AGR-7546 - AMERICAN RED CROSS - LICENSED TRAINING PROVIDER AGREEMENT - AUG 31, 2020DocuSign Envelope ID:25B90A02-CE9C-45F5-BBEB-EE37FF9C8D95 PGA-1.51t-b
American Training Services
f' 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 City of Orange the "LTP") (each a
Party" and together the "Parties"), effective as of the last date of signature set forth below("Effective Date"),
for the purpose of licensing Red Cross training materials and curriculum to LTP in order to permit individuals
who are (i) either employees or volunteers of LTP,and (ii) are also Red Cross-certified instructors in good
standing("Instructors"),to deliver instruction in the Red Cross training courses that are included within the
product package(s) listed in Appendix B ("Courses") at the locations designated in Appendix C.
1. LTP Responsibilities. LTP will:
1.1. Teach Courses using only Red Cross-approved instructional materials and other copyrighted and
proprietary educational content as Red Cross may provide from time to time to licensed training
providers of Course instruction ("Course Materials"), using only Instructors who possess current,
appropriate Red Cross instructor certification for each such Course, and in compliance with the most
current Red Cross Training Provider Resource Guide ("Guide"), policies and procedures (collectively,
the "Policies")
1.2. Before commencing instruction activities under this Agreement, provide Red Cross with a list of all
Instructors who will teach Courses on behalf of LTP.
1.3. Notify Red Cross within ten (10) business days of any additions to or deletions from LTP's list of
Instructors who will teach Courses on behalf of LTP.
1.4. Only sponsor, promote, and teach Courses and otherwise perform under this Agreement within the
United States of America and its territories ("U.S."), as the Red Cross is only permitted to solicit,
deliver services and provide program support within the U.S.
1.5. Permit Red Cross to enter upon LTP's premises and perform random observations of LTP's Courses.
1.6. Enter accurate and complete records for each completed Course ("Course Records"), along with all
other requested information, into the Red Cross's Learning Management System or any similar,
successor system ("LMS")within ten (10) calendar days of each completed scheduling instance of a
Course (each such instance hereinafter referred to as a "Class"), and comply with all terms and
conditions of the LMS during such use.
1.7. Only issue Course completion certificates, using Red Cross-approved systems and forms,to students
who have successfully completed a Course that has been administered in compliance with this
Agreement(it being understood that Red Cross may invalidate any Course completion certification not
issued in conformity with this section 1.7).
1.8. Pay all fees payable under this Agreement when due, in accordance with section 5 below.
1.9. Obtain and maintain adequate insurance to cover its performance, and the performance of its em-
ployees,volunteers, and contractors, under this Agreement, as Red Cross insurance does not extend
to LTP or its Instructors.
2. License to Course Materials;Access to Red Cross LMS and CPS.
2.1. Red Cross is the owner of Course Materials. Subject to the terms and conditions of this Agreement, Red
Cross hereby grants LTP a limited, non-exclusive, non-transferrable, and non-sublicensable license to
publicly display and perform, Course Materials solely for the purpose of conducting Courses authorized
under this Agreement. LTP may not revise, edit or create derivative works of Course Materials, in whole
or in part.
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Red CrossLicensed Training Provider Agreement
2.2. Course Materials will be made available to LTP by digital download or other means as determined by
Red Cross. LTP shall only obtain Course Materials for Courses that LTP is authorized to provide, and only
through distribution means either authorized or directed by Red Cross.
2.3. Red Cross will provide LTP with access to the LMS and an authorized means of digitally downloading
and printing Course completion certificates in a form determined by Red Cross. LTP has no right or au-
thorization to design or create its own Course completion certificates.
2.4. LTP shall use reasonable efforts to protect the Course Materials from use not permitted under this
Agreement.This Agreement does not constitute a transfer of ownership rights in the Course Materials.
LTP shall not use facts and information from the Course Materials to create its own courses and course
materials.
2.5. LTP may,from time to time,at its election, participate in Red Cross's Class Posting Service ("CPS"). Us-
ing the CPS, licensed training providers of Red Cross may advertise the availability of courses to pro-
spective students on Red Cross's on-line store,for additional fees. LTP agrees that its participation in
the CPS will be governed by the terms and conditions contained in Red Cross's CPS User Guide, as the
same may be amended from time to time. Red Cross may suspend or terminate the CPS with respect
to all licensed training providers, including LTP, at any time or from time to time, in its sole discretion.
3. Use of Names and Marks.
3.1. Red Cross grants LTP the limited, non-exclusive, non-transferable and non-assignable license in the U.S.
to use the name and logo of the Red Cross in the format set forth in the Guide (the "Authorized Mark")
solely to promote that LTP is an authorized provider of the Courses, and subject to all restrictions
herein this Agreement and the Policies.
3.2. Except as expressly provided in this Agreement, neither Party may use the other Party's name(s), logos
trademarks or other intellectual property in marketing materials, press releases, presentations other
than Courses, or otherwise without the advance written consent of the,other Party,which consent may
be granted or withheld in the other Party's sole discretion.
