AUTHORIZED PROVIDER AGREEMENT (4)American Red Cross Authorized Provider Agreement
This Authorized Provider Agreement ("Agreement") effective as of March 1, 2011
is between
r' Tampa Bay Chapter (The "Chapter")
., and
City of Clearwater Organization ID # 16850
(The "Authorized Provider" or "AP")
The Chapter is a unit of the American National Red Cross, a not-for-profit corporation chartered by an act of U.S.
Congress, the principal place of business of which is located at 3310 West Main Street, Tampa, Florida, and among
other things, provides first aid, CPR, aquatics, water safety, HIV/AIDS prevention education, mission-related
caregiving and other health and safety education programs.
The principal place of business of the AP is located at 100 South Myrtle Ave, Clearwater, FL 33756;
The Chapter desires to work with the AP to provide American Red Cross training in the jurisdiction set forth in
Section 4 below.
In consideration of the statements, terms and conditions contained within this Agreement, the Chapter and the AP (the
"Parties"), intend to be bound by this Agreement and agree to the following:
1.0 Responsibilities of the Chapter:
The Chapter shall:
1.1 Support the health and safety education of the AP's employees, members, and/or clients in the AP's provision
of American Red Cross training Courses ("Courses") at the fees set forth in Appendix A. The guaranteed AP
fees set forth in Appendix A shall include record keeping, certificate approval processing, administration,
promotional assistance, and support services ("AP Fee"). Any Additional Services ("Additional Services")
may be available for additional fees as outlined in Appendix A. Fees in Appendix A may change pursuant
Section 3.0.
1.2 Train all potential instructors from the AP to teach the Courses at the fees ("Training Fees") set forth in
Appendix A so long as such instructors meet the American Red Cross training prerequisites. These potential
instructors shall be certified as American. Red Cross Health and Safety instructors upon successful completion
of the training and upon signing an Agreement to teach the Courses. A complete list of the AP's instructors is
set forth in Appendix B, which shall be unilaterally modified by the Chapter in the event instructors are added
or deleted. Fees in Appendix A may change pursuant Section 3.0.
1.3 Upon request and depending on availability: (a) subject to Para a h 2. 10, use best efforts to provide
the AP with equipment that the AP does not possess which is necessary for an instructor to provide the
Course(s) as listed, and at the rental fees, set forth in Appendix A ("Equipment and Supplies"); and (b)
provide the Course Materials ("Course Materials") and Instructor Materials ("Instructor Materials") as set
forth in Appendix A. If the fees in Appendix A change the Chapter will notify the AP a minimum of 5 days
prior to implementation. Fees in Appendix A may change pursuant Section 3.0.
1.4 Maintain all Course Records ("Course Record") provided to the Chapter by an instructor for a period of seven
(7) years following the date of the Course.
1.5 Support and evaluate the instructors by providing them with the following: (a) Applicable policies and
procedures and any revisions or modifications thereto; (b) Upon expiration of an instructor's authorization,
reauthorize such instructors so long as such instructors meet American Red Cross reauthorization
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requirements; and (c) Opportunities for volunteer and professional skill development with the Chapter.
1.6 Provide invoice to the Authorized Provider within [30] days unless otherwise specified in Appendix A, for the
fees related to the Courses, equipment rental, and Course/Instructor Materials, Additional Services, training,
and retraining of Course Participants ("Course Participants") as set forth in Para a h 1.9 below.
1.7 Verify all instructor certifications and notify the AP in the event an instructor is no longer certified to teach
Courses.
1.8 Throughout the term of this Agreement (as defined in Paragraph 5_1), maintain a close and ongoing
supportive relationship with the AP and its instructors by contacting the AP a minimum of 4 times per year.
1.9 If during any phase of evaluation, the training conducted by an AP's instructor is found to be below minimum
American Red Cross standards for that Course and the Chapter determines that retraining is required for the
participants that attended the Course where training was found to be below minimum standards, the retraining
will be conducted by the Chapter. The AP will be responsible for the cost of retraining as outlined in
Paragraph 2.4. The Chapter will invoice the AP for the cost of the training at the amount equal to the
published full service contract price or the training price minus the cost of books and materials the Course
Participants may already have. The Chapter also reserves the right to suspend or withdraw the authorization of
an instructor for due cause. Due cause generally means that the instructor does not or will not abide by the
standards, policies, or procedures of the Red Cross and its programs or in some way abuses the position of a
certified Red Cross instructor. Some examples follow here but are by no means exhaustive; each case is
reviewed individually, taking into account all relevant circumstances. Examples are-
a. An instructor refuses to teach a nationally standardized Course according to the guidelines and Course
requirements or is found to be deficient in either knowledge or performance skills.
b. An instructor falsifies records or provides false information to the Chapter.
