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HomeMy WebLinkAboutLicensed Training Provider Agreement (BPW Approved 5/1/2024) City of Jeffersonville Government Contract Coversheet Please note: All information MUST be completely filled out and submitted to Clerk's Office within 48 hrs of execution. Date Submitted to Clerk: 5/1/2024 Department: Safety Vendor Name: American Red Cross Sign Date: 5/1/2024 Ending Date: 5/1/2027 Amount of Original Contract: $0 for contract. Price per certification Is this an amendment or change order to original contract? No Amended Contract Amount: Purpose: safety training certifications For Clerk's Office to fill out Date uploaded to Gateway: DocuSign Envelope ID: D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training 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 City of Jeffersonville (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 LTP to deliver instruction in the Red Cross training courses that are included within the product package(s) listed in Appendix B ("Courses"). 1. LTP Responsibilities. LTP will: 1.1. Only permit an individual to teach a Course and submit Course Records (as defined below) under LTP's account in Red Cross's learning management system ("LMS") if that individual (i) has an active certifi- cation by Red Cross to teach the Course, and is otherwise in good standing as an instructor with Red Cross, when the Course is delivered, and (ii) has been authorized by LTP to teach Courses on LTP's be- half and enter records for completed Courses("Course Records") on LTP's behalf in Red Cross's LMS before the Course is delivered. (Individuals who satisfy all of these conditions are hereinafter referred to as"Instructors"). 1.2. Cause Instructors to teach Courses using only Red Cross-approved instructional materials and such other copyrighted and proprietary educational content as Red Cross may provide from time to time to licensed training providers of Course instruction ("Course Materials"), in compliance with the most current Red Cross Training Provider Resource Guide ("Guide"), curricula, policies, and procedures, as the same may be amended or supplemented from time to time (collectively, the "Policies"), which Policies, as of the Effective Date, are available at https://www.redcrosslearningcenter.org. 1.3. 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 operate within the U.S. 1.4. Permit—or, upon Red Cross's request, obtain permission for—Red Cross to enter upon the premises at which Courses are taught so that Red Cross can observe LTP's Courses. Red Cross will cooperate with LTP in the scheduling of any such visit, but LTP may not notify its Instructors in advance of a scheduled visit. 1.5. Enter accurate and complete Course Records for each completed Course, along with all other requested information, into the Red Cross's LMS within ten (10) calendar days of the date that any scheduling instance of a Course (each a "Class") has been completed, and comply with all terms and conditions of the LMS during such use. 1.6. Only issue Course completion certificates, using Red Cross-approved systems and forms, to students who have successfully completed a Course that has been administered by the required number of Instructors and otherwise in compliance with the Policies and this Agreement (it being understood that Red Cross may, in addition to other remedies, invalidate any Course completion certification not issued in conformity with this section). 1.7. Pay all fees payable under this Agreement when due, in accordance with section 5 below. 1.8. Be responsible for LTP's acts and omissions, and the acts and omissions of its Instructors, in connec- tion with the delivery of Courses under this Agreement. 1.9. Maintain insurance (or, if LTP is a public entity, self-insure through a publicly recognized self-insurance program) to cover its performance under this Agreement, as Red Cross insurance does not extend to Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 1 DocuSign Envelope ID. Di AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 An American Training Services Red Cross Licensed Training Provider Agreement LTP or its Instructors. If aquatics courses are included among the Courses that LTP is authorized to de- liver under Appendix B, maintain, at minimum, the types and limits of coverage set forth in Appendix C. Provide proof of insurance coverage to Red Cross upon its request. 2. License to Course Materials; 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. 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 authorized by Red Cross. 2.3. Any certificates memorializing the successful completion of any Course may be issued only through the LMS. LTP has no right or authorization 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 Red Cross sponsors or endorses LTP's business, products or services generally, or that any other training courses and services other than the Courses, are owned or en- dorsed 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 or ser- vices. 4. Term and Termination. Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 2 DocuSign Envelope ID:D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 An American Training Services Red Cross Licensed Training Provider Agreement 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 sections 5.10 and 7 below will also survive expiration or any termination of this Agreement. 5. Fees and Invoicing. 5.1 For each Course enrollee, LTP will be charged the per-student license 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. 5.2 Unless LTP has been approved for invoicing, LTP will remit payment by credit card upon entry of Course Records into LMS. All fees for CPS are non-refundable and will be paid by credit card at the time LTP submits the Class for posting. 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. If LTP does not pay any amount by the payment due date, the Red Cross may, in its sole discretion (a) suspend or terminate the LTP's invoicing privileges and require credit card payment at the time LTP enters Courses into LMS; or (b) suspend or terminate the LTP's right to deliver Red Cross training and enter Course Records into LMS. If the Red Cross pursues collections action to recover past due amounts, the LTP will be responsible for all costs of collection including reasonable attorney's fees and collection agency fees and expenses. 