Compensation_Study.pdf

Compensation Study

Request For Proposal (RFP #RFP-2022-0019)

Tuolumne County

Human Resources

Issued: Tuesday, August 16, 2022

REQUEST FOR PROPOSAL (RFP No. RFP-

2022-0019)

COMPENSATION STUDY

Deadline for Submission of Proposals: Friday, September 2, RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/tuolumnecountyca https://secure.procurenow.com/portal/%7bproject.government.code%7d

Table of Contents

I. Introduction

II. Scope of Services

III. Minimum Qualifications

IV. Proposal Package Requirements

V. RFP Process

VI. Evaluation of Proposals

VII. Contract Information

Attachments:

A - Allocated Positions By Department

1. INTRODUCTION

1.1. Summary

The County of Tuolumne seeks to establish a contract for a qualified firm to provide Consulting

Services to perform a Compensation Study. The firm awarded the contract shall be paid on a flat fee basis. The County of Tuolumne currently does not have an active contract with any firm for this type of service. The County of Tuolumne (herein after, “County”) has issued this Request for Proposals (herein after, “RFP”) with the sole purpose and intent of obtaining proposals from interested and qualified Consultants licensed to do business in the State of California to perform a Compensation Study and other related services as noted in this document, in accordance with the specifications, terms and conditions contained within the RFP document.

It is the County’s intent to conduct a comprehensive review of its compensation and benefits.

The selected firm/consultants will be working with the Human Resources Department and

County staff in this comprehensive review. It is expected that the study will indicate what actions should be taken to avoid loss of qualified staff and difficulties in recruiting new employees for

County employment, while competitively compensating its current employees. An evaluation and benchmarking of the County’s base and total compensation package should be reviewed. In addition, it is expected that the study will recommend adjustments to the County’s pay plan policies and salary structure, job titles, pay delivery processes related to steps and longevity to allow appropriate compensation, to account for employee’s service, special achievements, or to rectify compression and equity issues.

1.2. Background

The County of Tuolumne is seeking proposals from qualified firms to provide a compensation study (mandatory bid proposal) and who may also be interested in a classification study (optional bid proposal). The County currently has 705 allocated positions, for more details please refer to

Attachment A. The County currently has approximately 415 classifications some of which are flexibly staffed, please refer to this link for additional details: Classifications

1.3. Contact Information

Deborah Schoeman

Senior Human Resources Analyst

2 South Green Street

Sonora, CA 95370

Email: dschoeman@co.tuolumne.ca.us

Phone: (209) 533-6957

Department:

Human Resources

Department Head:

Tracie Riggs

County Administrative Officer https://www.tuolumnecounty.ca.gov/DocumentCenter/View/11761/Classification-Listing mailto:dschoeman@co.tuolumne.ca.us tel:(209)533-6957

1.4. Timeline

Release of published RFP August 16, 2022

Deadline for receiving all questions August 25, 2022, 3:00pm

Deadline for RFP responses to be received by County

September 2, 2022, 4:00pm

Review Committee evaluates and ranks proposals

September 6, 2022

Notice of contract award (Tentative) September 7, 2022

Deadline for protests/appeals

(Tentative)

September 21, 2022

Contract executed (Tentative) September 23, 2022

2. SCOPE OF SERVICES

2.1. Scope of Services

The selected firm shall be required to review the County’s base and total compensation structure and conduct an external market analysis:

• Identify market peers and identify compensation benchmarks for the County’s current roles. The Union negotiated comparable counties are as follows:

o Alpine, Amador, Calaveras, El Dorado, Mariposa, Merced, Mono, Nevada, Placer, San Joaquin, & Stanislaus.

• Determine whether the County's compensation strategy is competitive to hire and retain top talent

• Recommend updates/changes to current compensation strategy and pay matrix

• Consideration for knowledge, skills, abilities, education, experience level, etc.

• Implementation of State of California’s minimum wage increase with consideration across all levels of the organization

• Present analysis and recommendations to County to support implementation.

The final report will be delivered as County of Tuolumne's Compensation Study. Included in this document will be background, study goals, study process, findings, recommendations, and suggestions on maintaining the compensation plan. The appendix attached to the document will include data tables showing all data surveyed and collected, a graphic chart showing benchmarked positions in relation to other classifications within the internal county structure, and other reports as agreed to during the survey process.

