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18-203 Chicago Title Company, Right of Way Title Services
CITY OF a PROFESSIONAL/CONSUL TING SER VICES AGREEMENT CUPERTINO 1. PARTIES Thi s Agreement is made and entered into as of S..Q--/?,:(~~ l I , M ct: ("Effective Date") by and between the City of Cupertirio , a municipal corporation ("City"), and Chicago Title Company ("Contractor"), a California corporation for right of w ay title services 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31 , 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on _Effective Date_ and shall be completed by December 31 , 20J 9 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $25 ,000 .00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thi1iy (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any furth e r payment or other obligations under the Agreement. City Proj ec t Pa ge I of 8 Pro.fess io11al/Cons11/ti ng Co nlrac ls /Ve rsion: May 22, 20 /8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed , registered , and /or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City 's request, Contractor will provide proof of payment and will indemnify City for violation s pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. An y interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan , drawing, specification , data, record, document or other information or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope1iy of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the prope1iy of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City 's written approval. City Proj ec t Page 2 o f 8 Professional!Consulting Co ntrac ts /Ve rs ion: May 22 , 20 /8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and suppo1iing documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper aiiicles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify, defend and hold City Proj ec t Page 3 of8 Professional/C onsulting Contracts /Ve rsion: May 22 , 20/8 harmless City, its City Council , boards and commissions, offi c ers , officials , employees, agents , servants , volunteers and consultants ("lndemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims , actions , causes of action , demands , charges, losses , costs and expenses (including attorney fees , lega l costs and expenses related to litigation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a ) Breach of contract, obligations, representations or warranties; (b) Negli gent or willful acts or omissions committed during performance of the Services; (c) Personal injury, prope11y damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information ; ( e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope11y rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision . Contractor must accept a tender of defense upon receiving notice from City of a third-party claim , in a ccordance with California Public Contract Code Section 9201. At City 's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor 's duties under this section are not limited to the Contract Price, workers ' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor 's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction . 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered , and the effective and e xpiration dates of coverage. Failure to comply with this provision may result in City, at its sole discr etion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor 's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. C ity Proj ect Page 4 of 8 Profess ional/Co 11 s11/r ing Co 111ra c1s /Ve rsion: May 22, 201 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed , color, ancestry , national origin , ethnicity, handicap , disability, marital status , pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees . 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns John Raaymakers as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns Scott Schilling ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City 's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or paits therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Ci ty Proj ect Page 5 of 8 Professional/Co nsulti ng Co ntra cts !Ve rs ion: May 22, 20 /8 given reasonable time to assemble the work and close out the Services. With City 's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum often percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Collli for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing patiy will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third patty beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Patiies, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party 