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HomeMy WebLinkAboutREADWRITE EDUCATIONAL SOLUTIONS, INC. 3 -2015y� City of Santa Ana �f Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC Office Use Only AUG 2 I PM It: '15, 8 LERK Of COUNCIL No. N-2015-001 was on completed p �i�C3�6 and final payment has been made. (List all amendments. Use space below if needed) Department: PRC S A Phone/Ext.: Signature: , Date: Revised 10-31-12 WORK ilAi'. FD N-2015-001 UKfnL UMIRES 9- �S RE, CRLATION SERVICES AGREEMENT CLERK OF CGUIClf. DA1� O . P1 CS THI'S AGREEMENT made and entered into this 1st day of 7 r 2015, by and batweeat .'" Readwrite Educational Solutions, Inc., a California corporation (hereinafter "Provider") and the R$,i " City of Same Ana, a chatter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a recreation service provider having special skills, resources and knowledge to conduct educational classes in its leisure class program. R Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking Etc performance of this Agreement, Provider represents that it is lmowledgeable in its field and that any services performed by Provider under this Agreement will be performed ill compliance with such standards as may reasonably be expected. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the torras and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement, 2, CONIPENSATION In consideration for the right to provide the programs set forth in Exhibit A, City agrees to pay the Provider ninety percent (90%) of all gross revenue received from program participants. Anticipated revenue from this class shall not exceed $25,000 annually. Payment to Provider shall be made within thirty (30) days following completion of each class. 3. 11IERNI This Agreement shall commence on January 1, 20:15 and terminate on December 31, 2016, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONI'RACI'OR Provider 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 coastucd to create an employer -employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the manner in which Provider performs die services which are the subject matter of this Agreements however, the services to be provided by Provider shall be provided in a numner consistent with till applicable standards.and regulations governing such services. Provider 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, provider is riot an agent, representative or employee of City and. Provider shall have no authority to act on behalf of the City. 5, INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintrdn insurance as described below: a. Conzmeroial General Liability Insurance. Provider 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 Provider'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 injruy, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, 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 insured's provisions, b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, if Provider 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, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in fiill force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be, approved in form by the City Attorney. (h) Certifloates 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) drays prior written notice to the City. d. If Provider Nails 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 Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to annroval of insu, wee by flin rity 6, INDEMNIFICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Provider 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, The Provider further agrees to indemnify, hold hanntess, 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 }tarty 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. 