c. An instructor consistently fails to communicate his or her teaching activity in an appropriate way to the
Chapter (e.g., does not notify the Chapter when a Course is to be taught, does not process Course Record
forms within 10 working days, and so forth).
d. An instructor exhibits behavior inconsistent with standards established and agreed to in the Instructor
Agreement and expected of a Red Cross instructor, as indicated by repeated poor evaluations from
participants, or behaves in ways that participants find offensive or insulting (e.g., making sexual advances
or telling racially, socially, or sexually insensitive jokes).
e. An instructor behaves in ways that do not reflect support for the American Red Cross as an organization
and that, in fact, could harm the public perception of the American Red Cross in the community.
f An instructor is convicted of a violent or serious crime, such as sexual molestation, embezzlement,
assault, or any crime that calls into question his or her teaching or leadership responsibilities.
1.10 Designate Manny Perez as a representative of the Chapter to act as a point of contact to the AP at the address
and telephone number set forth in Section 7 below ("Chapter Representative") and notify the AP within 30
days if that individual changes.
1.11 Arrange for electronic submission of course records. Within ten business days after receipt of a properly
completed course record, approve such record and make course participant certificates and/or transcripts
electronically available or, if requested, arrange for the certificates to be delivered to the AP at the address as
set forth in Section 7.
L 12 As needed and upon request, provide the AP with any American Red Cross promotional materials for use by
the AP in promoting the Courses.
13 Support the Authorized Provider by providing access to the American Red Cross Learning Center. The Center
will allow the Authorized Provider instructor to access:
• Training records online.
• Automatic training updates and alerts
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• Course record entry and certificate printing
• Instructor certificates and transcript
1.14 Permit electronic access to, as well as downloading and printing of Course Materials.
2.0 Responsibilities of the AP:
The AP shall:
2.1 Identify qualified instructor candidates to be trained and certified as instructors and inform the Chapter when
it becomes aware of any modifications that should be made to Appendix B.
2.2 Support each instructor's compliance with American Red Cross policies and procedures by ensuring that such
Instructors: (a) Are available to participate in periodic training, retraining or other related events throughout
the term to gain and maintain sufficient levels of skill, knowledge and understanding to conduct the Courses;
(b) Supply only American Red Cross Course Materials for use during the Courses, (c) Provide visual
identification of the American Red Cross name and emblem during the Courses using materials provided or
approved by the Chapter; and (d) Submit properly completed electronic or hard copy Course Records
evaluation forms to the Chapter within ten (10) business days of Course completion unless special
arrangements are made with the Chapter.
2.3 With respect to the Course Participants: (a) Notify Course Participants that they will be participating in
American Red Cross Courses in accordance with American Red Cross standards; (b) In advance of each
Course, provide Course Participants with information about Course prerequisites, completion requirements,
and other necessary information; (c) Ensure that Course Participants who have successfully met the Course
prerequisites, objectives, and certification requirements receive American Red Cross certificates.
2.4 Reimburse the Chapter for retraining of Course Participants conducted pursuant to Paragraph 1.9. The cost of
the retraining will be at the amount equal to the published full service contract price minus the cost of books
and materials the Course Participants may already have.
2.5 Provide payment to the Chapter within 30 days unless otherwise specified in Appendix A.
2.6 Provide to the Chapter the names and copies of the certifications of any previously certified Red Cross
instructors that are new to the AP at least ten (10) days before the instructor teaches a Course in order for the
Chapter to ensure that such instructor is qualified to be the instructor.
2.7 Notify the Chapter of dates, times, and locations for each Course at least 5 days before the Course start date.
2.8 Obtain the appropriate Course Materials in quantities sufficient for each Course Participant to have and retain
his or her own copy. Course participants materials may be downloaded, reused or purchased .
2.9 Refrain from revising or editing Course Materials, in whole or in part, including, but not limited to Course
videos, for teaching Courses or for any other purpose, unless specifically approved in writing by the
American National Red Cross. Requests for any modifications to the materials are to be channeled through
the Chapter. The AP understands and agrees that all such promotional materials must be provided by the
Chapter, or approved by the Chapter in advance of publication.
2.10 Maintain responsibility for the equipment and promptly return such equipment to the Chapter in the same
condition the equipment was received by the AP. The AP shall be responsible for the cost of any damage to
such equipment while in the possession of the AP. Upon receipt and inspection of the equipment, the AP shall
report to the Chapter any equipment in need of service, repair, or replacement.
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2.11 Be responsible for all claims and liabilities of any nature whatsoever that arise out of an AP offered Red
Cross Course. Red Cross insurance does not extend to the AP or its instructors. Therefore, it is the
responsibility of the AP to obtain adequate insurance to cover its operations and Course instruction.
