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Alchemy San Diego - Bay Marina Drive Strategic Activation Study - 2026
Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ALCHEMY SAN DIEGO THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and Alchemy San Diego, a sole proprietership. (CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a strategic activation study for City-owned property on Bay Marina Drive and to identify and recommend viable interim uses,programming concepts,and engagement strategies that enhance site value,and support future development.CONSULTANT 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 possesses the necessary expertise in strategic activation, urban planning, and stakeholder engagement, 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 AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide a strategic activation study for City-owned property on Bay Marina Drive and to identify and recommend viable interim uses,programming concepts,and engagement strategies that enhance site value,and support future development,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 April 9,2026 through June 30,2027. 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 CITY personnel for such services, except as authorized in advance by Standard Agreement Page 1 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC the CITY in writing. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or on 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. Pedro Garcia 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—Ron Troyano - to provide supervision and have overall responsibility for the progress and execution of this Agreement 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 $9,000.00. 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 supporting their position and file it 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. All 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. Standard Agreement Page 2 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings,plans, specifications, or other work 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. CONSULTANT will act in an independent capacity. 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, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees. CONSULTANT acknowledges 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 Standard Agreement Page 3 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F11 OAOEC 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. 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, Standard Agreement Page 4 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 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 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. Standard Agreement Page 5 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC 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 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 Standard Agreement Page 6 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 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 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. E. 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. F. 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. G. 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. Standard Agreement Page 7 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC H. 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 I. 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. J. 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 treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. 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. L. 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 fmal 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. /// Standard Agreement Page 8 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 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. B. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. C. 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. D. 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. 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: Pedro Garcia Community Development Specialist III City of National City Standard Agreement Page 9 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Ron Troyano Owner Alchemy San Diego 372 Second Avenue Chula Vista, CA 91910 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 fmancial 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. ❑ 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. /// Standard Agreement Page 10 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 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. 