GUILFORD COUNTY CONTRACT EXAMPLE

Transcription

1 GUILFORD COUNTY CONTRACT EXAMPLE COUNTY OF GUILFORD STATE OF NORTH CAROLINA AGREEMENT: AGREEMENT THIS AGREEMENT is hereby made, entered into, and effective as of this 1st day of July, 2012, by and between GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter referred to as the COUNTY, and, hereinafter referred to as the FIRE DEPARTMENT, and also collectively referred to as the Parties. W I T N E S S E T H : WHEREAS, North Carolina General Statute provides that counties may provide for fire protection in a fire protection district by contracting with an incorporated nonprofit volunteer or community fire department; and, WHEREAS, the, agrees to contract with GUILFORD COUNTY to provide fire protection and rescue services; and, WHEREAS, Chapter 159 of the North Carolina General Statutes provides that the county budget ordinance may be in any form that the Board of County Commissioners of any county deems most efficient in enabling it to make the fiscal policy decisions embodied therein and provide for a fund for each special district whose taxes are collected by the county; and, WHEREAS, the FIRE DEPARTMENT is a North Carolina community fire department or a 501 C (3) or 501 C (4) nonprofit corporation organized and authorized to furnish fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services authorized by its charter to the citizens of a district; and, WHEREAS, the, Rural Fire Protection, Fire Insurance, Service, and Response District(s) of Guilford County, hereinafter referred to as the District, have boundaries defined by description on file in the Guilford County Fire Marshal s Office; and,

2 WHEREAS, the FIRE DEPARTMENT has secured equipment, land, and buildings for the operation of Fire Station(s) to serve the citizens; and, WHEREAS, GUILFORD COUNTY presently levies and collects special tax(es) and is responsible for appropriating the funds derived there from for fire protection in Guilford County; and, WHEREAS, the COUNTY and FIRE DEPARTMENT desire to enter into this Agreement for the FIRE DEPARTMENT to furnish fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services within the described District; and, NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable considerations, the Parties hereto contract and agree as follows: 1. GUILFORD COUNTY agrees to make funds available to the, of Guilford County, from the proceeds of the tax levied from the fire protection service tax district. The GUILFORD COUNTY Board of Commissioners from year to year shall determine the amount of such service tax levy. The COUNTY will collect the funds from the special tax as may be levied as provided by law. For each fiscal year, the funds shall be based on the needs projected in the budget request jointly submitted by the FIRE DEPARTMENT, District Fire Commissioners, and COUNTY staff to the GUILFORD COUNTY Board of Commissioners and as approved by and deemed necessary by the GUILFORD COUNTY Board of Commissioners for furnishing fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT, and emergency services within the District. 2. Collected tax and or service district funds will be paid monthly by the COUNTY to said FIRE DEPARTMENT up to the amount appropriated by the GUILFORD COUNTY Board of Commissioners. 3. The COUNTY shall furnish the following services to the contracting areas served by the contracting FIRE DEPARTMENT: communications and fire & rescue protection needs analysis in order to maintain such fire & rescue protection throughout the County. The COUNTY will also provide fire investigation and emergency scene assistance services. 4. The FIRE DEPARTMENT will furnish fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services as determined by the FIRE DEPARTMENT s Board of Directors/Council and approved by the GUILFORD COUNTY Board of Commissioners or as contracted for by the GUILFORD COUNTY Board of Commissioners within the District and shall provide the necessary equipment, personnel and those resources necessary for furnishing such protection in the District. The services shall be in accordance with minimum standards set forth in this Agreement and all future amendments adopted in accordance with paragraph 20 of this Agreement. The FIRE DEPARTMENT shall furnish said fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services without charge to all persons and property located in the District in an efficient and workmanlike manner. This provision shall not prohibit the FIRE DEPARTMENT from

