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HomeMy WebLinkAbout2017 CON San Diego Port District - 2017 Tidelands Activation Grant Aquatic Center Agreement # 67-2017NDOn INS Crt-) LETTER OF TRANSMITTAL May 26, 2017 Leslie Deese City Manager City of National City 1243 National City Blvd. National City, CA 91950 Subject: Agreement No. 67-2017ND: National City Aquatic Center Activation Series WE ARE TRANSMITTING VIA EXPRESS DELIVERY: RECEIVED MAY 3 0 2017 CITY OF NATIONAL CITY CITY MANAGER'S OFFICE [X] Agreement [X]For Your Records Executed Duplicate -Original Copy COMMENTS: Please cite to Agreement No. 67-2017ND in correspondence and invoices relating to this Agreement. Thank you, Jeffrey Regala Staff Assistant II Procurement Section San Diego Unified Port Disrict Document No. 66710 Filed MAY 2 4 2017 Office of the District Clerk AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for NATIONAL CITY AQUATIC CENTER ACTIVATION SERIES AGREEMENT NO. 67-2017ND The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation (District) and the CITY OF NATIONAL CITY, a California Municipality (Service Provider). Recitals: District and Service Provider desire to enter into an agreement for promotional services at National City Aquatic Center Activation Series. 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, attached hereto and incorporated herein, as requested by District. Service Provider shall keep the Executive Director of the District or their designated representative informed of the progress of said services at all times. 2. TERM OF AGREEMENT. This Agreement shall commence on April 25, 2017 and shall terminate on August 31, 2017, 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, attached hereto and incorporated herein; District shall compensate Service Provider based on the following, subject to the limitation of the maximum expenditure provided herein: a. Maximum Expenditure. The District shall pay the Service Provider $5,000.00, and provide $5,000.00 in District Services for a maximum expenditure under this Agreement not to exceed $10,000.00. Said Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications DUPLICATE - ORIGINAL Page 1 of 14 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. b. Progress Documentation. At the District's request, 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 a. 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 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. b. 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. c. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 14 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 a. 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 -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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 3 of 14 b. 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 a. 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. b. Service Provider shall comply with all Federal, State, regional and local 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. 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 14 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 District in each instance. 9. INDEMNIFY, DEFEND, HOLD HARMLESS a. Duty to Indemnify, duty to defend and hold harmless: To the fullest extent provided by law, Service Provider 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 Service Provider's officers, agents, subcontractors, employees, ("Claim"), caused by, arising out of, or related to the performance of services by Service Provider as provided for in this Agreement or related to the 2017 "National City Aquatic Center Activation Series or failure to act by Service Provider, its officers, agents, subcontractors and employees. The Service Provider'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. b. The Service Provider further agrees that the duty to indemnify, and the duty to defend the District as set forth in 9.a, requires that Service Provider 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 Service Provider provided for in this Agreement. c. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 5 of 14 in its own defense or obtain independent legal counsel in defense of any Claim arising from the services of Service Provider provided for in this Agreement, Service Provider agrees to pay all reasonable attorneys' fees and all costs incurred by District. 10. INSURANCE REQUIREMENTS a. Service Provider shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: (1) Commercial General Liability (including, without limitation, Contractual Liability, Personal Injury, Advertising Injury, and Products/Completed Operations) coverages, with coverage at least as broad as Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 0001) with limits no less than one million dollars ($1,000,000) per Occurrence and two million dollars ($2,000,000) Aggregate for bodily injury, personal injury and property damage. (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, attached hereto and incorporated herein). (c) The coverage provided to the District, as an additional insured, shall be primary and any insurance or self - Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 6 of 14 insurance maintained by the District shall be excess of the Service Provider's insurance and shall not contribute to it. (d) The Commercial General Liability policy shall be endorsed to include a waiver of transfer of rights of recovery against the District ("Waiver of Subrogation"). (2) Commercial Automobile Liability (Owned, Scheduled, Non -Owned, or Hired Automobiles) written at least as broad as Insurance Services Office Form Number CA 0001 with limits of no less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. (3) Workers' Compensation, statutory limits, is required of the Service Provider and all sub -consultants (or be a qualified self -insured) under the applicable laws and in accordance with "Workers' Compensation and Insurance Act", Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Employer's Liability, in an amount of not less than one million dollars ($1,000,000) each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. This policy shall be endorsed to include a waiver of subrogation endorsement, where permitted by law. b. 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 a 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 policies must be endorsed so that the insurer(s) must notify the Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 7 of 14 District in writing at least 30 days in advance of policy cancellation. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. c. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the face of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage. d. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on 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. e. Service Provider may satisfy the requirements of this Section 10 by maintaining its lawful self -insured status during the term of this Agreement. Service Provider shall provide the District with a letter confirming authorized Self -Insured status. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 8 of 14 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 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 9 of 14 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, if any, 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 or entity, except as authorized by District or as required by law. 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 or as required by law. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 10 of 14 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 a. 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. b. 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. c. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 11 of 14 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 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 12 of 14 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. 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. a. Submit all correspondence regarding this Agreement to: Jim Hutzelman Marketing & Communications San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel: 619-686-6545 Email: jhutzel©portofsandiego.org b. The Service Provider's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Leslie Deese City of National City 1243 National City Blvd National City, CA 91950 Tel: 619-336-4240 Email: Ideese©nationalcityca.gov Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 13 of 14 c. Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative. SAN DIEGO UNIFIED PORT DISTRICT CITY OF NATIONAL CITY Jeniarsell Dire . Marke ' a & Communications Approved as to form and legality: GENERAL COUNSEL -A/(c/c By: Ai.ist-nnt/Deputy ` Leslie Deese City Manager A manually signed copy of this Agreement transmitted by email or any other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 14 of 14 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District Promotional Services In return for a marketing sponsorship investment of $5,000 in District funding and up to $5,000 in District services, the Service Provider agrees to promote District and/or commerce, navigation, recreation, fisheries and tenant businesses on the District tidelands. The Service Provider agrees to provide the District the following in return for the marketing sponsorship investment: Event Organizer will provide: Marketing & Advertising Inclusion: • Inclusion in visual materials: o PoSD Logo in printed event art o PoSD Logo in digital event art including banners, memes, cover art, background art, and e-headers o PoSD Logo in all print advertising including newspaper and magazine ads and on giveaways and giveaway collateral • Inclusion in digital materials: o PoSD Logo on website with link to the Port's TAP page: https://www.portofsandiego.orq/recreation/tidelands-activation- program.html • Inclusion in Social Media o Facebook: Posts mentioning PoSD sponsorship tagging (portofsandiego, #SanDiegoBay and/or #GoSanDiego o Twitter: Tweets mentioning PoSD sponsorship tagging Aportofsandiego , #SanDiegoBay and/or #GoSanDiego o Instagram: Posts mentioning PoSD sponsorship tagging ©portofsandiego, #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Press Releases/Media Relations: o Include PoSD in list of sponsors in at least one press release, if one is generated and sent • Mention of PoSD as sponsor and inclusion of TAP Boiler statement in event specific E-blast distribution On -Site Inclusion: • Prominent PoSD TAP banner placement near stage or entry at event Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 4 • Reserved prominent space for placement of Port's TAP Booth 10x10 or 10x20 Opportunity to distribute promotional items and marketing materials at information booth or in gift bags Port of San Diego to provide: Financial Support: $5,000 Service Fee Waivers: $5,000 Marketing & Advertising support: • Inclusion of event on PoSD TAP webpage in Upcoming Events section. • Event Creation on Facebook with link back to event organization website for more information or ticket purchase • Social media mentions on Facebook (28,000 fans) and Twitter (24,500 followers) tagging handles provided by event organizer, using #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Mention in list of sponsored Tidelands Activation Program events press release sent out by the Port annually • Inclusion in E-blast distributions to PoSD newsletter subscribers Community Events, Recreation & Tours list (1,500 subscribers) and/or Headlines list (2,500 subscribers). On -Site MarCom presence: • Interactive Booth 10x10 or 10x20 with educational information and giveaways (Tentative) • Provided materials for distribution and/or display Tidelands Activation Program Agreement: The parties acknowledge and agree the total amounts of cash and services provided by District through the 2016-17 Tidelands Activation Program may not equal the sums of cash and services granted in the Tidelands Activation Program Agreement, specifically cash and services. In such case, there is not a breach of the Tidelands Activation Program Agreement by the District. In the event the applicant disputes terms of the Tidelands Activation Program Agreement, applicant shall have no right to a credit or offset in any other agreements inclusive of the Tidelands Use & Occupancy Permit or leases between Parties. In order to ensure payment of invoices, Service Provider will forward to District proof that it provided the above -mentioned promotional services prior to June 30, 2017. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 4 District Stormwater Conditions The District is charged with prohibiting all non-stormwater discharges into the stormwater conveyance systems on District tidelands pursuant to San Diego Regional Water Quality Control Board Order No. R9-2013-0001 (NPDES Permit No. CAS0109266, "Municipal Stormwater Permit"). The District has the authority under State law to make and enforce necessary rules and regulations governing, among other things, stormwater management and discharge control. The District's stormwater regulations are found in Article 10 of the San Diego Unified Port District Code ("District Code"). Special events have been identified by the District as a potential source of non- stormwater discharges to the storm drain system and San Diego Bay. Non-stormwater discharges to the stormdrain system or the Bay are considered a violation of District Code. To prevent unauthorized discharges, the District requires the implementation and maintenance of Best Management Practices (BMPs) at special events. BMPs specific to the activities planned for each special event are to be identified prior to the event time. In addition, the following BMPs must also be implemented as applicable: • Trash dumpsters, portable toilets, or generators shall have secondary containment and located away from open stormdrain inlets or catch basins and away from the water's edge. Secondary containment for trash dumpsters may be accomplished by placing a berm around the dumpster to contain leaks. Trash dumpsters must have lids and be covered. • A spill kit is to be accessible to the event coordinator or person in charge of spill response. • Catch basins and stormdrain inlets within the event special area are to be protected with temporary screens or filters prior to the event. • Fencing is to be placed around the waterside perimeter of the event to prevent any windblown trash or debris from reaching the Bay. Where fencing is not feasible, regular and frequent trash and debris removal is to be conducted by event organizers. • Street sweeping of parking lots, streets and roads associated with the event shall be conducted as needed. • Employee training is to be conducted prior to the event to ensure that BMPs are properly implemented and maintained and so that employees are aware of the discharge prohibitions. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 3 of 4 • Documentation of BMP implementation for each special event is to be maintained and be made available for the District's review upon request. Direction related to permitted special event activities can be found in the District Jurisdictional Urban Runoff Management Document (JURMP). The JURMP is available on the District website: (https://www.portofsandiego.org/environment/clean-water.html) or by contacting the Planning and Green Port (PGP) Department, (619) 686-6283. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 4 ATTACHMENT B COMPENSATION & INVOICING San Diego Unified Port District 1 COMPENSATION a. For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder. (1) Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted. Each invoice shall include: (a) Date work performed; (b) Description of the work performed; 2. INVOICING a. Payment Documentation. Service Provider shall include the following information on each invoice submitted for payment by District. (1) Agreement No. 67-2017ND (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. C6'710 and that payment has not been received." (3) Dates of service provided (4) Date of invoice (5) A unique invoice number b. District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. c. Invoices shall be mailed to the attention of: Jim Hutzelman, Marketing Department, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112-0488. d. 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. Agreement No. 67-2017ND; Attachment B Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 2 e. 