Loading...
Backup Documents 02/09/2016 Item #16D5 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 0 5 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT �+ Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 3. Colleen Greene County Attorney Office 37 &-- �n� a . n,Io 4. BCC Office Board of County � Y Commissioners Z\\`Z \1„ 5. Minutes and Records Clerk of Court's Office Trn z ft'i((b �pM PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the • addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Natali Betancur ciors \'<.'Cv Phone Number 239-252-4059 Contact/ Department Agenda Date Item was 2/09/16 V Agenda Item Number 16D5 Approved by the BCC Type of Document Agreement&Addendum Number of Original 1 Attached e\\G4-OSS Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? NB 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be r signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the NB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's NB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/10/15 and all changes made during NB it- W41 the meeting have been incorporated in the attached document. The County , , Cis Attorney's Office has reviewed the changes,if applicable. �3 9. Initials of attorney verifying that the attached document is the version approved by the ► t �+• BCC,all changes directed by the BCC have been made,and the document is ready for the t ► 4L j 3�� Chairman's signature. � 1 � I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1605 Ann P. Jennejohn From: Ann P.Jennejohn Sent: Monday, February 22, 2016 12:00 PM To: Betancur, Natali Subject: Item #16D5 (BCC Meeting 2-9-16) Attachments: Item #16D5.pdf Hi Natali, A copy of the Licensed Training Provider Agreement and Addendum (Item #1605) with the American Red Cross, that was approved by the Board on February 9, 2016, is attached for your records. Thank you, have a great day!! Ann Jennejohn, Deputy Clerk Clerk of the Circuit Court Clerk to the Value Adjustment Board Collier County Board Minutes & Records Dept 1605 American 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 Collier County Board of County Commissioners(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 Red Cross certified instructors("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 D. 1. LTP Responsibilities. In connection with offering the Courses,LIP agrees that it will: 1.1. Require its Instructors to maintain Red Cross certifications appropriate for the Courses they will be teaching. 1.2. Promptly notify Red Cross of additions and deletions to LTP's roster of Instructors as listed on Appendix C. 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 LIP 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 to post LTP's contact 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 in compliance with§218.74, Local Government Prompt Payment Act. 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.Subject to the limits of§768.28,Florida Statutes. 1.11. Maintain a relevant,valid business license for the term of this Agreement.Collier County is a political subdivision of State of Florida. 1.12. Offer and teach the Courses exclusively in accordance with Sections 6.3 and 6.4 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. Red Cross Licensed Training Provider Agreement—09.01.2015;Modified 1.6.2016pb Page 1 CA 1605 American Preparedness and Health and Safety Services Red Cross Licensed Training Provider Agreement 2.3 Provide LTP with access to Red Cross electronic resources allowing LTP to enter Course Records and print Course certificates. 3.Term and Termination. 3.1 This Agreement will be effective as of the Effective Date listed in Appendix A 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.Each party may terminate for convenience with 30 days written notice. 3.3 The following 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. 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.Payment in compliance with§218.74,Florida Statutes. 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 LIP does not agree to such changes,it has the right to terminate the Agreement pursuant to Section 3. 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. 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.Subject to provisions of Ch.119,Florida Statute of Florida's Public Records Law. 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. Red Cross Licensed Training Provider Agreement 09.01.2015;Modified 1.6.2016pb Page 2 1605 ailli American Preparedness and Health and Safety Services Red Cross Licensed Training Provider Agreement 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. LIP 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 riot 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. 6.3 During the term of this Agreement,until the voluntary or involuntary termination thereof for any reason whatsoever,LTP will not for any Course specified on Appendix B,directly or indirectly, teach,perform services,provide consultation or solicit any business on behalf of any of the Red Cross competitors listed in Appendix D(the"Red Cross Competitors"). 