2.12 Designate William P. Peterson as a representative of the AP to act as a point of contact to the Chapter at the
address and telephone number set forth in Section 7 below and notify the Chapter within 30 days if that
individual changes. In the event the AP has multiple facilities, the individuals set forth in Appendix C shall
serve as additional points of contact.
2.13 Provide classrooms and other facilities to teach the Courses that are safe, conducive to learning and meet the
minimum space requirements as set forth in the Instructor Materials. The AP shall allow the Chapter
Representative or a designee to inspect the AP's real and personal property used to teach the Courses and to
perform random observations of the instructors during the provision of Courses.
2.14 Submit any literature or materials using the name and/or emblem of the American Red Cross to the Chapter
for written approval before printing or distribution of such literature or materials.
2.15 Encourage its instructors to provide volunteer services for the American Red Cross.
3.0 Chapter Fees:
The Chapter reserves the right to change the fees contained in AARpendix A at its sole discretion. The Chapter
will notify the AP a minimum of 30 days prior to the effective date of any such fee changes. As part of this
notice, the Chapter will provide the AP with a new Appendix A. If the AP does not agree to the fee changes,
it has the right to terminate the Agreement pursuant to Section 5. Changes to Appendix A will not effect any
other provisions contained within this Agreement.
4.0 Jurisdiction of Agreement:
This Agreement is limited to the geographical jurisdiction of the American Red Cross Chapter(s) and at the
locations set forth below:
Chapter Geographical Jurisdiction (County, City, State
Tampa Bay Chapter Hillsborough, Pasco and Pinellas
5.0 Term and Termination:
5.1 This Agreement shall commence on the effective date with automatic one-year renewals thereafter on the
anniversary of the commencement date, unless either Party gives written notice to the other of its desire not to
renew at least 30 days prior to the commencement of any renewal period, or unless otherwise terminated
sooner in accordance with Paragraph 5.2 of this Agreement (the "Term").
5.2 At any time, either Party may terminate this Agreement with thirty (30) days written notice to the non-
terminating Party.
5.3 Upon termination of this Agreement, the obligations of both Parties, including, but not limited to the
provision of payment, shall remain in effect until all scheduled Courses are completed. Upon termination or
expiration of this Agreement, any and all licenses or permissions granted to use intellectual property will
terminate immediately and may not be assigned or sub-licensed.
5.4 In the event of any termination of this Agreement, the Parties are still obligated and committed to follow the
provisions of Sections 6 7 8 12 and this Paragraph 5.4 indefinitely.
6.0 Limitation of Liability:
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Notwithstanding anything in this Agreement to the contrary, neither Party shall be liable to the other for any
loss or damage arising as a result of breach, non-performance or partial performance of its obligations under
this Agreement due to any cause beyond that Party's reasonable control and without its fault or negligence.
7.0 Notices:
All notices to include appendices that each Party is required to give to the other Party shall be given to each of
the Parties in writing to the names and addressees as follows:
If to the Chapter:
Chapter Name:
Address:
Attn:
Phone Number:
Fax Number:
E-mail Address:
If to the AP:
Tampa Bay Chapter
3310 w Main St. Tampa, FL 33607
Manny Perez
813-348-4820 x 7637
813-348-4830
Perezma@usa.redeross.org
AP Name: City of Clearwater
Address: 100 South Myrtle Avenue, Clearwater, FL 33756
Attn: William P. Peterson
Phone Number: 727-562-4654
Fax Number: 727-562-4659
E-mail Address: Bill.peterson@myclearwater.com
Notice of termination of this Agreement by either Party must be delivered by certified U.S. First-Class Mail,
return receipt requested.
8.0 Confidentiality and Trade Names:
8.1 Except as otherwise provided herein, each Party shall maintain the confidentiality of all provisions of this
Agreement. Without the prior written consent of the other Party, neither Party shall make any press release or
other public announcement of, or otherwise disclose, this Agreement or any of its provisions to any third
Party except for such disclosures as may be required by applicable law or regulation, in which case the
disclosing Party shall provide the other Party with prompt advance notice of such disclosure so the other Party
has the opportunity, if it so desires, to seek a protective order or other appropriate remedy.
8.2 Each Party recognizes that the name, logo and marks of the other Party represent valuable assets of that Party
and that substantial recognition and goodwill are associated with such assets. Each Party hereby agrees that
neither it nor any of its affiliates shall use the other Party's name, logo or marks without prior written
authorization from such other Party. Upon conclusion of the this Agreement, any and all licenses granted to
use the other's name, logo or marks will terminate immediately and may not be assigned or sub-licensed. Any
such authorization that may be granted may be revoked at any later time with written notice.
8.3 This Agreement neither grants nor transfers any rights in any of the American Red Cross or Chapter's Courses
or Course Materials or other intellectual property to customer and use of these materials shall inure solely to
the benefit of the Red Cross.
