HomeMy WebLinkAbout2024-093-E-Emergency Svc-Orange Rural Fire Department-Emergency Services – MOU for Waterstone 350 College ParkMEMORANDUM OF UNDERSTANDING (“MOU”)
between
Orange County
and
Orange Rural Fire Department
I. PURPOSE AND SCOPE
The purpose of this MOU is to clearly identify the roles and responsibilities of each party as
they relate to the development, administration of the use of that property located at 350
College Park Road, Hillsborough, NC, (sometimes referred to as the “Waterstone property”)
to be used by Orange County and Orange Rural Fire Department (or “ORFD”) until a
tenancy in common agreement can be developed and established.
In particular, this MOU is intended to:
1.) Temporarily define and delineate roles and responsibilities of each party use of the
facility located at 350 College Park Road, Hillsborough, NC until a tenancy in
common agreement is established.
2.) Temporarily outline communication, financial, and other expectations of the parties
until a tenancy in common agreement is established.
II. PARTIES
The parties to this Memorandum of Understanding are: Orange County (“the County”) and
Orange Rural Fire Department (“ORFD”).
III. BACKGROUND
ORFD owns a tract of approximately 2 acres located within the Waterstone development.
ORFD acquired this property in a deed of gift from the Town of Hillsborough on June 29,
2021. The deed is recorded in Book 6738, Page 676, Orange County NC Registry and has an
address of 350 College Park Drive, Hillsborough, NC. This is known as “the Waterstone
property.”
At the October 19, 2021, Orange County Board of County Commissioners meeting, the Board
agreed to approve a Development Agreement between ORFD and Orange County regarding
the Waterstone property.
Under the terms of the Development Agreement, including, but not limited to those provisions
of Article III, K of the Development Agreement, “upon completion of the construction the
building and parking areas shall be converted to condominium ownership.” (Emphasis added.)
The project is complete, and, on consideration, the parties have mutually determined that they
would prefer a tenancy in common form of ownership to a condominium.
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
Further, under the terms of the Development Agreement, ORFD and Orange County would
jointly cause the construction of a building on the site. The amounts of contribution from
each depended upon the type of activity involved. Design Fees and site preparation were to
be shared on a 50/50 basis, while when it comes to actual building construction, ORFD was
to pay 58% and Orange County 42%. These percentages are based upon the percentage of
square footage each would occupy.
IV. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE
PARTIES THAT:
1.) Action Items:
a. Amend Development Agreement to contemplate tenancy in common
in lieu of condominium;
b. Adopt a Tenancy in Common Agreement consistent with this MOU;
c. Convey land from ORFD to County and ORFD in 58%/42% shares.
2.) County shall have unlimited access to that portion of the building shown on
those sections marked on Exhibit 1 denoted as “Orange County EMS.”
3.) ORFD shall have unlimited access to that portion of the building shown on
those sections marked on Exhibit 1 denoted as “ORFD.”
4.) Both County and ORFD shall have unlimited joint access to that portion
known as the “bay area” along with the weight room area and grilling area
marked on Exhibit 1.
5.) The parties acknowledge that the “bay area” is divided in half by a concrete
pour line, which splits the bay area in half. Notwithstanding the provisions of
the preceding paragraph each party shall have the right of first refusal to use
that half of the bay closest to its respective building access, that half being
determined by the pour line.
6.) Both County and ORFD shall be responsible for any utilities associated with
its respective areas.
7.) The cost for utilities for the area designed as the “bay area” shall be billed as
metered.
8.) Maintenance of the exterior of the building, including any landscaping,
remedial work, repairs, warranty work, or any work whatsoever, shall be the
responsibility of ORFD who shall have sole control and discretion and in the
work to be performed and costs of the same Each party shall be responsible
for ½ of the costs associated with the same. Upon submission of an invoice
showing the total spent by ORFD for any amounts incurred under this section,
County, shall submit to ORFD, a check for reimbursement for the same
within 30 days after presentation.