6.4 Upon the termination of this Agreement for any reason whatsoever,whether voluntary or involuntary,LTP agrees that for a period of one(1)year after the termination of this Agreement, LTP will not(a)participate,personally or financially,directly or indirectly,in competition with the Red Cross in the business of offering any Course listed in Appendix B within the jurisdictions specified on Appendix D,(b)accept employment with any of the Red Cross Competitors identified on Appendix 0,or(c)solicit,induce,or attempt to induce any of LTP's past or current Course participants(i)to cease doing business in whole or in part with or through the Red Cross,or(ii)to do business with any other person,firm,partnership,corporation,or other entity which performs services materially similar to or competitive with those provided by the Red Cross within the jurisdiction specified on Appendix D. 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 be furnishing 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 and Subcontracting.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 Florida—venue in Collier County or Middle District of Florida,without giving effect to its choice or conflict of law rules. Red Cross Licensed Training Provider Agreement—09.01.2015;Modified 1.6.2016pb Page 3 CA L--- 1605 Red American Preparedness and Health and Safety Services F Re Cross Licensed Training Provider Agreement 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 LTP Resource Guide, which may be updated from time to time. Customer Name: • 'er County Board of County The American National Red Cross Commissioners A Customer Signatu ' ' Red Cross Signature: , . j`i &---Name" .\". dh,r,a• •\CA\� Name: Patrick Beason Title: c,1/4. 1-4r,Th 0.x-N Title: Territory A uatics{Specialist,Florida Date: Z\a\\Qv Date: J/4 7n/ Le Approved as to form and I , ity Assistant County F + i ATTEST:EST DWIGHT E. BROCK, Clerk, By: I..... A A Attest a signature o T' . :.y- Item# Agenda �1 ,,Q,�u Date L 6 Date ca--n-t (a Redd 1 ./Adal - iep Cell Red Cross Licensed Training Provider Agreement—09.01.2015;Modified 1,6.2016pb Page 4 CA 1605 American Preparedness and Health and Safety Services ' Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix A—Contact Information Cusco-per i cr,-at or Customer: Collier County Board of County Commissioners Customer Address:3299 Tamiami Trail East Customer Fax: Naples,FL 34112 US Organization ID:10048CCPREC Customer Contact:' Customer Contact Email:t Customer Contact Phone: . Extension: Billing Contact Name: Billing Contact Phone: , i Extension: Billing Contact Email Customer Billing Address: 3299 Tamiami Trail East Naples,FL 34112 us Red Cross Lolxact rt Name: Patrick Beason Phone: (954}797-3833 rxt.: Email: patrick.beason@redcross.org Legal Notice to be delivered to your Red Cross Representative with a copy to The American National Red Cross, Office of the General Counsel at 2025 E St NW,Washington,DC 20006. Red Cross Licensed Training Provider Agreement—09.01.2015;Modified 1.6.2016pb Page 5 bz f® ' ?-�{ =2. Preparedness and Health and Safety Ilrr.�fi � '" yi Services Appendix B—Courses, Equipment, Materials, and Fees Product Code [ Product Quantity Sales Price HSSAQU602 2016 LTS Facility Fee 76-500-with RC LG-Aquatic Rep Approval Required 3.00 $300.00 AP-HSSFA415 AP-Adult and Pediatric First Aid/CPR/AED 50.00 $24.30 AP-HSSPRO109 AP-CPR/AED for Professional Rescuers and Health Care Providers 50.00 $31.50 HSSAQU402 Lifeguarding 50.00 $31.50 HSSAQU808 Water Safety Instructor Course(AP) 30.00 $31.50 *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 Learn-to-Swim Facility Fee Facilities that offer Red Facilities that do not offer Completion Cards Included (required to 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:U 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.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 Credit/Debit Card 1605 American Preparedness and Health and Safety Services Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix C— LTP Instructors Instructors who will be teaching on behalf of your business/organization/school should be listed below. Each instructor should have a complete profile in the American Red Cross Learning Center that includes up-to-date contact information, including email address,mailing address, phone number and current instructor certifications. Instructor Name Learning Center Email Address and Phone Current Instructor Username Certification(s) Example: Sally Safety sallysafety(a redcross.orq sallysafety(a redcross.orq First Aid/CPR/AED Instructor 202.303.0000 Babysitter's Training Instructor Richard DeGalan RichardDeGalan @collie Email: RichardDeGalan @c LGI,WSI,FA/CPR/AED Instructor rgov.net olliergov.net Phone: 239.252.4074 Brian Owen Brianowen@colliergov. Email: Brianowen@collier WSI,LGI net gov.net Phone:239-776-5377 Derek Renauld DerekRenauld@collierg Email: DerekRenauld@coll WSI/WSIT ov.net iergov.net Phone: 239-919-0429 To maintain a Email: current list of Phone: instructors, facility managers should submit a roster of instructors prior to the start of teaching courses.The roster form is available at www.instruct orscorner.o g. Red Cross Licensed Training Provider Agreement-Draft:08.18.2015 Page 1 1605 American Preparedness and Health and Safety Services Red Cross licensed Training Provider Agreement Email: Phone: Email: Phone: Email: Phone: Email: Phone: Email: Phone: Email: Phone: If there are additional instructors that need to be listed,please list them on the Addendum to Appendix C for AP and LTP Agreements. 