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2016 CON Tierra West Advisors - West Side Specific Plan Amortization Services
AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TIERRA WEST ADVISORS, INC. THIS AGREEMENT is entered into this 5th day of April, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Tierra West Advisors, Inc., a California Corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Implementation Services for the Amortization of Non -conforming Uses in the Westside Specific Plan Area. WHEREAS, the CITY has determined that the CONSULTANT is a corporation 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, 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. SCOPE OF SERVICES. The CONSULTANT will perform implementation of the amortization of non -conforming uses in the Westside Specific Plan area as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. 3. PROJECT COORDINATION AND SUPERVISION. Brad Raulston, Executive Director hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Mike Garcia thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings 1 City's Standard Agreement 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 $25,000.00. 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. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective through June 30, 2017. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work 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. 2 City's Standard Agreement Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, 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 this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are 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. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that is legally required to practice its profession. 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. 3 City's Standard Agreement 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 -paragraph 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. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. 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 13, 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 4 City's Standard Agreement 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 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, 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, or employees. 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. 16. 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 Government 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, and employees 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. 17. 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 checked 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 ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. 5 City's Standard Agreement C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, 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 of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company 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 California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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 of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the City's Standard Agreement 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. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. 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. 21. 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 7 City's Standard Agreement 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: Brad Raulston Executive Director Office of the City Manager City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: John Yonai Principal Tierra West Advisors, Inc. 2616 East 3rd Street Los Angeles, CA 90033 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. 22. 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 8 City's Standard Agreement 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 Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages 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. 24. MISCELLANEOUS 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. 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. 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. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. 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. J. 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. City's Standard Agreement K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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 first above written. CITY OF NATIONAL CITY Leslie Deese City Manager PROVED AS O FORM: ;T. udia G.-Silva NIP City Attorn TIERRA WEST ADVISO ' S, INC. (Corporation— signatures of , - o ;: 'ate officers) (Partnership — one signa (Sole proprietorship By: (Print) �\CCV (Title) Glv‘iavtaV� ame) Pc5or i (Print) LEO (Title) 10 City's Standard Agreement EXHIBIT A Tierra West will provide on -call services to the City of National City ("City") for the amortization of nonconforming uses in the Westside Specific Plan area and other various activities as instructed by the Community Development Director. Tierra West will provide on -call services to the City for a not -to -exceed price of $25,000. Presented below are Tierra West's hourly rates, as they would pertain to this engagement: Classification Rate Principal $195 Director $180 Senior Associate $160 Associate/Acquisition Agent $140 Senior Analyst $115 Analyst $105 Research Assistant/Real Estate Technician $ 85 Word Processor $ 65 Clerical $ 50 In keeping with Tierra West's policy regarding certain associated engagement expenses, there will be no charge or reimbursement claim for telephone/fax calls, postage, mileage, parking, and incidental photocopies. We do, however, charge for additional insured certificates, messenger services, overnight mail costs, and copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged at actual expense plus a 10% surcharge. Monthly invoices are issued by Tierra West payable upon receipt, unless otherwise agreed upon in advance. Invoices will identify tasks completed to date, hours expended, staff performing the task, and the hourly rate. SCOPE OF SERVICES Michael Garcia, Principal (will bill as a Director for all assignments with National City), will serve as the Project Director and will be the key contact person for Tierra West. Mr. Garcia will coordinate and manage all the efforts of the consultant team as well as the daily interaction between the City and Tierra West. Mr. Garcia will oversee the all activities, including document preparation, identification of funding sources that can fund future program implementation, coordination of the research/data collection (field survey and collection of data regarding business violations), coordination with legal counsel, preparation of amortization schedules based on rankings from the EPA model, updating/re-ranking of properties and other activities as assigned by the Community Development Director. The Tierra West Team assisting Michael Garcia with this assignment includes John Yonai — Principal, Andrew Gee — Senior Associate, Sonia Arteaga Shurlock - Senior Analyst Jason Chiang —Analyst, Ana Carmela Espanola and Lauren Yonai - Research Assistants. The following scope of services includes, but is not limited to activities anticipated to assist legal counsel and City Planning staff for services to be provided in connection to the implementation of the Amortization Ordinance: 1. Convene a scoping meeting to finalize project details with regard to schedule/activities and discuss current community interactions regarding non -conforming land uses. 2. Prepare a detailed project schedule based on the scoping meeting and City staff input (see attached "proposed" schedule. 