Loading...
HomeMy WebLinkAboutCALIFA; 2021-06-09;EXHIBIT A - SERVICE ORDER This service order for the online tutoring services set forth herein constitutes a Service Order under the CALIFA Agreement dated May 24th, 2018 and it is for Services provided to member library Carlsbad City Library. Member Library Primary Contact Information Contractor Primary Contact Information Name(s): Joe Burch, Technology Librarian Suzanne Smithson, Library & Cultural Arts Director Name: Dave Wills Address: 1775 Dove Lane, Carlsbad, CA 92011 Address: 110 E. 42nd St., Suite 700 New York, NY 10017 Telephone: (760) 602-2010 Telephone: 917-455-4617 Email: joe.burch@carlsbadca.gov suzanne.smithson@carlsbadca.gov Email: david.wills@tutor.com CALIFA Billing Contact Information Contractor Billing Contact Information Name: Kathy Kosinski Name: Customer Invoicing Address: 330 Townsend St., Suite 133 San Francisco, CA 94107 Payment Address: Tutor.com 62996 Collection Center Drive Chicago, IL 60693-0629 Email: kathy@califa.org Email: customerinvoicing@review.com Telephone: (415) 796-3901 Term of Service Order: The initial term of this Service Order will be from the Start Date to the End Date listed above. Contractor reserves the right to change the fees for a renewal term by giving CALIFA written notice prior to the end of then- current Term. If there is a change of fees, CALIFA shall have the right to terminate the Agreement by providing written notice of termination within fifteen (15) days of receipt of the price change Services: Client Location and Description of Services Locations Start Date End Date Price Tutor.com Learning Suite: Hours of Real-Time Tutoring: 10 AM – 10 PM, Sun.-Sat. ALL 6/1/2021 5/31/2022 $7,200 Total Due to Tutor.com $7,200 Prices set forth in the Agreement do not include sales tax. Sales tax, if applicable, will be included in the invoice sent by Contractor to CALIFA, unless CALIFA provides a sales tax exemption certificate. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7EDebbie Jo McCool Joe Burch Devin Castel Sheila CrosbyDebbie Jo McCool Suzanne SmithsonEd Garbo Tutor.com Learning Suite includes: K-12 Student Center with Live Homework Help®, WriteTutor™ Center, Test Prep Center, SkillsCenter™ Resource Library College Center with LiveTutor, WriteTutor Centear, SkillsCenter™ Resource Library Adult Education Center with LiveTutor, WriteTutor Center, Test Prep Center, SkillsCenter Resource Library Career Center with LiveTutor, WriteTutor Center, Test Prep Center, SkillsCenter Resource Library and 24/7 Resume & Cover Letter Reviews Study Skills Coaching for Students and Parents 10am to 10pm Delivery Model TUTOR PLUS •With TutorPlus, there is no pre-defined limit on the number of sessions during the term of this Service Order. Additional Terms •Tutor.com agrees to do a 12-month rolling deletion of inactive accounts and associated session recordings. •Tutor.com agrees that it will not redistribute materials uploaded by students to third parties except where required by law or as required to perform the Tutor.com services. •Tutor.com agrees that it will not disseminate any student’s personally identifiable information to third parties, except: o as required to perform the Tutor.com services; o with the express written consent of the student; o to protect the safety of others, or when Tutor.com has reason to believe that someone is causing injury to or interfering with its rights or property, or the rights or property of others; or o as required by law. •Tutor.com agrees that its tutors are not authorized to solicit personally identifiable information from students. •Tutor.com agrees that it will use opt-in for marketing email to users. /// /// /// /// /// /// /// /// DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Deputy/Assistant City Attorney Member - City of Carlsbad, a municipal corporation of the State of California Date: ____________________ BY: __________________________________________ SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by the City Manager ATTEST: __________________________________________ For BARBARA ENGLESON City Clerk APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney BY:__________________________________________ Accepted and agreed to by: Tutor.com, Inc. BY: ____________________________________(sign here) Joshua Hyoungj ParkCEO &CFO __________________________________(print name & title) CALIFA BY: _____________________________________ (sign here) Paula MacKinnonExecutive Director___________________________________(print name & title) DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Audra Mahoney 6/9/2021 Audra Mahoney CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/03/2021 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 endorsement(s). PRODUCER Marsh USA Inc. 701 Market Street, Suite 1100 St. Louis, MO 63101 CN103000606--GAWU-21-22 YES CONTACT Marsh | U.S. Operations NAME: FAX PHONE 866-966-4664 (A/C, No, Ext): (A/C, No): 212-948-0811 E-MAIL StLouis.CertRequest@Marsh.Com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Charter Oak Fire Insurance Company 25615 INSURED Tutor.com, Inc. 110 E. 42nd Street, 7th Floor New York, NY 10017 INSURER B : Travelers Indemnity Company of Connecticut 