HomeMy WebLinkAboutAgenda Report - August 16, 2017 C-11CITY OF LODI
COUNCIL COMMUNICATION
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AGENDA ITEM
Ct-i I 1
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute American Heart
Association Training Site Agreement between the City of Lodi and Lodi
Memorial Hospital Association, Inc., a Nonprofit Public Benefit
Corporation Doing Business as Lodi Health
MEETING DATE:
PREPARED BY:
August 16, 2017
Fire Chief
RECOMMENDED ACTION:
Adopt resolution authorizing City Manager to execute
American Heart Association Training Site Agreement
between the City of Lodi and Lodi Memorial Hospital
Association, Inc., a nonprofit public benefit corporation
doing business as Lodi Health.
BACKGROUND INFORMATION: Lodi Health Training Center wishes to enter into a five year
contract with the City of Lodi Fire Department to provide emergency cardiovascular care (ECC)
training. The American Heart Association has authorized Lodi Health's Training Center to
engage qualified persons or organizations to teach ECC courses under the guidelines and
curriculum of the American Heart Association.
This agreement shall commence on the effective dates and continue for a term of five years (5),
unless terminated earlier. 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.
FISCAL IMPACT:
None
Larry "ooney
Fire Chief
Attachment A — American Heart Association Training Site Agreement
APPROVED:
St
abauer, Sit .Manager
Lodi
Health
LODI MEMORIAL HOSPITAL ASSOCIATION, INC.
AND
(LODI FIRE)
AMERICAN HEART ASSOCIATION
TRAINING SITE AGREEMENT
This Training Site Agreement ("Agreement") is entered into as of February 21, 2017
(the "Effective Date") by and between Lodi Memorial Hospital Association, Inc., a California
nonprofit public benefit corporation doing business as Lodi Health ("Training Center"), and
City of Lodi, a municipal corporation "Training Site").
WHEREAS, Training Center has been designated as a Training Center by the American
Heart Association ("AHA"), a nonprofit organization dedicated to fighting heart disease and
stroke and sets guidelines for emergency cardiovascular care ("ECC ) and ECC training;
WHEREAS, the AHA has authorized Training Center to engage qualified persons or
organizations to teach ECC courses under the guidelines and curriculum of the AHA;
WHEREAS, Training Center wishes to engage Training Site to provide ECC training to
students enrolled in ECC training and Training Site wishes to so contract with Training Center.
NOW THEREFORE, in consideration of the mutual promises set out herein, the parties
hereby agree as follows:
1. Definitions:
AHA Materials: "AHA Materials" shall mean all ECC materials published by the
AHA, including, but not limited to, textbooks, instructor's manuals, exams,
answer keys, toolkits, newsletters, and Course Completion Cards.
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 Life Support
Provider Course(s)
Instructor Course(s)
1.3. Course Cards: "Course Cards" shall mean those cards bearing the AHA
Servicemarks and ECC logo, which Training Site 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 mean California and
Nevada.
1.5. Instructors: "Instructors" shall mean persons engaged or authorized by Training
Site to teach Courses.
1.6. Program Guidelines: "Program Guidelines" shall mean the then current Guidelines
for Cardiopulmonary Resuscitation and Emergency Cardiovascular Care, and the
then current Program Administration Manual: Guidelines for Program
Administration and Training, 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. Training Site acknowledges receipt of a set
of Program Guidelines.
2. Responsibilities of Training Site:
2.1. Courses: Training Site shall conduct courses and shall authorize Instructors to
conduct courses only within the Geographic Territory. Training Site shall ensure
that all Courses taught by Training Site and/or instructors conform to the
requirements of the Program Guidelines and the curriculum set out in the
applicable AHA Instructor's Manuals. Training Site acknowledges and agrees that
this Agreement is non-exclusive and that the AHA may enter into Training Center
and Training Site Agreements with other parties within the Geographic Territory.
2.2. Training Site Coordinator: Training Site shall designate a primary contact
(`Training Site Coordinator") between Training Site and Training Center
regarding all administration of ECC training, including, but not limited to,
customer service, Course scheduling, card issuance, and records maintenance and
retention. Training Site shall provide the name, telephone number and email
address of Training Site Coordinator to Training Center within thirty (30) calendar
days following such designation. Training Site shall ensure that any new Training
Site Coordinators attend an orientation with AHA within thirty (30) calendar days
following execution of this Agreement or, in the case of staff turnover, within
thirty (30) calendar days following designation as a Training Site Coordinator.