's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. C ity Proj ect Page 6 of8 Pr of essional/Consulting Con1ra c1s /Ve rs ion: May 22, 2 01 8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken inse1tions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the cou1t to be void, in val id, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Pa1ties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid , registered or certified, or the next business day following electronic submission: To City of Cupe1tino I 0300 Torre Ave., Cupertino CA 950 14 Attention: John Raaymakers Email: johnr@ cupertino .org To Contractor: Chicago Title Company 675 No rth First Street, Suite 300 San Jose , CA 95112 Attention: Christina Molotla Email: cmolotla@ctt.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupe1tino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed by the City Manager or an authorized designee , and (c) is approved for form by the City Attorney's Office. City Project Page 7 of 8 P r ofess ional/Consulting Contracts !Ve rsion: May 22, 2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which , taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Chicago Title Co mpany s y~ ./ .. . Name ~ ~\ \U.l,t,P-=, Title ~f Date q-l\-~'t:? Tax J.D. No.: 36-3341513 ------ CITY OF CUPERTINO A Municipal Corporation By ~J/h-- Name cHII .D P1 oSl f'{ Title _C._t r_Y_ti_µ_e,..._; ;J_t_a_-re. __ Date i/13/ 1<g _ _:... _ _,_ _____ _ "~.t2..e) cf c'J-) t;-t-P ORM: 'u tf -:A-</-1 fl Cupe11ino Acting City Attorney ~,Jt GRACE SCHMIDT /O / C--. ['( City Clerk 0 City Proj ect r)r~i--t-~-v-1'--L J l V-1 D · 1S'? q OD .qoS; ~-T u c3 _~--i.o'?? Page 8 of 8 Professional/Cons11/ting Contract s /Ve rsion: May 22, 2018 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to title services supporting property rights acquisition for the Orange A venue Sidewalk Improvement and the Byrne Avenue Sidewalk Improvement Projects . SECTION 1. GENERAL General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULT ANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall coordinate all responses to comments through the OTY. ' 3 CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. SECTION 2. SCOPE OF SERVICES TASK #1: Condition of Title Reports Chicago Title Company (CTC) will provide twenty-six (26) Condition of Title Reports (CTR), including eCTRs, which include hyperlinks to underlying title documents, for twenty-six (26) parcels in Cupertino, CA referenced as 1-26 in the property table labeled Attachment 1 . Deliverable(s): Condition of Title Reports, including eCTRs TASK #2: Record Owner Guarantees CTC will provide Record Owner Guarantees for twenty-six (26) parcels referenced as 27-52 in the property table labeled Attachment 1. Deliverable(s): Record Owner Guarantees TASK #3: Additional Services CTC will perform Additional Services as assigned. Deliverable(s): To Be Determined Chicago Titl e Company Agreement Exhibits & Attachments Page 1 of 5 EXHIBITB SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by D ecember 31, 2019. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each task. The CITY may approve in writing the ext ension of any due date set in this Exhibit. Task #1 : C ondition of Title Reports Task #2 : Record Owner Guarantees Task #3 : Additional Services Page 2 of 5 Chicago Title Company Agreement Exhibits & Attachments Two and a half weeks or less after the execution of the consultant agreement Two and a half weeks or less after the execution of the consultant agreement As agreed upon A. Maximum Compensation. EXHIBIT C COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed TWENTY-FIVE THOUSAND DOLLARS ($25,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Exhibit A, Section 2, Task No. 3 and inclusive of reimbursable expenses, for the amount of TWENTY-THREE THOUSAND, FOUR HUNDRED DOLLARS ($23,400.00). Consultant will not be compensated for Deed of Trust Modification Fee/Escrow Coordination and Special Projects Unit (SPU) fees as detailed in Attachment 2, Fee Detail, for parcels that do not require a Deed of Trust Modification. The maximum amount of Additional Services are authorized under Section E of this EXHIBIT C is SIXTEEN HUNDRED DOLLARS ($1,600.00). B. Method of Payment For Task Nos . 