AUTHORIZED PROVIDER AGREEMENT
.
American Red Cross
Authorized Provider Agreement
This Authorized Provider Agreement ("Agreement") effective as of September 12, 2005 ("Effective Date") is between
Tampa Bay Chapter
(The "Chapter")
and
City of Clearwater Risk Management Department
(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 FL 33607 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 principle place of business of the AP is located at: /00 ..5. <<I~ rtle. AI!) Q \ wrwa-&r) F t
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 ofthe 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 Apl'endix A. The guaranteed AP
fees set forth in Appendix A shall include record keeping, certificate 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 authorized 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 Paragraph 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 90 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 five
(5) 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
requirements; and (c) Opportunities for volunteer and professional skill development with the Chapter.
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1.6 Provide invoice to the Authorized Provider within 45 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 Paragraph 1.9 below.
1. 7 Verify all instructor authorizations and notify the AP in the event an instructor is no longer authorized 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 2 times per year.
1.9 Ifduring 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 an
authorized 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 Margaret Brown 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 Unless otherwise indicated on the Course Record, arrange for completed Course certificates to be delivered to
the AP at the address set forth in Section 7 within ten (10) business days after receipt ofa properly completed
Course Record.
1.12 As needed and upon request, provide the AP with any American Red Cross promotional materials for use by
the AP in promoting the Courses.
2.0 Responsibilities ofthe AP:
The AP shall:
2.1 Identify qualified instructor candidates to be trained and authorized as instructors and inform the Chapter
when it becomes aware of any modifications that should be made to Appendix B.
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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 Course Records and Course 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 of an invoice date unless otherwise specified in Appendix A.
2.6 Provide to the Chapter the names and copies of the authorizations of any previously authorized 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 10 days before the Course start date.
2.8 Refrain from revising, editing, or duplicating any 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.
2.9 Obtain the materials in quantities sufficient for each Course Participant to have and retain his or her own copy.
Course workbooks, textbooks and/or skills cards cannot be used for more than one Course Participant unless
permission to do so is granted by the Chapter in writing. Authorized Providers conducting training in more
than one Red Cross Chapter jurisdiction will not be granted rights to reuse workbooks, textbooks and/or skills
cards for more than one Course Participant.
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.
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 Ronald Gideon 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 14 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
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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 Appendix A at its sole discretion. The Chapter
will notify the AP a minimum of90 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 Pasco County, FL
Pinellas County, FL
Hillsborough County, FL
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.
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:
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:
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If to the Chapter:
Chapter Name:
Address:
Attn:
Phone Number:
Fax Number:
E-mail Address:
If to the AP:
AP Name:
Address:
Attn:
Phone Number:
Fax Number:
E-mail Address:
Tampa Bay Chapter
3310 West Main Street, Tampa FL 33607
Margaret Brown
(813) 348-4820 x822
(813) 348-4830
brown@tampabay.redcross.org
City of Clearwater Risk Management Department
PO Box 4748, Clearwater, FL 33758
Ron Gideon
727.562.4654
727.562.4659
Ronald.Gideon@myclearwater.com
Notice of termination of this Agreement by either Party must be delivered by certified U.S. First-Class Mail,
return receipt requested to the attention of the Director of Health & Safety Services:
Chapter Name: Tampa Bay Chapter
Address: 3310 West Main Street, Tampa FL 33607
Attn: Susan Chase
Phone Number: (813) 348-4820 x882
Fax Number: (813) 348-4830
E-mail Address: chase@?tampabay.redcross.org
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.
8.3 This Agreement grants no rights in any of the American Red Cross or Chapter's Courses or Course Materials
or other intellectual property to customer.
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.
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.
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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 ofthe "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 ofthe 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.
SIGNATURE:
DATE:
PRINTED NAME:
TITLE:
PHONE NUMBER:
FAX NUMBER:
E-MAIL:
CHAPTER
REPRESENTATIVE
~~
f/.!J-Sf, S-
argaret Brown ..