25682 INSURER C : Travelers Property Casualty Company Of America 25674 INSURER D : N/A N/A INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CHI-009839513-01 REVISION NUMBER: 5 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 ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY Y-630-2J153506-COF-21 03/31/2021 03/31/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES (Ea occurrence) MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- X LOC PRODUCTS - COMP/OP AGG $ 2,000,000 JECT $ OTHER: B AUTOMOBILE LIABILITY BA-8M250339-21-14-G 03/31/2021 03/31/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY BODILY INJURY (Per accident) $ X X PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB-2J198211-21-14-G 03/31/2021 03/31/2022 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, its officials, employees and volunteers is/are included as Additional Insured where required by written contract with respect to General and Auto Liability. The General Liability insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability and Workers' Compensation. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E AGENCY CUSTOMER ID: CN103000606 LOC #: St. Louis ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA Inc.� NAMED INSURED Tutor.com, Inc.� 110 E. 42nd Street, 7th Floor� New York, NY 10017 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance �� �� Professional/Cyber Liability (Claims Made) � � Carrier: ACE American Insurance Company � Policy Number: D95847274 � Effective Date: 03/31/2021 � Expiration Date: 03/31/2022� Limit: $5,000,000� SIR: $100,000� Professional Liability: $5,000,000 each claim / $5,000,000 aggregate � Cyber, Privacy and Network Security Liability: $5,000,000 each claim / $5,000,000 aggregate � Electronic, Social and Printed Media Liability: $5,000,000 each claim / $5,000,000 aggregate � � � � �� ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 1 of 1 IL T405 OS 19 0 2019TheTravelers Indemnity Company. Allrights reserved. POLICY NUMBER: Y-630-2J153506-COF-21 ISSUE DATE: 04-07-21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION -NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION (CONTINUED ON IL TS 05) ADDRESS: (CONTINUED ON IL TS 05) NEW YORK NY 10017 PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for cancellation in such Schedule before the effective date of cancellation. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 1 IL T8 05 POLICY NUMBER: Y-630-2J153506-COF-2l GENERAL PURPOSE ENDORSEMENT TBIS DDORSEIIEIIT CHAllGES TBE POLICY. PLEASE RUD IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US (IL T4 05 03 11) THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER TBE FOLLOWING: ALL COVBRAGE PARTS INCLUDED IR THIS POLICY CONTIHUATIOH or FOD IL T4 05, PERSON OR ORGANIZATION: PERSON OR ORGAHIZATION: ARY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATIOH OF THS POLICY WILL BB GIVD, BUT ORLY IF: 1. YOU SEND A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, IHCLUDIHG THE NAME AND ADDRESS or SUCI PERSON OR ORGAHIZATIOH, APTER TBE FIRST NANI INStmED RECEIVES HO'l'ICB PROM US OP 'l'HB CAHCBLLA'l'ION OP 'l'HIS POLICY1 AND 2. WE RBCBIVB S'DCI WRI'l'TD RBQ'DBS'l' AT LBAST 14 DAYS BBPORB 'l'BB BBGIRING OP TBE APPLICABLE HODER or DAYS SBOWN IN THIS SCHEDULE. ADDRESS IS AMENDED TO RllD: THE ADDRESS FOR TIAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTD RBQU'BST FROM YOU TO trS DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E POLICY NUMBER: Y-630-2J153506-COF-21 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares. we willfollow 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 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. @ Primary And Non-contributory Insurance If Required By Written Contrad If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that (1) The "bodily injury'' or "property damage" for which coverage is sought occurs: and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement byyou. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this rage Part as advalce premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to thefirst Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and sendus copies at suchtimes as wemay request 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information pro'llided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of lnsurec:ls Except with respect to the Limits of Insurance. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit'' is brought I. