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HomeMy WebLinkAboutAMERICAN RED CROSSN-2023-027 - al, American Training Services Reel C rOSS Licensed Training Provider Agreement INSURANCE NOT REQUIRED Centennial Addendum WORK MAY PROCEED CLERK OF TI E����?�Nm To Licensed Training Provider Agreement DATE: This Addendum To Licensed Training Provider Agreement ("Addendum") is made by and between The American National Red Cross ("Red Cross") and the Licensed Training Provider listed in the signature block below ("LTP"), effective as of the last date of signature ("Effective Date"), is made a part of and subject to the terms of the Licensed Training Provider Agreement currently in effect between the Parties as of the date of this Addendum (the "Agreement") for the purpose of setting forth the terms and conditions under which LTP may participate in Red Cross's Centennial Campaign. Capitalized terms used in this Addendum and not otherwise defined herein shall have the meaningg/ll/--assi ned to them in the Agreement. WHEREAS P�has b ea permitted to teach Red Cross Courses under the Agreement, and LTP would now like to M participate in a program in connection with the American Red Cross's Centennial Campaign, which is designed to Npromote awareness of and access to the American Red Cross Water Safety education and training in identified communities by (1) teaching people to swim in identified communities where drowning rate is above national ti average, (2) motivating children and families to "come to the water" to become competent in the water and learn ct about watersafety at a local facility, and (3) endeavoring to create a sustainable ecosystem of water safetyto help dmake communities safer; and WHEREAS, Red Cross wishes to engage LTP in the Centennial Campaign, and LTP wishes to engage in the Centennial Campaign, subject to the terms and conditions of this Addendum. NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. In connection with the Centennial Campaign, LTP agrees that it will: a. Expand its existing Learn -to -Swim program ("LTS") and Junior Lifeguarding offerings to reach additional program participants who are not otherwise receiving aquatics lessons ("Program Participants"); b. Expand its existing Water Safety Instructor and Lifeguarding training to offerthe additional LTS and Junior Lifeguarding offerings; c. Provide Program Participants opportunities to take LTS courses through Level 3; d. Provide opportunities for parents of Program Participants to participate in Red Cross water safety and CPR/AED training courses; e. Use reasonable, good faith efforts to participate in promotional and media opportunities to inform the local community of the goals of the Centennial Campaign, including the importance of swimming and water safetytraining; provided, that LTP will obtain Red Cross's prior consentto any promotional or media opportunities involving use of the Red Cross name or emblem pursuant to Section 4 of this Addendum and the Agreement; f. Participate in, and provide information in support of, a research study to evaluate the effectiveness of the Centennial Campaign education and training; g. Report the progress and results of the Centennial Campaign education and training courses to the Red Red Cross LTPAgreement— Centennial Addendum r.06.16.2021; 01.11.2023mm Page 1 American Training Services ' Red Cross Licensed Training Provider Agreement Centennial AddenclUm Cross in the manner and format reasonably requested by the Red Cross; and h. Provide accurate and timely supporting documentation of costs incurred in connection with the Centennial Campaign and reimbursed by Red Cross, including invoices when requested by the Red Cross. This provision will survive the expiration or earlier termination of this Addendum for one (1) year. 2. Red Cross agrees that it will: a. Assist in offsetting additional expenses for expanded programming as a result of LTP's participation in the Centennial Campaign. LTP's expenses that will be funded by the Red Cross forthe first year of participation in the Centennial Campaign are listed on Exhibit B attached to this Addendum. The Parties will meet on at least an annual basis to mutually determine and agree upon the scope and amount of Centennial Campaign funding assistance, if any, to be provided by the Red Cross to LTP in subsequent years; b. Provide Red Cross printed and video training materials, as listed in Exhibit B required to allow Program Participants to complete the Red Cross training contemplated underthis Addendum; c. Provide promotional materials to inform the local community of the Centennial Campaign; d. Provide requirements, processes and mechanisms to report the process and results of the Centennial Campaign education and training courses; and e. Provide tools, resources and staff training required to implement the research study intended to evaluate the effectiveness of the Centennial Campaign education and training. 