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HomeMy WebLinkAboutNATIONAL TESTING NETWORK (4)i i� I i'ilpli jlc N-2021-012 ,fib Ind(II IN'x)I' Nfl._XPIt1E8 C109K OF COUtGCI!,. `a I'Dli)C)—O(Mtt-eCoW°iq�REEMENT FOR POLICE RECRUITMENT SERVICES WITH NATIONAL TESTING NETWORK THIS AGREEMENT is made and entered into on this 3'd day of December, 2020 by and between National Testing Network, ("Consultant"), 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 ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing testing services for upcoming Police Recruit, Police Officer Academy Graduate, Police Reserve Officer, Park Ranger, Correctional Officer and Correctional Services Officer recruitments. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A (City of Santa Ana Corrections and Santa Ana Police Department), attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the annual membership fees as follows: $500 (Corrections) and $1,000 (Santa Ana Police Department). The total amount to be expended during the term of this Agreement shall not exceed $1500. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 8 3. TERM This Agreement shall commence on February 1, 2021 and continue for a one (1) year term until January 31, 2022, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property Page 2 of 8 damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. C. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons Page 3 of 8 acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered Page 4 of 8 by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 5 of 8 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City filly, including reasonable costs and Page 6 of 8 attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza Santa Ana, California 92701 Fax: 714-245-8190 To Consultant: National Testing Network 18720 33'a Avenue West Lynwood, WA 98037 Attn: Senior Client Services Manager A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 7 of 8 IN WITNESS WIIEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: .kv r�Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Tamara Bogosian Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: i David / ntin ief of Police CITY OF SANTA ANA . k "sfine Ridge City Manager CONSULTANT: By: Carl Swander, Ph.D. Title: CEO Page 8 of 8 y n_s N A T I ONA L �I0 L f ��I( o N E T W O R K National Testing Network Agreement for City of Santa Ana National Testing Network, Inc. (NTN) provides professional testing and recruitment services for public service agencies, including but not limited to: fire, law enforcement, communications, corrections, and transit. National Testing Network is owned and operated by professional testing experts with Ph.D.'s in Industrial/Organizational Psychology and over six decades of combined public sector testing experience. NTN is fully integrated with its parent company, Ergometrics and Applied Personnel Research, Inc. and uses Ergometrics' high quality simulations. NTN offers test administration at full time testing centers and satellite testing centers across the country. This agreement is made and entered into, effective as of the date executed, by and between City of Santa Ana ("Member Agency"), and National Testing Network, Inc., whose principle address is 2122 164t6 St. SW, Lynnwood WA 98087. In consideration of the mutual agreements incorporated herein, and subject to the terms and conditions stated in this Agreement, the Parties agree as follows: CONTRACT PRICE The annual membership cost for a department to utilize NTN's applicant testing and recruitment services is $500.00 and $1,000.00 per yearfor eachjob classification. Upon the renewal date each year, an updated Agreement form will be sent to your department for completion. Annual Membership Each Job Category Membership Fee Law Enforcement $1,000.00 Annual Membership Corrections $500.00 Annual Membership SCOPE OF AGREEMENT NTN WILL PROVIDE NTN will provide the testing services at designated testing facilities for the sole purpose of testing candidates for the specific job classifications stated in the scope of the agreement. NTN, at its sole discretion, may make changes to the testing materials, including, but not limited to alternate forms, scoring keys, additional sections, different test items, different tests and/ortest administration strategy, including location. 2122 164'h St SW, Suite 300, Lynnwood, WA 98087 0 Ph.425.741.0103 Fax 425.977.0566 01 0 www. nationaltesti ng network.com N A T I O N A L Exhibit A 0 o N E T W O R K NTN will provide an a pplicantwebsite for test scheduling, testing facility, test administration, database of applicant scores and consultation regarding scores and services. NTN will provide authorized member agency personnel access to candidate information for candidates that submit scores to the Member Agency. This information will include basic application information as defined by NTN. NTN recruitment services will include, but are not limited to, internet advertising on job posting services. The candidate information collected will be determined by NTN and reported to the Member Agency. Member department job description information and logo will be posted on the NTN website. Any additional application materials and assessments will be the responsibility of the Member Agency to collect. The Member was offered a transportability analysis as part of the implementation