2.3. Training Site Administrator: In the event that Training Site designates a Training
Site administrator ("Training Site Administrator") in addition to the Training Site
Coordinator to coordinate Training Site's activities under this Agreement,
Training Site shall provide the name, telephone number and email address of such
Training Site Administrator to Training Center within thirty (30) calendar days
following such designation. Training Site shall ensure that any new Training Site
Administrator attends an orientation with AHA within thirty (30) calendar days
following execution of this Agreement or, in the case of staff turnover, within
thirty (30) calendar days following designation as a Training Site Administrator.
2.4. Training Site Instructors: Training Site shall provide Training Center with the
names and type (B=BLS,) of each Training Site instructor ("Instructor").
Instructors shall be responsible for setting Course tuition for their respective
classes.
2.5. Training Site shall comply with the requirements of the Program Guidelines
including, but not limited to:
2.5.1. Training Site shall promptly notify, forward, or otherwise communicate to
its Instructors all correspondence from the American Heart Association
regarding changes to science or curricula.
2.5.2. Training Site shall ensure that equipment and manikins are properly
decontaminated in accordance with the AHA's "Equipment
Decontamination Guidelines for CPR Training", on the AHA Instructor
Network dated April 23, 2012.
2.6. Training Site 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, and shall support local public advocacy Chain of Survival
activities, e.g., public access defibrillation.
2.7. Rosters and Course Completion Cards:
2.7.1. Training Site must issue Course Cards within twenty (20) calendar days
following receipt of completed roster and Course documents from
Instructors. Training Site shall safeguard Course Cards from unauthorized
distribution. It shall limit the distribution of Course Cards only to persons
who are students of Training Site and/or Instructors and who have met the
requirements for receipt of Course Cards in accordance with Program
Guidelines. Only the approved Training Site Coordinator or a Training Site
employee designated by the Training Site Coordinator and acting under the
direct supervision of the Training Site Coordinator may receive Course
Cards from distributors and the Training Site 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. Training
Site shall ensure that only the appropriate type of Course Card, as set out in
the Program Guidelines, is issued to each student.
2.7.2. Training Site shall be responsible to determine the pass/fail and/or
remediation of students. Passing on the written examination for each
Course requirement is eighty-four percent (84%) or greater. Training Site
acknowledges and agrees that Training Center may terminate this
Agreement in the event that Training Site passes any student who has not
successfully completed the AHA requirements. If retesting is offered, it
must be completed within five (5) days of the class date.
2.7.3. Training Site may not substitute any other organization's card for the
appropriate AHA Course Card, or issue any Course Card not currently
authorized for an AHA Course, or use non -AHA course materials in lieu of
AHA materials to teach an AHA Course.
2.7.4. Training Site shall maintain rosters and records for all Courses conducted
by Training Site for at least 3 years after the date the Course was
conducted.
2.7.5. Training Site shall submit the following information to Training Center
with ninety-six (96) hours of Course completion:
2.7.5.1. Fully completed 2011 (or later) Course roster for selected AHA
Course. Students must print in their own writing their names and
addresses on the back of each roster as evidence that they were in
attendance. Training Center will not accept rosters reflecting
Training Site's non-compliance with the maximum number of
students per Instructor, as described in the AHA Course guidelines
2.7.5.2. If HeartCode or Anywhere computer program was utilized to
complete Part 1 of the Course, the computer-generated certificate
shall be included with the roster
2.7.5.3. Documentation of manikin/equipment decontamination on the
roster
2.7.5.4. Photocopies of all AHA evaluations (one for each participant)
using the latest version for the selected AHA Course
2.7.5.5. Course evaluation summary
2.7.5.6. Fees for AHA cards
2.8. AHA Materials:
2.8.1. Training Site may purchase AHA Materials from third party distributors
subject to the distributor's policies regarding payment terms, prices,
shipping, and handling.
