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"C ::::s c 15 =:l ~ 0 <D LU "C <{,' ffi ' :;: Ol Ol ttl ~ => .12 III UJCl ttl .5 "C"C Ol c :!::::::co: 0- ~ Ol <D ..o"C c >,=:l ttl_ jg E 0 UJ :;: 5 :;: ttl"C rn I C ""'j" >om ~ III 0 .!!? .!!? ~ ~ ~:2: .a o - c Ol E o o C') '<t OJ o o N >. ttl :2: o >, ttl "C ~ (0 .!!? .<:: - W ::E i= o z o o W (/) "C OJ o o N >. ttl :2: o >, ttl "C ~ (0 .!!? .<:: - e ~u \e W -1D tj~low fJ:J'd(b<) - O",lP MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING (hereinafter called the "Memorandum") is made in duplicate as of the 3rd day of April 2008 Between The CORPORATION OF THE COUNTY OF BRUCE (hereinafter called the "COB") and The MUNICIPALITY OF KINCARDINE "Underwood Community Centre" (hereinafter called MOKUCC) WHEREAS the Heart and Stroke Foundation of Ontario (HSFO) is actively collecting financial contributions for the purposes of funding the purchase and placement of Automated External Defibrillators (hereinafter called AEDs) in public settings in communities throughout the province of Ontario. WHEREAS the Heart and Stroke foundation has entered into an agreement with the County of Bruce (COB) whereby funding will go towards the placement of AEDs in the COB; WHEREAS the COB has developed the framework for a public access defibrillator program and has the necessary infrastructure and community support in place (hereinafter called PAD program); WHEREAS the HSFO and the COB have a declared mutual interest in a project which would result in Automated External Defibrillators being placed at public sites chosen by the COB, the HSFO and MOKUCC, within the County of Bruce; THEREFORE, in consideration of mutual covenants and understandings herein contained, the COB and MOKUCC agree as set out below: 1. AED Proiect: County of Bruce The COB and MOKUCC (hereinafter called singly "a party" and collectively "the parties") agree to fully collaborate on this project or initiative. The parties agree they will jointly: a) The COB and the Recipient acknowledge that this funding is specific to this project only and shall not be construed to be an obligation by the COB to any other equipment, devices, training, training materials or any other activity outside the scope of this agreement. b) It is acknowledged that the COB will be responsible to provide the initial installation and for the appropriate training related to each AED deployed. Ongoing maintenance for each AED placed under the project will be the responsibility of MOKUCC. Further, it is acknowledged that COB has no ongoing responsibilities of any nature in respect to the service, maintenance, ownership, repair, replacement or training in respect to units deployed with respect to this project. 2. RESPONSIBILITIES OF MOKUCC MOKUCC, through its Administrator, shall be responsible for: a) Identifying and making available for training, a minimum of six (6) individuals per AED site; b) Where preferred by MOKUCC, providing this training (at a cost approved by COB) and proof of such training for each unit installed, by instructors appropriately certified in compliance with HSFO approved guidelines. c) In conjunction with COB, identifying locations for installation of wall cabinets and identification plaques, and arranging for installation of same. d) Conduct preventative maintenance equipment check on the PAD each month, using the check sheet and instructions provided. e) Contact Bruce County Emergency Services Department as soon as appropriate (next business day) if and when the PAD has been used in an emergency. f) Responsible for funding the replacement of disposable electrode pads if electrode pads have been used in an emergency or when electrode pads have expired. g) Responsible for funding the replacement of batteries when the PAD has been used in an emergency or when the batteries expire. h) Instituting a financial plan for maintenance of AED units beyond their five (5) year warranty period, and replacement of units once they reach the end of their expected ten (10) year lifespan; i) A representative from Bruce County Emergency Services will be allowed access to the building and the PAD during normal business hours to extract emergency information saved on the PAD, and conduct any other PAD business required. j) Fund the repair of any PAD that requires repairs, during the term of this agreement. k) The MOKUCC is solely responsibie for any lost, stolen or damaged equipment. I) Facilitating communications about this project in the form of a press release, press conference or other communication vehicles as mutually agreed; m) Promoting the HSFO and COB as partners in the project within the County of Bruce; and n) Facilitating achievement of the objects of this Memorandum. The MOKUCC acknowledges that this funding is specific to this project only and shall not be construed to be an obligation by COB to any other equipment, devices, training, training materials or any other activity outside the scope of this agreement. 