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HomeMy WebLinkAboutAgreement between the SD Unified Port District and the City of National CityAGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for POLICE, FIRE AND EMERGENCY MEDICAL SERVICES AGREEMENT NO. 89.2012 The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, herein called "District" and the CITY OF NATIONAL CITY; a municipal corporation, herein called "City." RECITALS: WHEREAS, the San Diego Unified Port District Act allows the District to contract with the Municipalities whose territorial limits are adjacent to or contiguous to those of the District for police, fire and other services, and; WHEREAS, the District and the City desire to execute an Agreement for police, fire and emergency medical services on non -ad valorem tideland trust property located in the City ("Agreement"), and; WHEREAS, the City has the capacity to provide police, fire and emergency medical services to said District property; NOW, THEREFORE, it is mutually understood and agreed by and between the parties as follows: 1. SCOPE OF SERVICES A. This Agreement covers reimbursement of the cost of police, fire and emergency medical (EMS) services to be provided by the City upon the District's tidelands and property within the City's limits, which do not generate ad valorem tax revenues, as depicted in Exhibit A, Non Tax Paying Tidelands in the City of National City, incorporated by reference as Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices ORIGINAL Page 1 of 14 though fully set forth herein. Those properties include, but are not limited to, non -dedicated streets, parks and other open space, unleased developed properties, leased properties wherein the lessee is not subject to ad valorem taxes (with the exception of properties leased to the City), and unleased vacant land. Nothing herein contained shall give the City the right to use or occupy any District real or personal property, or to otherwise use the services of the District or its employees. City shall provide police, fire and emergency medical services as contained in the Statement of Services established as the baseline service level, attached hereto as Attachment A and incorporated by reference as though fully set forth herein. B. Services under this Agreement shall be in furtherance of the San Diego Bay tideland trust for the accommodation of commerce, navigation, fisheries, and recreation on said trust tidelands for the benefit of all of the people of the State of California. C. District may reduce level of service or adjust compensation based on unanticipated events, including but not limited to: • Unanticipated events/needs that would require District expense budget cuts. • Significant bad debt, significant pension cost increases, pollution remediation, significant loss or settlement payment from litigation. • Major Maintenance project necessary for preservation of existing revenue stream or prior capital investment. • Unforeseen need to comply with current regulatory requirement or legal mandate. • District's need to replenish operating reserves when reserves go below the current policy. D. Service levels may be adjusted in the event of exogenous shocks as a result of acts of nature and/or catastrophic events (e.g., storms, wildfires, and/or 9/11 type incidents). Agreement No.: 89-2012 Party to Agreement City of National City Requesting Department: Executive Offices Page 2 of 14 E. District and City shall have the option to re-evaluate service needs every three (3) years, as needed (i.e., substantial changes in service needs from increased activity resulting in negative impact to public safety or mutually determined unsatisfactory service conditions on tidelands, or a significant change in the non -taxpaying tidelands). If the need for re-evaluation is mutually determined by District and City, discussions may start on the third contract year and any decisions made may apply to the fourth contract year. F. Should service levels require adjustment, City shall provide to District a detailed summary of changes to service levels. Upon approval by District, the service level adjustment shall be incorporated as an amendment to the Agreement. 2. TERM OF AGREEMENT: This Agreement covers services rendered from July 1, 2012 through June 30, 2021, subject to earlier termination as provided herein, 3. COMPENSATION: A. In consideration of the foregoing performances by the City, District shall pay City an amount not to exceed the baseline rate $1,087,595.00 for Fiscal Year 12113 for services contained in the Statement of Services, referenced as Attachment A. Compensation for Fiscal Year 13/14 through Fiscal Year 20121 shall be calculated on an annual escalation based on San Diego County Consumer Price Index (CPI), except for years when the District's actual percentage increase in operating revenue is less than the CPI. CPI will be based on the index change from the prior calendar year. i The operating revenues used in this formula include certain