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HomeMy WebLinkAbout2006 CON San Diego Port District - Free ConcertSan Diego Unified Port District Documet& AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for SUMMER MUSICAL CONCERT AT PEPPER PARK Filed 50310 12 21) Office of the District Clerk The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT (District), a public corporation and the CITY OF NATIONAL CITY (Service Provider) a municipal corporation. Both parties agree to the following: 1. SCOPE OF SERVICES: Service Provider shall furnish all technical and professional labor, and materials to satisfactorily comply with Attachment A, Scope of Services as requested by District. Scope of Services is determined by District from services proposed in the Service Provider's 2006-2007 Financial Assistance Application, Exhibit B. Service Provider shall keep the Executive Director of the District or his designated representative informed of the progress of said services at all times. 2. TERM OF AGREEMENT: This Agreement shall commence on July 1, 2006 and shall terminate on June 30, 2007, subject to earlier termination as provided below. 3. COMPENSATION: For performance of services rendered pursuant to this Agreement and as further described in Attachment B, Compensation and Invoicing; District shall compensate Service Provider based on the following, subject to the limitation of the maximum expenditure provided herein: 3.1 Maximum Expenditure. The maximum expenditure under this Agreement shall not exceed Twenty Thousand dollars ($20,000.00) and District Services not to exceed Three Thousand, Six Hundred dollars ($3,600.00) Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 1 of 15 for a total Agreement amount not to exceed Twenty Three Thousand, Six Hundred dollars ($23,600.00). Said expenditure shall include without limitation all sums, charges, reimbursements, costs and expenses provided for herein. Service Provider shall not be required to perform further services after compensation has been expended. In the event that the Service Provider anticipates the need for services in excess of the maximum Agreement amount, the District shall be notified in writing immediately. District must approve an amendment to this Agreement before additional fees and costs are incurred. In order to provide adequate notice and time for amendment of this Agreement, Service Provider shall advise the District in writing when time and expenses incurred reach $20,000.00 or $3,600.00 for District Services. 3.2 Payment Procedure. For work performed on an hourly basis, Service Provider agrees to assign the person with the lowest hourly rate who is fully competent to provide the services required. If Service Provider finds it necessary to have work, which would usually be performed by personnel with a lower rate, performed by personnel paid at the higher hourly rate, Service Provider shall nevertheless, bill at the lower rate. 3.3 Progress Documentation. Service Provider shall provide District progress reports in a format and on a schedule as District directs. Progress reports shall include a description of work completed, cumulative dollar costs incurred, anticipated work for the next reporting period, percentage of work complete, and the expected completion date for remaining work. The report shall identify problem areas and important issues that may affect project cost and/or schedule. The report shall present actual percent completion versus planned percent completion. 4. RECORDS: In accordance with generally accepted accounting principles, Service Provider shall maintain full and complete records of the cost of services Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 2 of 15 performed under this Agreement. Such records shall be open to inspection of District at all reasonable times in the City of San Diego and such records shall be kept for at least three (3) years after the termination of this Agreement. Such records shall be maintained by Service Provider for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation or claims arising from this Agreement have been resolved, whichever is later. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in progress and to audit financial records, whether or not final, which Service Provider or anyone else associated with the work has prepared or which relate to the work which Service Provider is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District. Service Provider shall provide District at Service Provider's expense a copy of all such records within five (5) working days of a written request by District. District's right shall also include inspection at reasonable times of the Service Provider's office or facilities, which are engaged in the performance of services pursuant to this Agreement. Service Provider shall, at no cost to District furnish reasonable facilities and assistance for such review and audit. Service Provider's failure to provide the records within the time requested shall preclude Service Provider from receiving any compensation due under this Agreement until such documents are provided. 5. SERVICE PROVIDER'S SUB -CONTRACTORS: It may be necessary for Service Provider to sub -contract for the performance of certain technical services or other services for Service Provider to perform and complete the required services; provided, however, all Service Provider's sub -contractors shall be subject to prior written approval by District. The Service Provider shall remain responsible to District for any and all services and obligations required under this Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Page 3 of 15 Requesting Department: Communications & Community Services Agreement, whether performed by Service Provider or Service Provider's sub- contractors. Service Provider shall compensate each Service Provider's sub- contractors in the time periods required by law. Any Service Provider's sub- contractors employed by Service Provider shall be independent Service Providers and not agents of District. Service Provider shall insure that Service Provider's sub -contractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. Service Provider shall also include a clause in its Agreements with Service Provider's sub -contractors which reserves the right, during the performance of this Agreement and for a period of three (3) years following termination of this Agreement, for a District representative to audit any cost, compensation or settlement resulting from any items set forth in this Agreement. This clause shall also require Service Provider's sub -contractors to retain all necessary records for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation or claims arising from this Agreement have been resolved, whichever is later. 6. COMPLIANCE: In performance of this Agreement, Service Provider and Service Provider's sub -contractors 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. Service Provider shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code, as applicable. Service Provider shall comply with all federal and state laws and District statues, ordinances and regulations applicable to the performance of the services under this Agreement as now exist or may be added or amended. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 4 of 15 7. INDEPENDENT ANALYSIS: Service Provider shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Service Provider shall possess no authority with respect to any District decision beyond rendition of such information, advice, or recommendations. 8. ASSIGNMENT: This is a personal services Agreement between the parties and Service Provider shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or obligations under this Agreement without the express written consent of Executive Director (President/CEO) of District in each instance. 9. INDEMNIFICATION: 9.1 Indemnification for Non -Professional Services: To the fullest extent provided by law with respect to all liability except liability for Professional Services, covered under Section 9.2, the Service Provider agrees to defend, indemnify, protect and hold harmless District, its agents, officers and employees, from and against any claim, demand, action, proceeding, suit or liability for damages, costs (including reasonable attorneys' fees) or expenses for damages to property or the Toss of use thereof or injuries or death to any person (including Service Provider's employees), caused by, arising out of or related to the performance of, Service Provider as provided in the Scope of Services, or failure to act by Service Provider, its officers, agents, and employees. The Service Provider's duty to defend, indemnify, protect, and hold harmless shall not include any claims or liabilities arising from the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees. The Service Provider further agrees that the indemnification, including the duty to defend District, requires the Service Provider to pay reasonable Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 5 of 15 attorneys' fees and costs District incurs that are associated with enforcing the indemnification provision, and defending any claims, demands, or liabilities arising from the services of the Service Provider performed pursuant to this Agreement. District may, at its own election, conduct its defense, or participate in the defense of any claim demand related in any way to the Agreement. If District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any claim, demand or liability related to Service Provider's Scope of Services, the Service Provider agrees to pay the reasonable value of attorneys' fees and all of District's costs associated with its defense. 