LICENSED TRAINING PROVIDER AGREEMENTitAmerican Preparedness and Health and Safety Services
Red Cross Licensed Training Provider Agreement
Licensed Training Provider Agreement
This Licensed Training Provider Agreement ("Agreement") is by and between The American National Red Cross
("Red Cross") and City of Clearwater (the "LTP") (each a "Party" and together the "Parties"), effective as of the
last date of signature ("Effective Date"), in order to permit the LTP's associated Red Cross certified instructors in
good standing ("Instructors") to license Red Cross training materials for the LTP's use in the instruction of Red
Cross training courses specified on Appendix B ("Courses") within the jurisdictions listed in Appendix C.
1. LTP Responsibilities. In connection with offering the Courses, LTP agrees that it will:
1.1. Require its Instructors to maintain Red Cross certifications appropriate for the Courses they will be
teaching.
1.2. Notify Red Cross within ten (10) business days of any additions, deletions, or changes to Instructors
permitted by LTP to teach on its behalf during the term of the Agreement.
1.3. Obtain Red Cross confirmation of the certification and authorization status of new LTP Instructors
before permitting such Instructors to teach a Course.
1.4. Be responsible for the oversight of LTP's Instructors and require that they teach Courses using Red
Cross course materials ("Course Materials"), and offer Courses in accordance with the current Red
Cross Training Provider Resource Guide, policies and procedures (collectively, the "Policies").
1.5. Herein understand and acknowledge that the Red Cross is only permitted to solicit, deliver services
and provide program support within the jurisdiction of the United States and its territories ("U.S."),
and LTP agrees to only teach Courses and otherwise perform under this Agreement in the U.S.
1.6. Permit Red Cross to perform random observations of LTP's Courses.
1.7. Permit Red Cross, in its sole discretion, to post LTP's contact and course information on its website to
allow potential course participants to search and locate them regarding Course availability.
1.8. Enter training records ("Course Records") with payment (credit card or invoice, if approved) and
other required information into the Learning Management System ("LMS") or any applicable
successive Red Cross electronic records system within five (5) calendar days of Course completion,
and comply with all terms and conditions of such system during such use.
1.9. Timely payment of the required fees in connection with the Agreement.
1.10. Recognize its responsibility for all liabilities arising out of LTP's performance under this Agreement.
LTP understands and acknowledges it is the responsibility of the LTP to obtain adequate insurance to
cover its performance, and the performance of its employees and contractors, under this Agreement,
as Red Cross insurance does not extend to LTP or its Instructors or other subcontractors.
1.11. Maintain a relevant, valid business License for the term of this Agreement.
2. Red Cross Responsibilities. To facilitate LTP's Course offerings, Red Cross agrees that it will:
2.1 Make Red Cross training content and Course Materials available to LTP's Instructors, at respective
additional fees, through a limited and non-exclusive license to use the Course Materials solely in
connection with the Agreement, which such license may not be assigned or sub -licensed.
2.2 Approve properly submitted Course Records and provide digital certifications for Course participants,
if applicable.
2.3 Provide LTP with access to Red Cross electronic resources allowing LTP to enter Course Records and
print Course certificates.
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olli ) American
Red Cross
Preparedness and Health and Safety Services
Licensed Training Provider Agreement
3. Term and Termination.
3.1 This Agreement will be effective as of the Effective Date and ends on the day before the thirty-six
(36) month anniversary thereof, unless earlier terminated as provided below.
3.2 Red Cross reserves the right to immediately terminate this Agreement if LTP does not abide by the
terms of this Agreement or the Policies.
3.3 The provisions of this Agreement, which by their very nature are incapable of being fully performed
or enforced prior to expiration or termination, shall survive any such expiration or termination of this
Agreement.
3.4 Either Party may terminate this Agreement with thirty (30) calendar days advance written notice to
the other Party.