3 entering into contracts with the Federal, State or local governments, or utility companies for the provision of fire protection services for a fee. Furthermore, this shall not prohibit the FIRE DEPARTMENT from requesting reimbursement for specialized incidents. 5. Fire district tax and/or service district funds levied and collected by the COUNTY and paid to the FIRE DEPARTMENT by the COUNTY shall be used for fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services in the District and other areas of response as dispatched and to meet the standards established by this Agreement. 6. The COUNTY may inspect the financial books and records of the FIRE DEPARTMENT at reasonable times during regular business hours of the COUNTY. The FIRE DEPARTMENT agrees that it will supply such financial books and records of the FIRE DEPARTMENT at reasonable times during regular business hours of the COUNTY. The FIRE DEPARTMENT agrees that it will supply such financial records, information or verification as may reasonably be requested by the COUNTY. The FIRE DEPARTMENT shall maintain a written accounting system, which provides adequate documentation of all of its receipts and disbursements including, but not limited to, those related to the funds subject to this Agreement. 7. The DEPARTMENT agrees to present to the COUNTY an annual audit and accompanying management letter prepared according to generally accepted accounting principles (GAAP) and generally accepted auditing standards by an independent certified public accountant for the preceding fiscal year no later than 5:00 PM on the last working day of December of the current fiscal year. The financial records and data enumerated in Appendix A shall be presented to the COUNTY or other appropriate entity in the manner and condition described therein. Further, the COUNTY shall be entitled to use its Internal Audit staff to audit the financial records and operations of the FIRE DEPARTMENT at the COUNTY s discretion. In the event that the audit or management letter reveals a reportable and/or material issue(s) with regard to compliance with generally accepted accounting principles, the DEPARTMENT shall provide a written statement that contains an explanation of each such issue and an action plan (with implementation timetable) for resolving each such issue, and shall provide periodic reports to the COUNTY on progress made in resolution of each issue. If resolution of such issues requires professional advice on the part of that DEPARTMENT s (or COUNTY s) auditor, the DEPARTMENT shall bear the cost of such advice. Should the DEPARTMENT fail to submit its audit report to the COUNTY within the above time period, the COUNTY shall suspend all funds immediately until the audit is delivered as set forth above, except that the COUNTY s Director of Finance may grant a reasonable submittal extension in writing if the DEPARTMENT is unable to deliver the audit for reasons beyond the control of the DEPARTMENT or the DEPARTMENT s auditor.

4 Because of the DEPARTMENT s extensive reliance on public funds for its operations, the public has a continuing interest in the DEPARTMENT s decision-making processes and decisions regarding the spending of those funds. To ensure public trust, the DEPARTMENT agrees that its Fire District Commission and Board of Directors/Council meetings will be open to the public. If the COUNTY determines that the FIRE DEPARTMENT has failed to render the protection and services to the District as provided in this Agreement, then the COUNTY shall give the FIRE DEPARTMENT ninety (90) days advance written notice that the funds allocated are subject to suspension. If during the said ninety (90) day period, the FIRE DEPARTMENT makes improvements satisfactory to the COUNTY, no suspension shall occur. During the ninety (90) day period, the FIRE DEPARTMENT is not relieved of their responsibility to provide fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT, and emergency services in a manner otherwise consistent with the terms of this Agreement. 8. In the event that the FIRE DEPARTMENT s Board of Directors/Council determines that the FIRE DEPARTMENT is unable to reliably deliver the services described herein, for reasons including, but not limited to, resignation or withdrawal of volunteer, part-time or full-time members of other withdrawal or loss of ability to deliver services, the FIRE DEPARTMENT s Board of Directors/Council shall immediately so notify the COUNTY, at which time the COUNTY is authorized to use such FIRE DEPARTMENT facilities and equipment as are necessary to maintain the delivery of fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services in the FIRE DEPARTMENT s primary service area (to the extent the FIRE DEPARTMENT exercises operational control and/or ownership interest over such facilities and equipment), so that an interruption of the FIRE DEPARTMENT s ability to deliver services will not interfere with the standards of fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT, and emergency services provided for in this Agreement. Should such use become necessary, the COUNTY, the District Fire Commissioners, and the FIRE DEPARTMENT s Board/Council will jointly select an independent third-party trustee who will regularly evaluate the COUNTY s use of such FIRE DEPARTMENT facilities, equipment, and resources on behalf of the FIRE DEPARTMENT until the COUNTY determines that the FIRE DEPARTMENT is able to resume delivery of reliable service. In the event the FIRE DEPARTMENT serves multiple counties, each COUNTY shall have a representative in the makeup of the independent third party trustees. Should damage resulting from neglect to FIRE DEPARTMENT facilities or equipment occur during the operation described herein, the COUNTY shall assume responsibility for repair of the facilities or equipment, or replacement of the facilities or equipment to the extent that