2 Further it is acknowledged that except as stated in this memorandum, COB has no ongoing responsibilities of any nature in respect to the service, maintenance, ownership, repair, replacement or training in respect to units deployed with respect to this project. 3. RESPONSIBILITIES OF COB The COB, through the PAD program coordinator, shall be responsible for: a) Funding specific costs including that of the AED unit, wall cabinet, related training as well as the cost of items listed below in c) and d) of this section b) Transferring ownership of the AED unit(s) and related accessories to MOKUCC under the terms of this memorandum; c) Providing (or funding through a third party) the necessary training and materials for approximately, but not limited to six (6) trainees per AED site, in AED operation and application in compliance with HSFO approved guidelines; d) Undertaking to brand the cabinets within which the AEDs are kept and/or the wall adjacent to them with the HSFO logo, the COB logo and other relevant Sponsor(s) logo(s), as appropriate, and a legend that reads something to the effect of "This device made possible in part through the generous contribution from the Heart and Stroke Foundation of Ontario and its donors"; e) Making available information, access to data, and generally facilitating the conduct of this project including specific sites identified, criteria used to select sites and organization and operation of training programs necessary; f) to keep HSFO up to date on roll out of the devices; g) to provide ongoing data related to the AEDs including, but not limited to, number of events, number of saves, any other lessons which can be utilized by HSFO to help in potential, future research projects or research information; h) Facilitating achievement of the objects of this Memorandum. 4. CONFIDENTIALITY a) All access by each party to data for statistical gathering, including proprietary information (hereinafter called the "Confidential Information"), owned by the other party is made on a strictly confidential basis. Neither party shall divulge the Confidential Information of the other party without the prior, written consent of that party. Each party shall take reasonable precautions to prevent its employees or agents from using or disclosing such Confidential Information, but in no event in a manner that is less protective than that used by such party to protect its own Confidential Information. b) The obligations under paragraph 5(a) above shall not apply with respect to information that: (i) is or becomes available to the public through no fault of the party that would otherwise have a confidentiality obligation with respect to such information; (ii) is lawfully 3 received, by the party who would otherwise have a confidentiality obligation with respect to such information, from a third party who is not subject to disclosure restrictions; (iii) is independently developed by either party without using the other party's Confidential Information; or (iv) is disclosed by law. Notwithstanding the foregoing, the parties acknowledge and agree that they will respect the spirit of the Personal Information Protection and Electronic Documents Act (the "Act"), and in the event of a conflict between a provision of this Memorandum and a provision of the Act, the provision of the Act shall prevail. 5. INTEllECTUAL PROPERTY a) Subject to the provisions of this Memorandum, the parties hereby grant each other a royalty free, non-exclusive license to use and display their approved logos in connection with the activities mentioned in this Memorandum, on materials and in the manner determined by the parties on a case-by-case basis. The parties expressly retain all other rights in their logos, service marks, trademarks, copyrights and other such intellectual property. For greater certainty, the parties agree not to use the whole or any part of any logo, service mark or trade- mark, and not to permit the same to be displayed or used by third parties, unless all parties have provided specific written pre-approval for such use. b) Each party acknowledges that the provisions of this Article 5 do not convey to a party any ownership interest in the intellectual property of the other party, other than as expressly set forth and described herein. c) Ownership of any intellectual property rights, including copyrights and trade-marks, in and to any materials produced with respect to this Memorandum shall be agreed to by the parties, prior to the creation of such materials, on a venture-by-venture basis. In the event that the parties do not reach such a prior agreement concerning certain materials, then the intellectual property rights in and to these certain materials shall be owned jointly and equally during the term of this Memorandum. 