9.2 Indemnification for Professional Services: To the fullest extent provided by law, the Service Provider agrees to defend, indemnify, protect and hold harmless District, its agents, officers and employees from and against any and all claims, demands, liability for any damages, costs (including reasonable attorneys' fees and costs), or expenses, arising from the actions or omissions of the Service Provider as provided in the Scope of Services. The Service Provider's duty to defend, indemnify, protect, and hold harmless shall not include any claims or liabilities arising from the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees. The Service Provider further agrees that the indemnification, including the duty to defend District, requires the Service Provider to pay reasonable attorneys' fees and costs District incurs that are associated with enforcing the indemnification provision, and defending any claims, demands, or liabilities arising from the services of the Service Provider performed pursuant to this Agreement. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 6 of 15 District may, at its own election, conduct its defense, or participate in the defense of any claim or demand related in any way to the Agreement. If District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any claim, demand or liability related to the Scope of Services, the Service Provider agrees to pay the reasonable value of attorneys' fees and all of District's costs associated with its defense. 10. INSURANCE REQUIREMENTS: Service Provider and each Sub Contractor Provider shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: 10.1 Commercial General Liability: (including, without limitation, Contractual Liability, Personal and 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 two million dollars ($2,000,000)) per occurrence for bodily injury, personal injury and property damage. 1. The deductible or self -insured retention on this Commercial General Liability policy shall not exceed $5,000 unless District has approved of a higher deductible or self -insured retention in writing 2. The Commercial General Liability policy shall be endorsed to include the District; its agents, officers, and employees as additional insured in the form as required by the District, an exemplar endorsement attached. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 7 of 15 3. The coverage provided to the District, as an additional insured, shall be primary. 10.2 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 two million dollars ($2,000,000) per accident for bodily injury and property damage. 10.3 Worker's Compensation: Worker's Compensation in statutory required limits and Employer's Liability in an amount of not less than one million dollars ($1,000,000) per accident for bodily injury or disease. This policy shall be endorsed to include a waiver of subrogation endorsement. 10.4 Service Provider shall furnish District with certificates of insurance coverage for all the policies described above upon execution of this Agreement and upon renewal of any of these policies. A Certificate of Insurance in the 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 certificates shall indicate that the insurer must notify District in writing at least 30 days in advance of any change in, or cancellation of, coverage. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 8 of 15 10.5 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 Service Provider or Service Provider's sub -contractors or any tier of Service Provider's sub -contractors. District shall reserve the right to obtain complete copies of any of the insurance policies required herein. Service Provider may satisfy the requirements of the Section 10 by maintaining its lawful self - insured status during the term of this Agreement. 11. ACCURACY OF SERVICES: Service Provider shall be responsible for the technical accuracy of its services and documents resulting therefrom and District shall not be responsible for discovering deficiencies therein. Service Provider shall correct such deficiencies without additional compensation. Furthermore, Service Provider expressly agrees to reimburse District for any costs incurred as a result of such deficiencies. Service Provider shall make decisions and carry out its responsibilities hereunder in a timely manner and shall bear all costs incident thereto so as not to delay the District, the project, or any other person related to the project, including the Service Provider or its agents, employees, or subcontractors. 12. INDEPENDENT CONTRACTOR: Service Provider and any agent or employee of Service Provider shall act in an independent capacity and not as officers or employees of District. The District assumes no liability for the Service Provider's actions and performance, nor assumes responsibility for taxes, bonds, payments or other commitments, implied or explicit by or for the Service Provider. Service Provider shall not have authority to act as an agent on behalf of the District unless specifically authorized to do so in writing. Service Provider 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. Service Provider disclaims the right to any fee or benefits except as expressly provided for in this Agreement. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 9 of 15 13. 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. 14. 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 contained herein of any other party, or any representative, agent or attorney of any other party. 15. 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. 16. OWNERSHIP OF RECORDS: Any and all materials and documents, including without limitation drawings, specifications, computations, designs, plans, investigations and reports, prepared by Service Provider pursuant to this Agreement, shall be the property of District from the moment of their preparation Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 10 of 15 and the Service Provider shall deliver such materials and documents to District at the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, California 92101) whenever requested to do so by District. However, Service Provider shall have the right to make duplicate copies of such materials and documents for its own file, or other purposes as may be expressly authorized in writing by District. Said materials and documents prepared or acquired by Service Provider pursuant to this Agreement (including any duplicate copies kept by the Service Provider) shall not be shown to any other public or private person or entity, except as authorized by District. Service Provider shall not disclose to any other public or private person or entity any information regarding the activities of District, except as expressly authorized in writing by District. 17. TERMINATION: In addition to any other rights and remedies allowed by law, the Executive Director (President/CEO) of District may terminate this Agreement at any time with or without cause by giving thirty (30) days written notice to Service Provider of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall at the option of District be delivered by Service Provider 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 or claim hereunder by Service Provider other than the fee 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. 18. 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 mediation administered at San Diego, California, by the American Arbitration Association, or by such other provider as the parties may mutually select, prior to Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 11 of 15 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, sub -contractor and all parties bound by this arbitration provision agree to join in and become parties to the arbitration proceeding. The foregoing mediation and arbitration procedures notwithstanding, all claim filing requirements of the Agreement documents, the California Government Code, and otherwise, shall remain in full force and effect regardless of whether or not such dispute avoidance and resolution procedures have been implemented, and the time periods within which claims are to be filed or presented to the District Clerk as required by said Agreement, Government Code, and otherwise, shall not be waived, extended or tolled thereby. If a claim is not timely filed or presented, such claim shall be time barred and the above dispute avoidance and resolution procedures, whether or not implemented or then pending, shall likewise be time barred as to such claims. 19. 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 Service Provider, made an exhaustive inspection to check the quality or quantity of the Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 12 of 15 services performed by the Service Provider, made an examination to ascertain how or for what purpose the Service Provider has used money previously paid on account by the District, or constitute a waiver of claims against the Service Provider by the District. The District may in its sole discretion withhold payments or seek reimbursement from the Service Provider for expenses, miscellaneous charges, or other liabilities or increased costs incurred or anticipated by the District which are the fault of or as result of work performed or negligent conduct by or on behalf of the Service Provider. Upon five (5) day written notice to the Service Provider, the District shall have the right to estimate the amount of expenses, miscellaneous charges, or other liabilities or increased costs and to cause the Service Provider to pay the same; and the amount due the Service Provider under this Agreement or the whole or so much of the money due or to become due to the Service Provider under this Agreement as may be considered reasonably necessary by the District shall be retained by the District until such expenses, miscellaneous charges, or other liabilities or increased costs shall have been corrected or otherwise disposed of by the Service Provider at no expense to the District. If such expenses, miscellaneous charges, or other liabilities or increased costs are not corrected or otherwise disposed of at no expense to the District prior to completion date of the Agreement, the District is authorized to pay for such expenses, miscellaneous charges, or other liabilities or increased costs from the amounts retained as outlined above or to seek reimbursement of same from the Service Provider. It is the express intent of the parties to this Agreement to protect the District from loss because of conduct by or on behalf of the Service Provider. 