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LICENSED TRAINING PROVIDER AGREEMENT (2) oc,�*uea8nEnvwmpa|u:onemrurA-Cmua-42ea-8omn-9Freopyslwmo + American ��ra^n~ng Services �� m�� oNss, Licensed Training Provider Agreement Licensed Training Provider Agreement This Licensed Training Provider Agreement("Agreement") is by and between The American National Red Cross (°RedCross")and City of Clearwater(the"LTV)(each a "Party"and together the "Parties"),effective as of the last date of signature set forth below("Effective Date"),for the purpose of licensing Red Crosstrainingmnater|a|m and curriculum toLTP [norder toperm itindividuals who are(|) either employees orvolunteers ofLTP,and 0\ are also Red Cross-certified instructors in good standing("|mmtructora"),to deliver instruction in the Red Cross training courses that are included within the product package(s) listed in Aotndix B (^Courses'')atthe locations designated in 2. LTPResponsibi|it|es' [TPwi||: I.1. Teach Courses using only Red Cross-approved instructional materials and other copyrighted and proprietary educational content as Red Cross may provide from time to time to licensed training providers of Course instruction ("Course Materials"), using only Instructors who possess current, appropriate Red Cross instructor certification for each such Course, and in compliance with the most current Red Cross Training Provider Resource Guide ("Guide"), policies and procedures (collectively, the"Policies") 1.2. Before commencing instruction activities under this Agreement, provide Red Cross with e list of all Instructors who will teach Courses onbehalf ofLTP. 1.3. Notify Red Cross within ten(10) business days of any additions to or deletions from LTPs list of Instructors who will teach Courses onbehalf of0[P. 1.4. Only sponsor, promote, and teach Courses and otherwise perform under this Agreement within the United States of America and its territories ("U.S."), as the Red Cross is only permitted to operate within the U.S. 1.5. Permit Red Cross to enter upon LTP's premises and perform random observations of LTP's Courses. 1.6, Enter accurate and complete records for each completed Course ("Course Records"), along with all other requested information, into the Red Cross's Learning Management System orany similar, successor system("LMS")within ten (10) calendar days of each completed scheduling instance of a Course(each such instance hereinafter referred to as a "Class"), and comply with all terms and conditions ofthe LMS during such use. 1.7. Only issue Course completion certificates, using Red Cross-approved systems and forms,to students who have successfully completed a Course that has been administered in compliance with this Agreement(it being understood that Red Cross may invalidate any Course completion certification not issued inconformity with this section 1.7). 1.8. Pay all fees payable under this Agreement when due, in accordance with section 5 below. 1.9. Obtain and maintain adequate insurance to cover its performance, and the performance of its em- ployees,volunteers, and contractors, under this Agreement, as Red Cross insurance does not extend toLTPorits Instructors, 2. License tqCourse Materials;Access to Red Cross LMS and CPS. 2.1. Red Cross isthe owner ofCourse Materials. Subject tothe terms and conditions ofthis Agreement, Red Cross hereby grants LTP a limited, non-exclusive, non-transferrable,and non-sublicensable license to publicly display and perform, Course Materials solely for the purpose of conducting Courses authorized under this Agreennent. LTP may not revise,edit or create derivative works of Course Materials, in whole orinpart. oc—_—uoigneovetmpeID:nneupar*sm2m-4uo5-8ou5-oFreopee1*oa American Training Services �� m��'�� Cross Licensed Training Provider Agreement 2.3, Course Materials will be made available to LTP by digital download or other means as determined by Red Cross, LTP sha||on|yobta[nCourseK4ate ria|sfor Cnursesthat LTP(sauthor|zedtoprovide, andon|y through distribution means either authorized or directed by Red Cross, 2.3. Red Cross will provide LTP with access to the LMS and an authorized means of digitally downloading and printing Course completion certificates in a form determined by Red Cross. LTP has no right orau- thorization todesign orcreate its own Course completion certificates. 