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18-245 Amendment #3 dated 6-7-24 Chandler - Investment Advisory Services1 THIRD AMENDMENT TO AGREEMENT 18-245 BETWEEN THE CITY OF CUPERTINO AND CHANDLER ASSET MANAGEMENT, INC. FOR CONSULTING SERVICES AGREEMENT FOR INVESTMENT ADVISORY SERVICES This Third Amendment to Agreement 18-245 between the City of Cupertino and Chandler Asset Management, Inc. is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Chandler Asset Management, Inc., a Corporation (“Contractor”) whose address is 9225 Towne Centre Drive, Suite 600, San Diego, CA 92121, and is made with reference to the following: RECITALS: A. On December 20, 2018, Agreement 18-245 (“Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement for Investment Advisory Services. B. The City and Contractor entered into a First Amended Agreement for Investment Advisory Services (“First Amended Agreement”) effective December 16, 2021. C. The City and Contractor entered into a Second Amended Agreement for Investment Advisory Services (“Second Amended Agreement”) effective November 9, 2022. D. The Agreement, First Amendment and Second Amendment are collectively referred to as the “Agreement” unless otherwise indicated. E. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. F. City and Contractor to continue Contractor’s services to the City under the agreement, hereby affirm their intent that it remain in full force and effect as amended and reinstated by this Third Amendment. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 1 of the of the Agreement is modified to read as follows: Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue until December 31, 2028. The City may, at its option and the discretion of the City Manager, exercise up to one (1) one-year extension by providing a written notice of intent to extend the Agreement to the Consultant no less than thirty (30) days prior to the expiration of the previous term. Such extension shall be at the same price and conditions set forth herein. 2. The Fees set forth in Paragraph 3 of the Agreement shall not exceed $600,000 during the term of this Third Amendment. 3. Paragraph 7 of the Agreement is modified to read as follows: Notices. All reports and other communications required hereunder to be in writing shall be delivered in person, or sent by first-class mail postage prepaid, by overnight courier, by confirmed facsimile with original to follow or by confirmed electronic mail with proof of receipt to the addresses set forth below. Either party to this Agreement may, by written notice given at any time, designate a different address for the receipt of reports and other communications due hereunder. 2 Chandler Asset Management Attn: Nicole Dragoo 9255 Towne Centre Drive, Suite 600 San Diego, CA 92121 ndragoo@Chandlerasset.com City Representative Kristina Alfaro or Jonathan Orozco 10300 Torre Avenue Cupertino, CA 95014 KristinaA@cupertino.gov, JonathanO@cupertino.gov 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date CHANDLER ASSET MANAGEMENT, INC. By Title Date CEO 06/07/24 City Manager 06/07/24 Christopher D. Jensen 06/07/24 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. INSR ADDLSUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Travelers Casualty Insurance Travelers Insurance Company Hartford Fire Insurance Company Twin City Fire Insurance Company Houston Casualty Co 12/19/2023 Starkweather & Shepley PO Box 549 Providence, RI 02901-0549 401 435-3600 Connie Roussel 401 435-3600 401-735-1059 croussel@starshep.com Chandler Asset Management Inc 9255 Towne Center Drive Suite 600 San Diego, CA 92121 19046 25674 19682 29459 42374 A X X X Per Written Contract X Y Y 6802C0796052342 09/01/2023 09/01/2024 2,000,000 1,000,000 5,000 2,000,000 4,000,000 4,000,000 A X X X Y Y BA4N1159572342G 09/01/2023 09/01/2024 1,000,000 B X X X 0 Y Y CUP2C0850222342 09/01/2023 09/01/2024 10,000,000 10,000,000 C N Y 02WECCR2756 09/01/2023 09/01/2024 X 1,000,000 1,000,000 1,000,000 D E C Professional Liab Cyber Liability Crime 08DC021984523 H21NGP20973102 08FA024546723 08/02/2023 08/02/2023 08/02/2023 08/02/2024 08/02/2024 08/02/2024 10,000,000 4,000,000 10,000,000 Endurance Risk Solutions #43630 1st Excess Professional Liability F1X3001867801 Eff. 8-02-2023 Exp. 8-02-2024 Limit $10,000,000 Everest National #10120 2nd Excess Professional Liability FL5EX00728231 Eff. 8-02-2023 Exp. 8-02-2024 Limit $10,000,000 Total Professional (E&O) Limit $30,000,000 (See Attached Descriptions) City of Cupertino Attn: Kristina Alfredo or Zach Korach 10300 Torre Avenue Cupertino, CA 95014 1 of 2 #S2259604/M2259579 CHANDASTClient#: 62001 SHL 1 of 2 #S2259604/M2259579 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The City of Cupertino, it's officers, employees, agents and volunteers are additional insured on a primary and non-contributory basis as required by written contract or agreement. A waiver of subrogation also applies to the additional insured as required by written contract or agreement. 2 of 2 #S2259604/M2259579 Policy # 6802C0796052342 Policy # 6802C0796052342 Policy # CUP2C0850222342 City of Cupertino - Chandler - Investment Advisory Services Final Audit Report 2024-06-07 Created:2024-06-06 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAARno_33rycY55DczcBy7QwmpRCgEhXKVR "City of Cupertino - Chandler - Investment Advisory Services" Hi story Document created by Webmaster Admin (webmaster@cupertino.org) 2024-06-06 - 10:59:55 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2024-06-06 - 11:02:27 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2024-06-06 - 11:03:25 PM GMT- IP address: 104.47.73.254 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2024-06-06 - 11:03:41 PM GMT - Time Source: server- IP address: 24.6.211.237 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-06-06 - 11:03:45 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-06-06 - 11:30:12 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Nicole Dragoo (ndragoo@chandlerasset.com) for signature 2024-06-06 - 11:30:16 PM GMT Email viewed by Nicole Dragoo (ndragoo@chandlerasset.com) 2024-06-07 - 1:50:23 PM GMT- IP address: 184.178.219.117 Document e-signed by Nicole Dragoo (ndragoo@chandlerasset.com) Signature Date: 2024-06-07 - 1:51:22 PM GMT - Time Source: server- IP address: 184.178.219.117 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2024-06-07 - 1:51:26 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2024-06-07 - 3:46:00 PM GMT- IP address: 104.47.74.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2024-06-07 - 3:46:10 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-06-07 - 3:46:14 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-06-07 - 3:47:18 PM GMT- IP address: 104.47.73.254 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-06-07 - 3:48:00 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-06-07 - 3:48:02 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-06-07 - 3:48:08 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-06-07 - 5:10:46 PM GMT- IP address: 104.28.111.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-06-07 - 5:11:12 PM GMT - Time Source: server- IP address: 174.194.231.202 Agreement completed. 2024-06-07 - 5:11:12 PM GMT