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request the insured will bring "suir or transfer those rights to us and help us enforce them. 9, When we Do Not Renew If wedecide notto renew this Coverage Part, wewill mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before theexpiration date. If notice is mailed, proof of mailing will be sufficient proof cl notice. SECTION V - DEFINrTIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means cl communication: and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement Page16 of21 C 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CGT1000219 DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E CG D1880219 Page 1 of 6 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., withits permission. POLICY NUMBER: Y-630-2J 153506-COF-21 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR COLLEGES AND SCHOOLS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part. and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is andis not covered. A. OWned Watercraft - Nonsubmersibles, Rowing Shells Or Sculls B. Who Is An Insured - Unnamed Subsidiaries C. Who Is An Insured - Public Entities Or Colleges Or Schools, Elected Or Appointed Officials, Trustees, Commissioners And Members Of Your Boards D. Who Is An Insured - Your Students While Acting As Student Teachers E. Who Is An Insured - Employees And Volunteer Workers - Bodily Injury To Co-Employees And Co-Volunteer Workers F. Who Is An Insured - Owners, Managers Or Lessors Of Premises G. Who Is An Insured - Lessors Of Leased Equipment PROVISIONS A. OWNED WATERCRAFT NONSUB- MERSIBLES, ROWING SHELLS OR SCULLS 1. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to a nonsubmersible watercraft you own that is not being used to carry any person or property for a charge and that is: (a) 26 feet long or less, and if powered, is powered by no more than a 125 HP motor: or (b) A rowing shell or scull, regardless of its length. @ Blanket h:lditional Insured - Persons Or Organizations As Required By Written Contract Or Agreement - Exception For Law Enforcement Blanket Additional Insured - Mortgagees, Assignees, successors or Receivers J. Blanket h:lditional Insured - Governmental Entities - Permits Or Authorizations Relating To Premises K. Blanket h:lditional Insured - Governmental Entities - Permits Or Authorizations Relating To Operations L Incidental Medical Malpractice M. Knowledge And Notice Of occurrence or Offense CE) Blanket Waiver Of Subrogation o. Contractual Liability - Railroads P. Damage To Premises Rented To You 2, The following is added to Paragraph 2, of SECTION II - WHO IS AN INSURED: Any person or organization that, with your express or implied consent either uses or is responsible for the use of a nonsubmersible watercraft that you own that is not being used to carry any person or property for a charge and that is: (1) 26 feet long or less, and if powered, is powered by no more than a 125 HP motor; or (2) A rowing shell or scull, regardless of its length. B, WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: OJ DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 2 of 6 CG D1880219 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., withits permission. COMMERCIAL GENERAL LIABILITY Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than SO% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or •personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II - Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. An organization other than a partnership, joint venture or limited liability company: or b. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED - PUBLIC ENTITIES, COLLEGES OR SCHOOLS, ELECTED OR APPOINTED OFFICIALS, TRUSTEES, COMMISSIONERS AND MEMBERS OF YOUR BOARDS 1. The following is added to Paragraph 1. of SECTION II - WHO IS AN INSURED: If you are designated in the Declarations as a public entity or a college or school, you are an insured. Your lawfully elected or appointed officials, "executive officers", directors, trustees or commissioners are also insureds, but only with respect to their duties as your elected or appointed officials, "executive officers", directors, lnlstees or commissioners. Members of •your boards" are also insureds, but only with respect to their duties for you or "your boards•. Any of your lawfully elected or appointed officials, "executive officers", directors, lnlstees or commissioners, or any members of Ryour boards•. appointed at your request to serve with an outside tax-exempt entity will be deemed to be acting within the scope of their duties for you. 2. The following replaces the first sentence of Paragraph 1.d. of SECTION II - WHO IS AN INSURED: An organization other than a public entity, college or school, partnership, joint venture or limited liability company, you are an insured. 3. The following is added to the DEFINITIONS Section: -Your boards": a. Means any board, commission, or other governmental unit or department that (1) Is under your jurisdiction: and (2) Is funded and operated as part of your total operating budget. b. Does not include any •joint powers authoriiy■• "Joint powers authority'' means any organization formed by two or more public entities, or by a public entity and one or more "Indian tribes", that have agreed in a contract or agreement to jointly exercise any power common to them. ·1ndian tribe· means a tribe, band, pueblo, village or community of American Indians, or Alaska Natives, that has beenrecognized as an Indian tribe by the government of: a. The United States of America; or b. Any state in the United States of America. D, WHO IS AN INSURED - YOUR STUDENTS WHILE ACTING AS STUDENT TEACHERS The following is added to Paragraph 2, of SECTION II - WHO IS AN INSURED: Any person while acting as a student teacher as part of his or her educational requirements with you. E. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - BODILY INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. The following replaces the first sentence of Paragraph 2.a. of SECTION II - WHO IS AN INSURED: Your •volunteer workers" only while performing duties related to the conduct of your business. or your "employees". other than either your "executive officers" (if you DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E CG D1880219 Page 3 of 6 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., withits permission. COMMERCIAL GENERAL LIABILITY are an organization other than a public entity, college or school, partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. 2. The following is added to Paragraph 2.a. of SECTION II - WHO IS AN INSURED: Any of your "employees" appointed at your request to serve with an outside tax-exempt entity will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 2.a.(1) of SECTIONII - WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to •bodily injury" to a co-"employee• while in the course of the co-•employee•s• employment by you or perfonning duties related to the conduct of your business, or to "bodily injury'' to your other "volunteer workers• while performing duties related to the conduct of your business. F. WHO IS AN INSURED - OWNERS. MANAGERS OR LESSORS OF PREMISES The following replaces Paragraph 4. of SECTION II - WHO IS AN INSURED: 4. Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury- that arises out of the ownership, maintenance or use of that part of any premises leased or loaned to you. The insurance provided to such premises owner, manager or lessor does not apply to: a. Any "bodily injury'' or nproperty damage• that occurs, or "personal and advertising injury'' caused by an offense that is committed, after you cease to be a tenant in or to borrow that premises: or b. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. G. WHO 15 AN INSURED - LESSORS OF LEASED EQUIPMENT The following replaces Paragraph s. of SECTION II - WHO IS AN INSURED: 5. Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily injury-, •property damage• or •personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any •bodily injury" or "property damage" that occurs, or •personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. @ BLANKET ADDITIONAL INSURED PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT - EXCEPTION FOR LAW ENFORCEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for •bodily injury" or "property damage• that: a. Occurs subsequent to the signing of that contract or agreement: b. Is caused, in whole or in part, by your acts or omissions or the acts or omissions of any person or organization acting on your behalf: and c. Arises out of your operations or the ownership, maintenance or use of premises you own or rent. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 4 of 6 CG D1880219 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., withits permission. COMMERCIAL GENERAL LIABILITY Coverage under this provision does not apply to any: a. Law enforcement officer: b. Public safety organization; or c. Public entity: that you contract with to enforce the law and protect persons or property for you or on your behalf. CI) BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for Rbodily injury", Rproperty damage" or Rpersonal and advertising injury" that: a. Is Rbodily injury" or "property damageR that occurs, or is Rpersonal and advertising injury'' caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury'' or Rproperty damageR that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect: or (2) Any Rbodily injury'', Rproperty damageR or "personal and advertising injury'' arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES - PERMITS OR AllTHORIZATlONS RELATING TO PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for •bodily injury", "property damage• or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES - PERMITS OR AllTHORIZATlONS RELATING TO OPERATIONS The following is added to SECTION II - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations perfomied by you or on your behalf and that you are required by any ordinance. law. building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for •bodily injury", "property damage• or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any Rbodily injury", Rproperty damage" or Rpersonal and advertising injury'' arising out of operations performed for the governmental entity; or DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 5 of 6 CG D1880219 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material ofInsurance Services Office, Inc., withits permission. COMMERCIAL GENERAL LIABILITY b. Any "bodily injury" or "property damage" included in the "products-completed operations hazard". L. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINrTIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury• arising out of providing or failing to provide: (1) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech-languagepathologist; or (2) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or •Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill - LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: Rlncidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related fumishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental. or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess. contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. M. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following replaces Paragraphs 2.e.(1) and 2.e.(2) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (1) Notice to us of such Roccurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your lawfully elected or appointed officials, "executive officers", directors, trustees or commissioners (if you are a public entity or a college or school), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Page 6 of 6 CG D1880219 C 2017 The Travelers lndemnil¥ Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., withits permission. COMMERCIAL GENERAL LIABILITY an organization other than a public entity, college or school, partnership, joint venture or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, Iimited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A lawfully elected or appointed official, executive officer or director of any public entity; (II) A partner or member of any partnership or joint venture; (iii) A manager of any limited liability company; (iv) An executive officer or director of any other organization: or (v) A trustee of any trust: that is your partner, joint venture member, manager or trustee: or (b) Any employee authorized by such partnership. joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. @ BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. RBodily injury'' or Rproperty damage• that occurs; or b. RPersonal and advertising injuryR caused by an offense that is committed; subsequent to the execution of the contract or agreement. O. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of Rinsured contract'' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contractR in the DEFINITIONS Section is deleted. P. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Document Ref: 9ZSDL-MBKHP-XYMYK-KW74L Page 1 of 8 Document Ref: DJ5HH-R3QGG-UUJVD-I6XJD Page 1 of 9 AGREEMENT THIS AGREEMENT, made and entered into this 24th day of May, 2018, in the State of California, by and between CALIFA GROUP, a 501(c)(3) corporation with offices at 330 Townsend St., Suite 133, San Francisco CA 94107, hereinafter called CALIFA, and Tutor.com, Inc., hereinafter called the Contractor. 1. Services/Materials to be Provided. In consideration of the payments and other promises of CALIFA, Contractor shall furnish to CALIFA member libraries the services and materials (herein after referred to as “Service”) as set forth in attached Pricing Agreement. In the provision of Service, and in performing any other obligation hereunder, Contractor shall report to CALIFA Executive Director or designee. 2. Term. The term of this agreement shall be 12 months starting June 1, 2018 to May 31, 2019, at which point this agreement will automatically renew with the same terms and conditions for an additional 12-month term. 3. Termination. CALIFA reserves the right to cancel this Agreement at any time upon and for any reason, at the sole discretion of CALIFA, upon thirty (30) days’ written notice to the Contractor. Upon such cancellation CALIFA shall be responsible for paying only for those services/materials provided as of the date of notice of termination, unless a different agreement is reached between the parties. 4. Compensation to Contractor. In return for providing Service as set forth in attached Pricing Agreement, Contractor shall be compensated at the amounts and times set forth in same Pricing Agreement. Compensation shall be by each CALIFA member who receives Service hereunder according to orders and subscriptions submitted to Contractor by CALIFA members, and shall be remitted to CALIFA for tender by CALIFA to Contractor within thirty (30) days of CALIFA’s receipt of same, or as soon thereafter as fiscal procedures permit. Notwithstanding any other provision herein, CALIFA shall not be liable to Contractor for any fee or charge incurred by any CALIFA member hereunder which has not been remitted by that member to CALIFA; however, CALIFA shall take reasonable steps to obtain said money from the defaulting member. All Contractor invoices shall be submitted to the Accounting Office, CALIFA, at 330 Townsend St., Suite 133, San Francisco CA, 94107. The Agreement number and Contractor’s federal identification number are to be included on the invoice. Final invoice shall be marked as such. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Document Ref: 9ZSDL-MBKHP-XYMYK-KW74L Page 1 of 8 Document Ref: DJ5HH-R3QGG-UUJVD-I6XJD Page 2 of 9 Page 2 5. Full Access to Members. Full access to the “Service”, and/or purchase shall be limited to the CALIFA member libraries (the “Consortium Members”) at the fee indicated in attached Pricing Agreement, and usage shall be governed by this Agreement. Full access shall include any product upgrades and/or any content added during the term of this Agreement. 