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each task performed, and reimbursable expenses incurred if applicable, in completing that task under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall describe the topics and tasks completed during the Invoice period . The Invoice shall list work completed and reimbursable expenses if applicable. CONSULTANT shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period . Chicago Title Company Agreement Exhibits & Attachments Page 3 of 5 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows : Task Task Description Compensation Task #1: Condition of Title Reports (26) $ 14,950 Task #2: Record Owner Guarantees (26) $8,450 Task #3: Additional Services (requires separate authorization) $1,600 TOTAL $25,000 CONSULTANT shall not exceed any of the specified budget amow1ts for any Task without prior written authorization from the CITY . The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed TWENTY-FIVE THOUSAND DOLLARS ($25,000). Fee s Do Not Include: • Actual Recording Charges from city/county municipality • Reissuance of any policies and endorsements required by Lender • Third party or out of office signing services • Lender payoff or demand fees • Transfer Tax • Other governmental fees or charges • Courier Fees Chicago Title Company Agreement Exhibits & Attachments Page 4 of 5 D. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. E. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization from the CITY . Additional Services shall be separately negotiated to be paid on a lump sum basis. The CITY has set aside the sum of SIXTEEN HUNDRED DOLLARS ($1,600) for the payment of Additional Services . The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Chicago Title Company Agreement Exhibits & Attachments Page 5 of 5 City of Cupertino -Orange & Byrne Sidewalk Improvements Property Li st August 9, 2018 # APN SITE ADDRESS ROW TCE INFO NEEDED Properties Where We Need Permanent Right of Way+ Temporary Construction Easements 1 357-12-039 10475 Byrne X X Preliminary Report 2 357-15-011 10178 Orange X X Preliminary Report 3 35 7-15-012 10217 Orange X X Preliminary Report 4 357-15-023 10240 Byrne X X Preliminary Report 5 357-15-050 21930 San Fernando X X Preliminary Report 6 357-15-061 10331 Orange X X Preliminary Report 7 357-15-062 10351 Orange X X Preliminary Report 8 357-15-063 10361 Orange X X Preliminary Report 9 357-15-075 10340 Bryne X X Preliminary Report 10 357-15 -077 10290 Byrne X X Preliminary Report 11 357-15-078 · 10284 Byrne X X Preliminary Report 12 357-15-101 10204 Byrne X X Preliminary Report 13 357-16-045 10090 Byrne X X Preliminary Report 14 357-16-057 10141 Orange X X Preliminary Report 15 357-16-058 10155 Orange X X Preliminary Report 16 357-16-059 10165 Orange X X Preliminary Report 17 357-16-070 10180 Byrne X X Preliminary Report 18 357-16-072 10156 Byrne X X Preliminary Report 19 357-16-097 10121 Orange X X Preliminary Report 20 357-18-032 10206 Orange X X Preliminary Report 21 357-19-009 10394 Orange X X Preliminary Report 22 357-19-028 10310 Orange X X Preliminary Report 23 357-19-034 10260 Orange X X Preliminary Report 24 357-19-113 10408 Orange X X Preliminary Report 25 357-19-121 10420 Orange X X Preliminary Report Properties Where We Need Right of Way ONLY 26 357-17-080 21770 Granada X Preliminary Report Properties Where We Need Temporary Construction Easements ON LY 27 357-11-002 10055 Byrne X Record Owner Guarantee 28 357-11-006 10103 Byrne X Record Owner Guara ntee 29 357-11-007 10115 Byrne X Record Owner Guarantee 30 357-11-008 10127 Byrne X Record Owner Guarantee 31 357-11-017 10263 Byrne X Record Owner Guarantee 32 357-11-018 10279 Byrne X Record Owner Guarantee 33 357-11-019 10295 Byrne X Record Owner Guarantee 34 357-12-035 10435 Byrne X Record Owner Guarantee 35 357-14-001 10491 Orange X Record Owner Guarantee 36 357-14-020 10455 Orange X Record Owner Guarantee 37 357-14-021 10465 Orange X Record Owner Guarantee 38 357-14-055 10381 Orange X Record Owner Guarantee 39 357-14-059 10420 Byrne X Record Owner Guarantee 40 357-14-061 10411 Orange X Record Owner Guarantee 41 357-14-072 10400 Byrne X Record Owner Guarantee 42 357-15-080 10210 Byrne X Record Owner Guarantee 43 357-15 -093 10270 Byrne X Record Owner Guarantee 44 357-15-096 10261 Orange X Record Owner Guarantee 45 357-15-100 21801 San Fernando X Record Owner Guarantee 46 357-15-124 10296 Byrne X Record Owner Guarantee 47 357-17-101 21771 Lomita X Record Owner Guarantee 48 357-19-023 10360 Orange X Record Owner Guarantee 49 357-19-024 10350 Orange X Record Owner Guarantee so 357-19-026 10330 Orange X Record Owner Guarantee 51 357-19-027 10320 Orange X Record Owner Guarantee 52 357-19-114 10382 Orange X Record Owner Guarantee EXHIBIT D Insurance Requirements 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 VJ.. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability ~ i/ I{)~ for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $1,000,000 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 i t 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 01 (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 and non-contributory 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. ,v'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. V3 . 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. 4 \ IJ\.. Not required . Consultant has provided written verification of no employees. V 4, Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's ~ ol t1)°t" profession, with limits no less than $2,000,000 per claim or $2,000,000 aggregate. If written on a claims l made form: a. Any Retroactive Date must be shown and must be before the Effective Date oftheContract. b. Insurance must be maintained for at least five (5) years after completion of the Services. Page 1 of 3 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 . 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 policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as both CG 20 10 and CG 20 37 forms). Primary Coverage Solely with respect to liability resulting from the wrongful acts negligence of Consultant, coverage afforded to City/Additional Insureds shall be primary insurance and 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 Consultant will provide to City 30 days advance notice of cancellation or non-renewal, except where all required coverage remains continuously in force under replacement or renewal policies of an essentially similar nature . Waiver of Subrogation V 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. Acceptability of Insurers Insurers must be authorized to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish standard ACORD insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this 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 in types and amounts reasonable and appropriate to that part of the Services being provided . Higher Insurance Limits Page 2 of 3 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 request modification to 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, subject to review and approval by Consultant 's Risk Manager, which shall not be unreasonably denied Page 3 of 3 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts 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 th an 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 01 (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 and non-contributory 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 Li ability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Con sultant has pro vided writte n verification of no e mployees . 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 $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ex h. D-In surance R e qu irem ents f or D es ig n P rofessionals & Con sultants Contra c ts Form Updated Feb . 2018 1 Page 1 of 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~· 09/11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES N OT 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 ISS UI NG INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIO NAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certa in policies may require an en dorseme nt. A statement on this certificate does not confe r rights to the certificate holder in l ieu of such endorsement (s). PRO DUCE R CONTACT NAME : Willis In s ur a nce Services of Ge o rgia , Inc. ri:igNJQ Ex!): 1-877-945-7378 I FAX 1-888-46 7-2378 c/o 26 Century Blvd : (A /C, No): E-MAIL P .O. Box 305191 ADDRESS: certificates @willis .com Nashville , TN 372305191 USA INSURERISI AFFORDING COVERAGE NAIC# INSURER A : Ha rtford Fire Insurance Company 19682 INSURED INSU RER B : Continental I nsurance Company 35289 Fidelity National Financial, Inc. and its Subsidiaries Attn: Risk Mgmt Dept INSURER C: Hartford Accide nt and Inde mnity Company 22357 601 Riverside Ave, Bldg 5 IN SURER D: Twin City Fire Insurance Company 29459 Jacksonville , FL 32204 INSURER E : Allianz Global Ri s ks US I nsurance Company 35300 IN SURER F : COVERAGES CERTIFICATE NUMBER: W7458053 REVISION NUMBER: THI S IS TO CERT IFY TH A T THE POLICIES OF INSURANCE LI STED BELOW H AV E BEEN IS S UED TO THE INS URE D NAM ED ABOVE FOR THE PO LI CY PERIOD IND ICATED. NOTW ITHSTAN DIN G A NY R EQU IREMENT, TERM OR COND ITI ON OF ANY CONTRACT OR OTHER DOCUMENT W IT H RES PE CT T O W HI C H THI S CERT IFICATE MAY BE ISSUED OR MAY PERTAI N, THE INSURANCE A FFORDED B Y THE POLIC IES DE SCR IB ED HEREIN IS S UBJECT T O A LL THE TERMS, E XC LU SIONS AN D COND ITI ONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY P A ID CLAIMS. IN