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HomeMy WebLinkAboutRINCON CONSULTANTS, INC. 2 -2007 INSURANCE HOT I)f~ liLt WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: APR 1 0 2007 N-2007-034 CONSULTANT AGREEMENT o:c..c.4 (.;l.) (I. (;,'{byet/JJ THIS AGREEMENT, made and entered into this I" day of March, 2007, by and between Rincon Consultants, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of environmental testing, assessment and consulting. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform environmental consulting services, including Phase I and Phase II Environmental Site Assessments and testing for hazardous materials, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term ofthis Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall on the date first written above and terminate upon expenditure of all funds allocated hereunder, unless terminated earlier in accordance with Section 12 below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured( s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance ofthis Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of$I,OOO,OOO per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance ofthe work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the negligence, errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason ofthe terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity ofthis Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason ofthe terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of 3 like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession ofthe Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Deputy City Manager for Dev. Services City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 667-2225 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 4 To Consultant: Rincon Consultants, Inc. 790 East Santa Clara Street, # I 03 Ventura, California 93001 Telefacsimile (805) 641-1072 Attn: Michael P. Gialketsis, Principal A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: 5 a. As a condition of such payment, the Deputy City Manager may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals ofthis Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. II II 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: '. / ~J~'~/ ~ 'FA TRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA ~ ~ e DAVID N. RE City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: (2/;(..- t'. ~_ Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT STElidlJaG Deputy City Manager for Development Services (t MICHAEL P. GIALKETSIS Principal TaxID#/I- 03~ .- 00'1. '> 7 '":\ EXHIBIT A City or Sant" Ana, Community Development Agency .Ermironnuml:aJ Consulti'ngif)ervicer_- February,'21)~()(J~_ Updatesfor Fiscal Yeal'July I, 2006 through June 30,1008 III - GENERAL FEE SCHEDULE STANDARD FEE SCHEDULE FOR ENVIRONMENTAL, GEOENVIRONMENTAL, AND PLANNING SERVICES Rincon COllb<Jltmits' fco schedule Is based on the time that is charged to projects by ow pl,o(essionals and support staff. Direct costs associated with completing a project are also billed to the pl'~jcctas discussed under Reimbursable Expepses below. TIle following seL~ forth Ute biIlh)gTat~:fqr Qutpcl'sonl1gL Professional aml Technicall'croounel Houdy Rate Principal................................................................................................. $ 15,D!ho.tu. S~pervising linvironmental Scientist/Planner ................................. $, 1.25/1IOur Senior EnvirollmentalScientlst/Planner ........................................... $ 110/hour Environmeptal SciCllt!st/ Plallner ......... .............. ......... ........ ...... ...... .... $ 9,5 fho.tll' Environmental Techllician.... ..... ......... ....... ......................................... ..$ 85./hour Enviroru",mtal PieW Aide ...................................................................~. 55/hotlr AutoCAD, GIS Tecllllician................................................................... $ 8~/hour Gmphic Designer .............................................,..................................., $ 65/fto~tr Clcr'icalj Administrative Assistant ..................................................... $ 55/II(,ul' I:':Xpe:rl'wil:n€ss:servkes'col1sjsting' of depDsitians, and ju.:eourttestimony'<arc dUl1;ged 'ab a taLenf $250/ hO;tr. equipment Unit Rate Photo-loni:lllti;tn Detector (PID) ........"",.............,......................."