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INSURANCE NOT REQUIRED N-2023-027 M,&=n Training Services �j S Licensed Training Provider Agreement CLERK OF THE COUNCIL DATE: JAN 2 7 2023 Icensed Training Provider Agreement o: vi4,V\. This Licensed Training Provider Agreement ("Agreement") is by and between The American National Red Cross ("Red Cross') and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (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 both (i) Red Cross -certified instructors in good standing and (ii) employees of LTP, or (if LTP is a non-profit organization) bona fide volunteers of LTP ("Instructors"), 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. 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 operate 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 by Instructors 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. Maintain insurance or self -insure to cover its performance under this Agreement, as Red Cross insur- ance does not extend to LTP or its Instructors. 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. Red Cross Licensed Training Provider Agreement— r.08.04.2022; m.110722rk Page I