DRAFT     -    MERGER AGREEMENT    -    DRAFT     Purpose, Background and Scope of Service Merger Efforts   A. Purpose   Pursuant to Florida Statutes Chapter 287, The Bonita Springs Fire Control and Rescue District, the Estero Fire District and the San Carlos Park Fire Protection and Rescue Service District are soliciting proposals from qualified firms interested in providing professional consultant services to develop a Cooperative Study to determine if merger efforts are operationally and financially beneficial to the taxpayers of all fire districts.   B. Background   The Bonita Springs Fire Control and Rescue District (Bonita Springs) is a political subdivision of the State of Florida responsible for fire rescue and emergency medical services in southern Lee County operating pursuant to Chapter 97-340, Laws of Florida (1997), Chapter 98-464, Laws of Florida (1998) and Chapter 191, Florida Statutes.  Bonita Springs operates and maintains fire and rescue facilities in the Bonita Springs, Florida area.  It is governed by a five (5) member Board of Fire Commissioners which is elected by Bonita Springs District registered voters.  Under the Board’s direction, a Fire Chief manages Bonita Springs’ five (5) stations within a 72 square mile area and 110 total employees.  Bonita Springs has both bargaining and non-bargaining unit employees.   The Estero Fire Protection & Rescue Service District (Estero), an integrated emergency service agency providing fire, EMS and Rescue services, was originally created in 1964 and pursuant to the provisions of Section 189.429 Florida Statute, the enacted legislation, Chapter 2000-437, Laws of Florida, codified Estero Fire Protection & Rescue Service District’s Special Acts. Estero provides fire prevention, community relations and public awareness programs to the residents, businesses and transients of Estero and neighboring municipalities.  The primary response district for services consists of approximately 56 square miles and a residential population base of 40,000.  Estero is governed by a five (5) member Board of Fire Commissioners which is elected by the voters of Estero. Under the management of the Fire Chief, Estero operates four fire stations and handles an average of 4000 requests for assistance. Estero Fire District has both bargaining and non-bargaining unit employees.    The San Carlos Park Fire Protection and Rescue Service District (San Carlos Park) was created under Laws of Florida, Chapter 76-411, codified under Chapter 2000-397, as amended as a fire control and rescue service district responsible for equipping, operating and maintaining a fire department within the San Carlos Park Fire District. San Carlos Park is a political subdivision of the State of Florida in Southern Lee County and operates pursuant to the above referenced Chapters, as well as Section 191, Florida Statutes. It is governed by a five (5) member Board of Fire Commissioners which is elected by the San Carlos Park Districts registered voters. Under the Board’s direction, a Fire Chief manages San Carlos Park’s three (3) stations within a fifty-two (52) square mile area and sixty (60) total employees. San Carlos Park Fire Protection and Rescue Service District has both bargaining and non-bargaining unit employees. Cooperative Services Feasibility Study Scope of Work   The proposed methods, procedures, and anticipated deliverable items of this project have been organized into objectives. Each objective is described below.  Additionally, all proposers are required to attend a mandatory pre-meeting to be held April 29, 2008 at 9:00 AM at Bonita Springs Fire Control and Rescue District – Station 4 located at 27701 Bonita Grande Drive, Bonita Springs, FL 34135.    Phase I: Project Initiation   Objective 1:    Development of Project Action Plan   The consultant will meet with and refine the proposed work plan with the District and management teams of the organizations to gain a comprehensive understanding of the project’s background, goals, and expectations. This action plan shall be developed identifying:   Primary tasks to be performed Person(s) responsible for each task Time table for each objective to be complete Method of evaluating results Resources to be utilized Possible obstacles or problem areas associated with the accomplishment of each task   This meeting will also help to establish working relationships, make logistical arrangements, determine lines of communication, and finalize contractual arrangements. Other agenda items that may be discussed includes data collection approach, interview plan and tentative schedule, interim milestones, meetings, deliverables, and to obtain pertinent reports and background material.   Objective 2:    Review of Background Information   Review and evaluate documents and information relevant to this project including, but not limited to:   The recommendations from previous studies, if applicable Applicable state and local laws, district enabling acts, resolutions, ordinances, applicable tax information, regulations, contracts, and other applicable documents Existing missions, goals and objectives Current and previous year annual reports, operating budgets, budget history, budget projections and any current financial plans Service demand and response time data Relevant collective bargaining agreement(s) Revenue analysis Station location maps Current demographics, land use, and growth plans Relevant contractual agreement(s), such as interlocal agreements with counties, cities or other districts All available reports on emergency service operations Relevant community planning documents G.I.S. historical incident data on service calls in a computer readable format as available An inventory of facilities, apparatus, and major equipment and current Five Year Plans Fire loss reports 16. Training records 17. Policy and procedure manuals and any employee handbooks 18. Any other information which may be necessary for the successful completion of the study Completion of this objective will generate the initial background information to provide a strong foundation and basis for the cooperative study to determine if merger efforts are operationally and financially beneficial to the taxpayers of all fire districts.  