4. Fees and Invoicing.
4.1 LTP will remit payment by credit card or will be invoiced, if approved.
4.2 Fees are set forth on Appendix B.
4.3 Customers who are approved will receive an invoice following the class. Payment in full is due thirty
(30) days from the date of the invoice. Payment of invoice is accepted by credit card or check only.
Past due amounts shall be subject to collections actions and may be referred to an external
collections agency which will result in the Customer's invoicing privileges being terminated. Credit
card payment will be required if invoicing privileges are suspended or terminated.
4.4 To make a payment by credit card, call 888-284-0607. To pay an invoice by check, include the
remittance advice showing the customer account name, number and invoice number and send to:
American Red Cross - Health & Safety Services
25688 Network Place
Chicago, IL 60673-1256
4.5 For questions or concerns about your invoice, please email billing@redcross.org or call the number
listed on the invoice.
4.6 Red Cross reserves the right to change its fees and related policies in its sole discretion upon thirty
(30) days advance notice of such changes. If the LTP does not agree to such changes, it has the right
to terminate the Agreement as of the date of such change.
4.7 If the Red Cross determines that any course offered by the LTP and/or its Instructors is not taught in
accordance with Red Cross Policies, the LTP will be responsible for any costs associated with the re-
training of course participants. Red Cross, in its sole discretion, will determine the appropriate party
to conduct the re-training, which may include the LTP or any Red Cross employee, volunteer, or
Licensed Training Provider.
5. Notices. Each Party's contact for notices under this Agreement is listed on Appendix A.
6. Confidentiality and Intellectual Property.
6.1 Except as required by applicable law or otherwise provided herein, each Party shall maintain the
confidentiality of all provisions of this Agreement or other confidential information, documents
and materials received for the purposes of this Agreement.
6.2 Red Cross is the owner of various trade names, trademarks, Course Materials and other
copyrighted and proprietary content ("Red Cross IP"). Subject to the terms and conditions of this
Agreement, Red Cross hereby grants LTP a limited and non-exclusive license to use the Red Cross
IP solely in connection with the Agreement and such license may not be assigned or sub -licensed.
Course Materials may be downloaded, reused or purchased; however, LTP agrees not to revise,
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American Preparedness and Health and Safety Services
Red Cross Licensed Training Provider Agreement
edit or create derivative works of any Course Materials or Red Cross proprietary content, in whole
or in part, unless specifically approved in writing by the Red Cross. LTP acknowledges and agrees
that (1) the Red Cross IP is a valuable asset of Red Cross and substantial recognition and goodwill
are associated with the Red Cross IP, (2) the license granted hereunder does not constitute a
transfer to LTP of any ownership rights in the Red Cross Marks, and (3) LTP's use of the Red Cross
IP shall inure solely to the benefit of Red Cross. Upon conclusion of this Agreement, any and all
licenses granted to use the Red Cross IP will terminate immediately.
7. Miscellaneous.
7.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and undertakings, both written and oral, between the Parties.
7.2 Amendments. This Agreement may only be amended or modified by the Parties in writing.
7.3 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 Red Cross and the Customer shall
promptly negotiate in good faith a lawful, valid and enforceable provision that is as similar in terms to
such Invalid Provision as may be possible while giving effect to the future benefits and burdens
accruing to the Parties hereunder. But, in no way shall the Invalid Provision affect the validity or
enforceability of any other portion or provision of this Agreement, regardless of the ability of the
Parties to negotiate a new provision.
7.4 Independent Contractors. Each Party shall furnish 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 any 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.
7.5 Assignment. This Agreement shall not be assigned in whole or in part without the prior written
consent of the other Party.