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 PDF copy of the invoice. 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 an 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 Red Cross is not obligated to use LTP's vendor payment portal. If LTP desires that Red Cross use LTP's vendor payment portal, LTP must make such a request in writing. Red Cross may grant or deny the request in its sole discretion. Acceptance of such a request may only be made in writing by an authorized representative of Red Cross. LTP must continue to pay invoices delivered by mail or email on a timely basis while such a request is pending. If Red Cross elects to use LTP's vendor payment portal, Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 3 DocuSign Envelope ID:D1AB8GB6-BD40-4A4A-9E5F-1957F5BA48D3 t1 American Training Services . Red Cross Licensed Training Provider Agreement 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 for notices 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. 5.10 If the Red Cross determines that any Course offered by the LTP is not taught in accordance with Red Cross Policies,the LTP will be responsible for any costs associated with re-training Course participants. Red Cross, at its sole discretion, will determine the appropriate party to conduct re- training, which may include the LTP,or any Red Cross employee,volunteer, or third-party licensed training provider. LTP's obligation to pay for retraining under this section will survive the expiration or earlier termination of this Agreement with respect to any such retraining that takes place after the effective date of expiration or termination; and the provisions for invoicing and collection of past-due amounts set forth in this Section 5 will continue to govern with respect to any such obligation. 6. Notices. Each Party's contacts for notices and billing under this Agreement are listed on Appendix A. 7. Confidentiality. Except as required by applicable law or otherwise provided herein, LTP will maintain in confidence the pricing information set forth in Appendix B. 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 Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 4 DocuSign Envelope ID:D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training Services Red Cross Licensed Training Provider Agreement 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 partnership, franchise, or joint venture between the Parties or an employer-employee or agency 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. LTP may not assign its rights under this Agreement, or delegate its obligations, in whole or in part, without the prior written consent of Red Cross. Any attempted assignment or delegation in violation of the foregoing will be null and void. 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. 9.5 Inapplicability of Procurement Terms. This Agreement is not a contract for the purchase, sale, or use of personal property or for the rendering of personal or professional services by Red Cross. It is only a limited license in Red Cross IP. It is, therefore, not subject to policies, regulations, terms, conditions, or other requirements of LTP or any third party (including, but not limited to, the Federal Acquisition Regulation and any agency supplement thereto, and the U.S. Office of Management and Budget's Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards)that relate only to suppliers and vendors of goods or services. Under this Agreement, Red Cross will not carry out part of any Federal award received by LTP. Neither Red Cross, the host of its LMS, nor any other vendor to Red Cross in connection with this Agreement, will act as, nor may any of them be deemed, (i) a subcontractor to Red Cross or a first-tier or lower-tier subcontractor or sub-grantee to LTP under any prime contract or grant, or(ii) a first-tier or lower-tier processor of personal or other data for LTP or any third party. 9.6 Data Processing. Red Cross operates the LMS as a nationwide system of course certification. It does not operate the LMS as a service to, or as an agent or for the benefit of, LTP. Insofar as Red Cross collects, processes, transmits, stores, or otherwise manages data, including personal data, contained in Course Records, it will not be doing so for, or on behalf of, or as a service to, LTP. Red Cross retains all rights in and to the LMS and any Course Records uploaded by LTP into the LMS. 9.7 Entire Agreement. 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. 9.8 Amendments and Waivers. 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, and signed by both Parties. 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. 9.9 Mutual Representations. Each Party is relying upon the truth and accuracy of the following warranties, as made by the other Party, as a material inducement to entering into this Agreement: Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 5 DocuSign Envelope ID: D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training Services up American Red Cross Licensed Training Agreement A reement A. LTP warrants that any information it has tendered to Red Cross concerning its legal status, identities of its directors, officers, shareholders, or other principals and affiliates, financial condition, current and historical operations, insurance coverages, and all other information requested by Red Cross in connection with any inquiry into LTP's capabilities and qualifications as a prospective licensed training provider of Red Cross, was, on the date it was provided to Red Cross and on the Effective Date, true and accurate in all respects and free of any misleading omissions. LTP acknowledges that the foregoing warranty is a material inducement for the Red Cross to enter into this Agreement. B. Each Party represents to the other that it is duly organized or incorporated and