HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-149TR 11949
October 26, 2010
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2010- I Lt T
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, TO APPROVE AN
AGREEMENT BETWEEN THE AMERICAN HEART
ASSOCIATION AND THE CITY OF TAMARAC ALLOWING
THE CITY OF TAMARAC FIRE RESCUE DEPARTMENT
TO CONTINUE TO BE A COMMUNITY TRAINING
CENTER (TC) AND AUTHORIZING APPROPRIATE CITY
OFFICIALS TO EXECUTE THE AGREEMENT BETWEEN
THE CITY OF TAMARAC AND THE AMERICAN HEART
ASSOCIATION; RENEWING THE PRIOR AGREEMENT
FOR A PERIOD OF TWO (2) YEARS, BEGINNING ON
OCTOBER 30, 2010 THROUGH NOVEMBER 1, 2012 AND
AUTOMATICALLY RENEWING FOR TWENTY-FOUR (24)
MONTH PERIODS THEREAFTER AT THE END OF EACH
TERM; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City Commission of the City of Tamarac desires to reduce
the consequences caused by heart disease; and
WHEREAS, education in heart disease prevention and the techniques in
heart attack care can reduce the effects of heart attacks; and
WHEREAS, the American Heart Association (AHA) is recognized as the
national leader in providing heart disease education and standards of care; and
WHEREAS, Tamarac Fire Rescue has provided AHA Cardiopulmonary
Resuscitation (CPR) courses to the citizens and employees of Tamarac for the
past thirty years; and
WHEREAS, the City of Tamarac Fire Rescue Department became a
Training Center (TC) for the AHA when the initial Agreement between the
TR 11949
October 26, 2010
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American Heart Association and the City of Tamarac Fire Rescue Department
was approved through Resolution No. R-98-369 on December 23, 1998; and
WHEREAS, it is the recommendation of the Fire Chief that the City of
Tamarac continue participating as an AHA Community Training Center (TC); and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
approve and execute the contract between the American Heart Association and
the City of Tamarac Fire Rescue Department, attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution. All Exhibits attached hereto are expressly incorporated herein and
made a part hereof.
SECTION 2: The City Commission of the City of Tamarac hereby
approves the Agreement between the American Heart Association and the City
of Tamarac to be a Community Training Center (attached hereto as Exhibit "A").
SECTION 3: The appropriate City officials are hereby authorized to
execute the American Heart Association Agreement with the City of Tamarac
from October 30, 2010 through November 1, 2012 with automatic renewals of
twenty-four (24) month periods thereafter at the end of each term, if mutually
agreeable (attached hereto as Exhibit "A").
SECTION 4: That all Resolutions or parts of Resolutions in conflict
herewith are hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
TR 11949
October 26, 2010
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invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of—btkin LI, 2010.
MAYOR051
ATTEST:
eLA
PETER M. J. RIC SON, CRM, CMC
CITY CLERK.
RECORD OF COMMISSION VOTE:
MAYOR TALABISCO
DIST 1: V/M BUSHNELL
DIST 2: COMM. GOMEZ
DIST 3: COMM. GLASSER
DIST 4: COMM. DRESSLER
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM.
�1 SAMUEL S. GOREN
U CITY ATTORNEY
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Training Center Agreement
This is an agreement between the American Heart Association, Inc., with offices at 1100
East Campbell Rd, Suite 100, Richardson, TX 75081 (hereinafter the "AHA") and the City of
Tamarac, d/b/a Tamarac Fire Rescue with its principal place of business at 6000 Hiatus
Road, Tamarac, FL_ 33321, hereinafter "Training Center" or "TC").
WHEREAS, the AHA is a nonprofit organization dedicated to fighting heart disease and
stroke and sets guidelines for emergency cardiovascular care ("ECC") and ECC training;
WHEREAS, TC would like to provide, and manage the provision by others of, ECC training
under the guidelines and curriculum of the AHA,
NOW THEREFORE, in consideration of the mutual promises set out herein, the parties
hereby agree as follows:
Definitions:
1.1. AHA Materials: "AHA Materials" shall mean all ECC materials published by
the AHA, including, but not limited to, textbooks, instructor's manuals, exams,
answer keys, toolkits, newsletters, and course completion cards.
1.2. Courses: "Course" or "Courses" shall mean the approved ECC courses
listed below in which Course Cards will be distributed.
A. Basic Life Support
Provider Course(s)
Instructor Course(s)
1.3. Course Cards: "Course Cards" shall mean those cards bearing the AHA
Servicemarks and ECC logo, which TC may distribute to students pursuant
to Program Guidelines to indicate that the student participated in or
successfully completed a Course.