7.6 Dispute Resolution. The Parties will endeavor to settle any dispute arising out of or relating to this
Agreement. The Parties will consult and negotiate with each other in good faith and, recognizing
their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If
negotiation is unsuccessful, the Parties may resolve the dispute by mediation. If mediation is
unsuccessful or not utilized, then the Parties will resolve the dispute by panel arbitration
administered by the American Arbitration Association in accordance with its Commercial Arbitration
Rules, provided, however, a dispute relating to the title, use, validity, or other similar claims related
to intellectual property, including copyright, trademark, patent or trade secrets, shall not be subject
to the provisions in this Section related to arbitration. The place of arbitration will be Washington,
D.C. The Parties will equally split costs and expenses of arbitration, including arbitrators' fees but not
attorneys' fees. The award of the arbitrators shall be accompanied by a written opinion setting forth
the rationale for the decision. The panel may not award punitive or exemplary damages. The
decision will be final and binding. Judgment upon the panel's award may be entered by any court of
competent jurisdiction.
7.7 Governing Law. The Agreement is governed by the laws of the District of Columbia, without giving
effect to its choice or conflict of law rules.
8. Entire Agreement and Modifications. This Agreement constitutes the entire agreement between the Parties
and supersedes all prior agreements, understandings and representations, both written and oral, between
the Parties with respect to the subject matter of this Agreement. Amendments, addenda and waivers to this
Red Cross Licensed Training Provider Agreement —12.08.2017; Modified 10.31.2018hw Page 3
ItAmerican Preparedness and Health and Safety Services
) Red Cross Licensed Training Provider Agreement
Agreement will be effective only if made, in each case, by a non -preprinted document clearly understood by
both Parties to be an amendment, addendum or waiver, as the case may be. Any additional or different
terms or conditions contained in any purchase order, confirmation, receipt, invoice or similar document will
not be binding on either Party, whether or not such terms and conditions would materially alter this
Agreement (and even if the receiving Party has signed or otherwise acknowledged such purchase order,
confirmation, receipt, invoice or similar document), and each Party hereby rejects all such additional or
different terms and conditions.
The Parties, acting through their duly authorized officers, have executed this Agreement, which shall come into
force as of the Effective Date. Execution of this Agreement confirms LTP's receipt of the Training Provider Re-
source Guide, which may be updated from time to time.
Customer Name: City of Clearwater
The American National
Customer Signature:
**See below
Red Cross Signature: ( j
Name:
Name: Thomas Pat s:JrBeason*
Title:
Title: Territory Aquatics Speaatist-Florida, Puerto
Rico & U.S. Vi in
Date:
hands
Date:
CITY OF CLEARWATER, FLORIDA
BY:ru i6/A1,4ha 1 ,496174.l,2v•
liam B. Horne SII
City Manager
Ap,os4ed ash to form: Attest:
Owen Kohler
Assistant City Attorney
je_ASUYLOACt, (2
Rosemarie Call
City Clerk
Red Cross Licensed Training Provider Agreement —12.08.2017; Modified 10.31.2018hw Page 4
j. American
Red Cross
Preparedness and Health and Safety Services
Licensed Training Provider Agreement
Licensed Training Provider Agreement
Appendix A — Contact Information
Customer Information
Customer: City of Clearwater
Customer Address: 1501 N Belcher Road
Clearwater, FL 33765
US
Customer Fax: (727) 793-2328
Organization ID: 10091COCPR
Customer Contact: Mark Roberson
Customer Contact Email: mark.roberson@myclearwater.com
Customer Contact Phone: (727) 793-2320 Extension: 107
Billing Contact Name: Amy Adams
Billing Contact Phone: (727) 562-4584 Extension:
Billing Contact Email: amelia.adams@mydearwater.com
Customer Billing Address : 100 S Myrtle Avenue
P.O. Box 4748
Clearwater, FL 33758
US
Red Cross Strategic Account Executive
Name: Thomas Patrick Beason
Phone: 305-205-8712 Ext.:
Email:
patrick.beason@redcross.org
Legal Notice to be delivered to your Red Cross Strategic Account Executive with a copy to The American
National Red Cross, Office of the General Counsel at 43118TH Street NW, Washington, DC 20006.
