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HomeMy WebLinkAboutSTANBRIDGE UNIVERSITYINSURANCE ON FILE WORK MAY PROCEED UNTI INSURANCE EXPIRES 0 CLEAA DATE: OF I�IINCIL 0 1 2019 o`_�t�(SAIi AGREEMENTWITH STANBRIDGE UNIVERSITY FOR OUTREACH PROJECT (ROOT FOR CHANGE) N-2019-199 } k\Jk K CNtvw> This Agreement is made and entered into this 17th day of September, 2019 by and between Stanbridge University ("Stanbridge") a California corporation 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. Whereas, Stanbridge has partnered with a local non-profit organization, ShadeTree Nursery as part of Stanbridge University's OutReach: Root for Change initiative (`initiative") which aims to plant 10,000 trees across Orange County by 2020, B. Whereas, the aim of Stanbridge's OutReach: Root for Change initiative is to beautify and enhance parks while helping to restore any areas damaged by the current wildfires and to help provide cleaner air and a healthier environment. C. Whereas, Stanbridge, pursuant to its initiative, wants to plant between 15-100 plants/trees in City parks in the Fall of 2019 and in the Spring of 2020 ("the project"), D. Whereas, ShadeTree Nursery will provide all plants/trees for the project. E. Whereas the parties have agreed to work together on the project with both City and Stanbridge assisting with various parts of the project. 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 A. Stanbridge's Obligations Stanbridge will coordinate volunteers for tree planting events hosted in City parks. Stanbridge, in partnership with ShadeTree Nursery, will plant 15-100 plants/trees in the Fall of 2019 and 15-100 plants/trees in the Spring of 2020 in City parks, at events pre -approved in writing by the parties or their designees. All plants/trees planted pursuant to this Agreement shall be on the current inventory list for ShadeTree Nursery and shall be pre -approved (plant/tree type and planting location) by the City's Executive Director of Parks, Recreation and Community Services Agency or her designee. Stanbridge shall also require any volunteers assisting with the project to sign a waiver in a form approved by the City Attorney and will provide copies of all signed waiver forms to the City upon request. B. City's Obligations City will identify the location(s) within City park(s) for the plants/trees to be planted, provide all ties, stakes, irrigation services, maintenance of plant materials, and construction equipment necessary to plant the materials (including, but not limited to augurs, etc.) City will transport Page 1 of 7 trees/plants and material to planting locations for volunteers prior to planting. City agrees to provide buckets and water for the plant/tree planting events. City will also instruct volunteers on site at the scheduled events on the proper method for planting trees/plants. City will allow Stanbridge to issue press releases recognizing its Root for Change plant/tree planting initiative in City parks and press releases regarding planting events organized pursuant to this Agreement. Stanbridge will submit press releases to the City Manager or her designee for approval prior to any public release. 2. COMPENSATION City agrees to accept services and provide the supplies noted above and Stanbridge agrees to provide services, volunteers, plants/trees and landscape materials free of charge to the City. This Agreement does not contemplate the payment of monies to Stanbridge or ShadeTree Nursery on the part of the City. 3. TERM This Agreement shall commence on the date stated above and terminate on September 16, 2020, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Stanbridge 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, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Stanbridge performs the services which are the subject matter of this Agreement; however, the services to be provided by Stanbridge shall be provided in a manner consistent with all applicable standards and regulations governing such services. Stanbridge 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. INSURANCE Prior to undertaking performance of work under this Agreement, Stanbridge shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Stanbridge shall maintain commercial general liability insurance which 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 Stanbridge'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 damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers 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. Page 2 of 7 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 California State law, Stanbridge, if Stanbridge 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, Stanbridge 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 Stanbridge pursuant to this section: (i) Stanbridge 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 in form 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. e. If Stanbridge 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 Stanbridge's right to be paid for its time and materials expended prior to notification of termination. Stanbridge waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Stanbridge agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 direct or indirect operations of Stanbridge or its contractors, subcontractors, agents, employees, or other persons acting on their 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. Stanbridge 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 Page 3 of 7 from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Stanbridge'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 Stanbridge. CONFIDENTIALITY If Stanbridge receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Stanbridge 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 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 Stanbridge disclosed in a publicly available source; (c) is in rightful possession of the Stanbridge without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Stanbridge without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Stanbridge 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. 