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HomeMy WebLinkAboutSocial Vocational Services - 2013 AgreementAGREEMENT FOR SERVICES (For contracts of $5,000 or less) This AGREEMENT made this 15+ of Id��►'Y1�1� ��3, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California 95020 and CONTRACTOR: Social Vocational Services, having a principal place of business at 7101 Monterey Street, Gilroy, California 95020 ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on December 01, 2013 and will continue in effect through June 30, 2015 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: - Perform the services as outlined in Exhibit "A" within the time periods described therein. Method of Performing Services CONTRACTOR 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 CONTRACTOR'S services. -1- 4852- 7028 -32840 MDOLINGER104706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR 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. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit "B ", "Payment Schedule ". Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR 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. Expenses CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY -2- 4852- 7028- 3284YI MDOLINGER\04706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides workers' compensation insurance for CONTRACTOR'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 attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. Indemnification of Liability, Duty to Defend To the fullest extent permitted by law, CONTRACTOR 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 CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, 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, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Commercial Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. -3- 4852- 7028- 3284v1 MDOLINGER104706083 Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; *CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf, *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. -4- 4852- 7028- 3284vl MDOLINGERT4706083 Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. Not performing any of its services professionally and/or timely. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work satisfactorily completed 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 "B" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR 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 CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'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 CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONTRACTOR'S assumption of duties. -5- 4852- 7028 -32840 MDOLINGER104706083 ARTICLE 8. GENERAL PROVISIONS 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 a party at the address appearing below such party's signature below, 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. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR 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. Any modification of this Agreement will be effective only if it is in writing signed by both parties. 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. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR 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. The Contractor 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 CONTRACTOR 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 attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. -6- 4852- 7028 -32840 MDOLINGEM04706083 Compliance With Laws The CONTRACTOR 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, CONTRACTOR 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 or ancestry of any employee, applicant for employment, or any potential subcontractor. 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. 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. -7- 4852- 7028- 3284v1 MDOLINGERV706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: 'cwt �S v TY O GILROY By: By. (Print Name) (Print Name) l Address for Notices: Address for Notices: ` I � D T ` st` 7351 Rosanna Street �Dclvl r Gilroy, CA 95020 Attn: City Administrator Social Security or Taxpayer Identll tio� er- Approved as to Form: *A�' Social 'Ygrational Services, Inc. !1L /I= L Titlehy,r. C� ATTEST: 4852.7028- 32841 _8 MDOLINGER104706083 EXHIBIT "A" I. SCOPE OF SERVICES Contractor shall provide the following vehicle cleaning services in the main pool vehicle parking area at 7370 Rosanna Street, Gilroy, CA 95020. The Contractor shall: Provide vehicle cleaning to the following city pool vehicles only: 2001 Oldmobile Aurora, License Number 1109656 1994 Ford Aerostar Minivan, License Number E294475 1994 Ford Aerostar Minivan, License Number E294494 1992 Ford Ranger Pickup, License Number E294455 2005 Toyota Prius Hybrid, License Number 1209479 2006 Toyota Corolla, License Number 1238833 2007 Ford Freestar Minivan, License Number 1011966 • Provide exterior washing, rinsing and drying, and tire coating • Provide interior vacuum, dusting off of dash, door panels and center console if equipped, and cleaning of the steering wheel. (The cleaning product will be provided by the City of Gilroy). • Provide window cleaning inside and out. • Provide the removal of all trash from cup holders, floor, ashtrays and seats. Il. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has satisfactorily completed all of the services under this Agreement, and if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not satisfactorily completed all of such services, CITY shall so inform CONTRACTOR within this two (2) week period. III. SCHEDULE The vehicle cleaning services provided by Social Vocational Services will occur on an every other Wednesday basis, from the hours of 9:30am to 11:00am. The Contractor shall give 10 days prior notice to the city of any change of schedule. -9- 4852.7028- 3284vl MDOLINGER104706083 IV. DIRECT EXPENSES III. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR 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 CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the services required under this Agreement 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY'S request. D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All material (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. -10- 4852- 7028- 3284vi MDOLINGERID4706083 F. 