Communication Expectations and Deliverables Required

To have a successful study, the County adheres to the importance of effective communication.

A. Communication required with the Human Resources Director or designee at the initiation and throughout completion of the study. Submit any reports/updates on the results of the compensation study or recommendations on a regular basis.

B. The County further expects ongoing and open communication between designated

County representative and the consultant over the course of the study.

C. Submit a detailed outline of the tasks and timeline for completion of all tasks for the compensation study. The County is open to considering other timelines based on the consultant(s) resources. Any recommendation exceeding the preferred timeline need to provide in detail in the consultant(s) proposal.

D. Provide verbally in person and in a final written report to the Human Resources Director and/or designees at minimum the research performed, methodology, compensation philosophy, findings and recommendations, policy updates based on recommendations, proposed/revised pay plan, implementation and financial impact.

E. The firm/consultant(s) will be required to make presentation(s) to staff and/or County

Board of Supervisor's periodically and at the final completion of the study.

Click here for more information about the County of Tuolumne's Job Descriptions

2.2. Compensation Study (Mandatory Bid)

• Conduct a comprehensive compensation survey to include actual salaries, tenure in positions, supplement pay, and benefits comparing benchmark positions with other local government agencies in order to identify the County’s competitive position in the regional labor market.

• Review the current pay grade and salary ranges of County positions, including recommending appropriate salary ranges based on compensation survey and study results and appropriate salary range for each position.

• Evaluate current pay structure (i.e. number of pay grades, including additions, deletions and/or consolidations, appropriateness of pay range spread from salary minimum to maximum).

• Review existing pay practices and policies at the County and provide recommendations based upon analysis of external market competitiveness and internal equity that the

County can strive to maintain.

• Conduct internal pay equity assessment based upon actual work performed, value of work performed to the organization, and the length of service. Identify potential pay compression issues if any and provide potential solutions and/or recommended equity adjustments.

• Develop and recommend an implementation plan for adoption of the proposed classification plan and salary adjustments to include estimated fiscal impact, with options for a step plan (multiple years) implementation.

• Conduct a comprehensive evaluation of the County’s current job classification structure, related policies and practices and provide a comparative analysis which benchmarks with other governmental agencies within the same geographic area.

• Develop guidelines to assist County staff with determining the starting pay for new employees based on knowledge and experience above the minimum requirements of the position, how difficult the position is to fill, and marketing competitiveness.

https://www.tuolumnecounty.ca.gov/DocumentCenter/Index/71

• Develop guideline and/or tool for assigning pay grade to future/new or reclassified positions.

• Provide methodology for maintaining and updating the proposed new/modified compensation plan. Offer guidance on the administration of the proposed new/modified internal maintenance of the compensation plan.

Click here for the County of Tuolumne's Salary Schedule

2.3. Classification Study (Optional Bid)

If you were to provide a cost for classification study, please provide the following information:

• Conduct a comprehensive evaluation of the County’s job classifications/titles as they relate to all County positions and provide recommendations to classify/reclassify positions as appropriate.

• Conduct a job audit of all positions which may include interviews with department directors and the human resources director or designee to verify and validate current job descriptions.

• Evaluate all job descriptions to include a review as they relate to Fair Labor Standards

Act (FLSA) and Americans with Disabilities Act (ADA) compliance. Also include verification of the Equal Employment Opportunity (EEO) designation. Provide recommended updates and/or revisions.

• Provide recommendations for job descriptions to uniformly reflect the distinguishing characteristics; primary duties and responsibilities, minimum qualifications

(education/experience and knowledge/skills/efforts), working conditions (physical demands, work environment and travel requirements), and certifications/licenses/registration requirements for classification as needed.

• Evaluate current job description template and recommend template format, content and/or revisions.

• Refine job classifications/titles to accurately represent job duties and responsibilities as necessary. Review supervisor/management titles and recommend titling structure which defines consistent levels of responsibility across the organization.

• Conduct a comprehensive evaluation and comparative analysis of every job within the

County to determine relative work within the organization for internal equity.