20. CAPTIONS: The captions by which the paragraphs of this Agreement are identified are for convenience only and shall have no effect upon its interpretation. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 13 of 15 21. EXECUTIVE DIRECTOR'S SIGNATURE: It is an express condition of this Agreement that said Agreement shall not be complete nor effective until signed by either the Executive Director (President/CEO) or Authorized Designee on behalf of the District and by Authorized Representative of the Service Provider. 21.1 Submit all correspondence, including invoices, regarding this Agreement, including Insurance Certificates and Endorsements to: Irene McCormack, Director Communications & Community Services San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel: 619-686-6462 Fax: 619-686-6373 Email: imccormack@portofsandiego.org 21.2 The Service Provider's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Leslie A. Deese, Community Services Director City of National City 140 East 12th Street, Suite A National City, CA 91950 Tel: 619-336-4242 Fax: 619-336-4292 Email: Ideese@ci.national-city.ca.us Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 14 of 15 21.3 Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative. SAN DIEGO UNIFIED PORT DISTRICT CITY OF NATIONAL CITY Irene McCormack Director, Communications & Community Services Mayor PORT ATTORNEY DEPUTY :.:4 7-.771 APPROVED AS TO FORM ..- George H. Eiser, III City Attorney Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 15 of 15 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District Service Provider - through its program or event — will promote District and/or commerce, navigation, recreation, fisheries and tenant businesses on the District tidelands. This will be accomplished in the following manner: o Conduct the City of National City Musical Concert at Pepper Park in National City on September 9, 2006 o Invite Port Commissioner representing National City to speak at event o Recognize District as a sponsor of the Musical Concert at Pepper Park through: • Verbal mention as part of periodic announcements thanking sponsors during the event • Display of District logo or mention of District on all promotional materials including banners, flyers, posters, news releases and website advertising for this event Agreement No.: 0607-16— Attachment A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 1 of 1 ATTACHMENT B COMPENSATION & INVOICING San Diego Unified Port District I. COMPENSATION: For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder. A. Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted each month for services performed during the preceding month. Each invoice shall include: Date work performed; Description of the work performed; Hours worked by personnel classification; Rate per personnel classification; Total personnel cost by classification; Other Direct Costs. II. INVOICING: A. Payment Documentation. As a prerequisite to payment for services, Service Provider shall invoice District for services performed and for reimbursable expenses authorized by this Agreement, accompanied by such records and receipts as required. Service Provider shall include the following information on each invoice submitted for payment by District, in addition to the information required in Section I, above: 1) Agreement No. 0607-16 2) The following certification phrase, with printed name, title and signature of Service Provider's project manager or designated representative: "I certify under penalty of perjury that the above statement is just and correct according to the terms of Document No. 50310, and that payment has not been received." 3) Dates of service provided 4) Date of invoice 5) A unique invoice number Agreement No.: 0607-16 — Attachment B Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 1 of 2 District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. B. Invoices shall be mailed to the attention of: Irene McCormack, Communications & Community Services, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112-0488. C. Should District contest any portion of an invoice, that portion shall be held for resolution, but the uncontested balance shall be processed for payment. District may, at any time, conduct an audit of any and all records kept by Service Provider for the Services. Any overpayment discovered in such an audit may be charged against the Service Provider's future invoices and any retention funds. D. Service Provider shall submit all invoices within thirty (30) days of completion of work represented by the request and within sixty (60) days of incurring costs to be reimbursed under the Agreement. Payment will be made to Service Provider within thirty (30) days after receipt by District of a proper invoice. E. Service Provider shall indicate on last invoice submitted for payment: FINAL INVOICE. Agreement No.: 0607-16 — Attachment B Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 2 of 2 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District ONLY THIS CERTIFICATE OF INSURANCE WILL BE ACCEPTED 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 Company(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 Attn: Linda Wikstrom, Audit, Risk Management & Safety P. O. Box 120488, San Diego, CA 92112-0488 FAX: 866-875-1993 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 ❑ Occurrence Form ❑ Claims -made Form Retro Date Commencement Date: Expiration Date: Each Occurrence: $ General Aggregate: $ Li Liquor Liability Deductible/SIR: $ Commercial Automobile Liability ❑ All Autos ❑ Owned Autos 0 Non -Owned & Hired Autos Commencement Date: Expiration Date: Each Occurrence: $ Workers Compensation —Statutory Employer's Liability Commencement Date: Expiration Date: E.L. Each Accident $ E.L. Disease Each Employee $ E.L. Disease Policy Limit $ Professional Liability 0 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 Broker(s) Date: Agreement No.: 0607-16 — Exhibit A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services 1 of 2 SAN DIEGO UNIFIED PORT DISTRICT REQUIRED INSURANCE ENDORSEMENT ENDORSEMENT NO. EFFECTIVE DATE POLICY NO. NAMED INSURED: GENERAL DESCRIPTION OF AGREEMENT(S) 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 All 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. 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. 4. As respects the policy(ies) listed 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, change in coverage, reduction of limits or non -renewal. 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, LIMIT REDUCTIONS, AND CHANGES IN COVERAGE TO: San Diego Unified Port District Audit, Risk Management & Safety P.O. Box 120488 San Dieao. CA 92112-0488 Agreement No.: 0607-16 — Exhibit A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services 2 of 2 EXHIBIT B Port of San Diego Financial Assistance Program 2006-2007 Application Agreement No.: 0607-16 — Exhibit B Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services 1 of 1 Unified Port of San Diego Port of San Diego Financial Assistance Program 2006-2007 Application Unified Port of San Diego Directions: Please complete and submit 3 copies of this application, along with all required attachments, to the Port of San Diego by Monday, January 9, 2006. The following is a checklist of attachments. A 4 has been placed next to those attachments required of all applicants. Please 4 and include any additional attachments that are applicable. For an electronic copy of this application, please e-mail etrapala@portofsandiego.org. Checklist of Attachments to Financial Assistance Program Application rq Equal Opportunity Statement (form provided) Evidence of non-profit status 4 Detailed financial statement for FY2006-2007 Letter(s) of endorsement from city, non -government civic/service organization(s) -4 Scope of Work (sample provided) Park permit application Detailed financial statement for FY2005-2006 Applicant Information Organization City of National City Please provide both your contact person for issues specific to your event or program and the contact person for all administrative and financial issues for your organization. They can -be the same individual. Event/Program Contact Person Leslie A. Deese, Community Services Director Address 140 East 12th Street, Suite A National City, CA 91950 Phone (619) 336-4242 CeII (619) 322-4261 Fax (619) 336 4292 Email Ideese@ci.national- citv.ca.us Administrative/Financial Contact Person Irma Acedo, Recreation Superintendent Phone (619) 336-4290 Cell Fax (619) 336-4292 Email iacedo@ci.national- city.ca.us i Financial Assistance 06-07 DOCS # 157358 Event / Program Information Name Musical Concert at Pepper Park Date(s) TBD — Performance date would depend on headliner band's schedule. We estimate a concert date in late August or early September, 2006. Location(s) Pepper Park, National City, California Event / Program Information (continued) Purpose Describe the desired outcomes of the event or program for your organization, your target audience and the region. To provide a first-rate, free musical concert in Pepper Park in cooperation with the Port of San Diego and other local businesses to help underwrite the associated costs. Our goal would be to contract with a major headliner band to provide the entertainment. To showcase National City and its waterfront, we would target not only National City and South Bay communities but would publicize the event county -wide to promote and attract more people to visit our City and Port Tidelands. In our effort for continuous improvement, for this year's event we would seek additional co-sponsors to provide pre -show entertainment, a major headliner band, free food and refreshments and increased media and promotional opportunities. In addition, we would like to partner with the National City Chamber of Commerce to host a "Taste of National City" before the event, thereby attracting even more attendees. 