5 such facilities or equipment cannot be repaired, to the extent that the FIRE DEPARTMENT s insurance does not cover such loss. The COUNTY shall indemnify and hold harmless the FIRE DEPARTMENT from any and all liability and expenses including attorney s fees, court costs and other costs incurred by the FIRE DEPARTMENT caused by the negligence or willful misconduct of the COUNTY, its agents or employees up to the limits of its insurance until resumption of service by the FIRE DEPARTMENT. 9. The FIRE DEPARTMENT agrees that if the FIRE DEPARTMENT s financial records are judged to be un-auditable for purposes of audit or establishment of a budget by the COUNTY s Director of Finance, or if a regular or special audit by a Certified Public Accountant reveals competent evidence of reckless or willful violations of generally accepted financial management practices or intentional or criminal wrongdoing, the FIRE DEPARTMENT s Board of Directors/Council will notify the COUNTY, at which time, the COUNTY and Board of Directors/Council may jointly name a trustee who will assume responsibility for management and financial decision-making for the FIRE DEPARTMENT until such time as the COUNTY and FIRE DEPARTMENT s Board of Directors/Council agree that the FIRE DEPARTMENT s finances have been stabilized to the extent required to satisfy the financialmanagement provisions of this Agreement. 10. The FIRE DEPARTMENT agrees that, as of January 1, 20, or the date of adoption of this Agreement, whichever is later, if the fire chief of the FIRE DEPARTMENT serves as a member of the FIRE DEPARTMENT s Board of Directors/Council, that fire chief shall become an ex officio member, without vote, of the FIRE DEPARTMENT s Board of Directors/Council. 11. In the event of a liquidation or dissolution of the FIRE DEPARTMENT pursuant to cessation of service or action by the FIRE DEPARTMENT s Board of Directors/Council, all equipment and assets owned by the FIRE DEPARTMENT and not otherwise required for retirement of lawful debt will be distributed in accordance with the FIRE DEPARTMENT s Charter and the North Carolina Non-Profit Corporations Act, except that all assets, equipment and real property acquired with tax funds collected by GUILFORD COUNTY and appropriated to the FIRE DEPARTMENT shall be assigned to the COUNTY in a proportion equivalent to the proportion of the COUNTY s tax fund contribution to the FIRE DEPARTMENT s budget at the time the asset, equipment and/or real property was acquired. Such assets shall be assigned or distributed as follows: (1) by the dissolving FIRE DEPARTMENT to its successor in fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services within the FIRE DEPARTMENT s primary service area; and/or (2) to other fire departments in Guilford County through, and with the recommendation of the Fire Marshal s Office, to the COUNTY s Board of Commissioners. The Board of Directors, the Fire Chief, the appointed joint third party and the Fire Marshal s Office shall work in conjunction to identify the most equitable process to the taxpayer of

