HomeMy WebLinkAboutContract 36634CITY SECRETARY
CONTRACT No.f /
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American Red Cross I Authorized Provider Agreement
This Authorized Provider Agreement ("Agreement") is between
Chisholm Trail Chapter
("Chapter")
and
City of Fort Worth
("Authorized Provider" or "CITY")
The Chapter is a unit of the American National Red Cross, anot-for-profit corporation chartered by an act of U.S.
Congress, the principal place of business of which is located at 1515 South Sylvania Avenue, Fort Worth, Texas
76111, and among other things, provides First Aid, CPR, AED, Aquatics, Water Safety, HIV/AIDS Prevention
Education, mission -related care giving and other health and safety education programs.
The principle place of business of the CITY is located at 1000 Throckmorton Street, Fort Worth, Texas 76102. The
term CITY shall include its officers, agents, employees, or authorized representatives.
The Chapter desires to work with the CITY to provide American Red Cross training services 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 CITY
(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 CITY's employees, members, and/or clients in the CITY's
provision of American Red Cross training courses at the fees set forth in Appendix A ("Fees"). The
guaranteed fees set forth in Appendix A shall include record keeping, certificate processing, administration,
promotional assistance, and support services ("Fees"). Any additional services may be available for additional
fees as outlined in Appendix A ("Additional Services"). Fees in Appendix A may change pursuant to Section
3.0.
1.2 .Train all potential instructors from the CITY to teach the Courses ("Training") at the Training fees set forth in
Appendix A ("Training Fees") 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
("Course Instructor"). A complete list of the CITY's Course Instructors is set forth in Appendix B, which shall
be unilaterally modified by the Chapter in the event Course Instructors are added or deleted. Fees in Appendix
A may change pursuant to Section 3.0.
1.3 Upon request and depending on availability: (a) subject to Paragraph 2.10, use best efforts to provide
the CITY with equipment that the CITY does not possess which is necessary for a Course 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 CITY a minimum of 90
days prior to implementation. Fees in Appendix A may change pursuant Section 3.0.
1.4 Maintain all Course records provided to the Chapter by a Course Instructor ("Course Records") for a period of
five (5) years following the date of the Course.
1.5 Support and evaluate the Course Instructors by providing them with the following: (a) Ap ,livable policies snd
procedures and any revisions or modifications thereto; (b) upon expiration of a Course Instructor'scjlill''J?
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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.
1.6 Provide invoice to the Authorized Provider within 10 days unless otherwise specified in Appendix A, for the
fees related to the Courses, Equipment rental, and Course Materials, Additional Services, Training, and
retraining of courses ("Fees") set forth in section 1.9 below.
1.7 Verify all Course Instructor authorizations and notify the CITY in the event a Course Inshuctor is no longer
authorized to teach Courses.
1.8 Throughout the Term of this Agreement (as defined in Paragraph 5.1)3 maintain a close and ongoing
supportive relationship with the CITY and its Course Instructors by contacting the CITY a minimum of 3
times per year. Contact for a National Account Network AP is quarterly.
1.9 If during any phase of evaluation, the training conducted by the CITY's Course 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 ("Course Participants") where training was found to be
below minimum standards, the retraining will be conducted by the Chapter. The CITY will be responsible for
the cost of retraining as outlined in Paragraph 2.4. The Chapter will invoice the CITY 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.
1.10 Designate Teresa Filkins, Customer Service Representative, 817-335-9137 extension 215 or 817-336-8710
selection 3, filkinst@usa.redcross.org Fax 817470-2248, as a representative of the Chapter to act as a point
of contact to the CITY at the address and telephone number set forth in Section 7 below ("Chapter
Representative") and notify the CITY within 10 days if that individual changes.
1.11 Unless otherwise indicated on the Course Record, arrange for completed Course certificates to be delivered to
the CITY at the address set forth in Section 7 within ten (10) business days at receipt of a properly
completed Course Record.
1.12 As needed and upon request, provide the CITY with any American Red Cross promotional materials for use
by the CITY in promoting the Courses.
2.0 Responsibilities of the CITY:
The CITY shall:
2.1 Identify qualified instructor candidates to be trained and authorized as Course Inst�•uctors and inform the
Chapter when it becomes aware of any modifications that should be made to Appendix B.
2.2 Support each Course Instructor's compliance with American Red Cross policies and procedures by ensuring
that such Course Insh•uctors: (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 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
Illy
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 ove The cost of
the retraining will be 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.
2.5 Provide payment to the Chapter within 10 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 CITY 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 a Course 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 ("ANRC"). Requests for any modifications to the Materials are to be channeled
through the Chapter. The CITY 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 his or• her own copy. Course
workbooks and textbooks cannot be used for more than one Course participant unless permission to do so is
granted by the Chapter in writing. National Account Network APs will not be granted rights to reuse
workbooks and textbooks 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 CITY. The CITY shall be responsible for the cost of any
damage to such Equipment while in the possession of the CITY. Upon receipt and inspection of the
Equipment, the CITY shall report to the Chapter any Equipment in need of service, repair, or replacement.
2.11 Red Cross insurance does not extend to the CITY and its Course Instr•uctor•s. Therefore, it is the responsibility
of the CITY to obtain adequate insurance or other financial responsibility to cover its operations and course
instruction.