Resulting recommendations and options for change will be contained in the final report.   Objective 3:          Stakeholders Input   Conduct interviews with and gather information from key personnel including:   1.       Governing body of each fire district 2.       Finance function managers 3.       Fire districts’ administrative manager and staff 4.       Members of the participating agencies 5.       Local union representatives 6.       Others as they may contribute to this project (Chamber of Commerce’s, City of Bonita Springs, Estero Council of Community Leaders , San Carlos Park Civic Association etc.)   The project team will interview key stakeholders of any organization associated with this study. At a minimum, members of the project team will interview elected officials, fire district officials, union representatives, and, as appropriate, representatives as each agency deems necessary.   From these interviews, the consultant will obtain additional perspective on operational, economics, and policy issues facing each agency. In addition, the project team will learn more about availability of data necessary to meet projected goals.   Phase II: Emergency Services Agency Evaluations   The project study and analysis begin with a full and complete agency evaluation of each fire district included in the study. This establishes a baseline of full disclosure as to the condition, capabilities, financial status, and organizational effectiveness of each fire district included in the study. Once these areas are documented, reviewed, and analyzed, this document (A Five Year Facilities and Operations Plan) will provide invaluable background information that becomes a foundation and guide for the future planning process within each fire district, regardless of whether any merger is ultimately enacted.   The Five Year Facilities and Operations Plan will be prepared separately for all three fire districts, complying with all requirements of Florida Statutes 189.415. Ten copies of each district’s final document will be presented to said district.   Objective 1:          Organization Overview   An overview of the participating fire districts shall be developed outlining:   1.       Responsibilities and line of authority 2.       Attributes of successful organizations 3.       History, formation, and general description of the organization today 4.       Chain of command 5.       Organizational structure 6.       Operating budget, funding, fees, taxation, and financial resources 7.       ALS resources and operating authority 8.       Current description of the fire suppression infrastructure 9.       Current description of fire prevention and code enforcement division 10.   Current description of public information officer and public education division 11.   Current description of training division 12.   Projected community development – demographics, growth patterns and trends 13.   Current computer software and future software needs   Objective 2:          Staffing   Review the staffing levels of the agencies. Areas to be considered include:   1.       Administration and support staff 2.       Suppression, ALS, special operations, fire prevention, public information, public education and  training operations 3.       Utilization of career personnel 4.       Responsibilities and activity levels of personnel 5.       All existing employee positions should be utilized in future recommendations   Critical staffing areas for fire service organizations will be identified and defined. Administrative and support functions will be reviewed and analyzed and recommendations for improvements will be offered. In addition, existing versus future staffing for no more than five (5) years of suppression and ALS personnel will be provided. Requirements and the effects of merger on existing staffing levels, based on federal, state and local mandates in addition to I.S.O. and fire service standards such as NFPA 1500, 1710, and 1720 will be considered during this process. Department of Labor and OSHA staffing standards (“two in and two out rule”) are a factor in staffing issues as well. Regional staffing issues, analysis and recommendations will be provided.   Objective 3:          Capital Assets and Capital Improvement Programs   Review status of current major capital assets (facilities and apparatus) and analyze future needs for no more than five (5) years relative to the purchase of necessary capital improvements items including:   1.       Facilities – Tour and make recommendations in areas critical of current station location and future station considerations. Items to be contained in the report include: ·         Location                                         ●    Land use criteria ·         Age, condition, serviceability            ●    Jurisdiction boundaries ·         Apparatus and equipment needs       ●    Future service demands ·         Staffing needs                                 ●    Changing demographics ·         Traffic patterns                               ●    Projected growth and trends ·         Street grid networks ·         Number of bays and types of square footage for existing facilities   2.       