Agenda 02/09/2016 Item #16D 5 2/9/2016 16.D.5.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign an Agreement and its Addendum
with the American Red Cross to fund swim lessons through the Aquatics Centennial Program.
OBJECTIVE:,To promote awareness and provide greater access to aquatics safety programs.
CONSIDERATIONS: The Aquatics Centennial Program is offered by the American Red Cross
throughout the United States and provides swim lessons to persons in lower-income areas. Collier
County Parks and Recreation was approached by the American Red Cross to institute the Aquatics
Centennial Program under a Licensed Training Provider Agreement.
This Program will enable the Parks and Recreation Division to increase the number of swim programs
offered to children in Collier County,thereby enhancing Countywide drowning prevention initiatives.The
Program is estimated to generate approximately 100 participants. Lessons offered under the Program will
begin in the spring at the Golden Gate Aquatics facility and in the summer at the Immokalee Sports
Complex. The lessons associated with the Program will be offered during normal operating hours and
include all Preschool and Learn to Swim Levels 1-3 classes.
Under this Agreement and its Addendum,the Red Cross responsibilities include:
• Assist in offsetting additional expenses for expanded programming as listed in the Addendum
Exhibit C.
• Provide training materials required by Program participants for the completion of the Red Cross
training program.
• Provide promotional materials.
• Provide tools,resources and staff training required to implement the program.
The Parks and Recreation Divisions(Licensed Training Provider)responsibilities include:
• Expand its existing Learn-to-Swim Program and Junior Lifeguarding offerings.
• Expand its existing Water Safety Instructor and Lifeguarding training.
• Report the progress and results of the Aquatics Centennial Program education and training.
• Provide timely and accurate documentation of costs related to the expanded programming as a
result of the Aquatics Centennial program,including invoices if requested by the Red Cross.
FISCAL IMPACT: The Board approved fee for swim lessons is $40 per participant. Under this
Agreement, patrons will pay $5 to enroll and the Red Cross will reimburse the County $35 for each
student enrolled, so that the entire fee is covered. Additional operating expenses associated with this
Program have been estimated at approximately$7,440 in labor. All necessary materials will be provided
by the Red Cross. Labor expenses will be recovered through the revenues generated through this Program
estimated at approximately $9,500. The Red Cross will waive the $1,499 in fees normally associated
with the Agreement. Revenues and expenses for the Program have been budgeted within each facility's
operating budget.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
action.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a
majority vote for approval.—CMG
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RECOMMENDATION: That the Board of County Commissioners approves and authorizes the Chair
to sign an Agreement and its Addendum with the American Red Cross to fund swim lessons through the
Aquatics Centennial program.
Prepared by: Natali Betancur,Operations Analyst,Parks and Recreation Division
Attachments:
1) 2015 Licensed Training Provider Agreement(LTP),
2) Licensed Training Provider Agreement Appendix B-E
3) 2015 Aquatics Centennial LTP Addendum
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.D.16.D.5.
Item Summary: Recommendation to approve and authorize the Chairman to sign an
Agreement and its Addendum with the American Red Cross to provide aquatic safety programs.
Meeting Date: 2/9/2016
Prepared By
Name: BetancurNatali
Title: Operations Analyst,Parks &Recreation
1/8/2016 12:12:46 PM
Approved By
Name: WilliamsBarry
Title:Division Director-Parks &Recreation,Parks&Recreation
Date: 1/8/2016 4:50:03 PM
Name: TownsendAmanda
Title: Division Director-Operations Support,Public Services Department
Date: 1/12/2016 11:06:36 AM
Name: Washburnllonka
Title: Manager-Park Operations,Parks&Recreation
Date: 1/13/2016 2:34:22 PM
Name: GreeneColleen
Title:Assistant County Attorney,CAO General Services
Date: 1/14/2016 1:42:56 PM
Name: Joshua Thomas
Title: Grants Support Specialist, Grants Management Office
Date: 1/25/2016 9:40:41 AM
Name: CarnellSteve
Title: Department Head-Public Services,Public Services Department
Date: 1/26/2016 11:07:10 AM
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Name: KlatzkowJeff
Title: County Attorney,
Date: 1/28/2016 4:15:08 PM
Name: StanleyTherese
Title: Manager-Grants Compliance, Grants Management Office
Date: 2/1/2016 11:40:22 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 2/1/2016 1:59:42 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 2/1/2016 3:30:11 PM
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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,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. 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 LTP 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 LIP 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
GA
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AIN American Preplaredness and Health and Safety Services
,T) 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 biliingPredcross.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
411.0
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.American Preparedness and Health and Safety Services
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. 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.