exclusions, such as pass through revenues, restricted revenues, significant one-time revenue increases or decreases, and any significant unforeseen substantial expenses greater than $500,000 in the aggregate (e.g., loss or settlement payment from litigation, any unforeseen equipment breakdown like HVAC). Agreement No.: 89-20/2 Party to Agreement City of National City Requesting Department: Executive Offices Page 3 of 14 B. If the District's operating revenue growth is less than the CPI, the compensation shall be adjusted based on the District's financial performance and service level shall be reduced accordingly in collaboration with City. -District shall provide the City the prior fiscal year's revenue growth no later than December 31 of the following fiscal year. Example: FY13/14 revenue growth will be calculated after the fiscal year has ended on June 30, 2014 and the financial reports are completed. No later than December 2014, the District will provide the compensation adjustment to the City to coincide with the preparation of the city's FY 15/16 budget. The adjustment will be effective for the FY15/16 compensation. C. Yearly escalation based on CPI shall not exceed 4%. Example: CPI 2012= 4.5% District's Revenue Growth FY 13/14= 5% Escalation will be capped at 4%. D. If the District's operating revenue growth is negative, adjustment may not be lower than -4%. Example: CPI 2012= 3% District's Revenue Growth FY 13/14 = -6% Adjustment will be -4% E. City shall submit written requests for reimbursement to District for equal quarterly payments under this Agreement. Written requests shall be submitted on a quarterly basis, at the end of each fiscal quarter. District agrees to make reimbursement payments to the City within thirty (30) days of receipt of a properly prepared request for reimbursement. Agreement No.: 89-2012 Party to Agreement City of National City Requesting Department: Executive Offices Page 4 of 14 4. RECORDS: In accordance with generally accepted accounting principles, City shall maintain full and complete documentation of the cost of services performed under this Agreement. Such documentation, if reasonably available and prepared and maintained in the regular course of business, may include time cards, contracts, receipts, original invoices, canceled checks, payroll documentation, calls for service records, dispatch records, police and fire budget data, other budget data used to calculate citywide overhead factors, and periodic logs maintained by police and fire staff. Such records shall be open to inspection of District at all reasonable times in the City of National City and such records shall be maintained in accordance with applicable laws and policies of the State of California and City of National City related to records retention. Generally, all records set forth herein shall be maintained for at least three (3) years from the date of termination of this Agreement. if City is notified by District of a dispute, claim, litigation, or appeal arising from this Agreement, City shall maintain applicable and material records for a period of three (3) years after notification of the dispute, claim, litigation, or appeal, or until the dispute, appeal, litigation or claim has been finally resolved or adjudicated, whichever is later. City understands and agrees that District, at all times under this Agreement, has the right to audit financial or other records, which City has prepared or which relate to the work which City is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District. City shall provide District at City's expense a copy of all such records within ten (10) working days of a written request by District, unless the requested records are voluminous in nature. In that case, City may extend the time to respond to a request for records, as provided by the California Public Records Act, set forth in the California Government Code, and incorporated herein as controlling authority related to records disclosure. District's right to records shall also include Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices Page 5 of 14 inspection at reasonable times at the City's office or facilities, which are engaged in the performance of services pursuant to this Agreement. City shall, at no cost to District furnish reasonable facilities and assistance for such review and audit, 6. COMPLIANCE: In performance of this Agreement, City shall comply with the California Fair Employment and Housing Act, the American with Disabilities Act, and all other applicable federal, state, and local laws prohibiting discrimination, including without limitation, laws prohibiting discrimination because of age, ancestry, color, creed, denial of family and medical care leave, disability, marital status, medical condition, national origin, race, religion, sex, or sexual orientation. City shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code, as applicable. City shall comply with all applicable federal, state and local law, as well as any applicable District codes and policies in effect now. 6. INDEPENDENT ANALYSIS: City shall provide the services required by this Agreement, independent of the control and direction of District, other than normal contract monitoring provided, however, City shall possess no authority with respect to any District decision beyond rendition of such information, advice, or recommendations. 