Apparatus / Vehicles – Review and make recommendations regarding inventory of apparatus and equipment. Items to be reviewed include: ·         Age, condition, and serviceability ·         Distribution and deployment ·         Maintenance ·         Regulations compliance ·         Future needs   3.       Support equipment 4.       Methods of financing capital needs 5.       Requirements and use of impact fees, including applicable state statutes and local ordinances       Objective 4:          Delivery System   Review, analyze and make recommendations in areas specifically involved in or affecting service levels and performance for each agency. Areas to be reviewed shall include, but not necessarily be limited to:   1.       Alarm systems and communications 2.       Dispatch capabilities and methods 3.       Current response time performance levels and capabilities, analyzed through Geographical Information Systems software as appropriate 4.       Current workload analysis 5.       Facility deployment strategies, analyzed through Geographical Information Systems software as appropriate 6.       Resource deployment strategies, analyzed through Geographical Information Systems software as appropriate 7.       Fire and ALS integration, including Certificate of Public Convenience and Necessity, Medical Director issues, and ALS non-transport. 8.       Suppression, rescue, ALS, hazmat, fire prevention, public information, public education, training, wildland, structural, special operations, USAR and all other specialized programs scope of delivery 9.       Fire prevention, public information officer, and training division 10.   Incident control and management 11.   Standard response practices 12.   Mutual aid, automatic aid ·         Plans and agreements ·         Frequency and type of use ·         Methods of communication ·         Inter-department training   The key components that comprise an effective emergency service delivery system will be identified in detail in the final report. In addition to the items listed above, system design will be presented and discussed along with emergency response modeling. Delivery system issues will be identified, analyzed in detail and specific recommendations will be offered. Theoretical response times will be shown and compared to actual response times to assist in the evaluation of the system’s current efficiency and will help in planning for system improvements. 7 Station location will dictate to a large degree response times to emergencies. Cooperative efforts in conjunction with other agencies can afford economic efficiency opportunities through station placement with mid and long-range planning involving those outside agencies. This presumes that the participating agencies are in agreement to entertain cooperative concepts and options. Research will be based on call volume, response times and types of emergencies and projected growth or decline of the community. The subject of response times relates closely to fire station locations, both current and future, as well as deployment and delivery systems issues. Achievement of this portion of this objective will allow for specific recommendations for improvements in overall facilities planning, deployment, and response times.   Special Note: Map Analysis Technology         The consultant may use geographic information systems technology to assist in the analysis of current response performance and to model the results of deployment options. It is understood that applicable software may be used to analyze response area coverage, incident density, response time     performance and other important factors. When client incident information is retrievable as a database file, that information can be merged with map information to produce highly valuable images of workload and performance.   Phase III: Future Opportunities for Cooperative Efforts   The consultant will use the completed evaluation of each fire district to identify opportunities and feasibility for merger efforts. We will identify areas of duplication that can be reduced through merger efforts, as well as potential service improvements that can be accomplished. Experience has shown that this frequently becomes the overriding influence for public fire service merger efforts.   Items in this section of the final report will include but will not be limited to the areas listed below and will be discussed in depth. The detailed information provided will give the department heads and elected officials the information necessary to make the important decisions regarding emergency services merger. Included are:   Objective 1:          General Partnering Strategies   The partnering strategies will include analysis of all comprehensive and specialized Interlocal agreements for service delivery and achievement of efficiencies and economies of scale. The various partnering strategies will be described, beginning with a do-nothing approach and ending with complete merger of the fire districts into a new emergency service provider.   Objective 2:          Critical Issues   The study will take into account the many shared critical issues that face each fire district and how they affect the effort to construct a combined district model for efficient service. These issues will be identified, analyzed and specific recommendations will be offered, specifically including political ramifications, public referendums, public awareness and merging of taxing rates.   Objective 3:          Options for Shared Fire Protection Services   The report will offer a number of organizational options combining the three fire districts.  The options will provide policy makers with a tool to compare the operational and financial outcomes of each option with the known conditions of the present.   