6. Status of CALIFA. CALIFA is the purchasing agent for its members, and signs this Agreement on behalf of the Consortium Members in that capacity. The Consortium Members are entitled to all the rights, responsibilities, and privileges provided to CALIFA under this Agreement. CALIFA agrees and represents that it has the authorization of all Consortium Members to enter into this Agreement and each Consortium Member accepts and agrees to the terms and conditions of this Agreement, as if it had itself executed the same. 7. Contractor Property Rights. The Service shall only be used by the patrons and staff of the subscribing Consortium Member libraries as described in this Agreement. Member libraries shall use the Service for educational and research purposes only. Library members shall not publish, broadcast or sell any materials retrieved from the Service or use any such materials in any fashion that may infringe any copyright or proprietary interest of the Contractor. Member libraries shall not copy or otherwise distribute any materials retrieved from the Service except to the extent permitted under the terms of this Agreement. CALIFA shall notify Contractor of any infringements of copyrights in publications or any unauthorized use of publications in print or digital form or any other misuses of the service, of which they become aware. Consortium Member libraries shall cooperate with Contractor in any investigation of such infringements or unauthorized uses. Contractor shall have the sole right, at its expense, to bring any action on account of such infringements or unauthorized uses provided that Contractor will not take any action against CALIFA or any CALIFA member which is an authorized user CALIFA shall cooperate with Contractor in such action, in such manner as Contractor may reasonably request and at Contractor expense. In the event of any infringement or unauthorized use by an authorized user, CALIFA shall take all reasonable steps to cause such authorized user to cease such activity and to prevent any recurrence thereof. In addition, Contractor may terminate such authorized user’s access to the online form of publications. 8. Exceptions of Contractor Property Rights. Consortium Member libraries may create online and offline printouts of materials retrieved from the Service. Member libraries may reproduce or duplicate online or offline and distribute such printouts, and distribute such printouts and copies, to their patrons, and to each other. Additionally, CALIFA and Members can exercise those rights of use of copyrighted material provided under the "fair use" provisions of the Copyright Act of 1976 (Section 107 of title 17, United States Code). DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Document Ref: 9ZSDL-MBKHP-XYMYK-KW74L Page 1 of 8 Document Ref: DJ5HH-R3QGG-UUJVD-I6XJD Page 3 of 9 Page 3 9. Amendments. This Agreement may be amended by mutual agreement of the parties, in writing. 10. Indemnity. The Contractor agrees to indemnify, defend and save harmless CALIFA, its officers and employees, as well as its Members and Member officers and employees, from any and all claims or suits brought by any third person or entity which has allegedly suffered a loss, damage, or injury caused by or in any fashion resulting from the negligence, breach of agreement or other culpable actor or omission by the Contractor., excepting only those claims or suits which are the result of the sole negligence of CALIFA. Contractor’s duty to indemnify shall include the duty to defend said claim or suit at its sole cost, and the duty to defend shall be triggered by notice to the Contractor that CALIFA, or a CALIFA member, has been served with claim or suit allegedly falling within the scope of this indemnity obligation. 11. Condition on Payment Obligation. CALIFA, a non-profit membership corporation, facilitates purchases for its participating libraries and assumes no legal or contractual responsibility with regard to guaranteed sales or revenue volume, and its obligation to make payment hereunder is conditioned upon the adequacy of governmental funding received by its library members. Notwithstanding any other provision herein, if said governmental funding shall fail to materialize then any and all payment obligations hereunder shall cease. Further, CALIFA is not responsible for breach of any license agreements/user terms and conditions by the staff or patrons of the Consortium Members nor shall CALIFA be liable for any misuse or other violations of these terms and condition by any Member. 12. Notices. All notices provided in accordance with this Agreement shall be in writing and shall be sent to each party at their respective addresses. Such notices shall be sent by certified mail, return receipt requested, and shall be deemed given three (3) days after the date mailed. 13. Entire Agreement. This Agreement, and the attachment hereto, constitute the entire agreement between the parties on the matters described herein, and supersedes any prior or contemporaneous verbal or written promise or agreement respecting the same matters. In the event any attachment hereto contradicts a term of this agreement, the terms of this Agreement shall control. 14. Independent Contractor. With respect to their participation in this agreement, the parties hereto are independent contractors viz a viz each other, and are not agents, partners or co- venturers; and are not vicariously liable for each other’s acts and omissions. 