6 distribution and/or sale of assets to maintain service to the given district. The COUNTY agrees that, given the infrequent nature of such a liquidation or dissolution, receipts from such sale will not be considered revenues for purposes of offsetting Fire District Tax contributions or a Fire District Tax rate adjustment in support of Fire District capital improvements. In the event the FIRE DEPARTMENT serves multiple counties, each county shall have a representative in the makeup of the independent third party trustees. This section shall not apply if the dissolution is the result of a deliberate act on the part of GUILFORD COUNTY to assume immediate and complete control of fire protection in the FIRE DEPARTMENT s service area notwithstanding the FIRE DEPARTMENT s willingness and ability to continue delivery of services in compliance with this Agreement. These action(s) shall be consistent with the previous liquidation/dissolution of Fire Departments in Guilford County. 12. The FIRE DEPARTMENT shall hold and use tax/service district monies under the provision of this Contract and any property acquired with such monies solely and exclusively to provide for FIRE DEPARTMENT fire protection, medical first responder, rescue to the certification level of the FIRE DEPARTMENT and emergency services in the District and other areas of response, as dispatched, and to meet the performance standards as set forth in this Agreement. Such use encompasses payment of any necessary and lawful fire protection and emergency services expense including payment of principal and interest in satisfaction of any indebtedness incurred in acquisition of facilities and equipment. Funding provided for fire protection operations by the COUNTY and FIRE DEPARTMENT shall be fair and equitable to all citizens. The FIRE DEPARTMENT shall use the funds subject to this Agreement in accordance with the annual FIRE DEPARTMENT budget. The budget may be amended by the FIRE DEPARTMENT Board of Directors/Council with the funds made available by this Agreement, except the amendments providing for any capital expenditure that establishes a new operating expense that will carry beyond the current fiscal year shall require you notify the Guilford County Fire Marshal s office. The FIRE DEPARTMENT shall notify the Fire Marshal of permanent changes of staffing levels for paid staff. 13. The FIRE DEPARTMENT agrees that it shall continue to use the COUNTY s electronic financial reporting system furnished by GUILFORD COUNTY for budget preparation and presentation purposes. The FIRE DEPARTMENT agrees to make these reports available upon request during normal business hours.

7 14. The FIRE DEPARTMENT shall obtain and keep in force during the term of this Agreement the following minimum insurance coverage, annually providing GUILFORD COUNTY with a certificate of insurance: a. Worker s Compensation: Coverage of all volunteer firefighters and employees for statutory limits in compliance with applicable state and federal laws. b. Comprehensive General Liability, Including Medical Malpractice: Coverage with minimum limits of $1,000, per occurrence combined single limit for bodily injury liability and property damage liability. c. Business Auto Policy: Coverage with minimum limits of $1,000, per occurrence combined single limit for bodily injury liability and property damage liability. This shall include owned vehicles, hired and non-owned vehicles and employee non-ownership. d. Professional Errors and Omissions, Including Officers and Directors: Coverage with minimum limits of $1,000, per claim and $2,000, aggregate. e. Umbrella Liability: Coverage with a minimum limit of $3,000, with underlying coverage of auto liability, employee s liability and errors and omissions liability. f. Fidelity Bonds: A blanket fidelity bond shall be purchased in the amount of not less than $50, The FIRE DEPARTMENT agrees to participate within the GUILFORD COUNTY Emergency Operations Plan. 16. The FIRE DEPARTMENT agrees to participate within the GUILFORD COUNTY Emergency Medical System Plan. 17. The COUNTY agrees to make funds available for and the FIRE DEPARTMENT agrees to provide the necessary equipment and personnel to maintain a minimum district rating of 7 as determined by the North Carolina Department of Insurance/Office of the State Fire Marshal. In districts in which a split rating may be applied the lesser of the two ratings shall be considered the minimum district rating. The FIRE DEPARTMENT agrees to participate in an inspection based upon the 9S criteria as defined by the North Carolina Department of Insurance/Office of the State Fire Marshal as a minimum standards inspection. This inspection will be conducted by Guilford County Fire Marshal s Office. These inspections will be conducted on one-fifth of the contracted departments on an annual basis or within six months of a FIRE DEPARTMENT s designation of a new Fire Chief. The FIRE DEPARTMENT agrees to provide a five year rating improvement statement at the conclusion of the inspection. The COUNTY agrees to make funds available for and the FIRE DEPARTMENT agrees to at all times seek and maintain a Fire District Insurance rating commensurate with the FIRE DEPARTMENT s equipment, personnel, and water supplies as determined by the North Carolina Department of Insurance/Office of the State Fire Marshal. The regression in grade of any FIRE DEPARTMENT shall require that FIRE DEPARTMENT to provide a copy of the improvement statement as required by the North Carolina Department of Insurance/Office of the State Fire Marshal to the COUNTY within