7. ASSIGNMENT: City shall not assign this Agreement or any right or interest hereunder without express prior written consent of District, nor shall District assign this Agreement or any right or interest hereunder without express prior written consent of City. 8. MUTUAL INDEMNIFICATION A. City agrees to defend, indemnify and hold the District harmless against and from any and all damages to property or injuries to or death of any person or persons, including employees or agents of the District, and shall defend, indemnify and hold harmless the District, its officers, agents and Agreement No.: 69-2012 Party to Agreement: City of National City Requesting Department Executive Offices Page 6 of 14 employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, of or by anyone whomsoever, in any way resulting from or arising out of the negligent or intentional acts, errors or omissions of the City or any of its officers, agents or employees, unless otherwise agreed to in writing by City and District. B. District agrees to defend, indemnify and hold the City harmless against and from any and all damages to property or injuries to or death of any person or persons, including employees or agents of the City, and shall defend, indemnify and hold harmless the City, its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, of or by anyone whomsoever, in any. way resulting from or arising out of the negligent or intentional acts, errors, or omissions of the District or any of its officers, agents or employees, unless otherwise agreed to in writing by District and City. 9. INSURANCE REQUIREMENTS: A. City and District shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: (1) Commercial General Liability (including, without limitation, Contractual Liability, Personal Injury, Advertising Injury, and Products/Completed Operations) coverages, with coverage at least as broad as Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 0001) with limits no less than one million dollars ($1,000,000) per Occurrence and two million dollars ($2,000,000) Aggregate for bodily injury, personal injury and property damage. Agreement No.: 89-2012 Party to Agreement: City of Natfonal City Requesting Department: Executive Offices Page 7 of 14 (a) The deductible or self -insured retention on this Commercial General Liability shall not exceed $250,000 unless District has approved of a higher deductible or self -insured retention in writing. (b) The Commercial General Liability policy shall be endorsed to include the District; its agents, officers and employees as additional insureds in the form as required by the District. An exemplar endorsement is attached (Exhibit B, Certificate of Insurance, attached hereto and incorporated herein). (c) The coverage provided to the District, as an additional insured, shall be primary and any insurance or self- insurance maintained by the District shall be excess of the Service Provider's insurance and shall not contribute to it. (d) The Commercial General Liability policy shall be endorsed to include a waiver of transfer of rights of recovery against the District ("Waiver of Subrogation"). (2) Commercial Automobile Liability (Owned, Scheduled, Non -Owned, or Hired Automobiles) written at least as broad as Insurance Services Office Form Number CA 0001 with limits of no less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. (3) Workers' Compensation, statutory limits, is required of the Service Provider and all sub -consultants (or be a qualified self -insured) under the applicable laws and in accordance with 'Workers' Compensation and Insurance Act", Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Employer's Liability, in an amount of not less than one million dollars ($1,000,000) each accident, $1,000,000 disease policy limit Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices Page 8 of 14 and $1,000,000 disease each employee. This policy shall be endorsed to include a waiver of subrogation endorsement, where permitted by law. (4) Umbrella or Excess Liability insurance with limits no less than one million dollars ($1,000,000) per occurrence and aggregate. This policy must provide excess insurance over the same terms and conditions required above for the General Liability, Automobile Liability and Employer's Liability policies. B. Certificates of insurance coverage for all the policies described above upon execution of this Agreement and upon renewal of any of these policies shall be provided by City and District to the other party. A Certificate of Insurance in a form acceptable to the District, an exemplar Certificate of Insurance is attached as Exhibit B and made a part hereof, evidencing the existence of the necessary insurance policies and endorsements required shall be kept on file with the District. Except in the event of cancellation for non-payment of premium, in which case notice shall be 10 days, all such policies must be endorsed so that the insurer(s) must notify the District in writing at least 30 days in advance of policy cancellation. City shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. C. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the face of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage. Agreement No.: 89-2012 Party to Agreement City of National City Requesting Department: Executive Offices Page 9 of 14 D. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on City. Each party reserves the right to obtain complete copies of any of the insurance policies required herein. 10. INDEPENDENT CONTRACTOR: City and any agent or employee of City shall act in an independent capacity and not as officers or employees of District. The District assumes no responsibility for taxes, bonds, payments or other commitments, implied or explicit by or for the City. City shall not have authority to act as an agent on behalf of the District unless specifically authorized to do so in writing. City acknowledges that it is aware that because it is an independent contractor, District is making no deductions from its fee and is not contributing to any fund on its behalf. City disclaims the right to any fee or benefits except as expressly provided for in this Agreement. 11. ADVICE OF COUNSEL: The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek the advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each of the parties hereto. This Agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of the Agreement. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. 12. INDEPENDENT REVIEW: Each party hereto declares and represents that in entering into this Agreement it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each party further declares and represents that this Agreement is being made without reliance upon any statement or representation not Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices Page 10 of 14 contained herein of any other party, or any representative, agent or attorney of any other party. 13. INTEGRATION AND MODIFICATION: This Agreement contains the entire Agreement between the parties and supersedes all prior negotiations, discussion, obligations and rights of the parties in respect of each other regarding the subject matter of this Agreement. There is no other written or oral understanding between the parties. No modifications, amendment or alteration of this Agreement shall be valid unless it is in writing and signed by the parties hereto. 14. TERMINATION: In addition to any other rights and remedies allowed by law, either party may terminate this Agreement at the end of a service year with or without cause by giving at least six (6) months written notice prior to the start of the next year of service to the other parties of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials, in possession of City that are the property of District, at the option of District, shall be, delivered by City to the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, California 92101). Termination of this Agreement by Executive Director (President/CEO) as provided in this paragraph shall release District from any further fee hereunder by City other than the fees earned for services which were performed prior to termination but not yet paid. Said fee shall be calculated and based on the schedule as provided in this Agreement. 15. DISPUTE RESOLUTION: If a dispute arises out of or relates to this Agreement, or the alleged breach thereof, and is not settled by direct negotiation or such other procedures as may be agreed, and if such dispute is not otherwise time barred, the parties agree to first try in good faith to settle the dispute amicably by Agreement No.: 89-2012 Party to Agreement City of National City Requesting department: Executive offices Page 11 of 14 mediation administered at San Diego, California, by the American Arbitration Association, or by such other provider as the parties may mutually select, prior to initiating any litigation or arbitration. Notice of any such dispute must be filed in writing with the other party within a reasonable time after the dispute has arisen. Any resultant Agreements shall be documented and may be used as the basis for an amendment or directive as appropriate. If mediation is unsuccessful in settling all disputes that are not otherwise time barred, and if both parties agree, any still unresolved disputes may be resolved by arbitration administered at San Diego, California, by the American Arbitration Association, or by such other provider as the parties may mutually select, provided, however, that the Arbitration Award shall be non -binding and advisory only. Any resultant Agreements shall be documented and may be used as the basis for an amendment or directive as appropriate. On demand of the arbitrator or any party to this Agreement, all parties bound by this arbitration provision agree to join in and become parties to the arbitration proceeding. 