Addendum To Licensed Training Provider Agreement
This Addendum To Licensed Training Provider Agreement (“Addendum”) is made by and between The American National Red Cross (“Red Cross”) and the Licensed Training Provider listed in the signature block below (“LTP”), effective as of the last date of signature (“Effective Date”), is made a part of and subject to the terms of the Licensed Training Provider Agreement currently in effect between the Parties as of the date of this Addendum (the “Agreement”) for the purpose of setting forth the terms and conditions under which LTP may participate in Red Cross’s Centennial Campaign. Capitalized terms used in this Addendum and not otherwise defined herein shall have the meaning assigned to them in the Agreement.
WHEREAS, LTP has been permitted to teach Red Cross Courses under the Agreement, and LTP would now like to participate in a program in connection with the American Red Cross’s Centennial Campaign, which is designed to promote awareness of and access to the American Red Cross Water Safety education and training in identified communities by (1) teaching people to swim in identified communities where drowning rate is above national average, (2) motivating children and families to “come to the water” to become competent in the water and learn about water safety at a local facility, and (3) endeavoring to create a sustainable ecosystem of water safety to help make communities safer; and WHEREAS, Red Cross wishes to engage LTP in the Centennial Campaign, and LTP wishes to engage in the Centennial Campaign, subject to the terms and conditions of this Addendum.
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
In connection with the Centennial Campaign, LTP agrees that it will:
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”); Expand its existing Lifeguarding and implement Water Safety Instructor training to offer the additional LTS and Junior Lifeguarding offerings; Provide Program Participants opportunities to take LTS courses through Level 4; Provide opportunities for parents of Program Participants to participate in Red Cross water safety and CPR/AED training courses; Use reasonable, good faith efforts to participate in promotional and media opportunities to inform the local community of the goals of the Centennial Campaign, including the importance of swimming and water safety training; 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 4 of this Addendum and the Agreement; Participate in, and provide information, in support of projects to evaluate the effectiveness of the Centennial Campaign education and training, on a voluntary basis; Report the progress and results of the Centennial Campaign education and training courses to the Red Cross in the manner and format reasonably requested by the Red Cross; and Provide accurate and timely supporting documentation of costs incurred in connection with the Centennial Campaign and reimbursed by Red Cross, including invoices when requested by the Red Cross. This provision will survive the expiration or earlier termination of this Addendum for one (1) year.
Red Cross agrees that it will:
Assist in offsetting additional expenses for expanded programming as a result of LTP’s participation in the Centennial Campaign. LTP’s expenses that will be funded by the Red Cross for the first year of participation in the Centennial Campaign are listed on Exhibit B attached to this Addendum. The Parties will meet on an annual basis, at minimum, to mutually determine and agree upon the scope and amount of Centennial Campaign funding assistance, if any, to be provided by the Red Cross to LTP in subsequent years; Provide LTP with Red Cross printed and video training materials, as listed in Exhibit B, required to allow Program Participants to complete the Red Cross training contemplated under this Addendum; Provide promotional materials to inform the local community of the Centennial Campaign; Provide requirements, processes and mechanisms to report the process and results of the Centennial Campaign education and training courses; and Provide tools, resources and guidance required to implement projects intended to evaluate the effectiveness of the Centennial Campaign education and training.
Term and Termination.
Unless terminated consistent with this Section 3, the term of this Addendum shall begin on the Effective Date and shall continue thereafter for thirty-six (36) consecutive months, and may automatically continue for up to two (2), one (1)-year periods, without action by either Party.
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 expires or is terminated by either Party, and a Licensed Training Provider Agreement is not in force between LTP and Red Cross, this Addendum will automatically terminate.
If this Addendum has not been terminated prior to the date that the Agreement expires, and if, as of that date, the LTP and Red Cross have entered into a new License Training Provider Agreement, then this Addendum will continue in effect with respect to that new agreement until this Addendum expires or is terminated for any of the reasons set forth above.
Intellectual Property and Data Use.
