• Objective

The Local Agency Formation Commission of Sonoma County (LAFCO or Sonoma LAFCO) is seeking proposals from professional service firms to conduct an organizational assessment of Sonoma LAFCO including its organizational structure, staffing levels, job specifications, and operational needs. The assessment and its recommendations will support performance management, employee development and succession planning efforts to ensure consistency, continuity and reliability in the services that LAFCO provides to affected agencies and the public and to enhance operations to meet LAFCO’s current and future needs that are in alignment with its goals.

• Background

Sonoma LAFCO is an independent local agency created by the State Legislature to encourage orderly growth and development of local agencies. LAFCO’s mission is to promote sustainable growth and good governance in Sonoma County by preserving agricultural and open space lands, preventing urban sprawl, encouraging efficient delivery of services, promoting accountability and transparency of local agencies, and exploring and facilitating regional opportunities for fiscal sustainability.

Sonoma LAFCO has a Memorandum of Understanding with the County of Sonoma for staffing and services. LAFCO staff are County employees within Department Head, Administrative Management, and Unrepresented bargaining units. The table below illustrates the authorized position levels, the LAFCO titles, and the equivalent County job classifications.

FTE = Full-Time Equivalent

The Assistant Executive Officer, who has worked for Sonoma LAFCO since 2001, has indicated her intention to retire in 2020. Based on a recommendation from its staff, the Commission has determined that this is an appropriate opportunity to assess the status of the organization with regard to the appropriate level of staffing, job specifications and reporting relationships, and workload.

A staff report for the Commission’s November 6, 2019, meeting provides more detailed background on the reasons for the organizational assessment. Please see the link at the end of this document to access that staff report.  

• Scope of Services

The consultant shall conduct an organizational review and assessment of Sonoma LAFCO, including its organizational structure, staffing levels, job specifications, operational structure, and workload. The assessment and its recommendations will support performance management, employee development and succession planning efforts to ensure consistency, continuity and reliability in the services that LAFCO provides to affected agencies and the public and help enhance operations to meet LAFCO’s current and future needs that are in alignment with its goals.

The consultant will collect the necessary data through research, surveys, interviews, benchmarking, and other best practices; analyze that data using appropriate methods, tools, and techniques; and issue a report with findings and recommendations for the Commission’s review and consideration, including any organizational and structural vulnerabilities and recommendations on how to better address those vulnerabilities.  

• Key Steps

Key steps in the study will include the following:

• The Consultant will conduct an introductory project review meeting with LAFCO staff, and, if desired, up to three LAFCO Commissioners, to review the Scope of Services and project schedule.
• The Consultant will collect the necessary data through research, surveys, interviews, benchmarking, and other best practices and analyze that data using appropriate methods, tools, and techniques.
• The Consultant will prepare a Draft Report of the analysis and findings and present it to the Commission’s Budget Committee for review and consideration.
• Subsequent to review by the Budget Committee, the Consultant will prepare a Final Report and present it to the Commission at a Commission meeting.    

• Budget

A final budget amount for this project will be negotiated with the firm selected for the work prior to reaching agreement. The anticipated project cost of the proposal should not exceed $20,000.  

• Schedule

The final schedule will be negotiated with the firm selected for the work prior to reaching an agreement. The tentative schedule anticipates that the firm will start work in February 2020, and the Final Report will be presented to the Commission at its meeting on May 6, 2020 unless the work is complete and ready for presentation at the Commission’s April 1, 2019, meeting. (Budget Committee review will occur at a special meeting of the Committee on a prior date.)  

