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HomeMy WebLinkAboutCity of Tamarac Resolution R-2006-054Temp. Reso. No. 10918 March 22, 2006 Revision 1 — 4/3/06 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2006-� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND THE AMERICAN HEART ASSOCIATION ALLOWING THE CITY OF TAMARAC FIRE RESCUE DEPARTMENT TO BE A TRAINING CENTER FOR THE AMERICAN HEART ASSOCIATIONNUNC PRO TUNC TO SEPTEMBER 1, 2005 THROUGH NOVEMBER 1, 2006, PROVIDING FOR AUTOMATIC RENEWALS; 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, The City of Tamarac Fire Rescue Department has provided AHA Cardiopulmonary Resuscitation (CPR) courses for the past twenty-five years to the citizens and employees of Tamarac; and WHEREAS, the City of Tamarac Fire Rescue Department has met all of the requirements for maintaining its status as an AHA Training Center (TC); and Temp. Reso. No. 10918 March 22, 2006 Revision 1 — 4/3/06 Page 2 WHEREAS, Resolution No. R-98-369, approved the initial Agreement between the AHA and the City of Tamarac (attached hereto as Attachment "A"), on December 23, 1998, and this relationship has continued; and WHEREAS, it is the recommendation of the Fire Chief that the City of Tamarac Fire Rescue Department continue to participate as an AHA 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 execute the Agreement between the AHA and the City of Tamarac providing for continuation of services. 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. SECTION 2: The City Manager or his designee is hereby authorized to execute the Agreement between the City of Tamarac and the AHA, allowing Tamarac Fire Rescue to continue to be a TC for the AHA nunc pro tunc to September 1, 2005 through November 1, 2006, and automatically renewing thereafter for a twenty-four (24) month period at the end of each term; (attached hereto as Attachment "B"). 1 Temp. Reso. No. 10918 March 22, 2006 Revision 1 — 4/3/06 Page 3 SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this day of , 2006. r r ATTEST: C�RECORD OF COMMISSION VOTE: 4,. ARION SWEN ON, CMC MAYOR FLANSBAUM-TALABISCO CITY CLERK DIST 1: V/M PORTNER DIST 2: COMM. ATKINS-GRAD DIST 3: COMM. SULTANOF DIST 4: COMM. DRESSLER I HEREBY CERTIFY that I have approved this RESOLUTION as to form. 1 I-] TR 10918 ATTACHMENT A Temp. Reso. # 8379 September 1, 1998 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-98 , 369 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF TAMARAC AND THE AMERICAN HEART ASSOCIATION ALLOWING TAMARAC TO BECOME A COMMUNITY TRAINING CENTER FOR THE AMERICAN HEART ASSOCIATION; 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 Cardio-Pulmonary Resuscitation courses for the past fifteen years to the citizens and employees of Tamarac; and WHEREAS, Tamarac Fire Rescue has met all of the requirements for becoming a AHA Community Training Center; and WHEREAS, it is the recommendation of the Fire Chief that Tamarac participate as a AHA Community Training Center; and Temp. Reso. # 8379 September 1, 1998 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 participate as an American Heart Association Community Training Center, 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. SECTION 2: The City of Tamarac will participate as an American heart Association Training Center. SECTION 3: The City Manager or his designee is hereby authorized to execute the Agreement between the American Heart Association and the City of Tamarac allowing Tamarac Fire Rescue to become a Community Training Center (attached hereto as Exhibit A). SECTION 4: 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 invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. C� 1 1 I L J Temp. Reso. # 8379 September 1, 1998 SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this d 3t'� day of , 998. ATTEST: CY�" , - 4� CAROL GOLD C/AAE, CITY CLERK I HEREBY CERTIFY that I have Approved this RESOLUTION as to form. CITY A FTORNEY �� / 1'r �,OMWIOX APO r « w RECORD OF COMMISSIONNOTE MAYOR SCHREIBER DIST 1: COMM. M°KAYE DIST 2: WrA MISHKIN DIST 3: COMM, SULTANOF DIST 4: COMM. ROBERTS Community Training Center Agreement This is an agreement between the American Heart Association, Inc., with its principal place of business at 7272 Greenville Avenue, Dallas, Texas 75231-4596 (hereinafter the "AHA") and, The City of Tamarac Fire Department, with its principal place of business at 7501 NW 881, Ave., Tamarac, Florida, 33321(hereinafter "Community Training Center" or "CTC"). 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, CTC 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, tests, keys, evaluation forms, newsletters, course completion cards, and course participation cards. 1.2. Courses: "Course" or "Courses" shall mean the approved ECC courses listed below in which Course Cards will be distributed [list only the approved courses]. A. Basic Life Support Provider Course(s) Heartsaver (Adult) Healthcare Provider HEARTSAVER PLUS Instructor Course(s) B. Pediatric Basic Life Support Provider Course(s) 1.3. Course Cards: "Course Cards" shall mean those cards bearing the AHA Servicemarks and ECC logo which CTC 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 the state of Florida. 1.5. Training Sites: "Training Sites" shall mean persons or organizations engaged or authorized by CTC to teach Courses and for whom CTC will process course rosters. 