2.4. LTP shall use reasonable efforts to protect the Course Materials from use not permitted under this Agreement.This Agreement does not constitute a transfer of ownership rights in the Course Materials. LTP shall not use facts and information from the Course Materials to create its own courses and course materials, 2.5. LTP may,from time totime, at its election, participate in Red Cross's Class Posting Service ("CPS"). Us- in@the CPS, licensed training providers of Red Cross may advertise the availability ofcourses to pro- spective students on Red Cross's on-|inemtore,for additional fees. LTP agrees that its participation in the CPS will be governed by the terms and conditions contained in Red Cross's CPS User Guide,an the same may be amended from time to time. Red Cross may suspend or terminate the CPS with respect to all licensed training providers, including LTP, atany time orfrom time iotime, |nits sole discretion. 3. Use ofNames and Marks. 3.1, Red Cross grants LTP the limited, non-exclusive, non-transferable and non-assignable license in the U.S. to use the name and logo of the Red Cross in the format set forth in the Guide(the "Authorized Mark") solely tmprornutethat LTP isanauthohzedprovider ofthe Courses, and sub|ec toall restrictions ' herein this Agreement and the Policies. 2.2. Except as expressly provided in this Agreement, neither Party may use the other Party's name(s), logos trademarks or other intellectual property in marketing materials, press releases, presentations other than Courses,or otherwise without the advance written consent of the other Party,which consent may be granted or withheld /n the other Party's sole discretion. 3.3. [TP shall not state or imply that that Red Cross sponsors orendorses LTP^s business, products or ser- vices generally,or that any other training courses and services other than the Courses, are owned or endorsed byorotherwise associated or affiliated with Red Cross. 3.4. LTP shalt not (|)create a compound mark with the Authorized Mark or(ii) use the Authorized Mark with any other design, slogan or trademark when such combination would tend to cause confusion as to source oraffiliation. 3.5. LTP shall not inany instance, use Greek red cross design imassociation with its business,goods and/or services. 4. Term and Termination. 4.1 This Agreement will be effective as of the Effective Date listed above and ends on the day before the thirty-six/36\ month anniversary thereof,unless earlier terminated as provided below. 4.2 Red Cross may immediately terminate this Agreement if LTP breaches this Agreement. Red Cross may also terminate this Agreement if LTP breaches the terms of the CPS. 4.3 Either Party may terminate this Agreement with advance written notice to the other Party of at least thirty(98)days. 4.4 Notwithstanding expiration orany termination ofthis Agreement,the provisions of this Agreement will continue to govern with respect to any amounts payable to Bed Cross for Courses completed prior to such expiration or termination.The Parties' obligations under section 7 below will also survive expira- tion oranyterm[nation ufthUmAQreemmnt. oc:�:)cuSi8nEnvelope ID:66eoF27A-c628-4295-nu55-9p7soF9eI463 Amer~c an, Training Serv~ces �� Cross Licensed Training Provider Agreement 5. Fees and Invoicing. 5.1 LTP will remit payment by credit card upon entry of Course Records into LMS; or will be invoiced, if approved.All fees for CPS are non-refundable and will be paid by credit card at the time LTP submits the Class for posting. 5.2 For each Class enrollee, LTP will be charged the per student fee that is applicable to that Course.Courses are included within the product package(s) listed on Appendix B, Fees for Courses are set forth |nthe price list attached to Ap2gnclix B. 5.3 Red Cross may approve or deny LTP's request to be invoiced at Red Cross's sole discretion. Invoices will be sent via postal mail, may be issued up to four(4)times per month, and will include all transactions submitted in that billing period. Payment in full is due thirty(30) days from the date of each invoice. Past due amounts will be subject to collections actions and may be referred to an external collections agency, In such an event, Red Cross will be entitled to all costs of collection including interest, reasonable attorney's fees and litigation expenses,and collection agency fees and expenses. LTPs with high credit risk or late payments may also result in the suspension or termination of LTP's invoicing privileges at Red Cross's sole discretion. Credit card payment upon submission of Course Records will be required if invoicing privileges are suspended or terminated, and such payment will be a condition to LTP's continued access to Course completion certificates from and after such suspension or termination. 