• Based upon the recommended classification grade, review existing salaries to determine proper placement within proposed classification

Click here for more information about the County of Tuolumne's Classification Listings https://www.tuolumnecounty.ca.gov/DocumentCenter/View/11761/Classification-Listing https://www.tuolumnecounty.ca.gov/DocumentCenter/View/11761/Classification-Listing

3. MINIMUM QUALIFICATIONS

Experience and expertise of the vendor’s organization and key personnel are considered in the evaluation process. Please submit any information which documents the successful and reliable experience in past performances for similar client needs. Give a brief history of your firm and experience as it relates to the requirements of this request for quotation. Prior industry experience requiring at least three references for present and former clients similar to the County of Tuolumne using similar types of services. Identify key personnel that will be assigned to work under this contract. Provide sufficient detail to analyze the proposed person's qualifications including (but not limited to) education, past work experience, certifications, etc.

4. PROPOSAL PACKAGE REQUIREMENTS

Proposals are to be straightforward, clear, concise and responsive to the information requested.

In order for proposals to be considered complete, proposers must provide all requested information.

Each proposer must submit their response online via the County’s e-Procurement platform, https://secure.procurenow.com/portal/tuolumnecountyca.

4.1. Proposal Elements*

A. Statement of Understanding and Approach o This section must demonstrate an understanding of the Services. It should describe the general approach, organization and staffing required for the Services requested. If necessary, preliminary investigations, due diligence, and research shall be discussed in this section.

o This section should include the following:

▪ An implementation plan that describes in detail (i) the methods, including controls by which your firm or entity manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

▪ Detailed description of efforts your firm or entity will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section.

▪ Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion, including a complete transition plan. Include your plan to deal with fluctuation in service needs and any associated price adjustments.

▪ Detailed description of specific tasks you will require from County staff. Explain what the respective roles of County staff and your staff would be to complete the tasks specified in the Scope of Work.

▪ Proposers are encouraged to provide additional innovative and/or creative approaches for providing the service that will maximize efficient, cost-effective operations or increased performance capabilities. In addition, the County will consider proposals that offer alternative service delivery means and methods for the services desired.

B. Company Information o This section shall include contact person information, address and telephone number of the company main office and branch offices. Each Company shall identify itself as to the type of organizational entity (corporation, sole proprietorship, partnership, joint venture, etc.). Any supplemental information that Company believes may be pertinent to the selection process may be provided.

C. Company Personnel o This section shall contain names, contact numbers and description of experience, including licenses and/or certifications, of all key personnel who would be assigned to perform the Services. Members of the Company’s professional team (managers, contact person, etc.) should be identified by name, title, phone number, and description of the portion of work they will be assigned to perform under this

Agreement. Also include major subcontractors (if any) and their degree of involvement in this program. If the Company is including any subcontractors, the

Company shall identify how long the Company has worked with the subcontractor.

D. Experience and References o The Proposal must demonstrate that the Company, or its key personnel, meets the minimum experience requirement in in the Minimum Qualifications Section with a legally registered business name, that provides services of a similar type and scope as described in the Scope of Services.

o Company shall provide at least 3 references, within the past 5 years, of clients for whom services have been performed that are comparable in quality and scope to that specified in this RFP. The references shall include client names, addresses, telephone numbers and e-mail addresses of the clients for whom prior work was performed and include an explanation of the services provided along with project start and end dates.

**Please ensure that if you choose to provide a optional bid for the classifications study to please include the proposal information.

*Response required

4.2. Proposal Cost*

Proposer shall upload a fee schedule here. Information should include any and all costs associated with the fulfillment of the Scope of Services.

*Response required

4.3. Proposal Cost (Optional Bid for Classification Study)*

Proposer shall upload a fee schedule here. Information should include any and all costs associated with the fulfillment of the Scope of Services.

*Response required

5. RFP PROCESS

5.1. Submittal of Proposals

Sealed proposals must be received at the online, NO LATER THAN 4:00 pm on Friday, September 2, 2022.

Proposals are to be submitted electronically using the County’s e-Procurement platform, https://secure.procurenow.com/portal/tuolumnecountyca. Proposals will be received only as instructed above, and must be received before 4:00 pm on Friday, September 2, 2022. Proposals shall not be submitted via hard copy, (hand delivered or mailed), facsimile, nor via email. It is the sole responsibility of the proposer to properly upload its proposal so that it is received by the time and date required. Any proposal received after said time and/or date or in any other format other than as instructed herein, cannot be considered and will not be accepted. The County’s e-

Procurement Platform records the time stamp for every proposal submitted properly in the system. Once a proposal is submitted in the e-procurement platform, the Proposer will receive an email confirmation, and the proposal status will also show as “submitted.”