9, 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 facsimile 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 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) Santa Ana, California 92702 Fax: 714-571-4221 Page 4 of 7 To Stanbridge: Stanbridge University Outreach Department 2041 Business Center Drive, Suite 107 Administration I Irvine, CA 92612 Fax: (949) 794-9094 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 facsimile, 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Stanbridge regarding the subject matter herein, 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 Stanbridge. 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 Stanbridge nor 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 are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Stanbridge, Stanbridge may not assign, transfer, delegate, or subcontract any interest herein, except as already specified in this Agreement, 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 contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon seven (7) days written notice of termination. Page 5 of 7 13. NON-DISCRIMINATION Stanbridge shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Stanbridge affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. PROFESSIONAL LICENSES Stanbridge 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, including without limitation, the California Bureau of Security and Investigative Services. Stanbridge 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. 16. 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 fully, including reasonable costs and 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. o, 1/7 DAISY GOMEZ / 7 Clerk of the Council CITY OF SANTA ANA ISTINE RIDGET City Manager [Signatures continue on the next page] Page 6 of 7 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: /Uat1l�� K&�'1 LAURA A, ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STANBRIDGE: C ISA UDLOFF utive Director of Parks, Recreation & Community Services Agency Page 7 of 7 CERTIFICATE OF LIABILITY INSURANCE I DATE 16/201YYYY, 86I2019 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(his) must 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 PRODUCER TDW Risk Management Associates, LLC One Post, Suite 200 Irvine CA 92618 FAX INSURER(S) AFFORDING COVERAGE NAICN INSURER A Citizens Insurance Company of Armurce 31534 INSURED STANC0L4H INSURER B Allmerlca Financial Benefit Insurance Company 41840 Stanbridge University --- 2041 Business Center Drive, Suite 107 INSURER C The Hanover Insurance Company 22292 Irvine CA 92612 INSURER 0 Falls. Lake Fire and Casualty Company ! 15884 INSURER E Indian Harbor Insurance Company 3694D INSURER F. COVERAGES CERTIFICATE NUMBER: 1639344520 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, INigt. TYPE OFINSURANCE ADDLBdUNi POLICY NUMBER IMMIDp/YYVF1'I IMMIUDfrYYY1l LIMITS A GENENALLIABILITY Y Y _ ZB3-D302821-02 7=019 7)2R020 EACHOC_CURRENCE S1000000 X _ DAMAGE TO REN IFD _ COMMERCIAL GENERAL LIABILITY PREMISI S (f o Ian„) , 510000E CLAIMS -MADE X OCCUR MED EXP (Any one person) S 15000 PERSONAL$ ADV INJURY $1aw,wo I GENERAL AGGREGATE $30E0000 GEN'L AGGIRGATh LIMIT APPLIES PER PRODUCTS - COMPIOP AGO, $Included !LOG S PUT ICY .PRO. WETIX 0 AUTOMOBILE LIABILITY AW3-D30293742 7IV2019 71212020 COMBWEU SINGLE LIMIT (E .cdo(u)_ X YAUTOBODILY INJURY (Per person) 5 ALL OWNED � SCHEDULED SCHEDULAUTOSED BODILY INJURY (Pot acatlenl)� 5 AUTOS I---- PROPERTY DAMAGE -- .' X ;HIRED AUTOS I X AUTOS (Par oc �xJunD S _.. 5 C X j UMBRELLA LIAR X OCCUR U113-030252302 7I2Q019 TQQ020 pM;n OCCURRENCE :51000.00E EXCESS LIAe I CLAMSMAOE'. AGGREGATE 51A0E,000 I OED X RETENTION 0 zS D WORKERS COMPENSATION I Y FLA011415JCD 4IS120is ARU2020 X WCSTATU I OTH-I, IORY LIMRS. BIT YIN ANY PROPRIEEOILPARTTINERIEXECUIIVE Et FACHACCIDFNr S100000E OFFICERIMBMUER EXCLUDED? N/A - - (M.matoryhe NH) EL nISEABE LA FMPLOYEEI_S10E0000 Ilyes,duscnbuunAer 1 DE SCRIPTIONOFOPERATIONSblow LL. DISEASE POLICY LIMIT S 1,00E000 E Educator; Legal LiaEillly ELL09505Not 711120H) 71112020 Each claim $2,000,000 I Policy Aggregate S4.W0,000 _ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Romaft Schodulo, it mom apeco is required) The City of Santa Ana, Risk Management, its officers, employees, agents and representatives are named as required by written contract With named insured prior to an occurrence and subject to all policy terms & conditions: REVIEWED & APPROVED GL- Additional Insured, Completted Operations per Form CG20370704 By Risk MANAGFMENT DIVi$iON GL - Walrtional Insured. ver of Subrogation Ongoing PmaryrIIIons Non Cq tribulory per Formrm CG20101 142129150615 WC - Waiver or Subrogallon per Form WC040306484 SP 2 3 2019 See Attached... City of Santa Ana, Risk Management 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11 '°D RE/PRESENTTATIVE�•7/,J,jrA,�( 0 ACORD CORPORATION. All riahts reserved, ACORD 2512010105) The ACORD name and logo are registered marks of ACORD ACORV L� AGENCY CUSTOMER ID: ST LOC M: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY TDW Risk Management Associates, LLC NAMED INSURED Stanbridge