5.4 |fapproved for invo1cing, LTPmay e|eottohave invo|cesdel iverede|ectronica||ytoone (I)emai| address. LTP will provide Red Cross a o[og|e valid email address for electronic invoice delivery. O[P will receive a link in the email to a PDF copy of the invoice, which link will expire after thirty(3O) days. LTP understands that OFPvviO not receive an invoice via postal mail after enrollment in electronic invoice delivery. 5.5 UfLTPdesires thatinvuicesissuedbyRed Cross refectLTP-isauedpunchaseorder numbens,then any such purchase order must be received by Red Cross at least ten (10) business days prior to the Class date; it being understood that under no circumstance will the absence of a LTP-issued purchase order number omany invoice excuse LTP'otimely payment ofthat invoice, 5.6 To pay an invoice by credit card or to establish ACH payments, call 888-284-0607.To pay an invoice by check, include the remittance advice showing the LTPaccount name, customer number and invoice number, and send to: American Red Croou-TrainimgSarvioes 2S888Network Place Chicago, |L60573-1256 5.7 If LTP desires that Red Cross use LTP's vendor payment portal, Red Cross will not be obligated to pay LTP or any third party any fee orexpense for such use, regardless of any provision to the contrary in such portal's terms of use. LTP will, on demand, promptly reimburse Red Cross for any such fee or expense. 5.8 |fLTP has account balance or invoice questions orconcerns, immediately upon receipt ofinvoice, LTp may email urcall 8O8-2D4-D6D7toreport and resolve the inquiry. 5.9 At least annually, Red Cross will review its national Course price list, and may increase its prices for Courses. Red Cross will notify LTP of any such increase.Such notice(which Red Cross may send to LTP's contact for notices orcontact for billing in Appendix A) will specify the date on which the increase will take effect under this Agreement,That date will be atleast thirty(3O)days after the date ofsuch notice. Asofthat effective date, prices under this Agreement will automatically be modified to reflect such increase without need for the Parties totake any other action, including (without limitation)the execution of any separate modification of,or amendment to this Agreement. oc�°�cuaig^Envelope ID:ueEo o55-9F7EoFee1463 American erican Training� Serv.ces ��u� �� m� Cross Licensed Training Provider Agreement 5.28 If the Red Cross determines that any courue 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, at its sole discretion,will determine the appropriate party to conduct the re-training, which may include the LTP or any Red Cross employee,volunteeror third-party licensed training provider. ' G. Notices. Each Party's contacts for notices and billing under this Agreement is listed on Appgjnclix A. 7. Confidentiality. Except as required by applicable law or otherwise provided herein, each Party will maintain the confidentiality of all provisions of this Agreement and other confidential information,documents and materials received for the purposes of this Agreement, 8. Intellectual Property. 8.l Red Cross reserves all rights not expressly granted herein, in its registered and common |avv trademarks service marks, names, emblems, logos and designs including without limitation,the Authorized Mark ' /the "Red Cross Marks"), and in the Course Materials in whole or in pert(collectively the "Red Cross IP"). '8.2 LTP acknowledges and agrees that the Red Cross IP is and shall remain the property of Red Cross, and that the license granted under this Agreement does not constitute a transfer to[TP of any rights in the Red Cross [P. Further, the Parties agree and acknowledge that[TP's use of the Red Cross|P shall inure solely tuthe benefit ofRed Cross. 8.3 LTP shall not commit, or cause any third party to commit, any act challenging,contesting or[m any way impairing mrattempting to impair Red Cross's right,title and interest in and to the Red Cross |P,includ- ing seeking registration ofthe Red Cross IP imwhole orin part,orofany confusingly similar trademark or service mark anywhere in the world or incorporating LTP'a business under the Red Cross Marks or any aspect of the Red Cross Marks or any name confusingly similar to the Red Cross Marks. 8.4 Upon the expiration or termination of this Agreement, all rights in the Red Cross IP herein granted to LTP immediately expire,and LTP will immediately cease all use of the Red Cross |P. 9. Miscellaneous. 