3.3. LTP shall not state or imply that that Red Cross sponsors or endorses LTP's business, products or ser-
vices generally, or that any other training courses and services other than the Courses, are owned or
endorsed by or otherwise associated or affiliated with Red Cross.
3.4. LTP shall not (i) create a compound mark with the Authorized Mark or(ii) use the Authorized Mark with
any other design, slogan or trademark when such combination would tend to cause confusion as to
source or affiliation.
3.5. LTP shall not in any instance, use a Greek red cross design in association with its business,goods and/or
services.
4. Term and Termination.
4.1 This Agreement will be effective as of the Effective Date listed above and ends on the day before the
thirty-six(36) month anniversary thereof, unless earlier terminated as provided below.
4.2 Red Cross may immediately terminate this Agreement if LTP breaches this Agreement. Red Cross may
also terminate this Agreement if LTP breaches the terms of the CPS.
4.3 Either Party may terminate this Agreement with advance written notice to the other Party of at least
thirty(30) days.
4.4 Notwithstanding expiration or any termination of this Agreement,the provisions of this Agreement will
continue to govern with respect to any amounts payable to Red Cross for Courses completed prior to
such expiration or termination.The Parties'obligations under section 7 below will also survive expira-
tion or any termination of this Agreement.
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5. Fees and Invoicing.
5.1 LTP will remit payment by credit card upon entry of Course Records into LMS; or will be invoiced, if
approved.All fees for CPS are non-refundable and will be paid by credit card at the time LTP submits the
Class for posting.
5.2 For each Class enrollee, LTP will be charged the per student fee that is applicable to that Course. Courses
are included within the product package(s) listed on Appendix B. Fees for Courses are set forth in the
price list attached to Appendix B.
5.3 Red Cross may approve or deny LTP's request to be invoiced at Red Cross's sole discretion. Invoices will
be sent via postal mail, may be issued up to four(4)times per month, and will include all transactions
submitted in that billing period. Payment in full is due thirty(30) days from the date of each invoice. Past
due amounts will be subject to collections actions and may be referred to an external collections agency.
In such an event, Red Cross will be entitled to all costs of collection including interest, reasonable
attorney's fees and litigation expenses, and collection agency fees and expenses. LTPs with high credit
risk or late payments may also result in the suspension or termination of LTP's invoicing privileges at Red
Cross's sole discretion. Credit card payment upon submission of Course Records will be required if
invoicing privileges are suspended or terminated, and such payment will be a condition to Red Cross's
issuance of Course completion certificates from and after such suspension or termination.
5.4 If approved for invoicing, LTP may elect to have invoices delivered electronically to one (1) email
address. LTP will provide Red Cross a single valid email address for electronic invoice delivery. LTP will
receive a link in the email to a PDF copy of the invoice,which link will expire after thirty(30) days. LTP
understands that LTP will not receive an invoice via postal mail after enrollment in electronic invoice
delivery.
5.5 If LTP desires that invoices issued by Red Cross reflect LTP-issued purchase order numbers,then any
such purchase order must be received by Red Cross at least ten (10) business days prior to the Class
date; it being understood that under no circumstance will the absence of a LTP-issued purchase order
number on any invoice excuse LTP's timely payment of that invoice.
5.6 To pay an invoice by credit card or to establish ACH payments, call 888-284-0607.To pay an invoice by
check, include the remittance advice showing the LTP account name, customer number and invoice
number, and send to:
American Red Cross-Training Services
25688 Network Place
Chicago, IL 60673-1256
5.7 If LTP desires that Red Cross use LTP's vendor payment portal, Red Cross will not be obligated to pay LTP
or any third party any fee or expense for such use, regardless of any provision to the contrary in such
portal's terms of use. LTP will, on demand, promptly reimburse Red Cross for any such fee or expense.
5.8 If LTP has account balance or invoice questions or concerns, immediately upon receipt of invoice, LTP
may email billing@redcross.org or call 888-284-0607 to report and resolve the inquiry.
5.9 At least annually, Red Cross will review its national Course price list, and may increase its prices for
Courses. Red Cross will notify LTP of any such increase.Such notice (which Red Cross may send to LTP's
contact fornotices or contact for billing in Appendix A)will specify the date on which the increase will
take effect under this Agreement.That date will be at least thirty(30) days after the date of such notice.
As of that effective date, prices under this Agreement will automatically be modified to reflect such
increase without need for the Parties to take any other action, including(without limitation)the
execution of any separate modification of, or amendment to this Agreement.
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5.10 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,the LTP will be responsible for any costs associated with
the re-training of course participants. Red Cross, at its sole discretion,will determine the appropriate
party to conduct the re-training,which may include the LTP or any Red Cross employee,volunteer, or
third-party licensed training provider.
6. Notices. Each Party's contacts for notices and billing under this Agreement is listed on Appendix A.
7. Confidentiality. Except as required by applicable law or otherwise provided herein, each Party will maintain
the confidentiality of all provisions of this Agreement or other confidential information, documents and
materials received for the purposes of this Agreement.