University 2041 Business Center Drive, Suite 107 twine CA 92612 POLICY NUMBER CARRIER NAIL CODE EFFECTVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE :opynght Laws apply to the Acord form prohibiting us from modifying the cancellation clause, However, Is we will notifyy yyou within 30 days if said policy cancels for any reason other than non-payment, In the you will be nofille0 within 10 days. REVIEWED & APPROVED By RISK MANAGEMENT DIVISION S P 23 019 FRANCINE R. VILLAREAL The ACORD name and logo are registered marks of ACORD ZB3 D302621 02 1001730 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVFRAGFS 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non -Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. _ Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments — Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non -owned Watercraft 51 ft. 11, Supplementary Payments Increased Limits Bail Bonds $2,500 Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or '.personal and advertising injury" caused, In (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. REVIEWED & APPROVED 421-2915 e6 15 By Risk MANAGE%NT D1V N Includes copyrighted maleriul of Insurance Services Office, Inc, with Its permis.�i�SvPage 1 of 4 3Ilm ZB3 D30262102 1001730 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was Issued prior to the "bodily Injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (I) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising Injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non. Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance: Additional Insured — Primary and Non" Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance iis, also primary, Then, we will share with all %1j .'T Jtgr�Ir�su�3tTG�b�c ()method described By Isk ANAGEMENT DivviisItoN 421-2915 06 15 Includes copyrighted rnaterial of Insurance services Office. l ptfltt_ilypeyr l.9n nn. Page 2 of 4 FRANCINrrE�R. VILLARFAL ZB3 D302621 02 1001730 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner: or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. insurer contributes equal amounts until it has paid Its applicable limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under INS coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence" or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph J. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage" to "customers goods" while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS; c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits ur ll q�pr p()�(q� premises for the contribution by equal shares, we will follow this REv(iP�If HbS�Jt�! method also. Under this approach each By Risk 4NXEMeNT h) WON 421.2915 06 15 Includes copyrighted rnalerial of Insurance Services Office, It, �P O i�26'20Page 3 of 4 V 4 FRANC INI R. VILLARFAL ZB3 D302621 02 1001730 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments — Extended Reporting Period a. SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION 11 — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the and of the policy period. 10. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1A.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties In the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give Lis notice of an "occurrence", offense, claim or "suit', solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. REVIEWED & APPROVED By RISK MANAQEMENT DIVISION 421-2915 06 15 Includes copyrighted material of Insurance Services Office. f'"'� ft FRANCINE R. VILLAREAL Page 4 of 4 POLICY NUMBER: ZB3-0302621-02 COMMERCIAL GENERAL LIABILITY ISSUEDATE: g -5-19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Santa Ana, Risk Management, its officers, employees, agents and representatives 20 Civic Center Plaza Santa Ana, CA 92701 Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". REVIEWED & APPROVED By RISK MANAGEMENT DIVISION CG 20 37 07 04 © ISO Properties, In .. ' (STEP 23 2019 Page 1 of 1 FRANCINE R.VILLAREAL POLICY NUMBER: ZB3-D302621-02 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 8 - 5 -19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 6 N.W1Jlt� Name of Person or Organization: The City of Santa Ana, Risk Management, its officers, employees, agents and representatives 20 Civic Center Plaza Santa Ana, CA 92701 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations per- formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to 'bodily in- jury" or "property damage' occurring after; (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional insured(s) at the site of the covered op- erations has been completed; or (2) That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. REVIEWED & APPROVED By Risk MANAGEMENT nivisioN S 23209 � FRANCINE R. VILLAI2EAL CG 20 10 10 01 0 ISO Properties Inc., 2000 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2_5% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Blanket Waiver of Subrogation As respects to all CA jobs performed by the named insured during the policy period where by written contract a waiver of subrogation is required prior to the commencement of work. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise staled (The information below Is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04-06-2019 Policy No. FLA011415-00 Endorsement No. Insured Insurance Company Stanbridge University, Inc. (a Corp) Falls Lake Fire & Casualty Company Countersigned By 01998 by the Workers' compensation Insurance Rating Bureau of California. All rights reserved. REVIEWED & APPROVED By RISk MANAGEMENT DIVISION �-- FRANCINE R. VILLAREAL