TRAINING FOR EMERGENCY CARDIOVASCULAR CARE &TRAINING
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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 "AHN)
and CLEARWATER FIRE DEPT., with its principal place of business at 610 Franklin St.,
Clearwater, FL 33756, (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:
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. Definitions:
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 Ufe 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.
1.4. Geographic Territory: The "Geographic Territory" shall be the State of
Rorida.
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.
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1.6. Instructors: "Instructors" shall mean persons engaged or authorized by CTC
or Training Sites to teach Courses.
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.
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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.
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
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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 ofCTC 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 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 B American Heart Association, U the heart-and-torch logo, and the
slogan DFighting Heart Disease and StrokeD and the ECC logo (hereinafter
collectively D AHA ServicemarksD) 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.
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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 connection 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 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 CTC or Training Site for any direct, indirect,
special, consequential, or incidental damages.
9.3. For the duration of this Agreement CTC shall obtain and maintain at its expense
general liability insurance from a carrier rated A, VII 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 and upon
any renewals hereof.
10. Term and Termination
10.1. The term of this Agreement shall be for a one-year period, beginning on
Septemb~!"~; 19ge and ending on August 31,1999. 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.
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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. 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 its terms. The individual signing this Agreement warrants and
represents that he/she is duly authorized to sign t~is 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.
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.
11.11. 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, 11.9
and 11.11.
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AGREED:
American Heart Association, Inc.
Clearwater Fire Dept.
By:
Title:
Date:
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Last revised: 1/28/98
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RENEWAL AMENDMENT
The American Heart Association, Inc., having its principal offices at 7272
Greenville Avenue, Dallas, Texas, 75231, (hereinafter "AHA") and Clearwater
Fire Department, whose business address is 610 North Franklin Street,
Clearwater, Florida 33765 (hereinafter "CTG") desire to extend the term of their
prior agreement for an additional two years under the same terms and
conditions.
NOWTHEREFORE, in consideration of the mutual promises set forth herein, it is
agreed by and between AHA and the GTC that:
1. The prior agreement executed between the parties with an effective date of
September 1, 1998 and an expiration date of August 31, 1999 where the
CTC provided, and managed the provision by others of, EGG training under
the guidelines and curriculum of the AHA is hereby incorporated herein by
reference.
2. The term of the Old Agreement as set out in Paragraph 10.1 is hereby
extended to continue until August 31, 2001
All other terms and conditions of the Old Agreement shall remain in full force and
effect.
AGREED:
American Heart Association
Clearwater Fire Department
By:
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Title:
Date:
6/4/99