Red Cross Licensed Training Provider Agreement —12.08.2017; Modified 10.31.2018hw Page 5
American
Red Cross
Preparedness and Health and Safety
Services
Appendix B - Courses, Equipment, Materials, and Fees
Product Code
Product
Quantity Sales Price
HSSAQU602
AP-HSSSFA516BBP
AP-HSSBLS303
AP-HSSAQU402
AP-HSSAQU803
AP-HSSAQU305
AP-HSSAQU808
2018 LTS Facility Fee 76-500 - with RC LG - Aquatic Rep Approval Required
Adult and Pediatric First Aid/CPR/AED and Bloodbome Pathogens
Basic Life Support for Healthcare Providers and First Aid with BBP
Lifeguarding
Lifeguarding Instructor
Safety Training for Swim Coaches In -Water Skills Session
Water Safety Instructor Course
3.00
40.00
20.00
40.00
5.00
10.00
20.00
$300.00
$36.00
$34.00
$36.00
$35.00
$0.00
$35.00
*Note: Quantities are estimates. Additional classes can be added as needed. Please contact your Red Cross representative as
listed on page 4 of the agreement.
Leam to Swim Facility Fee - per pool
Annual Volume of Enrollees
Learn -to -Swim Facility Fee
(required to teach Leam-to-Swim
Program)
Facilities that offer Red
Cross Lifeguarding
Facilities that do not offer
Completion Cards Included
Red Cross Lifeguarding
0-75
$200
$240
75
76-500
$300
$360
500
501-999
$650
$780
1000
1000+
$975
$1,170
1500
Retuming Learn to Swim customers may register for Leam-to-Swim and pay Learn -to -Swim facility fee by going to https://
classes.redcross.org/instructor/authentication/Iogin.html?feeOQtion=Facility-fee.
New Leam-to-Swim customers can opt in to the Learn -to -Swim program by visiting www.redcross.org/LTSenroll.
Equipment and Materials
Training equipment, materials and other supplies may be purchased through your Sales Representative or
www,RedCrossStore.org.
Method of Payment
Preferred Payment Type
Red Cross PO#
Invoice
CityofClearwater-Parks&Recreation081 5
American
} Red Cross
Preparedness and Health and Safety Services
Licensed Training Provider Agreement
Licensed Training Provider Agreement
Appendix C — Entities/Locations Covered by Agreement
Please provide information regarding any additional entities/locations covered by this Agreement, if applicable.
® AU Domestic Locations (additional legal entity names must be listed)
❑ Entities/locations listed below
Affiliated Entity/Location Name and
Contact Information
Relationship to
Signatory Entity
Regional Distribution
Center
Affiliated Entity Org ID
ABC1231542
Example:
Name: ABC Mid Atlantic
Address: 2025 E ST NW
Washington, DC 20006
Contact: Sally Safety
Email: sally.safety abc.com
Phone: 800-555-1212
Name:
Address:
Contact:
Email:
Phone:
Relationship:
Organization ID:
Name:
Address:
Contact:
Email:
Phone:
Relationship:
Organization ID:
Name:
Address:
Contact:
Email:
Phone:
Relationship:
Organization ID:
Name:
Address:
Contact:
Email:
Phone:
Relationship:
Organization ID:
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5. Jurisdiction(s) Where LTP Is Authorized to Offer Courses
1. All
4.
2.
5.
3.
6.
6. Red Cross Competitors with Whom LTP Is Affiliated (listed alphabetically and in no order of importance)
D American Heart Association (AHA)
American Safety & Health Institute (ASHI)
❑ Ellis and Associates
Emergency Care and Safety Institute (ECSI)
El Health and Safety Institute (includes ASHI and
Medic First Aid)
[' National Aquatic Safety Company (NASCO)
❑ National Safety Council
ID Starfish Aquatics Institute
SwimAmerica
[] Young Mens Christian Association (YMCA)
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