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HomeMy WebLinkAbout2010-151 ES - Orange County Speedway Management STATE OF NORTH CAROLINA ORANGE COUNTY This Contract dated this _day of April 2010, between Orange County Speedway Management, LLC, (the "Speedway") and the County of Orange (the "County") for joint and cooperative arrangements for the provision of emergency medical services at certain Speedway events. WITNESSETH WHEREAS, the County and the Speedway propose to work jointly on matters of concern or interest; and WHEREAS, certain events at the Speedway bring spectators to Orange County to enjoy the events; and WHEREAS,the provision of adequate emergency medical care at such events is a matter of mutual concern and interest to the Speedway and the County; and WHEREAS, detailed joint and cooperative arrangements with respect to such events will mutually benefit the Speedway and the County; and WHEREAS, the County and the Speedway desire to provide such cooperative emergency medical care; NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions set forth below, the County and the Speedway agree as follows: 1. Scope of Services. a. The County agrees to provide emergency care providers (either directly or through subcontractors) certified at the Emergency Medical Technician ("EMT") and/or Paramedic level for the scheduled spectator events at the Speedway as outlined in the 2010 Orange County Speedway Schedule (Attachment A) (collectively referred to as the "events" or individually the "event"). b. The County agrees to provide two (2) ambulances: the ambulance in the infield shall be staffed with one paramedic and one EMT; and the ambulance for the grandstand shall be staffed with two EMT's. Additional coverage will be negotiated at the time of need, based upon anticipated attendance or anticipated risk. 2. Patient Records. The County agrees to keep records of patients seen at the Speedway while covering Speedway events under this Agreement; however, in no event will the County provide patient identifiable information to the Speedway from such records unless it is either permitted by law or the patient has provided written consent to the disclosure. Data available to the County from the records of patients seen at the Speedway, which is clearly not patient identifying, may be provided to the extent authorized by state and federal law to the Speedway, upon request of the Speedway. 3. Compensation. In accordance with the Orange County EMS / Orange County Speedway 2010 Fee Schedule, which is attached as Exhibit B and incorporated herein by reference, the Speedway shall compensate the County for emergency medical services and equipment as provided in this Agreement. a. Orange County shall be compensated on a per hour basis as provided in Exhibit B for each EMT, paramedic or ambulance plus be compensated for the actual cost of any additional expense incurred by the County for each event covered. b. Personnel providing the emergency medical services shall report to the Speedway at the time agreed upon by the Speedway and the County. Such personnel shall "sign-in" upon arriving at the Speedway and "sign-out" upon leaving the Speedway on a form designated for such purpose. c. The total number of hours worked will include preparation and travel time of one-half(1/2) hour for each individual plus the coverage time per event. The arrival and departure time of the emergency medical services personnel and equipment at the events shall be as provided in Exhibit B unless otherwise agreed to in writing by the parties. d. The County shall provide the Speedway with an invoice for payment after each event. The Speedway shall submit payment to the County at the address specified below no later than 72 hours after receipt of an invoice from the County. All payments shall be made payable to Orange County and mailed to Orange County Revenue Collections, PO Box 8181, Hillsborough,NC 27278. 4. Termination. a. This contract may be terminated at any time by either party by giving 30 days notice to the other party in writing. b. The County may, in its sole discretion, immediately cease providing equipment and emergency care personnel as provided in this Agreement if the Speedway fails to timely compensate the County according to the payment terms contained in Paragraph 3. The Speedway understands that if the County ceases to provide emergency care providers at events for non-payment or untimely payment to the County, then the 2 County Fire Marshal may prohibit the Speedway from conducting events. c. If either party defaults in its obligations including remitting timely payments, and does not cure such default within ten (10) days of receipt of notice of such default, the non-defaulting party may immediately terminate the contract. The right of immediate termination contained in this paragraph is in addition to the County's ability to immediately cease providing personnel, services and equipment to the Speedway for any non- payment or late payments specified in subparagraphs (b) above. d. In the event of termination, the County shall be paid that portion of the fees and expenses that it has earned to the date of termination. 