0 Additional Addenda Attached Red Cross Licensed Training Provider Agreement-Draft:08.18.2015 Page 2 16O : American Preparedness and Health and Safety Services Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix D—Jurisdiction and Affiliations 5.Jurisdiction(s)Where LTP Is Authorized to Offer Courses 1. 4. 2. 5. 3. 6. 6. Red Cross Competitors with Whom LTP Is Affiliated(listed alphabetically and in no order of importance) fl American Heart Association(AHA) ❑National Aquatic Safety Company(NASCO) Ll American Safety&Health Institute(ASHI) ❑National Safety Council ❑ Ellis and Associates ❑Starfish Aquatics Institute ❑ Emergency Care and Safety Institute(ECSI) ❑SwimAmerica ❑ Health and Safety Institute(includes ASHI and ❑Young Mens Christian Association(YMCA) Medic First Aid) Red Cross Licensed Training Provider Agreement-Draft:08.18.2015 Page 3 American Preparedness and Health and Safety Services 16D5 5 Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix E—Red Cross Intellectual Property(IP) AMERICAN RED CROSS WORD MARK American American Red Cross Red Cross (Use of the word mark must be consistent with the American Red Cross Brand Standards guidelines,which may be updated from time to time.) AMERICAN RED CROSS EMBLEM Am American American Red Cross Red Cross American Red Cross (Use of the logo must be consistent with the Brand Standards guidelines,available at www.redcross.org/brand which may be updated from time to time.) Red Cross Licensed Training Provider Agreement-Draft:08.18.2015 Page 4 1605 ji, American -71Ir__ ' Red Cross FIRST ADDENDUM TO LICENSED TRAINING PROVIDER AGREEMENT This FIRST ADDENDUM TO LICENSED TRAINING PROVIDER AGREEMENT("Addendum") is effective as of ("Addendum Date") by and between the American National Red Cross ("Red Cross") and Collier County Board of County Commissioners(the"LTP"). WHEREAS,Red Cross and LTP are parties to a Licensed Training Provider Agreement dated as of ' (the"Agreement")(capitalized terms used in this Addendum and not otherwise defined herein shall have the meaning assigned to them in the Agreement); WHEREAS, in addition to the courses LTP has historically been permitted to teach under the Agreement,LTP would now like to participate in a program in connection with the American Red Cross Aquatics Centennial celebration designed to promote awareness of and access to the American Red Cross Water Safety education and training in identified communities ("Aquatics Centennial Program"). The Aquatics Centennial Program is intended to teach people to swim in identified communities where drowning rate is above national average; motivate children and families to"cone to the water"to become competent in the water and learn about water safety at a local facility;and create a sustainable ecosystem of water safety to help make communities safer. WHEREAS, Red Cross and LTP desire to add the following terms to the Agreement in order facilitate LTP's participation in the Aquatics Centennial Program and to memorialize each party's rights and responsibilities in connection therewith; 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 Aquatics Centennial Program,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 develop the infrastructure to offer the additional LTS and Junior Lifeguarding offerings; c. Provide Program Participants opportunities to take LTS courses through at least Red Cross Learn-to- Swim Level 3; d. Provide opportunities for parents of Program Participants to participate in Red Cross water safety and CPR/AED training courses; e. Engage in promotional and media opportunities to inform the local community of the goals of the Aquatics Centennial Program, including the importance of swimming and water safety training; I provided that LTP will obtain Red Cross's prior consent to any promotional or media opportunities involving use of the Red Cross name or emblem pursuant to Section 6 of this Addendum; f. Agree to participate in, and provide information in support of, a research study to evaluate the • effectiveness of the Aquatics Centennial Program education and training; g. Report the progress and results of the Aquatics Centennial Program education and training courses to .. the Red Cross in the manner and format reasonably requested by the Red Cross;and h. Provide accurate and timely documentation of costs related to the expanded programming as a result of the Aquatics Centennial Program,including providing invoices if requested by the Red Cross. 2. Red Cross agrees that it will: a. Assist in offsetting additional expenses for expanded programming as a result of LIP's participatio "40 1605 in the Aquatics Centennial Program and fulfillment of its obligations to Program Participants described in Section 1. LTP's expenses that will be funded by the Red Cross for the first year of participation in the Aquatics Centennial Program are listed on Exhibit C 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 Aquatics Centennial funding assistance, if any,to be provided by the Red Cross to LTP in subsequent years; b. Provide training materials required to allow Program Participants to complete the Red Cross training contemplated under this Addendum; c. Provide promotional materials to inform the local community of the Aquatics Centennial Program; d. Provide requirements, processes and mechanisms to report the process and results of the Aquatics Centennial Program 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 Aquatics Centennial education and training. 