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 immediately after receipt of a proper Invoice. Agreement No. 67-2017ND; Attachment B Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 2 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District By signing this form, the authorized agent or broker certifies (1) The Policy or Policies described below have been issued is (are) in force at this time. (2) As required in the Insured's agreement(s) with the District, coverages or conditions of coverage noted on page 2 (3) Signed copies of all endorsements issued to effect require certificate. Return this form to: San Diego do Ebix P.O. Box Duluth, Email: Fax: 1-866-866-6516 the following: by the noted Insurer(s) [Insurance Company(ies)] to the Insured and the policies include, or have been endorsed to include, the of this certificate. coverages or conditions of coverage are attached to this Unified Port District BPO 100085 — 185 GA 30096 — OR — sdupd(a�prod.certificatesnow.com Name and Address of Insured (Consultant) SDUPD Agreement Number: This certificate applies to property in connection with all operations of named insureds on District all agreements 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 I 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 $ Excess/Umbrella Liability Commencement Date: Expiration Date: Each Occurrence: $ General Aggregate: $ CO LTR COMPANIES AFFORDING COVERAGE A. M. BEST 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. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications 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 any and all activities or work performed on district premises Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to those operations, uses, occupations, acts, and activities described generally above, including activities of the named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named insured. 2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self -insured retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by insurance for the named insured. 3. This endorsement shall include a waiver of transfer of rights of recovery against the San Diego Unified Port District ("Waiver of Subrogation"). 4. The policy(ies) listed on this endorsement will apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 5. As respects the policy(ies) 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. 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: San Diego Unified Port District do Ebix BPO P.O. Box 100085 — 185 Duluth, GA 30096 — OR — Email to: sdupd(a�prod.certificatesnow.com Fax: 1-866-866-6516 Agreement No. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 2 AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for NATIONAL CITY AQUATIC CENTER ACTIVATION SERIES AGREEMENT NO. 67-2017ND The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation (District) and the CITY OF NATIONAL CITY, a California Municipality (Service Provider). Recitals: District and Service Provider desire to enter into an agreement for promotional services at National City Aquatic Center Activation Series. 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, attached hereto and incorporated herein, as requested by District. Service Provider shall keep the Executive Director of the District or their designated representative informed of the progress of said services at all times. 2. TERM OF AGREEMENT. This Agreement shall commence on April 25, 2017 and shall terminate on August 31, 2017, 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, attached hereto and incorporated herein; District shall compensate Service Provider based on the following, subject to the limitation of the maximum expenditure provided herein: a. Maximum Expenditure. The District shall pay the Service Provider $5,000.00, and provide $5,000.00 in District Services for a maximum expenditure under this Agreement not to exceed $10,000.00. Said Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 14 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. b. Progress Documentation. At the District's request, 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 a. 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 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. b. 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. c. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 14 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 a. 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 -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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 3 of 14 b. 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 a. 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. b. Service Provider shall comply with all Federal, State, regional and local 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. 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 14 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 District in each instance. 9. INDEMNIFY, DEFEND, HOLD HARMLESS a. Duty to Indemnify, duty to defend and hold harmless: To the fullest extent provided by law, Service Provider 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 Service Provider's officers, agents, subcontractors, employees, ("Claim"), caused by, arising out of, or related to the performance of services by Service Provider as provided for in this Agreement or related to the 2017 "National City Aquatic Center Activation Series or failure to act by Service Provider, its officers, agents, subcontractors and employees. The Service Provider'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. b. The Service Provider further agrees that the duty to indemnify, and the duty to defend the District as set forth in 9.a, requires that Service Provider 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 Service Provider provided for in this Agreement. c. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 5 of 14 in its own defense or obtain independent legal counsel in defense of any Claim arising from the services of Service Provider provided for in this Agreement, Service Provider agrees to pay all reasonable attorneys' fees and all costs incurred by District. 10. INSURANCE REQUIREMENTS a. Service Provider shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: (1) Commercial General Liability (including, without limitation, Contractual Liability, Personal Injury, Advertising Injury, and Products/Completed Operations) coverages, with coverage at least as broad as Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 0001) with limits no less than one million dollars ($1,000,000) per Occurrence and two million dollars ($2,000,000) Aggregate for bodily injury, personal injury and property damage. (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, attached hereto and incorporated herein). (c) The coverage provided to the District, as an additional insured, shall be primary and any insurance or self - Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 6 of 14 insurance maintained by the District shall be excess of the Service Provider's insurance and shall not contribute to it. (d) The Commercial General Liability policy shall be endorsed to include a waiver of transfer of rights of recovery against the District ("Waiver of Subrogation"). (2) Commercial Automobile Liability (Owned, Scheduled, Non -Owned, or Hired Automobiles) written at least as broad as Insurance Services Office Form Number CA 0001 with limits of no less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. (3) Workers' Compensation, statutory limits, is required of the Service Provider and all sub -consultants (or be a qualified self -insured) under the applicable laws and in accordance with "Workers' Compensation and Insurance Act", Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Employer's Liability, in an amount of not less than one million dollars ($1,000,000) each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. This policy shall be endorsed to include a waiver of subrogation endorsement, where permitted by law. b. 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 a 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 policies must be endorsed so that the insurer(s) must notify the Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 7 of 14 District in writing at least 30 days in advance of policy cancellation. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. c. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the face of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage. d. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on 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. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 8 of 14 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 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 9 of 14 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, if any, 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 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 10 of 14 a. 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. b. 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. c. 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 Agreement No. 67-2017ND Service Provider City of National City Requesting Department: Marketing & Communications Page 11 of 14 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 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 12 of 14 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 Service Provider. a. Submit all correspondence regarding this Agreement to: Jim Hutzelman Marketing & Communications San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel: 619-686-6545 Email: jhutzel@portofsandiego.org b. The Service Provider's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Leslie Deese City of National City 1243 National City Blvd National City, CA 91950 Tel: 619-336-4240 Email: Ideese(a�nationalcityca.gov Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 13 of 14 c. Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative. SAN DIEGO UNIFIED PORT DISTRICT Jenifer Barsell Director, Marketing & Communications Approved as to form and legality: GENERAL COUNSEL By: Assistant/Deputy CITY OF NATIONAL CITY Le ie Deese City Manager APPROVED AS TO FORM: ,/ , George H. Eiser, Ill Interim City Attorney A manually signed copy of this Agreement transmitted by email or any other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 14 of 14 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District Promotional Services In return for a marketing sponsorship investment of $5,000 in District funding and up to $5,000 in District services, the Service Provider agrees to promote District and/or commerce, navigation, recreation, fisheries and tenant businesses on the District tidelands. The Service Provider agrees to provide the District the following in return for the marketing sponsorship investment: Event Organizer will provide: Marketing & Advertising Inclusion: • Inclusion in visual materials: o PoSD Logo in printed event art o PoSD Logo in digital event art including banners, memes, cover art, background art, and e-headers o PoSD Logo in all print advertising including newspaper and magazine ads and on giveaways and giveaway collateral • Inclusion in digital materials: o PoSD Logo on website with link to the Port's TAP page: https://www.portofsandiego.org/recreation/tidelands-activation- program.html • Inclusion in Social Media o Facebook: Posts mentioning PoSD sponsorship tagging portofsandiego, #SanDiegoBay and/or #GoSanDiego o Twitter: Tweets mentioning PoSD sponsorship tagging (�portofsandiego , #SanDiegoBay and/or #GoSanDiego o Instagram: Posts mentioning PoSD sponsorship tagging @portofsandiego, #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Press Releases/Media Relations: o Include PoSD in list of sponsors in at least one press release, if one is generated and sent • Mention of PoSD as sponsor and inclusion of TAP Boiler statement in event specific E-blast distribution On -Site Inclusion: • Prominent PoSD TAP banner placement near stage or entry at event Agreement No. 67-2017ND: Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 4 • Reserved prominent space for placement of Port's TAP Booth 10x10 or 10x20 Opportunity to distribute promotional items and marketing materials at information booth or in gift bags Port of San Diego to provide: Financial Support: $5,000 Service Fee Waivers: $5,000 Marketing & Advertising support: • Inclusion of event on PoSD TAP webpage in Upcoming Events section. • Event Creation on Facebook with link back to event organization website for more information or ticket purchase • Social media mentions on Facebook (28,000 fans) and Twitter (24,500 followers) tagging handles provided by event organizer, using #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Mention in list of sponsored Tidelands Activation Program events press release sent out by the Port annually • Inclusion in E-blast distributions to PoSD newsletter subscribers Community Events, Recreation & Tours list (1,500 subscribers) and/or Headlines list (2,500 subscribers). On -Site MarCom presence: • Interactive Booth 10x10 or 10x20 with educational information and giveaways (Tentative) • Provided materials for distribution and/or display Tidelands Activation Program Agreement: The parties acknowledge and agree the total amounts of cash and services provided by District through the 2016-17 Tidelands Activation Program may not equal the sums of cash and services granted in the Tidelands Activation Program Agreement, specifically cash and services. In such case, there is not a breach of the Tidelands Activation Program Agreement by the District. In the event the applicant disputes terms of the Tidelands Activation Program Agreement, applicant shall have no right to a credit or offset in any other agreements inclusive of the Tidelands Use & Occupancy Permit or leases between Parties. In order to ensure payment of invoices, Service Provider will forward to District proof that it provided the above -mentioned promotional services prior to June 30, 2017. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 4 District Stormwater Conditions The District is charged with prohibiting all non-stormwater discharges into the stormwater conveyance systems on District tidelands pursuant to San Diego Regional Water Quality Control Board Order No. R9-2013-0001 (NPDES Permit No. CAS0109266, "Municipal Stormwater Permit"). The District has the authority under State law to make and enforce necessary rules and regulations governing, among other things, stormwater management and discharge control. The District's stormwater regulations are found in Article 10 of the San Diego Unified Port District Code ("District Code"). Special events have been identified by the District as a potential source of non- stormwater discharges to the storm drain system and San Diego Bay. Non-stormwater discharges to the stormdrain system or the Bay are considered a violation of District Code. To prevent unauthorized discharges, the District requires the implementation and maintenance of Best Management Practices (BMPs) at special events. BMPs specific to the activities planned for each special event are to be identified prior to the event time. In addition, the following BMPs must also be implemented as applicable: • Trash dumpsters, portable toilets, or generators shall have secondary containment and located away from open stormdrain inlets or catch basins and away from the water's edge. Secondary containment for trash dumpsters may be accomplished by placing a berm around the dumpster to contain leaks. Trash dumpsters must have lids and be covered. • A spill kit is to be accessible to the event coordinator or person in charge of spill response. • Catch basins and stormdrain inlets within the event special area are to be protected with temporary screens or filters prior to the event. • Fencing is to be placed around the waterside perimeter of the event to prevent any windblown trash or debris from reaching the Bay. Where fencing is not feasible, regular and frequent trash and debris removal is to be conducted by event organizers. • Street sweeping of parking lots, streets and roads associated with the event shall be conducted as needed. • Employee training is to be conducted prior to the event to ensure that BMPs are properly implemented and maintained and so that employees are aware of the discharge prohibitions. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 3 of 4 • Documentation of BMP implementation for each special event is to be maintained and be made available for the District's review upon request. Direction related to permitted special event activities can be found in the District Jurisdictional Urban Runoff Management Document (JURMP). The JURMP is available on the District website: (https://www.portofsandiego.org/environment/clean-water.html) or by contacting the Planning and Green Port (PGP) Department, (619) 686-6283. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 4 ATTACHMENT B COMPENSATION & INVOICING San Diego Unified Port District 1 COMPENSATION a. For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder. (1) Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted. Each invoice shall include: (a) Date work performed; (b) Description of the work performed; 2. INVOICING a. Payment Documentation. Service Provider shall include the following information on each invoice submitted for payment by District. (1) Agreement No. 67-2017ND (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. and that payment has not been received." (3) Dates of service provided (4) Date of invoice (5) A unique invoice number b. District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. c. Invoices shall be mailed to the attention of: Jim Hutzelman, Marketing Department, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112-0488. d. 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. Agreement No. 67-2017ND; Attachment B Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 2 e. 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 immediately after receipt of a proper Invoice. Agreement No. 67-2017ND; Attachment B Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 2 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District By signing this form, the authorized agent or broker certifies (1) The Policy or Policies described below have been issued is (are) in force at this time. (2) As required in the Insured's agreement(s) with the District, coverages or conditions of coverage noted on page 2 (3) Signed copies of all endorsements issued to effect require certificate. Return this form to: San Diego do Ebix P.O. Box Duluth, Email: Fax: 1-866-866-6516 the following: by the noted Insurer(s) [Insurance Company(ies)] to the Insured and the policies include, or have been endorsed to include, the of this certificate. coverages or conditions of coverage are attached to this Unified Port District BPO 100085 —185 GA 30096 — OR — sdupdt7a.prod.certificatesnow.com Name and Address of Insured (Consultant) SDUPD Agreement Number: This certificate applies to property in connection with all operations of named insureds on District all agreements between the District and Insured. CO LTR TYPE OF INSURANCE POLICY NO. DATES LIMITS Commercial General Liability r Occurrence Form i 1 Claims -made Form Retro Date Commencement Date: Expiration Date: Each Occurrence: $ General Aggregate: $ Liquor Liability Deductible/SIR: $ Commercial Automobile Liability All Autos G Owned Autos Non -Owned & Hired Autos Commencement Date: Expiration Date: Each Occurrence: $ Workers' Compensation — Statutory Employers Liability Commencement Date: Expiration Date: E.L. Each Accident $ E.L. Disease Each Employee $ E.L. Disease Policy Limit $ Excess/Umbrella Liability Commencement Date: Expiration Date: Each Occurrence: $ General Aggregate: $ CO LTR COMPANIES AFFORDING COVERAGE A. M. BEST 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. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications 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 any and all activities or work performed on district premises Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to those operations, uses, occupations, acts, and activities described generally above, including activities of the named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named insured. 2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self -insured retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by insurance for the named insured. 3. This endorsement shall include a waiver of transfer of rights of recovery against the San Diego Unified Port District ("Waiver of Subrogation"). 4. The policy(ies) listed on this endorsement will apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 5. As respects the policy(ies) 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. 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: San Diego Unified Port District do Ebix BPO P.O. Box 100085 — 185 Duluth, GA 30096 — OR — Email to: sdupd(&prod.certificatesnow.com Fax: 1-866-866-6516 Agreement No. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 2 RESOLUTION NO. 2017 — 59 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND THE SAN DIEGO UNIFIED PORT DISTRICT TO RECEIVE FISCAL YEAR 2017 TIDELANDS ACTIVATION GRANT FUNDS IN THE AMOUNT OF $5,000 AND SERVICE FEE WAIVERS IN THE AMOUNT OF $5,000 FOR THE NATIONAL CITY AQUATIC CENTER AQUATIC ADVENTURES BY THE BAY ON MAY 27, AND AUTHORIZING THE ESTABLISHMENT OF AN APPROPRIATION AND CORRESPONDING REVENUE BUDGET IN THE AMOUNT OF $5,000 WHEREAS, in an effort to support a vibrant and active waterfront, the San Diego Unified Port District (the "Port") offers sponsorship of community organized events through the Tidelands Activation Program ("TAP"); and WHEREAS, events are selected through a rigorous public evaluation process led by the TAP Advisory Committee that includes members of the community; and WHEREAS, in April 2016, the Port awarded $5,000 in Fiscal Year 2017 Tidelands Activation Grant funds to the City of National City and $5,000 in service fee waivers for the National City Aquatic Center Aquatic Adventures by the Bay on Saturday, May 27, 2017, from 10:00 a.m. to 2:00 p.m., at the National City Aquatic Center and Pepper Park; and WHEREAS, in order to receive Port funding and services, the City is required to enter into an Agreement for National City Aquatic Center Activation Series with the Port; and WHEREAS, the City of National City shall be compensated and reimbursed by the San Diego Unified Port District on the basis of invoices submitted. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute an Agreement for National City Aquatic Center Activation Series between the City of National City and San Diego Unified Port District to receive Fiscal Year 2017 Tidelands Activation Grant funds in the amount of $5,000 and service fee waivers of $5,000 for National City Aquatic Center Aquatic Adventures by the Bay on Saturday, May 27, 2017, from 10:00 a.m. to 2:00 p.m., at the National City Aquatic Center and Pepper Park. BE IT FURTHER RESOLVED that the City Council authorizes the establishment of a Fiscal Year 2017 appropriation and a corresponding revenue budget in the amount of $5,000. [Signature Page to Follow] Resolution No. 2017 — 59 Page Two PASSED and ADOPTED this 18th day of April, 2017. Rd /lorrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, Ill Interim City Attorney Passed and adopted by the Council of the City of National City, California, on April 18, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California AAZItJAP City C erk of the City of Notional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-59 of the City of National City, California, passed and adopted by the Council of said City on April 18, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C10VI•QI roc-A-a6 MEETING DATE: April 18, 2017 AGENDA ITEM NO. 19 rEM TITLE: Resolution of the City Council of the City of National City authorizing the City Manager to execute an agreement between the City of National City and the San Diego Unified Port District to receive FY17 Tidelands Activation Grant funds of $5,000 and service fee waivers of $5,000 for the National City Aquatic Center Activation Series, and authorizing the establishment of fund appropriations of $5,000 and corresponding revenue budget. PREPARED BY: Audrey Denham DEPARTMENT: Community Services PHONE: 336-4243 EXPLANATION: See attached explanation. FINANCIAL STATEMENT: ACCOUNT NO. See attached financial statement. APPROVED BY: C`s� C' APPROVED. APPROVED: ENVIRONMENTAL REVIEW: This is not a project and, therefore, is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Authorize the City Manager to execute an agreement between the City of National City and the San Diego Unified Port District to receive FY17 Tidelands Activation Grant funds of $5,000 and service fee waivers of $5,000. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Agreement for National City Aquatic Center Activation Series c`N CA,MN‘OIs N 0 . Q 0%9 - 59 EXPLANATION In an effort to support a vibrant and active waterfront, the San Diego Unified Port District (the Port) offers sponsorship of community organized events through the Tidelands Activation Program (TAP). The annual grant program supports events that engage the community and inspire visitors to enjoy San Diego Bay. Events are selected through a rigorous public evaluation process led by the TAP Advisory Committee, which includes members of the community. In April 2016, the Port awarded the City of National City (the City) $5,000 in funding and $5,000 in service fee waivers for the FY17 National City Aquatic Center Activation Series. City staff will use the funds to host Aquatic Adventures by the Bay on Saturday, May 27 from 10:00 a.m. to 2:00 p.m. located at the National City Aquatic Center and Pepper Park. The free event will include opportunity drawings, youth fishing, kayaking, rowing, stand up paddle boarding, a bike rodeo, bounce houses, scavenger hunts, obstacle courses, boating and water safety information, face painting, arts and crafts, and entertainment. In order to receive Port funding and services the City must enter into an agreement with the Port; following are key terms of the agreement: City responsibilities: • Include Port logo on visual materials such as flyers, posters, banners, videos, e-headers, newspaper/magazine ads, and giveaways • Include Port logo on the City's webpage in the Events section • Include Port logo and/or mention Port on social media posts • Include Port logo and/or mention Port in press releases/media relations and City newsletter • Hang Port banner in prominent location at the event • Reserve prominent booth space for the Port to distribute promotional items and marketing materials Port responsibilities: • Financial support not to exceed $5,000 • Service fee waivers not to exceed $5,000 • Marketing and advertising support such as posting the event on Port webpage in Upcoming Events section, event creation on Facebook, and social media mentions on Facebook and Twitter • Communications and publicity support such as mention of event in list of sponsored Tidelands Activation Program events press release and inclusion in E-blast distributions to Port newsletter subscribers • Provide interactive booth with educational information and giveaways or provide materials for distribution and/or display FINANCIAL STATEMENT The City of National City shall be compensated and reimbursed by the San Diego Unified Port District on the basis of invoices submitted. The Department of Finance staff will establish the appropriation in the Reimbursable Grants Citywide Fund contract services account (282-418-058-299) and deposit reimbursements into the same fund account (282-00000-3699), thus having no financial impact on the City's General Fund budget. AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF NATIONAL CITY for NATIONAL CITY AQUATIC CENTER ACTIVATION SERIES AGREEMENT NO. 67-2017ND The parties to this Agreement are the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation (District) and the CITY OF NATIONAL CITY, a California Municipality (Service Provider). Recitals: District and Service Provider desire to enter into an agreement for promotional services at National City Aquatic Center Activation Series. 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, attached hereto and incorporated herein, as requested by District. Service Provider shall keep the Executive Director of the District or their designated representative informed of the progress of said services at all times. 2. TERM OF AGREEMENT. This Agreement shall commence on April 25, 2017 and shall terminate on August 31, 2017, 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, attached hereto and incorporated herein; District shall compensate Service Provider based on the following, subject to the limitation of the maximum expenditure provided herein: a. Maximum Expenditure. The District shall pay the Service Provider $5,000.00, and provide $5,000.00 in District Services for a maximum expenditure under this Agreement not to exceed $10,000.00. Said Agreement No. 67-2017ND Service Provider: City of National City Requesting Department. Marketing & Communications Page 1 of 14 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. b. Progress Documentation. At the District's request, 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 a. 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 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. b. 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. c. Service Provider understands and agrees that District, at all times under this Agreement, has the right to review project documents and work in Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 14 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 a. 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 -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. Agreement No 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 3 of 14 b. 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 a. 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. b. Service Provider shall comply with all Federal, State, regional and local 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. 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 14 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 District in each instance. 9. INDEMNIFY, DEFEND, HOLD HARMLESS a. Duty to Indemnify, duty to defend and hold harmless: To the fullest extent provided by law, Service Provider 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 Service Provider's officers, agents, subcontractors, employees, ("Claim"), caused by, arising out of, or related to the performance of services by Service Provider as provided for in this Agreement or related to the 2017 "National City Aquatic Center Activation Series or failure to act by Service Provider, its officers, agents, subcontractors and employees. The Service Provider'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. b. The Service Provider further agrees that the duty to indemnify, and the duty to defend the District as set forth in 9.a, requires that Service Provider 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 Service Provider provided for in this Agreement. c. 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 Agreement No. 67-2017ND Service Provider City of National City Requesting Department: Marketing & Communications Page 5 of 14 in its own defense or obtain independent legal counsel in defense of any Claim arising from the services of Service Provider provided for in this Agreement, Service Provider agrees to pay all reasonable attorneys' fees and all costs incurred by District. 10. INSURANCE REQUIREMENTS a. Service Provider shall at all times during the term of this Agreement maintain, at its expense, the following minimum levels and types of insurance: (1) Commercial General Liability (including, without limitation, Contractual Liability, Personal Injury, Advertising Injury, and Products/Completed Operations) coverages, with coverage at least as broad as Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 0001) with limits no less than one million dollars ($1,000,000) per Occurrence and two million dollars ($2,000,000) Aggregate for bodily injury, personal injury and property damage. (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, attached hereto and incorporated herein). (c) The coverage provided to the District, as an additional insured, shall be primary and any insurance or self - Agreement No. 67-2017ND Service Provider City of National City Requesting Department: Marketing & Communications Page 6 of 14 insurance maintained by the District shall be excess of the Service Provider's insurance and shall not contribute to it. (d) The Commercial General Liability policy shall be endorsed to include a waiver of transfer of rights of recovery against the District ("Waiver of Subrogation"). (2) Commercial Automobile Liability (Owned, Scheduled, Non -Owned, or Hired Automobiles) written at least as broad as Insurance Services Office Form Number CA 0001 with limits of no less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. (3) Workers' Compensation, statutory limits, is required of the Service Provider and all sub -consultants (or be a qualified self -insured) under the applicable laws and in accordance with "Workers' Compensation and Insurance Act", Division IV of the Labor Code of the State of California and any Acts amendatory thereof. Employer's Liability, in an amount of not less than one million dollars ($1,000,000) each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. This policy shall be endorsed to include a waiver of subrogation endorsement, where permitted by law. b. 