HomeMy WebLinkAboutC-7636-1 - Preparedness and Health and Safety Services Licensed Training Provider Agreement' American Preparedness and Health and Safety Services
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This Licensed Training Provider Agreement ("Agreement") is by and between The American National Red Cross
("Red Cross") and City of Newport Beach (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. Intentionally omitted.
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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lied Crass Licensed Training Provider 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,
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.
7.7 Governing Law. The Agreement is governed by the laws of the State of California, without giving
effect to its choice or conflict of law rules.
7.8 Any action brought relating to this Agreement shall be adjudicated in a court of competent
jurisdiction in the County of Orange, State of California.
8. Entire Agreement and Modifications. This Agreement constitutes the entire agreement between the Parties
and supersedes all prior Licensed Training Provider Agreements and undertakings, both written and oral,
between the Parties. Unless otherwise pursuant to this Agreement, all proposed modifications or additions
to this Agreement, including but not limited to Customer purchase orders and accompanying terms and
conditions, must be in writing and duly executed by both parties to take effect.
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Licensed Training Provider Agreement
Appendix A — Contact Information
LTP: City of Newport Beach
LTP Address: 100 Civic Center Drive Customer Fax: (949) 644-3155
Newport Beach, CA 92660
Us
Organization ID:05264APNEWP006
LTP Contact: Brian Cordeiro
LTP Contact Email: bcordeiro@newportbeachca.gov
LTP Contact Phone: (949) 270-8109 Extension:
Billing Contact Name: Brian Cordeiro
Billing Contact Phone: (949) 270-8109 Extension:
Billing Contact Email: bcordeiro@newportbeachca.gov
LTP Billing Address: 100 Civic Center Drive
Newport Beach, CA 92660
Us
Name: ZacharyTamayo
Phone: Ext.: Email:
zachary.tamayo@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.
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Appendix B — Courses, Equipment, Materials, and Fees
Product Code Product i Quantity Sales Price
AP-HSSSFA516 Adult and Pediatric First Aid/CPR/AED 60.001 $30.00
AP-HSSAQU402 Lifeguarding 12.00 $38.00
i
AP-HSSAQU402R Lifeguarding Review 6.00 $38.00
*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.
Learn to Swim Facility Fee - per pool
Annual Volume of Enrollees
Swim
LearnFacility Fee
Facilities that offer Red
Facilities that do not offer
Completion Cards Included
(requirrededto teach Learn -to -Swim
Cross Lifeguarding
Red Cross Lifeguarding
Program)
0-75
$200
$240
75
76-500
$300
$360
500
501-999
$650
$780
1000
1000+
$975
$1,170
1500
Returning Learn to Swim customers may register for Learn -to -Swim and pay Learn -to -Swim facility fee by going to https;////
classes.redcross.org/instructor/authentication/login.html?feeOption=Facility-fee.
New Learn -to -Swim customers can opt in to the Learn -to -Swim program by visiting www.redcross,ora/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 Credit/Debit Card
Appendix C
Locations and Entities Authorized to Use Red Cross Materials
A. City of Newport Beach Marian Bergeson Aquatic Center (MBAC)
Corona Del Mar High School
2102 Eastbluff Dr.
Newport Beach, CA 92660
B. Newport Harbor High School Pool
600 Irvine Ave.
Newport Beach, CA 92663
C. Newport Coast Community Center
6401 San Joaquin Hills Rd.
Newport Coast, CA 92657