..... $ 1001 day Four Gas Monilor....".............,...................."........",............................. $ 100j.day Oil-Waler Interlace Probe ."".........."..............................,....................$ 75j. day WaleI' Level h1>licator.....".."................................................................$ 25/day telllpcral:tll'C"ptl-Conducllvlty Met!'r ..,.................".........,.........."",'$ 40j.day llailer..,.. ..... .......... ".... ......... ........... ............ ......................... ...,. .............. $ 20/ day Dis posable Bailel'"..... "...... ....................................... ...." ......... ,..............$ IS leach Hand Auger Sampler .......................,................................................... $ 50j.day llrass Sample Slecves"..".........................................................."....""..lv SI each IJeeon~'lmination I1quipment ....................................""......................'$ 20/,day Level C Heal.th alld Safety Rquipm!'nl...................."......................... $ 50/pe"S</lljday Submersible Pt\mp............."....................,................,........................... $ 1501 day DC PUl'gePump ...."......................"'...."............................................... $ 30/ day DisliOlved Oxygen MeIer ..."".............,..........................................."... Iii 40/day Turbid Ily Meter ......................................,,,......,,,...............................,.., $ 25/ slay Sound'Level Me(er.................................................,.............................. $ lOa/day GPS Locator .................................................................................,......... $ 301 day 1.'ISer Rangefindel' ........ ...... ........... ....... "........ .......... ..... .....,,'" ......... "... $ 35 j day lntegraled GPS/ GIS..............."..."................""'....................,.........,,,..'$ 500/ day Field Computer Equipmenl...............................................,................. $ 40/ day Vacuum Gas Char.lberSamplel'...........................................................$. 20/day Digital Pt<)jectOl,/Colllpuler .."............................................................ ~ 40/d"l Aneollletel' .....................................................,............................".........~, 25/ day Soil VapI>]' Extraction Monitoring Equipment .................................. $ 125/ day Photocopying and Printing P~otqCl)pie., will be char sed at a rate oflpO.08/ copy fol' single-sided cupies and $0.16 for double- sided copies, Colored copies wjJl be charged at" rale of$U)O/copy for <ilngle-sided and $2.00/ copy fOl' double-sided 01' JJ"x'l7" copies, Ovcl'sizec1l11aps or display graphics will be charged at a rMe of $7.00/ square fooL 1 ,f " t i oil r;; If !I T ii, j, (} (' ;;. ()!) si fi3i'!1, il rs En !iii!- :;.< r j ~.li 8. ,. City of Santa Ana, COIl)nlunily DevcloP1"cnt Agency lt~ltjrotIfnemalCqtl~ltltiizgSe!,vi(;r;;s.-.;. .Fe}jruat;y2:I, ZOQ? UpdEllesfor ['!seql reor July t, 20116 ffu-ollgh ,hme.')II, 2QIIS Reimbursable Expenses Expenses associated with completing a project arc termecll<eimbursable Expenses. TIlese expenses do notincludc the hourly billing rates llescrib,~d above. Reimbursable expenses include, but are not limited to, the following' 1. Direct costs associated with the execution afll project lire biCled at cost plus 15% io cover Gmeralalld Adrttlllistrative services, Direct coots include, but are 1Iot limited to, laboratory and drillil1g services chll1'!jes, subcontractor sel"/lices, anthorized trwe! expenses, perMit elmrges and filing fires, pnnting and graphic elmrges, performance bonds, stll1tpJe Imndling alld sltipment, eqllipmellt reninl other than covcredby the above charges, etc. 2. Vehicle use in compnl1y-owfted vehicles will be IJillednt aMY rote of $7.5jdfl!l fqr regular terrain vehicle use anc!'