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HomeMy WebLinkAboutHVS Consulting and Valuation Services - Hotel Market Study - 2026 Docusign Envelope ID.BD53239F-OF9C-81 F4-8233-945A0B37400C AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HVS CONSULTING AND VALUATION SERVICES THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and HVS, adivision of TS WORLDWIDE LLC. (CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a comprehensive hotel feasibility study evaluating market demand, site suitability, financial performance, and development viability for potential hotel projects, and 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 is a hospitality realty advisor and is qualified by experience and ability to perform the services desired by the CITY,and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide a comprehensive hotel feasibility study evaluating market demand, site suitability, financial performance, and development viability for potential hotel projects, 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 1,2026 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 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. Standard Agreement Page 1 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C 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—Kirsten Smiley - 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 billings covering actual work performed as set forth in Exhibit "A".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 $23,000.00. The compensation for the CONSULTANT's work shall not exceed the rates set forth in Exhibit"A". 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. 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 Standard Agreement Page 2 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 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 National City,whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S),shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. Standard Agreement Page 3 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. CONSULTANT must promptly produce a copy of any such license,permit,or approval to CITY upon request. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations.The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now,nor has it for the five(5)years preceding, been debarred by a governmental agency or involved in debarment, arbitration, or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform,within the time requirements of the CITY,or,when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise,the CONSULTANT warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available.Any failure by the CONSULTANT to use due diligence under this sub-section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified,then within a commercially reasonable time. 13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug-Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status,national origin,physical handicap,or medical condition. Such action shall include,but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or Standard Agreement Page 4 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 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. 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 standard Agreement Page 5 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 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 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: Standard Agreement Page 6 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81 F4-8233-945A0B37400C A. ❑ If checked, Professional Liability Insurance (errors and omissions)with minimum limits of$1,000,000 per occurrence. B. C. 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. D. E. 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. F. G. 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. H. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,officials,employees,and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. 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. H. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 7 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 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•fmancial 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. 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. Standard Agreement Page 8 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID. BD53239F-OF9C-81F4-8233-945A0B37400C C. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination,not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors;or(3)a business reorganization, change in business name, or change in business status of the CONSULTANT. 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 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Kirsten Z. Smiley Managing Director, Southern California Region HVS Consulting and Valuation Services 140 South Lake Ave., Suite 300 Los Angeles, CA 91101 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 Standard Agreement Page 9 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C sent by cable,telex,telecopy,facsimile,or fax must be confirmed within forty-eight(48)hours by letter mailed or delivered as specified in this Section. 23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process, or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect,without first notifying the CITY of that fact.The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code.The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically,the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs, or expenses the CITY may suffer by virtue of any violation of this Section 23 by the CONSULTANT. 24. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.Consultant is solely responsible to determine if state prevailing wage rates apply and, if applicable,pay such rates in accordance with all laws,ordinances, rules, and regulations. 25. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday,or federal, state,or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. Standard Agreement Page 10 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C 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. G. 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. F. 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 fmal payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation,or promise made by either party hereto,or by or to an employee,officer, agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work,unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY,both the insurance provisions in Section 19 and the indemnification and hold harmless provision of Section 16 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting,preparation, and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party Standard Agreement Page 11 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C 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 HVS CONSULTING AND VALUATION SERVICES (Corporation—signatures of Iwo corporate officers required) (Partnership or Sole proprietorship—one signature) Girsi, Signed byBy: 7/ 2 rj��QHti DyeC7111J27A14A5772... Kirsten Smiley Acting City Manager M A N 6 A N-"a `' Managing Director Date: -.S`!/Z Date: 4/28/2026 APPROVED AS TO FORM: By: Heidi Skinner Interim City Attorney Date: O g)9i 06 Standard Agreement Page 12 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID BD53239F-OF9C-81F4-8233-945A0B37400C CONTACT INFORMATION CITY OF NATIONAL CITY HVS CONSULTING AND VALUATION 1243 National City Boulevard SERVICES National City,CA 91950-4397 140 South Lake Ave., Suite 300 Los Angeles,CA 91101 Phone: (619) 336-4216 Contact: Pedro Garcia Title: Community Development Specilaist Phone: 405-612-6255 III Contact: Kirsten Smiley Dept.: City Manager's Office Title: Managing Director, Southern California Email:pgarcia@nationalcityca.gov Region Email: ksmiley@hvs.com Taxpayer I.D.No.: 20-2762887 Standard Agreement Page 13 of 13 City of National City and HVS Revised January 2024 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C Exhibit "A" HVS April 23, 2026 Mr. Pedro Garcia Community Development Specialist III City Manager's Office City of National City 1243 National City Boulevard National City, CA 91950 +1 (619) 336-4216 pgarcia@nationalcityca.gov HVS LOS ANGELES 140 South Lake Ave Re: Ramada and Hotel Market Study Suite 300 National City, California Pasadena,California,91101 +1(405)612-6255 (Work) Dear Mr. Garcia: www.hvs.com The attached proposal provides a description of the objectives and scope of the assignment,together with the methodology to be employed and an estimate of the time requirements. We have also included our team's expertise and qualifications,as well as a schedule of professional fees. As an internationally recognized leader in hospitality consulting, HVS has unrivaled intelligence,specialized experience, and an extensive track record of success with projects such as yours. If the proposal meets with your acceptance,please sign and return a copy of the agreement with your retainer payment.If you have any questions regarding the contents of the proposal, please do not hesitate to contact me. Thank you for the opportunity to submit this proposal for your project. Very truly yours, HVS division of TS Worldwide LLC Kirsten Z. Smiley, MAI Managing Director, Southern California Region Director ksmiley@hvs.com +1 (405) 612-6255 (Work) Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS PROPOSAL FOR CONSULTING SERVICES Ramada and Hotel Market Study National City, California SUBMITTED TO: Mr. Pedro Garcia Community Development Specialist III City Manager's Office City of National City 1243 National City Boulevard National City, CA 91950 +1 (619) 336-4216 pgarcia@nationalcityca.gov PREPARED BY: HVS LOS ANGELES HVS division of TS Worldwide LLC 140 South Lake Ave., Suite 300 Pasadena, California, 91101 +1 (405) 612-6255 (Work) April 22, 2026 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS Project Lead Kirsten Smiley, MAI Managing Director, Southern California Region Director Executive Summary Now Kirsten Smiley, MAI, Managing Director, is the Director of the Southern California Region of HVS Consulting and Valuation, based in Los Angeles, California. She is well versed in submarkets across Southern California and has extensive experience with complex assets,luxury resorts,conversions, and new developments. Clients frequently seek Kirsten's advice on strategic planning and product positioning. She is a speaker at the ALIS conference, where she also serves on the Development of the Year Award committee. Relevant Assignments • Gaylord Pacific Resort&Convention Center- 2025 • Hotel del Coronado - 2025 • SpringHill Suites and Residence Inn San Diego Bayfront- 2025 • Proposed Hotel Brown Field Airport-2025 • Proposed Element by Marriott Mission Valley- 2025 • Proposed Hotel Pacific Beach- 2024 • San Diego County Tourism Strategic Planning- 2024 (HVS was a subcontractor of Resonance) • Port of San Diego Hotel Portfolio Strategic Review- 2019 HVS Consulting and Valuation Services Proposal 2 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS About HVS Who We Are—Global Company I History I Organization Founded by Steve Rushmore,HVS is the only global consulting firm focused exclusively on the hospitality industry. Over the last 45 years, we have grown from one office