5.2. Submitter's Questions

Questions regarding the RFP must be submitted exclusively in writing to the County by 3:00 pm on Thursday, August 25, 2022 via the County’s e-Procurement platform, in the Q&A tab.

Except for questions that might render the award of this contract invalid, the County will not respond to any questions submitted after this time. The County will use an addendum to the RFP to post any questions received, along with written responses, on the County e-Procurement platform, https://secure.procurenow.com/portal/tuolumnecountyca. It is the responsibility of the proposers to check the County website to review the questions and responses. Any oral responses to questions are not binding on the County.

5.3. Cost of Developing the Proposal

All costs incurred in the preparation of a proposal are the responsibility of each proposer and will not be reimbursed by the County.

5.4. Proposal Terms and Conditions

It is the responsibility of each proposer to be familiar with all of the specifications, terms and conditions of the RFP. By the submission of a proposal, the proposer certifies that if awarded a contract, proposer will make no claim against the County based upon ignorance of or misunderstanding of the specifications.

Each proposer shall submit its proposal with the understanding that the proposal will become a part of the official file on this matter and shall be subject to disclosure, if requested by a member of the public, following the completion of negotiations.

By submitting a proposal, each proposer certifies that all statements in this proposal are true.

This constitutes a warranty, the falsity of which shall include the right, at the County’s option, of declaring any contract made, as a result thereof, null and void. Proposals shall be completed, executed, and submitted in accordance with the instructions of this RFP. If a proposal is not submitted in the format specified in this RFP, it may be rejected, unless the County determines that the nonconformity is either a minor irregularity or that the defect or variation in the proposal is immaterial or inconsequential. The County may give the proposer an opportunity to cure any deficiency resulting from a minor irregularity or an immaterial or inconsequential defect, or

County may waive such deficiency, whichever is most advantageous to the County.

The County cannot accept proposals from any individual who is currently employed with the

County of Tuolumne (California Government Code §29708).

5.5. Successful Proposal as Part of Contract Services

Proposals received in response to this solicitation, at the County’s discretion, may be incorporated into the awarded contract and may serve as basic terms and conditions for the ultimate contract. Therefore, proposers are advised that, if successful, they will be held responsible for levels of services proposed at the funding levels quoted. The County reserves the right to negotiate modifications or revisions to any awarded contract.

5.6. Evaluation of Proposals

See #Evaluation of Proposals.

5.7. Other Requirements

In order to contract with the County of Tuolumne, a proposer must meet the following requirements:

• Make available to the County its federal Tax Identification Number (TIN) or Social

Security Number (SSN).

• Comply with all Federal, State and local rules, regulations and policies, including but not limited to:

o Standard contract language of the County; and, o Insurance coverage to include worker’s compensation, general liability, auto liability and professional liability, unless waived by the County.

• Meet the requirements for audit of its expenditures if required in the above documents.

5.8. Non-Discrimination

Non-Discrimination: The Contractor selected through this RFP shall provide services without discrimination based on race, creed, color, ethnic or linguistic identification, gender or sexual preference, disability or handicap or any other basis prohibited by law.

5.9. Protest/Appeal Process

The following procedure is provided in the event that a proposer wishes to protest the RFP process or appeal the recommendation to award a contract for RFP once the Notices of

Award/Non-Award have been issued.

https://secure.procurenow.com/portal/tuolumnecountyca/projects/25583?section=202640

Any protest must be submitted in writing to Human Resources, 2 South Green Street, Sonora, CA 95370, Attention: Deborah Schoeman

The protest must be submitted before TIME of the tenth (10th) business day following the date of the Notice of Award.

The protest must contain a complete statement of the basis for the protest. The protest must include the name, address, telephone number and e-mail address of the person representing the protesting party.

The procedure and time limits are mandatory and are the proposer’s sole and exclusive remedy in the event of a bid protest.

Proposer’s failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.

Upon receipt of written protest/appeal, the County Administrative Officer will review and provide an opportunity to settle the protest/appeal by mutual agreement, will schedule a meeting to discuss or issue a written response to advise of an appeal/protest decision within five (5) business days of receipt of the appeal/protest.

5.10. Public Records Access

Proposers should be aware that submitted proposals are subject to the California Public Records

Act and may be disclosed to members of the public upon request. It is the responsibility of the proposers to clearly identify information in their proposals that they consider to be confidential under the California Public Records Act. To the extent that the County agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

All information regarding the proposals will be held as confidential until such time as the

Review Committee has completed its evaluation and, or if, contract negotiations are complete.