1.6. Instructors: "Instructors" shall mean persons engaged or authorized by CTC or Training Sites to teach Courses. CTC/AHA Agreement Page 2 1.7. Program Guidelines: "Program Guidelines" shall mean the then current Guidelines for Cardiopulmonary Resuscitation and Emergency Cardiac Care, and the CTC Administrative Manual dated May 23, 1997, as they may be amended and/or supplemented by the AHA from time to time. The Program Guidelines are incorporated herein by reference as if fully set forth at length. CTC acknowledges receipt of a set of Program Guidelines. 2. Responsibilities of Community Training Center: 2.1. Courses: CTC shall conduct courses and shall authorize Instructors and/or Training Sites to conduct courses only within the Geographic Territory. CTC shall ensure that all Courses taught by CTC, 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. CTC acknowledges and agrees that this Agreement is non-exclusive and that the AHA may enter into Community Training Center Agreements with other parties within the Geographic Territory. 2.2. The CTC will support Chain of Survival initiatives in cooperation with the AHA in their region and/or community, within available resources as outlined in Program Guidelines. 2.3. The CTC will support local public advocacy Chain of Survival activities, e.g., public access defibrillation. 2.4, Rosters and Course Completion Cards: 2.4.1. CTC shall safeguard Course Cards from unauthorized distribution. It shall limit the distribution of Course Cards only to persons who are students of CTC, Training Site and/or Instructors and who have met the requirements for receipt of Course Cards in accordance with Program Guidelines. Only the approved CTC Coordinator may receive Course Cards from distributors and the CTC 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. CTC shall insure that only the appropriate type of Course Card, as set out in the Program Guidelines, is issued to each student. 2.4.2. CTC shall maintain rosters and records for all Courses conducted by CTC and/or Training Site for at least 3 years after the date the Course was conducted. 2.4.3, CTC shall submit statistical data and/or reports to the AHA as required under the Program Guidelines. 2.5. AHA Materials: 2.5.1. CTC may purchase AHA Materials from third party distributors subject to the distributor's policies regarding payment terms, prices, shipping, and handling. CTC/AHA Agreement Page 3 . 2.5.2. CTC 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 evaluation forms and/or answer keys. AHA Course evaluation forms and/or answer keys may be used only for provision of Courses under this Agreement. CTC shall prohibit Training Sites or Instructors from copying, re -selling or distributing AHA Course evaluation forms and answer keys. 2.6. Course Coordinators: CTC shall designate an employee of CTC (hereinafter "CTC Coordinator') to serve as the primary contact between CTC 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. CTC shall ensure that new CTC Coordinators attend an orientation with AHA during the contract period. 3. Reviews: The AHA may monitor and/or review CTCs' 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. CTC 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. 4. Dispute Resolution: 4.1. Subject to paragraph 4.2 below, CTC agrees that any disputes regarding Course curriculum, its 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 CTC. The AHA shall not have -any responsibility for any costs incurred, or fees charged, by CTC or Training Sites. The AHA is paid no fees by CTC or any Training Sites or Instructors, and the AHA has no financial interest in the business of CTC, Training Sites or Instructors. 6. 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. CTC is solely responsible for carrying out its responsibilities under this agreement. CTC is solely responsible for Training Sites' performance under this Agreement and for its contractual relationship with Training Sites. Employees of CTC and/or Training Sites are not, and shall not be considered employees of the AHA. Without limiting the foregoing, CTC acknowledges and agrees that the AHA shall CTC/AHA Agreement Page 4 have no responsibility for any activities of CTC 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. 7. Conflict of Interest: CTC 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 CTC employees from acting as AHA volunteers in the ECC program. CTC 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. CTC acknowledges and agrees that copyright in AHA Materials is owned by the AHA. AHA Materials may not be copied, in whole or in part, and/or adapted without the prior express written consent of the AHA. 8.2. The name "American Heart Association," the heart -and -torch logo, and the slogan "Fighting Heart Disease and Stroke" and the ECC logo (hereinafter collectively "AHA Servicemarks") are servicemarks of the American Heart Association, Inc. CTC 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. 8.3_ Course rosters and monitoring forms are the property of the AHA and shall be delivered to the AHA upon request or upon termination or expiration of this Agreement, whichever comes first. 8.4. CTC'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. CTC shall not contest the validity of the AHA's copyrights, servicemarks, or trademarks or other AHA proprietary right, title or interest, including, without limitation, after the expiration or termination of this Agreement. 