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HomeMy WebLinkAbout2009 CON SD Port District - Bayfront ConcertNOTE TO FILE 05-03-11 IN THE MATTER OF: Agreement between the City of National City and San Diego Unified Port District for promotional services at the Bayfront Expo and Concert at Pepper Park. Please note the following: A FULLY EXECUTED ORIGINAL AGREEMENT WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: _ CDC _ Housing & Grants X City Attorney _ Human Resources City Manager _ MIS Community Svcs. Planning Engineering _ Police Finance Public Works Fire * 10-29-09 - Mailed two partially executed original agreements to the District to sign and return one for the City's files NTF AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for BAYFRONT EXPO & CONCERT PEPPER PARK, NATIONAL CITY, CA AGREEMENT NO. 78-2009 The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, herein called "District" and the CITY OF NATIONAL CITY, a municipal corporation, herein called "City." Both parties agree to the following: Recitals: District and City desire to enter into an agreement for promotional services at the Bayfront Expo & concert at Pepper Park, National City, CA. 1. SCOPE OF SERVICES: City shall furnish all technical and professional labor, and materials to satisfactorily comply with Attachment A, Scope of Services as requested by District. City 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 August 26, 2009 and shall terminate on December 31, 2009, subject to earlier termination as provided below. 3. COMPENSATION: For performance of services r`endered pursuant to this Agreement and as further described in Attachment B, Compensation and Invoicing; District shall compensate City based on the following, subject to the limitation of the maximum expenditure provided herein: 3.1 Maximum Expenditure. The District shall pay the City a lump sum of $15,000.00 for funding and $2,900.00 for District services provided for a Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 1 of 13 total Agreement amount not to exceed $17,900.00. Said expenditure shall include without limitation all sums, charges, reimbursements, costs and expenses provided for herein. City shall not be required to perform further services after compensation has been expended. In the event that the City 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. 3.2 Payment Procedure. For work performed on an hourly basis, City agrees to assign the person with the lowest hourly rate who is fully competent to provide the services required. If City 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, City shall nevertheless, bill at the lower rate. 3.3 Progress Documentation. At the District's request, City 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, City shall maintain full and complete records of the cost of services 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. Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 2 of 13 Such records shall be maintained by City 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. City 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 City or anyone else associated with the work has prepared or which relate to the work which City is performing for District pursuant to this Agreement regardless of whether such records have previously been provided to District. City shall provide District at City's expense a copy of all such records within five (5) working days of a written request by District. District's right shall also include inspection at reasonable times of the City's office or facilities, which are engaged in the performance of services pursuant to this Agreement. City shall, at no cost to District furnish reasonable facilities and assistance for such review and audit. City's failure to provide the records within the time requested shall preclude City from receiving any compensation due under this Agreement until such documents are provided. 5. CITY'S SUB -CONTRACTORS: It may be necessary for City to sub -contract for the performance of certain technical services or other services for City to perform and complete the required services; provided, however, all City's sub -contractors shall be subject to prior written approval by District. The City shall remain responsible to District for any and all services and obligations required under this Agreement, whether performed by City or City's sub -contractors. City shall compensate each City's sub -contractors in the time periods required by law. Any City's sub -contractors employed by City shall be independent contractors and not agents of District. City shall insure that City's sub -contractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 3 of 13 City shall also include a clause in its Agreements with City'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 City'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, City and City'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. City shall comply with the prevailing wage provisions of the Labor Code, and the Political Reform Act provisions of the Government Code, as applicable. City shall comply with all Federal and State laws, and district Ordinances and Regulations applicable to the performance of services under this Agreement as exist now or as may be added or amended. 7. INDEPENDENT ANALYSIS: City 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, City shall possess no authority with respect to any District decision beyond rendition of such information, advice, or recommendations. Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 4 of 13 8. ASSIGNMENT: This is a personal services Agreement between the parties and City 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. INDEMNIFY, DEFEND, HOLD HARMLESS: 9.1 Duty to Indemnify, duty to defend and hold harmless: To the fullest extent provided by law, City agrees to defend, indemnify and hold harmless the District, its agents, officers or employees, from and against any claim, demand, action, proceeding, suit, liability, damage, cost (including reasonable attorneys' fees) or expense for, including but not limited to, damage to property, the loss or use thereof, or injury or death to any person, including City's officers, agents, subcontractors, employees, ("Claim"), caused by, arising out of, or related to the performance of services by City as provided for in this Agreement, or failure to act by City, its officers, agents, subcontractors and employees. The City's duty to defend, indemnify, and hold harmless shall not include any Claim arising from the active negligence, sole negligence or willful misconduct of the District, its agents, officers, or employees. 9.2 The City further agrees that the duty to indemnify, and the duty to defend the District as set forth in 9.1, requires that City pay all reasonable attorneys' fees and costs District incurs associated with or related to enforcing the indemnification provisions, and defending any Claim arising from the services of the City provided for in this Agreement. 9.3 The District may, at its own election, conduct its defense, or participate in the defense of any Claim related in any way to this Agreement. If the 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 arising from the services of City provided for in this Agreement, City Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 5 of 13 agrees to pay all reasonable attorneys' fees and all costs incurred by District. 10. INSURANCE REQUIREMENTS: City shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance or City may satisfy the requirements of this Section 10 by maintaining its lawfully self -insured status during the term of this Agreement.: 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 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; its agents, officers and employees as additional insureds in the form as required by the District. An exemplar endorsement is attached (Exhibit A, Certificate of Insurance). 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 Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 6 of 13 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 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. City 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 A 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. City shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the fact of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on City or City's sub -contractors or any tier of City's sub -contractors. District shall reserve Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 7 of 13 the right to obtain complete copies of any of the insurance policies required herein. 11. ACCURACY OF SERVICES: City shall be responsible for the technical accuracy of its services and documents resulting therefrom and District shall not be responsible for discovering deficiencies therein. City shall correct such deficiencies without additional compensation. Furthermore, City expressly agrees to reimburse District for any costs incurred as a result of such deficiencies. City 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 City or its agents, employees, or subcontractors. 12. INDEPENDENT CONTRACTOR: City and any agent or employee of City shall act in an independent capacity and not as officers or employees of District. The District assumes no liability for the City's actions and performance, nor assumes responsibility for taxes, bonds, payments or other commitments, implied or explicit by or for the City. City shall not have authority to act as an agent on behalf of the District unless specifically authorized to do so in writing. City acknowledges that it is aware that because it is an independent contractor, District is making no deductions from its fee and is not contributing to any fund on its behalf. City disclaims the right to any fee or benefits except as expressly provided for in this Agreement. 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.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 8 of 13 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 City, if any, pursuant to this Agreement, shall be the property of District from the moment of their preparation and the City 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, City 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 City pursuant to this Agreement (including any duplicate copies kept by the City) shall not be shown to any other public or private person or entity, except as authorized by District. City Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 9 of 13 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 City 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 City to the Don L. Nay Port Administration Building (located at 3165 Pacific Highway, San Diego, California 92101). Termination of this Agreement by Executive Director (President/CEO) as provided in this paragraph shall release District from any further fee or claim hereunder by City 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.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 10 of 13 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 City, made an exhaustive inspection to check the quality or quantity of the services performed by the City, made an examination to ascertain how or for what purpose the City has used money previously paid on account by the District, or constitute a waiver of claims against the City by the District. The District may in its sole discretion withhold payments or seek reimbursement from the City 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 City. Upon five (5) day written notice to the City, the District shall have the right to estimate the amount of expenses, Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 11 of 13 miscellaneous charges, or other liabilities or increased costs and to cause the City to pay the same; and the amount due the City under this Agreement or the whole or so much of the money due or to become due to the City 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 City 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 City. 