8 30 days of notification of loss of grade. The improvement statement shall include the minimum requirements the FIRE DEPARTMENT shall meet to reinstate the previous grade status. Failure to provide grade status improvement statement or a regression justification statement within a twelve month time period may result in the suspension of Contract funds to the FIRE DEPARTMENT. 18. The FIRE DEPARTMENT shall indemnify and hold harmless GUILFORD COUNTY for any and all liability and expenses including attorney s fees, court costs and other costs incurred by GUILFORD COUNTY caused by the negligence or willful misconduct of the FIRE DEPARTMENT, its agents and employees, up to the limits of insurance in section The COUNTY and the FIRE DEPARTMENT agree that it is beneficial to the effective provision of the services identified in this contract, to establish minimum performance standards. Furthermore the COUNTY and the FIRE DEPARTMENT agree that performance standards need to be reviewed annually and updated as needed. The performance measures detailed in Appendix A to this Contract will be reviewed and updated as needed during the January meeting of the Guilford County Fire and Rescue Council, Fire Chief s Section. The Fire Chiefs in conjunction with the Fire Marshal will update each measure as needed. 20. This Agreement shall become effective as of July 1, 20, subject to the continued legal existence of the District(s) and the FIRE DEPARTMENT, and shall continue from fiscal year to fiscal year unless terminated by either Party in accordance with this Agreement. 21. The terms of this Agreement may only be modified or amended with a written Contract Amendment executed by both Parties. It is recognized and agreed to by the COUNTY and the FIRE DEPARTMENT that specific amendments may be necessary on an individual department-by-department basis, and, further, that this Agreement may be amended in writing with the consent of the Parties thereto. 22. This Agreement may not be assigned by the FIRE DEPARTMENT without the written consent of the COUNTY. If the FIRE DEPARTMENT should undergo a name change or acquisition, bankruptcy, or other change in status for any reason, the FIRE DEPARTMENT must immediately notify GUILFORD COUNTY in writing of these changes and provide the COUNTY with legal documentation supporting these changes, such as Articles of Incorporation, Articles of Amendment, an Assumption Agreement, Bill of Sale, merger documents, etc. 23. This Contract may be terminated by either Party upon advance written notice to the other Party, served upon the other Party by certified mail at least ninety (90) days prior to termination. Failure of the COUNTY and the FIRE DEPARTMENT to agree upon the amount of funding shall terminate this Contract in accordance with this section of this Agreement. 24. Failure of the COUNTY to enforce any of the provisions of this Agreement at any time, or to request performance by the FIRE DEPARTMENT pursuant to any of the provisions of this Agreement at any time shall in no way be construed as a waiver of such provisions, nor in

9 any way affect the validity of this Agreement, or any part thereof, or the right of the COUNTY to enforce each and every provision. In the event that there is disagreement between representatives of GUILFORD COUNTY and the FIRE DEPARTMENT as to the meaning and/or applicability of any section of the Agreement, the COUNTY and the FIRE DEPARTMENT agree to select and share the cost (if any) of the services of a certified mediator to mediate the disagreement. 25. If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the Parties intention. All remaining provisions of this Contract shall remain in full force and effect. 26. This Contract is not intended to serve for the benefit of any third party. The rights and obligation contained herein belong exclusively to the entities, which are Parties hereto as a benefit to that third party. 27. Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Contract are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms Contract and Agreement have the same meaning and may be used interchangeably throughout this document. The terms Appendix, Attachment, Exhibit, and Addendum have the same meaning and may be used interchangeably throughout this document. 28. This Contract, including the Exhibits and/or Attachments, if any, sets forth the entire Agreement between the Parties regarding this subject matter. All prior conversations or writings between the Parties hereto or their representatives are merged within and extinguished. This Contract shall not be modified except by a writing subscribed to by all the Parties.