validly existing under the laws of the state where it is organized or incorporated (or, if it is organized under federal law, that it is duly organized and validly existing under the laws of the United States), that it has the power and authority to enter into this Agreement and carry out its provisions, that it has taken all actions required for it to enter into the Agreement prior to the Effective Date, that its representative who has signed this Agreement below is duly authorized to execute and deliver this Agreement, and that this Agreement is legally binding upon and enforceable against it. The Parties, acting through their duly authorized officers, have executed this Agreement, which shall come into force as of the Effective Date. Ex ution of this Agreement confirms LTP's receipt of the Training Provider Re- source Guide, which may be d ed fr m time to time. The American National Red Cross LTP Name: City of Je so ille LTP Signature: Red Cross Signature: 1— Name: Mike Moore e. Sasha Bouchacra Title: Mom` ,p r Title: Sales Representative Date: S- t - al! Date: 4/25/2024 Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 6 DocuSign Envelope ID. D1AB8GB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training Services �: Red Cross Licensed TrainingProvider Agreement g Licensed Training Provider Agreement Appendix A— Contact Information Licensed Training Provider(LTP) Information LTP: City of Jeffersonville LTP Address: LTPP 500 Quartermaster Ct. JeffersonvillelN 4�1 LTP Account Number: 14036C0J LTP Contact: Brian Smith LTP Contact Email: bsmith@cityofjeff.net LTP Contact Phone: 5027954162 Extension: (NOTE:All Billing Contact information MUST be completed for a specific individual; not a system/generic email) LTP Billing Contact Name:Brian Smith LTP Billing Contact Phone: 5027954162 Extension: LTP Billing Contact Email: bsmith@cityofjeff.net LTP Billing Address: 500 Quartermaster Ct. Jeffersonville IN 47130 LTP DUNS Number: 071320964 Email for Invoice Delivery(if electing electronic invoice delivery): Notices to be delivered to LTP Contact, above. Red Cross sales representative Name: Sasha Bouchacra Phone: (833) 676-3491 Ext.: 134689 Email: sasha.bouchacra@redcross.org Legal Notice to be delivered to your Red Cross sales representative with a copy to The American National Red Cross, Office of the General Counsel at 431 18TH Street NW, Washington, DC 20006. Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 7 DocuSign Envelope ID: D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training Services Red Cross Licensed Training Provider Agreement Licensed Training Provider Agreement Appendix C— Insurance Requirements for Aquatics LTPs LTPs who have Aquatics Courses included in Appendix B are required to maintain General Liability insurance cov- erage in an amount not less than $1,000,000 per occurrence naming the Red Cross as additional insured. The policy shall be written as primary policy coverage and not contributing with, or in excess of, any coverage which the Red Cross may maintain. Coverage limits may be met by a combination of primary and excess or umbrella policies. If LTP is a self-insured public entity, LTP must provide a certificate of self-insurance. LTP shall provide the Red Cross with certificates of insurance ("COls") evidencing the required insurance cover- age and limits prior to the commencement of training activities under this Agreement, and renewal certificates, for as long as this Agreement is in effect, to the Red Cross contact referenced in Appendix A. In addition, LTP shall provide Red Cross with COls that conform to the above requirements for each affiliate, division, operating unit, and branch office of LTP that conducts training activities under this Agreement and maintains insurance coverage separate from LTP. LTP agrees to notify the Red Cross prior to any cancellation or nonrenewal of the required insurance policies. The Certificate of Insurance (COI) provided must be completed as follows: Certificate Holder: The American National Red Cross 431 18th Street, NW Washington, D.C. 20006 Description of Operations (shall read as follows): RE: Licensed Training Provider Agreement. THE AMERICAN NATIONAL RED CROSS, ITS GOVERNORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PERMITTED ASSIGNS ARE INCLUDED AS ADDITIONAL INSUREDS WITH REGARDS TO GENERAL LIABILITY. PRIMARY AND NON- CONTRIBUTORY POLICY LANGUAGE IS INCLUDED WITH RESPECT TO GENERAL LIABILITY WHERE REQUIRED BY CONTRACT. All such insurance carriers shall be authorized to do business in the state in which Courses are being provided. Red Cross Licensed Training Provider Agreement—r.10.10.2023 Page 8 DocuSign Envelope ID: D1AB8CB6-BD40-4A4A-9E5F-1957F5BA48D3 American Training Services Red Cross Licensed Training Service Agreement Appendix B — Product Packages and Price List Product Packages(s) AP/LTP-Aquatics Other AP/LTP-Lifeguarding AP/LTP-CPR/AED for the Prof Rescuer AP/LTP-FA/CPR/AED (Price List Attached) Additional Product Packages can be added as needed. Please contact your Red Cross representative as listed on Appendix A. Learn to Swim(LTS) Facility Fee- per pool(s)Location Annual Volume of Enrollees LTS Facility Fee Facilities that offer Red Facilities that do not offer Completion Cards (required to teach LTS Cross Lifeguarding Red Cross Lifeguarding Included Program) 0-75 $200 $240 75 76-500 $300 $360 500 501-999 $650 S780 1000 1000+ I $975 $1,170 1500 Customers with Partner Access may register for LTS and pay the LTS facility fee by submitting a request through the American Red Cross Learning Center: https://www.redcrosslearningcenter.org Partner Access can be requested through your Red Cross representative as listed on Appendix A. Customers without Partner Access can call 1-800-RED-CROSS (800-733-2767)to register and pay via credit card by phone. Equipment and Materials Training equipment, materials and other supplies may be purchased through your Red Cross representative as listed on Appendix A. or www.RedCrossStore.org. Method of Payment Preferred Payment Type Invoice Red Cross Licensed Training Provider Appendix B (AQ)r.10.18.2019 Page 1