3. Identify non -conforming uses utilizing the ranking field survey results from April 2012 to update/re- rank businesses. 4. Collect data from public records to assess non -conforming uses based on criteria identified in the EPA report from 2011, the Westside Specific Plan and City planning staff. 5. Research business violations, code violations, impacts to public infrastructure and improper use of business properties that impede the development of a safe and healthy living/working environment in the Westside neighborhood. 6. Proceed with individual amortization analysis on top -ranked non -conforming uses. 7. Set a period of time for nonconforming land uses to cease operations by developing an amortization schedule is individually prepared in consultation with the land owner and business owner based on the following criteria: a. The total cost of land and improvements; b. The length of time the land use has existed; c. Adaptability of the land and improvements to a currently permitted use; d. The cost of moving and reestablishing the use elsewhere; e. Whether the use is significantly non -conforming; f. Compatibility with existing land use patterns and densities of the surrounding neighborhood; g. The possible threat to public health, safety or welfare; and h. Any other relevant factors. (City of National City Municipal Code Section 18.108.230) 8. Staff recommendation of amortization schedule to the Planning Commission for non -conforming uses. 9. Coordinate with legal counsel, business appraiser and city staff in the preparation of individual amortization schedules for non -conforming uses, reviewing the individual amortization schedules for legal requirements, representing the City at the Planning Commission hearings where the amortization schedules are presented, and handling any appeal to the City Council of an adopted amortization schedule. 10. Work with City staff and legal counsel to review property profiles for non -conforming uses. 11. Work with City staff to make a determination on the adaptability of the land and improvements to a currently permitted use. 12. Determine a cost estimate of moving and reestablishing the use elsewhere based on an estimate from a relocation consultant and an appraisal for reestablishment of the business in a new location. 13. Work with legal counsel to determine whether the use is significantly non -conforming due to its incompatibility with land use patterns and densities of the surrounding neighborhood; the possible threat to public health, safety or welfare; and consideration of other relevant factors. 14. Work with legal counsel and the business appraiser to determine a final amortization schedule for each of the non -conforming uses. 15. Prepare an analysis of potential funding sources for future program implementation of amortization activities. 16. Work with City staff to prepare recommendations for on -going implementation of non -conforming uses. 17. Attend meetings and coordinate consultations with landowners and business tenants to finalize the individual amortization schedules. Provide any backup information as necessary. 18. Attend community meetings, Planning Commission and City Council meetings as directed by the Community Development Director. 19. Other activities as requested by the Community Development Director (may include coordinating City -run mailings to property owners/tenants regarding the Amortization process, coordination with commercial brokers and City planning staff for land use educational processes, and other activities). PROPOSED PROJECT SCHEDULE Weeks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Kick-off meeting with Commission Staff, Scope Review and Data Collection. Preparation of detailed a Project Schedule outlining critical dates for achieving data collection and completing field survey work. Download of 2016 Property Information for properties within the WSP Area. Field Survey Ranking Process on a property level basis. Collection of Violations and Compliance Data from City departments, County departments and outside agencies. Identification of potential funding sources for on -going program implementation. Verification of Field Survey results collected in the field. Data Input of Field Survey information into the Excel Spreadsheet for the Field Rankings. Completion of the Ranking Spreadsheet compiling the information collected from City Departments and outside agencies with the field survey rankings. Attendance at Community meetings, Planning Commission meetings, and/or City Council meetings as directed by City staff. TIERWES-01 VOLIVARES , CERTIFICATE OF LIABILITY INSURANCE �' - DATE(MMIDD/YYYY) 3/3/2016 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 License # 0D79613 Bowermaster & Associates Insurance Agency, Inc. 10805 Holder Street, Suite 350 Cypress, CA 90630 CONTACT Michele Weaver NAME: PHONE (714)733-6200 F°X (714)252-8253 (A/c No ExU: (A/c, No): A DRIESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Ohio Security Insurance Company INSURED Tierra West Advisors, Inc. 2616 East 3rd Street Los Angeles, CA 90033 INSURER B:The Hartford Insurance Group INSURER C : Scottsdale Insurance Company INSURER D : 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE INSD DDL SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY OCCUR X BZS55709073 10/01/2015 10/01/2016 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X PREM psi "sr (Ea occur ence) $ 2,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT POLICY PRO- JECT OTHER: APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS -OWNED BZS55709073 10/01/2015 10/01/2016 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ NON XUTO(Per PROPERTY eeDAMAGE accident) $X $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y IN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X 72WECLY5490 10/01/2015 10/01/2016 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C C Misc. Professional L Misc. Professional L EKI3164775 EKI3164775 08/15/2015 08/15/2015 08/15/2016 08/15/2016 Each Claim/Aggregate 2,000,000 Retention 15,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of National City, its officers, agents and employees are Additional Insured as respects General Liability per form General Liability per form BP79960713. Primary and Non Contributory wording applies per form BP14880713. Waiver of Subrogaiton applies to Work Comp per form WC040306. CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 79 96 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUBJECT PAGE AGGREGATE LIMITS OF INSURANCE 3 AMENDMENT OF INSURED CONTRACT DEFINITION 4 BLANKET ADDITIONAL INSURED (OWNERS, CONTRACTORS OR LESSORS) 2 BODILY INJURY 4 BROADENED COVERAGE FOR DAMAGE TO PREMISES RENTED TO YOU 2 DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 4 INCIDENTAL MEDICAL MALPRACTICE 2 MOBILE EQUIPMENT 2 NEWLY FORMED OR ACQUIRED ORGANIZATIONS 3 PERSONAL AND ADVERTISING INJURY 4 SUPPLEMENTARY PAYMENTS 2 Bail Bonds Loss Of Earnings BP79960713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 IMMENSE Section II - Liability is amended as follows: 1. SUPPLEMENTARY PAYMENTS Paragraph f.