10 29. The Parties agree that North Carolina Courts shall have jurisdiction over this Contract and any controversies arising out of this Contract shall be governed by and construed in accordance with the laws of the State of North Carolina. IN WITNESS WHEREOF, the COUNTY and FIRE DEPARTMENT have set their hands and seals, all pursuant to authority duly granted as of the day and year first above written. ATTEST: GUILFORD COUNTY Clerk to Board By: County Manager (COUNTY SEAL) ATTEST: FIRE DEPARTMENT Corporate Secretary By: President (CORPORATE SEAL) APPROVED AS TO CONTENT: Emergency Services Department Representative This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Finance Director

11 APPENDIX A - PERFORMANCE MEASURES Standards of Performance - The FIRE DEPARTMENT shall furnish fire protection and emergency services in a professional, efficient and workmanlike manner, in particular so as to meet the requirements of and comply with rules and regulations of the North Carolina Department of Insurance, Insurance Services Office, Inc., and other pertinent federal, state and county laws, regulations and standards. 1. Staffing The FIRE DEPARTMENT/station shall 100% of the time, provide 4 personnel to respond to a structure fire related event. The FIRE DEPARTMENT/station shall 90% of time; provide 4 personnel to respond to all fire events other than structure fires. The FIRE DEPARTMENT/station shall 90% of the time; provide 2 personnel to respond to a medical related event. *Note staffing levels are concurrent with structure fire response per the NC Response Rating Schedule. 2. Turn Out Time (defined as the amount of time from dispatch to first unit responding) Emergency Response Turn Out Time The FIRE DEPARTMENT shall 90% of the time have the first unit responding within 120 seconds of dispatch. Non-Emergency Response Turn Out Time The FIRE DEPARTMENT shall 75% of the time have the first unit responding within 120 seconds of dispatch. If within two minutes, a unit has not checked en route, dispatch will re-alert and add an additional out of district station. 3. Response Time (defined as the amount of time from first unit responding to first unit on scene) To encourage the safe operation of emergency vehicles, response time is not addressed in this Contract.

12 4. Medical Certification of Personnel The FIRE DEPARTMENT shall have in place a program to ensure the wearing of respiratory protection meets the expectations of the Respiratory Protection Standard, 29 CFR Background Checks The FIRE DEPARTMENT shall have a policy to conduct background checks on members/employees. 6. Participation in the North Carolina State Fireman s Association (NCSFA) The FIRE DEPARTMENT shall maintain membership in the NCSFA to ensure the related benefits are afforded to all members/employees. 7. Auto/Mutual Aid The FIRE DEPARTMENT shall participate in the most current auto/mutual aid agreements for response to calls for service with departments in Guilford County. 8. Incident Reporting The FIRE DEPARTMENT shall participate in the National Fire Incident Reporting System (NFIRS) system with the North Carolina Department of Insurance/Office of the State Fire Marshal. 9. Fire Prevention and Public Education The FIRE DEPARTMENT shall have an annual Fire Prevention and Public Education plan concurrent with the respective needs of their jurisdiction as determined by the FIRE DEPARTMENT. 10. North Carolina Motor Vehicle Laws The FIRE DEPARTMENT shall promote that members/employees as a representative of the FIRE DEPARTMENT comply with all applicable motor vehicle laws. If a member/employee is citied for a motor vehicle violation, this shall not negate this Contract. Disciplinary action shall be at the discretion of the individual FIRE DEPARTMENT. 11. Budget The FIRE DEPARTMENT shall participate in the annual budgeting process as detailed by GUILFORD COUNTY. 12. Fire Investigation The FIRE DEPARTMENT shall attempt to determine the cause and origin of all fires within their respective jurisdiction. Assistance may be requested from the Guilford County Fire Marshal s Office.

13 13. Disposal of Surplus Equipment The FIRE DEPARTMENT shall offer to other departments within Guilford County said FIRE DEPARTMENT s serviceable surplus equipment, prior to offering to others. 14. Training The FIRE DEPARTMENT shall have an annual training plan to ensure appropriate training is conducted for new and existing members/employees. 15. Standard Operating Procedures, (SOPs), General Operating Guidelines (GOGs) The FIRE DEPARTMENT shall adopt all SOPs/GOGs approved by the Guilford County Fire and Rescue Council, Fire Chief s Section.