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HomeMy WebLinkAbout2019-438-E Emergency Svc - Orange Rural Fire Dept colocation agreement DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B ORANGE COUNTY-ORANGE RURAL FIRE DEPARTMENT USE AGREEMENT FOR EMERGENCY MEDICAL SERVICES SUBSTATION This Use Agreement for Emergency Medical Services (EMS) Substation (this "Agreement"), made and entered into the 1st day of July, 2019 (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 the Orange County Emergency Services Department ("OCES") and the Orange Rural Fire Department, a not for profit corporation ("Fire Department"),located at 206 South Churton Street, Hillsborough 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; 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 142,830, lending to a total system call volume, emergency and non-emergency, of 15,321; and WHEREAS, the County desires to locate an Emergency Services substation at the Orange Rural Fire Department's Fire Station #2 located at 835 Phelps Road, Hillsborough, North Carolina to better serve the residents in Northern Orange County; and NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Fire Department agree as follows: 1. Term of the Agreement. The term of this Agreement shall begin on the Effective Date and expiring on March 1, 2020, and shall be automatically extended for three additional successive one-year terms, unless either Party provides written notice to the other ninety (90) days prior to the end of the term. 2. Scope of Agreement. a. The Fire Department shall provide space within the Orange Rural Station #2 to be used as an Emergency Medical Service Substation ("Substation"). The Fire Department shall provide: i. Storage space for emergency medical services supplies. ii. Space within the bay area for one (1) non-transport vehicle. DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B iii. Shared working quarters for up to one (1) OCES EMS Supervisor. iv. Access to parking for the EMS Supervisor personal vehicles. v. Access to electrical power for ambulance shorelines. vi. Access to the Fire Station by OCES EMS Supervisor personnel. vii. Use of the landline telephone. b. The County shall provide the following for the Substation: i. One EMS Supervisor to staff the EMS Supervisor vehicle (up to three members) to provide pre-hospital, emergency medical services to the surrounding community. ii. Building up-fits for state approved EMS vehicles shorelines at the Phelps Road fire station. Up-fits will be performed by a licensed electrical contractor. iii. Communications equipment as needed. Any modifications to the station will be permanent, and will be left in place if this contract expires (i.e., external antenna,paging/notification system). iv. Medical Supplies to support and maintain the substation. v. Logistical Supplies. Small refrigerator, storage Cabinet, and lock box for narcotics or other paramedic legitimate drugs. vi. Payment. $250 per month, not to exceed $3,000 per year. Payment is inclusive of all utilities and normal and typical maintenance. 3. Repairs. The Fire Department shall provide for their normal and typical maintenance to the premises (i.e., lighting, filters, other). Any damages caused by the Fire Department shall be repaired and paid by the Fire Department, and any damages caused by the County shall be repaired and paid by the County. a. If a determination on who caused the damage cannot be readily identified by the station crew, the Fire Department Chief and Emergency Services Director will meet to reach an amicable decision. b. The Fire Department Chief and Emergency Services Director will meet to reach an amicable decision on cost sharing for repairs to major appliances (bay doors, toilets,washer/dryer, etc.). 4. Improvements. No substantial alteration, addition or improvement to the premises shall be made by the County without the written consent of the Fire Department. Orange County-Orange Rural Fire Department Substation Agreement Page 2 of 6 DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B 5. 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 which may be applicable to the property. The County shall comply with the requirements of Fire Department 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. 6. Fire Department Policies. The OCES personnel will maintain a clean and sanitary work and meal area environment. County agrees to that Emergency Services personnel shall comply with all applicable Fire Department policies and facility rules while at the Phelps Road Station. Emergency Service personnel shall comply with any County facility use policy when it is stricter than the Fire Department rules. 7. Condition of Premises. The County shall, during the term of this Agreement and any renewal or extension hereof, shall keep the part of the facility they are allocated clean 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 Fire Department can repossess the property no later than Noon on the day upon which this Agreement ends. 8. Right of Entry. The County use of the premises is not exclusive, the Fire Department or its agent shall have the right to enter any part of the facility the County is allocated at reasonable times in order to examine it, or to make such decorations, repairs, alterations, improvements or additions as Fire Department deems necessary or desirable. 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, Fire Department may enter the premises by such means as may be appropriate, including forcible entry, without rendering Fire Department or such agents liable therefore (if during such entry the Fire Department 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. 9. Hold Harmless from Liability. Neither Fire Department 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 Fire Department or the County of the consequences of its own negligence to the extent provided by law. 10. Amendments. Any amendments or revisions to this Agreement must be approved in writing by the Parties and attached to this Agreement. 11. Insurance. Fire Department 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. Orange County-Orange Rural Fire Department Substation Agreement Page 3 of 6 DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B 12. Relationship of the Parties. The County is an independent contractor of Fire Department. 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 Fire Department. 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. 13. 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. 14. 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. 15. Assignment. The Parties agree not to assign this Agreement, to any other party without the prior written consent of the other Party. 16. 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. 17. Non-Discrimination. The Parties shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws,policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 18. Notice. The Parties hereto agree and understand that written notice, as identified in section #1 of this agreement, mailed or delivered to the last known address, shall constitute sufficient notice to the County and Fire Department. All notices required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: Orange County-Orange Rural Fire Department Substation Agreement Page 4 of 6 DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B County: Director Emergency Services Department Orange County Post Office Box 8181 510 Meadowlands Drive Hillsborough,NC 27278 Fire Department: Fire Chief Orange Rural Fire Department Post Office Box 1511 206 South Churton Street Hillsborough,North Carolina 27278 19. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 20. 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 Fire Department have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Fire Department. 21. 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. 22. 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 lie 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Orange County-Orange Rural Fire Department Substation Agreement Page 5 of 6 DocuSign Envelope ID:93FB2B9B-BEEA-484D-B662-57D5D8AA231B Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement the Fire Department certifies that Fire Department has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Fire Department certifies that Fire Department has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81 23. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Orange County and Orange Rural Fire Department 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 Orange Rural Fire Department UocuSigned by: 694CSD Z C-AL 7/11/2019 8FM97402... Name Date Chief Title For and on behalf of Orange County Government {.UocuSigned by: l 5 lk�MJA, 7/12/2019 0A3E81B128364B4 . DOnme nammersiey, County Manager Date AnnrnvPd A.c to te UocuSigned by: chnical content EV[L yffyit.$ 7/12/2019 5655BC89IA64473- 1J1nah i ettries,1Jlrector Date Emergency Services This instrument has been pre-audited in the manner required by the Local (;n.rPrnmPnt R»,anP* and Fiscal Control Act UocuSigned by: 7/12/2019 - 7D4E51S1ACC1409. Gary llonaldson, CFO Date �~0ocu5igned by, and legal sufficiency 7/12/2019 4035CB8304CA4M Annette M. Moore, Staff Attorney Date Orange County-Orange Rural Fire Department Substation Agreement Page 6 of 6