K&A shall not, during or subsequent to the
term of this Agreement, use any of the Confidential Information for any purpose
whatsoever other than the performance of the Services on behalf of Client, nor disclose
any Confidential Information to any third party It is understood that all Confidential
Information shall remain the sole property of Client. K&A further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of the Confidential
Information by its employees or agents.
4.3 Return of Materials. Upon the termination of this Agreement or upon Client's
earlier request, K&A will deliver to Client all of Client's Confidential Information in
tangible form that K&A may have in K&A's possession or control, except that K&A may
retain one copy of all such materials solely for archival purposes.
5. Ownership of Work Product. K&A agrees that all of its customized reports,
recommendations, plans, handbooks, copyrightable material and other work product created
or assembled by it in the course of performing its Services hereunder are works for hire for
the benefit of Client and as such are the sole property of Client. To the extent that such
materials and work product do not constitute work for hire, in consideration of the payments
and other covenants of Client as set forth or called for herein, K&A hereby sells, transfers,
conveys and assigns any and all of its rights therein to Client.
6. Reports. K&A shall regularly confer with and report to Client as to K&A's progress in
performing the Services hereunder and that K&A will, as requested by Client, prepare
written reports with respect thereto.
7. Insurance. K&A agrees to obtain and maintain adequate workers' compensation,
comprehensive general and vehicular insurance for claims for damages because of bodily
injury(including death) and property damage caused by or arising out of acts or omissions of
such employees. The minimum limits of such insurance(apart from workers' compensation)
shall be $1,000,000 for each person, $1,000,000 for each accident involving bodily injury
and $300,000 involving property damage for each accident. K&A shall, upon request,
provide evidence of such insurance to Client and also notify Client at least 30 days in
advance if K&A desires to modify or cancel such insurance.
8. Limits on K&A's Responsibility;Indemnification.
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November 24,2014
8.1 Limitations on K&A's Responsibility. Client acknowledges that in the absence
of an express written undertaking by it to the contrary, K&A, in agreeing to perform and
in performing the Services hereunder, does not in any manner guarantee the outcome,
recommendation of any undertaking or activity that constitutes any portion of the
Services. K&A's warrants in this respect is that its Services will be performed in a
professional and business like manner,in accordance with human resources best practices
and in accordance with the description of Services provided by it in its proposal or in one
or more other signed written documents.
8.2 Client Indemnification. K&A agrees to indemnify, hold harmless and defend
Client, its officers, equity owners, directors, partners, managers, agents and employees
from and against all liabilities, losses, costs, damages and/or other expenses (including
reasonable attorneys' and experts' fees and expenses and court costs) arising in
connection with or related to claims, actions or proceedings raised or brought by any
third parties on account of or occurring in connection with K&A's performance of the
Services hereunder, except to the extent caused by the gross negligence or willful
misconduct of Client or its agents or employees.
At the same time, Client agrees to indemnify, hold harmless and defend K&A, its
officers, equity owners, directors, partners, managers, agents and employees from and
against all liabilities, losses, costs, damages and/or other expenses (including reasonable
attorneys' and experts' fees and expenses and court costs) arising in connection with or
related to claims, actions or proceedings raised or brought by any third parties on account
of or occurring in connection with K&A's performance of the Services hereunder, except
to the extent caused by the gross negligence or willful misconduct of K&A or its agents
or employees.
9 Term and Termination.
9.1 Termination for Convenience. Either party may terminate this Agreement
without cause upon giving prior written notice thereof to the other party
9.2 Actions upon Termination. Upon termination as provided above, all rights and
duties of the parties toward each other shall cease except (a) if terminated by Client,
K&A shall immediately cease all Services; and (b)if terminated by K&A for any reason
other than a breach hereunder by Client, and if desired by Client, K&A agrees to
complete any assignment, on the same terms and conditions, including compensation, as
otherwise applicable.
9.3 Survival. The following sections shall survive termination of this Agreement:
Section 3, Section 4,Section 5, Section 8,Section 9.2,this Section 9.3 and Section 10.
10. General.
10.1 Assignment. Neither party shall assign any rights or delegate any duties without
the prior written consent of the other party, which consent shall not be unreasonably
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November 24,2014
withheld. Any attempted assignment or transfer without the other party's consent shall be
void and of no effect.
10.2 Independent Contractor. Nothing in this Agreement shall in any way be
construed to constitute K&A as an agent, employee or representative of Client,but K&A
shall perform the Services hereunder as an independent contractor Since K&A is not an
employee of Client, it is understood that K&A is not entitled to any employee benefits
during the term of this Agreement. K&A agrees to furnish any and all materials
necessary for it to perform the Services.
10.3 Arbitration. Client and K&A agree that any dispute or controversy arising out of
or relating to any interpretation, construction, performance or breach of this Agreement
shall be settled by binding arbitration to be held in client location or Alameda County,
California, in accordance with the rules then in effect of the American Arbitration
Association. The arbitrator may grant injunctions or other relief in such dispute or
controversy The decision of the arbitrator shall be final, conclusive and binding on the
parties to the arbitration. Judgment may be entered on the arbitrator's decision in any
court of competent jurisdiction. The prevailing party in such arbitration shall be entitled
to reimbursement by the other party of its costs and expenses of arbitration and the costs
of enforcing any arbitration award, including its attorneys' and experts' fees and
expenses.
10.4 Governing Law. This Agreement shall be governed by the laws of the State of
California,without reference to conflict of law principles.
10.5 Entire Agreement. This Agreement, together with the description of the project
and any and all amendments and addenda, as applicable, is the entire agreement of the
parties and supersedes any prior agreements between them with respect to the subject
matter hereof. No modification of or amendment to this Agreement, nor any waiver of
any rights under this Agreement, shall be effective unless in writing signed by both
parties.
10 6 Notices. Any notices required or permitted by this Agreement shall be in writing
and shall be addressed to the other party at the address shown at the beginning of this
Agreement or such other address of which such party may notify the other and shall be
deemed given upon delivery if,delivered personally, one (1) business day following
delivery by facsimile with machine confirmation of transmission, or three (3) business
days after deposit in the United States mail, postage prepaid, registered or certified mail,
return receipt requested.
10 7 Waiver. The failure of either party to assert any claim or right against the other
party regarding its obligations under this Agreement and/or any amendments or addenda
hereto,in any one or more instance, shall not constitute a waiver of such claim or right of
any obligations under this Agreement.
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November 24,2014
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year
first written above.
KOFF&ASSOOvrES,INC.
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