5. Insurance. The Speedway shall purchase and maintain from an insurance company acceptable to the County, insurance with the following limits of liability: a. Comprehensive General Liability Insurance — Comprehensive General Liability Insurance shall be carried in the following amounts: $1,000,000 bodily injury each person, $1,000,000 property damage. The County shall be an additional named insured on the General Liability Insurance Policy secured by the Speedway, and the Speedway shall provide appropriate documentation of this status to the County. b. The minimum insurance rating for any company insuring the Consultant shall be Best's A-. If the Consultant does not meet the insurance requirements, it is suggested that the County's Risk Manager be consulted prior to finalizing this Agreement. c. All insurance policies required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides that the County shall receive not less than thirty (30) days prior written notice of any cancellation,non-renewal or reduction of coverage. d. Indemnity. To the fullest extent permitted by laws and regulations, the Speedway shall defend, indemnify and hold harmless Orange County and its officials, agents, and employees from and against all claims, damages, losses, and expenses, direct and indirect arising out of or resulting from this Agreement, including but not limited to the Speedway's operation of the events and the Speedway's maintenance of the raceway facility, or the actions of the Speedway or its officials, employees, volunteers and contractors. This indemnification shall survive the termination of this Agreement. It is the intent of this provision to require the Speedway to 3 indemnify the County to the fullest extent permitted under North Carolina law. 6. Amendments to the Agreement. This contract may be renewed, modified, or amended upon the mutual written agreement of the parties. 7. Relationship of the Parties. The personnel providing emergency medical services under this contract, who are otherwise employed by the County, will operate as employees of the County at all times during the performance of their duties under this Agreement, not as employees of the Speedway, and will exclusively provide medical assessment and care as delineated by the Orange County Medical Director and Orange County. The Speedway agrees to stop vehicle operations on the track at any time if requested by the Orange County Paramedic in attendance at an event, the Fire Marshall or the Emergency Services Director. The County agrees that this request will be reserved for safety and operational needs directly affecting patient care. 8. Limitation and Assignment. The County and the Speedway each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Speedway shall assign or transfer its interest in this Agreement without the written consent of the other. 9. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 10. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Extent of Agreement. This Agreement represents the entire and integrated agreement between the County and the Speedway and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 12. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 13. Non-Appropriation. The Speedway acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public 4 funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Speedway of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Speedway of such limitation or change in County's legal authority. 14.Notice. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Orange County Speedway Attention: Director Emergency Services Attention: Director of Operations P.O. Box 8181 Post Office Box 107 Hillsborough,NC 27278 Rougemont,NC 27572-8865 IN WITNESS WHEREOF,the parties hereto have duly and validly authorized and executed this contract as of the date first above written. [SIGNATURE PAGE TO FOLLOW] 5 FOR ORANGE COUNTY SPEEDWAY MANAGEMENT,LLC By: berly . Fou ee Date Director of Operations FOR ORANGE COUNTY, CARO LINA By: Va erie P. Fous e, Chai Date Orange County Board of Commissioners ATTEST: ®` a c lerk to the Board [SEAL] 17 52 °rth Cat°�• This instrument has een ap ved as to technical content. Fr ontes de Oca, Department Director AtteM. been approved as to form and legal sufficiency. Staff Attorney 6 Exhibit B March 18,2010 Orange County EMS/Orange County Speedway 2010 Fee Schedule Approved by Commissioners in 2007 1. Fee Schedule Paramedic $50/hr Ambulance/EMT/EMT $90/hr Ambulance/Paramedic/EMT $100/hr 2. Arrival/Departure Time. For 2010, one Paramedic / EMT ambulance will arrive at the speedway about thirty minutes before racing begins to allow time for the crew to get in place in the infield. A second EMT / EMT ambulance will arrive at the time when racing starts. If both ambulances are available, the second ambulance will be allowed to leave the track to begin traveling back to the Emergency Medical Services building about thirty minutes prior to the end of racing. Should an incident occur that requires ambulance transport of a patient during this travel time, the second ambulance will be summoned back to the track to ensure appropriate medical coverage. 8