9. Indemnification: 9.1. CTC represents that it is a governmental entity that, by law, is not permitted to indemnify the AHA, However, CTC agrees that it shall be responsible for any claims, damages, liabilities, suits, and expenses it may incur which arise out of or in connections with (a) Courses offered or provided by CTC, Training Sites, Instructors, their employees or agents, (b) acts or omissions of CTC, Training Sites and/or Instructors, and (c) any breach by CTC and/or Training Sites 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 CTC or Training Site for any direct, indirect, special, consequential, or incidental damages. CTC/AHA Agreement Page 5 9.3. For the duration of this Agreement CTC shall obtain and maintain at its expense general liability insurance from a carrier rated A, VI or better, with limits equal to or greater than $300,000 if the only Courses conducted under this Agreement are Basic Life Support Courses listed under Section 1.2. of this Agreement and $1,000,000 if any Course other than Basic Life Support Courses is listed in Section 1.2 of this Agreement. This policy shall specify that it may not be modified or canceled by the insurer, except after thirty (30) days prior written notice by the insurer to the AHA. CTC must provide the AHA with a certificate of insurance evidencing this coverage upon execution of the Agreement anc upon any renewals hereof. 10. Term and Termination 10.1. The ter of this Agreement shall be for a one-year period, beginning on 1— `3 and ending on 3- ' - . It may only be extended by mutual written agreement of the parties. Each party is free to decline to renew or extend the term of this Agreement. 10.2. Upon termination or expiration, with or without cause, all unused Course Cards, rosters, and monitoring forms shall be delivered to the AHA. 10.3. 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. CTC acknowledges and agrees that breach includes; but is not limited to, failure by CTC 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. 10.4. 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 by CTC 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 any conflict between the terms of this Agreement and the terms of the Program Guideline the terms of this Agreement shall prevail. 11.3. CTC warrants and represents that upon execution hereof, this Agreement shall be the legal, valid and binding obligation of CTC, enforceable against CTC in accordance with it, terms. The individual signing this Agreement warrants and represents that he/she is duly authorized to sign this Agreement on behalf of CTC. 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. CTC/AHA Agreement Page 6 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. 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. 11.10. Survival. The following paragraphs, including their subparagraphs, shall survive termination of this agreement: 4.2, 8, 9, 11.2, 11.6, 11.7, 11.8, and 11.10. AGREED: American Heart Association, Inc. By: Title:�..� Date:_ —.sr - 11 /23/98 City of Tamarac Fire Department National Center 7272 Greenville Avenue Dallas. Texas 73231-4596 40 Tel 214 373 6300 WwW aimencanhasmary • Date November 24, 1998 TO: Bonnie Regal FROM: Beth Cooper American Heart Association.p NO V 3 0 19% >r aw RE: City of Tamarac Fire Department CTC Agreement Enclosed are two duplicate original copies of the City of Tamarac Fire Department CTC Agreement. The Agreement should be executed In duplicate by the two parties. After both copies are signed by the City of Tamarac Fire Department, have them keep one signed copy and send the second signed original copy to you. Make yourself a copy and then send the second original to me. I will make a copy for my records and then deliver the second original to the Legal Department to be -kept on file. The City of Tamarac also requested that the contract be signed by the AHA's president and attested by its corporate secretary. Our attorney stated that 1 have been given the authority to execute these contracts on the behalf of the AHA. If there should be further discussion on this point, refer them to me. Thank you for you patience in this process. If you have questions, please call me. Chapman of the Bona Edward F. Hines it., Ek. Prramm Valentin Fuller. M-D.. F Chrrmaa-F.iees J. Walter Sinclair. Fsq- Prealdent•Ekn Lynn A. Smsha, M.D.. P htinswit" Past Chaim" of the Baud Marilyn Huns 1-nediate Past Prodde Marta N. Hill. R.N-. Ph. teary-Trtatsurer Richard P. Southworth lliretton R. Wayne Alexander, M. C. William Balke. M.D. Cole- Barrett R-N., M.I Claire M. Baum John W. (lack) Bates Craig T. Beam, CRE Frank Borovsky William J. Bryutt EA. Rohen S. C&WmaM Ph.l Louis L• Cresler. M.D. Charles A. Demis. M.D. Mcchad Esics, Ph.D, David P. Faxon, M.D. Jacqueline W. Firtehar. M Joy S. Fta ir. Fh.D. Stephen R. G*Mbag Scott M. Grundy, M-D., F Lllliatt A. Lemon Donald W. Lavan, M.D. Richard I. twin. M.D. Janet L. Maxsott B.S.N., Naacy Houton Millar. R. Carole E. Newman Almin F. Olivier, M.D. Donald R. Otis J.E. Chivez Paisley Lorrie Peterson. R.N. James L. Rick&. M.D. Rose Marie Rohnrson, M. Bmdz L. Rodriguez. M-C Lawrence B. Sadwin Charles Schenck Henry M. Sondheimer. M. Janet O. South William E. Strauss. M.D. Jessie 0. Wright, M.S., R-1 Chief Executive Oflicer