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N-2026-006 American Red Cross ' ',i� ID IIJSU�'�,'lf;L P'fDl i��{� !fi +VORK Pri1i CITY CLERK Licensed Training Provider Agreement nAM. JAN 13 7026 g o-.PP.CSA(k) This Licensed Training Provider Agreement("Agreement") is by and between The American National Red Cross kris fin mornia't ("Red Cross") and City of Santa Ana (the "LTP") (each a "Party" and together the "Parties"), effective as of the c uzD 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 the most current Red Cross-approved instructional materials and such other copyrighted and proprietary educational content as Red Cross may provide from time to time, as the same may be amended, supplemented, or retired,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, supplemented, or retired from time to time (collectively,the "Policies"),which Policies, as of the Effective Date, are available at https://www.redcrosslearninpcenter.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. LTP will only permit its personnel and students in the U.S. to take online-only Courses ("e-learning Courses") or the online component of any Course. 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 provide Red Cross issued 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.04.15 2025;09.24.2025MJ Page 1