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Youth Alliance - 2017 Agreement
AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 10th day of January , 2017, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: The Youth Alliance, having a principal place of business at'310 Fourth Street, Hollister, California. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 01/01/2017 and will continue in effect through 12/31/2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreeme t shall terminate this Agreement regardless of any other provision stated herein. nitial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of .CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees. to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ("Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835 - 2267 -03610 LAC104706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ' ARTICLE 4. COMPENSATION' A. Consideration In consideration for the services to be performed by''CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $ 74,500. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule, set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835 - 2267 -03610 _ LAC104706083 _2 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835 - 2267 -03610 _3 LAC104706083 including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or-non-renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; ® CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf, Y CITY will not withhold state or federal income tax from payment to CONSULTANT; ® CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267 -0361 v1 _4 _ LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such .sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267 -03610 _5 LAC104706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no finther expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors,• or the officers, employees, agents or representatives of either. 4835 - 2267 -0361v1 LAM04706083 IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to 4835- 2267 -0361v1 -2- LAC104706083 CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including „but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835- 2267 -03610 _3 _ LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: The Hollister Youth Alliance (DBA The Youth Alliance 310 4th St #101 Hollister, CA 95023 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 -4- LAC104706083 EXHIBIT "B" SCOPE OF SERVICES The Hollister Youth Alliance (Youth Alliance) will coordinate and provide services and reporting data, necessary for program evaluation, quarterly progress and financial reporting, to the City of Gilroy in a timely matter. This program is part of the South County One Neighborhood Empowered (ONE) Project, funded by the California Gang Reduction, Intervention Program (Ca1GRIP). Youth Alliance shall: 1. Provide appropriate staffing for 1 FTE for school and street intervention and El Joven Noble Rites of Passage and/or Life Skills support groups in previously selected school sites per CaIGRIP proposal (minimum of three groups a semester and one during summer ), conducting outreach support, conducting late evening - pro - social activities, weekly Late Night Gym program and case management of referred youth (minimum case load of five youth on caseload at a time); 2. Linkage and Referrals for the South County ONE Project services and other community assets with the goal of supporting youth; 3. Partnering with the City of Gilroy, the South County Youth Task Force and other local community assets to further the goal of gang prevention, gang intervention and violence disruption to make South County communities safer; 4. Have the needed level of flexibility to attend necessary meetings, including impromptu climate meetings, work some weekends for large events, evenings, etc. in order to carry out successful coordination of project services; 5. Quarterly Narrative and Statistical Reports documenting invoices with appropriate supporting documentation, including calendar of times and locations of programming and in -kind matches, are due to the City by the 15th day after the end of each quarter (please see Exhibit C); 6. Help fundraise to pay for food expenses for Late Night Gym programming, such as applying for small community grants from The Gilroy/ Morgan Hill Rotary Club, The Gilroy/ Morgan Hill Community Foundation, etc. 7. Service Delivery Calendars: To help maximize collaborative efforts with all South County One Neighborhood Empowered (ONE) agencies, the Consultant will submit calendars documenting which services are being rendered at which times, for each day of the week/ month at each location, to the City by or on the following dates: ® January - June 2017: Calendar due February 15, 2017 e Summer June - August 2017: Calendar due June 15, 2017 e September - December 2017: Calendar due September 15, 2017 4835 - 2267 -03610 LAC104706083 8. Follow Special Terms and Conditions as set forth State of California Standard Agreement (STD 213) between the City of Gilroy and Board of State and Community Corrections: Books and Records: Maintain adequate fiscal and project books, records, documents, and other evidence pertinent to subcontractor's work on the project in accordance with generally accepted accounting principles. Adequare supporting documentation shall be maintained in surch detail so as to permit tracing transactions from the invoices, to the accounting records, to the supporting documentation. These records shall be maintained for a minimum of three (3) years after the acceptance of the project's final audit of expenditures under the