3. Term and Termination. Unless terminated consistent with this Section 3, the term of this Addendum shall begin on the Addendum Date and shall continue thereafter for thirty-six (36) months. Either party may terminate this Addendum without cause upon thirty (30) calendar days advance written notice to the other party. Either party may immediately terminate this Addendum upon the other party's breach of its obligations under this Addendum. Termination of this Addendum will not automatically terminate the Agreement,but in the event the Agreement is terminated by either party,this Addendum will automatically terminate. 4. Compliance,Representations and Warranties: a. The Parties will comply with all applicable laws and regulations during performance under the Agreement.Neither Party will discriminate against any employee,applicant or Program Participant in connection with this Agreement because of any characteristic protected by applicable law or regulations. b. LTP represents, warrants and certifies: (i) compliance with all U.S. economic sanctions, anti- terrorism laws and anti-money laundering laws, including but not limited to the USA PATRIOT Act, the laws administered by the United States Treasury Department's Office of Foreign Assets Control, Executive Order 13224, and any local laws that apply in the jurisdiction in which LTP is operating and(ii)no child, indentured or forced labor or unauthorized workers will be used in any aspect of the provision of the Red Cross Courses or Aquatics Centennial Program hereunder. 5. Conflict of Interest;Business Ethics.LTP represents that no employee,principal,or affiliate of LTP holds any office in, or is an employee of,or is a member of the board of directors of,Red Cross or any Chapter or unit of Red Cross,except as shall have been disclosed by notice to Red Cross and for which Red Cross has waived any potential conflict of interest by notice to LTP. During the course of pursuing contracts with Red Cross and while performing services in accordance with this Addendum, LTP agrees to maintain business ethics standards which are aimed at avoiding any real or apparent improprieties or conflict of interest which could be construed to have an adverse impact on the dealing with the Red Cross. LTP shall take reasonable actions to prevent any actions or conditions which could result in a conflict with Red Cross's best interests. These obligations shall apply to the activities of LTP's employees,agents,and subcontractors in their deadlines and relations with Red Cross'current and former employees and relatives. 6. Intellectual Property and Data Use. a. Definitions: i. "Aquatics Centennial Materials"will include everything used,or provided to LTV for use by Red Cross,in connection with the Aquatics Centennial Program,including without limitation, reports, creative and other materials, manuals, photographs and all other documents or materials. ii. "Intellectual Property" means (i) inventions, discoveries, techniques, processes, methods, formulae, ideas,technical data and specifications,testing methods,research and development 1605 activities, computer programs and designs (including improvements and enhancements thereto and regardless of patentability), (ii) trade secrets and know-how, (iii) copyrightable material, (iv) trademarks and service marks (v) data related to the Aquatics Centennial Program,and(vi)all other forms of intellectual property. Intellectual Property may take any form, including without limitation,written,oral,electronic,digital or other form. iii. "LIP Marks" means LTP's trademark and tradenames set forth on Exhibit A hereto and subject to any use guidelines contained in such Exhibit. iv. "Red Cross Marks" means Red Cross's trademark and tradenames set forth on Exhibit B hereto and subject to any use guidelines contained in such Exhibit. b. Aquatics Centennial Materials. i. Subject to the terms and conditions of 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 Aquatics Centennial 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 not take any action inconsistent with LTP's ownership rights and will cooperate with LTP in the protection thereof. Red Cross will use the LTP Marks in accordance with the guidelines set forth on Exhibit A. ii. Subject to the terms and conditions of this Addendum,Red Cross grants LTP a fully paid-up, royalty-free, non-transferable, non-exclusive right and license to use and display the Red Cross Marks in the United States solely on and in conjunction with the Aquatics Centennial Materials produced by the Red Cross. 