SHARED SERVICES AGREEMENT BETWEEN THE TOWNSHIP OF MAPLEWOOD
THE TOWNSHIP OF SOUTH ORANGE VILLAGE
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THIS SHARED SERVICES AGREEMENT (“Agreement”) is made on this ___ day of____________, 2019, by and between the Township of Maplewood (“Maplewood”) a municipal corporation of the state of New Jersey, county of Essex, with offices at 574 Valley Street, Maplewood, New Jersey 07040 and the Township of South Orange Village (“South Orange”) a municipal corporation of the state of New Jersey, county of Essex, with offices at 76 South Orange Avenue, South Orange, New Jersey 07079 (collectively, the “Parties”).
WHEREAS, the Uniform Shared Services and Consolidation Act, N.J.S.A. 40A:65-1 et seq. (the“Act”) was enacted to encourage municipalities to reduce waste and duplicative services; and
WHEREAS, both Maplewood and South Orange have paid fire departments; and
WHEREAS, Maplewood and South Orange are adjoining municipalities, which can share firefighting and related services without a reduction in the effectiveness of such services; and
WHEREAS, Maplewood and South Orange have determined that both municipalities can reduce the cost of firefighting services by entering into a shared service agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth below, and for good and valuable consideration, pursuant to the Act the parties agree as follows:
1. Defined Terms
1.1 In addition to terms separately defined throughout this Agreement, the following terms are defined as follows:
- Board of Trustees: The governing body of South Orange.
- Capital Repairs: repair of roofs, structural elements and HVAC components of firehouses.
- Commencement Date: The date, following the Effective Date, that the Transition Plan has been completed and the MSOFD has assumed responsibility for fire protection in both Maplewood and South Orange.
- Effective Date: The date of this Agreement.
- Fire Chief: The superior officer of the MSOFD.
- FSB: The Fire Services Board, an advisory board to the Township Committee, as further described in §4.2.
- MSOFD: The newly formed Maplewood Fire Department, to be known as the “Maplewood South Orange Fire Department”.
- Service Level Agreement: A definitive, detailed description of the level of fire services to be provided to South Orange by Maplewood, all as set forth in attached Exhibit II.
- Township Committee: The governing body of Maplewood.
- Transition Plan: The plan set forth in attached Exhibit I, whereby Maplewood and South Orange shall take all necessary action to effectuate the Commencement Date.
2.1 Pursuant to N.J.S.A. 40A:65-7a(4), the initial term of this Agreement shall be ten (10) years from the Commencement Date, the date on which the transition plan (Exhibit I) has been completed.
2.2 Within one (1) year of termination of this Agreement, Maplewood and South Orange shall each advise the other of their respective intentions to extend or terminate this Agreement. Should the parties agree to extend this Agreement, they may do so for an additional ten (10) year period, or for such other term and conditions as they may agree upon according to law.
2.3 Should either party elect not to extend this Agreement, Maplewood and the MSOFD shall continue to perform all services pursuant to this Agreement for a period of two (2) additional years.
3. Services to be provided by MSOFD
3.1 Scope of Services
3.2 Maplewood shall exclude the following services, all of which shall be separately provided by and separately paid for by both Maplewood and South Orange
Emergency medical services, and
Fire sub-code inspections of newly constructed projects and improvements.
3.3 A more definitive and detailed description of the level of the services to be provided by Maplewood, as set forth in §3.1, is attached in Exhibit II.
4.1 Respective roles and responsibilities of Maplewood and South Orange.
4.1.1 Maplewood, through its Township Committee, shall have all power, authority and responsibilities a municipality may have pursuant to New Jersey law in order to maintain and operate a paid fire department. Such power, authority and responsibilities specifically relates to the MSOFD and includes the responsibility to budget and pay for all MSOFD operating expenses and capital costs, including the financing of all new equipment regardless where such equipment may be housed. The Township Committee shall not take any formal action with respect to the MSOFD before it has received a written recommendation with respect to such action from the FSB. The Township Committee shall not unreasonably reject any recommendation made by the FSB. FSB recommendations regarding budgets and mutual aid agreements may only be rejected by a four-fifths vote of the Township Committee.
4.1.2 Other than the appointment of FSB members and payments required by this Agreement, South Orange and its Board of Trustees shall have no power, authority or responsibilities with respect to the maintenance and operation of the MSOFD.
4.2 The Fire Services Board (“FSB”)
4.2.1 The FSB shall be composed of seven (7) members. Annually the Township Committee and the Board of Trustees shall each appoint two of their elected members to the FSB. In addition, the Township Administrator, Village Administrator and Fire Chief shall serve as members of the FSB.