• Proposal Requirements

Responses to this RFP must include all the following:

1. Cover Letter signed by the individual authorized to negotiate and execute the agreement.
2. Expertise and Personnel: Description of the firm’s history and the firm’s level of expertise in conducting organizational assessments for public agencies in the following areas:  

• Operations, structure, staffing, procedures and other issues critical to the effective operation of small-size public agencies and organizations;
• Personnel and human resource best practices;
• Management and supervisory best practices;
• Application of analytical and quantitative tools and models needed to undertake the work required under this RFP; and
• Assisting small-size public agencies and organizations successfully implement recommendations that result in organizational improvement
• Project Personnel: Identification of the competencies and resumes of the principal and all professionals who will be involved in the work, including the lead professional responsible for the project and identification of the professional(s) who will be performing the day-to-day work.
• Experiences and References: A statement of related experience accomplished in the last five years and references for each such project, including the client name, title, telephone number, and email address of the primary contact person.
• Work Plan and Schedule: A statement regarding the anticipated approach for this project, explicitly identifying the major tasks and sub-tasks associated with the completion of the guidance provided in the Scope of Services, an overall project schedule, and estimated hours for each task.
• Information about the availability of all professionals who will be involved in the work, including any associate consultants.
• The anticipated project cost, including:
  • A not-to-exceed budget amount.
  • The cost for each major sub-task identified in the Scope of Services
  • The hourly rates for each person who will be involved in the work, including the rates of any associate consultants.
  • The cost of any expenses in addition to professional staff hourly rates.  

• Submission Requirements  

DUE DATE AND TIME:       Monday, January 6, 2020, BEFORE 5:00 P.M. Proposals received after this time and date will not be considered.

DELIVER TO:           Proposals should be submitted electronically via email to:

                                    Mark Bramfitt at mark.bramfitt@sonoma-county.org, with a copy to Carole Cooper at carole.cooper@sonoma-county.org

• Evaluation Criteria and Selection Process

Firms will be selected for based on the following criteria:

• Completeness of the submittal and responses
• Relevant work experience
• Overall project approaches identified
• Proposed project budget

Sonoma LAFCO staff will perform reference checks; select and negotiate a services agreement including a budget, schedule, and Scope of Services statement with the most qualified firm; and make a recommendation on the most qualified firm to the Commission’s Budget Committee for its consideration. The Budget Committee will then make a recommendation for Commission consideration.

Applicant interviews will be held during the week of January 13, 2020. The Commission will consider and approve the contract at its February 5, 2020, meeting.

Sonoma LAFCO reserves the right to reject any or all proposals, to issue addenda to the RFP, to modify the RFP or to cancel the RFP.

• LAFCO Contact

Mark Bramfitt, Executive Officer

Local Agency Formation Commission of Sonoma County

(707) 565-3765

Email: mark.bramfitt@sonoma-county.org  

• Attachment

Draft Professional Services Agreement and Insurance Requirements  

• Reference Information

Please refer to the LAFCO website (www.sonomalafco.org) for general information about Sonoma LAFCO and the following link for further information on this issue;

November 6, 2019, Staff Report http://sonomalafco.org/Calendar/20191106-Staff_Report_5-2/

DRAFT

PROFESSIONAL SERVICES AGREEMENT BETWEEN THE LOCAL AGENCY FORMATION COMMISSION OF SONOMA COUNTY AND _____________ TO PERFORM AN ORGANIZATIONAL ASSESSMENT OF SONOMA LAFCO

            This Agreement (“Agreement”) is made effective on [the latter date of execution below] by and between the Local Agency Formation Commission of Sonoma County (“LAFCO” or “Sonoma LAFCO”) and [_____________] (“Contractor”) to provide consulting services to perform an organizational assessment of LAFCO including organizational structure, staffing levels, job specifications, and operational needs.

            WHEREAS, pursuant to the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, as amended, Government Code section 56000 et seq., LAFCO is an independent body; and

            WHEREAS, LAFCO requires assistance with conducting an organizational review and assessment; and

            WHEREAS, Contractor has experience and expertise necessary to provide such services; and

            WHEREAS, at the Sonoma LAFCO meeting of February 5, 2020, the Commission approved this Agreement with the Consultant to provide the services as indicated and authorized the Executive Officer to execute this Agreement;

            THEREFORE, the parties agree as follows:

1. Nature of Services.

Contractor will provide to LAFCO the services described in Exhibit A, Scope of Services, which is attached hereto and incorporated herein by this reference. Contractor shall perform the services in accordance with the Project Timeline as described in Exhibit A2, which is attached hereto and incorporated herein by this reference.