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 a 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 policies must be endorsed so that the insurer(s) must notify the Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 7 of 14 District in writing at least 30 days in advance of policy cancellation. Service Provider shall also provide notice to District prior to cancellation of, or any change in, the stated coverages of insurance. c. The Certificate of Insurance must delineate the name of the insurance company affording coverage and the policy number(s) specifically referenced to each type of insurance, either on the face of the certificate or on an attachment thereto. If an addendum setting forth multiple insurance companies or underwriters is attached to the certificate of insurance, the addendum shall indicate the insurance carrier or underwriter who is the lead carrier and the applicable policy number for the CGL coverage. d. Furnishing insurance specified herein by the District will in no way relieve or limit any responsibility or obligation imposed by the Agreement or otherwise on 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. e. Service Provider may satisfy the requirements of this Section 10 by maintaining its lawful self -insured status during the term of this Agreement. Service Provider shall provide the District with a letter confirming authorized Self -Insured status. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 8 of 14 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 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. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 9 of 14 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, if any, 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 or entity, except as authorized by District or as required by law. 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 or as required by law. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 10 of 14 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 a. 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. b. 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. c. 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 11 of 14 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 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 Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 12 of 14 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. 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. a. Submit all correspondence regarding this Agreement to: Jim Hutzelman Marketing & Communications San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel: 619-686-6545 Email: jhutzel@portofsandiego.org b. The Service Provider's Authorized Representative assigned below has the authority to authorize changes to the scope, terms and conditions of this Agreement: Leslie Deese City of National City 1243 National City Blvd National City, CA 91950 Tel: 619-336-4240 Email: Ideese(a�nationalcityca.gov Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 13 of 14 c. Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representative. SAN DIEGO UNIFIED PORT DISTRICT CITY OF NATIONAL CITY Jenifer Barsell Director, Marketing & Communications Approved as to form and legality: GENERAL COUNSEL By: Assistant/Deputy Leslie Deese City Manager A manually signed copy of this Agreement transmitted by email or any other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Agreement No. 67-2017ND Service Provider: City of National City Requesting Department: Marketing & Communications Page 14 of 14 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District Promotional Services In return for a marketing sponsorship investment of $5,000 in District funding and up to $5,000 in District services, the Service Provider agrees to promote District and/or commerce, navigation, recreation, fisheries and tenant businesses on the District tidelands. The Service Provider agrees to provide the District the following in return for the marketing sponsorship investment: Event Organizer will provide: Marketing & Advertising Inclusion: • Inclusion in visual materials: o PoSD Logo in printed event art o PoSD Logo in digital event art including banners, memes, cover art, background art, and e-headers o PoSD Logo in all print advertising including newspaper and magazine ads and on giveaways and giveaway collateral • Inclusion in digital materials: o PoSD Logo on website with link to the Port's TAP page: https://www.portofsandiego.orq/recreation/tidelands-activation- program.html • Inclusion in Social Media o Facebook: Posts mentioning PoSD sponsorship tagging (portofsandiego, #SanDiegoBay and/or #GoSanDiego o Twitter: Tweets mentioning PoSD sponsorship tagging @portofsandiego , #SanDiegoBay and/or #GoSanDiego o Instagram: Posts mentioning PoSD sponsorship tagging @portofsandiego, #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Press Releases/Media Relations: o Include PoSD in list of sponsors in at least one press release, if one is generated and sent • Mention of PoSD as sponsor and inclusion of TAP Boiler statement in event specific E-blast distribution On -Site Inclusion: • Prominent PoSD TAP banner placement near stage or entry at event Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 1 of 4 • Reserved prominent space for placement of Port's TAP Booth 10x10 or 10x20 Opportunity to distribute promotional items and marketing materials at information booth or in gift bags Port of San Diego to provide: Financial Support: $5,000 Service Fee Waivers: $5,000 Marketing & Advertising support: • Inclusion of event on PoSD TAP webpage in Upcoming Events section. • Event Creation on Facebook with link back to event organization website for more information or ticket purchase • Social media mentions on Facebook (28,000 fans) and Twitter (24,500 followers) tagging handles provided by event organizer, using #SanDiegoBay and/or #GoSanDiego Communications & Publicity Inclusion: • Mention in list of sponsored Tidelands Activation Program events press release sent out by the Port annually • Inclusion in E-blast distributions to PoSD newsletter subscribers Community Events, Recreation & Tours list (1,500 subscribers) and/or Headlines list (2,500 subscribers). On -Site MarCom presence: • Interactive Booth 10x10 or 10x20 with educational information and giveaways (Tentative) • Provided materials for distribution and/or display Tidelands Activation Program Agreement: The parties acknowledge and agree the total amounts of cash and services provided by District through the 2016-17 Tidelands Activation Program may not equal the sums of cash and services granted in the Tidelands Activation Program Agreement, specifically cash and services. In such case, there is not a breach of the Tidelands Activation Program Agreement by the District. In the event the applicant disputes terms of the Tidelands Activation Program Agreement, applicant shall have no right to a credit or offset in any other agreements inclusive of the Tidelands Use & Occupancy Permit or leases between Parties. In order to ensure payment of invoices, Service Provider will forward to District proof that it provided the above -mentioned promotional services prior to June 30, 2017. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 4 District Stormwater Conditions The District is charged with prohibiting all non-stormwater discharges into the stormwater conveyance systems on District tidelands pursuant to San Diego Regional Water Quality Control Board Order No. R9-2013-0001 (NPDES Permit No. CAS0109266, "Municipal Stormwater Permit"). The District has the authority under State law to make and enforce necessary rules and regulations governing, among other things, stormwater management and discharge control. The District's stormwater regulations are found in Article 10 of the San Diego Unified Port District Code ("District Code"). Special events have been identified by the District as a potential source of non- stormwater discharges to the storm drain system and San Diego Bay. Non-stormwater discharges to the stormdrain system or the Bay are considered a violation of District Code. To prevent unauthorized discharges, the District requires the implementation and maintenance of Best Management Practices (BMPs) at special events. BMPs specific to the activities planned for each special event are to be identified prior to the event time. In addition, the following BMPs must also be implemented as applicable: • Trash dumpsters, portable toilets, or generators shall have secondary containment and located away from open stormdrain inlets or catch basins and away from the water's edge. Secondary containment for trash dumpsters may be accomplished by placing a berm around the dumpster