M. Can Wheeler Executive Vice Prugient Corpemte Operations an Walter D. Bristol Jr- CPA Executive Vice President Consumer Health Marko Jo A. Diehl Executive Vice President Corporate Secreury slid David Wm. Livingston. Ev Executive We President Field Operations end Dev Gordon L. McCullough Executive Vim PMMemt Communications and Atli Brigid McHugh Sanner Executive Vice President Science and Medicine Rodman D. Starke. M.D. - �3�. SDyr�rsyjjrrJzdirJg research arrd,Jrrrrtrn�; rurs►f•ers•. Please remember the American Heart AssWatnxr in your will. TR 10918 ATTACHIY ENT B Training Center Agreement This is an agreement between the American Heart Association, Inc., with offices at 1101 Northchase Parkway, Suite 1, Marietta, Georgia, 30067 (hereinafter the "AHA") and City of Tamarac Fire Rescue Department, with its principal place of business at 6000 Hiatus Road, Tamarac, Florida 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: 1. 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 [list only the approved courses]. A. Basic Life Support Provider Course(s) Instructor Course(s) 1.3. Course Cards: "Course Cards" shall mean those cards bearing the AHA Servieemarks 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. 1.4. Geographic Territory. The "Geographic Territory" shall mean the State of Florida. 1.5. Training Sites: "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 July 2004, as they may be amended and/or supplemented by the AHA from time to time. The TC/AHA Agreement Page 2 Program Guidelines are incorporated herein by reference as if fully set forth at length. TC acknowledges receipt of a set of Program Guidelines. 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 and/or 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 Course 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. TC/AHA Agreement Page 3 2.5.3. TO shall maintain rosters and records for all Courses conducted by TO and/or Training Site for at least 3 years after the date the Course was conducted. 2.5.4. TO shall submit statistical data and/or reports to the AHA as required under the Program Guidelines. 2.6. AHA Materials: 2.6.1. TO may purchase AHA Materials from third party distributors subject to the distributor's policies regarding payment terms, prices, shipping, and handling. 2.6.2. TO 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. TO shall prohibit Training Sites or Instructors from unauthorized copying, re -selling or distributing AHA Course exams and answer keys. 2.7. TC Coordinators: TO shall designate a primary contact (hereinafter "TO Coordinator") between TO 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. TO shall ensure that new TO Coordinators attend an orientation with AHA within thirty (30) calendar days following execution of the TO Agreement or, in the case of staff turnover, within thirty (30) calendar days following designation as a TO 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. TO 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. 4. Dispute Resolution: 4.1. Subject to paragraph 4.2 below, TO 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 TC/AHA Agreement Page 4 • 1 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. 6. 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. i. 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. TC/AHA Agreement Page 5 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 interest, including, without limitation, after the expiration or termination of this Agreement. 9. 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. The term of this Agreement shall be for a fourteen (14) month period, beginning on September 1, 2005. It shall automatically renew for a 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 TC/AHA Agreement Page 6 (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. 11.3. TC warrants and represents that upon execution hereof, this Agreement shall 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 • - TC/AHA Agreement Page 7 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. 11.11. Survival. The following paragraphs, including their subparagraphs, shall survive termination of this agreement: 4.2, 8, 9, 10.3,11.2, 11.6, 11.7, 11.8, 11.9 and 11.11. .��I►&iLlii<1T�•I�JTe3�r�������L�l�l_j�� _ ► .� TC/AHA Agreement Page 8 IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and THE AMERICAN HEART ASSOCIATION, signing by and through its ECC Regional Manager duly authorized to execute same. %ATTEST: Marion Swenson, CIVIC City Clerk 1. CITYqf TAMARAC Beth Flans aum-Talabisco, Maybr D tae Jeffrey L.'Millbrr, City Manager D to ���(2 � Approve s to form and legal sufficiency: D to � •� City Atto ney ATTEST: N/A Signature of Corporate Secretary N/A Type/Print Name of Corporate Secy (CORPORATE SEAL) 511/(D6 Date AMERICAN HEART ASSOCIATION, INC. Company Name S@Kature of CC VionaT Manager Bonita Regal Type/Print Name of President/Owner a YAIG Date 1 . TC/AHA Agreement Page 9 CORPORATE ACKNOWLEDGEMENT STATE OF epEfid, :SS COUNTY OF E-y-),0_jbS I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Bonita Regal, of The American Heart Association, a Florida Foreign Non -Profit Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this ky of 1 , 20( . Last revised: 8/25/04 blic EXPIRES' June 2, 2007 Hondnd ThN NClary P0110 Unde"hars Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or [DID NOT take an oath.