1. Term of Agreement.

This Agreement is effective from the date of final execution to and including [date], unless terminated earlier in accordance with Section 4.

1. Compensation.

A.        Contractor will be compensated for services provided under this Agreement, in accordance to the Rate Schedule included in Exhibit A3, which is attached hereto and incorporated herein by this reference. Contractor will complete all the work and tasks described in Exhibit A for an amount not to exceed $_______. The Contractor shall be paid based on the Rate Schedule indicated in Exhibit A3, but compensation and expenses shall not exceed the maximum compensation stated herein.

B.        Contractor will provide LAFCO with task-specific invoices which shall be accompanied by a detailed summary of activities undertaken over the course of completing the task.

C.        Delivery of the work products identified in Exhibit A shall be in accordance with the Project Timeline provided in Exhibit A2, which has been negotiated between the parties prior to the effective date of this Agreement, or as otherwise determined by mutual written agreement of the parties. If the reports are not delivered according to such Project Timeline in Exhibit A2 or as otherwise mutually agreed or if they do not comply with the requirements in the Scope of Services, it is understood, acknowledged and agreed that LAFCO will suffer damage. As fixed and liquidated damages, LAFCO shall withhold from Contractor the payment of the sum of $200.00 per calendar day for each and every calendar day of delay beyond the date that such reports are due in accordance with Exhibit A2, or as otherwise mutually agreed. For purposes of this section, the total cost for each of the tasks shall be consistent with the Rate Schedule in Exhibit A3.

D.        LAFCO shall pay Contractor for its fees and reimbursable expenses (if applicable) within forty-five (45) days following the date of receipt of each applicable invoice. If LAFCO contests or questions any invoice, LAFCO agrees to raise any questions with Contractor within such 45-day period.

4.         Termination.

A.        Termination Without Cause. LAFCO may terminate this Agreement without cause by giving thirty (30) days written notice.

B.        Termination With Cause. LAFCO may terminate this Agreement for cause upon written notice to Contractor. For purposes of this Agreement, cause includes, but is not limited to, any of the following: (1) material breach of this Agreement by Contractor; (2) violation by Contractor of any applicable laws; (3) assignment by Contractor of this Agreement without the written consent of LAFCO pursuant to Section 13; (4) failure to provide services in a satisfactory manner. Such notice shall specify the reason for termination and shall indicate the effective date of such termination.

C.        In the event of termination, Contractor will deliver to LAFCO copies of all reports and other work performed by Contractor under this Agreement, whether complete or incomplete, and upon receipt thereof, Contractor will be compensated based on the completion of services provided, as solely and reasonably determined by LAFCO.

5.         Project Managers; Substitution.

A.        Contractor designates ________ as the Contractor’s Project Manager for the purpose of performing the services under this Agreement. _______ will serve as day-to-day contact for LAFCO and work directly with staff and/or the LAFCO Budget Committee.

B.        LAFCO designates the LAFCO Executive Officer as its Project Manager for the purpose of managing the services performed under this Agreement.

C.        Contractor may not substitute anyone other than ______ to serve as Project Manager without the written permission of the LAFCO Executive Officer or his authorized representative. Any such substitution shall be with a person or firm of commensurate experience and knowledge necessary for the tasks to be undertaken.

6.         Conflicts of Interest.

In accepting this Agreement, Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, financial, or otherwise, which would conflict in any manner or degree with the performance of the Services.

Contractor further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest.

7.         Indemnification/Insurance.

Contractor’s indemnification and insurance obligations with respect to this Agreement are set forth in Exhibit B, attached hereto and incorporated herein by this reference.

8.         Compliance with all Laws.

Contractor shall, during the term of this contract, comply with all applicable federal, state, and local rules, regulations, and laws.

9.         Maintenance of Records.

Contractor shall maintain financial records adequate to show that LAFCO funds paid under this Agreement were used for purposes consistent with the terms of the Agreement. These records shall be maintained during the term of this Agreement and for a period of three (3) years from termination of this contract or until all claims, if any, have been resolved, whichever period is longer, or longer if otherwise required under other provisions of this Agreement.