Health & Safety Administrator
(813) 348-4820 x822
(813) 348-4830
brown@tampabay.redcross.org
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AUTHORIZED PROVIDER
~VE
. - ~---:JL
William B. Home II
City Manager
I (727) 562-4040
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APPENDIX A
COURSES, EQUIPMENT, MATERIALS AND FEES
Item Rented I Rental Fee I Quantity I Total
Rental - Adult Manikin Set of 10 w/12 Lungs (ACT AR) 3 Day Limit $30.00 $ -
Rental -Infant Manikins Set of 10 w/12 Lungs (ACTAR) 3 Day Limit $30.00 $ -
Rental - AED Manikins (Set of 5) 3 Day Limit $35.00 $ -
Rental - AED Trainer 3 Day Limit $35.00 $ -
Rental - Video (Single Video) 3 Day Limit $10.00 $ -
Rental- Video (Double Video) 3 Day Limit $15.00 $ -
Purchase Items I Price I Quantity I Total
ACTAR Adult Manikins (Set of 10) Non-AED Compatible $696.00 $ -
ACTAR Infant Manikins (Set of 10) Non-AED Compatible $590.00 $ -
AED Manikins (Set of 5) CPR Compatible $450.00 $ -
Basic Water Rescue #654160 $6.50 $ -
Community Water Safety #654122 $10.00 $ -
CPR for the Professional Rescuer 1M #652111 $9.50 $ -
CPR for the Professional Rescuer Part Book #652110 $11.90 $ -
CPR for the Professional Rescuer (VIDEO) #652112 $100.00 $ -
First Aid Fast #652117 $5.00 $ -
Industrial First Aid Kit (25 Person) $25.00 $ -
Lifeguard Training Participant Book #655720 $34.95 $ -
Lifeguard Training Instructor Manual #655721 $25.00 $ -
Lifeguard Training VIDEO (Set of 2) #655722 $225.00 $ -
SOLO PAK (Personal Pack First Aid Kit) $8.00 $ -
Reusable Rescue Mask $12.00 $ -
SPORTS & RECREATION (Sports First Aid Kit) $15.00 $ -
Velcro Key Ring $8.00 $ -
Water Safety Instructor Candidate Kit 651311 $49.95 $ -
Standard First Aid (VIDEO) #656616 $78.00 $ -
WT: Standard First Aid DVD (English/Spanish) $83.00 $ -
181 Aid/CPR/AED Participant Book (Pk 10) 656619 $12.75 $ -
Adult CPR/AED Skills Card (Each) 656559 $7.00 $ -
18' Aid Skills Card (Each) 656615 $7.00 $ -
Infant & Child CPR Skills Card (Each) 656631 $7.00 $ -
Infant & Child CPR Video 656632 $48.00 $ -
Manikin Face Shields (Roll of 36) $15.00 $ -
Gloves (Box of 100 gloves) $10.00 $ -
Choking Posters (Pk of 5) $2.00 $ -
Lifesaving Posters (Pk of 5) $2.00 $ -
Bandage Training Kits $1.75 $ -
AP Administrative Fee (per student trained) $5.00 $ -
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D. Instructor Training Fees:
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Purchase Items Price
CPR for the Professional Rescuer Instructor Manual $9.50
Lifeguard Training Instructor Manual $25.00
Water Safety Instructor Candidate Kit $49.95
1 St Aid/CPR/AED Instructor Manual $13.95
Community First Aid and Safety Instructor Manual $9.25
Babysitter Training Instructor Kit $20.00
HIV/AIDS Instructor Kit $7.00
Fundamentals of Instructor Training Manual (FIT) 5.00
Emergency Response Instructor Manual $29.95
Sports Safety Training Instructor Manual $15.95
Lifeguard Training Instructor Course $250.00
Water Safety Instructor Course $200.00
1 st Aid/CPR/AED Instructor Course (FIT Included) $350.00
Blood Borne Pathogens or Oxygen Administration $50.00
Babysitter Training Instructor Course $50.00
HIV/AIDS Instructor Course (FIT included) $285.00
Emergency Response Instructor Course $300.00
Fundamentals of Instructor Training (FIT) $34.00
Administrative Fee (Instructor Training) $10.00
E. Special billing or payment instructions (Optional):
F. Additional Services (Optional):
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APPENDIX B
INSTRUCTORS
Name Contact Information including Chapter of Current
address, phone and email Authorization Instructor
Authorization
Ronald Gideon Finance/Risk Management Tampa Bay
100 S. Myrtle Ave
Clearwater, FL 33756
P.O. Box 4748
Clearwater, FL 33758
727-562-4654
ronald.gideon@myc1earwater.com
Andy Stephens Public Services Tampa Bay
P.O. Box 4748
Clearwater, FL 33758
562-4950 x7204
andy.stephens@myc1earwater.com
Pete Hegedus General Services/Building & Tampa Bay
Maintenance
P.O. Box 4748
Clearwater, FL 33758
562-4890 x2813
pete.hegedus@myclearwater.com
Bill Buzzell Solid Waste Tampa Bay
P.O. Box 4748
Clearwater, FL 33758
727 -562-4920
bill. buzzell@myc1earwater.com
Tampa Bay
Tampa Bay
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APPENDIX C
MULTIPLE FACILITY CONTACTS
Facility Name Billing Address Contact Name Phone Number
and Address Fax Number
E-mail Address
Main Library Finance/Risk Ronald Gideon 727-562-4654
100 S. Osceola Management ronald.gideon@myclea
Ave 100 S. Myrtle Ave rwater.com
Clearwater, FL Clearwater, FL
33756
P.O. Box 4748
Clearwater, FL
33758
Safety Village Finance/Risk Ronald Gideon 727-562-4654
1460 Lakeview Management ronald.gideon@myclea
Ave 100 S. Myrtle Ave rwater.com
Clearwater, FL Clearwater, FL
33756
P.O. Box 4748
Clearwater, FL
33758
MSB Finance/Risk Ronald Gideon 727-562-4654
100 S. Myrtle Ave Management ronald.gideon@myclea
Clearwater, FL 100 S. Myrtle Ave rwater.com
Clearwater, FL
33756
P.O. Box 4748
Clearwater, FL
33758
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