7. CONFLICT OF INTEREST Provider 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. g. LIVE SCAN BACKGROUND CHECK Providers, and any employees or substitutes, in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services herermder, 9. NOTICE Any notice, tender, demand, delivery, or other commumication 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 mariner provided in this Section, to the following persons: 'To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (_M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile (714) 647-6956 With copy to: Executive Director of Parks, Recreation and Conummity Services City of Santa Ana 26 Civic Center ,Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 571-4211 To Provider: Claudia Lipp, President Readwrite Educational Solutions, Inc. 1720 E. Garry Avenue, suite 202 Santa Ana, CA 92705 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 tmnsrrrission report issued by the transmitting facsimile machine, addressed asset forth above. For purposes of calculating these time frames, weekerxls, 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 Provider, 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 instrcunent signed by the City and by an authorized representative of Provider. 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 Provider 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. 11. ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider 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 mr11 and void. Provider must personally teach at least seventy-five percent (75%) of its offered classes. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors comply with the City's insurance and live scan requirements contained herein. Provider must immediately notify the City of the substitute instructor's natne, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and, a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up Class. 1.2. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. Termination or cancellation of classes by the Provider must be given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (1.0%) percent of the final payment to Provider. 1.3. DISCRIMINATION Provider 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. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and locallaws and regulations, 14. JURISD.ICTION - 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. LICENSES .Provider 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, 16. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in. this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 17, EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18, AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that be so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: At r MarlaD, -Huizqr Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALIIO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Gerardo Monet Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA 2� David Cavazos City Manager PROVIDER CLAUDIA LIPP President. Exhihtt A SCOPE QP SERVICES •. Readwrite Educational Solutions Tno. Provider shall conduct Educational classes for children 6-12 year olds. A. Ma0h Solutions class will consist of 3 woeks session, held 2 clays par weok, 45 minutea,per day- $46/per 3 week anssion, A saparate, one time pot session testing/matecip! fee of $10 shall be paid directly to Provider. ©, Readtny Solutions class will consist of 3 weeks, hold 2 days per week, 45 minutes per day- S46/por 3 week session, Aseparate, one time per session testing/materlal 4b0 o£ S10 shall bo paid directly to Provider C. Classes will be throughout the year; D. Provider and City staf"f shall annually agree upon a schedule for classes, including the location, specific days and hours when class will be held and holidays to be observed. E. Provider shall provide materials, supplies, oquipmcnt, records and personnel. Provider shall be responsible for clean-up of the faoilitios and matodats and shall ensure the safety said effectiveness of.' instruction. F, If Provider allow others to teach his/her olass, those teachers must be, over 21, have obtained and maintalrt an instructor rating, and be covorcd by Providers insurance. Provider shall provide City with docnnnntation to verity irt&uotor wit! insurance requirornents CLASS Slim:-UGI8 TRXJ'ION A, The minimum number of registered ant# paid participants is 4 children per class. The maximum is 10, H. In the ovprn the mhrinuim number of eruolloos is not, realized by the first class, floe class may be cancelled by nudnal agreement of Provider and City. In such event, no compensation shall be owed Provider. A. The, class is $46.00 dyer participant. No ro£mdA shad[ be triads to participants unless the clams is cancelled as sr t fotttr in Section 11.13, above. 