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. LIP will not take any action inconsistent with Red Cross's ownership rights and will cooperate with Red Cross in the protection thereof. LTP will use the Red Cross Marks in accordance with the guidelines set forth on Exhibit B. iii. LTP acknowledges that all Aquatics Centennial Materials will be owned exclusively by the Red Cross. LTP will not use or allow the use of the Aquatics Centennial Materials for any purpose other than LTP's performance under this Addendum without the prior written consent of the Red Cross. Immediately upon request, LTP will deliver to the Red Cross all Aquatics Centennial Materials. iv. The foregoing license shall terminate upon termination or expiration of this Addendum and unless otherwise agreed or permitted by law, a party shall cease all use of the other party's Intellectual Property licensed hereunder upon such termination or expiration. v, Except as expressly provided in this Agreement, no party shall use the Intellectual Property (including, without limitation,trademarks or tradenames)of any other party in any public statements(including any promotional or media opportunities)or in any other manner whatsoever, without obtaining such other party's prior written consent for each use. c. Aquatics Centennial Data. i. With respect to any data collected in connection with the Aquatics Centennial Program (including data regarding program offerings, LTP participants, course participants and community preparedness), as well an any other research projects or assessments undertaken 1605 by the Red Cross related to the Aquatics Centennial Program,LTP hereby acknowledges and agrees that it shall not have any rights in Intellectual Property or data generated therein,nor shall it have any publication rights related to such Intellectual Property or data without the express consent of the owner of such Intellectual Property and/or data. ii. With respect to any evaluation efforts permitted by the Red Cross in connection with the Aquatics Centennial, the evaluator will work with an institutional review board (IRB) to ensure that the research conducted on human subjects are scientific and ethical. Data will be maintained in accordance with the IRB consent,if any. d. LTP will execute, if and when requested,patent,copyright or similar applications and assignments to the Red Cross and any other documents deemed necessary by the Red Cross to vest ownership of Intellectual Property in the Red Cross. In the event Red Cross is unable for any reason whatsoever to secure LTP's signature to any document required to apply for or execute any patent, copyright or other applications with respect to Intellectual Property, LTP hereby irrevocably appoints the Red Cross and its authorized officers and agents as LTP's agents and attorneys-in-fact to execute and file any such application and to do all other acts to further the prosecution and issuance of patents, copyrights or other rights with respect to Intellectual Property with the same legal force and effect as if executed by Contractor. 7. Miscellaneous. a. The Agreement is incorporated herein by reference and, except to the extent modified by this Addendum,the Agreement remains in full force and effect. b. The parties specifically agree and acknowledge that 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 Aquatics Centennial. c. The parties are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement does not create a partnership or joint venture, and no party has the authority to bind the other party. d. In the event of any conflict between the terms of this Amendment and the terms of the Agreement,the terms of the Agreement shall control. e. This Agreement is binding upon and inures to the benefit of the parties hereto and their successors and assigns. Notwithstanding the foregoing,neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. f. If any provision of this Agreement is held to be invalid, illegal or unenforceable, then, to the extent that such invalidity, illegality or unenforceability shall not deprive any party hereto of any material benefit intended to be provided hereby,such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of this Agreement,and such provision shall be deemed to be severed from this Agreement. [Signature Page Follows] 16017 The parties, acting through their duly authorized officers, have executed this First Addendum to Licensed Training Provider Agreement,which shall come into force as of the Addendum Date. COLLIE• OUNTY THE AMERICAN ■ IONAL RED CROSS BOARD • ' COUNTY C KMISSIONERS , e , /-7---- Signatu = lttii.�1 /'� Signature: Name: 1�. ohvlq la�,v` Name: PATRICK SEASON Title: CHAIRMAN Title:AQUATICS TERRITORY REPRESENTATIVE Date: Z\=i\\1p Date: gl'-F 1 `-9 • , , , ed.as to form and -7 ity . & Q 44 I . '.-. ., County A, ATTEST` DWIGHT E BROCK,C$xt, By: atai i. .'' ; Attest as � �ai��i• g signature only. (9 16D5 EMT A LTP MARKS Collier County Parks and Recreation 1 i&ft5 EXHIBIT B RED CROSS MARKS American Red Cross 00YEARS OF WATER SAFETY To download camera-ready marks,complete the web form at redcross.org/brand. List Connie Harvey as the Red Cross contact. 1605 EXHIBIT C COLLIER COUNTY PARKS AND RECREATION LTP EXPENSES FUNDED BY RED CROSS OCTOBER 2015 TO SEPTEMBER 2015 Course/Program Number Fees 2015 LTS Facility Fee- 1 LTS Facility Fees waived-$300 76 to 500 participants • Immokalee Sports Complex ' ii S 'si mac" iib i4.' E^ 5; % 3 General Water Safety/Parent Unlimited(estimated 75 per year) No additional fees Education enrollees (National Water Safety Month activities) Pediatric CPR/AED Up to 25 enrollees AP fees waived-$19 OR Course fees for Online Only waived-$30 each Junior Lifeguarding course Up to 20 enrollees AP fees waived-$10 each Water Safety Instructor course Up to 12 enrollees AP fees waived-$35 each Lifeguard Management Up to 3 enrollees Course fees waived-$58 each Red Cross printed instructor and participant materials included for courses.