Definitions:
“Centennial Campaign Materials” will include all text, graphic and pictorial material provided or made available to LTP by Red Cross relating to or in connection with the Centennial Campaign, including without limitation, reports, the Centennial Campaign logo, web banners, creative and other materials, manuals, photographs and all other documents or materials. “LTP Marks” means LTP’s trademark and tradenames set forth on Exhibit A hereto and subject to any use guidelines contained in such Exhibit.
Centennial Campaign Materials.
Red Cross acknowledges that LTP is the sole owner of the LTP Marks and the goodwill associated therewith and that all rights not expressly granted herein remain the sole and exclusive property of LTP. Red Cross will not use any LTP Marks without prior authorization of the City.
Subject to this Addendum, the Red Cross grants LTP the limited, non-exclusive, non-transferable and non-assignable license in the U.S. to use Red Cross’s branded Centennial Campaign Materials, without modification and in the file types and formats in which they are provided to LTP by Red Cross from time to time, for the limited purpose of accurately advertising and promoting the existence and objectives of the Centennial Campaign, the fact of LTP’s participation in the Centennial Campaign, and events and the achievement of milestones relating to LTP’s participation in the Centennial Campaign. LTP’s use of the Centennial Campaign Materials is subject to the same restrictions and conditions that apply to LTP’s use of the Red Cross’s name and logo under the Agreement.
LTP will not use or allow the use of the Centennial Campaign Materials for any purpose other than the purpose set forth in subsection (ii) above without the prior written consent of the Red Cross. Immediately upon request, LTP will deliver to the Red Cross all Centennial Campaign Materials, and LTP will cease any use, and will not permit the use, of the Centennial Campaign Materials.
The foregoing licenses shall terminate upon termination or expiration of this Addendum.
Except as expressly provided in this Addendum, no Party shall use the name, logo or marks of the other Party in any public statements (including any promotional or media opportunities) or in any other manner whatsoever, without obtaining such other Party’s prior written consent for each use.
Aquatics Centennial Data. Without the prior written consent of Red Cross, LTP will hold in confidence, and will not disclose to any third party , any data collected by LTP, or furnished by Red Cross to LTP, in connection with the Centennial Campaign (including non-public data regarding program offerings), or any other unpublished data or evaluative material provided to LTP by the Red Cross that relates to the Centennial Campaign. LTP hereby waives and will not assert any proprietary of intellectual property rights in data generated by LTP or Red Cross under this Addendum, nor shall it have the right to publish any such data without the prior written consent of Red Cross, except that LTP shall have the right to own and publish participant and assessment data collected at swim lessons provided that LTP provides the Red Cross with any publication at the time it is made.
Miscellaneous.
This Addendum constitutes the entire agreement between the Parties with respect to the subject matter of this Addendum, and supersedes all prior agreements, understandings and representations, both written and oral, between the Parties with respect to such subject matter. Except to the extent modified by this Addendum, the Agreement remains in full force and effect. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum will control.
The Agreement shall continue to govern all aspects of LTP’s conduct of American Red Cross Courses, including any Courses offered in connection with the Centennial Campaign.
The Parties are independent principals in all relationships and actions under and contemplated by this Addendum. This Addendum does not create a partnership or joint venture, and no Party has the authority to bind the other Party.
This Agreement is binding upon and inures to the benefit of the Parties here to and their successors and permitted assigns. Notwithstanding the foregoing, neither Party may assign its rights or delegate its obligations under this Addendum without the prior written consent of the other Party.
If any provision of this Addendum is held to be invalid, illegal or unenforceable, then, to the extent that such invalidity, illegality or unenforceability does not deprive either Party of any material benefit under this Addendum, such provision shall be deemed to be severed from this Addendum, and the remaining provisions will not be affected or impaired.
The Parties, acting through their respective duly authorized representative, have executed this Addendum to Licensed Training Provider Agreement, which shall come into force as of the Effective Date.