Grant Agreement, and shall be subject to examination and/or audit by the BSCC or designees, state government auditors or designees, or by federal government auditos or designees. Access to Books and Records: Make such books, records, supporting documentations, and other evidence available to the BSCC or designee, the Department of General Services, the Department of FInance, the Bureau of State Audits, and their designated respresentatives during the course of the project and for a minim of three (3) years after acceptance of the project's final audit of expenditures. The Subcontractor shall provide suitable facilities for access, monitoring, inspection, and coying of books and records related to the grant- funded project. Non - Discrimination i a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a 0, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b. The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 4835 - 2267 -03610 -2- LAC104706083 EXHIBIT "C" MILESTONE SCHEDULE Youth Alliance is expected to attend regularly scheduled monthly meetings and complete quarterly reports and invoicing. Meetings to Attend: South County Youth Task Force (SCYTF) Policy Team meetings scheduled every third Monday of every other month and monthly SCYTF Technical Team meetings, occurring every 4th Wednesday of each month, to discuss initiatives, strategies, timetables and implementation of mandated services. Attend South County ONE Lead Team meetings and other climate - related meetings to review school and community climate with partners. Attend ONE project workshops, and evaluator scheduled meetings to help with program evaluation. Reports to complete: Quarterly South County ONE Units of Service Workbook Reports and invoices with appropriate supporting documents (back up and documenting in -kind or cash matches) by the 15th day after the end of a quarter, as described in the table below. Complete 2017 Units of Service Workbook Reports with requested data for each quarter, include but are not limited to: a narrative, contracted goals and actual goals, financial report, demographics report, and any pictures that can document successes. Effective Grant performance period and reporting dates: No. of Quarters Months Reporting and Invoice Deadlines 8th Quarter: Oct — Dec 2016 9th Quarter: Jan — March 2016 10th Quarter: April — June 2017 11 th Quarter: July — Sept 2017 12th Quarter: Oct - Dec 2017 4835 - 2267 -0361v1 LAC104706083 January 15, 2017 April 15, 2017 July 15, 2017 October 15, 2017 January 15, 2018 EXHIBIT "D" PAYMENT SCHEDULE A. Compensation to CONSULTANT shall be contingent upon successful completion of the services outlined in EXHIBIT B, SCOPE OF SERVICES. A statement of all professional services outlined under this AGREEMENT shall be prepared by CONSULTANT and submitted to the City of Gilroy on or before the tenth (10th) day of the month, following the Calgrip quarter, following completion of each of the Services identified in EXHIBIT B. If the services have been completed to the satisfaction of the City of Gilroy, the CITY shall make payment to the CONSULTANT within thirty (30) days after receipt of the statement and approval thereof. B. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT shall not exceed $ 74,500. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. This amount designated to Community Solutions for 1 FTE (40 hours a wk) position for Community & Intervention Specialist position for 2017. Quarterly invoices will be submitted to the CITY by the 15th of the next month, as follows: 9th Quarter Jan — March 2017 Due April 15th 2017 4835 - 2267 -0361 v1 L M04706083 10th Quarter April — June 2017 Due July 15th 2017 11 th Quarter July — Sept 2017 12th Quarter Oct — Dec. 2017 Due Oct 15th 2017 Due Jan 15th 2018 YOUTALL -01 KIM .dim ®W® CERTIFICATE OF LIABILITY INSURANCE DAT114/2 D/YYYY> 2/142017 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 NSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORMED 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 lieu of such endorsement(s). PRODUCER License # 0504035 Pacific c Diversified iircInsurance, 10 408 - 842 -2131 Morgan MIN, CA 95037 NAME Kimberly D. White, CISR PHONE 1 408 842-2131 2179 ( ) i ) AiC No 408 842-0867 ADDRESS kwhite @poln&com INSURERS) AFFORDING COVERAGE NAIC A INSURER A Nonprofits' Ins Alliance of CA 11845 11/162017 INSURED INSURER B Zurich American Insurance Co 16535 Youth Alliance Diane Ortiz INSURER C X IVIED EXP (Any one person) $ 20,00 Post Office Box 1291 INSURER D PERSONAL 8 ADV INJURY INSURER E GEN'L Hollister, CA 95024 -1291 INSURER F. $ 2,000, X 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 MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYYY) O/YYY OMITS A X comtociAL GENERAL LIABB.RY CLANS -MME OCCUR LIQUOR LIAB$ X L X 6-06291 NPO 11/162016 11/162017 EACH OCCURRENCE $ 1,000,00 --r PREMISES Eaocc $ � +W X IVIED EXP (Any one person) $ 20,00 PERSONAL 8 ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER POLICY ❑ JECT LOC OTHER GENERAL AGGREGATE $ 2,000, X PRODUCTS - COMP/OP AGG IS 2,000,00 S OCIAL SRVC PRO I $ 1,000,00 A► AUTOMOBILE LIABILITY ANY AUTO AUTOS AUTOS SCHEDULED OOS X NON -OMEO HIRED AUTOS AUTOS 16-06291 NPO 11 /162016 11/1612017 EaIIINED I $ 1 ,000,00 BODILY INJURY (Per person) $ BODILY INJURY (Per amderit) S (Per accident) $ $ UMBRELLA UAB EXCESS UAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DIED I I RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERiEXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? ❑ (�,dtQY) If yes DESCRIPTION under DESCRIPTION OF OPERATIONS below N/A C571027100 04/012016 04012017 X STATUTE ER E L EACH ACCIDENT $ 1,000,00 E L DISEASE - EA EMPLOYEE $ 1,000,011 E L DISEASE - POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space is required) Jobs As Per Written Contract or Agreement The City of Gilroy, Its officers, representatives, agents and employees are named as additional Insured, as per written contract or agreement and per carrier blanket endorsements attached. 