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HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-149TR 11949 October 26, 2010 Page 1 1 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 Page 2 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 Page 3 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 1 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: |