6. LIABILITY Neither party shall be liable for any indirect, consequential or other similar damages suffered or incurred by the other party in connection with this Memorandum including, but not limited to, loss of revenues or savings by the other party, or for any demands, claims, actions or proceedings against the other party by any other person that is not a party to this Memorandum. Notwithstanding the foregoing sentence, each party (hereinafter called the "indemnifying party") shall indemnify, defend and hold harmless the other party (including its agents and representatives) from and against any and all direct damages including, but not limited to, demands, claims, actions, proceedings and charges of any kind arising from or in connection with: (a) the indemnifying party's breach of any provision of this Memorandum; and (b) the negligence, willful misconduct or illegal activities of the indemnifying party or its agents or representatives. b) MOKUCC agrees that the COB shall not be held liable for fulfilling its obligations hereunder and shall be indemnified and saved harmless by MOKUCC with respect to any claims, losses, expenses, damages or liabilities incurred by it, except to the extent that such claims, losses, expenses, damages or liabilities result from COB's own willful misconduct. ~ 7. TERM AND TERMINATION a) The term of this Memorandum shall be April 3, 2008 to April 3, 2011. b) This memorandum may be extended with mutual consent of the parties. c) This Memorandum shall be immediately terminated after receipt by a party (hereinafter called the "defaulting party") of a termination notice from the other party (hereinafter called the "non- defaulting party"), if the defaulting party fails to fulfil any of its obligations under this Memorandum, unless the defaulting party remedies the default to the satisfaction of the non-defaulting party within 30 days after receipt of the notice d) Upon termination of this Memorandum: I. each party shall immediately cease all communications and actions promoting the other's involvement or connection with this project; II. each party shall, as soon as is reasonably feasible, cease all use of the other party's intellectual property; and e) In the event that this Memorandum is terminated for any reason or expires any terms and conditions required for the interpretation of this Memorandum, or necessary for the full observation and performance by each party, shall survive such termination or expiry. 8. MISCELLANEOUS PROVISIONS a) Nothing contained in this Memorandum shall place the parties or their employees or affiliates in the relationship of partners, principal-agent, or employer-employee and neither party shall have any right to obligate or bind the other in any manner whatsoever. b) Neither party shall assign its rights or obligations under this Memorandum without the prior written consent of the other party, and any assignment without consent shall be null and void. c) All notices, requests, or other communications to be given by a party hereto shall be in writing (including facsimile or similar writing) and shall be given: To the COB at: The Corporation of the County of Bruce Bruce County Administration Centre 30 Park Street, P.O. Box 70 Walkerton, Ontario NOG 2VO Alln: PAD Coordinator To: The Municipality of Kincardine R.R. #5 Kincardine, Ontario N2Z 2X6 5 or such other address as such party may hereafter specify by notice to the other party. Each such notice, request, or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the specified facsimile number and the appropriate answer back is received or (ii) if given by any other means, when delivered at the specified address. d) Neither party shall be responsible for delays, failure, or omissions due to any cause beyond its reasonable control, wherever arising and not due to its own negligence and which cannot be overcome by the exercise of due diligence, including, but not limited to, riots, fires, earthquake, floods, storms, lightning, epidemics, war, disorders, hostilities, expropriation or confiscation of properties, interference by civil or military authorities or acts of God. e) This Memorandum contains the entire agreement between the parties, superseding any and all prior verbal or written communications with respect to the terms hereof, and may only be altered, modified, or changed by a written document signed by the parties. f) Each party represents and warrants to the other that it has full power to enter into and perform this Memorandum and to grant the rights herein granted, and that the person signing below on its behalf has been properly authorized and empowered by it to execute this Memorandum. The COB and MOKUCC have caused this Memorandum of Understanding to be duly executed by the authorized representatives of the parties. rl~yl It' <=t Oat / CORPORATION OF THE COUNTY OF BRUCE (COB) ~ C~Ih..Prp, 3/ ~ i WARDEN Qate ~(jAP~CII\ Frpv'3iD? R -TREASURER Date The Municipality of Kincardine (MOKUCC) HCl~or ffij \lYot'mfr" ..:-c'--~"--~c~J melli/Of tAO - JDhn ctdo;rnm\ \ Date 6