10 Days notice of cancellation for non payment and 30 days for all other notifications. CERTIFICATE HOLDER CANCELLATIAN City of Gilroy 7351rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE D_ ELIVERED IN ACCORDANCE WITH THE P( fCY PROVISIONS AUTHORIZED REPRESENTATIVE ^ ' 1968 -2014 ACnRn r_nRPnQATlnKI All a.,I, .em- 4 ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD YOUTALL -01 KI M ACC> ® CERTIFICATE OF LIABILITY INSURANCE [__DATE(MM1/DD1YYYY) 4124/2017 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 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 License # 0504035 Pacific Diversified Insurance, Inc. 15005 Concord Circle, Suite 110 408-842 -2131 NA°on''nE. Kimberly D. White, CISR PHONE • (408) 842 -2131 2179 'C AX A/C No. E NO) (408) 842 -0867 ADDRESS kwhite@pdins.com Morgan Hill, CA 95037 -- INSURER(S) AFFORDING COVERAGE NAIC O INSURER Zurich American Insurance Co 16535 $ INSURED INSURER B $ INSURER C MED EXP (Any one person) Hollister Youth Alliance INSURER D Post Office Box 1291 Hollister, CA 95024 -1291 INSURER E GENERAL AGGREGATE INSURER F PRODUCTS - COMP/OP AGG $ 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 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD MWDD/YYY LIMITS COMMERCIAL GENERAL LIABLrrY CLAIMS -MADE Fl OCCUR EACH OCCURRENCE $ PREMISES Ea _.%nce $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIM ITAPPLIES PER. POLICY PRO- JECT F] LOC OTHER GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED IN IM Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ Per ardent $ UMBRELLAUAB EXCESS LIAR OCCUR CLAIMS-MAOE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YQ OFFICER/MEMBER EXCLUDE D (Mandatory in NH) If yyees, describe under DESCRIPTIONOF OPERATIONS bdow N! A C•571027101 04101/2017 04101/2018 X STATURE ER EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) Re: Jobs or Events, As Per Written Contract The City of Gilroy, its officers, representatives, agents, and employees are named as additional insured as per carrier specific blanket endorsement attached. 10 Days notice of cancellation for non payment and 30 days for all other notices. 1P7��ill�leL'\1�iLe1�e1R: eL'L'lei�R�_ \ILeJ� City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4-�- n 1988 -2014 ACORD CORPORATION_ All riahtc reserved ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER. 2016 -06291 Named Insured. Hollister Youth Alliance COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Gilroy,lts Officers, Representatives ,Agents,Employees Jobs As Per Written Contract or Agreement A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, 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, or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional _insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance• 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees , of bodies or tribunals having_ any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents .comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835 - 2267 -03610 _�_ LAC104706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in 'writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Youth Alliance By: Name: Mane Ortiz Title.---' Executive Direc or Social Security or Taxpayer Identification Number 770377245 4835 - 2267 -0361 v1 _ LAC104706083 _g CITY: CITY OF GILROY By: Name: Gabriel A. Gonzalez Title: City of Gilroy, City Administrator Approved as to Form -; ; . 4835- 2267 -0361v1 LAC104706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign , who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice,to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Bernice A>;uilera, S6uth County Youth Task Force Coordiantor shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". 4835 - 2267 -03610 LAC104706083 I NONPROFITS _ T INSURANCE "r`� '` ' �- ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart for Nonprofits. NONPROFITS INSURANCE ALLIANCE OF CALIFORNIA (NIAC) www.insurancefomonprofits.org POLICY CHANGE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMPANY: Nonprofits Insurance Alliance of California (06291) POLICY NUMBER: 2016 -06291 NAMED INSURED: Hollister Youth Alliance POLICY CHANGE EFFECTIVE: 10105/2017 J COVERAGE PART AFFECTED: COMMERCIAL GENERAL LIABILITY POLICY CHANGE #: 2 Page 1 The following additional insured(s) is /are hereby added to the policy: CG 20 26 Locations- ALL The City of Gilroy,lts Officers, Representatives ,Agents,Employees $0 7351 Rosanna Street Gilroy, CA 95020 Jobs As Per Written Contract or Agreement All other terms, limits and conditions remain the same. ' ADDITIONAL PREMIUM: $0 RETURN PREMIUM: $0 TOTAL PREMIUM: $0 �'��S /� • 10/05/2017 AUTHORIZED SIGNATURE (01835) POLICY NUMBER2016- 0629INPO COMMERCIAL GENERAL LiABILiTTY CO 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the'folfowing COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(a) Ok O anization s : Locations Of Covered Operations Any person or organization that you are required to' add as an addlt[onal insured on this policy, under a written contract or agreement currently in effect, or, becoming effective during the term of this policy. The additional In4uued status will not be afforded with All Insured premises and operations respect to,liability arising out of or related to your adfvities as a real estate manager for that person or organization. Information reaulred to complete this Schedule, it not shown above will be shown in the Decorations. A. Section 11 — Who Is An Insured is amended to include as an additional Insured the person(s) or organizations) shown in the Schedule, but only with rasped to ifaWy for °bodily injury°, 'property damage° or 'personal and advertising injury' caused, in whole or in part, by. 