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Terra Realty Advisors - Ourdoor Advertising Billboard Signs and Real Estate Needs - 2025
r Docusign Envelope ID:94781 FE0-2ABE-4417-8792-772A3D116FDF AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TERRA REALTY ADVISORS THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation("CITY"), and TERRA REALTY ADVISORS, INC. (CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide advice and represent the City, as directed, in connection with various real estate needs including Outdoor Advertising Billboard sign(s), and shall perform these services and carry out such other responsibilities as are outlined in the attached Scope of Services. WHEREAS, the CITY has determined that the CONSULTANT is a realty advisor and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide advice and represent the City, as directed, in connection with various real estate needs including Outdoor Advertising Billboard sign(s),and shall perform these services and carry out such other responsibilities as are outlined in the attached Scope of Services, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONSULTANT.The duration of this Agreement is from January 21, 2025 through January 21, 2026. Completion dates or time durations for specific portions of the project are set forth in Exhibit"A". 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit"A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services,except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit"A"to keep staff and City Council advised of the progress on the project. Standard Agreement Page 1 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Benjamin A. Martinez hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement.The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Scott Sheldon thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed.Billings shall include labor classifications, respective rates, hours worked and, also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $9,500.00. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit"A". Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit"A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3)years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work,the manner of performance,and/or the compensation payable to the CONSULTANT in this Agreement,the CITY or the CONSULTANT shall give to the other written notice.Within ten(10) business days,the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and(3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work Standard Agreement Page 2 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction,which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use,reuse,alter,reproduce,modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 15, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT's employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees,and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY,nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein,shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City,whether now in force or subsequently enacted.The CONSULTANT and each of its SUBCONSULTANT(S),shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. Standard Agreement Page 3 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781FE0-2ABE-4417-B792-772A3D116FDF 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license,permit, or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations.The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now,nor has it for the five(5)years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform,within the time requirements of the CITY,or,when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise,the CONSULTANT warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available.Any failure by the CONSULTANT to use due diligence under this sub-section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified,then within a commercially reasonable time. 13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements.Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status,national origin,physical handicap, or medical condition. Such action shall include,but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training,including apprenticeship.The CONSULTANT agrees to post in conspicuous Standard Agreement Page 4 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 15. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY.The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 15, however, shall not apply to any part of the information that(i)has been disclosed in publicly available sources of information;(ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports,recommendations,conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY.In its performance hereunder,the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition,pursuant to the provisions of Section 16. 16. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability,loss,damages to property,injuries to,or death of any person or persons,and all claims, demands, suits,actions,proceedings,reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY,its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel,reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 17. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 17.1 PERS Eligibility Indemnification. If CONSULTANT's employee(s) providing services under this Agreement claims,or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS")to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well Standard Agreement Page 5 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONSULTANT'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits;or(5)be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT's employees hereby waive any claims to benefits or compensation described in this Section 17. This Section 17 applies to CONSULTANT notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary. 17.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave,or other fringe benefits applicable to CITY employees.The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 17.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or(3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 18. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands,payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented,brought,or recovered against the CITY or its officers,employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 19. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement,the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions)with minimum limits of$1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 Standard Agreement Page 6 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781FE0-2ABE-4417-B792-772A3D116FDF combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance,with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a$2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this"project"or"location". The"project"or"location"should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT's employees and employers' liability insurance with limits of at least$1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,officials,employees,and volunteers,so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a"claims made" rather than "occurrence"form,the CONSULTANT shall maintain such insurance coverage for three(3)years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide,or a company of equal financial stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non- admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers("LASLI")and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all insurance policies required by this Section 19 in full force and effect at all times during the term of this Agreement, the CITY may Standard Agreement Page 7 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781FE0-2ABE-4417-B792-772A3D116FDF treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000)must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 19, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits(or both) than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher limits(or both)maintained by the CONSULTANT.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 20. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement,then in that event,the prevailing party in such action or dispute,whether by final judgment or out-of-court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit,including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall,in addition,be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 21. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon sixty (60) day's written notice to the CONSULTANT.During said sixty(60)day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination,not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors;or(3)a business reorganization, change in business name, or change in business status of the CONSULTANT. Standard Agreement Page 8 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781FE0-2ABE-4417-B792-772A3D116FDF 22. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail,the business day following its deposit in such overnight mail facility,(iii)if mailed by registered, certified, or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service,(iv)if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or(v) if given by telex, telecopy, facsimile, or fax, when sent. Any notice, request, demand, direction, or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Benjamin A. Martinez City Manager City of National City 1243 National City Boulevard National City,CA 91950-4397 To CONSULTANT: Scott Sheldon President Terra Realty Advisors 450 Chadbourne Road, Suite G Fairfield,CA 94534 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice,demand, request, or communication sent. Any notice, request, demand, direction, or other communication sent by cable,telex,telecopy,facsimile,or fax must be confirmed within forty-eight(48)hours by letter mailed or delivered as specified in this Section. 23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect,without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code.The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. Standard Agreement Page 9 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically,the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs, or expenses the CITY may suffer by virtue of any violation of this Section 23 by the CONSULTANT. 24. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code,including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.Consultant is solely responsible to determine if state prevailing wage rates apply and, if applicable,pay such rates in accordance with all laws,ordinances, rules, and regulations. 25. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday, or federal, state, or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which,together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment&Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. Standard Agreement Page 10 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF J. Audit. If this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation,or promise made by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work,unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY,both the insurance provisions in Section 19 and the indemnification and hold harmless provision of Section 16 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength,(ii)each party has actively participated in the drafting,preparation,and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and(vi)any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY TERRA REALTY ADVISORS (Corporation—signatures of two corporate officers required) (Partnership or Sole proprietorship—one signature) e—Doeu3igned by: By: 1` 1Q3C141L SIu,1,olew Benjamin A. Martinez tcotr ieidon City Manager President �s Date: o� a�125 Date: oila‘l Standard Agreement Page 11 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781FE0-2ABE-4417-B792-772A3D116FDF APPROVED AS TO FORM: By: b3a,viiii Barry Jofi City Attorney Date: /AJ/Z.S— CONTACT INFORMATION CITY OF NATIONAL CITY TERRA REALTY ADVISORY 1243 National City Boulevard 450 Chadbourne Road, Suite G National City, CA 91950-4397 Fairfield, CA 94534 Phone: (619)336-4523 Contact: Benjamin A. Martinez Phone: 707-639-1000 Title: City Manager Fax: 707-312-5200 Dept.: City Manager's Office Contact: Scott Sheldon Email: bainez@nationalcityca.gov Title: President Email: ssheldon@tra-inc.net Taxpayer I.D.No.: 43-1970147 Standard Agreement Page 12 of 12 City of National City and Terra Advisors Inc. Revised January 2024 Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF Exhibit'A' F!I TERRA realty advisors inc SCOPE OF SERVICES Terra Realty Advisors, Inc, (TRA) who specializes in collaborating with public agencies, shall represent and provide advice to the City of National City ("Client"), as directed, in connection with their various real estate needs including Outdoor Advertising Billboard sign(s), and shall perform these services and carry out such other responsibilities as are set forth herein, and any additional duties and responsibilities as are reasonably within the general scope of such services and responsibilities as designated from time to time by the Client. Services shall be performed in the name, and on behalf of Client, and shall consist of the duties set forth herein; provided, however, the performance of any duty by TRA is not beyond the reasonable control of TRA: Phase I Proposed New Digital Sign(s): (1) Research and due diligence on potential digital sign locations on 1-5, with 3 sites identified as potential sites for a digital sign. Prepare a summary report on all findings, opportunities and constraints. a.Site #1: Wilson between 17th & 18th Streets, City owned property b.Site #2: Civic Center Drive @ McKinley Avenue, City owned property c. Site #3: Rosevelt Avenue @ W. 8th Street, private owner(ARCO location) (2) Due Diligence on each site including title review, spacing, flagging to confirm visuals from 1-5, strategies to meet City needs. Two meetings with staff. (3) Work with City staff and legal counsel to update the existing Sign Ordinance to permit digital LED signs at identified locations, as required. (4) Work with Caltrans to potentially change the current Landscape Freeway designation at all identified billboard locations, if required. (5) One meeting with the City Council to outline the potential opportunities and economic impacts to the City. (6) Review the existing agreement, and provide context and potential strategies regarding the existing digital sign located on City property at W. 30th Street. Phase II As Directed: 1) Prepare and distribute a Request for Qualification and Proposal to qualified outdoor advertising sign companies for identified sites. As directed, work with the private party on identifying a sign company and potential economics to the City. Coordinate with City staff and legal counsel. 