1 A. Geographic Territory. The "Geographic Territory" shall mean Florida.
1.5. TrainingSites: "Training Sites" shall mean persons or organizations
engaged or authorized by TC to teach Courses and for whom TC will process
course rosters.
1.6. Instructors: "Instructors" shall mean persons engaged or authorized by TC or
Training Sites to teach Courses.
1.7, Program Guidelines: "Program Guidelines" shall mean the then current
Guidelines for Cardiopulmonary Resuscitation and Emergency
Cardiovascular Care, and the then current Program Administration Manual:
Guidelines for Program Administration and Training dated March 1, 2008, as
they may be amended and/or supplemented by the AMA from time to time.
The Program Guidelines are incorporated herein by reference as if fully set
forth at length. TC acknowledges receipt of a set of Program Guidelines.
TC/AHA Agreement
Page 2
Responsibilities of Training Center:
2.1. Courses.- TC shall conduct courses and shall authorize Instructors and/or
Training Sites to conduct courses only within the Geographic Territory. TC
shall ensure that all Courses taught by TC, Training Sites, and/or Instructors
conform to the requirements of the Program Guidelines and the curriculum
set out in the applicable AHA Instructor's Manuals. TC acknowledges and
agrees that this Agreement is non-exclusive and that the AHA may enter into
Training Center Agreements with other parties within the Geographic
Territory.
2.2. TC shall comply with the requirements of the Program Guidelines including,
but not limited to:
2.2,1. TC shall promptly notify, forward, or otherwise communicate to its
instructors all correspondence from the American Heart Association
regarding changes to science or curricula.
2.2.2. TC must issue course cards within thirty (30) calendar days following
receipt of completed roster and course documents from instructors.
2.3. The TC will support Chain of Survival initiatives in cooperation with the AHA
in their region andlor community, within available resources as outlined in
Program Guidelines,
2.4. The TC will support local public advocacy Chain of Survival activities, e.g.,
public access defibrillation.
2.5, Rosters and Coarse Completion Cards:
2.5.1. TC shall safeguard Course Cards from unauthorized distribution. It
shall limit the distribution of Course Cards only to persons who are
students of TC, Training Site and/or Instructors and who have met the
requirements for receipt of Course Cards in accordance with Program
Guidelines. Only the approved TC Coordinator or a TC employee
designated by the TC Coordinator and acting under the direct
supervision of the TC Coordinator may receive Course Cards from
distributors and the TC will be solely responsible for the control and
security of card issuance. This responsibility may not be assigned or
transferred to any other organization or individual, including Training
Sites or Instructors. TC shall ensure that only the appropriate type of
Course Card, as set out in the Program Guidelines, is issued to each
student,
2.5.2. TC may not substitute any other organization's card for the
appropriate AHA Course Card, or issue any Course Card not
currently authorized for an AHA Course, or use non-AHA course
materials in lieu of AHA materials to teach an AHA Course,
2.5.3. TC shall maintain rosters and records for all Courses conducted by
TC and/or Training Site for at least 3 years after the date the Course
was conducted.
25.4. TC shall submit statistical data and/or reports to the AHA as required
under the Program Guidelines.
TC/AHA Agreement
Page 3
2.6. At to Materials:
2.6.1. TC may purchase AHA Materials from third party distributors subject
to the distributor's policies regarding payment terms, prices, shipping,
and handling.
2.6.2. TC may sell AHA ECC textbooks and Instructor's Manuals to
students, Instructors, and other third parties. However, it may not sell
or distribute to any third party, other than Training Sites and/or
Instructors, AHA Course exams and/or answer keys. AHA Course
exams and/or answer keys may be used only for provision of Courses
under this Agreement. Training Centers may duplicate, in whole, AHA
Course exams, and authorize Training Sites and Instructors to
duplicate, in whole, AHA Course exams to be used only for the
provision of Courses under this Agreement. TC shall prohibit Training
Sites or Instructors from unauthorized copying, re -selling or
distributing AHA Course exams and answer keys.
2.7, TC Coordinators: TC shall designate a primary contact (hereinafter "TC
Coordinator") between TC and the AHA regarding all administration of ECC
training, including, but not limited to, customer service, Course scheduling,
card issuance, and records maintenance and retention. TC shall ensure that
new TC Coordinators attend an orientation with AHA within thirty (30)
calendar days following execution of the TC Agreement or, in the case of
staff turnover, within thirty (30) calendar days following designation as a TC
Coordinator,
3. Reviews: The AHA may monitor and/or review TC's and Training Sites'
performance and compliance with Program Guidelines and AHA curriculum at least
once each year through a review of Course records, site reviews, and course audits.