to contain leaks. Trash dumpsters must have lids and be covered. • A spill kit is to be accessible to the event coordinator or person in charge of spill response. • Catch basins and stormdrain inlets within the event special area are to be protected with temporary screens or filters prior to the event. • Fencing is to be placed around the waterside perimeter of the event to prevent any windblown trash or debris from reaching the Bay. Where fencing is not feasible, regular and frequent trash and debris removal is to be conducted by event organizers. • Street sweeping of parking lots, streets and roads associated with the event shall be conducted as needed. • Employee training is to be conducted prior to the event to ensure that BMPs are properly implemented and maintained and so that employees are aware of the discharge prohibitions. Agreement No. 67-2017ND; Attachment A Service Provider City of National City Requesting Department: Marketing & Communications Page 3 of 4 • Documentation of BMP implementation for each special event is to be maintained and be made available for the District's review upon request. Direction related to permitted special event activities can be found in the District Jurisdictional Urban Runoff Management Document (JURMP). The JURMP is available on the District website: (https://www.portofsandiego.org/environment/clean-water.html) or by contacting the Planning and Green Port (PGP) Department, (619) 686-6283. Agreement No. 67-2017ND; Attachment A Service Provider: City of National City Requesting Department: Marketing & Communications Page 4 of 4 ATTACHMENT B COMPENSATION & INVOICING San Diego Unified Port District 1. COMPENSATION a. For the satisfactory performance and completion of the services under this Agreement, District shall pay Service Provider compensation as set forth hereunder. (1) Service Provider shall be compensated and reimbursed by District on the basis of invoices submitted. Each invoice shall include: (a) Date work performed; (b) Description of the work performed; 2 INVOICING a. Payment Documentation. Service Provider shall include the following information on each invoice submitted for payment by District. (1) Agreement No. 67-2017ND (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. and that payment has not been received." (3) Dates of service provided (4) Date of invoice (5) A unique invoice number b. District shall, at its discretion, return to Service Provider, without payment, any invoice, which has been submitted without the above information and certification phrase. c. Invoices shall be mailed to the attention of: Jim Hutzelman, Marketing Department, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112-0488. d. 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. Agreement No. 67-2017ND; Attachment B Service Provider: City of National City Requesting Department Marketing & Communications Page 1 of 2 e. 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 immediately after receipt of a proper Invoice. Agreement No. 67-2017ND; Attachment B Service Provider City of National City Requesting Department: Marketing & Communications Page 2 of 2 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District By signing this form, the authorized agent or broker certifies (1) The Policy or Policies described below have been issued is (are) in force at this time. (2) As required in the Insured's agreement(s) with the District, coverages or conditions of coverage noted on page 2 (3) Signed copies of all endorsements issued to effect require certificate. Return this form to: San Diego c/o Ebix P.O. Box Duluth, Email: Fax: 1-866-866-6516 the following: by the noted Insurer(s) [Insurance Company(ies)] to the Insured and the policies include, or have been endorsed to include, the of this certificate. coverages or conditions of coverage are attached to this Unified Port District BP() 100085 — 185 GA 30096 — OR — sdupdRprod.certificatesnow.com Name and Address of Insured (Consultant) SDUPD Agreement Number: This certificate applies to property in connection with all operations of named insureds on District all agreements 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 C All Autos 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 $ Excess/Umbrella Liability Commencement Date: Expiration Date: Each Occurrence: $ General Aggregate: $ CO LTR COMPANIES AFFORDING COVERAGE A. M. BEST 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. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications 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 any and all activities or work performed on district premises Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to those operations, uses, occupations, acts, and activities described generally above, including activities of the named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named insured. 2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self -insured retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by insurance for the named insured. 3. This endorsement shall include a waiver of transfer of rights of recovery against the San Diego Unified Port District ("Waiver of Subrogation"). 4. The policy(ies) listed on this endorsement will apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 5. As respects the policy(ies) 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. 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: San Diego Unified Port District c/o Ebix BP() P.O. Box 100085 — 185 Duluth, GA 30096 — OR — Email to: sdupdaprod.certificatesnow.com Fax: 1-866-866-6516 Agreement No. 67-2017ND Exhibit A Service Provider: City of National City Requesting Department: Marketing & Communications Page 2 of 2 RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND THE SAN DIEGO UNIFIED PORT DISTRICT TO RECEIVE FISCAL YEAR 2017 TIDELANDS ACTIVATION GRANT FUNDS IN THE AMOUNT OF $5,000 AND SERVICE FEE WAIVERS IN THE AMOUNT OF $5,000 FOR THE NATIONAL CITY AQUATIC CENTER AQUATIC ADVENTURES BY THE BAY ON MAY 27, AND AUTHORIZING THE ESTABLISHMENT OF AN APPROPRIATION AND CORRESPONDING REVENUE BUDGET IN THE AMOUNT OF $5,000 WHEREAS, in an effort to support a vibrant and active waterfront, the San Diego Unified Port District (the "Port") offers sponsorship of community organized events through the Tidelands Activation Program ("TAP"); and WHEREAS, events are selected through a rigorous public evaluation process led by the TAP Advisory Committee that includes members of the community; and WHEREAS, in April 2016, the Port awarded $5,000 in Fiscal Year 2017 Tidelands Activation Grant funds to the City of National City and $5,000 in service fee waivers for the National City Aquatic Center Aquatic Adventures by the Bay on Saturday, May 27, 2017, from 10:00 a.m. to 2:00 p.m., at the National City Aquatic Center and Pepper Park; and WHEREAS, in order to receive Port funding and services, the City is required to enter into an Agreement for National City Aquatic Center Activation Series with the Port; and WHEREAS, the City of National City shall be compensated and reimbursed by the San Diego Unified Port District on the basis of invoices submitted. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute an Agreement for National City Aquatic Center Activation Series between the City of National City and San Diego Unified Port District to receive Fiscal Year 2017 Tidelands Activation Grant funds in the amount of $5,000 and service fee waivers of $5,000 for National City Aquatic Center Aquatic Adventures by the Bay on Saturday, May 27, 2017, from 10:00 a.m. to 2:00 p.m., at the National City Aquatic Center and Pepper Park. BE IT FURTHER RESOLVED that the City Council authorizes the establishment of a Fiscal Year 2017 appropriation and a corresponding revenue budget in the amount of $5,000. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 18th day of April, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax May 9,2017 Mr. Jim Hutzelman San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Dear Mr. Hutzelman, On April 18th, 2017, Resolution No. 2017-59 was passed and adopted by the City Council of the City of National City, authorizing execution of an agreement with the San Diego Unified Port District. We are forwarding a certified copy of the above Resolution and two partially executed original agreements. Please return a fully executed original agreement to us for our files. Sincerely, /r /! Michael R. Dalla, CMC City Clerk Enclosures