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HomeMy WebLinkAboutTERMINAL VIDEO LISTINGS BDA TVL, INC. - 20170 CL fall INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE. ®JLJu 2 a 2017 N V N N-2017-114 c i ORIGINAL x _ t THIS AGREEMENT is made and entered into this 15th day of April, 2017 by and between Terminal Video Listings, Inc. (DESA; TVL, Inc.), an unknown entity with its principal place of business in Seattle, Washington (hereinafter "Consultant"), 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"), and the City of Anaheim, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "Anaheim:') RECITALS A- The City desires to retain a consultant having special skill and knowledge in the field of software licensing, training, mobile services, and hosting services for Wise TrackTM software which will assist the Santa Ana Police Department and the Anaheim Police Department, as UASI Core Cities (alternating, responsibility each year) for Santa Ana/Anaheim Urban Area, In tracking UASI grant funded assets, B. Consultant represents that Consultant is able and willing to provide such services to the City and Anaheim. 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 those services as set forth in Exhibit A to this Agreement: 2.. COMPENSATION a. The total am, ountexpended under this Agreement shall not exceed $24,933.00, UASI grant funds will be used to pay for this Agreement and Consultant understands that if grant funds are no longer available;' City and/or Anaheim may terminate Agreement, All of the charges shall be bald at the start of the Agreement except for the Wise Track Ta hosting fees which will be billed on a quarterly basis and paid using FYI 5, FYI 6, and FYI UASI grant funds. b Consultant shall bill the City as Core City quarterly for the hosting services only. Ail other services will be paid in full by City as Core City upon receipt of a proper invoice evidencing work performed, subject to City's accounting procedtrras, 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 and Anaheim.- 3. TERM This Agreement shall commence on the date first written above and terminate do April 14th, :2020 unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the parties. 4. RESPONSIBILITY FOR UASI GRANT; CORE-ci'PY The City of Santa Ana and the Santa Ana Police Department in its capacity as a Core City for the Anaheirn/Santa Ana Urban Area under the FYI Urban Areas Security Initiative have entered into this three (3) year Agreement for use of the Wise TraokT"' software. However, each fiscal year, the City of Santa Ana and the City of Anaheim alternate responsibility for overseeing the UASi grant funds. M that capacity, both cities have aocess to the Wise Track r"^ software and hosting through their respective systems. This .Agreement covers access to the Wise Track ra software and use by both cities. The Agreement will be paid for with UASI grant $,midst Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City or Anaheim. 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 or Anaheim 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 shat) 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. R This Agreement creates a non-exclusive and perpetual license for City and Anaheim to copy, use modify, reuse, orsublicenseany and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible - medium of expression, Including but not limited to, physical drawings or data magnetically or otherwise recorded on Computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree In writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement, - Consultant represents and warrants that Consultant has the legal right to license any and all Documents ,& Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time; provided that any such use not within the purposes Intended by this Agreement shall be at City and Anaheim's soli risk. Contractor will not use any sof the documents & data obtained in developing the website or the website Itself for advertising or promotional purposes without the City and Anaheim's written consent 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 maintain and property, resulting from any pact or occurrence arising out of Consultants operations In the performance of this Agreement, including, without limitation; acts involving vehicles, The amounts of insurance shall be not less than the following. single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amoun of $1,000,000 per occurrence, with $2,000.000 In the aggregate, Consultant shall supply City and Anaheim with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement, b, Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant hasany employees, is required to be insured against' liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of tate work under this Agreement, Consultant agrees to obtain and maintain any employers liability insurance with limits not less then $1,000;,000 per accident; G. if Consultant is or employs;a licensed professional such assn architect or engineer: Professional liability (errors and omissions) insurance, with a Combined single limit Of not less than $9,000,000 per claim with $2,000,000 in the aggregate. d. 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, (Il) Certificates of Insurance shallbe furnished' to the City and Anaheim upon execution of this Agreement and shall be approved by the City and Anaheim. (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 and Anaheim. a. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City and Anaheim with required proof that insurance has been procured and is in force and paid for, the City and Anaheim shall have the right, at the City or Anaheim's election, to forthwith terminate this Agreement. Such termination shall not affect 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 and Anaheim. & INDEMNIFiCATION Consultant agrees to and shall indemnify and ihold harmless the City and Anaheim, their officers, agents, employees; consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations 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 of the terms of, or effects, arising from this Agreement. Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City and Anaheim, including fees and costs for special counsel to be selected by the City and Anaheim, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation; restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City and Anaheim may make all reasonable decisions with respect to its representation In any legal proceeding, Notwithstanding the foregoing, to the extent Consultant's Services are subieet to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that Parise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, 9: INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, and indemnify the City and Anaheim, their officers, agents, representatives, and employees against any and all liability, Including costs, for Infringement of any:United States' letters patent, trademark, or copyright infringement, Including costs, contained in the work product ordpcuments provided by Consultant to the City and Anaheim pursuant to this Agreement, Consultant shall keep records and Invoices in connection with tit Agreement; Consultant shall maintain complete and accurate records wltt Agreement and any service$, expenditures, and disbursements charged k period of three (3) years, or for any longer period required by law, frorn the, under this Agreement. All such records and Invoices shall be clearly !dent representative of the City aridlor Anaheim to examine, audit, and make tra any other documents created pursuant to thTa Agreement during regular bi inspection of all work, data, documents, proceedings, and activities relates (3) years from the date of final payment to Consultant under this Agreeme 11, CONFIDENTIALITY If Consultant receives from the City and/or Anaheim 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 like importance, but in no event less then 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 of the 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 and/or Anaheim, 12, 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, 13, 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 fax or other telegraphic communication in the manner provided in this Section, to the following persom 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 Fax 714- 647-6956 With courtesy copies to: and Chief of Police City of Santa Aria 60 Civic Center Plaza (M-97) P.O, Box 1988 Santa Ana, California 92702 Fax 714- 647-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Anaheim: City Clerk City of Anaheim 200 South Anahehn Boulevard, 20d Floor Room 217 Anaheim, California 92805 Fax 714765-4105 With Courtesy copies to: Chief of Police City of Anaheim 425 South Harbor Boulevard Anaheim, California 92865 EM To Consultant: City Attorney City of Anaheim 200 South Anaheim Boulevard, 3' Floor Anaheim, California 92806 Fax 714-765-5123 Terminal Video Listing, Inc, ('TVL") 8309 32nd Avenue NW Seattle, WA 981174-3922 A party may change its address by giving notice In writing to the other parties. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City, Anaheim, and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In -the event0fa 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 bywritten signed by the City, Anaheim, 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, City, or Anaheim, 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 riot embodied herein. I& ASSIGNMENT Inasmuch as this Agreement Is Intended to secure the specialized services Of Consultant, Consultant may riot assign, transfer, delegate, orsubcontract any Interest herein without the prior written consent of the City and Anaheim and any such assignment, transfer, delegation or subcontract without the City and Anaheim's prior written consent shall be considered null and void, Nothing in this Agreement shat[ be construed to limit the City or Anaheim's ability to have any of the services which are the subject to this Agreement performed by City personnel, Anaheim personnel, or by other consultants retained by City or Anaheim. 11C TERMINATION This Agreement may be terminated by the City and by Anaheim upon thirty (30) days written notice of termination, In such event, Consultant shall be entitled to receive and the City and Anaheim shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice, of termination, sobjertto the following conditions: a. As a condition of such payment, City and/or Anaheim may require Consultant to deliver to the City or Anaheim all work product completed as of such date, and in such case such work product shall be the property of the City or Anaheim unless prohibited by law, and Consultant contents to the City and Anaheim's use thereof for such purposes as the City and/or Anaheim deem appropriate. b. Payment need aiot be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. c. UASI grant funds will be used to pay for this Agreement and Contractor understands that if grant funds are no longer available, City or Anaheim may terminate Agreement. 17. 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 orotheremployment related activities. Consultant - affirms that It Is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations 1$. 