16. PAYMENT BY DISTRICT: Payment by the District pursuant to this Agreement does not represent that the District has made a detailed examination, audit, or arithmetic verification of the documentation submitted for payment by the City, made an exhaustive inspection to check the quality or quantity of the services performed by the City, made an examination to ascertain how or for what purpose the City has used money previously paid on account by the District, or constitute a waiver of claims against the City by the District. 17. CAPTIONS: The captions by which the paragraphs of this Agreement are identified are for convenience only and shall have no effect upon its interpretation. 18. SIGNATURE: It is an express condition of this Agreement that said Agreement shall not be complete nor effective until signed by the Executive Director Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department Executive Offices Page 12 of 14 (President/CEO) or Authorized Designee on behalf of the District and by the City Mayor or Authorized Designee of the City. A. City shall submit all correspondence regarding this Agreement to the following District representative: Executive Vice President, Administration Executive Offices San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 B, District shall submit all correspondence regarding this Agreement to the following City representative: Leslie Deese, City Manager City of National City 1243 National City Blvd. National City, CA 91950 Tel. (619) 336-4240 cmocnationalcityca.gov ***END OF PAGE*** Agreement Na.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices Page 13 of 14 C. Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated representative. SAN DIEGO UNIFIED PORT DISTRICT CITY OF NATIONAL CITY Wayne Darbeau President/CEO Ron Morison Mayor PORT ATTORNEY Attest: City Clerk Approved as to Form: City Attorney Agreement No.: 89-2012 Party to Agreement: City of National City Requesting Department: Executive Offices Page 14 of 14 Police Services ATTACHMENT A STATEMENT OF SERVICES CITY OF NATIONAL CITY Annual Cost for Services Based on Actual 2012 Police Department Costs (FY 2012) 15,519,764 Number of Patrol Officers (FTE) 33 Annual Cost per Officer 500,599 Number of Officers Required Cost of Police Services Fire and Medical Services 1.18 FY 2013 $590,707.00 $496,888.00 TOTAL POLICE, FIRE AND EMERGENCY MEDICAL SERVICES $1,087,595.00 Agreement No.; 89-2012; Attachment A Party to Agreement: City of National City Requesting Department: Executive Offices Page 1 of 4 CITY OF NATIONAL CITY Actual Total Police Department Costs - FY 2011-12 100-0000 Part time Salaries 69,967.36 101-0000 Full time Salaries 7,940,759.34 102-0000 Overtime 646,865.40 105-0000 Longevity 13,793.23 107-0000 Educational Incentive Pay 102,745.31 110-0000 Allowances & Stipends 89,463.72 120-0000 Differential Pay 215,522.71 140-0000 Workers'Compensation 779,915.17 150-0000 Health Insurance 912,835.85 151-0000 LTD Insurance 22,761.04 160-0000 Retirement Plan 3,162,480.04 161-0000 Medicare 131,805.64 199-0000 Personnel Compensation 224,157.29 205-0000 Medical Services 41,213.60 217-0000 Investigative Services 6,796.68 222-0000 Memberships & Subscriptions 6,241.33 226-0000 Training, Travel & Subsistence 40,024.96 230-0000 Printing & Binding 8,178.30 250-0000 Postage 584.15 259-0000 K-9 Care and Supplies 14,897.29 261-0000 Emergency Animal Treatment 322,737.24 269-0000 Facility Lease 487,450.00 287-0000 R & M - Communications Equipt. 21,414.18 299-0000 Contract Services 123,987.79 304-0000 Books 1,397.53 305-0000 Medical Supplies 411.89 309-0000 Photographic Supplies 104.49 316-0000 Ammunition 48,873.09 318-0000 Wearing Apparel 6,385.98 318-0002 Wearing Apparel 15,940.59 319-0000 Uniform Accessories 3,244.69 353-0000 Patrol/Crime Lab/Prop. Supplies 28,377.29 Minor Equipment - Less Than 355-0000 $5,000.00 6,767.41 399-0000 Materials & Supplies 31,352.81 511-0000 Automotive Equipment 43,028.76 515-0000 Communications Equipment 3,565.80 755-0000 Info Systems Maint Charge 943,716.00 16,519,763.95 Agreement No.: 89-2012; Attachment A Party to Agreement_ City of National City Requesting Department: Executive Offices Page 2 of 4 Number of Beat Officers Required To Staff Service Demand For Tidelands Non -Tax Paying Areas Description Reference Amount FY 2011-12 calls for service (CFS) Call for Services 351 Record FY 2011-12 proactive patrol (PP) 1.5 hours/patrol X 3 patrol/day 1.5 x 3 x 365 days 1,643 Total beat officer hours, PP+CFS 1,994 Available beat officer hours per year per officer 1,686 Number of Officers required (FTE) (1994 / 1686) 1.18 for PP + CFS Agreement No.; 89-2012; Attachment A Party to Agreement: City of National City Requesting Department Executive Offices Page 3 of 4 CITY OF NATIONAL CITY BEAT OFFICER AVAILABLE FIELD TIME PER YEAR Description