2 Financial Assistance 06-07 DOCS # 157358 Relevance to BPC Policy 025 Event / Program Information (continued) Describe how the event or program meets the provisions of BPC Policy 025 (copy attached), Sections 2(c) and 3(b), which specify the types of activities that are eligible for consideration under the Financial Assistance Program. In conjunction with the Port of San Diego, National City would co-sponsor a free concert at Pepper Park that would contribute to a balance of commercial, recreational, and promotional programs. The requested funds, along with City funds, would be used to provide a first-rate concert for area and County residents at a Port facility that would showcase Pepper Park and our future Pier 32 Marina and Aquatic Center. In adherence with BPC Policy 025, National City's proposed event would seek additional event co-sponsors to provide assistance with performance expenses, shuttle bus services, an enhanced VIP seating area, pre -event entertainment, free food and refreshments, media exposure, publicity, and promotional prizes throughout the event. 3 Financial Assistance 06-07 DOCS # 157358 Event/Program History Provide a brief history of your event or program that includes the number of years it has existed and how it has evolved throughout that time. Your description should include but not be limited to how it has been advertised and promoted to your community and the region (if applicable) in thepast, and how its objectives, scope and size have changed — if applicable — throughout its existence. Attach additional sheets if necessary. To the best of my knowledge, the Pepper Park Concert Program began in 1994, with the inception of the Port's funding program. In the late 1990's, the City contracted with the San Diego Symphony and later the San Diego Chamber Orchestra to provide the musical entertainment. More recently, the "National City Community Concert Band" had been the headline performer. The concert theme changed each year, and featured music from the Big Band era, Broadway shows, Major Motion Pictures, Latin jazz, etc. Courtesy shuttles and a small VIP seating area were provided at previous concerts as well as media notifications, community flyers, banners, and electronic messaging. National City's 2006 Pizzazz & Latin Jazz Concert was enhanced considerably over previous years. To further our commitment to provide our residents with the best entertainment, the concert opened with music from our City's "Community Concert Band" followed by the beautiful Latin jazz sounds of "Acoustic Journey", "Obsession Latina", one of San Diego's hottest Latin jazz ensembles, and "Novamenco', rated as one of the world's best new flamenco bands. Pepsi Cola set up a booth and gave away free sodas to all concert attendees. The dance floor was a big hit with those who danced to the smooth sounds. And, most importantly, a more aggressive media campaign was instituted. A V.I.P. Seating area was created as a way to entice local radio stations to market the event by giving away tickets to on -air listeners. The V.I.P. area included a gourmet promotional picnic basket, unlimited access to a lemonade bar, a large dance floor, and preferred concert seating. A Musicians Hospitality Tent was set up for the performers to eat and relax in before their performance. The cost of the food was paid for by the City. The local radio stations that committed to our event include: Smooth Jazz 98.1 FM — The station gave away ten tickets on their Lights Out radio show and four tickets on its Sunday night Lights Out @ Humphrey's with Mike V. In addition, the City received a thirty-second spot promoting both the concert and the courtesy shuttle provided by National City Transit. On the day of the event, the Station's presence was displayed by 6'x3' plastic banners. 4 Financial Assistance 06-07 DOCS # 157358 Event/Program History (continued) Radio Latina 104.5 FM - The Station gave away ten tickets on their Noches Romanticas show and four tickets on their Sunday evening 60' & 70's Radio Show. On the day of the event, the Station was present with a booth in the Park and several station -sponsored gift basket giveaways. The booth was co- sponsored by Pepsi Cola who gave away free sodas to all concert goers. On the day of the event, Radio Latina also provided live promotions (Control Remoto) from the 24th Street Trolley Station that encouraged their listeners to arrive to the concert by trolley and to ride the courtesy shuttle. Radio Latina also ran a 45-second spot promotion which aired fifteen times the week before the concert. KYXY 96.5 FM — The Station gave away ten tickets on its Love Songs Show and four tickets online, through the KYXY Points Program. The concert was also placed on their community events calendar. Media and Advertising The City advertised the concert by encouraging local media providers to promote the event by public service announcements and featured articles. Beginning two weeks prior to the event, advertisements were published in the following print publications: Southern California Senior Life, The Star News, The Filipino Press, The San Diego Reader, Diario Latina, and The San Diego Union -Tribune (South County editions on September 1 and 8, 2005) The City's Community Services Department designed, printed and distributed event flyers at prominent locations throughout the City, including local businesses and schools and City facilities. Event postcards were mailed to all National City residents. The National City Chamber of Commerce mailed over 800 flyers with their mailers. National City Transit had flyers in all their buses and the City's Neighborhood Council Program also actively promoted the event at all its meetings. Announcements of the event were made at the various civic groups, such as the Chamber of Commerce and all service clubs. We also utilized City resources by advertising the event to all employees through the City's email system and on the City's website. The event was advertised on the electronic message signs. Both the Mile of Cars Freeway Boards and the Sweetwater High School Electronic Reader Board posted concert information. A large banner promoting the concert was hung over the heavily traveled southbound lanes of National City Boulevard near the Mile of Cars. A week prior to the event, FOX 6 News and KUSI News aired a Full -Screen Information Board on their Morning Show advertising the concert 5 Financial Assistance 06-07 ROCS # 157358 Event/Program History (continued) Informational flyers were left in three of Downtown's best jazz venues: Dizzy's, the Onyx Room, and Bassam's Case. San Diego State University's Music Department also received hundreds of flyers. Other Services The National City Police Department provided security, and used reserve Traffic Officers to assist in the overflow parking lot. The Police Department's Explorers also helped with security. With the Port District's assistance, we were able to secure an overflow parking lot at Pasha Automotive Services for the concert, which helped tremendously with parking, which had always been a problem in the past given the limited parking in the Park. National City Transit provided two courtesy shuttle buses to and from the concert site. Two sites in National City were selected. The first point was at the Morgan Senior Towers, and the second site was at the 24th Street Trolley Station. The shuttle service was provided throughout the duration of the concert. National City's Historic Rail Car Plaza, located on Port property, was open for viewing from 4:30-6:30 p.m. Victorian -era costumed railcar attendants and Victorian -era costumed ladies from the National City Historical Society were there for photo opportunities. Promotional CD's of the performing bands were raffled off throughout the event. 6 Financial Assistance 06-07 DOCS # 157358 Sponsor Recognition Describe how your organization will recognize its sponsors for their support — such as in news releases, flyers, promotional materials, programs and banners. As the major sponsor of the event, the Port of San Diego would receive top recognition for their support. The Port of San Diego and other co-sponsors would be included on all press releases, flyers, advertisement, and media announcements that are distributed to the public. Also, the Port logo will be displayed on all banners, flyers and posters. National City's Port Commissioner would give the welcome at the concert and the Master of Ceremonies would publicly acknowledge the Port District and other sponsors through the duration of the concert. Electronic messaging systems and websites for the City of National City, National City Chamber of Commerce, Sweetwater Union High School District, and Sweetwater High School Alumni would be used to promote the concert. Maps and written directions to Pepper Park would appear on all promotional information. 