10.       Nondiscrimination.

Contractor will comply with all applicable federal, state, and local laws and regulations. Such laws include, but are not limited to, the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101 and 1102. Contractor will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment utilization, promotion, layoff, rates of pay or other forms of compensation. Nor will Contractor discriminate in provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

11.       Notices.

All notices required by this Agreement will be deemed given when in writing and delivered personally or deposited in the United States mail, postage or prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing in accordance with this section:

To Contractor:                       __________________________

                                                __________________________

                                                __________________________

To LAFCO:                            Sonoma LAFCO Executive Officer

                                                111 Santa Rosa Avenue, Suite 240

                                                Santa Rosa, CA 95404

12.       Governing Law.

This Agreement has been executed and delivered in, and will be construed and enforced in accordance with, the laws of the State of California. The venue shall be Sonoma County.

13.       Assignment.

Contractor has been selected to perform services under this Agreement based on the qualifications and experience of Contractor’s personnel. Contractor may not assign this Agreement or the rights and obligations hereunder without the specific written consent of LAFCO. Any attempted assignment or subcontract without prior written consent will be null and void and will be cause, in LAFCO’s sole and absolute discretion, for immediate termination of the Agreement.

14.       Relationship of Parties; Independent Contractor.

Contractor will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of LAFCO. None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Agreement. The parties are not, and will not be construed to be, in a relationship of joint venture, partnership, or employer-employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other part or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided herein. Contractor will be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.

15.       Entire Agreement.

This document represents the entire Agreement between the parties with respect to the subject matter hereof. All prior negotiations and written and/or oral agreements between the parties with respect to the subject matter of this Agreement are merged into this Agreement.

16.       Amendments.

This Agreement may be amended only by an instrument signed by the parties.

17.       Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

18.       Severability.

If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

19.       Waiver.

No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing and shall apply to the specific instance expressly stated.

20.       Ownership of Materials and Disclosure of Work Product.

All reports, original drawings, graphics, plan, studies, and other date or documents (“documents”), in whatever form or format, assembled or prepared by Contractor or Contractor’s subcontractors, and other agents in connection with this Agreement shall be the property of LAFCO. LAFCO shall be entitled to immediate possession of such documents upon completion of the work pursuant to this Agreement. Upon expiration or termination of this Agreement, Contractor shall promptly deliver to LAFCO all such documents, which has not already been provided to LAFCO in such form or format as LAFCO deems appropriate. Such documents shall be and will remain the property of LAFCO without restriction or limitation. Contractor may retain copies of the above-described documents but agrees not to disclose or discuss any information gathered, discovered, or generated in any way through this Agreement without the express written permission of LAFCO. In the event of termination, Contractor, within 14 days following the date of termination, shall deliver to LAFCO all reports, original drawings, graphics, plans, studies, and other data or documents, in whatever form or format, assembled or prepared by Contractor or Contractor’s subcontractors, and other agents in connection with this Agreement and shall submit to LAFCO an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination.

IN WITNESS WHEREOF, LAFCO and Contractor have executed this Agreement as follows:

LAFCO                                                                                               Contractor

______________________                                               __________________________

Mark Bramfitt                                                                        ____________________ (name)

LAFCO Executive Officer                                                   ______________________ (title)

Date: ____________                                                          Date: _______________

APPROVED AS TO FORM:

___________________________

Verne Ball, LAFCO Counsel

Exhibits

Exhibit A: Scope of Services

Exhibit A2: Project Timeline

Exhibit A3: Rate Schedule

Exhibit B: INDEMNITY AND INSURANCE

Indemnity

Contractor agrees to accept all responsibility for loss or damage to any person or entity, including LAFCO, and to indemnify, hold harmless, and release LAFCO, its officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Contractor, that arise out of, pertain to, or relate to Contractor’s or its agents’, employees’, contractors’, subcontractors’, or invitees’ performance or obligations under this Agreement.  Contractor agrees to provide a complete defense for any claim or action brought against LAFCO based upon a claim relating to such Contractor’s or its agents’, employees’, contractors’, subcontractors’, or invitees’ performance or obligations under this Agreement.  Contractor’s obligations under this Section apply whether or not there is concurrent or contributory negligence on LAFCO’s part, but to the extent required by law, excluding liability due to LAFCO’s conduct.  LAFCO shall have the right to select its legal counsel at Contractor’s expense, subject to Contractor’s approval, which shall not be unreasonably withheld.  This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts.