6. EVALUATION OF PROPOSALS

The objective is to perform a thorough and fair evaluation of submitted proposals and facilitate the selection of a contractor/consultant that best satisfies the County’s requirements. The following describes the evaluation process and associated components.

A. Selection Process:

1. The County shall name, for the purpose of evaluating the proposals for this RFP, a

Review Committee composed of representatives from the County. The County may also elect to include as part of the Review Committee qualified representatives from other agencies or entities.

2. Proposal documentation requirements set forth in this RFP are designed to provide guidance to proposers concerning the type of information that will be used by the

Review Committee. Proposers shall be prepared to respond to requests by the Review

Committee for additional items deemed necessary to assist in the evaluation process.

B. Evaluation Criteria & Scoring:

1. The Review Committee shall be responsible for performing the evaluations of each proposal. Each member of the Committee shall rate the proposers separately. The scores of each of the Committee members shall then be averaged to provide a total score for each of the proposers. The proposals shall be evaluated on the following categories and the maximum weight possible for each category is listed below.

C. Award:

Award will be made to the qualified proposer whose proposal will be most advantageous to the

County, with price and all other factors considered. The County will negotiate with the highest ranked proposer to develop the scope of work and contract for mutual satisfaction.

If the County cannot successfully negotiate a contract with the highest ranked proposer, the

County will terminate negotiations and begin negotiations with the next highest ranked proposer.

Proposers will receive mailed Award/Non-Award notification(s), which will include the name of the proposer to be awarded this contract.

Proposers are advised County reserves the following prerogatives:

• To reject any or all proposals;

• To consider historic information and fact, whether gained from the proposer’s proposal or any other source, in the evaluation process; and

• The proposer is cautioned that it is the proposer’s sole responsibility to submit information related to the evaluation categories and the County is under no obligation to solicit such information if it is not included with the proposal. Failure of the individual or firm to submit such information may cause an adverse impact on the evaluation of the proposal.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Experience & Qualifications 0-100 Points 30 (30% of Total)

2. Service Delivery/Methodology/Timeline 0-100 Points 30 (30% of Total)

3. Reasonable Cost of Service 0-100 Points 40 (40% of Total)

7. CONTRACT INFORMATION

7.1. Sample Agreement

A sample Agreement is attached to this RFP, which details all standard terms and conditions required by the County of Tuolumne.

7.2. Term/Termination

The term of the initial contract awarded under this RFP will be for: TIMEFRAME

The contract will be subject to termination by either party upon (30) days’ advance, written notice of intent to terminate. The County may terminate the contract at any time, without written notice, upon a material breach of contract by the Contractor.

7.3. Funding Availability

It is mutually agreed that if the County budget of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this

Agreement shall be of no further force and effect. In this event, the County shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this

Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this

Agreement. County budget decisions are subject to the discretion of the Board of Supervisors.

If funding for any fiscal year is reduced or deleted by the County budget for purposes of this program, the County shall have the option to either cancel this Agreement with no liability occurring to the County, or offer an Agreement amendment to Contractor to reflect the reduced amount.

7.4. Insurance

A. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO

CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: as required by the State of California, with Statutory

Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions): Insurance appropriates to the

Contractor's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

5. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.

B. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status. The County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;

and CG 20 37 if a later edition is used).

2. Primary Coverage. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the County.

4. Waiver of Subrogation. Contractor hereby grants to County a waiver of any right to subrogation which any insurer of said Contractor may acquire against the County by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the County. The County may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or County.

6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the County.

7. Verification of Coverage. Contractor shall furnish the County with original

Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to County before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

8. Special Risks or Circumstances. County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

9. Failure to Comply: Upon failure to comply with any of these insurance requirements, this Agreement may be forthwith declared suspended or terminated. Failure to obtain and/or maintain any required insurance shall not relieve any liability under this

Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the indemnification obligations.

10. Claims Made Policies. If any of the required policies provide claims-made coverage:

a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the

Contractor must purchase "extended reporting" coverage for a minimum of five

(5) years after completion of work.

7.5. Hold Harmless/Indemnification

Contactor shall hold harmless, defend and indemnify County and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs

(including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the County.

If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. This indemnification clause shall survive the termination or expiration of this

Agreement.