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HomeMy WebLinkAbout2011-364 ES - UNC - Use Agreement for EMS Station at UNC-CH ORANGE COUNTY-UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL USE AGREEMENT FOR EMERGENCY SERVICES SUBSTATION This Use Agreement for Emergency Services Substation (this "Agreement"), made and entered into the�r day of C)cfybe.I" , 2011 (the "Effective Date"), by and between the County of Orange, a political subdivision of the State of North Carolina, located at 200 South Cameron Street, Hillsborough,North Carolina, 27278, ("County") through its Emergency Services Department ("ES") and the University of North Carolina at Chapel Hill, for its Student Affairs Division ("UNC"), located at University of North Carolina at Chapel Hill, 106 Carr Building; CB# 5000, Chapel Hill, NC 27599-5000, and both collectively referred to as "the Parties." WITNESSETH: WHEREAS, Orange County through its Emergency Services Department currently operates an Advanced Life Support EMS System with four ambulances staffed around the clock and a fifth peak load ambulance staffed from 9 am until 9 pm; and WHEREAS, the geographical service area covered by the Orange County Emergency Services System includes all of Orange County, consisting of 384 square miles of land area, and encompassing all or portions of the municipalities of Chapel Hill, Carrboro, Hillsborough, and Mebane; and WHEREAS, the estimated county population is 126,532, lending to a total system can volume, emergency and non-emergency, of 11,611; and WHEREAS, UNC has over 30,000 students which account for a significant portion of the Orange County Emergency Services call volume;and WHEREAS, many of the medical emergencies transpiring in and around the UNC Campus are alcohol related and put a strain on the services delivery of Orange County Emergency Medical Service ("EMS");and WHEREAS, underage drinking, binge drinking and intoxicated students can lead to increased injuries and potential loss of life to students; and WHEREAS, the Orange County Emergency Services staffs two ambulances in the southern portion of the county and currently both ambulances are stationed at Carrboro; and WHEREAS, the growth of the County and the student population at UNC has lead to a need to enhance services in the southern part of the County to better serve both the UNC Campus and eastern Chapel Hill; and WHEREAS, the County desires to locate an ES substation on the Campus of UNC to better serve the students and residents in the southern portion of Orange County; and {00042638.DOC 81 WHEREAS, UNC desires to have an increased presence of ES on the Campus to create a safer environment for its students; and WHEREAS, the purpose of this Agreement is to establish an EMS Substation on UNC's campus. NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and UNC agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning on the Effective Date and expiring on June 30, 2012, and shall be automatically extended for additional successive one-year terms, unless (a) either Party provides written notice to the other ninety (90) days prior to the end of the term, or (b) UNC provides written notice to the County ninety (90) days prior to at the end of the usable life of the facility as determined by UNC. 2. Scope of Agreement. a. UNC will provide an apartment to be used as an Emergency Service Substation, located at 300 Mason Farm Road on the campus of UNC ("Substation"), at no cost to the County except as expressly provided in this Agreement. i. UNC will provide routine maintenance to the substation. ii. UNC will provide and pay the cost of all utilities for the Substation, including electricity, internet, and basic cable television services. Telephone services are not provided in campus housing facilities. iii. UNC shall provide and pay the permit cost for one (1) designated parking space for the crew's ambulance at the Substation. UNC will ensure that this designated parking space is large enough to accommodate the size of an ambulance. Personal vehicles are subject to The Ordinance Regulating Traffic and Parking on the Campus of The University of North Carolina at Chapel Hill; therefore, the County's ES employees shall contact UNC Parking Services to make arrangements for parking their personal vehicles on UNC's campus or on UNC's satellite park-and-ride lots. iv. UNC will coordinate installation of card access system for the substation. Material and labor costs will be funded by the County. v. UNC will coordinate the installation of an ambulance shore line for the substation. Material and labor costs will be provided and/or funded by the County. Orange County-UNC Emergency Substation Agreement {00042638.DOC 81 Page 2 of 7 vi. The Substation will be located in one unit of a four-unit UNC apartment facility located at 300 Mason Farm Road. UNC anticipates that the other three units in the apartment facility will be used by UNC for student services and administrative functions, but UNC reserves the right to use these other three units for any purpose that does not infringe on the rights granted to the County in this Agreement. b. The County shall provide the following for the Substation: i. One ambulance and a crew to staff the ambulance (up to three members) to provide twenty-four hour services to the campus and surrounding community. ii. Ambulance shore line for the campus substation; iii. Medical Supplies to support and maintain the substation. iv. Equipment for card access system to the substation. v. Payment for all charges related to telephone and cable services at the substation. 3. Repairs. UNC shall provide regular maintenance to the premises. In addition, UNC shall maintain the paved parking area and front entry to the building. The County shall not cause any damage or injury to the premises. The County, at its sole expense, shall keep the interior of the property clean and in good condition (reasonable wear and tear excepted). 4. Improvements. No substantial alteration, addition or improvement to the premises shall be made by the County without the written consent of the UNC. 5. Non-Disturbance. UNC understands County's use of the premises as an Emergency Services Substation and to the extent possible County agrees that they shall be responsible for controlling the noise level emanating from the County's use of the premises in such a way that other occupants of the building of which the premises are a part shall not be disturbed. 