7 Financial Assistance 06-07 DOCS # 157358 Port of San Diego Financial Assistance Program 2006-2007 Application Current Year (Fiscal Year 2005-2006) Funding If your event or program was or will be conducted in the current fiscal year (July 1, 2005 — June 30, 2006), please attach a detailed financial statement for this event/program for the current fiscal year. Additionally, please list below the cash funding you have received or will receive from outside sources, including the Port. Source Amount See attached City of National City Budget $30,400 In kind services from: National City Chamber of Commerce - free advertising on three freeway electronic reader/ signs Sweetwater Union High School - free advertising on the School's electronic reader signs City of National City - free use of the City's email and website advertising City of National City - use of the City's Neighborhood Council program to distribute concert information to residents and businesses. City of National City — utilize the services of the City's Public Information Officer to promote the event through the use of media and media advisories Total $30,400 Funding Requested for Fiscal Year 2006-2007 Please attach a detailed financial statement for this event/program for fiscal year 2006-2007. Additionally, please list below the amounts of cash funding you have applied for or intend to apply for from all outside sources, including the Port, for fiscal year 2006-2007. Source Amount Port of San Diego $22,500 Additional co-sponsors to be determined $ Amount TBD Total $22,500 8 Financial Assistance 06-07 DOCS # 157358 Event/Program Beneficiaries Please list below any organizations to which you intend to donate any or all of the proceeds from this event or program Please specific the intended amount or percentage of proceerlss that each organization will receive. Beneficiary Organization Amount or Percentage of Proceeds N/A — We would not receive any proceeds from the event Amount Requested for Fiscal Year 2006-2007 Under its Financial Assistance Program, the Port provides both cash and support services to selected organizations. The value of services requested may be determined using the attached Table of Values — Port Services. Please note that the Port offers only the services listed on this table and no others. Additionally, these services are dependent upon availability of the Port's stage and staff. Cash $22,500 Services (Value) $ Total (Cash + Services) $ $30,400 See attached Scope of Services Endorsements Please attach to this application any letters of endorsement of your event of program from a Port member city administration or civic/non-government organization such as a Chamber of Commerce or service organization. Applicant Signature I certify that the information contained in the Application for Financial Assistance is true and correct to the best of my knowledge. Printed Name Leslie A. Deese Signature Date 9 Financial Assistance 06-07 DOCS # 157358 i apse or v Use this table to determine the value of Port you have questions or need assistance in cc ;t support items and services including generators, airs and canopies. Additionally, anyone using the or the stage during non-event hours. Cost 0 hour 7 flat fee 0/person 5/person 5/person Units Requested 1 1 0 0 Total Cost $1,100 $300 $750 $2,150 10 Financial Assistance 06-07 DOCS # 157358 RESOLUTION NO. 2006 — 172 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE SAN DIEGO UNIFIED PORT DISTRICT ON A REIMBURSABLE BASIS NOT TO EXCEED $20,000 FOR A FREE EXPO AND CONCERT TO BE HELD AT PEPPER PARK ON PORT PROPERTY WHEREAS, the City desires the use of Pepper Park, which is owned by the San Diego Unified Port District, for a free expo and concert to be held on September 9, 2006. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute on behalf of the City of National City an Agreement which provides for Port District reimbursement to the City up to an amount not to exceed $20,000 with the Unified Port District of San Diego for a free expo and concert to be held at Pepper Park on Port property on September 9, 2006. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 22nd day of August, 2006 ATTEST: Mi ael Della, City Ierk APPROVED AS TO FORM: 17) George H. Eiser, III City Attomey 1rY(7 Nickinzunza, M Passed and adopted by the Council of the City of National City, California, on August 22, 2006, by the following vote, to -wit: Ayes: Councilmembers: Inzunza, Morrison, Natividad , Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California 3hJ4Z City Clerk of the Cityonal City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-172 of the City of National City, California, passed and adopted by the Council of said City on August 22, 2006. City Clerk of the City of National City, California By: Deputy City of National City, California COUNCIL AGENDA STATEMENT ,MEETING DATE August 22, 2006 11 AGENDA ITEM NO. ITEM TITLE Resolution of the City Council of the City of National City Authorizing the Mayor to Execute an Agreement with the San Diego Unified Port District on a Reimbursable Basis Not to Exceed $20,000 for a Free Expo and Concert to be Held at Pepper Park on Port Property PREPARED BY DEPARTMENT Leslie Deese Community Services EXPLANATION Phone: (619) 336-4242 This item authorizes National City to enter into an Agreement with the San Diego Unified Port District for a free expo and concert at Pepper Park from 2:00 p.m. — 7:00 p.m., Saturday, September 9, 2006 on a reimbursable basis not to exceed $20,000. The Port also authorized $3,600 in Port District Services, which includes the waiver of park fees and use of the Port's portable stage This year's event takes a slightly different twist from previous years. Partnering with the Chamber of Commerce, the day includes a business expo, food vendors, children's activities, multicultural dance, and musical performances. Performers include Obsesion Latina, Ballet Folklorico Ixcuintla, Tony Salamat's Dance Group, Tango Concepts, Pasacat and Makai, San Diego's hottest old school band. Environmental Review X N/A.. Financial Statement ',, $20,000 will be funded by the Port of San Diego. National City supported activities of 1/(/ $5,000 will be funded from Non -Departmental Agency Contributions. ///"' 01-409-000-650-9 Account No. STAFF RECOMMENDATION Adopt the Resolution BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS Listed Below 1. Port District Agreement 2. Resolution 3. Event Flyers Resolution No. A-200 (9/80) RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE SAN DIEGO UNIFIED PORT DISTRICT ON A REIMBURSABLE BASIS NOT TO EXCEED $20,000 FOR A FREE EXPO AND CONCERT TO BE HELD AT PEPPER PARK ON PORT PROPERTY WHEREAS, the City desires the use of Pepper Park, which is owned by the San Diego Unified Port District, for a free expo and concert to be held on September 9, 2006. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute on behalf of the City of National City an Agreement which provides for Port District reimbursement to the City up to an amount not to exceed $20,000 with the Unified Port District of San Diego for a free expo and concert to be held at Pepper Park on Port property on September 9, 2006. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 22nd day of August, 2006. Nick Inzunza, Mayor ATTEST: Michael Della, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Or- 111"- Unified Port San Diego City of National City Leslie A. Deese, Community 140 East 12th Street, Suite A National City, CA 91950 ces Director Re: Financial Assistance Agreement for Musical Concert At Pepper Park Dear Ms. Deese, 3165 Pacific Highway, San Diego, CA 92101 P.O. Box 120488, San Diego, CA 92112-0488 619.686.6200 ' www.portofsandiego.org Enclosed are (2) originals of your 2006-2007 Financial Assistance agreement with the Port of San Diego. Please sign and return both, along with your completed Certificate of Insurance, which is included as Exhibit A. You will receive an original of the agreement after all parties have signed and the agreement has been recorded. Please feel free to call me at the number below if you have any questions about this agreement. Sincerel Jh4 Hutzelman Assistant Director, Community Services Port of San Diego phone: (619) 686-6564 fax: (619) 686-6400 email 'hutzelirtofSandiego.org San Diego Unified Port District AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for SUMMER MUSICAL CONCERT AT PEPPER PARK The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT (District), a public corporation and the CITY OF NATIONAL CITY a municipal corporation. Both parties agree to the following: 1. SCOPE OF SERVICES: Service Provider shall furnish all technical and professional labor, and materials to satisfactorily comply with Attachment A, Scope of Services as requested by District. Service Provider shall keep the Executive Director of the District or his designated representative informed of the progress of said services at all times. 2. TERM OF AGREEMENT: This Agreement shall commence on July 1, 2006 and shall terminate on June 30, 2007, subject to earlier termination as provided below. 3. COMPENSATION: For performance of services rendered pursuant to this Agreement and as further described in Attachment B, Compensation and Invoicing; District shall compensate Service Provider based on the following, subject to the limitation of the maximum expenditure provided herein: 3.1 Maximum Expenditure. The maximum expenditure under this Agreement shall not exceed Twenty Thousand dollars ($20,000.00) and District Services not to exceed Three Thousand, Six Hundred dollars ($3,600.00) for a total Agreement amount not to exceed Twenty Three Thousand, Six Hundred dollars ($23,600.00). Said expenditure shall include without Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 1 of 15 limitation all sums, charges, reimbursements, costs and expenses provided for herein. Service Provider shall not be required to perform further services after compensation has been expended. In the event that the Service Provider anticipates the need for services in excess of the maximum Agreement amount, the District shall be notified in writing immediately. District must approve an amendment to this Agreement before additional fees and costs are incurred. In order to provide adequate notice and time for amendment of this Agreement, Service Provider shall advise the District in writing when time and expenses incurred reach $20,000.00 or $3,600.00 for District Services. 3.2 Payment Procedure. For work performed on an hourly basis, Service Provider agrees to assign the person with the lowest hourly rate who is fully competent to provide the services required. If Service Provider finds it necessary to have work, which would usually be performed by personnel with a lower rate, performed by personnel paid at the higher hourly rate, Service Provider shall nevertheless, bill at the lower rate. 3.3 Progress Documentation. Service Provider shall provide District progress reports in a format and on a schedule as District directs. Progress reports shall include a description of work completed, cumulative dollar costs incurred, anticipated work for the next reporting period, percentage of work complete, and the expected completion date for remaining work. The report shall identify problem areas and important issues that may affect project cost and/or schedule. The report shall present actual percent completion versus planned percent completion. 