in New York to a staff of roughly 300 in over 50 offices throughout the world. We have provided consultancy services for more than 100,000 hotels across numerous countries.Today,the firm is led by four Regional Presidents, each overseeing a global region, reporting to the Global CEO, Stephen Rushmore. The Americas region is led by Rod Clough, MAI. What We Do—Best-in-Class Hospitality Consulting We provide a comprehensive set of best-in-class services across the entire hospitality property lifecycle, helping clients with planning, acquisition, ownership, operation, and disposition across all property types. Our expertise spans all types of hospitality assets,including hotels,restaurants, casinos,shared-ownership lodging, mixed-use developments,golf courses, and spa and wellness properties (inclusive of spa and wellness components),as well as convention,sports, and entertainment facilities. A recognized leader in the hospitality industry, we are known for our hospitality expertise and insights, our strong client-focused approach,and our unmatched database that contains thousands of hotel ownership structures, financial operating results, management contracts, compensation programs, financing structures, and transactions. Our staff continuously monitors every major hotel market, remaining current with the latest economic trends.This provides a significant competitive advantage vis-à-vis other firms. HVS Consulting and Valuation Services Proposal 3 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS This experience and our database of information enable our firm to provide you with rigorous, validated studies containing well-supported conclusions and detailed recommendations. We operate independently as consultants and have no ownership in any hotel assets. HVS is recognized as the world's leading authority in valuation and consulting services. Our reputation is highly established among investors, bankers,rating agencies, developers,and public officials. Our People—Organization Our people are our hallmark.We have an unwavering focus on ensuring an extraordinary culture that fosters communication,collaboration,employee development, and excellence. Our team members possess a unique combination of actual industry operating experience and real-estate valuation cross-training. The result is an organization with long-tenured, highly qualified consultants who bring an unparalleled depth of knowledge and experience to your project.You benefit from access to some of the most experienced hospitality consultants in the industry. HVS Consulting and Valuation Services Proposal 4 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS Proposal for Consulting Services Pursuant to our conversation, we are pleased to submit this proposal for consulting services of HVS division of TS Worldwide LLC in connection with the Ramada redevelopment and a hotel market study in National City, California.This letter sets forth a description of the objectives and scope of the assignment, along with the methodology to be employed, an estimate of the time requirements,and a schedule of professional fees. Objectives The first objective of this assignment is to review the proposed redevelopment of the Ramada into a Fairfield Inn by Marriott,evaluate the associated assumptions, including the pro forma and brand selection, and provide commentary on the plan's overall viability. The second objective of this assignment is to conduct a comprehensive hotel market study of the City of National City, California, evaluating current and projected lodging demand, the competitive supply environment, pipeline activity, demand generators, average daily rate (ADR) and occupancy trends, and appropriate chain-scale positioning for new or repositioned hotel product citywide. The third objective is to provide a site-specific evaluation of up to three (3) additional sites within the City of National City for either (a) ground-up hospitality development or (b) hospitality conversion from an existing use (e.g., office, residential, retail, older motel) or re-flagging from one hotel brand to another.Each site is to be evaluated independently so the City may commission one, two, or three sites. Phase I To accomplish Objective #1, our work will include the following steps: a) An onsite inspection of the subject property will be made to determine the current physical condition and functionality of the improvements, as well as the furniture, fixtures, and equipment (FF&E). We will view HVS Consulting and Valuation Services Proposal 5 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS and evaluate the public areas, the back-of-the-house space, and a sample of the guestrooms. b) The redevelopment plan, including the renovation budget and Marriott's property improvement plan,will be reviewed and evaluated. c) The physical orientation of the subject site with respect to access and visibility to highways, other forms of transportation, and the local demand for accommodations will be analyzed. We will also review the supportive nature of surrounding land uses as they relate to the subject property. d) The demand for transient accommodations will be investigated to identify the various generators of visitation operating within the local and regional market. When appropriate, similar market-research procedures are utilized in estimating the demand for food and beverage (F&B) outlets, meeting space,and other facilities. e) The market orientation of nearby lodging facilities will be evaluated to determine their competitive position with respect to the subject property. Those properties displaying similar market attributes will receive a physical inspection, along