6. County's Obligation to Comply with Applicable Laws and Requirements of Insurance Policies. The County shall throughout the term of this Agreement, at its sole expense, promptly comply with all laws and regulations of all federal, state and municipal authorities which may be applicable to the property. The County shall comply with the requirements of all UNC policies of public liability, fire and all other types of insurance at any time in force with respect to the building and other improvements on the property. 7. Third Parties. The Parties agree that nothing in this Agreement is intended to eliminate or reduce the services provided to UNC by third parties. Orange County-UNC Emergency Substation Agreement {00042638.DOC 81 Page 3 of 7 8. University Policies. County agrees to comply with all applicable UNC policies, including,without limitation, UNC's No Smoking Policy. 9. Condition of Premises. The County shall, during the term of this Agreement and any renewal or extension hereof, at its sole expense, cause the property to be kept clean and in a manner satisfactory to UNC and shall surrender the premises in the good order and repair in which such property now is, ordinary wear and excepted, and shall remove all its property therefrom so that UNC can repossess the property no later than Noon on the day upon which this Agreement ends. 10. Right of Entry. UNC or its agent shall with twenty-four (24) hours notice have the right to enter the property at reasonable times in order to examine it, or to make such decorations, repairs, alterations, improvements or additions as UNC deems necessary or desirable; provided that UNC may enter premises on less than twenty- four (24) hours notice for emergency purposes or if invited or permitted by County. If the County or its employees shall not be personally present to permit entry at any time when an entry therein shall be immediately necessary, as herein provided, UNC may enter the premises by such means as may be appropriate, including by use of an access card maintained by UNC or by forcible entry,without rendering UNC or such agents liable therefore (if during such entry the UNC or his agents shall accord reasonable care to the County's property), and without in any manner affecting the obligations and covenants of this Agreement. 11. Exoneration from Liability. Neither UNC nor the County shall be liable to the other for any property damage sustained by the other, personal injury to the other or to its officers, agents and employees, or to any other occupant of any part of the property, irrespective of how such injury or damage may be caused, whether from action of the elements or acts of negligence of the occupants of adjacent properties, or any other persons; provided that nothing contained herein shall relieve the either UNC or the County of the consequences of its own negligence. 12. Amendments. Any amendments or revisions to this Agreement must be approved in writing by the Parties and attached to this Agreement. 13. Insurance. UNC shall maintain fire insurance on the building in which the premises is located. The County shall maintain fire and casualty insurance covering the County's equipment and other property located in the premises. In addition, the County shall keep the premises insured, at its sole cost and expense, against claims for personal injury or property damage to the extent allowed by law. 14. Relationship of the Parties. The County is an independent contractor of UNC. The County represents that they have or will secure, at their own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with UNC. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. Orange County-UNC Emergency Substation Agreement {00042638.DOC 81 Page 4 of 7 15. Compliance with all Laws. The Parties, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. 16. Subcontract. The Parties deem the services provided under this Agreement to be personal in nature and they may not subcontract any rights or duties under this Agreement to any third party without prior written consent. 17. Assignment. The Parties agree not to assign this Agreement, to any other party without the prior written consent of the other Party. 18. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 19. Non-Discrimination. The parties hereto agree for themselves, their agents, officials, employees and servants not to discriminate in any manner on the basis of race, color, gender, national origin, age, disability, religion, creed, sexual orientation, gender identity, gender expression, familial status or veterans status with reference to any activities carried out by this Agreement. 20. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the last known address shall constitute sufficient notice to the County and UNC. All notices required and/or made pursuant to this Agreement to be given to the County and UNC shall be in writing and mailed to the party addressed as follows: County: Emergency Services Orange County Post Office Box 8181 Hillsborough, NC 27278 UNC: Christopher Payne Associate Vice Chancellor for Student Affairs The University of North Carolina at Chapel Hill 108 Carr Building Campus Box 5000 Chapel Hill,NC 27599-5000 21. Entire Agreement. This Agreement, including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings;written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and UNC have read this Agreement and agree to be bound by all of its terms, and further agree that this Orange County-UNC Emergency Substation Agreement 100042638.DOC 81 Page 5 of 7 Agreement constitutes the complete and exclusive statement of the Agreement between the County and UNC. 22. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 23. Governing Law. The laws of the State of North Carolina shall govern all aspects of this Agreement. In the event that it is necessary for either party to initiate legal action regarding this Agreement, venue shall he in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action,proceeding or claim, arising out of this Agreement,which may be brought by either of the parties. [SIGNATURES ON FOLLOWING PAGE] II Orange County-UNC Emergency Substation Agreement 100042638.DOC 81 Page 6 of 7 IN WITNESS WHEREOF, the Orange County and UNC have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of The University ofNorth Carolina at Chapel Hill, for its Student Affairs Division Winston B. Crisp Date Vice hancellor of S de Affairs L,— I &V�Richard L. Mann Date Vice Chancellor for Finance &Administration For and on behalfof ange County Government Frank C. fton, Cou anager Date Approved a,s rtechnical content R. Frank Montes de Oca, Director Date Emergency Services Ap ro ed VD7 and legal sufficiency 42 11 Ann tte M. oore, Staff Attorney Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act Clarence Grier, Financial Services Director Date Orange County-UNC Emergency Substation Agreement 100042638.DOC 81 Page 7 of 7