2.8.2. Training Site 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 AHA Course exams and/or answer keys. AHA
Course exams and/or answer keys may be used only for provision of
Courses under this Agreement. Training Site may duplicate, in whole,
AHA Course exams, and authorize Instructors to duplicate, in whole, AHA
Course exams to be used only for the provision of Courses under this
Agreement. Unauthorized copying, re -selling or distribution of AHA
Course exams and answer keys by Training Site or Instructors is
prohibited.
3. Reviews: The AHA may monitor and/or review 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. Training Site shall
provide the AHA with access, as needed, to Training Site facility 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, Training Site agrees that any disputes regarding
Course curriculum, Training Site's 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.
4.3. In the event any dispute arises at Training Site during a course, the lead Instructor
("Lead Instructor") shall first attempt to resolve the dispute, and if not resolved,
then the matter shall be submitted to the Training Site faculty. If the parties fail to
resolve the matter, Training Site shall submit the matter in writing to Training
Center for resolution. Training Center shall be responsible for documenting any
agreement reached regarding disputed matters, and such agreement shall be signed
by each involved party. If the matter results in any disciplinary action to be taken,
written documentation reflecting such action shall be placed in the Instructor's
file, if applicable, or remain on file with Training Site. In the event that the parties
are unable to reach agreement as to the disputed matter, Training Center shall
submit the matter shall be submitted to the AHA for final resolution.
5. Costs and Fees: All costs of providing Courses and fees charged to students shall be the
responsibility of the Training Site. The AHA shall not have any responsibility for any
costs incurred, or fees charged, by Training Site. Training Site shall ensure that all
participants are made aware that the AHA is paid no fees by Training Center, Training
Site, or any Instructor, and the AHA has no financial interest in the business of Training
Center, Training Site, or any Instructor. Training Site shall inform participants that use of
the Course materials in an educational Course does not represent sponsorship by the
AHA, and any fees charged for such a Course, with the exception of the fees covering the
cost of Course materials, do not represent income to the AHA.
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. Training Site is solely responsible for carrying out its
responsibilities under this agreement. Employees of Training Site are not, and shall not be
considered employees of the AHA. Without limiting the foregoing, Training Site
acknowledges and agrees that the AHA shall have no responsibility for any activities of
Training Site, including, but not limited to, its conduct of courses, employment,
supervision and training of Instructors and other employees or agents, Training Site's
scheduling of Courses, Training Site's obligation to provide Courses to third parties, or
Training Site's 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: Training Site 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
Training Site employees from acting as AHA volunteers in the ECC program. Training
Site 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. Training Site acknowledges and agrees that all Instructor information is
proprietary to the AHA. Instructor information includes but is not limited to the
date(s) on which Instructor took the Instructor Course(s) or Renewal Course(s),
Course location, monitoring reports, teaching history, and contact information for
Instructor, including address, phone and email address. Instructor information
must be delivered to the AHA upon request.
8.2. Training Site acknowledges and agrees that copyright in AHA Materials is owned
by the AHA. AHA Materials may not be copied, in whole or in part, whether in
print, electronically, on the World Wide Web ("Web") or in any other format, and
may not be adapted without the prior express written consent of the AHA.
8.3. The name "American Heart Association," the heart -and -torch logo", and the
slogan "Learn and Live" (hereinafter collectively "AHA Servicemarks") are
servicemarks of the American Heart Association, Inc. Training Site 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.
8.4. Training Site'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. Training Site 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.
9. Indemnification:
9.1. Training Site hereby agrees to indemnify, defend, and hold harmless Training
Center and the AHA, their affiliates, officers, employees, volunteers, and agents,
from and against all claims, damages, liabilities, suits, and expenses (including
reasonable attorney's fees) arising out of or in connection with (a) Courses offered
or provided by Training Site, Instructors, its employees or agents; (b) acts or
omissions of Training Site and/or Instructors; and (c) any breach by Training Site
of the terms of this Agreement. However, this indemnity obligation shall not
extend to claims, damages liabilities, suits and expenses caused solely from the
science content of any AHA Materials when used by Training Site in full
compliance with the Program Guidelines and the curriculum set out in the
applicable AHA Instructor's Manual.
9.2. In no event shall the AHA and/or its affiliates nor their officers, employees,
volunteers or agents be liable to Training Site for any direct, indirect, special,
consequential, or incidental damages.