$100 per d,ay for 4-WD off-rood vehiCle II $O,50jmile for utileage ifVet 50 wiles pC'r Imy. For transportation ill enrpl II autamobiles, a rale aJ$O,50/mile will be charged, Renhll vehicles 'Will be at cost plus 1.5%, 2 L il vi ~{l!l M I; ti tit $[ i ~ l' ti s.t S j> I:i>/J: ;-r H r " If g. J II :e !! EXHIBIT A City of Santa Ana, Cnmmunity Development AgenL)' ElIVir()lJlfJ(!f1tal'?oJ1S111'~lgJJervi{!~,t;.~ 1"'e~rl!arY21r.2()(J7 Upaatesfol' Pi.,ceil rear July I, 2006 thJ'(Jugh June 30, 20Q8 IV-FIXED FEE SCHEDULE As requested by the City, Rincon's fixed fee schedl.\1e below will apply to all Phase 1 ESA" ACM and LBP surveys, lor the City of Sanla Ana's fiscal year from July 1,2006 through Jtme 30, 2007, Please note that the increase in price for Phase 1 ESAs is dl.le to Ihe new Environmental Protection Agency (EP A) Final Rule regarqing All Appropriate Inquiry (AAJ) publ1shed On November 1, 2005, The Final Rule regarding AAI becaUle ,,((ective on November 1, 2006. In addition, new American StanClards Testing Materials (ASTM) guidelines, incorporating the EP A AAI, were pt1hlishcd in January of 2006 (ASTM E1527-05). Compliancc wilh ale 2005 ASTM guidelines and Ihe new EP A AAI Final Rule is particularly important for cities l'eqqiring CErrCLA liability protection. Additional information regarding the new liPA Final Rule regarding AAT can be Jmmd at www.cpa.govl!>werClsps/bf/regnog.hlm. Rincon Consultants Fixed Fcc Schedule CJty of Santa Ana Community DevelopmeJ;lt AgeJ;lcy l'hi\s\: IESAs Fixed Fe.\:t:ici': sit\: 6,000 - 10,DOQSP Parcel . $2,100 11;QOO . 15,OOQi$P.Parcel "'-'..,"~-"..-"--'--_._-.-"--","-"."- "-"-"-,. c.ccc..c.c--~~2;7bb A$b~"t<Js $~ltv..'V Sfpele.JfaJflilu Res.idmces $inlile-.EllrtiilMRli:sideri~e (< l,50ll SF) $40(} $J;l'\gliG~~mU~.R\'Siti~~"..(1,$01-2,51)OSP) $4$0 Mtll#-Famit,/Re1,itlt{llCf!,S MllJti-F~lml1y Dwelling (2 - 4, Units) $450 Mlllli"FanUlyDwellfug (5 - 10 Units) $5$0 COlj#ii<<i"jia.tiSll'iiCifllf.~S Commel't;!alStVl.ll'tl.!rC (<1;500 SII) -~~._. $400 CoIX'lI:rlBl'Ct.1!S!:tllcblr(' (V'101-2;500 SF) ... $450 -Sgnmwcial Strtictyye (2,501-5,000 SF). .....c ${5cj(j-...........-.-.c.c...-.- l::ammer2<1lc~!':'1!"'l:1:ic~~X:~~~OOc SF) $600 Lea~{-IlasedPaint StlT""" SilllilM'tltilil".Res.{d(!ilces 5mt!le-falJ.itlV 1,esj~{eij.ce(l,OiJO-1,50() pIi) $Z5Q $in}l;le..Fl;rtiilMResj~1@ce.(1,600- 2;500 SF) $$00 . Ml!lU-ta,ttf,illl 'fte$1.dff(C/!S Multi-Familv Dwelling (2 - 4 Units) .$275 Multi-Falnily Dw\'lJiflg (5 - to Uill;t$L_. $;,\00 .-.. CQ.ffi.ll1lfcf.I1JStnlctl.lres .. Caniillel'dal Strllcture (<1,500 SF) $250 COmmercial Slri.lCll.!rc ;J,501- 2;500 SF) $$00 CQmmero aJ 5tructu.re ,2,501 - 5,000 5r,) $325 Commerdal Structure >B,OOO SF) "-$(\50 for Rush Asbestos SIlrveys, add $lQO per sile_ For Reeo1llmellrled l'oblt COlml Tesls all Samples wilh 1'racc AS/lest05, add $100 per sample. 3 ,. n v I f '1 ;1 m ->I II '.1-j ;) e IJt j s 11; t';.(I l) n f oS r" E t; ',", '!' f ~{ ,I:.VH I B ,A. ~ II City-ofSanta 0:nu} Community Devc]oPl11cnt Agene)' Em>lronmeftlal Consul/big Servlce. - February 21. J007 Update.' for Fi:;cal Yeul' July 1, 2006 through JUlle 30. 2008 v- OTHER PERTINENT FEES At the City's request, we are providing a table of unit-based fees Pelow tbatwill apply to any monitoring or remedrdt excavation projects undertaken py tbe City before ]\me30, 2007. Laporatory Fees 'lre b'lsed on u&ing the services of A,qsociated Laboratories, Inc. in 01"ange, Califo1"nia. The fees below do not include costs for subcont1"actors for excavation, milling, traDspOl"tation 01" disposal of contaminated soil. Rin~on Consultants Unit.Based Fee Schedule MonitoYlllg'alldRemedial.Excavatioll Ulllt Rate_tIel' nay fJi~14 StmJf(l~.s ~wc>I1.'$1:vItC>JJID~~tltScien!:i~t $901:1 Tt4ckani:lEqwpment (Pm,camera, $201:1 qfuet} XRt'Be1"#ce8 $1/400 pava;rafatJI Sert#ces Wilt J{ale-J'ierS<<mPJe. TEPH $60 CAMMe1l11s $110 SmgleMe!a'ls 1--' $17 $TtC'Sing!ci.Melals' --.-- $60 -~-"..,.........-----' TCU;!Smlt!e-Me-t.:xli ..-.-.-.-. $60 ."_..". lje~tiei~le~ ..----.".---..-.---- :pl0$ PCBs $70 VOCa -....-... "...".-......- ..... .---..-.- .........---- $100 SVOCs $2Si) Note: Laboratory analysis costs based 00 a standard 5 to 7 day turnaround tim~. 4 fir! ~ ) r (j'J1 & n J :t $( i ~ " t is P I if 'I Hii' ! .~ t n If. ! n ~~.r,' EXHIBIT A EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out ofthe operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits ofliability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative 8