Insurance

Without limiting the Contractor’s indemnification of LAFCO, with respect to performance of work under this Agreement, Contractor shall maintain and shall require all of its subcontractors, Contractors, and other agents to maintain insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

LAFCO reserves the right to review any and all of the required insurance policies and/or endorsements but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.

Workers Compensation and Employers Liability Insurance

a.            Required if Contractor has employees as defined by the Labor Code of the State of California.

b.            Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.

c.            Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.

d.            Required Evidence of Insurance: Certificate of Insurance.

If Contractor currently has no employees as defined by the Labor Code of the State of California, Contractor agrees to obtain the above-specified Workers Compensation and Employers Liability insurance should employees be engaged during the term of this Agreement or any extensions of the term.

General Liability Insurance

a.            Commercial General Liability Insurance on a standard occurrence form, no less broad than Insurance Services Office (ISO) form CG 00 01.

b.            Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The required limits may be provided by a combination of General Liability Insurance and Commercial Excess or Commercial Umbrella Liability Insurance. If Contractor maintains higher limits than the specified minimum limits, LAFCO requires and shall be entitled to coverage for the higher limits maintained by Contractor.

c.            Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000, it must be approved in advance by LAFCO. Contractor is responsible for any deductible or self-insured retention and shall fund it upon LAFCO’s written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving the LAFCO.

d.            Sonoma County Local Agency Formation Commission shall be endorsed as additional insureds for liability arising out of operations by or on behalf of the Contractor in the performance of this Agreement.

e.            The insurance provided to the additional insureds shall be primary to, and non-contributory with, any insurance or self-insurance program maintained by them.

f.             The policy definition of “insured contract” shall include assumptions of liability arising out of both ongoing operations and the products-completed operations hazard (broad form contractual liability coverage including the “f” definition of insured contract in ISO form CG 00 01, or equivalent).

g.            The policy shall cover inter-insured suits between the additional insureds and Contractor and include a “separation of insureds” or “severability” clause which treats each insured separately.

h.            Required Evidence of Insurance:

i.             Copy of the additional insured endorsement or policy language granting additional insured status; and

ii.            Certificate of Insurance.

Automobile Liability Insurance

a.            Minimum Limit: $1,000,000 combined single limit per accident. The required limit may be provided by a combination of Automobile Liability Insurance and Commercial Excess or Commercial Umbrella Liability Insurance.

b.            Insurance shall cover all owned autos. If Contractor currently owns no autos, Contractor agrees to obtain such insurance should any autos be acquired during the term of this Agreement or any extensions of the term.

c.            Insurance shall cover hired and non-owned autos.

d.            Required Evidence of Insurance: Certificate of Insurance.

Standards for Insurance Companies

Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

Documentation

a.            The Certificate of Insurance must include the following reference:  Sonoma LAFCO assessment.

b.            All required Evidence of Insurance shall be submitted prior to the execution of this Agreement. Contractor agrees to maintain current Evidence of Insurance on file with LAFCO for the entire term of this Agreement and any additional periods if specified in Sections 1, 2 or 3 above.

c.            The name and address for Additional Insured endorsements and Certificates of Insurance is:  LAFCO, 111 Santa Rosa Ave, Ste. 240, Santa Rosa, CA 95404.

d.            Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy.

e.            Contractor shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased.

f.               Upon written request, certified copies of required insurance policies must be provided within thirty (30) days.

Policy Obligations

Contractor's indemnity and other obligations shall not be limited by the foregoing insurance requirements.

Material Breach

If Contractor fails to maintain insurance which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. LAFCO, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, LAFCO may purchase the required insurance, and without further notice to Contractor, LAFCO may deduct from sums due to Contractor any premium costs advanced by LAFCO for such insurance. These remedies shall be in addition to any other remedies available to LAFCO.