9.0 Entire Agreement and Amendments:
9.1 Concerning the subject matter hereof, this Agreement constitutes the entire Agreement between the Parties
and supersedes all prior Agreements and undertakings, both written and oral, between the Parties.
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9.2 This Agreement shall not be amended or otherwise modified unless both of the Parties affirmatively and
unanimously agree to such amendment and/or modification in writing.
10.0 Severability:
In the event any provision of this Agreement is held invalid, illegal or unenforceable (any such provision, an
"Invalid Provision") in any jurisdiction, the Parties shall promptly negotiate in good faith a lawful, valid and
enforceable provision. This new provision must be as similar in terms to the invalid provision as may be
possible in order to keep with, the intention of the original Agreement.
11.0 Exculpatory Clause:
It is understood and agreed that wherever in this Agreement the term "Chapter" is used it shall mean the
Chapter(s) of The American National Red Cross set forth in Section 4; that said Chapter(s) are duly
constituted local unit of The American National Red Cross, a federal instrumentality (36 U.S. Code 1 et seq.);
and that all obligations of the "Chapter" under this Agreement shall be undertaken, and completed exclusively
by said Chapter(s) without resort in any event to, or commitment of, the funds and property of the American
National Red Cross or any unit thereof other than the Chapter(s).
12.0 Independent Contractors:
Each of the Parties shall be furnishing its services hereunder as an independent contractor, and nothing herein
shall create any association, partnership or joint venture between the Parties or an employer-employee
relationship. No agent, employee or servant of either Party shall be, or shall be deemed to be, the employee,
agent or servant of the other Party, and each Party shall be solely and entirely responsible for its acts and the
acts of its agents, employees and servants.
13.0 Assignment and Subcontracting:
This Agreement shall not be assigned in whole or in part and no Party shall delegate or subcontract all or part of its
duties under this Agreement without the prior written consent of the other Party.
IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized officers, have executed
this Agreement as of the Effective Date.
CHAPTER
REPRESENTATIVE
SIGNATURE:
DATE: 2/8/2011
PRINTED NAME: Manny Perez
TITLE: Instructor Specialist
PHONE NUMBER: 813-868-7637
FAX NUMBER: 813-348-4830
E-MAIL: perezma@usa.redcross.org
AUTHORIZED PROVIDER
ZRE ESENTATIVE
AWilliam B. Horne II
City Manager
727-562-4040
727-562-4052
William.Home@myclearwater.com
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APPENDIX A
COURSES, EQUIPMENT, MATERIALS AND FEES
A. Courses:
- Lay Responder CPR/AED/First Aid
- CPR/AED for the Professional Rescuer & Healthcare Provider
- Oxygen Administration
- HIV/AIDS
- Emergency Response
- First Aid: Responding to Emergencies
- Bloodborne Pathogens: Preventing Disease Transmission.
- Pet First Aid
- B.A.T.
F.A.C.T.
Babysitting
Lifeguarding
Water Safety instructor
- Wilderness & Remote First Aid
B. Equipment and Supplies:
Item Rented Rental Fee
Rental - Adult Manikin Set of 10 w/ 12 Lungs (ACTAR) 3 Day Limit TBA
Rental - Infant Manikins Set of 10 w/ 12 Lungs (ACTAR) 3 Day Limit TBA
Rental - AED Trainer 3 Day Limit TBA
Rental - Video (Single DVD) 3 Day Limit TBA
C. Course/Instructor Materials:
For current equipment and printed material prices, please visit www.shopstaywell.com
D. Training Fees:
Fee Description Fee
Per person Fee AP inputs data $8
Per person Fee (Chapter inputs data) $12
Lay Responder First Aid/CPR/AED Instructor Course Fees $395
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APPENDIX B
INSTRUCTORS
Courses held at various City facilities
Bill Peterson as shown above is
Point of contact for all locations
Name Contact Information Home Chapter Current
including Instructor
address, phone and Certification
mail
William P. Peterson Risk Management Div. Tampa Bay 3114503
City of Clearwater,
100 S. Myrtle Ave,
Clearwater, FL 33756
727-562-4654
Lance Kielich c/o William Peterson Tampa Bay 2838979
Risk Management Div.
c/o William Peterson
City of Clearwater,
100 S. Myrtle Ave,
Clearwater, FL 33756
727-562-4654
Andy Stephens Risk Management Div. Tampa Bay 2868872
c/o William Peterson
City of Clearwater,
100 S. Myrtle Ave,
Clearwater, FL 33756
727-562-4654
Tim Charles Risk Management Div. Tampa Bay 4109638
c/o William Peterson
City of Clearwater,
100 S. Myrtle Ave,
Clearwater, FL 33756
727-562-4654
December 2010