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. All parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement: Consultant shall, throughout the term of this Agreement,: maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana, the City of Anaheim, and all other governmental agencies. Consultant shall notify the City and Anaheim 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. a, pet arment acid Susoensio t— Contractor will comply, and all Its contractors will comply, with applicable federaf suspension andd-debarment regulations Including, but not limited to, Executive Orders 42549 and 12089; and 2 Codeof Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200, b. Seotic q 60q of the Rohatzilitation Ant of 1973 {Handioaop ail - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1673 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives a5&Llrance that no otherwise qualified handicapped person:shafl, solely by reason of handicap beexcludedfrom the participation in, be denied the benefits of or be'subject to -discrimination, Including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be Included in the agreements with andd be binding on at] of its contractors, subcontractors, assignees or successors. c. Americanswith Disabilttios qct of 1990 (ACtA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. it. Lobbvtna gid: q ideal Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise, In violation of the provisions of the"Hatch Aor'. e. Contractor will comply with all applicable lobbying prohibitions and taws, including those found in United States Code Title 31, § 1352, at serf., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or anomployse of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan,: or cooperative agreement: f. Contractor urfll comply, and all its contractors will comply, with all requirements of the Byrd Anti -lobbying Amendment (31 1-13,C, 1362), as applicable, 9. Nqq-:D1 c iin tion and Er�ual Opportunity -Contractor will comply, and all its contractors will comply, with Title V1 of the Civil Rights Act of 1904, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968; as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 36 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes:a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, submit the findings to the Mice of Civil Rights, Office of Justice Programs, U.S. Department of Justice. 11, Contractor will comply, and all Its contractors will comply, with all requirements of the Executive order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11376 of October 13, '1967, and as supplemented In Department of Labor regulations (41 GFR chapter 60), as applicable. L Contractor will comply, and all its contractors will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C, 874) as supplemented In Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its contractors will comply, with all requirements of the Davis -Bacon Act (4a U,S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as aippllcablo. L Contractor will comply, and all its oontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable, in. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U,S,C, 1857(h)), Section BOB of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors Will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mir. 11, 1988, as amended at 60 FR 19630, 19645, Apr, 19, 1996), as applicable. 0. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002, of the Solid Waste Disposal Act, as amended by the Resource Gonservatior applicable, P, Contractor will comply with the Federal Water Pollution Control Act (33 U.S.C. 1261 1387) as applicable, q. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to: (1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. Contractor will provide information pursuamto 2 CFR section 200,315(e) for response to a Freedom of Information Request when applicable. S. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property. I. Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds. U. If the product is defective, does not function as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the productfor a new product at the City's election. 21. MISCELLANEOUS PROVISIONS 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 and Anaheim fully, including reasonable costs and attorney's fees, for any injuries or damages to City or Anaheim 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR� Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City me Tahiaa son rr Assistant City Attorney RECOMMENDED FOR APPROVAL•, CITY OF SANTA ANA 4CT�HIIAKU Z Interim City Manager Chief of Police LINDA N. ANDA Clerk of the Council APPROVED AS TO FORM: KRISTQELLETIE R S niot'At �ney By.K (Name) (Title) �ECOMMEIND FORAP C,V RZFUEZk Chief of Police TERMINAL VIDEO LISTINGS, INC. ('TV12) (Title) GSC (Name) hf-)F,T-t M Chi Tax ID# 1q6—XJz 2-za- CIT, OF ANAHEIM PAUL'E E City M 4 an er EXHIBIT A SCOPE OF SERVICE AND RATES OR CHARGES Software Products 10-WTMOB05 WiseTrack Mobility Server 5 User 1 $3,114.00 $3,114.00 Total: $3,114.00 Software Support Services & Maintenance (Annual) 30-WS05 WiseTrack CORE 5 User Support/Maintenance 3 $1,299.00 $3,897.00 30-WSMOB05 WiseTrack Mobility Server 5 User Support 3 $519.00 $1,557.00 30-WSAPPGEN WiseTrack Web Server 10 User Support/Maintenance 3 $1,299.00 $3,897.00 Total: $9,351.00 Professional Services WiseTrack Hosting Services 50 -HOSTING -3 year term 12 $789.00 $9,468.00 -Billed quarterly Training and Use Cases/Workflows 50 -TRAINING -Confirm Best Practices and workflows/procedures 1 $1,500.00 $1,500.00 -Deliver Use Case Documentation for each workflow -Training to Users on the procedure/workflow Travel Expenses, Not to Exceed 50 -EXPENSE -Travel is billed at actual cost, with backup copies provided 1 $1,500.00 $1,500.00 -Booking must be completed min 2 weeks in advance Total: $12,468.00 Total: $24,933.00 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company t✓ Fiff-G%iliGir %1% GtJ/ I L�-'W —v This endorsement modifies such insurance as is afforded by the provisions of Policy # tS ILE®/ 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 of the 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 of liability. 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 �d �% E/ o Z p/ � this endorsement form as a part of Policy # �� / / 9 ®L/ 3'i Issued to_ %Ek'nll^)X?/ IJ//)Fo GlSTss✓e Amemomat k. :.xn Clammmsocum CMMS=AFE BC] 6M Wwmnrw H*" Ito 44� The Ofty of UU Ana April 19e 2DI7 20 mss,Center PWa SANTA ANA, CA 92701 United SUIeS Lase e n a.: wd Deparhmm y GL