Objective 4:          Fiscal Analysis   The consultant may use computer driven model budgets for each fire district to allow a comparative examination of the actual public costs for each fire district and is a tool for analyzing the financial effects of any type of merger. Budget modeling may also be utilized to measure the effects of the proposed change(s). Funding mechanisms will be identified and comprehensive financial outcomes will be provided for each merger strategy offered.  It is understood that budgeting for independent special districts in the State of Florida differs in general than budgeting for cities and counties.   Review and analyze department budgets and revenues to project future financial needs: 1.       Review separate budgets 2.       Develop projected merger budgets 3.       Identify financial issues of consideration 4.       Identify areas of short and long-term savings and costs   Fiscal analysis and planning are important components of the emergency services evaluation. Long-term survival of an emergency services system requires that the system be adequately funded. The consultant will determine the fiscal state of each district, determine future revenue forecasts, and develop recommendations for improving the financial resources available for fire and EMS services. All recommendations will be consistent with the districts’ current and future financial ability and capability to provide adequate, cost effective services to its citizenry. Also, budgeting practices will be thoroughly examined, and alternate methodologies may be suggested provided existing budgeting laws, ordinances and resolutions would permit.   Objective 5:         Financial Outcomes of Merger Options   The predicted costs and/or savings of each merger option will be presented in detail for each district.   Phase IV: Findings and Recommendations for Action   Any cooperative venture among the agencies presents the organizational leaders with a series of challenges. Successful implementation of this proposal will require that significant matters be addressed regardless of which form of merger is chosen. Those issues will be identified here.   Objective 1:         Findings   Activity:   Feasibility of each option will be presented.   Objective 2:         Preferred Options   Activity:   The preferred option or options will be presented and discussed at length.   Objective 3:         Policy Action   Activity:   Necessary policy action by the elected bodies will be described.   Objective 4:         Timelines   Activity:   The recommendations outlined in this section provide general completion timelines offered to guide the agencies in developing a more detailed listing during the formal planning process.   Objective 5:         Process Issues   Activity:   Strategic planning, legal considerations, management and governance, funding and other issues will be provided in detail.   Development and Review of Report Draft   The consultant will develop and produce a draft version of the written report for review by the agencies to discuss recommendations and revisions. Client feedback is a critical part of the project. An adequate opportunity will be provided for review and discussion of the draft feasibility report prior to Phase V by meeting with the staff of all agencies a minimum of 2 times. The consultant will meet the elected bodies in joint special meetings as necessary. The consultant will meet once with all boards in a combined Board meeting and at least one public workshop in each district where public testimony can be invited.   Phase V: Presentation of Final Project Report   The consultant will complete any necessary revisions of the draft and produce forty (40) quality bound final versions of the written cooperative services feasibility report and provide it in disc format also. Formal presentations of the project report will be made by the consultant project manager at a joint special meeting of the fire districts. The final report will include the following:   1.       An Executive Summary describing the nature of the report, the methods of analysis, findings, and critical recommendations 2.       Supportive audio-visual presentation 3.       Review and explanation of primary supportive charts, graphs, diagrams, and maps, where appropriate 4.       Opportunity for questions and answers, as needed     Proposal Requirements   A.     Format   All proposals submitted shall include a statement by the officer of the firm signing the proposal indicating that the response is valid for 180 days and that the officer is legally able to contractually bind the firm. B .  Information Meeting All proposers are required to attend a mandatory pre-meeting to be held April 29, 2008 at 9:00 AM at Bonita Springs Fire Control and Rescue District – Station 4 located at 27701 Bonita Grande Drive, Bonita Springs, FL 34135             C.   Firm Qualifications: 1.                  The name and address of the proposer must be provided, including any fictitious name used pursuant to Florida law. 2.                  If the proposer is a business entity, evidence of good standing to conduct business in the State of Florida in the form of a current certificate from the Florida Department of State and the name of a responsible officer, partner or member of the entity must be provided. 3.                  The main business address of the proposer and the address of any branch or affiliated office of proposer that is the closest to District Headquarters in Collier and Lee County. 4.                  A list of up to five (5) representative governmental clients and a list of five (5) representative private sector references in Florida whom the District may contact for a reference. 