'I'ho anticipated revenue from this class shall. not to exceed $25,000. 11, City shall register and collect face frpna each participant in the class during the period of registration. City shall pay Provider ninety poroent (90 O) of the total Fees' collected each math. City shall retain ton percent (10%) of the foci collected ns an administrative £ee. C. City shall lie entitled to audit Prnvi,der's records to unsure compliance with tivs Agreement, D. Only rrog'iSLevcd and paid participants may participate in class AC-ORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) NIC Commercial Insurance Svcs License #OD40593 PO Box 39589 Los Angeles CA 90039 Phone:323-661-5546 Fax:323-661-5597 Readwrite Educati9nal Solution 1720 E. Garry Suite 202 Santa Ana CA 92705 ONLY AND CO HOLDER. THIS ALTER THE CC INSURERS AFFORDING COVERAGE INSURER A: eerePora casualty xveury INSURER B. INSURER C: INSURER D: THE 'AME THE NAIC # 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 APFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR —' --INSURANCE POLICY NUMBER DATE MMIDDIYY DATE -EX LIMITS GENERAL LIABILITY A X X COMMERCIALGENERALLIABILITY �jCLAIMS MADE OCCUR 57SBAZZ3452 01/09/14 01/09/15 EACH OCCURRENCE $11000,000 PRMISES(Eaocoerence) $11000,000 NED EXP(Any one person) $ 10,000 PERSONAL B ADV INJURY $11000,000 ---- GENE RAL AGGREGATE $2, 000,000 GE N'L AGGREGATE LIMIT APP LIES PER: X POLICV jEo LOC PRODUCTS - COMPIOP AGG $2,000, 000 AUTOMOBILE LIABILITY AN AUTO COMBINED SINGLE LIMIT (Ea accidanq IS ALL OWNEDAUTOS J SCHEDULED AUTOS BODILY INJURY (Per person) $ HIRED AUTOS -- NCN-OWNEDAUTOS BODILY INJURY (Per accIdI $ 3 - PROPERTY DAMAGE (Per accident) $ " GARAGE LABILITY ANY AUTO it 0 N.,�b.1J/w AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY AGO $ If EXCESSIUMBRELLA LIABILITY OCCUR CLAIMS MADE —UU t=.(\ oir'�5}t� \ EACH OCCURRENCE $ AGGREGATE $ IS DEDUCTIBLE - $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORY LIMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED'+ E.L. DISEASE -EA EMPLOYEE $ If y s, bescrlbe under SPECIAL PROVISIONS below E. L. DISEASE -POLICY LIMIT $ OTHER —LOCATIONS DESCRIPTION OF OPERATIONS f I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Schools - Private - r FGTICIr ArC unI nco CITYOFS CITY OF SANTA ANA, M-93 20 CIVIC CENTER PLAZA SANTA ANA CA 92702 MANVCLLAI I IUIN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO OD SD SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. POLICY NUMBER: 57 SBA BE3452 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION m CITY OF SANTA ANA, IT'S OFFICER'S, AGENTS AND EMPLOYEE'S 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 o CITY OF OCEANSIDE 300 E N COAST HIGHWAY OCEANSIDE, CA 92054 W W N O O r-I N Y Form IH 120011 ®S T SEO. NO. 004 Process Date: 10 / 2 4 / 13 Printed in U.SA. Page 001 INSURED COPY Expiration Date: 01 / 09 / 15 (6) Whan You Are Added As An Addhional Insured To Other Insurance That Is other Insurance available to you covering liability for damages arising out of the promises or operations, or products and completed (iperations, for which you have been Lidded as an additional insured by that D( (7) When You Add Others As An n Additional Insured To This Insurance "hat Is other insurance available to on additional Insured. However, the following provisions apply to other insurance available to any person or organization who Is on additional Insured under this Coverage Part: la) Primary Insurance when Required By Contract This insurance Is primary it you have agreed in a written contract, written agreement or permit that this Insurance be primary, if other Insurance is also primary, we will shore with all that other Insurance by the method described In c. below. ;b) Primary And Non -Contributory / To Other Insurance When Required By Contract If you have agreed In a written contract, written agreement or permit that this Insurance Is primary and non-contributory with the oddhlonal insurod's own Insurance, this insurance Is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as on additional insured. When this Insurance Is excess, we will heva no duty under this Coverage Fart to defend the Insured against any "suit" If any other insurer has a duty to defend the Inelred against that "suit". If no other InaLror defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers, Form S3 00 00 04 05 BUSINESS LIABILITY COVERAGE FORM 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: (1) The total amount that all such other Insurance would pay for the lose in the absence of this insurance; and (2) The total of ail deductible and self - Insured amounts under all that other Insurance. We will share the remaining loss, I any, with any other Insurance that is not described In IN'S Excess Insurance provision and was net bought specifically to apply in excess of the Limits of Insurance shown In the Declarations of this Coverage Part. o. Method Of Sharing If all the other Insurance permits contribution by equal Shares, we will follow this method also, Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes Bret. If any of the other Insurance doss not permit contribution by equal shares, we will contribute by limits. Under this method, each ineurees. share Is based on Una ratio of Its applicable limit of Insurance to the mtal applicable limits of Insurance of all Insurers. 8. Transfer Of Rights Of Recovery Against Othora To Us a. Transfer Of Rights Of Recovery If the Insured has rights to recover all or part of any payment, Including Supplementary Payments, we have made Under this Coverage Part, those rights are transferred to us. The Insured must do nothing after lose to impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them, This condltion does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the Insured ties waived any rights of recovery against any person or organization for all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, we etso waive that right, provldad the Insured welved their rights of recovery against .such person or organization in a contract, agreement or permit that was executed prior to the Injury or damage. Page 17 of 24 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 67 SBA BE3452 Form Numbsrs of Forms and Endorsements that apply: •, as 00 05 10 08 SS 00 07 07 0s SS 00 08 04 OS SS 00 45 12 06 SS 84 01 09 07 SS 01 21 07 08 SS 04 19 04 09 SS 04 22 07 05 SS 04 30 07 D5 SS 04 39 07 05 SS 04 41 04 09 SS 04 42 09 07 SS 04 44 07 05 SS 04 45 07 05 SS 04 47 04 09 SS 04 80 03 00 SS 04 86 03 00 SS 40 18 07 05 SS 40 26 06 11 SS 40 56 04 05 SS 40 93 07 05 SS 41 12 12 07 SS 41 51 30 09 SS 41 62 06 li SS 41 63 06 it IH 10 01 09 86 SS 05 21 04 05 S9 05 47 09 01 SS 50 57 04 05 SS 05 71 04 05 SS 50 19 03 12 IH 99 40 04 09 IH 99 41 04 09 SS 04 46 10 08 SS 38 25 12 07 SS 83 76 03 12 Form SS 00 02 12 06 page 006 Process Date: 01/20/13 Policy Expiration Date: 01/09/14 52 This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any 34 other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock BE insurance company of The Hartford Insurance Group shown below. SBA INSURER: SENTINEL INSURANCE COMPANY, LIMITED ONE HARTFORD PLAZA, HARTFORD, CT 06155 COMP T Policy Number: 57 SBA BE3452 SC HiiHEHE ORD SIP — ORIGINAL N Named Insured and Mailing Address: READ WRITE EDUCATIONS SOLUTIONS 0 (No„ Street, Town, Slate, Zip Code) 1720 E GARRY AVE SANPA ANA CA 92705 ry Policy Period: From O1/09/14 To 01/09/15 1 YEAR 