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 City. 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. 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 City. 21.1 Submit all correspondence, including invoices, regarding this Agreement, including Insurance Certificates and Endorsements to: Jim Hutzelman, Assistant Director Communications & Community Services San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel. (619) 686-6564 Fax (619) 696-6373 Agreement No.: 78-2009 City: National City Requesting Department' Communications & Community Services Page 12 of 13 Email: jhutzelm@portofsandiego.org 21.2 The City's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Ron Morrison , Mayor City of National City 1243 National City Blvd. National City, CA 91950 Tel. (619) 336-4236 Fax (619) 336-4239 Email: rmorrison@nationalcityca.gov 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 CI TYJLIF NATIONAL CITY Ron Powell, Director Ron Morrison, Mayor Communications & Community Services City of National City PORT ATTORNEY CITY ATTORNEY ATTEST: Agreement No.: 78-2009 City: National City Requesting Department: Communications & Community Services Page 13 of 13 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District City - 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 Bayfront Expo & Concert at Pepper Park in National City on October 17, 2009 o Recognize District as a sponsor of the Bayfront Expo & Concert through: • Mention on all press releases, flyers, advertisements and media announcements that are distributed to the public • Logo display on all banners, flyers, and posters • Welcome address at the event by Port Commissioner representing National City • Verbal acknowledgement during the concert • Mention on electronic messaging systems promoting the event and on the websites of the City of National City, National City Chamber of Commerce, Sweetwater Union High School District and Sweetwater High School Alumni Agreement No.: 78-2009; Attachment A City: National City 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 City compensation as set forth hereunder. City shall be compensated and reimbursed by District on the basis of invoices submitted. Each invoice shall include: Date work performed; Description of the work performed; II. INVOICING: A. Payment Documentation. As a prerequisite to payment for services, City shall invoice District for services performed and for reimbursable expenses authorized by this Agreement, accompanied by such records and receipts as required. City 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. 78-2009 2) The following certification phrase, with printed name, title and signature of City'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. and that payment has not been received." 3) Dates of service provided 4) Date of invoice 5) A unique invoice number District shall, at its discretion, return to City, without payment, any invoice, which has been submitted without the above information and certification phrase. Agreement No.: 78-2009; Attachment B City: National City Requesting Department: Communications & Community Services Page 1 of 2 B. Invoices shall be mailed to the attention of: Jim Hutzelman, 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 City for the Services. Any overpayment discovered in such an audit may be charged against the City's future invoices and any retention funds. D. City 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 City within thirty (30) days after receipt by District of a proper invoice. E. City shall indicate on last invoice submitted for payment: FINAL INVOICE. Agreement No.: 78-2009; Attachment B City: National City 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: 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: $ ❑ Liquor Liability Deductible/SIR: $ Commercial Automobile Liability ❑ All Autos LI Owned Autos ❑ 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 ❑ 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: 78-2009; Exhibit A City: National City Requesting Department: Communications & Community Services Page 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 Diego, CA 92112-0488 Agreement No.: 78-2009, Exhibit A City: National City Requesting Department: Communications & Community Services Page 2 of 2 Page 1 of 1 George Eiser From: Marsha Rich [marich@portofsandiego.org] Sent: Wednesday, October 28, 2009 11:07 AM To: George Eiser Subject: Agreement # 78-2009 with the San Diego Unified Port District Attachments: SDUPD-#379613-v1-Agreement_#_78- 2009_Bayfront_Expo_and_Concert_Pepper_Park_National_City_CA.pdf; Marsha Rich.vcf Good Morning George, Per our conversation on 10/22/09, please find attached Agreement # 78-2009: Bayfront Expo and Concert, Pepper Park, National City. Please print two copies and have sign both documents and return to the District. Upon full execution, the Duplicate -Original will be forwarded for you records. Please do not retype or otherwise revise the documents. Thank you, Marsha E. Rich Contracts Administrator San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 (619) 686-8026 - office (619) 725-6014 - fax marich@portofsandiego.org 10/29/2009 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Della, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax October 29, 2009 Ms. Marsha E. Rich Contracts Administrator San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Dear Ms. Rich, On August 26th, 2009, an agreement was entered between the City of National City and San Diego Unified Port District. We are forwarding two partially executed original agreements. Please return one fully executed original agreement to us for our files. Sincerely, .Y J Michael R. Dalla, CMC City Clerk Enclosures