3. Term and Termination. a. Unless terminated consistent with this Section 3, the term of this Addendum shall begin on the Effective Date and shall continue thereafter for thirty-six (36) consecutive months, and may automatically continue for up to two (2), one (1)-year periods, without action by either Party. b. Either Party may terminate this Addendum, without cause, upon thirty (30) calendar days advance written notice to the other Party. c. Either Party may immediately terminate this Addendum upon the other Party's breach of its obligations underthis Addendum. d. Termination of this Addendum will not automatically terminate the Agreement, but in the event the Agreement is terminated by either Party, and a Licensed Training Provider Agreement is not in force between LTP and Red Cross, this Addendum will automatically terminate. 4. Intellectual Property and Data Use. a. Definitions: "Centennial Campaign Materials" will include all text, graphic and pictorial material provided or made available to LTP by Red Cross relating to or in connection with the Centennial Campaign, including without limitation, reports, the Centennial Campaign logo, web banners, creative and other materials, manuals, photographs and all other documents or materials. ii. "LTP Marks' means LTP's trademark and tradenames set forth on Exhibit A hereto and subject to any use guidelines contained in such Exhibit. Red Cross LTP Agreement — Centennial Addendum r.06.16.2021; 01.11.2023mm Page 2 American Red Cross b. Centennial Campaign Materials. Training Services Licensed Training Provider Agreement Centennial Addendurn Subject to this Addendum, LTP grants Red Cross a fully paid -up, royalty -free, non -transferable, non- exclusive right and license to use and display the LTP Marks in the United States solely on and in conjunction with the Centennial Campaign Materials. Red Cross acknowledges that LTP is the sole owner of the LTP Marks and the goodwill associated therewith and that all rights not expressly granted herein remain the sole and exclusive property of LTP. Red Cross will use the LTP Marks in accordance with LTP's guidelines set forth on Exhibit A. Red Cross may use LTP's name to publicize its participation in the Centennial Campaign on Red Cross's website. Subject to this Addendum, the Red Cross grants LTP the limited, non-exclusive, non -transferable and non -assignable license in the U.S. to use Red Cross's branded Centennial Campaign Materials, without modification and in the file types and formats in which they are provided to LTP by Red Cross from time to time, for the limited purpose of accurately advertising and promoting the existence and objectives of the Centennial Campaign, the fact of LTP's participation in the Centennial Campaign, and events and the achievement of milestones relatingto LTP's participation in the Centennial Campaign. LTP's use of the Centennial Campaign Materials is subject to the same restrictions and conditions that apply to LTP's use of the Red Cross's name and logo under the Agreement and the Policies. iii. LTP will not use or allow the use of the Centennial Campaign Materials for any purpose other than the purpose set forth in subsection (ii) above without the prior written consent of the Red Cross. Immediately upon request, LTP will deliver to the Red Cross all Centennial Campaign Materials, and LTP will cease any use, and will not permit the use, of the Centennial Campaign Materials. iv. The foregoing licenses shall terminate upon termination or expiration of this Addendum. Except as expressly provided in this Addendum, no Party shall use the name, logo or marks of the other Party in any public statements (including any promotional or media opportunities) or in any other manner whatsoever, without obtaining such other Party's priorwritten consent for each use. Aquatics Centennial Data. LTP will hold in confidence, and will not disclose to any third party without the prior written consent of Red Cross, any data collected by LTP, or furnished by Red Cross to LTP, in connection with the Centennial Campaign (including non-public data regarding program offerings), or any other unpublished data or evaluative material provided to LTP by the Red Cross that relates to the Centennial Campaign. LTP hereby waives and will not assert any proprietary of intellectual property rights in data generated by LTP or Red Cross underthis Addendum, norshall it have the rightto publish any such data without the prior written consent of Red Cross. 5. Miscellaneous. a. This Addendum constitutes the entire agreement between the Parties with respect to the subject matter of this Addendum, and supersedes all prior agreements, understandings and representations, both written and oral, between the Parties with respect to such subject matter. Except to the extent modified by this Addendum, the Agreement remains in full force and effect. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control. b. The Agreement shall continue to govern all aspects of LTP's conduct of American Red Cross Courses, including any Courses offered in connection with the Centennial Campaign. Red Cross LTP Agreement —Centennial Addendum r.06.16.2021; 01.11.2023mm Page 3 American l Red Gross Training Services Licensed Training Provider Agreement Centennial Addendum The Parties are independent principals in all relationships and actions under and contemplated by this Addendum. This Agreement does not create a partnership orjoint venture, and no Party has the authority to bind the other Party. d. This Agreement is binding upon and inures to the benefit of the Parties here to and their successors and permitted assigns. Notwithstanding the foregoing, neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. e. If any provision of this Agreement is held to be invalid, illegal or unenforceable, then, to the extent that such invalidity, illegality or unenforceability does not deprive either Party of any material benefit under this Addendum, such provision shall be deemed to be severed from this Addendum, and the remaining provisions will not be affected or impaired. The Parties, acting through their respective duly authorized representative, have executed this Addendum to Licensed Training Provider Agreement, which shall come into force as of the Effective Date. LTP Name: City of Santa Ana The American National Red Cross LTP Signature: Red Cross Signature: Cte Name: Kristine Ridge Name: Rocio Hernandez Title: City Manager Title: Strategic Account Executive Date: It z41z 3 Date: 1/25/2023 ATTEST: Norma Orozco Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Edon Salvatierra Deputy City Attorney AL: Parks, Recreation and Community Services Agency Red Cross LTP Agreement— Centennial Addendum r.06.16.2021; 01.11.2023mm Page 4 American Training Services Red Cross Licensed Training Provider Agreement Centennial Addendum EXHIBIT A LTP MARKS City of Santa Ana Parks, Recreation and Community Services Red Cross LTP Agreement —Centennial Addendum r.06.16.2021; 01.11.2023mm Page 5 American Red Cross Training Services Licensed Training Provider Agreement Centennial ,Addendum EXHIBIT B LTP EXPENSES FUNDED BY RED CROSS FOR CITY OF SANTA ANA PARKS, RECREATION AND COMMUNITY SERVICES CALENDAR YEAR 2023 (ANNUAL ESTIMATE) Course/Program Number Fees Per Student Scholarship fees for: Up to 350 $40 scholarship fee per student • Parent and Child Aquatics (student pays remaining $15) • Preschool Aquatics • Learn to Swim Levels 1— 3 • Adult Swim: Learning the Basics • Adult Swim: Improving Skills and Swimming Strokes Junior Lifeguarding course Up to 15 enrollees AP fees waived - $15 each + scholarship fees - $50 each Lifeguard Management Upto 5 enrollees Waived course fees - $120 each General Water Safety/Parent Education (in Unlimited (estimated No additional fees person or these online courses) 100 per year) • Water Safety for Parents and Caregivers • Swim Lessons for Parents and Caregivers • Becoming an Ambassador for Water Safety For parents: Pediatric CPR/AED Course Up to 25 enrollees AP fees - $24 each +scholarship fees (in person or online only) - $10 each Online (non -certification) - $38 online only fees Notes: • LTP will enroll all Learn -to -Swim facilities that offer swim lessons in the annual Red Cross Learn -to -Swim facility program as set out in the Agreement. • A supplemental kit of 300 swim caps and goggles will be provided. • Scholarship criteria is set by the LTP. • Printed participant materials for each of the training courses will also be funded by the Red Cross. • LTP had been contracting for pool staff services for lifeguarding and swim instructors. They are now bringing the staff team and programming inhouse. Grant funding from California for All is supporting the training and staffing costs for lifeguards and swim instructors through May 2024. Each year, City of Santa Ana will take on incremental increases to these expenses. o Because of the California for All grant funding, year 1 Centennial funding does not include Lifeguarding or Water Safety Instructor. Red Cross LTP Agreement —Centennial Addendum r.06.16.2021; 01.11.2023mm Page 6 +American Red Cross Training Services Licensed Training Provider Agreement Centennial Addendum • Any remaining fees beyond the scholarship or waived fees will be paid by the LTP or participants. • The following Red Cross educational materials will also be included: Product Quantity/Unit Longfellow's WHALE Tales 4 packs Basic CPR Training Pack (pk/10) 2 packs First Aid/CPR/AED Ready Reference Cards 25 Red Cross LTP Agreement — Centennial Addendum r.06.16.2021; 01.11.2023mm Page 7