9.) Maintenance of the bay area of the building, shall be the responsibility of
each party with regard to each party's half of the bay area. To the extent that
maintenance is required or appropriate for the entire bay area (for example,
resealing the entire floor), ORFD shall perform this maintenance and each party
shall be responsible for ½ of the costs associated with the same. Upon
submission of an invoice showing the total spent by ORFD or any amounts
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
incurred for maintenance of the entire bay area under this section, County,
shall submit to ORFD, a check for reimbursement for the same within 30 days
after presentation.
10.) The parties shall be responsible for any work to be performed and any
costs associated with the same, in its respective areas in those sections
described in Paragraphs 1 and 2.
11.) With regard to casualty insurance, and material damage or destruction of
the building:
a. Both parties are insured owners pursuant to a single policy, and agree
to maintain casualty insurance for the replacement cost of the structure
and liability insurance for $1M/$2M.
b. Cost of insurance born by owners based on their respective ownership
share, with each party to pay the insurer directly.
c. In the event of damage or loss
i. the party whose side of the building is damaged is responsible
for the uninsured costs (deductible, and any overage); and
ii. each party is responsible for restoration
d. In the event of a catastrophic or total loss, the parties to mutually agree
to either: (i) rebuild, sharing the uninsured costs based on ownership
shares, or (ii) distribute the insurance proceed and sell the land based
on respective ownership interests.
12.) The terms of this MOU shall begin on the date of execution, and expire
upon establishment of the tenancy in common agreement relative to this
project.
13.) Neither ORFD nor 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, 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 ORFD or the County of the consequences
of its own negligence to the extent provided by law.
14.) Employees of both the County and ORFD acknowledge that they shall not
be agents employees of the other entity when responding to an incident
pursuant to this Memorandum of Understanding.
15.) ORFD and the County shall be responsible for payment of workers’
compensation benefits only to their own respective employees.
16.) 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-discriminations laws, policies, rules.
17.) Modification of this MOU must be in writing and approved by both
parties.
18.) This MOU and any exhibits and amendments attached hereto and any
documents incorporated specifically by reference represent the entire
agreement between the parties and supersede all prior oral and written
statements or agreements.
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
Parties indicate agreement with this MOU by their signatures:
ORANGE COUNTY EMS ORANGE RURAL FIRE
DEPARTMENT
By: __________________________ By: __________________________
Name: _______________________ Name: _______________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
ND:4868-0792-0767, v. 3
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
Chief
2/5/2024
Jeff Cabe, ChiefKirby Saunders
W. Kirby Saunders, Emergency Services Director
2/5/2024
Parties indicate agreement with this MOU by their signatures:
ORANGE COUNTY OFFICE OF THE ORANGE RURAL FIRE DEPARTMENT
COUNTY ATTORNEY WARD & SMITH, P.A.
By: _______________________________ By: ___________________________
Name: ____________________________ Name: ________________________
Title: _____________________________ Title: __________________________
Date: _____________________________ Date: __________________________
ORANGE COUNTY, COUNTY MANAGER
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
ND:4868-0792-0767, v. 3
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
Samuel B Franck
2/6/2024
Attorney to Orange Rural Fire Department
Joseph Herrin
2/6/2024
Office of Orange County Attorney
Bonnie Hammersley
County Manager
2/13/2024
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
Revised 01/24
1
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Orange Rural Fire Department Vendor Contact Person: Chief Jeff Cabe (jeff.cabe@orfd.net)
Phone: 919.732.7911 Address: PO Box 1511 City Hillsborough State: NC Zip: 27278 Department: Emergency
Services/AMS Amount: 0.00 Purpose: Emergency Services – MOU for Waterstone 350 College Park Budget
Code(s): N/A Vendor # 50210
Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 02/12/2024 End Date Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: 12/4/2024); Made or Administered by AMS
Signature Authority
- BOCC Express Delegation (Agenda Date: 12/4/2024)
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed. Description of the nature of the emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
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
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:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: 2BF7F51E-7AD2-4804-B161-7D1A89DDFFA1
2/6/2024
2/6/2024
2/12/2024
2/13/2024