LTP Name: City of Rialto
The American National Red Cross
LTP Signature:
Red Cross Signature:
Name: Tanya Williams
Name: Ben Litton
Title: City Manager
Title: Red Cross Representative
Date:
Date:
EXHIBIT A
LTP MARKS
City of Rialto
EXHIBIT B
LTP EXPENSES FUNDED BY RED CROSS FOR
CITY OF RIALTO
FOR INITIAL TWELVE (12) MONTHS OF PARTICIPATION
Course/Program
Quantity/Unit
Fees
Learn to Swim:
Parent and Child Aquatics
Preschool Aquatics
Learn to Swim Levels 1 - 4
Adult Swim - Learning the Basics
Adult Swim - Improving Skills and
Swimming Strokes (Lifeguard and
WSI prep)
Up to 150 enrollees
Scholarship Funded Fee - $40
Scholarship Funds Not to Exceed - $6,000
Water Safety Instructor®/Basic Swim Instructor
Up to 6 enrollees
LTP license fees waived - $44 per person
Scholarship funded fees - $50 per person
Lifeguarding Certification
Up to 6 enrollees
LTP license fees waived - $47 per person
Scholarship funded fees - $50 per person
Junior Lifeguarding course
Up to 10 enrollees
LTP license fees waived - $19 per person Scholarship funded fees - $35 per person Pediatric CPR/AED for Parents/Caregivers
Up to 25 enrollees
LTP license fees - $32 per person + Scholarship funded fees - $10 each OR Course fees waived - $37; online only course – no certification General Water Safety/Parent Education – online or in-person; Online courses:
Water Safety for Parents and Caregivers
Parent/Caregiver Orientation to Swim Lessons
Unlimited (Goal: 150 enrollees)
No additional fees
Longfellow’s WHALE Tales
Unlimited (estimated 500 participants)
No additional fees
Lifeguard Management
Up 2 enrollees
$120 online course fees waived
Lifeguard Instructor Trainer Academy or Water Safety Instructor Trainer Academy Up to 1 enrollee
$350 Training Academy fees waived
Notes:
LTP will enroll their Learn-to-Swim facilities in the annual Red Cross Learn-to-Swim facility program as set out in the Agreement.
The focus of the Centennial Campaign with the LTP is to help the LTP expand their swim lessons and to develop more Water Safety Instructors (WSIs) that the LTP can hire to support the delivery of these lessons.
Another focus of the Centennial Campaign with the LTP is to help increase water safety knowledge in the community, including parents and caregivers, and to encourage continued participation in swim lessons. As an example, this could be accomplished by encouraging parents and caregivers to complete the free, online courses, then present their completion certifications for "early enrollment” to enroll their children in the next level of swim lessons using a scholarship.
LTP Fee Schedule:
Learn to Swim: 8 classes/Session - $60 per session
Centennial American Red Cross Scholarship amount: $40
Remaining fee to be paid by Participant: $20
Junior Lifeguarding: $75/session
Centennial American Red Cross Scholarship amount: $35
LTP license fee Waived: $19
Remaining fee to be paid by Participant: $21
Scholarship criteria is set by the LTP.
Lifeguards who are conducting patron surveillance must be on duty during all American Red Cross courses.
The following Red Cross educational materials will also be included at no additional cost to the LTP:
Product
Quantity/Unit
Banners
1 Posters
1 Swim Caps and Goggles
100
LTS Achievement Booklet (pk/50) – English
1 LTS Achievement Booklet (pk/10) – Spanish
3 Longfellow’s WHALE Tales Stickers
2 (English)
2 (Spanish)
Longfellow’s WHALE Tales Posters
1 (English)
1 (Spanish)
Water Safety Instructor Manual
6 Swimming and Water Safety Manual
6 Lifeguarding Manuals (+5 extra Junior Lifeguarding Reference) 11 FA CPR AED Instructor Manual
1 Pediatric CPR/AED Ready Reference Cards
25 CPR Student Training Kit (For Pediatric CPR/AED)
25 4934-1487-0585 v2
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