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HomeMy WebLinkAboutTerra Realty Advisors, Inc. - Outdoor Advertising Billboard Signs and Real Estate Needs - First Amendment - 2025Docusign Envelope ID: B02A21FF-CAFC-4AES-8FEA-2F9708B3DCC9 FIRST AMENDMENT TO THE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TERRA REALTY ADVISORS, INC. THIS FIRST AMENDMENT TO THE AGREEMENT is entered into this 16th day of September, 2025, by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and TERRA REALTY ADVISORS, INC., a California corporation (CONSULTANT."). RECITALS WHEREAS, on January 21, 2025, CITY and CONSULTANT entered into an agreement for professional consulting services related to real estate needs, including on outdoor advertising billboards (the "Agreement"); and WHEREAS, CONSULTANT has completed the Phase I scope of services under the Agreement, and the parties to desire to proceed to Phase II services to advance two identified priority sites through entitlement, permitting, and preparation of a Request for Proposals to select a digital billboard company for development; and WHEREAS, the parties desire to amend the Agreement to modify the scope of services to authorize Phase II related to digital billboards and by increasing the not -to -exceed amount by $27,000, for a total not -to -exceed amount of $36,500. AGREEMENT NOW, THEREFORE, the parties hereto agree that: 1. The January 21, 2025 Agreement is hereby amended to modify the Scope of Services to include the Phase II services, as set forth in attached Exhibit A. 2. The January 21, 2025 Agreement is hereby amended to increase the not -to -exceed amount by $27,000 ($24,500 budget plus $2,500 in reimbursable expenses), for a total not -to - exceed amount of $36,500. 3. The parties further agree that, with the foregoing exceptions, each and every other term and provision of the January 21, 2025 Agreement shall remain in full force and effect. Page 1 of 2 City of National City and Terra Realty Advisors, Inc. Docusign Envelope ID: B02A21 FF-CAFC-4AE8-8FEA-2F9708B3DCC9 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first above written. CITY OF NATIONAL CITY By: //,i RV NWson—, Mayor Date: APPROVED AS TO FORM: By:44�� � s4ie Barry J. Sch tz City Attorney Date: %/42a" TERRA REALTY ADVISORS, INC. (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) DocuSigned by: By. S S� (Name (Title) Date: 9/17/2025 Page 2 of 2 City of National City and Terra Realty Advisors, Inc. Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 Exhibit "A" realty advisors ins PHASE II 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. This Agreement sets for the Phase II Services and is a continuation of the original agreement dated January 21, 2025 and 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 II: 1) Work with City staff and legal counsel to update the existing Sign Ordinance to permit digital LED signs at identified locations, as required. Continue with Due Diligence on each identified site including title review, spacing, flagging to confirm visuals from 1-5, strategies to meet City needs for branding and economic returns. 2) Work with City staff and legal counsel to negotiate new digital sign Lease(s) and/or Development Agreement as necessary for the three identified sites on 1-5. 3) Work with National City Mile of Cars dealer association on potential signage on National City Blvd. and wayfinding from 1-5. Consider creating a sign district. 4) Prepare and distribute a Request for Qualification and Proposal to qualified outdoor advertising sign companies for identified sites. Coordinate with City staff and legal counsel. 5) Contact Clear Channel Outdoor to convert surface street static poster sign to digital signs. Negotiate a Development Agreement to implement. 6) Coordinate with the selected sign company(s) on behalf of the Client on all matters including obtaining all local entitlements and State permits. 7) Work with City staff on design and other entitlement matters as required for each potential sign. 8) Attend one (1) Planning Commission meeting and one (1) City Council meeting. 450 Chadbourne Road Suite G, Fairfield, CA 94534 • 707-639-1000/p • 707-312-5200/f • www.terraadvisors.net Docusign Envelope ID: B02A21 FF-CAFC-4AE8-8FEA-2F9708B3DCC9 City of National City Scope of Work Page 2 of 2 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 2025/2026 The following are the hourly rates for each position: President $320.00/hr Executive Vice President $275.00/hr Senior Vice President $240.00/hr Vice President $220.00/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 II 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 II budget not to exceed amount of TWENTY FOUR THOUSAND FIVE HUNDRED ($24,500.00). 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. In addition, a budget amount of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) shall be included for reimburseable expenses including obtaining title reports on identified site, and other required information from third parties necessary to implement this phase of work, along with travel expenses. All expenses to be invoiced at cost, with no markup. 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 Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDmYY) 8/27/2025 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 Inszone Insurance Services, LLC 2721 Citrus Road, Suite A Rancho Cordova CA 95742 CONTACT NAME: Certificate Team PHONE FAX ; 877-308-9663 A/C No): 916-400-2625 ADDARESS: certs@inszoneins.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Hanover Insurance Company 22292 License#: OF82764 INSURED TERRREA-02 INSURER B : Allmerlca Financial Benefit 41840 Terra Realty Advisors, Inc. 450 Chadbourne Rd. Ste. G INSURER C; Scottsdale Indemnity Co 15580 INSURER D : Fairfield CA 94534 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:2127086008 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MOL ICY EFF POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y OHF-A736517-09 9/30/2024 9/30/2025 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE Fil OCCUR DAMAGE TO RENTE PREMISES Ea occcur ence $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO ❑ LOC X JECT PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY OHF-A736517-09 9/30/2024 9/30/2025 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ NON -OWNED HIRED IX AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR OHF-A736517-09 9/30/2024 9/30/2025 EACH OCCURRENCE $1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ In nnn $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE Y W2F-A736494-10 9/30/2024 9/30/2025 X I PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? NIA (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 C Errors and Omissions EK13543305 9/30/2024 9/30/2025 Aggregate/Each Claim $1,000,000 C Errors and Omissions EK13543305 9/30/2024 9/30/2025 Retention $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe 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. Waiver of Subrogation on the Workers Compensation. 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 AUTHORIZED REPRESENTATIVE 1243 National City Boulevard National City, CA 91950 Z @ 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 Docusign Envelope ID: B02A21 FF-CAFC-4AE8-8FEA-2F9708B3DCC9 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 Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's 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 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 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 - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to 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, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury"is otherwise excluded 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 Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 .Hanover Insurance Group_ OHFA736517 5701177 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors (a) Owners or other interests from whom a. land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or 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 Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's 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 Docusign Envelope ID: B02A21 FF-CAFC-4AE8-8FEA-2F9708B3DCC9 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION 11 - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 1:u Hanover Insurance Group, OHFA736517 5701177 o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of .your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 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 Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one 'occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance 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 of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product' and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 Docusign Envelope ID: B02A21FF-CAFC-4AE8-8FEA-2F9708B3DCC9 r`ie Hanover Insurance Group_ OHFA736517 5701177 (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and accommodations; (1) If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented 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 Docusign Envelope ID: B02A21 FF-CAFC-4AE8-8FEA-2F9708B3DCC9 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 due on such remuneration. Person or Organization CITY OF NATIONAL CITY AND ITS OFFICERS, EMPLOYEES AND VOLUNTEERS % of the California workers' compensation premium otherwise Schedule Job Description 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09/30/2025 Policy No. W2F-A736494-11 Endorsement No. 01 Insured TERRA REALTY ADVISORS, INC. Insurance Company ALLMERICA FINANCIAL BENEFIT INSURANCE Countersigned By WC 04 03 06 (Ed 04-84)