8. Intellectual Property.
8.1 Red Cross reserves all rights not expressly granted herein, in its registered and common law trademarks,
service marks, names, emblems, logos and designs including without limitation,the Authorized Mark
the "Red Cross Marks"), and in the Course Materials in whole or in part (collectively the "Red Cross IP").
8.2 LTP acknowledges and agrees that the Red Cross IP is and shall remain the property of Red Cross, and
that the license granted under this Agreement does not constitute a transfer to LTP of any ownership
rights in the Red Cross IP. Further,the Parties agree and acknowledge that LTP's use of the Red Cross IP
shall inure solely to the benefit of Red Cross.
8.3 LTP shall not commit, or cause any third party to commit,any act challenging, contesting or in any way
impairing or attempting to impair Red Cross's right,title and interest in and to the Red Cross IP, includ-
ing seeking registration of the Red Cross IP in whole or in part, or of any confusingly similar trademark or
service mark anywhere in the world or incorporating LTP's business under the Red Cross Marks or any
aspect of the Red Cross Marks or any name confusingly similar to the Red Cross Marks.
8.4 Upon the expiration or termination of this Agreement, all rights in the Red Cross IP herein granted to
LTP immediately expire, and LTP will immediately cease all use of the Red Cross IP.
9. Miscellaneous.
9.1 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 LTP shall promptly
negotiate in good faith a lawful,valid and enforceable provision that is as similar in terms to such Invalid
Provision as may be possible while giving effect to the future benefits and burdens accruing to the
Parties hereunder. But, in no way will the Invalid Provision affect the validity or enforceability of any
other portion or provision of this Agreement, regardless of the ability of the Parties to negotiate a new
provision.
9.2 Independent Contractors. Each Party is an independent contractor with respect to the other, and
nothing herein shall create any association, partnership,franchise,or joint venture between the Parties
or an employer-employee relationship. No agent, employee or servant of any Party shall be,or shall be
deemed to be,the employee, agent or servant of the other Party,and each Party shall be solely and
entirely responsible for its acts and the acts of its agents, employees and servants.
9.3 Assignment. Neither Party's rights under this Agreement may be assigned,or its obligations delegated,
in whole or in part,without the prior written consent of the other Party.Any attempted assignment or
delegation in violation of the foregoing will be null and void.
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Red Cr Licensed Training Provider Agreement
9.4 Governing Law.The Agreement is governed by the laws of the District of Columbia,without giving effect
to its choice or conflict of law rules.
10. Entire Agreement; Modifications and Waivers.This Agreement constitutes the entire agreement between
the Parties and supersedes all prior agreements, understandings and representations, both written and oral,
between the Parties with respect to the subject matter of this Agreement.Amendments, addenda and
waivers to this Agreement will be effective only if made, in each case, by a non-preprinted document clearly
understood by both Parties to be an amendment, addendum or waiver,as the case may be.Any additional
or different terms or conditions contained in any purchase order, confirmation, receipt, invoice,click-
through agreement, or similar documents will not be binding on either Party,whether or not such terms and
conditions would materially alter this Agreement(and even if the receiving Party has signed or otherwise
acknowledged such purchase order, confirmation, receipt, invoice, click-through agreement or similar
document), and each Party hereby rejects all such additional or different terms and conditions.
The Parties, acting through their duly authorized officers, have executed this Agreement,which shall come into
force as of the Effective Date. Execution of this Agreement confirms LTP's receipt of the Training Provider Re-
source Guide,which may be updated from time to time.
LTP Name:City of Orange The American National Red Cross
LTP Signature:--"":`°" Red Cross Signature "
oku Afimole
Name:Bonni e`F "a Name: Zachary Tamayo
Title: Assistant City Manager for CM Title:Assoc IV, P&H Sales
Date:8/31/2020 Date:8/31/2020
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ross Licensed TrainingProvider Agreementg
Licensed Training Provider Agreement
Appendix A—Contact Information
Licensed Trainin: Provider LTP Information
LTP:City of Orange
LTP Address:230 E. Chapman Ave LTP Fax: (714) 744-7251
Orange CA 92861
LTP Account Number:05264APCITY078
LTP Contact: Bonnie Hagan
LTP Contact Email: bhagan@cityoforange.org
LTP Contact Phone:714-744-7264 Extension:
NOTE:All Billing Contact information MUST be completed for a specific individual;not a system/generic email)
LTP Billing Contact Name: Emily Bustamante
LTP Billing Contact Phone: 714-744-5599 Extension:
LTP Billing Contact Email: ebustamante@cityoforange.org
LTP Billing Address:230 E. Chapman Ave Orange CA 92861
LTP DUNS Number:
Email for Invoice Delivery(if electing electronic invoice delivery):
Notices to be delivered to LTP Contact, above.
Red Cross Strategic Account Executive
Name:Zachary Tamayo
Phone: Ext.:Email:zachary.tamayo@redcross.org
Legal Notice to be delivered to your Red Cross Strategic Account Executive with a copy to The American National
Red Cross, Office of the General Counsel at 43118T"Street NW,Washington, DC 20006.
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