TC shall provide the AHA with access, as needed, to Training Site facilities and
records. This shall be in addition to the monitoring of Instructors as a part of their
review.
Dispute Resolution:
4.1. Subject to paragraph 4.2 below, TC agrees that any disputes regarding
Course curriculum, TC's compliance with Program Guidelines, or other
matters regarding its delivery of AHA ECC training shall be resolved
according to the Dispute Resolution Policy set out in the Program Guidelines.
4.2. Notwithstanding the terms of paragraph 4.1, each party to this Agreement
shall at all times be entirely free to exercise its rights of termination under
Section 10 without regard to whether a dispute exists at the time of such
termination which, in the absence of such termination, would be resolved
pursuant to Section 4.1, and, if such a dispute should then exist, without any
requirement that such dispute be resolved pursuant to Section 4.1,
5. Costs and Fees: All costs of providing Courses and fees charged to students shall
be the responsibility of the TC. The AHA shall not have any responsibility for any
costs incurred, or fees charged, by TC or Training Sites. The AHA is paid no fees
by TC or any Training Sites or Instructors, and the AHA has no financial interest in
the business of TC, Training Sites or Instructors.
TC/AHA Agreement
Page 4
Relationship of the Parties, The parties acknowledge and agree that the
relationship created by this Agreement is that of independent contractors, each is an
independent business entity and, as such, neither party may represent itself as an
employee, agent, or representative of the other; nor may it incur any obligations on
behalf of the other party; nor are the parties joint ventures or partners; nor does the
relationship created under this agreement constitute a franchise. TC is solely
responsible for carrying out its responsibilities under this agreement. TC is solely
responsible for Training Sites' performance under this Agreement and for its
contractual relationship with Training Sites. Employees of TC and/or Training Sites
are not, and shall not be considered employees of the AHA. Without limiting the
foregoing, TC acknowledges and agrees that the AHA shall have no responsibility
for any activities of TC or Training Sites, including, but not limited to, their conduct of
courses, their employment, supervision and training of Instructors and other
employees or agents, their scheduling of Courses, their obligation to provide
Courses to third parties, their obligations to pay for AHA Materials or other supplies
or services provided by third parties or any other obligations incurred in the course of
business.
Conflict of Interest: TC acknowledges that the AHA's conflict of interest policy
prohibits AHA volunteers from acting and being involved in any decision -making
process on behalf of the AHA when the volunteer has any interest (whether financial,
personal, or professional) in the activity. This policy may result in the disqualification
of TC employees from acting as AHA volunteers in the ECC program. TC will not
knowingly permit its employees or agents to take any actions that violate the AHA's
conflict of interest policy.
8. Proprietary Rights:
8.1. TC acknowledges and agrees that all Instructor information is proprietary to
the AHA. Instructor information includes but is not limited to the date(s) on
which Instructor took the Instructor Course(s) or Renewal Course(s), course
location, monitoring reports, teaching history, and contact information for
Instructor, including address, phone and email address. Instructor
information must be delivered to the AHA upon request.
8.2. TC acknowledges and agrees that copyright in AHA Materials is owned by
the AHA. AHA Materials may not be copied, in whole or in part, whether in
print, electronically, on the World Wide Web ("Web") or in any other format,
and may not be adapted without the prior express written consent of the
AHA.
8.3. The name "American Heart Association," the heart -and -torch logo, and the
slogan "Learn and Live" (hereinafter collectively "AHA Servicemarks") are
servicemarks of the American Heart Association, Inc. TC acknowledges and
agrees that it may not use them or display them in any fashion whatsoever,
except as may be expressly set out in the Program Guidelines, and subject
to the AHA's prior review and written approval.
8.4. TC's use of the AHA Servicemarks , and AHA Materials shall accrue exclusively
to the AHA's benefit, and all ownership, copyrights, servicemarks, trademarks,
and other rights, titles, and interests in them shall be in the AHA's name and
shall belong to the AHA. TC shall not contest the validity of the AHA's
copyrights, servicemarks, or trademarks or other AHA proprietary right, title or
TC/AHA Agreement
Page 5
interest, including, without limitation, after the expiration or termination of this
Agreement.
Indemnification:
9.1. The TC represents that it is a governmental entity that, by law, is not permitted
to indemnify the AHA. However, the TC agrees that it shall be responsible for
any claims, damages, liabilities, suits and expenses it may incur which arise out
of or in connection with (a) Courses offered or provided by the TC, Training
Sites, Instructors, their employees or agents, (b) acts or omissions of the TC,
Training Sites and/or Instructors, and (c) any breach by the TC and/or Training
Sites of the terms of this Agreement.