(1)(b) of A Coverages is replaced by the following; (b) Up to $3000 for cost of bail bond required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish the bonds. Paragraph 1.f.(1)(d) of A Coverages is replaced by the following; (d) All reasonable expenses incurred by the insured at our request to assist us in the Investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. II. BROADENED COVERAGE FOR DAMAGE TO PREMISES RENTED TO YOU With respect to the coverage provided under this endorsement, Section II - Liability is amended as follows: 1. The final paragraph of B.1. Exclusions - Applicable To Business Liability Coverage is deleted and replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is deleted and replaced by the EffilliC following: mom The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declaration. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance is deleted. 111. INCIDENTAL MEDICAL MALPRACTICE Exclusion 1.j.(4) does not apply to Incidental Medical Malpractice Injury coverage. The following is added to F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 23. 'Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: a. medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or bev- erages in connection therewith; or b. the furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. This coverage does not apply to: 1. expenses incurred by the insured for first- aid to others at the time of an accident and the Duties in the Event of Occurrence, Claim or Suit Condition is amended accordingly; 2. any insured engaged in the business or occupation of providing any of the services described under a. and b. above; 3. injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. and b. above. IV. MOBILE EQUIPMENT 1. Section C. Who is An Insured is amended to include any person driving "mobile equipment" with your permission. V. BLANKET ADDITIONAL INSURED (OWNERS, CONTRACTORS OR LESSORS) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. currently in effect or becoming effective during the term of this policy; and b. executed prior to the "bodily injury", "property damage", "personal and advertising injury". BP79960713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 2. The insurance provided the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The limits of insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. c. The insurance provided the additional insured does not apply to: (1) (2) (3) Liability arising out of the sole negligence of the additional insured; "Bodily injury", "property damage", "personal and advertising injury"; or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: (a) The preparing, approving maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering Any "occurrence" that takes place after you cease to be the Declarations; or (4) Structural alterations, new construction or demolition person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. VI. NEWLY FORMED OR ACQUIRED ORGANIZATIONS The following is added to C. Who Is An Insured: 3. Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However, a. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; b. Coverages A. Paragraph 1. Business Liability, does not apply to: (1) activities. a tenant in the premises described in operations performed by or for the "Bodily injury" or "property damage" that occurred before the entity was acquired or incor- porated or organized by you; and (2) "Personal and advertising injury" arising out of an offense committed before the entity was acquired or incorporated or organized by you; and c. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. VII. AGGREGATE LIMITS The following is added to Aggregate Limits Paragraph 4. of D. Liability and Medical Expenses Limits of Insurance: The Aggregate Limits apply separately to each of "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. BP 79 96 07 13 ® 2013Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 8 8NICIZZ s VIII. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 1. The requirement in E. Liability And Medical Expenses General Conditions paragraph 2.a. that you must see to it that we are notified of an "occurrence" or offense which may result in a claim applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. The requirements in E. Liability And Medical Expenses General Conditions paragraph 2.b. that you must see to it that we receive notice of a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. IX. BODILY INJURY Paragraph 3. of F. Liability And Medical Expenses Definitions is replaced by the following: 3. "Bodily Injury" means: a. Bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. X. AMENDMENT OF INSURED CONTRACT DEFINITION Paragraph 9. of F. Liability And Medical Expenses Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construc- tion or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. XI. PERSONAL AND ADVERTISING INJURY Paragraph 14. b. of F. Liability And Medical Expenses Definitions is replaced by the following: b. Malicious prosecution or abuse of process. BP79960713 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 BUSINESSOWNERS BP14880713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other In- surance of Section 1I1 - Common Policy Condi- tions and supersedes any provision to the con- trary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: 1. The additional insured is a Named In- sured under such other insurance; and BP14880713 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribu- tion from any other insurance available to the additional insured. @ Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC LY5490 Endorsement Number: Effective Date: 10/01/15 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TIERRA WEST ADVISORS, INC. 2616 E 3RD ST LOS ANGELES, CA 90033 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD C/O CITY ATTORNEYS OFFICE NATIONAL CITY CA 91950 ATTN: GREG CARPENTER CITY OF EL SEGUNDO, PLANNING & BUILDING SAFETY DEPARTMENT, 350 MAIN ST EL SEGUNDO, CA 90245 CITY OF GARDEN GROVE 11222 ACACIA PARKWAY GARDEN GROVE, CA 92840 Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 08/17/15 CONTRACT PLANNINA SUOOORT SERVICES CONSULTING FOR CITY GENERAL PLAN UPDATES Authorized Representative Policy Expiration Date: 10/01/16 (/ "+l"kAltl) CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk TIERRA WEST ADVISORS Consulting Services Amortization of Non -Conforming Uses in the Westside Specific Plan Area Denise Davis (Planning) Forwarded Copy of Agreement to Tierra West Advisors