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 Standard Agreement Page 11 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110A0EC 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 ALCHEMY SAN DIEGO (Corporation—signatures of two corporate officers required) (Partnership or Sole proprietorship—one signature) Sipnsd by: By: By: r � 4n2Mangani o y Ron2Troyano 5.. Acting City Manager Owner Date: 5/12/2026 Date: APPROVED AS TO FORM: By: Heidi Skinner Interim City Attorney Standard Agreement Page 12 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC Date: CONTACT INFORMATION CITY OF NATIONAL CITY ALCHEMY SAN DIEGO 1243 National City Boulevard 372 Second Avenue National City, CA 91950-4397 Chula Vista, CA 91910 Phone: (619) 336-4216 Contact: Pedro Garcia Phone: 619-306-4071 Title: Community Development Specilaist Contact: Ron Troyano III Title: Owner Dept.: City Manager's Office Email: rontroyano@alchemysandiego.com Email: pgarcia@nationalcityca.gov Taxpayer I.D. No.: 81-5425628 Standard Agreement Page 13 of 13 City of National City and Alchemy San Diego Revised January 2024 Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC ALCHEIAY Exhibit A SAN DIE(O May 12, 2026 Pedro Garcia Community Development Specialist III City Manager's Office City of National City 1243 National City Blvd., National City, CA 91950 Pedro, Thank you for the opportunity to prepare a proposal for the Strategic Activation of parcels in National City. Our approach to strategic activation is grounded in a proven process that integrates due diligence, site analysis, and community and stakeholder engagement. This work informs a cohesive strategy that brings together an integrated communications plan, a site enhancement and public realm framework, and a tailored programmatic and activation plan —each interconnected through the lens of tenant attraction and engagement. Phases & Deliverables: Phase One: Due Diligence and Analysis: the consolidated but thorough review of the following categories are the foundation for creating the Pillars - a site specific value system, which will be the basis for messaging, brand, communications, programming and outreach. Urban Planning: Identify key concepts and focal areas to inform the strategic plan and next steps to engage potential activators. • Site Analysis: Physical location (historical and current, including neighborhood) • Programming & activation & communications o Branding, logos, messaging (and evolution) o Past and existing events (in National City) o Key takeaways and lessons learned • Performance snapshot o Metrics and indicators of success o Neighborhood tenant mix • Marketing & visibility (of National City) o Digital and marketing footprint Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC o Benchmarking reach and engagement • Context & values o Value system o Historic photos and legacy businesses o San Diego, Chula Vista and Port of San Diego adjacencies • Stakeholder evaluation • S.W.O.T. analysis Phase One Deliverables: • Pillars • Integrated Communications Outline • Partner exploration and outreach Phase Two: Integrated Communications Strategy and Outreach The deliverables from Phase One establish the foundation for an integrated communications strategy rooted in the project's pillars, values, and context. Guided by a philosophy of iterative planning and programming, the value system and current conditions are translated into a clear strategy with a defined audience in mind. The Integrated Communications Strategy is organized into the following components: • Foundation: A narrative and framework that connects the project's pillars and values to communications and public engagement. • Audience: Clearly defined stakeholder and public audiences, segmented by geography and demographics. • Channels o Traditional o Social o Experiential • Content Strategy: Content creation, capture, and distribution, including a sample content calendar. Communications are the primary output of this integrated approach and are directly tied to the project's pillars. Programming is understood as a form of communication itself—an active, experiential expression of the project's values in the public realm. Physical / Public Realm Implications: How the pillars and communications framework informs and influences design decisions, site details, and the public realm experience to ensure continuity with long-term programming goals and site enhancements. Phase Two deliverables: • Summary outline and action items for Integrated Communications Plan • Sample content calendar • Sample activations strategy Docusign Envelope ID:593DDD01-FOEF-87FE-8293-2437F110AOEC • Site plan framework identifying specific criterion and requirements, as well as an outline for events; scale, frequency, variety and audience. Production considerations identified (i.e. loading, electrical requirements and sound/lighting) • Pathway to engage further consultation and sub-consultants to advance activation Fees and Estimated Expenses: Fee Schedule Scope, Tasks & Focus Time Period Alchemy San Diego Phase One Due Diligence & Urban 5 weeks $5,000 Planning Analysis Phase Two Integrated 3 weeks $4,000 Communications Return on Investment: Value is multi-faceted and shows up in numerous areas: • Brand Positioning • Leasing support • Increased Property Value • Content Creation • Public Relations • Stakehold Good Will • Community Development • Foot Traffic • Sales We are looking forward to your feedback and the opportunity to work together. Best Regards, *ka,.) Stacey Lankford Pennington Ron Troyano President/ Founder President, Alchemy San Diego SLP Urban Planning Director, Strategic Activation SLP Urban Planning ®ARE) DATE(MMIDDIYYYY)CERTIFICATE OF LIABILITY INSURANCE 4/14/2026 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: lithe certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Certificates Desk NAME: HIves Insurance Services,Inc. iA/C No.Ext); (619)224-5337 (AI No): (619)223-4716 2150 Chatsworth Blvd E-MAILSS: certificate@ivesins.com San Diego,CA 92107 INSURER(S)AFFORDING COVERAGE NAIC S License#:0G13604 _ INSURER A Gotham Insurance Company INSURED INSURERS Progressive 11770 Ron Troyano INSURER c California State Compensation Insurance Fund 35076 Alchemy San Diego INSURER D Kinsale Insurance Company 38920 372 Second Ave Hiscox Chula Vista,CA 91910 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER 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 SUER POLICY EFF POLICY EXP L1rt INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY y y GL202500037413 10/05/2025 10/05/2026 EACH OCCURRENCE $ 1,000,000 DAGE TO RENTED CLAIMS-MADE X OCCUR PR MSES(Ea occurrence) $ 300,000 MED EXP(Anyone person) $ 1,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE UM IT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 _ POLICY X JET LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AU Tom OBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 B V Y 994572751 03/24/2026 09/24/2026 (Ea accident) n ANY AUTO BODILYINJURY(Perperson) $ ALL OWNED n SCHEDUTOSLED BODILY INJURY(Per accident) $ 0 AUTOSNON I I AU n HIRED AUTOS I JS I AUTOS-OWNED (Per PROPERTY DAMAGE $ Comp and Coll $ 1,000 D UMBRELLA LIAB X OCCUR y 10/OS/2025 10/OS/2026 EACH OCCURRENCE $ 2,000,000 X EXCESS LIAR0100402076-0 CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTIONS $ W ORKERS COMPENSATION X PPERTUTE ER 0TH C AND EMPLOYERS'LIABILITY Y/N Y 9261181 09/24/2025 09/24/2026 ANY PROPRIETOR/PARTNER/EXECUTIVE I I E.L EACH ACCIDENT $ 1,000,000 OFFICER/NEWER EXCLUDED? u N/A (Mandatoryin NH) E.LDISEASE-EAEMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ 1,000,000 E Prof.Liability MPL5601353.25 to/v/2ozs 10/17/2026 $1M/$1M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The City of National City,its officers,officials,employees and volunteers are named as additonal insured as per endorsement Primary and non contrubutory wording applies.Waiver of Subrogation applies as per endorsement. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1243 National City Boulevard THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN National City,CA 91950 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED��//��_ _Q � REPRESENTATIVEQ Michelle alga. ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG20331219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured any person or additional insureds, the following additional organization for whom you are performing exclusions apply: operations when you and such person or This insurance does not apply to: organization have agreed in writing in a contract or agreement that such person or organization be 1. "Bodily injury", "property damage" or "personal added as an additional insured on your policy. and advertising injury" arising out of the Such person or organization is an additional rendering of, or the failure to render, any insured only with respect to liability for "bodily professional architectural, engineering or injury", "property damage" or "personal and surveying services, including: advertising injury"caused, in whole or in part, by: a. The preparing, approving, or failing to 1. Your acts or omissions; or prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, 2. The acts or omissions of those acting on your change orders or drawings and behalf; specifications; or in the performance of your ongoing operations for b. Supervisory, inspection, architectural or the additional insured. engineering activities. However, the insurance afforded to such This exclusion applies even if the claims additional insured: against any insured allege negligence or other 1. Only applies to the extent permitted by law; wrongdoing in the supervision, hiring, and employment, training or monitoring of others by 2. Will not be broader than that which you are that insured, if the "occurrence" which caused required by the contract or agreement to the "bodily injury" or "property damage", or the provide for such additional insured. offense which caused the "personal and advertising injury", involved the rendering of or A person's or organization's status as an the failure to render any professional additional insured under this endorsement ends architectural, engineering or surveying when your operations for that additional insured services. are completed. CG 20 33 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change Number 3 POLICY NUMBER POLICY CHANGES COMPANY GL202500037413 EFFECTIVE Gotham Insurance Company 03/23/2026 NAMED INSURED AUTHORIZED REPRESENTATIVE Ron Troyano AmWins Access Insurance Services, LLC-San Diego COVERAGE PARTS AFFECTED Commercial General Liability Coverage Part CHANGES IN CONSIDERATION OF AN ADDITIONAL PREMIUM OF$215.00, IT IS HEREBY AGREED THAT THE FOLLOWING CHANGES ARE MADE TO THE POLICY: THE FOLLOWING IS ADDED AS AN ADDITIONAL INSURED PER ATTACHED FORMS CG2012 & CG2404: THE CITY OF NATIONAL CITY, ITS OFFICERS, AGENTS, EMPLOYEES,AND VOLUNTEERS C/O RISK MANAGER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950-4397. THE FOLLOWING FORM IS ADDED TO THE POLICY: GL0226- BLANKET PER PROJECT AGGREGATE. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Change in Premium: $215 California Premium: $215.00 (C644 Non-Taxable Fees: Taxable Fees: Surplus Lines Tax: $6.45 Authorized Representative Signature Stamping Fee: $0.39 IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 0 Copyright, ISO Commercial Risk Services, Inc., 1983 POLICY NUMBER: GL202500037413 Renewal of: IL DS 0011 0525 COMMON POLICY DECLARATIONS Gotham Insurance Company 151372 107 Greenwich Street,16th Floor AmWins Access Insurance Services,LLC-San Diego New York NY 10006 13500 Evening Creek Dr.N.,Suite 650 212-551-0600 San Diego,CA 92128 NAMED INSURED: Ron Troyano DBA: MAILING ADDRESS: 372 2ND AVE Chula Vista, CA 91910 POLICY PERIOD: FROM 10/05/2025 TO 10/05/2026 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE BUSINESS DESCRIPTION Marketing Consulting Services IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial General Liability Coverage Part $ 2,900 Terrorism-Certified Acts(General Liability) $ Excluded Premium Subtotal: $ 2,900 TAXES& FEES State Taxes $ 79.80 Policy Fee $ 250.00 Stamping Fee $ 4.79 Inspection Fee $ 160.00 $ Total Including Taxes and Fees: $ 3,394.59 IL DS 0011 0525 ©2025 Coaction Specialty Insurance Group, Inc. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission FORMS APPLICABLE TO ALL COVERAGE PARTS (SHOW NUMBERS): SEE SCHEDULE OF FORMS AND ENDORSEMENTS Countersigned: By: (Date) (Authorized Representative) NOTE OFFICERS' FACSIMILE SIGNATURES MAY BE INSERTED HERE, ON THE POLICY COVER OR ELSE- WHERE AT THE COMPANY'S OPTION. IL DS 0011 0525 ©2025 Coaction Specialty Insurance Group, Inc. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission POLICY NUMBER: GL202500037413 COMMERCIAL GENERAL LIABILITY CG DS 01 10 01 COMMERCIAL GENERAL LIABILITY DECLARATIONS Gotham Insurance Company 151372 107 Greenwich Street, 16th Floor AmWins Access Insurance Services,LLC-San Diego New York NY 10006 13500 Evening Creek Dr.N.,Suite 650 212-551-0600 San Diego,CA 92128 NAMED INSURED: Ron Troyano DBA: MAILING ADDRESS: 372 2ND AVE Chula Vista, CA 91910 POLICY PERIOD: FROM 10/05/2025 TO 10/05/2026 AT 12:01 A.M. TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE EACH OCCURRENCE LIMIT $ 1,000,000 DAMAGE TO PREMISES RENTED TO YOU LIMIT $ 300,000 Any one premises MEDICAL EXPENSE LIMIT $ 1,000 Any one person PERSONAL&ADVERTISING INJURY LIMIT $ 1,000,000 Any one person or organization GENERAL AGGREGATE LIMIT $ 2,000,000 PRODUCTS/COMPLETED OPERATIONS AGGREGATE LIMIT $ 2,000,000 RETROACTIVE DATE (CG 00 02 ONLY) THIS INSURANCE DOES NOT APPLY TO "BODILY INJURY", "PROPERTY DAMAGE" OR"PERSONAL AND ADVERTISING INJURY"WHICH OCCURS BEFORE THE RETROACTIVE DATE, IF ANY, SHOWN BELOW. RETROACTIVE DATE: (ENTER DATE OR"NONE" IF NO RETROACTIVE DATE APPLIES) DESCRIPTION OF BUSINESS FORM OF BUSINESS: EN INDIVIDUAL 0 PARTNERSHIP 0 JOINT VENTURE 0 TRUST ❑ LIMITED LIABILITY COMPANY 0 ORGANIZATION, INCLUDING A CORPORATION (BUT NOT IN- CLUDING A PARTNERSHIP, JOINT VENTURE OR LIMITED LIABILITY COMPANY) BUSINESS DESCRIPTION: Marketing Consulting Services CG DS 01 10 01 © ISO Properties, Inc., 2000 Page 1 of 2 ALL PREMISES YOU OWN, RENT OR OCCUPY LOCATION NUMBER ADDRESS OF ALL PREMISES YOU OWN, RENT OR OCCUPY 1 372 2ND AVE, Chula Vista, CA 91910 CLASSIFICATION AND PREMIUM LOC CLASSIFICATION CODE PREMIUM RATE ADVANCE PREMIUM NO. NO. BASE Prem/ Prod/Comp Prem/ Prod/Comp Ops Ops Ops Ops 1 Event,Party or Wedding Planners 44280 $1,200,000 Gross 0.32 0 $384 $0 Sales 1 Contractors-Subcontracted Work-other 91591 Included 2.1 3.07 $0 $0 than construction related work Contractor Pak Included CG 24 04-Scheduled Waiver of Transfer of Rights of Recovery Against Others to Us 50 Blanket Per Project Aggregate-capped at$5M 350 Balance to Minimum 2,116 CG 20 12-Scheduled Al-State or Governmental Agency or Subdivision or Political Subdivision-Permits or Authorizations 0 TOTAL PREMIUM $ 2,900 AUDIT PERIOD (IF APPLICABLE) El ANNUALLY 0 SEMI-ANNUALLY 0 QUARTERLY 0 MONTHLY ENDORSEMENTS ENDORSEMENTS ATTACHED TO THIS POLICY: SEE SCHEDULE OF FORMS AND ENDORSEMENTS THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS AND COVERAGE FORM(S)AND ANY ENDORSEMENT(S), COMPLETE THE ABOVE NUMBERED POLICY. Countersigned: By: (Date) (Authorized Representative) NOTE OFFICERS' FACSIMILE SIGNATURES MAY BE INSERTED HERE, ON THE POLICY COVER OR ELSE- WHERE AT THE COMPANY'S OPTION. Page 2 of 2 ©ISO Properties, Inc., 2000 CG DS 01 10 01 POLICY NUMBER: GL202500037413 COMMERCIAL GENERAL LIABILITY CG 20121219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: The City of National City,its officers,agents,employees,and volunteers c/o Risk Manager 1243 National City Boulevard National City,CA 91950-4397 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. This insurance does not apply to: include as an additional insured any state or a. "Bodily injury", "property damage" or governmental agency or subdivision or political "personal and advertising injury" arising out subdivision shown in the Schedule, subject to the of operations performed for the federal following provisions: government, state or municipality; or 1. This insurance applies only with respect to b. "Bodily injury" or "property damage" operations performed by you or on your behalf included within the "products-completed for which the state or governmental agency or operations hazard". subdivision or political subdivision has issued a permit or authorization. B. With respect to the insurance afforded to these additional insureds, the following is added to However: Section III—Limits Of Insurance: a. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most we by law; and will pay on behalf of the additional insured is the b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1. Required by the contract or agreement; or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable limits of that which you are required by the contract insurance; or agreement to provide for such additional whichever is less. insured. This endorsement shall not increase the applicable limits of insurance. CG 20 12 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: GL202500037413 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): The City of National City,its officers,agents,employees,and volunteers Go Risk Manager 1243 National City Boulevard National City,CA 91950-4397 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: GL202500037413 COMMERCIAL GENERAL LIABILITY GL 0226 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT - CAPPED (BLANKET) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Each single designated construction project for which you are obligated, by written contract, to maintain general liability insurance with a separate per project general aggregate limit. The separate per project general aggregate limit must apply only to that construction project. The contract must be executed prior to the "occurrence"of the"bodily injury" or"property damage". Capped Designated Construction Project(s) General Aggregate Limit: $5,000,000 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I—Coverage A and for all medical expenses caused by accidents under Section I—Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project(s) General Aggregate Limit applies to each designated construction project and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations of this policy. However, the separate Designated Construction Project(s) General Aggregate Limits(s) are subject to an overall Capped Designated Construction Project(s) General Aggregate Limit in the amount shown in the Schedule above. The Capped Designated Construction Project(s) General Aggregate Limit is the most we will pay for all damages and medical expenses included in the Designated Construction Project(s) General Aggregate Limit(s)for all construction projects combined. 2. The Designated Construction Project(s) General Aggregate Limit is the most we will pay for the sum of all damages under Section I—Coverage A, except damages because of"bodily injury" and "property damage" included in the "products-completed operations hazard"; and medical expenses under Section I — Coverage C, and it is the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". GL 0226 1013 Includes copyrighted material of Insurance Services Office, Inc., with Page 1 of 2 0 its permission 3. Any payments made under Section I — Coverage A for damages or under Section I — Coverage C for medical expenses shall reduce the Designated Construction Project(s) General Aggregate Limit for that designated construction project and the Capped Designated Construction Project(s) General Aggregate Limit. Such payments for damages and medical expenses shall not reduce the General Aggregate Limit shown in the Declarations of the policy nor shall they reduce any other Designated Construction Project(s) General Aggregate Limit for any other designated construction project shown in the Schedule above. However, such payments for damages and medical expenses included in the Designated Construction Project(s) General Aggregate Limit for all construction projects combined will reduce the Capped Designated Construction Project(s)General Aggregate Limit. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expenses continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations of the policy, such limits will be subject to the applicable Designated Construction Project(s) General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I —Coverage A and for all medical expenses caused by accidents under Section I—Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Section I — Coverage A for damages or under Section I — Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products- Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project(s)General Aggregate Limit. C. When coverage for liability arising out of the"products-completed operations hazard" is provided, any payments for damages because of"bodily injury" or"property damage" included in the"products-completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project(s) General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the construction project will still be deemed to be the same construction project. E. The provisions of Section III —Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. F. If this endorsement and a Designated Locations(s) General Aggregate Limit Endorsement(either capped or un-capped) issued by us or one of our affiliated companies applies to the same"occurrence", or would have applied to the same"occurrence" but for exhaustion of the applicable aggregate limit, this endorsement shall apply to that"occurrence" and not the Designated Location(s) General Aggregate Limit Endorsement. In no event shall the limits of both endorsements apply to the same"occurrence". All other terms and conditions of this policy remain unchanged. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with GL 0226 1013 0 its permission