process. If the Member chose not to conduct such an analysis, they hereby affirm they understand it is their responsibility to ensure the job is similar enough to the departments that participated in the criterion validation of the exam and/or have sufficient evidence of content validity. MEMBER AGENCY WILL PROVIDE The Member Agency will provide information regarding the organization and applications for use on the NTN website, including organization logos. The Member Agency will also provide links on Member Agency's websites to direct candidates to the NTN website for test sign-up. The Member Agency will also engage in reasonable recruitment and advertising measures to bring candidates both to the NTN website and Member Agency's website for pre -employment purposes. MARKETING MATERIALS The Member Agency grants NTN permission to use its name, logo, and other identifying information for the purposes of marketing NTN services. This permission may be revoked by Member Agency at anytime. National Testing Network sincerely appreciates the opportunity to fulfill your business needs and help support an efficient and cost-effective applicant recruitment and screening process. 2122 164" St 5W, Suite 300, Lynnwood, WA 98087 0 Ph. 425.741.0103 Fax 425.977.0566 0 www.nationaltesting n etworkcom FI'ancine R. „,4..a•.ro-.�.... Villareal ERGO&AP-01 D D 10/29/2020 Y) 10/2912020 ACORO CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT Laura Morgan Alllant Insurance Services, Inc. 3977 Harbour Pointe Blvd SW Mukilteo, WA 98275 PHONEo FAX NEkt : (425 740-5207 AIC, No): E-MAIL . Laura.Morgan@alliant.com bD INSURERS AFFORDING COVERAGE NAC# INSURER A: Underwriters at Lloyd's London Illinois 15792 INSURED INSURERS: American Fire and Casualty Company 24066 INSURERC: Evanston Insurance Company 36378 Ergometrics & Applied Personnel Research, Inc. INSURER D 2122 164th St. SW, Suite 300 Lynnwood, WA 98087 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADO SUB POICVNUMBER POLICY EFF MM DO POLICY EXP MM DD LIMITS A X COMMERCIALGENERALLIABILITY CLAIMS -MADE E] OCCUR X PSJO022461715 10/2712020 1012712021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED Es pcccrrarce� 250,00PREMISES $ MED E P Any oneperson) 5,000 PERSONAL & ADVINJURY $ 1,000,000 GEN'LAGGREGAE LIMITAPPLIES PER X POLICY %,OT El LOD GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OP AGG S 1,000,000 S OTHER B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 BODILY INJURY Per mrsom X ANY AUTO BAA 58229925 1012712020 1012712021 OWNED SCHEDULED AUTOS ONLY AUTOS SSWNEp BODILY INJURY Per accident PR,..,d DAMAGE Per PER- nt AMODS ONLY AUTOS ONLV C X UMSRELLAIAB X OCCUR EACH OCCURRENCE 2,000,000 AGGREGATE 2,000,000 EXCESS IAB CLAIMS -MADE XOBW8758420 10/27/2020 10/27/2021 OEO I X I RETENTIONS 10,000 A AND EMPLOYCOMPENSATION ERS' IASILIITY Y/N ANY PROPRIETORIPARTNERIEXECUTIVE ❑ ppFFICER/MEMBER EXCLUDED? (mandatory in NHi NIA PSJO022461715 10/27/2020 10/27/2021 PER X OTH- I E.L. EACH ACCIDENT 11000,000 E.L. DISEASE - EA EMPLOYE 1,000,000 I yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ A PROFESSIONAL LIAB PSJO022461715 10/27/2020 1012712021 EACH OCCURRENCE 2,000,000 A DEDUCTIBLE: $5,000 PSJO022461715 1012712020 10127/2021 AGGREGATE 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES IACORD 101, Additlonal Remarks Schedule, maybe attached if more space Is required) RE: NTN Testing Services City of Santa Ana its officers, employees, agents and representatives are Additional Insured with respect to General Liability for Ongoing Operations of the Named Insured as required by written contract. General Liability coverage is Primary Non -Contributory. Notice of Cancellation, Non -Renewal and Material Change on General Liability and Professional Liability applies. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE Risk MimagemmtDidslon _ RENEWED & APPROVED BY: ©ACORDc ' f'NL.f.eL . V�lt� JZ• f ACORD 25 (2016103) 1988-2015 The ACORD name and logo are registered marks of ACORD Ruk Management Analyst of cfc ADDITIONAL INSURED ENDORSEMENT ATTACHING TO POLICY NUMBER: THE INSURED: Ergometrics and Applied Personnel Research Inc & National Testing Network Inc WITH EFFECT FROM: It is understood and agreed that the following amendments are made to this Policy. 1. The following DEFINITION is added: "Additional insured" means: City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92702 p REmEwm&APPROV®BY: p4m" 4 D. V:Uvad ft6k Management Analyst 0 cfc 2. Where an "Additional insureds" CONDITION exists in this Policy, additional insureds are included as a third party. 3. Where an "Additional insureds" CONDITION does not exist in this Policy, the following CONDITION is added: Additional Insureds Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this policy. Before we indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully complywith CONDITION 1 as if they were you. When this CONDITION applies, it will be primary and non-contributory to the additional insured's own insurance but only if you and tl have entered into a contract that containsa provision requi REVIEV;Im & APPROv®r. B C r _! fYNhL Z V:.IA44.1 Risk Management Marys[ of cfc Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured. 4. The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the "Cancellation" CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY ltuk MnwgementDivivfnn ,.�_. RenEwEo & APPROvm Br: r� yst