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November 18, 2002 Page 480
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<br />throughout the term of this Agreement under the overall direction of the County.
<br />Managing and operating the System is understood to include, but shall not be limited
<br />to: Franchisee's operation of the System 24 hours per day, 7 days a week, employing
<br />all necessary qualified staff, properly trained and certified EMTs and drivers;
<br />providing office and parking facilities, maintaining, scheduling and dispatching
<br />vehicles, all as more fully set forth herein. Franchisee's duties also include
<br />providing all types of insurance required, maintaining financial and operating
<br />records, coordinating, scheduling and providing high-quality and efficient System
<br />services and Franchisee's compliance with all local, state or federal laws, rules,
<br />ordinances and regulations pertaining to the operation of the System.
<br /> B. Coordinated Efforts. The County shall provide overall direction and
<br />administration of the System. Franchisee and the County will work closely and
<br />cooperatively to design and implement the System's policies, services, and rate
<br />structures so as to minimize costs, improve service quality, maximize efficiency, and
<br />to meet the System's goals of expanding transportation options within the County. The
<br />Franchisee will be involved in and shall assist the County in overall System planning
<br />efforts. These effort.s shall include assisting the County with all audits and
<br />operational planning requirements pertaining to the System, developing and promoting
<br />new services; exploring alternative funding and contracting methods; budgeting and
<br />capital areas; and public outreach efforts.
<br /> C. Reports. The Franchisee will prepare all reports required by any appropriate
<br />party, including without limitation, the County and the North Carolina Department of
<br />Transportation ("NCDOT"). 'Such reports will include Franchisee's obligation for data
<br />collection deemed necessary by the County for the planning and operation of the
<br />System. Franchisee shall prepare and submit comprehensive monthly reports for
<br />presentation to the County. These reports will include:
<br /> (a) A management summary highlighting recent achievements, upcoming training
<br />schedules and significant issues affecting the System;
<br /> .(b) Information regarding accidents, incidents, complaints and commendations;
<br /> (c) Total number of transports and locations for transport;
<br /> (d) Total number of "No Shows" and "Late Cancellations" for the month; and
<br /> (e) Any other information as reasonably deemed appropriate by.the County.
<br /> '~ D. Operations. The Franchisee's local Program Manager will participate in the
<br />County's Emergency Management operations drills. Franchisee will be a standby
<br />resource for the County Emergency Management System. Franchisee will also coordinate
<br />with local City and County law enforcement and other officials in emergency and/or
<br />System planning and development efforts.
<br /> E. Personnel. The Franchisee shall recruit, hire, supervise and manage
<br />qualified and properly certified personnel; including, but not limited to certified
<br />EMTs, drivers and dispatchers, supervisors, and a Program Manager to manage the System
<br />within the County. The Franchisee shall provide all employee salaries and benefits.
<br />All such employees shall be deemed employed solely and exclusively by Franchisee.
<br /> F. Lease of Vehicles; Markinqs on Vehicles. The Franchisee will lease from the
<br />County vehicles for the sum of $1.00 per vehicle per year, which shall include a
<br />minimum of one Basic Life Support Ambulance stocked with all associated supplies and
<br />equipment (collectively, the ~Vehicles"). Franchisee warrants that the Vehicles will
<br />be used solely and exclusively for the System services, and not for charter work or
<br />other uses,' unless specifically approved in advance, in writing by the County
<br />Manager's office. Any markings on the Vehicles shall indicate that such Vehicles are
<br />operated by Franchisee. Any other markings shall be in strict compliance with all
<br />applicable laws, regulations or ordinances, including any applicable County ordinance.
<br />All Vehicle markings shall be made promptly, at Franchisee's expense.
<br /> G. Repair and Maintenance of Vehicles. The Franchisee shall be responsible for
<br />all mechanical and service inspections and repairs of all Vehicles in accordance with
<br />all applicable laws, rules, ordinances or regulations, including without limitation,
<br />NCDOT vehicle maintenance requirements and any North Carolina Office of Emergency
<br />Services ("OEMS") requirements. The Franchisee shall schedule regular Vehicle
<br />Preventative maintenance and repairs with all non-warranty costs to be paid for by the
<br />Franchisee. The County and Franchisee shall perform a joint transition fleet
<br />inspection prior to Franchisee's assumption of any Vehicle leases, resulting in the
<br />practice that the County shall either:
<br /> (a) provide the Vehicle in an initial condition such that it meets or exceeds
<br />the NC Safety Inspection requirements; or
<br /> (b) negotiate with the Franchisee to repair the deficiencies identified during
<br />the inspection at the County's expense.
<br /> (c) A similar joint inspection shall be performed thirty days prior to the end
<br />of this Agreement. The Franchisee shall be given the opportunity to repair any
<br />deficiencies identified on the Vehicles at that time. The County reserves the right
<br />to withhold some or all of the Franchisee's final payment until such time as the
<br />Vehicles are determined to be in acceptable condition per the criteria set forth in
<br />this Agreement or until a suitable amount is negotiated to cover any needed repairs.
<br /> (d) The County and Franchisee will mutually agree on the need for any future
<br />Vehicles.
<br /> (e) The County shall provide a two-way radio system including mobile radios for
<br />each Vehicle, a base station, and hand-held radios. The County will transfer all
<br />existing System equipment currently in the Vehicles to the Franchisee including on-
<br />board emergency equipment, Vehicle maintenance records, and other operational
<br />equipment and records as may be available, as part of the leased Vehicle. Franchisee
<br />shall be responsible for all maintenance of such equipment.
<br /> (f) It is understood and agreed that all Vehicles are the ~roperty of the
<br />County and may, in extenuating circumstances, be used by multiple departments with
<br />prior approval of the appropriate County officials. Such County use is covered under
<br />the County and departmental insurance and no liability will result to the Franchisee
<br />unless related to improper maintenance.
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