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San Diego Cyber Center of Excellence Association; 2021-05-19;
City Attorney Approved Version 6/12/18 1 AGREEMENT FOR CYBERSECURITY AWARENESS FOR SMALL BUSINESSES PILOT PROGRAM SERVICES SAN DIEGO CYBER CENTER OF EXCELLENCE THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and San Diego Cyber Center of Excellence Association, a California non-profit, ("Contractor"). RECITALS A. City requires the professional services of an organization that is experienced in regional planning and program implementation to address cybersecurity workforce, economic development and infrastructure challenges. B. Contractor has the necessary experience in providing professional services and advice related to providing sophisticated cybersecurity awareness training to small businesses. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-four thousand five hundred dollars ($34,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-four thousand five hundred dollars ($34,500) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 21 19thMay City Attorney Approved Version 6/12/18 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City or as otherwise set forth on Exhibit A. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee of Contractor under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments reasonably made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 4 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. [RESERVED] 14. [RESERVED] 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Matthew Sanford Name Lisa Easterly Title Economic Development Manager Title President & CEO Department Administrative Services Address 610 W. Ash St. Suite 700 City of Carlsbad San Diego, CA 92101 Address 1635 Faraday Ave. Phone No. 858-245-6674 Carlsbad, CA 92008 Email lisa.easterly@sdccoe.org Phone No. 760-607-2923 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 5 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to recommend a solution to the problem. Nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 6 prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. SAN DIEGO CYBER CENTER OF EXCELLENCE, a California non-profit CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) DAVID GRAHAM Chief Innovation Officer Lisa Easterly, President & CEO (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON Victor Ramsauer, CFO & Treasurer City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Problem Statement The COVID-19 pandemic and surge in remote work is putting more companies at risk of costly cyberattacks and data breaches. Nearly a third of data breaches in 2020 involved small businesses (Verizon Business 2020 Data Breach Investigations Report), many that were already economically impacted by the pandemic. And, according to Cybint, 95% of cybersecurity breaches are caused by human error. In Carlsbad and the surrounding San Diego region, many of these small businesses are part of the ecosystem that support key industries like defense and life sciences, creating potential access to larger targets. Unfortunately, most of these companies lack the internal resources to ensure end-to-end security and employee training leaving them vulnerable to costly breaches and potential business loss in the current economic climate. Proposed City of Carlsbad Cybersecurity Awareness Pilot Contractor seeks to work with the City to provide resources for its businesses that may be vulnerable to cyber threats at a time when they are also economically impacted by the pandemic. Contractor proposes leveraging San Diego’s sophisticated cyber industry to provide basic cybersecurity awareness training to Carlsbad small businesses, at no cost to participants. The initial one-year pilot program would target up to 250 small to medium-sized businesses identified by the City to participate in two cohorts beginning in May and October, National Cybersecurity Awareness Month. Each cohort will kick-off with a webinar highlighting the resources available to the participants outlined below, marketed by the City and Contractor. Pilot Resources Contractor will provide the two cohorts with an FBI Executive Briefing and each participating company will be offered to receive Mastercard RiskRecon Cyber Risk Scan Snapshots, ESET Cybersecurity Awareness Employee Training and connectivity to San Diego’s cyber industry. Federal Bureau of Investigation (FBI) Executive Briefings Special Agents from the San Diego field office will provide a customized briefing to each cohort about the current risk landscape including specific domain and counterintelligence threats, mitigation strategies and available resources. Contractor and the FBI will provide all participants with a post-event summary to share internally including key contacts and resources. Cyber Risk Scan Snapshots Contractor will work with Mastercard RiskRecon to arrange for Mastercard to provide cyber letter grades and reports to cohort participants at the inception of the pilot and at a milestone during the program. These grades and reports highlight the company’s public cyber profile including cyber hygiene and potential vulnerabilities based on prevalence and severity. Mastercard RiskRecon will also provide cohort and full pilot portfolio ratings, facilitating comparisons and insights into the digital health of Carlsbad’s small business ecosystem at the inception and completion of the pilot. Mastercard RiskRecon sources only public data in the assessment of the grades and reports similar to a financial credit score, requiring no private or proprietary information from the participants. Cohort companies can utilize the information to gain a wholistic understanding of their internet risk surface and related exposure, third party risk assessments and performance benchmarked against peers and competitors. Mastercard RiskRecon has agreed to offer a discounted renewal for companies that would like to continue the subscription beyond the complimentary period. DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 9 Cybersecurity Employee Awareness Training ESET will offer free 90-day subscriptions to their premium cybersecurity awareness training for employees. The training will be accessible to all employees of the cohort companies – online and on demand. It focuses on phishing, social engineering, compromised passwords and weak network security that can expose a business to hackers. Employers can monitor employee completions and institute company-wide tests to ensure continued cyber hygiene. ESET will offer a discounted renewal for cohort companies that would like to continue the subscription beyond the complimentary period. Connectivity to Contractor’s Members and Partners Contractor will provide cohort companies with connectivity and referrals to San Diego’s