12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon In New Hampshire. m W Pq Name of AgenVBrokec DANIEL FRAISSE INSURANCE SVCS INC N Code: 129815 0 0 N Previous Policy Number: 57 SBA BE3452 k Named Insured Is: CORPORATION Audit Period: NON-AUDITABLE Type of Property Coverage: SPECIAL Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL ANNUAL PREMIUM IS: $1, 066 sa® me Countersigned by `— Authorized Representative Date Form SS 00 02 12 06 Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10 / 2 4 / 13 Policy Expiration Date: 01 / 09 / 15 INSURED COPY fe77Ta M CERTIFICATE OF LIABILITY INSURANCE DATle(MMI12tz9ODNY114YYY) 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(les) 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 certificate holder in Ilou of such endorsements . PRODUCER 323.661.5646 License#0040693NIC Commercial aBranDe Svcs 323-661.6697 PO Box 39580 Las Angeles, CA 90039 Strout Larry �r CONTACT '''j'� FAX PNCNN. EMAIL ,READW1 INSURER(S) AFFORDING COVERAGE NAIC q wsuaeo Readwrit8 Educational Solution INSURER A: Hartford Casual Insuranae Co 29424 1720 E. Garry Suite 202 Santa Ana' CA 92705 .ty_Ln!! _..w__ INSURER B: INSURERC: I _ INSURER D : I .KJ74\! lJ C INSURER E: IN R 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. INADDL R TYPEOFINSURANCE INAR 0 POUCYNUMSER POLICY EFF IMMIDDNYYYI POLICY 1MMIUoIYyYy)LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,00 "a a MEGE%P(Any,oneperson) $ 1,000,00 $ 10,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS4vW)E 1K OCCUR j X 57SBABE3462 01(09t15 01/09116 PERSONAL&AOV INJURY $ 11000,00 GENERAL AGGREGATE $ 2,000,00 GEML AGGREGATE LIMIT APPLIES PEP, PRODUCTS - COMPIOP AGG $ 2,000,00 X POLICY RO LOC P15, CT $ AUTOMOBILE LIABILITY �4 COMBINED SINGLE LIMIT (Ea ad0ldenU $ ANY AUTO ALL OWNED AUTOS Reviewed ,,J .�� by. BODILY INJURY (Per Parson) — BODILY INJURY (Per areidenp $ '--'—`"—'- $ SCHEDULED AUTOS HIREDAUTOS PROPERTY DAMAGE (Par accident) $ S NON4)WNEDAUTOS qiiviR Cuevas. )I $ UMBRELLA MAE OCCUR PRCSA dfnin. EACH OCCURRFW .-. $ AGGREGATE Is EXCESS LIAR CLAIMS-MAOe DEDUCTIBLE RETENTION S ......_........._.�l? .._.._., $ WORKERS COMPENSATION AND EMPLOYERS'LIABUJTY YIN ANY PRGPRIETORIPARTNERIEXECUTIVE OFFICERA@MBER EXCLUDED'+ NIA WC STATU' OTH- T E.L. EACH ACCIDENT Is E.L DISEASE -EA EMPLOYEE $ (Mvrdatory in NH) N yyos, describe undar DEBGRIPTI N F OPERATIONS below E.L. DISEASE POLICY LIMIT $ I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACCRD 101, Aditar,31 ROMARe, Soeadulo, If Mom 4P100la requlrad) Schools - Private - CITYOFS CITY OF SANTA ANA, M-93 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Larry Strout ACORD 26 (2009/09) The ACORD name and logo are registered marks of ACORD POLICYNUMSER:57 SEA SE3452 F-1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - PERSON -ORGANIZATION CITY OF SANTA ANA' IT'S OFFICER'S, AGENTS AND EMPLOYEE'S 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 CITY OF OCEANSIDE 300 E N COAST HIGHWAY OCEANSIDE, CA 92054 CITY OF YORBA LINDA P.Q. BOX 87014 Y4RBA LINDA, CA 92885 THE CITY OF BREA, BREA REDEVELOPMENT AGENCY ITS ELECTED OR APPOINTED OFFICIALS, EMPLOYEES AND VOLUNTEERS 1 CIVIC CENTER CIRCLE BREA, CA 92821 COVERAGE IS PRIMARY Sa NON-CONTRIBUTORY PER THE BUSINESS LIABILITY COVERAGE FORM 880008, ATTACHED TO THIS POLICY. THE IRVINE COMPANY, IRVINE APTM COMMUNITIES, L.P. AND ALL PERSONS AND ENTITIES CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH Any OF THEM, TOGETHER WITH THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNERS, MEMBERS, DIVISIONS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ALL OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ATTN: RISK MNGMT. 