450 Chadbourne Road Suite G, Fairfield, CA 94534 • 707-639-1000/p • 707-312-5200/f • www.terraadvisors.net Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D 116FDF City of National City Scope of Work Page 2 of 3 2) Work with City staff and legal counsel to negotiate new digital sign Lease(s) and/or Development Agreement as necessary for all identified sites. 3) Coordinate with the selected sign company(s) on behalf of the Client on all matters including obtaining all local entitlements and State permits. 4) Work with City staff on design and other entitlement matters as required for each potential sign. 5) Attend one (1) Planning Commission meeting and one (1) City Council meeting. 450 Chadbourne Road Suite G, Fairfield, CA 94534 • 707.639.100/p • 707.312.5200 • www.terraadvisors.net Docusign Envelope ID:94781 FE0-2ABE-4417-B792-772A3D116FDF City of National City Scope of Work Page 3of3 Compensation of the Consultant In its capacity under this Agreement, TRA shall receive fees, as set forth in the Rate Schedule as referenced herein, which rates may be adjusted annually on July 1. RATE SCHEDULE 2024/2025 The following are the hourly rates for each position: President $310.00/hr Executive Vice President $265.00/hr Senior Vice President $230.00/hr Vice President $210.00/hr Director of Due Diligence/Research $150.00/hr Administrative/Clerical $ 95.00/hr Invoices will be issued monthly and will be due and payable upon receipt. All other costs, such as phone, fax, or travel outside the Bay Area or Sacramento, overnight delivery charges, blueprints, etc., and additional costs, shall be reimbursed at cost. All payments will be delinquent after 30 days and shall bear interest at 1 1/2% per month. The following Phase I Scope is an estimate of fees likely to be incurred for our services based on the attached Scope of Services. It is industry standard for the sign companies wishing to develop signs and receive a Development Agreement to pay an additional fee to the Agency to defray the costs of various consultants and legal counsel services, which will reduce the Clients initial cost. Per the attached Scope of Work we estimate the following fees: Phase I budget not to exceed amount of NINE THOUSAND FIVE HUNDRED ($9,500.00). An estimate is not a fixed fee and does not constitute a commitment to perform services for that amount, or an obligation for the Client to pay that amount. Client consent will be obtained before TRA charges for fees that exceed the stated budget. If there is an identified site(s), TRA will prepare an updated Scope of Services, similar to the Phase II Scope outlined in this agreement. Preparing to serve or serving as a consultant or witness in any litigation, arbitration or other legal proceedings are additional costs, and will be charged at 1.5 times the hourly rates as shown above. 450 Chadbourne Road Suite G, Fairfield, CA 94534 • 707.639.100/p • 707.312.5200 • www.terraadvisors.net ACC CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12/17/2024 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). PRODUCER CONTACT Inszone Insurance Services, LLC PHONE Certificate Team FAX 2721 Citrus Road, Suite A JA/C.No.Extl:877-308-9663 (A/C.No):916-400-2625 Rancho Cordova CA 95742 ADDRESS: certs@inszoneins.com INSURER(S)AFFORDING COVERAGE NAIC# License#:OF82764 INSURER A:Hanover Insurance Company 22292 INSURED TERRREA-02 INSURER B:Allmerica Financial Benefit 41840 Terra Realty Advisors, Inc. 450 Chadbourne Rd. Ste. G INSURERC: Fairfield CA 94534 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:731505931 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP/Y LIMITS LTR INSD WVD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y OHF-A736517-09 9/30/2024 9/30/2025 EACH OCCURRENCE $2,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $300,000 X Prof.E&O - MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRO POLICY X JECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: E&O $1,000,000 A AUTOMOBILE LIABILITY OHF-A736517-09 9/30/2024 9/30/2025 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR OHF-A736517-09 9/30/2024 9/30/2025 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1n f70n $ B WORKERS COMPENSATION W2F-A736494-10 9/30/2024 9/30/2025 X AND EMPLOYERS'LIABILITY STATUTE OTH- ER Y N ANYPROPRIETOR/PARTNER/EXECUTIVE / E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Site#1:Wilson between 17th&18th Streets,City owned property;Site#2:Civic Center Drive @ McKinley Avenue,City owned property;Site#2:Civic Center Drive @ McKinley Avenue,City owned property. Additional Insured on the General Liability.Primary and Non-Contributory on the General Liability. The aforementioned coverage is provided to the extent in the attached forms for:City of National City and its officers,agents,employees,and volunteers CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of National City ACCORDANCE WITH THE POLICY PROVISIONS. C/O Michael Gomez, Risk Manager 1243 National City Boulevard AUTHORIZED REPRESENTATIVE National City, CA 91950 I �~ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE Policy Number: OHF-A736517-09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage- Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMTs and Paramedics) Included 3 6. Personal and Advertising Injury- Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 1 of 6 Hanover Insurance Group.. OHFA736517 5701177 C. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured - Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured - Broad Form Vendors Owners or other interests from whom a. Any person or organization that is a vendor (a) with whom you agreed in a written contract land has been leased if the or written agreement to include as an "occurrence" takes place or the additional insured under this Coverage Part offense is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor s business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodilyinjury", "property damage" or provided to any other insured; and J Y , r P Y g Does not apply if the "bodilyinjury", "personal and advertising injury" arising (4) PP Y 1 Y", out of the rendering of or the failure to "property damage" or "personal and render any professional services, advertising injury" is otherwise excluded even if the claims from coverage under this Coverage Part, This exclusion appliesincluding any endorsements thereto against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal (1) "Bodilyinjury" or "property dams e" for and advertising injury" involved the Y" . g rendering of or failure to render any which the vendor is obligated to pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment,Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else acting on its behalf. However, this Paragraph (4) does not apply to "property exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - course of business, in connection with the distribution or sale of the LIABILITY, F. Liability and Medical Expenses products. Definitions: (9) "Bodily injury" or "property damage" 1. "Customers goods" means property of arising out of an "occurrence" that took your customer on your premises for the place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMTs or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 3 of 6 (...