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 D,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 0.
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.
lomemor vow "ea
Red Cross Licensed Training Provider Agreement—09.01.2015;Modified 1.6.2016pb Page 3
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gal American Preparedness and Health and Safety Services
Red 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: Collier County Board of County The American National Red Cross
Commissioners
Customer Signature: Red Cross Signature:
Name: Name: Patrick Beason
Title: Title: Territory Aquatics Specialist,Florida
Date: Date:
Approved as to form and legality
Assistant County Attorney
ATTEST:,
DWIGHT E. BROOK, Clerk
By:
Red Cross Licensed Training Provider Agreement—09.01,2015;Modified 1.6.2016pb Page 4
CA
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American Preparedness and Health and Safety Services
Red Cross Licensed Training Provider Agreement
Licensed Training Provider Agreement
Appendix A—Contact Information
-
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:i
Customer Contact Phone: . Extension:
Billing Contact Name:
Billing Contact Phone: ; Extension:
Billing Contact Email
Customer Billing Address : 3299 Tamiami Trail East
Naples,FL 34112
US
Red Crass C ntact inforfii l
Name: Patrick Beason
Phone: (954)797-3833 Ext.: 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
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American Preparedness and Health and Safety
a
`' d Cross Services
Appendix B —Courses, Equipment, Materials, and Fees
Product Code Product Quantity Sales Price
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 Facilit Fee Facilities that offer Red Facilities that do not offer
y Cross Lifeguarding Red Cross Lifeguarding Completion Cards Included
(required to teach Learn-to-Swim
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?feeootion=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
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American repare ness and alt and Safety Services
Toi 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 @redcross.orq sallysafety @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.org.
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1 American
MIM 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
/°1
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American and Health and Safety Services
Cross H 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. 1
6.Red Cross Competitors with Whom LTP Is Affiliated(listed alphabetically and in no order ofnportance)
❑American Heart Association (AHA) n National Aquatic Safety Company(NASCO)
❑American Safety& Health Institute(ASHI) ❑ National Safety Council
n Ellis and Associates n Starfish Aquatics Institute
H Emergency Care and Safety Institute (ECSI) ❑SwimAmerica
❑ Health and Safety Institute (includes ASHI and n Young Mens Christian Association (YMCA)
Medic First Aid)
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American Preparedness and Health and Safety Services
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
American Cross American Red Cross
j Red .
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
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American
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"come 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;
provided that LIP 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 LTP's participatio
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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 LTP 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
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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. "LTP 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. LTP 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, LW participants, course participants and
community preparedness), as well an any other research projects or assessments undertaken
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2/9/2016 16.D.5.
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]
6
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2/9/2016 16.D.5.
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.
COLLIER COUNTY THE AMERICAN NATIONAL RED CROSS
BOARD OF COUNTY COMMISSIONERS
Signature: Signature:
Name: Name: PATRICK BEASON
Title: CHAIRMAN Title:AQUATICS TERRITORY
REPRESENTATIVE
Date: Date:
Approved as to form and legality
Assistant County Attorney
ATTEST:
DWIGHT E. CROCK, Clerk
By:
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2/9/2016 16.D.5.
EXIiIBIT A
LTP MARKS
Collier County Parks and Recreation
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2/9/2016 16.D.5.
EXHIBIT B
RED CROSS MARKS
American
Cross
,,,,...)+ 1 . 0' ' '' ' '''' A S
, OF WATER SAFETY
To download camera-ready marks,complete the web form at redcross.org/brand.
List Connie Harvey as the Red Cross contact.
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2/9/2016 16.D.5.
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- $300
76 to 500 participants
• Immokalee Sports
Complex
i t°.s , ' , � w,k , yt� t
¢ i t +45 s s� tt
IjlW$ gip, j ry
1 m b e. i� x(R�� °� d�'9> l3`as €as k
,,7 ..... R� 1;. k 3-_.,,; igi :,7 31'..iii :,,ii„--..,, --'-._.)
l o m ^ ;1 sT° EY. a,,x� oto.J x`kb SjR ie
a� Ainq a a. t a� I !:a `t:
ill� a f�° i i 4 4 d1 rN6 ' l f P
schol h !!�9 9;31€Ga`' ��95 3 3K6 )
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.
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