4. RECORDS: In accordance with generally accepted accounting principles, Service Provider shall maintain full and complete records of the cost of services performed under this Agreement. Such records shall be open to inspection of Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 2 of 15 District at all reasonable times in the City of San Diego and such records shall be kept for at least three (3) years after the termination of this Agreement. Such records shall be maintained by Service Provider for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation or claims arising from this Agreement have been resolved, whichever is later. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in progress and to audit financial records, whether or not final, which Service Provider or anyone else associated with the work has prepared or which relate to the work which Service Provider is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District. Service Provider shall provide District at Service Provider's expense a copy of all such records within five (5) working days of a written request by District. District's right shall also include inspection at reasonable times of the Service Provider's office or facilities, which are engaged in the performance of services pursuant to this Agreement. Service Provider shall, at no cost to District furnish reasonable facilities and assistance for such review and audit. Service Provider's failure to provide the records within the time requested shall preclude Service Provider from receiving any compensation due under this Agreement until such documents are provided. 5. SERVICE PROVIDER'S SUB -CONTRACTORS: It may be necessary for Service Provider to sub -contract for the performance of certain technical services or other services for Service Provider to perform and complete the required services; provided, however, all Service Provider's sub -contractors shall be subject to prior written approval by District. The Service Provider shall remain responsible to District for any and all services and obligations required under this Agreement, whether performed by Service Provider or Service Provider's sub - Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department:. Communications & Community Services Page 3of15 contractors. Service Provider shall compensate each Service Provider's sub- contractors in the time periods required. by law. Any Service Provider's sub- contractors employed by Service Provider shall be independent Service Providers and not agents of District. Service Provider shall insure that Service Provider's sub -contractors satisfy all substantive requirements for the work set forth. by this Agreement, including insurance and indemnification. Service Provider shall also include a clause in its Agreements with Service Provider's sub -contractors which reserves the right, during the performance of this Agreement and for a period of three (3) years following termination of this Agreement, for a District representative to audit any cost, compensation or settlement resulting from any items set forth in this Agreement. This clause shall also require Service Provider's sub -contractors to retain all necessary records for a period of three (3) years after completion of services to be performed under this Agreement or until all disputes, appeals, litigation or claims arising from this Agreement have been resolved, whichever is later. 6. COMPLIANCE: In performance of this Agreement, Service Provider and Service Provider's sub -contractors 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. Service Provider shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code, as applicable. 7. INDEPENDENT ANALYSIS: Service Provider shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 4 of 15 of District, other than normal contract monitoring provided, however, Service Provider shall possess no authority with respect to any District decision beyond rendition of such information, advice, or recommendations. 8. ASSIGNMENT: This is a personal services Agreement between the parties and Service Provider shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or obligations under this Agreement without the express written consent of Executive Director (President/CEO) of District in each instance. 9. INDEMNIFICATION: 9.1 Indemnification for Non -Professional Services: To the fullest extent provided by law with respect to all liability except liability for Professional Services, covered under Section 9.2, the Service Provider agrees to defend, indemnify, protect and hold harmless District, its agents, officers and employees, from and against any claim, demand, action, proceeding, suit or liability for damages, costs (including reasonable attorneys' fees) or expenses for damages to property or the loss of use thereof or injuries or death to any person (including Service Provider's employees), caused by, arising out of or related to the performance of, Service Provider as provided in the Scope of Services, or failure to act by Service Provider, its officers, agents, and employees. The Service Provider's duty to defend, indemnify, protect, and hold harmless shall not include any claims or liabilities arising from the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees. The Service Provider further agrees that the indemnification, including the duty to defend District, requires the Service Provider to pay reasonable attorneys' fees and costs District incurs that are associated with enforcing the indemnification provision, and defending any claims, demands, or liabilities arising from the services of the Service Provider performed pursuant to this Agreement. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 5 of 15 District may, at its own election, conduct its defense, or participate in the defense of any claim demand related in any way to the Agreement. If District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any claim, demand or liability related to Service Provider's Scope of Services, the Service Provider agrees to pay the reasonable value of attorneys' fees and all of District's costs associated with its defense. 9.2 Indemnification for Professional Services: To the fullest extent provided by law, the Service Provider agrees to defend, indemnify, protect and hold harmless District, its agents, officers and employees from and against any and all claims, demands, liability for any damages, costs (including reasonable attorneys' fees and costs), or expenses, arising from the actions or omissions of the Service Provider as provided in the Scope of Services. The Service Provider's duty to defend, indemnify, protect, and hold harmless shall not include any claims or liabilities arising from the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees. The Service Provider further agrees that the indemnification, including the duty to defend District, requires the Service Provider to pay reasonable attorneys' fees and costs District incurs that are associated with enforcing the indemnification provision, and defending any claims, demands, or liabilities arising from the services of the Service Provider performed pursuant to this Agreement. District may, at its own election, conduct its defense, or participate in the defense of any claim or demand related in any way to the Agreement. If District chooses at its own election to conduct its own defense, participate in its own defense or obtain independent legal counsel in defense of any Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 6 of 15 claim, demand or liability related to the Scope of Services, the Service Provider agrees to pay the reasonable value of attorneys' fees and all of District's costs associated with its defense. 10. INSURANCE REQUIREMENTS: Service Provider and each Sub Contractor Provider shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: 10.1 Commercial General Liability (including, without limitation, Contractual Liability, Personal and 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 two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. A. The deductible or self -insured retention on this Commercial General Liability policy shall not exceed $5,000 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; it' s agents, officers, and employees as additional insured in the form as required by the District, an exemplar endorsement attached. C. The coverage provided to the District, as an additional insured, shall be primary. 10.2 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 Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 7 of 15 two million dollars ($2,000,000) per accident for bodily injury and property damage. 10.3 Worker's Compensation in statutory required limits and Employer's Liability in an amount of not less than one million dollars ($1,000,000) per accident for bodily injury or disease. This policy shall be endorsed to include a waiver of subrogation endorsement. Service Provider shall furnish District with certificates of insurance coverage for all the policies described above upon execution of this Agreement and upon renewal of any of these policies. A Certificate of Insurance in the 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 certificates shall indicate that the insurer must notify District in writing at least 30 days in advance of any change in, or cancellation of, coverage. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. 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 Service Provider or Service Provider's sub -contractors or any tier of Service Provider's sub -contractors. District shall reserve the right to obtain complete copies of any of the insurance policies required herein. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 8 of 15 11. ACCURACY OF SERVICES: Service Provider shall be responsible for the technical accuracy of its services and documents resulting therefrom and District shall not be responsible for discovering deficiencies therein. Service Provider shall correct such deficiencies without additional compensation. Furthermore, Service Provider expressly agrees to reimburse District for any costs incurred as a result of such deficiencies. Service Provider shall make decisions and carry out its responsibilities hereunder in a timely manner and shall bear all costs incident thereto so as not to delay the District, the project, or any other person related to the project, including the Service Provider or its agents, employees, or subcontractors. 