550 NEWPORT CENTER DR NEWPORT BEACH, CA 92660 Reviewed by: Silvia Cuevas PRCSA/Admin. Form IH 12 00 1186 T SEQ. NO, 004 Printed In U.S.A. Page 001 Process Date: 10/24/14 EXplratlon pate; 01/09/16 (6) Vtfhen You Are Added As An Additional Insured To Other Illanranuo What Is other Insurance avollable to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional Insured by that (7) When You Add Others As An Additional Insured To This Insurance "flat Is other Insurance available to an additional insured. However, the following provisions apply to Other insurance available to any person or organization who Is an additional Insured under this Coverage Part in) primary Insurance When Required By Contract This Insurance is pdmary It you have agreed in a written contract, written agreement or permit that this Insurance be primary, if other insurance Is also primary, we will share with all that other insurance by the method described in o, below, "^^^-^^-^-• ;b) Primary And Non.Goittnbutary To Other insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this Insurance is primary and non-contributory with the additional insured's own insurance, this Insurance Is primary and we will not seek contribution from that other Insurance. Paragraphs (a) and (b) do not apply to other Insurance to which tits additional Insured has been added as an additional Insured. S. Wham this Insurance is excess, ws will hells no duty under this Coverage Pad to dofend the Insured ega]nst any "suit" 0 any other insurer has a duty to defend the Inakred against that 'suit". If no other ineuer defence, we will undertake to do so, but we will be ent]tled to the Ineured'keviewed rights against all those other Insurers, BUSINESS LIABILITY COVERAGE FORM 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; (1) The total amount that all such other Insure rice would pay for the love In the absence of this Insurance; and (2) The total of ell deductible and self - Insured amounts under all that other Insurance. We will share the remaining Ices, H any, with any other Insurance that Is riot described in thi's Excess Insurance provision and was not bought sp"Mcolly to apply In excess of the Limits of Insurance strewn. In the Declarations of this Coverage Port. a. Method Of Sharing If all the ether Insurance permits contributlon by equal shares, we will follow this method also, Under this approach, each 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 mat pem9t contribution by equal shares, we will contribute by limits. Under this method, aeoh Insurers share Is based on the ratio of Its applicable limit of insurance to the tots] applicable limits of insurance of all Insurers. Transfer Of Rights Of Recovery Against Others To Us A. Transfer Of Rights Of Recovery If the Insured has rights to recover all or part of any payment, Including Supplementary payments, we have made under this Coverage Part, those rights are 2mmIrred w us. The Insured must do nothing after lose to Impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them, This Condition does not apply to Madicai Expenses Coverage. b, Waiver Of Rights of Recovery (Waiver Of Subrogation) If the Insured here waived any rights of recovery against any person or organization for all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured bwaived their rights of recovery sgoinst Y•such person or organization In a contract, agreement or permit that was executed Irl prior to the Injury ordamega. Form$800080405 Silvia Cuevas Page 17 of 24 PRCSA/Admin. OP ID: LS 14C74 OMIX �,.�..--� CERTIFICATE OF LIABILMY INSURANCE DATE Iht"wrYYY} 1.2121115 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CER11FICATF 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 pollcy(les) must he endorsed. If SUBROGATION M WAIVED„ subject to the terms and conditions of the pollcy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certlflcate holder In. Ileu of such endorsem B , PRODUCER 323-661-5 NIC Commercial Insurance Svcs License #0040893 323.661-5597 PO Box 39589 Los Angeles, CA 90039 Larry Strout rA I Be L ucvt PROD ip ; f'2�d1D WA INSU a', AFFORDING GOV'ERAee'.,.. .... NAYC ..,— ..... INSURED Readwrrite Educational Sofutla'•n 1720 E. Carry Sulte 202 Santa Ana, CA 92705 INSURER A: Hartford Casualty insurance CO 29424 IN#URER e: IN#UPER C : V O : ..