9.1 Severability. In the event any provision ofthis Agreement iyheld invalid, illegal orunenforceable (any such provision,an "Invalid Provision") inany jurisdiction,the Red Cross and the LTP 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 tothe future benefits and burdens accruing tothe Part[eshe/eunder. But, in no way will 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. 9.2Contractors. Each Party isanindependent contractor with respect tothe other,and nothing herein shall create any association, partnership,franchise, 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. 9.3 . LTP may not assign its rights under this Agreement, or delegate its obligations, in whole or in part, without the prior written consent ofRed Cross.Any attempted assignment or delegation in violation of the foregoing will be null and void. mDcuSignEnvelope ID:oneopar*'oo2m4z9o-8onu-9prEopeEl*ma American, Training Services �� m��'�� ross Licensed Training Provider Agreement 9.4 Governing Law,The Agreement imgoverned bvthe laws ofthe State of Florida DistFiGt Of C01WT14iza-, without giving effect toits choice orconflict oflaw rules. 9.5 Inapplicability of Procurement Terms.This Agreement does not contemplate the sale orsupply ofgoods or services by Red Cross. It is only a limited license in Red Cross I P. It is,therefore, not subject to policies, regulations,terms,conditions,or other requirements of LTP or any third party(including, but not limited to,the Federal Acquisition Regulation and any agency supplement thereto, and the U,S. Office of Management and Budget's Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards)that relate only to suppliers and vendors of goods or services. Under this Agreement, Red Cross will not carry out part of any Federal award received by LTP. 9.6 Data Processing. Red Cross operates the LMS as m nationwide system of course certification. It does not operate the LMS as a service to,or for the benefit of, LTP. Insofar as Red Cross collects, processes, transmits,stores,or otherwise manages data, including personal data,contained in Course completion records, |twill not bedoing sofor, urombehalf of,orasaservice to, [TP. Red Cross retains all rights\n and to the LMS and any Course completion records uploaded by LTP into the LMS. 9.7 Entire Agreement.ThisAgreernentcuosti1utestMeendrea8reernentbetweenthePartiesand supersedes all prior agreements, understandings and representations, both written and oral, between the Parties with respect tothe subject matter ofthis Agreement. 9.8 Amendments and Waivers.Amendments,addenda and waivers tothis 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,click-through agreement,or similar documents will not be binding on either Party,whether or not such terms and conditions would materially after this Agreement(and even if the receiving Party has signed or otherwise acknowledged such purchase order,confirmation, receipt, invoice,click-through agreement or similar document), and each Party hereby rejects all such additional ordifferent 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. LTP Name: City of Clearwater The American National Red Cross LTP Signature: it Red Cross Signature: r---, Name: VJ_ Name: Patrick Beason'—_ Title: _Dl re-4V C POLV�C S CL w*Zk Rer c,,e cL'kon Title: Territory Aquatics Executive Date: I Date: 2/2/2622 C|TYCJFCLEARWATER, FLORIDA Parks and Recreation Director DcPC"j9n Envelope ID:66EOF27A-C628-4295-BD55-9F-7EDF9El463 American Training Services Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix A—Contact Information LTP: City of Clearwater LTP Address: 1501 N Belcher Road LTP Fax: Clearwater, FL 33765 LTP Account Number. 20091COCPR LTP Contact: Mark Roberson LTP Contact Email: mark.roberson@myclearwater.com LTP Contact Phone: 727-562-4905 Extension: 5517 (NOTE:All Billing Contact information MUST be completed for a specific individual;not a system/generic email) LTP Billing Contact Name: Amy Adams LTP Billing Contact Phone: 727-562-4584 Extension: LTP Billing Contact Email: amelia.adams@myclearwater.com LTP Billing Address: 100 S Myrtle Avenue/P.O. Box 4748 Clearwater,FL 33758 LTP DUNS Number: Email for Invoice Delivery(if electing electronic invoice delivery): —Notices to be delivered to LTP Contact, above. Name: Patrick Beason Phone: 954-245-2469 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 431 18TH Street NW, Washington, DC 20006. Red Cross Licensed Training Provider Agreement—r,06.21.2021;1,5.2022mj Page 6