with selective management interviews, to estimate levels of occupancy, room rates, market segmentation, and other pertinent operational characteristics. Some of the competitive factors that will be specifically reviewed include location, type and quality of facilities, physical condition, management expertise,and chain affiliation. f) Expense factors relating to local conditions, such as labor, food and beverage costs, energy rates, assessed values, and taxes, will be researched. In most instances,we will attempt to utilize actual expense experience from either the subject property or comparable properties in our analysis. g) We will review the property owner's pro forma and business plan and provide commentary on the pro forma and proposed brand positioning, along with recommendations on the appropriate chain scale if the Fairfield Inn brand is not the best fit for the real estate and location. h) At the client's discretion, we can provide a separate pro forma for an additional fee. Phase I Deliverable Upon completion of Phase I, HVS will provide a PDF memorandum summarizing our findings, including commentary on the pro forma and an HVS Consulting and Valuation Services Proposal 6 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS assessment of the proposed brand selection.The report will be concise and will clearly outline our conclusions. Phase II To accomplish Objective #2,we will complete the following steps: The market research for Objective#2 will be integrated with the fieldwork for Objective #1 and will encompass the broader market area across all relevant product segments. We will then perform a supply-and-demand analysis of the competitive market, which typically includes the following steps: a) Using the occupancy levels and market segmentation of the competitive properties,we will estimate the number of accommodated room nights in each segment by multiplying each property's room count by its occupancy, segment mix, and 365 days. This yields the accommodated room-night demand. We will also calculate the number of room nights occupied per room per year for each segment (total occupied room nights divided by room count),which serves as a competitive index. b) Project growth rates for each market segment. c) Estimate total usable room-night demand, consisting of both accommodated demand and latent demand. d) Quantify the area's guestroom supply and total available room nights for each projection year. e) Calculate the overall competitive occupancy for each projection year. e) Estimate the ADR growth rate for each projection year. In addition,we will review the existing and proposed inventory,along with the economic characteristics of current and anticipated demand generators, to recommend appropriate chain-scale positioning (economy, midscale, upper-midscale, upscale, upper-upscale) and product types (limited-service, select-service, extended-stay, full-service) best suited to the National City market. HVS Consulting and Valuation Services Proposal 7 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS Phase II Deliverable Upon completion of Phase II,HVS will provide a concise written report that encompasses the following topics: • Purpose and scope of the study • Review of the National City market area • Economic and demographic overview • Analysis of the market for hotel accommodations (demand by segment) • Examination of existing and proposed competitive supply • Market occupancy and ADR projections • Chain-scale and product-type recommendations for National City • Graphics, maps, and supporting tables Phase III Phase III will leverage fieldwork and analysis from phase I and II and evaluate up to three additional sites within the City of National City for either(a) ground-up hospitality development or(b)hospitality conversion from an existing use (e.g., office, residential, retail, older motel) or re- flagging from one hotel brand to another. Each site is priced and delivered independently so the City may commission one,two, or three sites. For each of up to three City-designated sites, HVS will: • Perform a site inspection and analyze orientation (to be combined with the Phase I and II site visit) • Based on physical characteristics, location attributes, and surrounding land uses, determine the highest and best hospitality use • If applicable, evaluate conversion considerations • Rank the sites (if commissioned to analyze all three sites) Phase III Deliverable A site-specific memorandum (incorporated as an addendum to the Phase II market study if commissioned concurrently or delivered as a standalone memo) summarizing the site evaluation, product and brand chain scale HVS Consulting and Valuation Services Proposal 8 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS recommendation, and (where applicable) conversion considerations and comparative ranking. Additional Following the completion of this engagement, HVS can be engaged for Services additional development consulting services at the client's discretion, including the following: • Design and Architecture • Development Project Management • Construction Management • Financing • Franchise/Brand Search and Contract Negotiations • Management/Operator Search and Contract Negotiations • Hotel Management • Asset Management • Spa&Wellness Consulting Timing Phase I: 10 business days following the site inspection and receipt of all necessary due diligence materials from the client. Phase II: Approximately 20 business days following the site inspection. Phase III: Approximately 10 business days from commissioning. Professional Fees Our professional fees are as follows: Phase I (Objective 1) will be $6,500; Phase II (Objective 2) will be $10,500; and Phase III (Objective 3) will be $2,000 per site, up to a maximum of$6,000. Phases I and II will be engaged simultaneously, while Phase III will be undertaken at the client's discretion.A retainer of$12,750 will be required for Phases I and II, with the balance payable upon delivery of the draft reports. Professional fees for Phase III will be due upon delivery of the Phase III deliverable. HVS Consulting and Valuation Services Proposal 9 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS It is our normal policy to provide an electronic draft copy of our final report for your review. After confirmation that our invoice for services has been paid in full,this draft will be provided in PDF and will include a watermark "DRAFT." Upon your approval of this draft,we will commence preparation of the final report.This fee includes one electronic copy of the final report, which will be delivered to you via email in PDF. Reports are not transmitted in Microsoft Word format. Related expenses are included in this fee. After completing the fieldwork and analysis phase of this assignment, should it become necessary to alter the parameters of the study,such as the property description, opening date,location, or any other factor that could change the final conclusions,the HVS division of TS Worldwide LLC will be entitled to charge an additional fee based on our current per-diem rates and the time required to incorporate the necessary changes into our analysis and report. In addition,the estimate of timing will be extended by an amount equal to the added work. Additional fees will also be charged on an hourly basis for any work that exceeds the scope of this proposal, including performing additional research, analysis, and/or presentations; reviewing other studies and documents outside of the objective set forth; and attending out-of-town meetings. Hourly rates of professional staff are as follows: Senior Managing Director - $600; Managing Director - $500; Senior Vice President - $400; Associate Director - $350; Vice President - $325; Assistant Vice President - $300; Senior Associate-$275;Associate-$250; Consulting and Valuation Analyst -$200.Hourly rates will be charged at the rate in effect at the time that they occur. Notwithstanding the fee payment schedule set forth above, if at any time while performing this assignment it becomes necessary to suspend work for a period of thirty (30) days or more, then HVS will be entitled to bill for the portion of the assignment completed up to the suspension at its HVS Consulting and Valuation Services Proposal 10 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS current hourly rates. We will provide you with monthly invoices for services rendered. Hourly fees will be billed for hours worked each month. Payment Due Dates If payment for professional fees is not received within thirty (30) days of the billing date, HVS reserves the right to suspend all work until payment is made and apply a service charge of 1.5% per month, or fraction thereof, to the total unpaid sum. Should any type of action become necessary to enforce collection of bills rendered,it is further agreed that you (the client) or the prevailing party will be responsible for all collection costs,including but not limited to court costs and reasonable legal fees. It is understood that HVS may extend the time for payment on any part of billings rendered without affecting the understanding outlined above. Collection of The parties to this contract agree that any disputes regarding professional Outstanding fees and/or other charges owed to HVS will be resolved in accordance with Professional Fees California law. The parties to this contract further agree that (a) any legal action regarding money owed to HVS will take place in California; (b) California courts have exclusive jurisdiction for resolution of disputes; and (c) the plaintiff will have the choice of venue in any county in the State of California. Limitations of It is agreed that our company's liability, our employees, and anyone else Liability associated with this assignment is limited to the amount of the fee paid as liquidated damages. You acknowledge that any opinions, recommendations, and conclusions expressed during this assignment will be rendered by the staff acting solely as employees and not as individuals. Our responsibility is limited to the client; use of our product by third parties shall be solely at the risk of the client and/or third parties. The study described in this proposal will be made subject to certain assumptions and limiting conditions. A copy of our normal assumptions and limiting conditions will be provided upon request. Conclusion If the foregoing proposal meets with your acceptance, please sign and return with your retainer payment in the amount of $12,750. Your signature beneath the words "Agreed to and Accepted" signifies your HVS Consulting and Valuation Services Proposal 11 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C HVS agreement to employ the HVS division of TS Worldwide LLC for these services. To schedule our assignments and perform your study in accordance with the timing set forth above, we ask that you return an executed copy of this agreement by May 1, 2026. We appreciate the opportunity of submitting this proposal and look forward to working with you on this assignment. Very truly yours, HVS division of TS Worldwide LLC 7i/cumtedr.. * arta? Kirsten Z. Smiley, MAI Managing Director, Southern California Region Director ksmiley@hvs.com +1 (405) 612-6255 (Work) AGREED TO AND ACCEPTED Pedro Garcia City of National City Signature: Date: HVS Consulting and Valuation