9.2. In no event shall the AHA and/or its affiliates nor their officers, employees,
volunteers or agents be liable to TC or Training Site for any direct, indirect,
special, consequential, or incidental damages.
10. Term and Termination
10.1. `f'he term of this Agreement shall be for a two (2) year period beginning on October
30, 2010. It shall automatically renew for a twenty-four (24) month period at the end
of the initial term and at the end of each term thereafter, so long as before the end
of the term, the AHA provides the TC with written notice of renewal for the following
period. Each party is free to decline to renew or extend the term of this Agreement.
10.2. Following expiration or termination of this agreement for any reason, TC may
not issue any Course Cards.
10.3. All procedures listed in the Program Guidelines regarding the retention or
handling of unused Course Cards, completed rosters, completed monitoring
forms and other records must be followed upon termination or expiration,
with or without cause. Notwithstanding, TC shall deliver all such records to
the AHA upon request.
10.4. This agreement may be terminated by either party if the other party breaches
any term or condition of the Agreement and fails to cure the breach within ten
(10) business days after receipt of written notice describing the breach. TC
acknowledges and agrees that breach includes, but is not limited to, failure
by TC or Training Sites to comply with program and/or curriculum guidelines,
and that neither the AHA nor its affiliates nor their officers, employees
volunteers or agents shall have any liability for any resulting termination
under this Agreement.
10.5. This Agreement may also be terminated by either party, without cause, upon
sixty (60) days' prior written notice.
11. General Terms:
11.1. Assignment: This Agreement may not be assigned or transferred by TC
without the prior written consent of the AHA.
11.2, Entire Agreement: This Agreement contains the entire agreement between the
parties relating to the rights herein granted and the obligations herein assumed, and
supersedes all prior written or oral agreements or communications between the
parties. in the event of any conflict between the terms of this Agreement and the
terms of the Program Guidelines, the terms of this Agreement shall prevail.
TC/AHA Agreement
Page 6
11.3. TC warrants and represents that upon execution hereof, this Agreement shad be the
legal, valid and binding obligation of TC, enforceable against TC in accordance with
its terms. The individual signing this Agreement warrants and represents that
he/she is duly authorized to sign this Agreement on behalf of TC.
11.4, Waiver: No waiver of any term, provision, or condition of this Agreement,
whether by conduct or otherwise, shall be deemed to be, or shall constitute, a
waiver of any other provision hereof; nor shall such waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
11.5. Modification: No supplement, modification, or amendment of any term,
provision, or condition of this Agreement shall be binding or enforceable on
either party hereto unless in writing signed by both parties.
11.6. Parties Named: Nothing in this Agreement, whether express or implied, is
intended to confer upon any person, other than the parties identified herein and
the AHA (and their respective heirs, representatives, successors, and permitted
assigns), any rights or remedies under, or by reason of, this Agreement.
Nothing in this Agreement is intended to relieve or discharge any liability of any
party hereto or any third party. No provision in this Agreement shall give any
entity any right of subrogation against any party hereto.
11.7. Notices: All notices shall be sent postage prepaid to the intended party at the
address set forth above (unless notification of a change of address is given in
writing) and two (2) business days following the date of mailing shall be deemed
the date notice is given.
11.8. Severability: Should any part, term, or provision of this Agreement be
declared to be invalid, void, or unenforceable, all remaining parts, terms, and
provisions hereof shall remain in full force and effect, and shall in no way be
invalidated, impaired, or affected thereby.
11.9. Applicable Law: This Agreement shall be governed by the laws of the State
of Texas without regard to its conflict of laws provisions.
11.10. Subject Headings: The subject headings of the sections, paragraphs, and
subparagraphs of this Agreement are included herein solely for the purposes
of convenience and reference, and shall not be deemed to explain, modify,
limit, amplify, or aid in the meaning, construction, or interpretation of any of
the provisions of this Agreement.
TOAHAAgnemant
1111. Surviv@t The following paragraphs, including their subparagraphs, shall
survive termination ofthis agreement: 4.2, 8' 9, 10.3, 112, 11.0, 117, 11.8,
11.9end 11.11.
AGREED:
American Heart Association, Inc.
By:
Print Nome:
Tifle:ECCCustomer Service Director
Date:
Last revised: 5/05/08
City of Tamarac, d1b/a
Tamarac Fire Rescue
Print Name:
Title-
Date: |