� ,,..SURER aIeURER E: IHaURER F 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 WTH RESPECT TO WHICH THIS CERTIFICATE. MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDEO 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. 3zm.._...--- _...._,_... TR TYPE or [Mau Not POt}C"V NUMBER LaaiTS GENERAL LIA3WrY �57SBABE3452 EACH OCCURRENCE' # 1,000,iitl A X COMMERCIAL CFNERAL LIAMU Y X 01109116 ' OLIO e'17 PERSONAL 6 ADV INJURY I # 1 00(I100(. Y CLAIMS -MADE � OCCUR...,P1,000,110 GENERAL AGGREGATE # 2,000,0 GENT AGGREGATELMrr APPLIES PER_' 1. PROOUCTS - COMPIOP AGG ..__ # 2,000,00 X POLICY PRO- Loc j AUroNtOBR,.E LVJNUTY ANY ALIT@Vy, I � ^, r COMBINED SINGLE LIMIT' (ESuaderxl LL OWNED AUTOS SCHEQULEi+A4iTOS eI ��G ,•' 8OO(LY INJURY (Per 7 �__ _.,.. aGQWrr INJURY _ .~ op PROPERTYOM/Aperaanl GE (Per irxidWrt) HIRED AUTOS ,. # I. I v�aUN-�QwNEQ AUTGts XW •. a UIBRELLA LIAUAB EXCESS OCCUR CLAIMS -MADE -.� )h EACH OCCURRENCE AGGREGATE S DEOUCna E • ' RETENTION I# MAKERS CO'YPENEATIQN AND ENPLOye" WC.5TATU- =OTH- ANYCERNEETORJPARTNDED1 EGU7IVE YIN OFFICER/MENIBER EXCLUDEQ7 N f A E.I-EACH ACCIDENT 'E.L OISEASE- F-,EMPLOYE # HHI I►4416 describe ❑SG�RIPTION OF OPERATIONS I ba E,L. DISEASE • PCUCY LIMrT # i I I DESCR1Prr*N Or OPII§tATIDNa / LOCATIONS ! h1E -tl Les (Aeaah ACOA0 III, AddNW—j Remarks Sct,eclt", if mars apace is roggirad) Schools - Private - CITYOFS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLER BEFORE CITY OF SANTA ANA, M-913 THE EXPIRATION DATE THEREOF, NOTICE MALL, BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 CIVIC CENTER PLAZA AUTtfoNoaD REPRESENTATF4E Larry Strout SANTA ANA, CA 92702 V 19815.2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD POLICY Nummil; 37 SBA SE3452 AL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION CITY OF SANTA ANA, IT'S CFFICSR'S, AGENTS AND EMPLOYEE'S 20 CIVIC CENTER PLAZA SANTA ANAo CA 92702 CITY OF OCEANSIDE 300 E N COAST HIGHWAY OCEANSIDE, CA 92054 CITY OF YORSA LINDA P.O. BOX 87014 YORSA LINDA, CA 92885 THE CITY OF BREA, BREA REDEVELOPMENT AGENCY ITS ELECTED OR APPOINTED OFFICIALS, EMPLOYEES AND VOLUNTEERS I CIVIC CENTER CIRCLE BREA, CA 92821 COVERAGE IS PRIMARY & NON-CONTRIBUTORY PER THE Busimss LIABILITY COVERAGE FORM S80008, ATTACHED TO THIS POLICY, THE IRVINE COMPANY, IRVINE APTM COMMUNITIES, L.P. AND ALL PERSONS AND ENTITIES CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH ANY OF THEM, TOGETHER WITH THEIR RESPECTIVE OWNERS, SHAREHOLDERS, PARTNFRS, MEMBERS, DTVTsiCNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ALL OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ATTN: RISK MUGMT, 55C NEWPORT CENTER DR NEWPORT BEACH, CA 92660 e6 G\�e S\wO - Farm fH12001185TSEQ. NO,0C4 Printed InU,S,A, Page 001 Process Date: 10/27/15 Expiration Date: 01/09/17 52. This, Spectrum Policy consists of the Declarations, Coverage Forms,, Commo' n Policy Conditions and. any 34 other Forms and Endorsements Issued to be a part of the Policy'.. This Insurance Is provided by the stock BE Insurance company of The Hartford Insurance Group shown below. SBA INSURER: SENTINEL INSURANCE COMPANY, LIMITED ONE HARTFORD PLAZA, HARTFORD, CT 063.55 COMPANY CODE: A Policy Number: 57 SBA BE3452 SC THE SPECTRUM POLICY DECLARATIONS HARTFORD Named Insured and Mailing Address: READ WRITE EDUCATIONS SOLUTIONS (No., Street, Town, State, Zip +code) 1720 8 GARRY AVE SANTA-ANA CA 92705 Policy Period: From . 01/09/16 To 01/09/17 1 YEAR 12:01 a.m., Standard, time at your mailing address shown above. Exception: 12 noon In New Hampshire. Previous Policy Number: L 57 SBA BE3452 Named Insured Is-, CORPORATION Audit Period: NON-AUDITAB,LE Type of Property Coverage: SPECIAL Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide Insurance as stated In this policy. TOTAL ANNUAL PREMIUM IS: Countersigned by . . $723 Authorized Representative 10/27/15 Date Form SS 00 0212 06 Page 001 (CONTINUED ON NEXT PAGE) Process Date: 10/27/15 Policy Expiration Date. 01/09/17 "od As An <' A � To 01thar Mlsuraearoe 11tat. is a+dner Mteultanoe avellow to yea � Iia0W for f� a "10k out at