HomeMy WebLinkAbout2022-440-E-Emergency Svc-Town of Carrboro-use agreement CFRD 1 and 2{00042638.DOC 3}
TOWN OF CARRBORO FIRE-RESCUE DEPARTMENT
USE AGREEMENT FOR EMERGENCY MEDICAL SERVICES SUBSTATION
This Use Agreement for Emergency Medical Services (EMS) Substation (this “Agreement”),
made and entered into the 25th day of July, 2022 (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 Town of Carrboro, a
political subdivision of the State of North Carolina located at 301 W. Main St., Carrboro,
NC 27510 (“Town”)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 148,476, lending to a total system call
volume, emergency and non-emergency, of 23,828; and
WHEREAS, the County desires to locate an Emergency Services substation at the Town’s
Fire Rescue Station, CFRD Station #1 at 301 W. Main St., Carrboro, NC 27510 and CFRD
Station #2 at 1411 Homestead Rd., Chapel Hill, NC 27516, to better serve the residents in
southern Orange County; and
NOW, THEREFORE, in consideration of the above and the mutual covenants and
conditions hereafter set forth, the Parties agree as follows:
1. Term of the Agreement. The term of this Agreement shall begin on the Effective
Date and expiring on June 30, 2023, 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 Town shall provide space within or adjacent to CFRD Station #1 and
Station #2 to be used as an Emergency Medical Service Substation
(“Substation”). The Town shall provide at each location:
i. Storage space for emergency medical services supplies.
ii. Space within the bay area for one (1) ambulance.
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iii. Shared working quarters for up to three (3) OCES ambulance crew
personnel who will staff the ambulance.
iv. Access to parking for the ambulance crews personal vehicles.
v. Access to electrical power for ambulance shorelines.
vi. Access to the Fire Station by OCES ambulance crews.
vii. Use of the landline telephone.
b. The County shall provide the following for each Substation:
i. One ambulance and a crew to staff the ambulance (up to three
members) to provide pre-hospital, emergency medical services to the
surrounding community.
ii. Building up-fits for ambulance shorelines at Station #1 and any up-
fits to the buildings will be performed by a licensed electrical
contractor and all expenses paid by the County.
iii. Communications equipment as needed. Any modifications to the
station shall be approved by the Town of Carrboro and will be
permanent and 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 (as needed), storage cabinet,
and a lock box for narcotics or other paramedic legitimate drugs.
vi. Payment. The County shall pay to the Town $500.00 per month for
use of Station #1, and $750.00 per month for use of Station #2, not
to exceed $15,000 per year for use of both stations. Payment is
inclusive of all utilities and normal and typical maintenance.
3. Repairs. The Town shall provide for their normal and typical maintenance to the
premises (i.e., lighting, filters, other). Any damages caused by the Town shall be
repaired and paid by the Town 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
Town personnel, the CFRD Chief and Emergency Services Director will
meet to reach an equitable decision.
4. Improvements. No substantial alteration, addition or improvement to the premises
shall be made by the County without the written consent of the Town.
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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 crew will maintain a clean and sanitary work
and meal area environment. County agrees that Emergency Services personnel shall
comply with all applicable Town policies and facility rules while on Town property.
Emergency Service personnel shall comply with any County facility use policy when
it is stricter than the Town rules.
7. Condition of Premises. The County shall, during the term of this Agreement and
any renewal or extension hereof, 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 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 Town 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 Town 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, Town may
enter the premises by such means as may be appropriate, including forcible entry,
without rendering Town or such agents liable therefore (if during such entry the
Town 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 Town 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 either
Town 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. Town 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.
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12. Relationship of the Parties. The County is an independent contractor of Town. 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 Town. 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 Town. All notices required and/or
made pursuant to this Agreement to be given to the County and shall be in writing
and mailed to the party addressed as follows:
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County:
Director
Emergency Services Department
Orange County
Post Office Box 8181
510 Meadowlands Drive
Hillsborough, NC 27278
Town:
Fire Chief
Carrboro Fire-Rescue Department
301 W. Main Street
Carrboro, North Carolina 27510
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 Town 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 Town.
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
Provider are and shall remain in compliance with Article 2 of Chapter 64 of the
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North Carolina General Statutes. By executing this Agreement the Town certifies
that Town 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 Town certifies that it 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 Town of Carrboro 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 Town of Carrboro
_____________________________ _____________________
Richard White III, Town Manager Date
For and on behalf of Orange County Government
__________________________________ ______________________
Bonnie Hammersley, County Manager Date
Approved as to technical content
______________________________ ________________________
Kirby Saunders, Director Date
Emergency Services
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Revised 06/21
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Town of Carrboro Party/Vendor Contact Person: David Schmidt Contact Phone: 919-918-
7349 Party/Vendor Address: 301 W. Main Street City Carrboro State: NC Zip: 27510 Department: Emergency
Services Amount: $15,000 Purpose: Use Agreement CFRD St#1 & #2 Budget Code(s): 10757520-630000
Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one)
New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date:
--- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No
This agreement is approved as to technical form and content and I as Department Director affirmatively state wo rk
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmatio n. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifica tions:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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