5.         An overview of the proposer including, if applicable, the number of business offices, partners, members, shareholders and professionals employed by the proposer. 6.         It is assumed that this study will require an interdisciplinary approach requiring several professional disciplines including but not limited to economics, government, engineering and law. The consultant proposing to perform this study shall also provide background information contained within this section b. for a sub-consultant included in the proposal. 7.         The number and type (city, county, district) of governmental clients served and the number and type of private sector clients served. 8.         A description of any disciplinary actions or lawsuits that have been instituted or proposed against the proposer during the last three (3) years, and any pending disciplinary matters or lawsuits of which the proposer is aware (these disclosure requirements pertain to all officers, directors, shareholders, partners, members and other licensed professionals employed by the proposer). 9          A credit report prepared within 60 days of submission of this proposal                            demonstrating the financial validity of the proposer.  Such report may be provided by a reputable, independent credit reporting agency. 10.                    Evidence of General Commercial Liability insurance coverage of not less than three million dollars ($3,000,000.00); Automobile liability coverage of not less than one million dollars ($1,000,000.00); Professional liability coverage of not less than one million dollars ($1,000,000.00); and Worker’s Compensation Insurance coverage of not less than the Florida minimum statutory requirements. 11.                      Description of the proposer’s current and projected workloads and the management structure or organization proposed for the provision of the architectural services necessary to meet the District’s needs.  12.                      Indicate the business office of the proposer that will staff the upcoming engagement with the District. 13.                    Provide brief resumes of the individuals that will be involved with the   upcoming engagement, including but not limited to:                                                                                          i.      formal and any supplemental education;                                                                                        ii.      a list of governmental/private clients served by each staff member. 14.                    Statement of willingness to work within the District’s time requirements as well as its budget requirements.   D. Submittal Requirements Nine copies of each firm’s response shall be submitted to Iris Roman, Administrative Director of Bonita Springs Fire Control Rescue District no later than 4:00 PM on May 30, 2008.  ATTENTION:  SEALED PROPOSAL Bonita Springs Fire District 27701 Bonita Grande Drive     Bonita Springs, Fl 34135   Telephone – 239.949-6226 In order to be considered for selection, all sealed proposals must be received on or before the date and time specified.  Firms mailing responses should allow for normal mail delivery time to ensure timely receipt.  Proposals received after the stated time shall not be considered.  No fax or electronic transmittals will be accepted.   Firms selected for the ‘short list’ will be required to submit twelve additional copies of the proposal.    E. Proposal Evaluations Proposals shall be evaluated according to the following factors: ·        Firm’s proven ability with similar projects. ·        Expertise of key personnel assigned to the project. ·        Firm’s proven ability to provide innovative, cost-effective solutions. ·        Firm’s track record in meeting timeline requirements.   F.  Disposition of Proposals All materials submitted in response to this Request for Proposal will become the property of Bonita Springs, Estero and San Carlos Park.  One (1) copy of each proposal shall be retained by each District for official files and will become a public record after the award and open to public inspection.  It is understood that the proposal will become part of the official file on this matter without obligation on the part of Bonita Springs, Estero and San Carlos Park.               G.  Miscellaneous Bonita Springs, Estero and San Carlos Park reserve the right to reject any and all proposals in their discretion.  Bonita Springs, Estero and San Carlos Park also reserve the right to waive irregularities and technicalities and to re-advertise for additional proposals.  All costs and expenses related to preparation and submission of a proposal are the responsibility of the proposal.  The successful bidder will not begin any work reflected in this proposal until after October 1, 2008.  All firms are hereby placed on notice that the Board of Fire Commissioners, the Fire Chiefs, nor any employees from Bonita Springs Fire Control and Rescue District, Estero Fire Protection & Rescue Service District, or San Carlos Fire Protection and Rescue Service District wish to be lobbied either individually or collectively about this project.  Firms and their agents are hereby placed on notice that they are not to contact members of the Board of Fire Commissioners or staff members for such purpose as holding meetings of introduction, dinners, etc to influence the outcome of the selection process, if they intend to, or have submitted a proposal or Letter of Interest for this project.  Bonita Springs, Estero and San Carlos Park does not discriminate on the basis of age, race, color, sex, religion, national origin, disability or marital status.