cyber ecosystem – including the commercial and defense industries, academia and government – for additional cybersecurity products and services, talent sourcing and workforce development. At the conclusion of the pilot, Contractor and the City will survey participants to gauge the value to businesses and bolstering of their cybersecurity preparedness. Contractor and the City will then incorporate the feedback on a plan to scale the program to potentially include additional cohorts and participating vendors and create a replicable model for other jurisdictions. Mastercard City Possible Case Study Upon authorization from the City Manager and the City’s Communications Department, the City of Carlsbad Cybersecurity Awareness Pilot will serve as a testing ground to raise regional cybersecurity awareness and preparedness through collaboration with the local cybersecurity industry. Mastercard has indicated it is interested in publishing a case study on the pilot as part of the City Possible campaign, showcasing how to put the digital economy to work for everyone, everywhere – by deploying data insights, technology and human capital to tackle pressing global challenges. Mastercard will showcase how the City and Contractor are helping achieve resiliency and sustainable growth by deploying innovative infrastructure, partnerships and technology. The collaborative case study will be shared with the City Possible Global Network of over 500+ cities in 50+ countries. DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 City Attorney Approved Version 6/12/18 10 FEES The project will cost $34,500 for the one-year pilot with cohorts beginning in May and October 2021, from Carlsbad with additional services and support provided by Contractor’s partner organizations. Below is the cost breakdown: • CCOE Personnel and Program Management Expenses: $10,000 o Program Manager: $125/hour o Program Coordinator: $60/hour • Contractual: $24,500 o Mastercard RiskRecon Assessment Tool ▪ 250 Cohort Companies Ratings and Reports (two snapshot ratings and reports per company at pilot inception and program milestone) ▪ Cohort and Full Pilot Portfolio On-Demand Ratings ▪ 5 Continuous Monitoring Profiles (for pilot use) ▪ Dedicated Mastercard RiskRecon Account Manager and Technical Support DocuSign Envelope ID: 3AFE4967-A730-4652-9ED9-88E0BE6128D3 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC License #0F15767 4275 Executive Square, Suite 600 La Jolla CA 92037 (858) 587-3100 Cyber Center of Excellence Association 610 W Ash St., Ste. 701 San Diego CA 92101 CYBCE01 Valley Forge Insurance Company 20508 X X 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX A 6020694470 8/27/2020 8/27/2021 A 6020694470 8/27/2020 8/27/2021 NOT APPLICABLE NOT APPLICABLE 8/27/2021 1492522 N N N N 5/4/2021 17550605 17550605 XXXXXXX City of Carlsbad Attn: Office of Economic Development 1635 Faraday Ave. Carlsbad CA 92008 X CNA Connect Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 6020694470 VALLEY FORGE INSURANCE COMPANY 08/27/2020 08/27/2021 151 N Franklin CHICAGO, IL 60606 INSURED NAME AND ADDRESS Cyber Center of Excellence Association 610 W ASH ST STE 701 SAN DIEGO, CA 92101 AGENCY NUMBER AGENCY NAME AND ADDRESS 050890 LOCKTON COMPANIES LLC-PACIFIC SERIES 4275 EXECUTIVE SQUARE, #600 LA JOLLA, CA 92037 Phone Number: (213)689-0065 BRANCH NUMBER BRANCH NAME AND ADDRESS 244 SAN DIEGO BRANCH 1455 FRAZEE ROAD SAN DIEGO, CA 92108 Phone Number: (619)682-3550 This policy becomes effective and expires at 12:01 A.M. standard time at your mailing address on the dates shown above. This endorsement changes your policy. Please read it carefully. This Endorsement Results In No Change In Premium. The Named Insured Audit Period is Not Auditable INSURED Page 1 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 6020694470 Cyber Center of Excellence Association 610 W ASH ST STE 701 SAN DIEGO, CA 92101 SCHEDULE OF LOCATIONS AND COVERAGE LOCATION BUILDING1 1 610 W ASH ST STE 701 SAN DIEGO, CA 92101 Construction: Modified Fire Resistive Class Description: Computer Related Services, Noc Inflation Guard 3% INSURED Page 2 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 6020694470 Cyber Center of Excellence Association 610 W ASH ST STE 701 SAN DIEGO, CA 92101 ADDITIONAL INTEREST SCHEDULE LOCATION BUILDING1 1 The following has been added to your policy effective 05/03/2021 Type:Designated Person or Organization Additional Interest Name and Address: CITY OF CARLSBAD 1635 Faraday Avenue CARLSBAD , CA 92008 INSURED Page 3 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 6020694470 Cyber Center of Excellence Association 610 W ASH ST STE 701 SAN DIEGO, CA 92101 FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON The following forms have been added to your policy, effective 05/03/2021 FORM NUMBER FORM TITLE G56015B 11/1991 ENDORSEMENT EFFECTIVE 05/03/2021 COMMERCIAL GENERAL LIABILITY The following forms have been added to your policy, effective 05/03/2021 FORM NUMBER FORM TITLE SB300113D 06/2016 Addl Insured - Designated Person or Organization Countersignature SB-146895-A (Ed. 01/06)INSURED Page 4 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 6020694470 Cyber Center of Excellence Association 610 W ASH ST STE 701 SAN DIEGO, CA 92101 POLICY CHANGES ENDORSEMENT EFFECTIVE 05/03/2021 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. The following Additional Insured(s) has (have) been added: Type: Designated Person or Organization Name: City of Carlsbad Name 2: Address: 1635 Faraday Avenue Address 2: City: CARLSBAD State: CA Zip Code: 92008 G-56015-B (ED. 11/91) SB300113D (Ed.6-16) ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Information required to complete this Schedule,if not shown on this endorsement,will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A.The person or organization shown in the Schedule is an insured,but only with respect to such person or organization's liability for "bodily injury,""property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: 1.in the performance of your ongoing operations;or 2.in connection with premises owned by or rented to you. B.However,if coverage for the additional insured is required by written contract or written agreement,subject always to the terms and conditions of this policy,including the limits of insurance,we will not provide such additional insured with: 1.coverage broader than required by such contract or agreement;or 2.a higher limit of insurance than required by such contract or agreement. C.The coverage granted by this endorsement does not apply to "bodily injury"or "property damage"included within the "products-completed operations hazard." Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. SB300113D (Ed.6-16) Page 1 of 1 Copyright,CNA All Rights Reserved.20020007060206944705374