15. Non Discrimination. In performing its obligations hereunder, the Contractor shall abide by all federal and California laws, regulations and legal decisions prohibiting discrimination based upon race, ethnicity, religion, gender, sex, sexual orientation, age and disability. Page 4 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto, upon the date first above written. DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E Document Ref: 9ZSDL-MBKHP-XYMYK-KW74L Page 1 of 8 Document Ref: DJ5HH-R3QGG-UUJVD-I6XJD Page 4 of 9 This Addendum (“Addendum”) is entered into between Contractor, Inc. (“Contractor”) and CALIFA Group (“CALIFA”), and is subject to the following terms and conditions, which are incorporated for all purposes into the Agreement (“Agreement”) to which they are attached. In the event of a conflict between the Agreement and this Addendum, this Addendum shall govern. Any term or condition of the Agreement that is not superseded by a term or condition of this Addendum shall remain in full force and effect. 1. License. Contractor hereby grants to CALIFA a non-exclusive non-transferable, limited license to use, and to permit its Users to use, the Services during the Term, subject to the terms and conditions set forth in the Agreement. For purposes of the Agreement and this Addendum, “User” means students that are properly registered as a user of CALIFA and CALIFA member libraries. Except as set forth in this Agreement, CALIFA shall not (i) access or use the Services in any manner to allow the Services to be used by any person who is not a User, or (ii) sublicense, transfer or distribute the Services, or any portion thereof, to any third party. CALIFA acknowledges that no source code or technical level documentation is licensed under this Addendum, and that Contractor reserves all title and other rights to the Services, including without limitation the right to access and modify the Services for training, maintenance, upgrades, and security purposes. 2. Pricing. [REDACTED] 3. Setup. Contractor shall set up and deliver the Services to CALIFA for launch on a date mutually agreeable to the parties. CALIFA shall provide Contractor with all information and other cooperation needed to set up and launch the Services. 4. Payment. 4.1 CALIFA hereby agrees to pay Contractor the amounts set forth in an Exhibit A and any subsequent service orders. Payment shall be made to Contractor within 30 days of the invoice date. Payment obligations shall survive termination of the Agreement. 4.2 CALIFA will receive an Exhibit A for each member library order. 5. Proprietary Rights. 5.1 All aspects of the Services, including but not limited to the Contractor software and platform, the look and feel of the Contractor template pages, and all intellectual property and/or proprietary rights therein, including without limitation, copyright, moral rights, patents, trademarks, rights of priority, publicity rights, and trade secret rights, recognized in any country or jurisdiction in the world, and all session transcripts, survey data and usage information, are the sole and exclusive property of Contractor (the “Contractor Property”). The Contractor Property includes all changes and additions to the Services and all derivatives works thereof. CALIFA acknowledges and agrees that this Agreement in no way shall be construed to provide to CALIFA, any User or any other person or entity, any express or implied license to use, copy, reverse engineer, or otherwise exploit the Contractor Property or any portion thereof other than as specifically set forth in this Agreement. 5.2 CALIFA shall not delete or in any manner alter the copyright, trademark, or other proprietary notices of Contractor, if any, appearing on the Services as delivered to CALIFA. CALIFA shall use commercially reasonable efforts to protect the Contractor Property and Contractor’s rights therein and to cooperate in Contractor‘s efforts to protect its proprietary rights. CALIFA shall notify Contractor promptly of any known or suspected breach of Contractor rights to the Services that comes to its attention. 6. Confidentiality. Except as may be otherwise required by any applicable laws, each party shall retain in strict confidence all non-public information (the “Confidential Information”) received from the other party. CALIFA hereby acknowledges that the Confidential Information includes, without limitation, non-public Contractor Property, specifications, designs, development plans, business plans, sales projections, business records, DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E prices and customer lists. The obligations of confidentiality set forth in this Section 9 shall survive termination of this Agreement. In the event of any breach of the provisions of this Section 5, CALIFA agrees that Contractor would suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against CALIFA in addition to any other rights and remedies available to Contractor at law or in equity, or otherwise. 7. Notices. Any notices to Contractor shall be delivered to: Tutor.com, Inc. Attn: Legal Department 110 E. 42nd Street, Suite 700 New York, NY 10017 DocuSign Envelope ID: A3FE012D-A482-4667-BD1F-FE62F93F7E7E