Reference Amount Number of workweeks per year 52 Number of workdays per workweek 4 Gross workdays per year 52 x 4 208 Leave days per year: Vacation (20) Sick Leave (9.5) Available field days per year (208 - 29.5) 198.3 Number of field hours per day: Work hours per day Rest period Briefing Net field hours per day (10 -1.5) 10 (1) (0.5) 8.5 Net Available field hours per year (198.3 x 8.5) 1685.55 Agreement No.: 89-2012; Attachment A Party to Agreement: City of National City Requesting Department Executive Offices Page 4 of 4 t 4 •cti!' CA. 1 V "i , ,�: fvrt — • ;a 79 EXHIBIT B CERTIFICATE OF INSURANCE San Diego Unified Port District By signing this form, the authorized agent or broker certifies the following: (1) The Policy or Policies described below have been issued by the noted Insurer(s) [Insurance Cornpany(ies)] to the Insured and is (are) in force at this time. (2) As required in the Insured's Agreement(s) with the District, the policies include, or have been endorsed to include, the coverages or conditions of coverage noted on page 2 of this certificate. (3) Signed copies of all endorsements issued to effect require coverages or conditions of coverage are attached to this certificate. Return this form to: San Diego Unified Port District cio Ebix BPO P.O. Box 12010-03 Hemet, CA 92546 — OR- E -mail: sdupd@prod.certificatesnow.com catesnow.com —OR- Fax: 1-866-866-6616 Name and Address of Insured (Contractor or Vendor) SDUPD Agreement This certificate applies to connection with all Agreements Number all operations of named Insureds property In between the District and Insured. CO LTR TYPE OF INSURANCE POLICY NO. DATES LIMITS Commercial General Liability Commencement Date: Expiration Date: Each Occurrence: $ . ❑ Occurrence Form _ i Claims -made Form Retro Date General Aggregate: $ Liquor Liability Deductible/SIR: $ Commercial Automobile Liability ❑ All Autos ❑ Owned Autos U Non -Owned & Hired Autos Commencement Date: Expiration Date: Each Occurrence: $ Workers Compensation — Statutory Employer's Liability Commencement Date: Expiration Date: E.L. Each Accident $ El. Disease Each Employee $ E.L.. Disease Policy Limit $ Professional Liability ❑ Claims Made Retro-Active Date - Commencement Date: Expiration Date: Each Claim $ Excess/Umbrella Liability Commencement Date: Expiration Date' Each Occurrence: $ General Aggregate:$ CO LTR COMPANIES AFFORDING COVERAGE BEST'S RATING A B C D A. M. Best Financial Ratings of Insurance Companies Affording Coverage Must be A- VII or Better unless Approved in Writing by the District. Name and Address of Authorized Agent(s) or Broker(s) E-Mail Address: Phone: Fax Number Signature of Authorized Agent(s) or Brokers) Date: Agreement No. 89-2012; Exhibit B Party to Agreement: City of National City Requesting Department: Executive Offices Page 1 of 2 SAN DIEGO UNIFIED PORT DISTRICT REQUIRED INSURANCE ENDORSEMENT ENDORSEMENT NO. EFFECTIVE DATE POLICY NO. NAMED INSURED: GENERAL DESCRIPTION OF AGREEMENTS) AND/OR ACTIVITY(IES): All written Agreements, contracts and leases with the San Diego Unified Port District and/or any and all activities or work performed on district premises Ail written Agreements, contracts, and leases with the San Diego Unified Port District and/or any and all activities or work performed on District owned premises. Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1, The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to those operations, uses, occupations, acts, and activities described generally above, including activities of the named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named insured. 2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self -insured retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by insurance for the named insured. 3. This endorsement shall include a waiver of transfer of rights of recovery against the San Diego Unified Port District ("Waiver of Subrogation"). 4. The policy(ies) listed on this endorsement will apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 5. As respects the policy(ies) fisted on this endorsement, with the exception of cancellation due to nonpayment of premium, thirty (30) days written notice by certified mail, return receipt requested, will be given to the San Diego Unified Port District prior to the effective date of cancellation. In the event of cancellation due to nonpayment of premium, ten (10) days written notice shall be given. Except as stated above, and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, Agreements or exclusions of the policy(ies) to which this endorsement applies. (NAME OF INSURANCE COMPANY) (SIGNATURE OF INSURANCE COMPANY AUTHORIZED REPRESENTATIVE) MAIL THIS ENDORSEMENT AND NOTICES OF CANCELLATION TO: San Diego Unified Port District cto Ebix BPO P.D. Box 12010-03 Hemet, CA 92546 San Diego, CA 92168-1639 — OR — Email to: sdupd©prod.certificatesnow.corn —OR— Fax: 1-866-866-6516 Agreement No. 89-2012, Exhibit B Party to Agreement: City of National City Requesting Department: Executive Offices Page 2 of 2