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. G. WAIVER. CONTRACTOR 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. H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. I. CONFLICT OF INTEREST. CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. 4852- 7028 -32840 MDOLINGERN04706083 llle ® CERTIFICATE OF LIABILITY INSURANCE DA1 /20 /DD/Y3 11/20/2013 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 pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns 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 1 -618- 539 -2300 Arthur J. Gallagher & Co. Insurance Brokers of California, Inc. License #0726293 505 North Brand Boulevard, Suite 600 NAME: Sally Grix PO FAX • 818 - 539 -1314 No: JUL D : sally grix®ajg.com INSURERS AFFORDING COVERAGE NAIC0 Glendale, CA 91203-3944 INSURER A: Nonprofit Ins. Aliance Of CA 09/15/1 09/15/14 INSURED INSURER e: COMPANION PROP & CAS INS CO 12157 Social Vocational Services INSURER C: INSURER D: $ 100,000 3555 Torrance Blvd. INSURER E: Torrance, CA 90503 INSURER F: COVERAGES CERTIFICATE NUMBER: 37027875 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. ILTRR TYPE OF INSURANCE POLICY NUMBER MP POLICY EFF PMI� EXP LIMITS A GENERALLIABILITY 2013- 07644 -NPO 09/15/1 09/15/14 EACH OCCURRENCE $ 1,000,000 S COMMERCIAL GENERAL LIABILITY p 1 n $ 100,000 MED EXP (Any one person) $ 10,000 CLAIMS -MADE a OCCUR % Professional Liab +• PERSONAL BADV INJURY $ 1, 000, 000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG S 3,000,000 POLICY PRO X LOC ]_,PM- $ ummm L m COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident) $ NON-OWNED HIRED AUTOS PROPERTY DAMAGE $ $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LiAB CLAIMS -MADE DIED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F-1 N/A CYCA17458 06/30/1 06/30/14 R WCSTATU- OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory InNK) If Yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space Is required) **Aggregate Limit - $3,000,000; Rach Occurrence - $1,000,000 The City of Gilroy, its officers and employees are named as Additional Insured as respects General liability coverage evidenced herein for liability arising out of the operations of the Named Insured per written contract. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Gilroy THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Frank Comin Fleet Superintendent 7301 Rosanna Street AUTHORUED REPRESENTATIVE Gilroy, CA 95020 A. USA ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD sugiglen 37027875 '4A Nonprofits' Insurance Alliance of California Ae W4 FM 0a4KAMM... A WAV rM NON W05 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 to include any public entity as an additional insured for whom you are performing operations 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 injury', "property damage" or "personal and advertising injury" arising out of, in whole or in part, by: 1. Your negligent acts or omissions; or 2. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity is an additional insured for liability arising out of the "products - completed operations hazard" or for liability arising out of the sole negligence of that public entity. B. With respect to the insurance afforded to these additional insured(s), the following additional exclusions apply. This insurance does not apply to "bodily injury" or "property 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 work" 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 limits are part of and not in addition to the limits of insurance under this policy. D. With respect to the insurance provided to the additional insured(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: MAC -E61 02 13 (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, lightning, 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 aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE. (e) That is any other insurance available to an additional insured(s) under this Endorsement covering liability for damages arising out of the premises or operations, or products - completed operations, for which the additional insured(s) 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 additional insured(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 other 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 loss remains, whichever comes first. If any other the other insurance available to the additional insured(s) 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. NIAC -E61 02 13 EXHIBIT "B" PAYMENT SCHEDULE The City of Gilroy shall receive a monthly billing invoice for vehicle cleaning services from Social Vocational Services. The payment will be due and payable upon receipt. Billing for Social Vocational Services will be a flat rate of $192.00 per month. (Approximately, $13.65 per vehicle). Checks shall be mailed to: Social Vocational Services Attn: CCB- Accounts Receivables 3555 Torrance Blvd Torrance, CA 90503 4852- 7028- 3284v1 MDOLINGERW4706083 (Cirp of 01 frop 7351 Rosanna Street Gilroy, California 95020 -6197 Review it formation for accitrctcv. If changes are made, return this form to above address. SOCIAL VOCATIONAL SERVICES 131 STEUART ST STE 500 SAN FRANCISCO, CA 94105 -1240 Business Infonmation 7101 MONTEREY ST GILROY , CA 95020 -6615 (415) 896 -5777 Business License Phone (408) 846 -0420 Business License Fax (408) 846 -0421 Oct 28, 2013 Business ID# 10738 License # 12784 Category ID NONPROFIT Units 1.00 Owner Information SOCIAL VOCATIONAL SERVICES Please detach license at this pert —I and post it in a conspicuous place. Cftp of Oifrop HUMOCORAL LOc�EKSF= SOCIAL VOCATIONAL SERVICES 7101 MONTEREY ST GILROY , CA 95020 -6615 License Expiration Date 06/30/2014 SOCIAL VOCATIONAL SERVICES If you have any questions regarding this license, please call (408) 846 -0420. In conformity with the ordinance of the City of Gilroy. NOTE: Licenses are due and payable July 1st and January 1st, unless otherwise provided by Ordinance. Payments received 30 days after expiration date will be subject to a penalty of 25% the first month and an additional penalty of 10% each month thereafter. Post License in Conspicuous Place. THIS LICENSE IS NOT TRANSFERABLE. Issue Date Business ID# License # Category ID 03/23/2011 10738 12784 NONPROFIT This license Is issued without verification that the, License Is subject to an exemption from licensing by the State. S13-1558. 067626