4.2.2 The FSB shall serve as an advisory board to the Township Committee and meet as may be required, but at least monthly. The FSB shall be responsible to make recommendations to the Township Committee on any and all matters over which the Township Committee has control and legal jurisdiction. Such matters shall include, but not be limited to MSOFD operating policies and procedures, hiring and promotions, budgets, mutual aid agreements, regulations, labor relations, community engagement and performance reporting. In making such recommendations, each member of the FSB shall have a single vote. All recommendations shall be in writing and simultaneously served upon both the Township and Village Clerks, before the Township Committee is obligated to take action. All meetings of the FSB shall be conducted in accordance with the New Jersey Open Public Meetings Act (N.J.S.A.________).
4.3 Role/Responsibilities of Maplewood Administrator (appropriate authority)
4.4 Day to day operation of the MSOFD shall be the responsibility of the Fire Chief.
5.1 Total staff
§5.2 Staffing for respective municipalities
§5.3 Employment reconciliation plan (40A:65-11)
6. Shared costs
6.1 Operating expenses
6.1.1 MSOFD operating expenses shall be shared by Maplewood and South Orange, based upon a respective fifty-five (55%) and forty-five (45%) percent assumption of such expenses.
6.1.2 Expenses included and excluded:
MSOFD operating expenses shall include every category of expense, directly incurred by either Maplewood or South Orange in the previous operation of their respective fire departments. The following shall be excluded from such expenses:
Maplewood’s cost to provide emergency medical services.
The costs incurred by both Maplewood and South Orange in the provision of fire subcode officials.
Firehouse capital costs.
Capital costs incurred by both Maplewood and South Orange as of the Effective Date.
6.1.3 Payment terms: Annually, no later than November 1, Maplewood shall deliver to South Orange the annual MSOFD operating budget for the subsequent year. The operating budget shall have been approved by the FSB and at least a four fifths vote of the Township Committee. South Orange shall make twelve (12) equal installment payments of forty- five (45%) percent of the budgeted sum by the fifteenth (15) day of each month. Should the MSOFD incur emergency costs on a legally justifiable basis, Maplewood shall submit to South Orange a detailed statement of such costs, including the basis therefor. South Orange shall pay forty-five (45%) percent of such emergency costs within sixty (60) days of receipt of the statement. Annually, no later than March 1, Maplewood shall deliver to South Orange an audited statementof MSOFD’s operations for the previous year. Together with such audited statement, Maplewood shall deliver to South Orange a true-up calculation of any excess payment or shortfall incurred by South Orange. Maplewood shall refund any excess or South Orange shall make payment of a shortfall within sixty (60) days of the receipt of the audited statement.
6.2 Existing capital assets
6.2.1 Title to all capital assets on the Effective Date, including real property, rolling stock and equipment shall be retained by the respective parties, throughout the term of this agreement and thereafter. South Orange shall lease to Maplewood all such real property, rolling stock and equipment for the sum of one ($1.00) Dollar per year.
6.2.2 Debt service payments related to all capital assets on the Effective Date, including real property, rolling stock and equipment shall remain the obligations of the respective parties, throughout the term of this agreement and thereafter.
6.3 Purchase of new capital assets
6.3.1 The need to purchase new capital assets shall initially be determined by the Fire Chief, brought to the attention of the FSB, and recommended to the Township Committee. Such recommendation shall only be rejected by a four fifths vote of the Township Committee.
6.3.2 The Township Committee shall have the responsibility to finance the purchase of all new capital assets, including bond financings with a term that exceeds the term of this Agreement.
6.3.3 Title to all newly purchased capital assets shall be in the name of Maplewood, and retained by Maplewood upon termination of this Agreement,
6.3.4 South Orange shall share the cost of new capital assets by payment of forty (40%) percent of such costs, including interest payments. The obligation of South Orange to share in such capital costs shall terminate with the termination of this Agreement.
6.3.5 South Orange shall make payment of its share of capital costs, as provided for in §6.3.4, by payment to Maplewood at least 30 days prior to the date of such payments are due by Maplewood. Annually Maplewood shall provide South Orange with a schedule of such payment due dates.
7. Existing firehouses
7.1 Ownership of their respective existing firehouses shall be retained by South Orange and Maplewood. South Orange shall lease such real estate to Maplewood for the term of this Agreement for the sum of One ($1.00) Dollar per year.
7.2 MSOFD shall be responsible for routine maintenance of all firehouses. However, Maplewood and South Orange shall each be responsible for Capital Repairs of their respective firehouses and shall continue to make debt service payments with respect to existing debt undertaken for such Capital Repairs.
8.Events of default
8.1 Failure by Maplewood to comply with any and all terms of this agreement shall constitute an event of default. More specifically, any failure to fulfill the requirements of the Service Level Agreement or failure to renegotiate this Agreement pursuant to Section 11.3.2 shall constitute an absolute event of default.
