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.~-io~ <br />~ ire 3 <br />AGREEMENT <br />This Agreement, entered into as of the 29th day of April, 2011, between UNC Health Care <br />System, with offices at 101 Manning Drive, Chapel Hill, NC (herein called "UNC HCS"), and <br />Orange County, by and through its Emergency Services Department, ("OCEM"), with offices <br />located at 510 Meadowland Drive, Hillsborough, NC 27278 (herein called "County") (all <br />collectively referred to as "PARTIES"), confirms the understanding of both parties pertaining to <br />the contractual relationship set forth herein. <br />I. UNC HCS' RESPONSIBILITIES. UNC HCS shall provide the following to County <br />during the term of this Agreement: <br />Pay the County's annual subscription to LifeNet, at the rate of $4330.00/year for <br />three years, beginning January 1, 2011. <br />2. Pay the expense for the County's annual data plan to enable OCEMS' existing <br />LifePak monitors to communicate with the LifeNet system at a cost of <br />@210.00/month for a three year period beginning January 1, 2011. <br />3. Provide Multi-tech modems to County at a cost of five hundred dollars ($500) each for <br />fourteen (14) LifePaks for a total expense of seven thousand dollars ($7,000). These <br />modems will be considered the property of UNC HCS during the term of the <br />Agreement and will be labeled accordingly. Upon termination of this Agreement, the <br />modems will become the property of the County. The modems will be provided "AS <br />IS" with no warranty is expressed or implied. <br />4. UNC agrees to repair the velocitor modem at their own expense during the term of this <br />Agreement. <br />II. COUNTYS' RESPONSIBILITIES. <br />County agrees to send pre-hospital EKG's of STEMI's to UNC HCS upon <br />implementation of the LifeNet System. Upon the establishment of the MUSE <br />interface, OCEMS agrees to send all pre-hospital EKG's to UNC HCS using the <br />interface. <br />2. OCEMS will replace the modems if damaged, lost, destroyed or stolen at OCEMS' <br />expense. <br />If the County desires to have a separate License Agreement with Physio Control, they <br />will obtain the right to use the LifeNet system at their own expense. <br />III. CLIENT/AGENCY RELATIONSHIP. This Agreement is an agreement between two <br />separate, independent entities, and is not under any circumstances whatsoever to be <br />deemed, nor is it the intent of the parties hereto, to be construed as a joint venture or <br />partnership. <br />