the p� or t+dr� uftis, or produda said itanup MW ;4mn t om, for ttAtiah you has boom gadded to an add Momel inaumd by that (7) When You Add Mims An AA AtiriMonal dneuwrd To This IrrarXmm "ltat Is dher kourrnaae avellable to on twat Meured. Howevere.. oft % rrpl"ily to dher iAts xwme Symatoo b eo wyN or (mart I*) P' ry bmramm WI M Ro* dred By Gbrttraal it" wmmrae is pdmy If you hw4o t� o aaaA is a mitlen w wrMon agroo twat or pOWN ohet 94 6aarrentte be p*nwy. ff other stew Wm b +ebo prdrnsry, we wH1 ehen wddh am diet other by to rt>egtaddamortbild in 61 below. :sd Poonamy And o To reirrs Re"I W by Cankmat it yw hoe" In a taadtter snWSMAK Of PWffd �his dtitirWAVW Is Owmy end nom-oonvilIMMY with dddkWml latuame t WM Inper nos. this hoWfMW It prkrary end we Will not asak aorrrrtholon barns that Whter Para fleapits (a) and (b) do rolat "ty to than hmmas to whin h the odcMNW Insured he$ as an Wl hon tfila Mammas ie eficOM WW MW the omm, we will psy only our Share Of the asraount of the ices. If cry, that aaeaeede the star Ch. (1) The tided arttorartt. em ON mash voter tnatmearace would pay liar the lose in tlto obsence of "I itetaeartaai and (a) The tidal or so daelaolth and "a. iWatlred arrotaafs under all tot odier Inaurence. Wa/e WNW share ti a narrtrrrrirrp Rm tr cry, w1h OW other We"tas to is ra4t des, lb a - in date tilk m Msuramom pin and wee rat thought spealkany 64 so* In excess d the tdnsee of basuWM ShOMt In the Ood mdom off" obvemm Poot, a. Vied" or WwrIno if all the rat4lteM' Insu d* ..oil d Sisal. Under #0 �, aaoh insurer ow0bulem, aeivai fH mXft until It he* Vold tM apphoebh Nmdt Of Inaurema+s or norm of ate lase remains, wtatathevw comes iirot tt any ar dta either Ireta�araorr dote rat pamot by egad Shares, we wig by &rAL tJrder of huirmnoa to Inft ear inettraraea d alb hoxom at mah u or rtaoatnary A wl"O t Won To tote a. Tranursr of 111lightaa of Rocovory It the Insured hraa to MG&mf as Or 8supplameratary Pv*mn te, we have made Amdar this GWMW PGM we franafarrtrd to us. The n+euarad n%* do 'no" Wine lone to Unpalt 11herrt. At our bsruft thame tfghtar to to and help us anrcdce 111asrn. This aortiffm dose not as * b Medical C& Mrage. tr, or 1a11 (Wolver Of Sa n) additional Mwaarred. y tt the Vowed Napa M ed My rtgM of 'Whaln thta insurance Is emcees, we taM mapmV *OWN Gray gnomon or Nmv no duty %rider thte OaavW%P Heart tie aTiarwmn for ail err peat of any payment, aefrao the insured #gOhM any %ulf tf My Inck"als 641410"Im"Illy lsayrtwA We otitfar Ya mm has a air to do%W OW he" "do a r4w #0 Coverage Pan; we knee.red so~ UM "suit'. N to atharr .rim weirs itrrtt rlehL prwrdod the Hurd Irtatty dolonds, we will WWvtmiw In day Valved: their Vft of mow#wY apmitat so, hui we will be eradliad b the � , suoh parson or �a Ir a vantreot, rights against 10 thaee Dowinouyl a E� �" ap earmett or porew that weesxmftd Valor bo the Huryzar dtrrov. Perm $6•d Od K 0,111 row 17 of 24 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBA SE3452 ®1r, a � Q � Form Numbers of Forma and Endorsements that apply: ._....�„ SS 00 01 03 14 SS 00 05 10 08 SS 00 07 07 05 SS 00 08 04 05 SS 00 45 12 06 SS 00 60 09 15 SS 00 61 09 1a 84 01 09 07 SS 01 21 06 14 SS 04 08 09 07 SS 04 19 04 09 SS 04 22 07 05 SS 04 30 07 05 SS 04 39 07 05 SS 04 41 04 09 SS 04 42 09 07 SS 04 44 07 05 SS 04 45 07 05 SS 04 46 09 14 SS 04 47 04 09 SS b 4 80 03 00 SS 04 86 03 00 SS 40 18 07 05 SS 40 26 06 11 SS 40 56 04 05 SS 40 93 07 05 SS 41 12 12 07 SS 41 51 10 09 SS 41 63 06 11 IH 10 01 09 86 SS 05 21 04 05 SS 05 47 09 15 SS 50 57 04 05 SS 05 71 04 05 SS 50 19 01 15 IH 99 40 04 09 IH 99 41 04 09 SS 38 25 12 07 SS 83 76 01 15 IH 12 00 11. 85 ADDITIONA.L • INSURED - VENDOR IH 12 00 11 85 SCHEDULED PROPERTY SCHEDULE IH 12 00 11 85 ADDITIONAL INSURED - PERSC)N-ORGANIZATION IH 12 00 11 85 ENDORSEMENT #006 EFFECTIVE DATE IS 4/05/14 IH 12 00 11 85 ADDITIONAL INSURED - STATE/POLITICAL SUBDIVISION ae0e� Gue�a R'600 9�G Form Ss 00 02 12 06 Page 007 policy Explr�tion Date: 01/09/17 Process Date: 10/27/15