12. INDEPENDENT CONTRACTOR: Service Provider and any agent or employee of Service Provider shall act in an independent capacity and not as officers or employees of District. The District assumes no liability for the Service Provider's actions and performance, nor assumes responsibility for taxes, bonds, payments or other commitments, implied or explicit by or for the Service Provider. Service Provider shall not have authority to act as an agent on behalf of the District unless specifically authorized to do so in writing. Service Provider 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. Service Provider disclaims the right to any fee or benefits except as expressly provided for in this Agreement. 13. 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 Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 9 of 15 and performance of this Agreement shall be governed by the laws of the State of California. 14. 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 contained herein of any other party, or any representative, agent or attorney of any other party. 15. 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. 16. OWNERSHIP OF RECORDS: Any and all materials and documents, including without limitation drawings, specifications, computations, designs, plans, investigations and reports, prepared by Service Provider pursuant to this Agreement, shall be the property of District from the moment of their preparation and the Service Provider shall deliver such materials and documents to District at the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, California 92101) whenever requested to do so by District. However, Service Provider shall have the right to make duplicate copies of such materials and documents for its own file, or other purposes as may be expressly authorized in writing by District. Said materials and documents prepared or acquired by Service Provider pursuant to this Agreement (including any duplicate copies kept by the Service Provider) shall not be shown to any other public or private person Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 10 of 15 or entity, except as authorized by District. Service Provider shall not disclose to any other public or private person or entity any information regarding the activities of District, except as expressly authorized in writing by District. 17. TERMINATION: In addition to any other rights and remedies allowed by law, the Executive Director (President/CEO) of District may terminate this Agreement at any time with or without cause by giving thirty (30) days written notice to Service Provider of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall at the option of District be delivered by Service Provider 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 or claim hereunder by Service Provider other than the fee 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. 18. 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 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 Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 11 of 15 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, sub -contractor and all parties bound by this arbitration provision agree to join in and become parties to the arbitration proceeding. The foregoing mediation and arbitration procedures notwithstanding, all claim filing requirements of the Agreement documents, the California Government Code, and otherwise, shall remain in full force and effect regardless of whether or not such dispute avoidance and resolution procedures have been implemented, and the time periods within which claims are to be filed or presented to the District Clerk as required by said Agreement, Government Code, and otherwise, shall not be waived, extended or tolled thereby. If a claim is not timely filed or presented, such claim shall be time barred and the above dispute avoidance and resolution procedures, whether or not implemented or then pending, shall likewise be time barred as to such claims. 19. 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 Service Provider, made an exhaustive inspection to check the quality or quantity of the services performed by the Service Provider, made an examination to ascertain how or for what purpose the Service Provider has used money previously paid on account by the District, or constitute a waiver of claims against the Service Provider by the District. The District may in its sole discretion withhold payments or seek reimbursement from the Service Provider for expenses, miscellaneous charges, or other liabilities or increased costs incurred or anticipated by the District which are the fault of or as result of work performed or negligent conduct by or on behalf of the Service Provider. Upon five (5) day written notice to the Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7.2006 Requesting Department: Communications & Community Services Page 12 of 15 Service Provider, the District shall have the right to estimate the amount of expenses, miscellaneous charges, or other liabilities or increased costs and to cause the Service Provider to pay the same; and the amount due the Service Provider under this Agreement or the whole or so much of the money due or to become due to the Service Provider under this Agreement as may be considered reasonably necessary by the District shall be retained by the District until such expenses, miscellaneous charges, or other liabilities or increased costs shall have been corrected or otherwise disposed of by the Service Provider at no expense to the District. If such expenses, miscellaneous charges, or other liabilities or increased costs are not corrected or otherwise disposed of at no expense to the District prior to completion date of the Agreement, the District is authorized to pay for such expenses, miscellaneous charges, or other liabilities or increased costs from the amounts retained as outlined above or to seek reimbursement of same from the Service Provider. It is the express intent of the parties to this Agreement to protect the District from Toss because of conduct by or on behalf of the Service Provider. 20. CAPTIONS: The captions by which the paragraphs of this Agreement are identified are for convenience only and shall have no effect upon its interpretation. Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 13 of 15 21. EXECUTIVE DIRECTOR'S SIGNATURE: It is an express condition of this Agreement that said Agreement shall not be complete nor effective until signed by either the Executive Director (President/CEO) or Authorized Designee on behalf of the District and by Authorized Representative of the Service Provider. 21.1 Submit all correspondence, including invoices, regarding this Agreement, including Insurance Certificates and Endorsements to: Irene McCormack, Director Communications & Community Services San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel: 619-686-6462 Fax: 619-686-6373 Email: imccormack@portofsandiego.org 21.2 The Service Provider's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Leslie A. Deese, Community Services Director City of National City 140 East 12th Street, Suite A National City, CA 91950 Tel: 619-336-4242 Fax: 619-336-4292 Email: Ideese@ci.national-city.ca.us Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 14 of 15 21.3 Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative. SAN DIEGO UNIFIED PORT DISTRICT CITY OF NATIONAL CITY Irene McCormack Leslie A. Deese Director, Communications & Community Services Community Services Director PORT ATTORNEY Agreement No. 0607-16 Service Provider: City of National City Board Date: March 7,2006 Requesting Department: Communications & Community Services Page 15 of 15 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District Service Provider - through its program or event — will promote District and/or commerce, navigation, recreation, fisheries and tenant businesses on the District tidelands. This will be accomplished in the following manner: o Conduct the City of National City Musical Concert at Pepper Park in National City on September 9, 2006 o Invite Port Commissioner representing National City to speak at event o Recognize District as a sponsor of the Musical Concert at Pepper Park through: • Verbal mention as part of periodic announcements thanking sponsors during the event • Display of District logo or mention of District on all promotional materials including banners, flyers, posters, news releases and website advertising for this event Agreement No.: 0607-16— Attachment A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 1 of 1 ATTACHMENT B COMPENSATION & INVOICING San Diego Unified Port District I. COMPENSATION: For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder. Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted each month for services performed during the preceding month. Each invoice shall include: Date work performed; Description of the work performed; Hours worked by personnel classification; Rate per personnel classification; Total personnel cost by classification; Other Direct Costs. II. INVOICING: A. Payment Documentation. As a prerequisite to payment for services, Service Provider shall invoice District for services performed and for reimbursable expenses authorized by this Agreement, accompanied by such records and receipts as required. Service Provider shall include the following information on each invoice submitted for payment by District, in addition to the information required in Section I, above: 1) Agreement No. 0607-16 2) The following certification phrase, with printed name, title and signature of Service Provider's project manager or designated representative: "I certify under penalty of perjury that the above statement is just and correct according to the terms of Document No. 50310, and that payment has not been received." 