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; In the performance of you ongoing operations for the additional insured(s) at the locatfon(s) desig- nated above. S. With rasped to the insurance afforded to these additional insured&% the following additionai wdu- Slone apply. This insurance does not apply to ° bodly injury' or 'property damage° occurring after. 1. AD work, Including materials, parts or equip- ment fumished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the addiional tnsrued(s) at the location of the covered operations has been completed; or 2. That portion of Nour work' out of which the Injury or damage arises has been put to its in- tended use by any person or organization other than another Contractor or subcontractor en- gaged in performing operations for a principal as'a part of the sarne project. CO 2010 07 04 ® ISO Properties, Inc., 2004 Page 1 of 1 0 NONPR4FxTS INSURANCE ALLIANCE OF CALIFORNIA A Head jot Insurance. A Heart far Natiprofft THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON - CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II — WHO IS AN INSURED Is amended bo include any public entity as an additional Insured for whom you are performing operators when you and such person or organization have agreed in a written contract -or written agreement that such public entity, be added as an additional Insured(s) on your policy, but only with respect to liability for "bodily lrqury', °property damage" or °personal and advertising injury' arising out of, in whole or in part. by 1. Your negligent ads or omissions; or 2 The negligent ads or omissions of those acting on your behalf; In the performance of your ongoing operation. I No such public entry Is an additional lns�ured for liability arising out of the °products - completed operations hazard" or for inability arising out of the sole negligence of that public entity. B. Witt, rasped to the irstuance afforded to these additional insured(s), the following additional excluslons apply- This insurances does not apply to "bodily Injury° Wproperty damage° occurring after: 1. All work, including materials. parts or equipment furnished_ in connection with such work, on the project-(other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or 2. That portion of 'your worn° out of which injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project C. The following Is added to SECTION III —LIMITS OF INSURANCE The limits of insurance applicable to the additional insured(s) are those specified In the written contract between you and the additional insured(s), or the limits available under this policy, whichever are less. These limns are part of and not Ln addition to the limits of insurance under this policy. D. With respect to the insurance provided to the additional hnsured(s), Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Is replaced by the following: 4. Other Insurance a. Primary Insurance This Insurance is primary if you have agreed in a written contract or written agreement NIAC E61 02 13 Page 1 cry (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or (2) The coverage afforded by this insurance is primary and non - contributory with the additional Insured(s)' own insurance. ; Paragraphs (1) and (2) do not apply to other insurance to which the additional Insured(s) has been added as an additional insured or to other insurance described in paragraph b, below. b. Excess Insurance This insurance is excess over 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for 'your work; (b) That is fire, %htning, or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner, (c) That Is Insurance purchased by you to cover your liability as a tenant for 'property damage° to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of airaA °autos° or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODiLY INJURY AND PROPERTY DAMAGE 1 (e) That Is any other insurance available to an additional insured(s) under this Endorsement covering IlabMty for damages arising out of the premises or operations, or products - compieted operattors, for which the adlditional insureds) has been added as an additional insured by that other insurance. (1) When this insurance is excess, we, will have no duty under Coverages A or B to defend the additionei inusured(s) against any °suit° If any other insurer has a duty to defend the additional insured(s) against that °suit'. If no other Insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) When this Insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any, with any other insurance that is not described In this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Methods of Sharing If all of the otter Insurance available to the additional insured(s) 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 toss remains, whichever comes first If any other the other insurance available to the additional insured(s) does riot permit contribution by equal shares, we will contribute by limits. Under this rnethod, each Insurer's share is based on the ratio of its applicable limit of insurance to the total applicable fimits of insurance of all insurers. NIAC E61 02 13 Page 2 or 2