9.3. For the duration of this Agreement Training Site shall maintain at its expense
general liability insurance from a carrier rated A, VII or better, or through a
program of self-insurance, 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. Training Site 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. This Agreement shall commence on the Effective Date and continue for a term of
five years (5) years, unless terminated earlier as provided herein.
10.2. Following expiration or termination of this agreement for any reason, Training
Site may not issue any Course Cards.
10.3. All procedures listed in the Program Guidelines regarding the retention or
handling of unused Course Cards, completed rosters, completed monitoring forms
and other records must be followed upon termination or expiration, with or
without cause. Notwithstanding the foregoing, Training Site shall deliver all such
records to Training Center upon request.
10.4. 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. Training Site
acknowledges and agrees that breach includes, but is not limited to, failure by
Training Site to comply with program and/or curriculum guidelines, and that
neither Training Center or the AHA nor its affiliates nor their officers, employees
volunteers or agents shall have any liability for any resulting termination under
this Agreement.
10.5. This Agreement may also be terminated at any time by either party, without cause,
upon not less than sixty (60) days' prior written notice.
11. General Terms:
11.1. Assignment: This Agreement may not be assigned or transferred by Training Site
without the prior written consent of Training Center. Notwithstanding the
foregoing, Training Site may assign or otherwise transfer this Agreement to any
affiliate or successor of Training Site, provided that Training Site shall provide
written notice of such assignment to Training Center.
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. Representations and Warranties: Training Site warrants and represents that upon
execution hereof, this Agreement shall be the legal, valid and binding obligation
of Training Site, enforceable against Training Site 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 Training Site.
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
Training Center 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 hereunder shall be in writing, delivered personally, by
certified or registered mail, return receipt requested, or by overnight courier, and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, postage prepaid, or deposited with the
overnight courier, addressed as follows:
If to Training Center: Lodi Memorial Hospital Association, Inc.
doing business as Lodi Health
975 S. Fairmont Avenue
Lodi, CA 95240
Attn: Donna Schulz, RN, MSN, CDE
Copy to:
If to Training Site:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Larry Rooney, Fire Chief
or to such other persons or places as either party may from time to time designate
by notice pursuant to this Paragraph.
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
California 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, 10.3, 11.2, 11.6, 11.7, 11.8, 11.9 and
11.11.
[Signature Page follows]
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
TRAINING CENTER:
LODI MEMORIAL HOSPITAL ASSOCIATION, INC.
LODI HEALTH
By:
Name: Debbe Moreno, RN, CNO
Title: Chief Nursing Officer
TRAINING SITE:
CITY OF LODI, A MUNICIPAL CORPORATION
By:
Name: Steve Schwabauer
Title: City Manager
Appr vrd as to fora
City Attorney
RESOLUTION NO. 2017-156
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMERICAN HEART ASSOCIATION
TRAINING SITE AGREEMENT BETWEEN THE CITY OF LODI AND
LODI MEMORIAL HOSPITAL ASSOCIATION, INC., A NONPROFIT
PUBLIC BENEFIT CORPORATION DOING BUSINESS AS LODI HEALTH
WHEREAS, the City of Lodi is a public agency located in the County of San Joaquin,
State of California; and
WHEREAS, Lodi Health Training Center wishes to enter into a five-year contract with the
City of Lodi Fire Department to provide emergency cardiovascular care (ECC) training; and
WHEREAS, the American Heart Association has authorized Lodi Health's Training
Center to engage qualified persons or organizations to teach ECC courses under the guidelines
and curriculum of the American Heart Association; and
WHEREAS, American Medical Response West, a California Corporation ("AMR") will
provide license and support as set forth in Exhibit B to the Agreement; and
WHEREAS, this agreement shall commence on the effective dates and continue for a
term of five years, unless terminated earlier; and
WHEREAS, 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
business days after receipt of written notice describing the breach; and
WHEREAS, staff recommends that the City Council authorize the City Manager to
execute the agreement on behalf of the City of Lodi.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute the American Heart Association Training Site Agreement
between the City of Lodi and Lodi Memorial Hospital Association, Inc., a nonprofit public benefit
corporation doing business as Lodi Health.
Dated: August 16, 2017
I hereby certify that Resolution No. 2017-156 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held August 16, 2017 by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, Nakanishi, and
Mayor Kuehne
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
JEN NIFERI. FERRAIOLO
`pity Clerk
2017-156