3) Dates of service provided 4) Date of invoice 5) A unique invoice number Agreement No.: 0607-16 —Attachment B Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 1 of 2 District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. B. Invoices shall be mailed to the attention of: Irene McCormack, Communications & Community Services, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112-0488. C. Should District contest any portion of an invoice, that portion shall be held for resolution, but the uncontested balance shall be processed for payment. District may, at any time, conduct an audit of any and all records kept by Service Provider for the Services. Any overpayment discovered in such an audit may be charged against the Service Provider's future invoices and any retention funds. D. Service Provider shall submit all invoices within thirty (30) days of completion of work represented by the request and within sixty (60) days of incurring costs to be reimbursed under the Agreement. Payment will be made to Service Providerwithin thirty (30) days after receipt by District of a proper invoice. E. Service Provider shall indicate on last invoice submitted for payment: FINAL INVOICE. Agreement No.: 0607-16 — Attachment B Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services Page 2 of 2 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District ONLY THIS CERTIFICATE OF 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 Company(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 Attn: Linda Wikstrom, Audit, Risk Management & Safety P. O. Box 120488, San Diego, CA 92112-0488 FAX: 866-875-1993 Name and Address of Insured (Contractor or Vendor) SDUPD Agreement Number This certificate applies to all operations of named insureds property in connection with all Agreements between the District and Insured. CO LTR TYPE OF INSURANCE POLICY NO. DATES LIMITS Commercial General Liability ❑ Occurrence Form Commencement Date: Each Occurrence: $ Claims -made Form Retro Date Expiration Date: General Aggregate: ❑ Liquor Liability $ Deductible/SIR: $ Commercial Automobile Liability ❑ All Autos 0 Owned Autos Commencement Date: Expiration Date: Each Occurrence: $ Workers Compensation —Statutory Employer's Liability Commencement Date: Expiration Date: E.L. Each Accident $ E.L. Disease Each Employee $ E.L. Disease Policy Limit $ Professional Liability 0 Claims Made Retro-Active Date Commencement Date: Expiration Date: Each Claim $ Excess/Umbrella Liability Commencement Date: Each Occurrence: $ Expiration Date: 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 Broker(s) Date: Agreement No.: 0607-16 — Exhibit A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services 1 of 2 ENDORSEMENT NO. SAN DIEGO UNIFIED PORT DISTRICT REQUIRED INSURANCE ENDORSEMENT EFFECTIVE DATE POLICY NO. NAMED INSURED: GENERAL DESCRIPTION OF AGREEMENT(S) 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 All 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. 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 insurers liability. 4. As respects the policy(ies) listed 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, change in coverage, reduction of limits or non -renewal. 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, LIMIT REDUCTIONS, AND CHANGES IN COVERAGE TO: San Diego Unified Port District Audit, Risk Management & Safety P.O. Box 120488 San Diego, CA 92112-0488 Agreement No.: 0607-16 - Exhibit A Service Provider: City of National City Board Date: March 7, 2006 Requesting Department: Communications & Community Services 2 of 2 MEMORANDUM OF INSURANCE ISSUE DATE 06/29/06 DRIVER ALLIANT INSURANCE SERVICES, INC. . ER 6450 IvcWBORT BEACH, CA 92658 6450 (949) 756 027i THIS MEMORANDUM IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE MEMORANDUM HOLDER. THIS MEMORANDUM DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE SHOWN BELOW. SAN DIEGO POOLED INSURANCE COVERAGE AFFORDED BY * INSURED PROGRAM AUTHORITY AND MEMBER AGENCY OF: LE i 1 ER A: INDIVIDUAL CITY'S SELF -INSURED RETENTION CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD. NATIONAL CITY, CA 91950 LETTER B: "San Diego Pooled Insurance Program Authority, A Public Agency." " MEMBER AGENCY OF THE SAN DIEGO POOLED INSURANCE PROGRAM AUTHORITY COVERAGE PER CA. GOVERNMENT CODE SECTION 990.4(a), 990.8(c) THIS IS TO CERTIFY THAT A MEMORANDUM OF INSURANCE BELOW HAS BEEN ENTERED INTO BY INSURED NAMED ABOVE AS AUTHORIZED BY CALIFORNIA GOVERNMENT CODE SECTION 990.4(a) AND 990.8(c) FOR THE PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE CONTRACT DESCRIBED HERE IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF THE SUCH CONTRACT. LTR TYPE OF COVERAGE MEMORANDUM NUMBER MEMORANDUM EFFECTIVE DATE MEMORANDUM EXPIRATION DATE LIABILITY LIMITS IN THOUSANDS * EACH OCCURRENCE AGGREGATE A GENERAL AND AUTOMOBILE LIABILITY SELF INSURED 07/01/06 07/01/07 BI & PD COMBINED 150, N/A PERSONAL INJURY INCL. B EXCESS UABILITY* * SDC 0021 07/01/06 07/01/07 BI&PD COMBINED 1,850, * * THE ABOVE NOTED MEMORANDUM OF INSURANCE IS A CLAIMS -MADE CONTRACT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS USE OF PEPPER PARK FOR FREE OUTDOOR CONCERTS. SUBJECT TO POLICY TERMS. CONDITIONS AND EXCLUSIONS. AI MEMORANDUM HOLDER CANCELLATION SAN DIEGO UNIFIED PORT DISTRICT 165 PACIFIC HIGHWAY 3AN DIEGO, CA 92101 SHOULD ANY OF THE ABOVE DESCRIBED CONTRACTS BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE AUTHORITY WILL ENDEAVOR TO MAIL 30 DAYS. WRITTEN NOTICE TO THE HOLDER NAMED HEREON BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE AUTHORITY, OR ITS REPRESENTATIVES. EXCEPT 10 DAYS FOR NON-PAYMENT OF PREMIUM. AUTHORIZED SIGNATURE \LIAA.cAtD__ G:UPUnitlSandpipa\Sd-liebility\Sd•Uab-cer1_Sd Pool Ueb Cert-Pn.doc Endorsement Per Contract Effective 7/1/06 Contract Number SDC 0021 ADDITIONAL INSURED ENDORSEMENT In consideration of the payment of premium, it is agreed for claims occurring and reported after 7/1/98, that the following amendments / additions apply: Section III - Persons and/or Entities Covered, is amended to include any person(s) or organization(s) when required in a written contract or agreement to provide coverage but only for Personal Injury or Property Damage liability which: a. is covered by this Memorandum of Insurance; and b. arises out of: 1. the normal course of the Named Covered Party's operations;"or 2. ownership, maintenance or use of that part of the premises or land rented to or leased to and occupied by, the Named Covered Party; or 3, work performed for that Covered Party by the Named Covered Party; or 4. that Covered Party's financial control of the Named Covered Party; or 5. the maintenance, operation or Use by the Named Covered Party of any equipment or Automobile leased to you by such person(s) or Organization(s). 2. The limits of coverage aftbrded to such person(s) or organization(s) will be: a. the minimum limits of coverage which the Named.Covered Party agreed to provide; or b. the limits of coverage of this Memorandum of Insurance, whichever is less. 3. Coverage provided under this Endorsement may be primary over any applicable insurance, and the Authority may provide a notice of cancellation if requested. 4. Coverage provided under this Endorsement expires: a. when the written contract or agreement ceases; or b. when the Named Covered Party ceases to be a tenant in the premises. Attached to and forming part of Contract number SDC 0021 of the San Diego Pooled Insurance Program Authority Memorandum of Insurance. Dated at:' Newport Beach this 29 day of June , 2006. GAIPUNIMANDF(rnuo-uABIL SD-UAa.csaan6.o1so-roOLAl-Evn_Doc By: r ( , Authorized Representative • Business Expo • Food Vendors • Children's Activities • Multicultural Dance • Musical Performances AY, Take 1-5 to Bay Marina Drive, Left on Tidelands Avenue NATIONAL CITY EXPO & CONCERT Saturday, September 9, 2006 2:00 pm -7:00 pm Pepper Park on the Bay Continuous entertainment on stage throughout the day. Performers include: • Obsesion Latina • Ballet Folklorico Ixcuintla • Tony Salamat's Dance Group • Tango Concepts • Pasacat Featuring concert headliner M from 5:00-7:00pm Bring a lawn chair and enjoy a beautiful afternoon of music at National City's Bayfront Park. Unif .ed Port of San Diego MAGT:C9-25 Expo information (619) 477-9339 •concert information (619) 336-4290 City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 September 5, 2006 Mr. Jim Hutzelman San Diego Unified Port District 3165 Pacific Highway San Diego, CA 92101 Project: National City — Free Expo and Concert at Pepper Park Dear Mr. Hutzelman: On August 22, 2006 the City Council of the City of National City passed and adopted Resolution No. 2006-172 authorizing the Mayor to execute an agreement with the San Diego Unified Port District for a free expo and concert at Pepper Park. We are pleased to enclose two partially executed original Agreements and one certified copy of the Resolution. Please sign and return one original Agreement and retain one for your records. Michael R. Dalla City Clerk MRD Enclosure cc: Community Services File: 2006-xx ® Recycled Paper Or - Unified Port of San Diego Leslie Deese Community Services Director City of National City Suite A National City, CA 91950 3165 Pacific Highway, San Diego, CA 92101 P0. Box 120488, San Diego, CA 92112-0488 619.686.6200 www.portofsandiego.org Re: Financial Assistance Agreement for Musical Concert at Pepper Park Dear Ms. Leslie Deese, 9 ! 29 1OL9 OYLsyy__Q 1011°tp0L0_ Enclosed are (2) signed original of your 2006-2007 Financial Assistance agreement with the Port of San Diego. You may now submit invoices for the amount of your financial assistance. Just a few reminders: Attachment A Scope of Services: Attach copies of all promotional materials to your invoice. Attachment B Compensation & Invoicing: Follow all instructions carefully. Please feel free to call me at the number belo agreement. Sincerely, Jim Hutzelman Assistant Director, Community Services Port of San Diego Phone: (619) 686-6564 Fax: (619) 686-6400 Email: ihutzelm@portofsandiego.org JHlnj Enclosures if you have any questions about this San Diego Unified Port District