8.2 Failure by South Orange to comply with any and all terms of this agreement shall constitute an event of default. More specifically, any failure to make timely payments required by this Agreement shall constitute an absolute event of default.
9. Dispute resolution
9.1 Mediation: Any dispute shall initially be resolved by mediation before a retired judge of the Superior Court of New Jersey or the United States District Court. The parties shall agree upon the appointment of such a mediator and, failing agreement, either party may petition the Superior Court, Essex County, to appoint one. The parties shall equally share the cost of the mediator, but bear their own legal and associated expenses.
9.2 Arbitration: Any dispute that cannot be resolved by mediation shall be resolved by final, binding, conclusive arbitration before a retired judge of the Superior Court of New Jersey or the United States District Court, sitting as a single arbitrator in a summary fashion. It is the intention to limit prehearing discovery to such matters as the arbitrator determines to be essential for a just and equitable resolution of the dispute. The parties shall agree upon the appointment of such an arbitrator and, failing agreement, either party may petition the Superior Court, Essex County, to appoint one. The arbitrator shall determine all procedural rules. Maplewood shall include the same alternate dispute resolution provision in all of its contracts for any and all ancillary services for which MSOFD may contract. The parties shall equally share the cost of the arbitrator, but bear their own legal and associated expenses.
10. Insurance Requirements/Indemnification
10.1 Maplewood insurance requirements
10.1.1 General liability. Maplewood shall maintain, and pay for, a general liability insurance policy in the amount of $5,000,000, and name South Orange an additional insured
10.1.2 Additional insurance coverage. In addition to general liability coverage, Maplewood shall maintain workers compensation insurance, disability insurance, unemployment insurance and any and all other insurance that may now or hereafter be required in order to operate MSOFD. The cost of such insurance shall be included in MSOFD operating expenses and shared between Maplewood and South Orange as provided for in §6.1.
10.2 South Orange insurance requirements. South Orange shall maintain, and pay for, a general liability insurance policy in the amount of $5,000,000 and name Maplewood an additional insured
10.3 Indemnification by Maplewood. Maplewood agrees to indemnify, hold harmless and defend South Orange, and its elected officials, agents and employees from and against any and all claims, damages, losses, expenses, causes of action and liabilities, including, without limitation,attorney’s fees and costs, that may be asserted from all claims alleging a failure to maintain assets owned by Maplewood on the Commencement Date.
10.4 Indemnification by South Orange. South Orange agrees to indemnify, hold harmless and defend Maplewood, and its elected officials, agents and employees from and against any and all claims, damages, losses, expenses, causes of action and liabilities, including, without limitation,attorney’s fees and costs, that may be asserted from all claims alleging a failure to maintain assets owned by South Orange on the Commencement Date.
11.1 Effective Date (45 days following the latest of the following events: resolutions by the Board of Trustees and Township Committee approving this Agreement, formal approval by all state agencies having jurisdiction over shared services agreements)
11.2 No assignment without consent of Board of Trustees
11.3 Entire agreement
11.3.1 This Agreement supersedes all prior discussions and agreements between the Parties and contains the sole and entire understanding between the Parties. All promises, inducements, offers, letters of intent, solicitations, agreements, commitments, representations and warranties heretofore made between the Parties are merged into this Agreement. This Agreement shall not be modified or amended in any respect except by a written instrument executed by or on behalf of each of the parties to this Contract.
11.3.2 Notwithstanding the entirety of this Agreement, the parties agree that should legislation be adopted that would facilitate equal municipal control of shared service agreements between municipalities with fire departments with conflicting civil service jurisdiction, other than joint meetings, this Agreement shall be amended. Should such legislation be enacted, the parties shall in good faith negotiate amendment of the terms of this Agreement to provide the Board of Trustees and the Township Committee with joint and equal powers and authority. Negotiation between the parties shall begin within 30 days of the enactment of such legislation.
11.4 Notice. All notices, requests, consents, approvals or other communications pursuant to this Agreement shall be in writing and (a) mailed by Express Mail or U.S. registered or certified mail, return receipt requested, postage prepaid, (b) sent by a recognized overnight delivery service(which shall be deemed to include New Jersey Lawyer’s Service), (c) hand-delivery or (d) sent by telecopy or email (provided one of the foregoing methods is also used) and addressed as follows:
If to Maplewood:
574 Valley Street,
Maplewood, New Jersey 07040
With a copy to:
Roger Desiderio, Esq,
Bendit Weinstock, P.A.
80 Main Street
West Orange, New Jersey 07052
If to South Orange:
76 South Orange Avenue
South Orange, New Jersey 07079
With a copy to:
Steven Rother, Esq.
Post Polak, P.A.
425 Eagle Rock Avenue, Suite 200 Roseland, New Jersey 07068