Services Proposal 12 Docusign Envelope ID:BD53239F-OF9C-81 F4-8233-945A0B37400C HVS INVOICE FOR RETAINER Date: April 22, 2026 Terms: Due Prior to Start of Assignment Pedro Garcia City Manager's Office City of National City 1243 National City Boulevard National City, CA 91950 Re: Ramada and Hotel Market Study National City, California Nimm (HVS staff member: Kirsten Z. Smiley, MAI) HVS Accounting Office 1615 Foxtrail Drive Project Amount Due Suite 230 Loveland,CO 80538 Consulting Services and Market Study $12,750 (402)312-8952 www.hvs.com Wire or ACH Instructions: Please email mculbertson@hvs.com or call Michelle regarding transmittal or verification of wires at 402-312-8952. JPMorgan Chase Bank 270 Park Avenue New York,NY 10017 Account Name:TS Worldwide,LLC Transit ABA#:021000021 Swift Code:CHASUS33 Account Number: 682090837 You must reference:Invoice#or appraiser's name. Check Instructions: Please include a copy of this invoice and make all checks payable to TS Worldwide,LLC (dba HVS) Tax ID#20-2762887 Please remit to: HVS 1615 Foxtrail Drive Superior Results Through Unrivaled Hospitality Intelligence.Everywhere. Suite 230 Loveland,CO 80538 Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C A�o® D/ CERTIFICATE OF LIABILITY INSURANCE DATE 12/31/2025 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 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 Scott Sorensen NAME: Flood and Peterson PHONo.Esu: (970)356-0123 FAX ND): (970I330-1967 PO Box 578 E-MAIL ssorensen@floodpeterson.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Greeley CO 80632 INSURERA:Great Northern Insurance Company ,20303 INSURED INSURER B:Federal Insurance Company 20281 TS Worldwide, LLC dba HVS INSURER C:Chubb Indemnity Insurance Co. 12777 TS Worldwide, LLC dba US Hotel Appraisals INSURER D:Convex Insurance UK Limited AA1120191 1615 Foxtrail Drive, Suite 230 INSURERE:QBE Specialty Insurance Company 11515 Loveland CO 80538 INSURER F: COVERAGES CERTIFICATE NUMBER:2026-2027 TS Worldwide REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER IMM/DD/YYYY) (MM/DD/YYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE A CLAIMS-MADE n OCCUR PREMISES(Ea o currence) $ 1,000,000 3605-04-37 WUc 1/1/2026 1/1/2027 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY n PRO- n JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 _ (Ea accident) A ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED (25) 7359-81-63 1/1/2026 1/1/2027 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAR CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 0 7818-46-33 1/1/2026 1/1/2027 $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.Yn N/A EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? C (Mandatory In NH) 26 7176-50-66 1/1/2026 1/1/2027 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Professional Liability NPL001165-1025 10/1/2025 10/1/2026 Limil 1,000,000 E Cyber Liability CEL-P001-5559407466-00 10/1/2025 10/1/2026 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) The insured has coverage for doing business in the State of Florida. CERTIFICATE HOLDER CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TS Worldwide, LLC dba HVS THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN TS Worldwide, LLC dba US Hotel Appraisals ACCORDANCE WITH THE POLICY PROVISIONS. 1615 Foxtrail Drive Suite 230 AUTHORIZED REPRESENTATIVE Loveland, CO 80538 Scott Sorensen/SZS 3%etZ'511,44.0 e'L I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) Docusign Envelope ID:BD53239F-OF9C-81F4-8233-945A0B37400C City of National City CALIFORNIA- - 2026 BUSINESS TAX CERTIFICATE NATIONALCITy TO BE POSTED IN A CONSPICUOUS PLACE AND "For Services Provided in National City, California Only" NOT TRANSFERABLE OR ASSIGNABLE Business Name TS WORLDWIDE, LLC Business Type Business Consultants Business Location 1615 FOXTRAIL DR STE 230 Account Number 09055370 LOVELAND, CO 80538-9087 Effective Date March 30, 2026 Business Owner(s) RODNEY CLOUGH Expiration Date December 31, 2026 TS WORLDWIDE, LLC 1615 FOXTRAIL DR STE 230 LOVELAND, CO 80538-9087 City Manager NOTE: IT IS YOUR OBLIGATION TO RENEW THIS CERTIFICATE WHETHER OR NOT YOU RECEIVE A RENEWAL NOTICE THIS BUSINESS TAX CERTIFICATE DOES NOT PERMIT A BUSINESS For all inquiries regarding this certificate,contact HdL THAT IS OTHERWISE PROHIBITED. Business Tax Support Center at (619)382-2596. TS WORLDWIDE, LLC Thank you for your payment on your National City Business Tax Certificate. ALL CERTIFICATES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: NationalCity@HdLgov.com or by telephone at: (619)382-2596 Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license.A fee may be charged for a replacement or duplicate certificate. This certificate does not entitle the holder to conduct business before complying with all requirements of the National City Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law. If you have a fixed place of business within the National City, please display the Business Tax Certificate below in a conspicuous place at he premises. Otherwise,every Business Tax Certificate holder not having a fixed place of business in the City shall keep the Business Tax Certificate upon his or her person, or affixed in plain view any cart,vehicle, van or other movable structure or device at all times if required by the Collector. Starting January 1, 2021,Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ _CALI.ORRIA- BUSINESS TAX SUPPORT CENTER 0 ❑ City of National City NATIONAL CITy 8839 N CEDAR AVE#212 ~,.Ct t FRESNO, CA 93720-1832 BUSINESS TAX CERTIFICATE TS WORLDWIDE, LLC Account Number: 09055370 1615 FOXTRAIL DR STE 230 LOVELAND, CO 80538-9087 Date of Issue: 03/30/2026