2.12 Designate William Armstrong, City Safety Coordinator as a representative of the CITY 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 10 days if that individual changes. In the event the CITY 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 CITY shall allow the Chapter
Representative or a designee to inspect the CITY's real and personal property used to teach the Courses and to
perform random observations of the Course 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 Course 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.
All notify the CITY a minimum of 10 days prior to the effective date of any such fee changes. As part of this
notice, the Chapter will provide the CITY with a new Appendix A. If the CITY 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 and at the
locations set forth below:
Chapter Geographical Jurisdiction
Chisholm Trail Chapter Tarrant County, Texas
5.0 Term and Termination:
5.1 This Agreement shall commence on January 1, 2008 and shall be for a period of one (1) year ending on
December 31, 2008, with one option to renew for an additional one year period.
5.2 The total amount to be paid by the CITY to the Chapter shall not exceed $8,000.00 annually.
5.3 At any time, either Party may terminate this Agreement with thirty (30) days written notice to the terminating Party.
Party.
5.4 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.
5.5 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, e.g., notice of
termination of this Agreement, shall be given to each of the Parties in writing and delivered by certified U.S.
first-class mail, return receipt requested, to the names and addressees as follows:
If to the cha ter:
Chapter Name:
Address:
Chisholm Trail Cnapter, American Red Cross
1515 South Sylvania Avenue, Fort Worth Texas 76111
Attn:
Michael Mason, Director of Preparedness
Phone Number:
817-335-9137 extension 245 or 817-336-8710 selection 5
Fax Number:
817-870-2248
E-mail Address:
masonmi usa.redcross.or
If to the CITY:
CITY Name: Ci of Fort Worth
CITY Mailing 1000 Throckmorton Street
Address:
Fort Worth, Texas 76102
Attn.
Ron Josselet, Manager
Occupational Health and Safety Division
CITY Phone
Number:
817-392-7766
CITY Fax Number:
817-392-8526
CITY E-mail
Address:
ronjosselet(a,fortworthgov,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 Parry'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 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.
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 validity, legality and enforceability of the remaining provisions
shall not in any way be affected oi• impaired. 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
Chapters) of The American National Red Cross set forth in Section 4; that said Chapters) 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:
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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:
Michael Mas�ln
Director of Preparedness
ATTEST:
AUTHORIZED PROVIDER
(CITY) REPRESENTATIVE:
Date Karen L. Montgomery Date
Assistant City Manager / CFO
Name: a e
Title:
ATTEST:
APROVED AS TO FORM AND LEGALITY:
Assistant City Attorney Date
APRO-Ur AL
Karen Marshall
Director of Human Resources
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APPENDIX A
COURSES, EQUIPMENT, MATERIALS AND FEES
A. Courses: First Aid, CPR, AED
B. Equipment and Fees:
Equipment
3-Day
Rental Fee
Manikins (ALL)
$5.00
AED trainers
$5.00
02 Kit
$15000
BVM's
$5.00
Bab sitter's Kit
$15.00
Baby Anne
$5600
DVD (per DVD)
$5.00
C. Course Materials:
American Red Cross approved course materials are available through a strategic business alliance with
Staywell.
D. Training Fees:
Fee Descri tion
Fee Per Student
Authorized Provider Fee per Enrolled Students
$7.00
First Aid/CPR/AED Instructor Course Tuition
$125900
First Aid/CPR/AED Crossover/Re-entry Instructor Course Tuition
$90.00
Fundamentals of Instructors Training Instructor Course Tuition
$25.00
Authorized Provider Blended Learning Fee per Enrolled Students
$12.00
Emergency Response, Instructor Course Tuition
$275.00
Lifeguard Instructor Course Tuition
$215.00
Waterpark Lifeguarding Instructor Tuition in conjunction with LGI
$35.00
Self Study Classroom Bridge Instructor Course Tuition
Basic Level Course Fees plus
Instructor Material Cost
Babysitter's Training Instructor Course Tuition
$105.00
E. Special billing or payment instructions: Blanket Annual Agreement Purchase Order Numbers are
required with all orders for services or equipment rentals. Materials will be ordered through Staywell as the
sole source provider of American Red Cross supplies.
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APPENDIX B
COURSE INSTRUCTORS
Instructor Name
Instructor Address
Chapter of
Current Instructor
Authorization
Authorization
can teach classes)
Endsley, Sheri
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Thomason, Trisha
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Brogan, Matt
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Etchison, John
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Greene, Barbara
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Hamman, Anne
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Hunter, Michael
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Lacy, Adrienne
1000
Throckmorton
Street
Chisholm
Trail
First
Aid/CPR/AED
Fort Worth, Texas 76102
Chapter
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Letnes, Alison
1000
Throckmorton
Street
Chisholm
Trail
First Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Lorance, Dean
1000
Throckmorton
Street
Chisholm
Trail
First Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
McClurg, Jimmy E.
1000
Throckmorton
Street
Chisholm
Trail
First Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Taegel, Michael
1000
Throckmorton
Street
Chisholm
Trail
First Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
Turpen, Gwynne
1000
Throckmorton
Street
Chisholm
Trail
First Aid/CPR/AED
Fort
Worth, Texas
76102
Chapter
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APPENDIX C - FACILITY CONTACT
Facility Name and Address
Facility Contact
Facility Contact
Name
Phone Number
Fax Number
E-mail Address
Riverside Community Center
Whitney Ellis
(817) 871-7670
3700 E. Belknap Street
(817) 83 1 -3203
Fort Worth, Texas 76111
whitney.Ellis@fortworthgov.org
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