11/19/2003
1.6. Instructors: "Instructors" shall mean persons engaged or authorized by CTC or
Training Sites to teach Courses.
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.
1.4. Geographic Territory: The "Geographic Territory" shall mean the State of Florida.
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.
B. Advanced Cardiac Life Support
Provider Course(s)
Instructor Course(s)
A. Basic Life Support
Provider Course(s)
Instructor Course(s)
1 .2. Courses: "Course" or "Courses" shall mean the approved ECC courses listed
below in which Course Cards will be distributed.
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:
NOW THEREFORE, in consideration of the mutual promises set out herein, the parties hereby
agree as follows:
WHEREAS, CTC would like to provide, and manage the provision by others of, ECC training
under the guidelines and curriculum of the AHA;
WHEREAS, the AHA is a nonprofit organization dedicated to fighting heart disease and stroke
and sets guidelines for emergency cardiovascular care ("ECG") and ECC training;
.t
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
Monroe County BOCC, with its principal place of business at 490 63rd Street, Suite 170,
Marathon, Florida 33050, (hereinafter "Community Training Center" or "CTC").
Community Training Center
Agreement
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. AHA Materials:
2.4.3. CTC shall submit statistical data and/or reports to the AHA as required
under the Program Guidelines.
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.
2.4.1. 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. Rosters and Course Completion Cards:
2.3. The CTC will support local public advocacy Chain of Survival activities, e.g.,
public access defibrillation.
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.
"
2.1. 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. Responsibilities of Community Training Center:
1.7. Program Guidelines: "Program Guidelines" shall mean the then current
Guidelines for Cardiopulmonary Resuscitation and Emergency Cardiac Care,
andthe CTC Program Administration Manual dated January 1,2001, 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.
Page 2
CTC/AHA Agreement
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
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.
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 Guid~lines.
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.
4. Dispute Resolution:
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.
~
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.
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.
Page 3
CTC/AHA Agreement
9.1. The CTC represents that it is a governmental entity that, by law, is not permitted to
indemnify the AHA. However, the CTC agrees that it shall be responsible for any
claims, damages, liabilities, suites and expenses it may incur which arise out of or
in connections with (a) Courses offered or provided by the CTC, Training Sites,
9. Indemnification:
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.
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.
8.2. 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 acknowtedges 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.
8.1. 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. Proprietary Rights:
7. Conflict of Interest: CTC acknowledges that the AHA's conflict of int~rest 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.
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.
Page 4
CTC/AHA Agreement
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.
11.3. 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 this Agreement on behalf of CTC.
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.
11.1. Assignment This Agreement may not be assigned by CTC without the prior
. written consent of the AHA.
.11. General Terms:
10.4. This Agreement may also be terminated by either party, without cause, upon
sixty (60) days' prior written notice.
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.
10.2. Upon termination or expiration, with or without cause, all unused Course Cards,
rosters, and monitoring forms shall be delivered to the AHA.
10.1. The term of this Agreement shall be for a two-year period, beginning on
December 1. 2003 and ending on November 30. 2005. 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.
--
Term and Termination
10.
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.
Instructors, their employees or agents, (b) acts or omissions of the CTC, Training
Sites and/or Instructors, and (c) any breach by the CTC and/or Training Sites of the
terms of this Agreement.
Page 5
CTC/AHA Agreement
Last revised: 5/01
~
Date:September 29, 2003
Date: November 19, 2003
Title: Mayor
Title: ECC Reaional Manaaer - South Florida
B~
By: ~?&; Y7/. ~
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. ~ e e r=
'7 ...... 0 rrI
:x.,.,Z rr1 _
11.11. Survival: The following paragraphs, including their subparagraph~jiIl s~iv~
termination of this agreement: 4.2, 8, 9, 11.2, 11.6, 11.7, 11.8, 1 -gHffd 1~11.0
C:=::J<: ;;0
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AGREED: ;":r~ C5 n
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:Po r., 0 ."U
American Heart Association, Inc. Monroe County BOCC . r..n.""
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.
11.8. 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.
11.7. 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.
11.6. 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 arw party hereto or any
third party. No provision in this Agreement shall give any entity any right of
subrogation against any party hereto.
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.
Page 6
CTC/AHA Agreement