„-- H'aenover Insurance Group.. OHFA736517 5701177 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury - Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses c , inadequacy or dangerous Definitions, Definition 14. "Personal and conditionditi y in it, but this exclusion does advertising injury": not apply to "product recall expenses" that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, does not apply to "product recall but only if such "discrimination" is: expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination of any person or persons by an insured. "yourproduct" which has been recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had treatment of individuals based upon race, teason to know at the inception of this insurance; color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products' coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for Number of products" the purposes of determining the Limits of (3) "yourInsurance. withdrawn. b. The Product Recall Expense Aggregate d. The following is added to SECTION II - Lhe ist the moste that we wille reimburseat LIABILITY, E. Liability and Medical Expense you for the sum of all "product re sll General Conditions, 2. Duties in the Event of expenses" incurred for all "covered Occurrence, Offense, Claim or Suit: recalls" initiated during the policy period. You must see to it that the following are c. The Product Recall Each Occurrence done in the event of an actual or anticipated "covered recall" that may result in "product Limit is the most we will pay in recall expense": connection with any one defect or deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must be withdrawn y recalled. Include a connection with substantially the same harmful condition will be description of "your product" and the generalreason for the withdrawal or recall; deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Any amount reimbursed for "product distribution of like or similar products recall expenses" in connection with any until it has arebeen determined that all one "occurrence" will reduce the amount such products u free from defectsne that of the Product Recall Expense Aggregate could be a cause of loss under this insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or "property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 5 of 6 Eq'Hanover Insurance Group OHFA736517 5701177 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements thereto. than your regular "employees"; (5) Expenses incurred by"employees" 8. Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9. Unintentional Failure to Notify required to avoid "bodily injury" or "property damage" as a result The following is added to SECTION II - of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence, Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or"suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Form Wm9 Request for Taxpayer Give Form to the (Rev.January2011) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax return) Terra Realty Advisors, Inc. N Business name/disregarded entity name,if different from above ar or m a Check appropriate box for federal tax c ° classification(required): ❑ Individual/sole proprietor ® C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate c ao ❑ Limited liability company.Enter the tax classification(C=C corporation.S=S corporation,P=partnership)► ❑Exempt payee 0 N C u ❑ Other(see instructions)► uAddress(number,street,and apt.or surte no.) Requester's name and address(optional) g 450 Chadbourne Road Suite G City,state,and ZIP code (93 Fairfield, CA 94534 List account number(s)here(optional) Part I Taxpayer identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number to avoid backup withholding.For Individuals,this Is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other — — entities,it Is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page 3. Note.If the account is In more than one name,see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 4 3 - 1 9 7 0 1 4 7 Part II Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. I am a U.S.citizen or other U.S.person(defined below). Certification instructions.You must cross o Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest . d dividends on our tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment• -ecured p r,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than Interest an dividends ou 'not required to sign the certification,but you must provide your correct TIN.See the instructions on page 4. Sign Signature of Here U.S.person► Date► October 31, 2024 General Ins#ruc#io1444 Note.If a requester gives you a form other than Form W-9 to request Section references are to the In erne!Revenue Code unless otherwise your TIN,you must use the requester's form If it Is substantially similar to this Form W-9. noted. Definition of a U.S.person.For federal tax purposes,you are Purpose of Form considered a U.S.person if you are: A person who is required to file an Information return with the IRS must • individual who is a U.S.citizen or U.S.resident alien, obtain your correct taxpayer identification number(TIN)to report,for •A partnership,corporation,company,or association created or example,Income paid to you,real estate transactions,mortgage Interest organized in the United States or under the laws of the United States, you paid,acquisition or abandonment of secured property,cancellation •An estate(other than a foreign estate),or of debt,or contributions you made to an IRA. Use Form W-9 only if you are a U.S.person(including a resident •A domestic trust(as defined in Regulations section 301.7701-7). alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or requester)and,when applicable,to: business in the United States are generally required to pay a withholding 1.Certify that the TIN you are giving is correct(or you are waiting for a tax on any foreign partners'share of income from such business. Further,In certain cases where a Form W-9 has not been received,a number to be issued), partnership is required to presume that a partner is a foreign person, 2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a 3.Claim exemption from backup withholding if you are a U.S.exempt partner in a partnership conducting a trade or business in the United payee.If applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership income from a U.S.trade or business status and avoid withholding on your share of partnership income. Is not subject to the withholding tax on foreign partners'share of effectively connected income. Cat.No.10231X Form W-9(Rev.1-2011)