SR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYYI (MM/DD/YYYYI LIMIT S X COMMERCIAL GENERAL LI AB ILITY EACH OCC URRENCE s 1,000 ,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO i<ENTEu PREM ISES /Ea occurrence I s 1,000 ,000 - A X Hos t Liquor Liability MED EXP (Any one pe rson) s 0 -y y 20CSEC90929 I/ 11 /15/2018t V 11 /1 5 /20 17 PERSON AL & ADV INJURY s 1 ,000 ,000 - GEN'L AGGREGATE LIMIT APP LI ES PER: GENERA L AGGREGATE s 10 ,000,000 ~ D PRO-D LOC PRODUCTS -COMP/OP AGG s 2 ,000 ,000 POLICY JECT OTHER: s AUTOMOBILE LI ABILIT Y COMB INED SIN GLE LIMI T s 1 ,000 ,000 (Ea accidenl) f-- X ANY AUTO BOD IL Y INJURY (Pe r person) s A f--OWNED -SCHEDULED y 11 /15/20 17 11 /15/20 1 8 l~ODIL Y INJU RY (Pe r accidenl) 20CSEC90930 s f--AU TOS ON LY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ f--A~I?cr.SJNL y -s'-elJ.lf??n~~~td (Per accident) X Darnaae is X $ / "' X UMBRELLA LIAS M OCCUR !;ACH OCCURRENCE s /10 , 000 , 000 B f-- EXCESS LIAS CLAI MS-MA DE y 6011818715 11 /15 /20 17 11 /15/2018 AGGREGATE s ~o, ooo, ooo OED I X I RETENTION $ D s .......____.,, WORKERS COMPENSATION X I ~¥fTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N C ANYPROPR IETOR/PAR TNER /EXECUT IVE EJ y 20WNC90926 V ,E.L. EACH ACC IDENT s 1,000 ,00 0 OF FI CER/M EMBER EXCLUDED? N / A 11 /1 5/2017 11 /15 /20 1 ~ (Mandatory in NH) EL DISEASE -EA EMPLOYEE s 1 ,000,000 If yes, describe und er EL DISEASE· PO LI CY LIMIT s 1 ,000,000 DESCRIPT ION OF OPERAT IONS be low D Wo r kers Compensation and y 20WBRC90 927 11 /1 5/20 1 7 11 /1 5/2019-rf;:.L. Each Accident $1,000,000 Employe rs Liability -E .L. Disease-Ea Emp $1,000,000 Per Statute E.L.Disease-Pol Limi1 $1,000,000 DESCRIPTION OF OPERATIONS / LOCAT IONS/ VEHICLES (ACORD 101, Additional Rem ark s Schedu le, may be attac hed if more space Is required) Additional Named Insured: Chicago Title Company SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOU LD AN Y OF THE ABOVE DESCRIBED POLIC IES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WI LL BE DELIVERED IN ACCORDANCE WITH THE PO LIC Y PROVISIONS . City of Cupertin o AUTHOR IZED REPRESENTATIVE Attn: John RaaymaJcers 10300 To rre Ave ., ()tr~ Cupertino, CA 95014 © 1988-2016 ACORD CORPORATION. All rights reserved . ACORD 25 (2016/03) The ACORD name and logo a re registered marks of ACORD SR ID, 1671 7303 81\TCl!c 862363 v v 9 . .....-., DATE (MM/DD/YYY) I ACORo·· CERTIFICATE OF LIABILITY INSURANCE 11/6/2017 1...--~ THIS CERTIFI CATE IS ISSUED AS A MATIER OF I NFORMATION ONLY AND CONFERS NO R IG HTS U PON THE C ERTIFICATE HOLDER. THIS CERT IFI CATE DOES NO AFF IRMATIVE LY OR NEGAT IVE LY AMEND, E XTEND OR ALT ER TH E COVERAGE AFFOR DED BY THE POLICIES BELOW THIS CERTIFI CATE OF INSURANCE DOES NOT CONST ITUTE A CONTRACT B ETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATI VE OR PRODUCER, AND THE C ERTIFICATE HOLDER. IMPORTANT: If th e cert ifi cate h o lde r is an ADD ITI O NA L IN S URED, the po li cy(ies) must be endorsed. If SUBROGAT ION IS WAIVED, subject to the terms and condi tion s of the po li cy, certa in policies may require an endo rsement. A sta t ement on this certificate does not confer rights to the certifica te holder in li eu of such endorseme nt(sl. PRODUCER CO NT AC T NAME : W Fleenor Willis of New Yo rk, In c . PHONE I FAX (NC, No . Ext): 813-490.6843 (NC , No): 200 Lib erty Stree t , 6th Floor E-MAI L New York NY 10281 ADDRE SS : wendy.fl eeno r@willis.com PRODUCER CUSTOM ER ID#: IN SURER{S) AFF ORDING COVERAGE NA IC# INSURED INSURER A : H ouston Casualty Company 42374 Chicago Title Company and its Subsidiaries INSURER B: Ll oyds 15792 Corpora te Risk Management Department INSURER C: 601 Riverside Avenue, Bldg 5 IN SURER D: Jacksonville FL 32204 IN S URER E : IN SURER 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 REQUIR EMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W ITH RESPECT TO WH ICH THIS CERT IFI CATE MAY BE ISS UED OR MAY PERTAIN. THE IN SURANCE AFFORDED BY THE POLICIES DES CRIB ED HEREIN IS SUBJECT TO A LL THE TERMS, EXC LU S IONS AND COND ITIONS O F SUCH PO LI CIE S. LIMI T S SHOWN MAY HAV E BEEN REDUCED BY PA ID CLAIMS . IN SR ADDL SUBR POLI CY NUMBE R PO LI CY EFF PO LICY EXP LTR TYPE OF INS UR ANC E INSR WV D (MM/DD/YYY) (MM/DD /YY) LIM ITS GENER AL LI ABI LITY EACH OCC URRENCE s -COMMERCIAL GENERAL LI ABILITY DAMAGES TO RENTED PREMISES(Ea occurrence) s -I CLA IMIS -MADE fl OCCUR MED EXP (Any one person) s -PERSONAL & ADV IN JURY $ GENERAL AGGREGATE $ GEN'L AGGREGA TE LIMIT APP LIE S PER : PRODUCTS-COMP/OP AGG s n n PRO-n POLICY JECT LO G AUTOMOB ILE LIABILITY COM£JINED SINGLE LIMIT (Ea accident) s -ANY AUTO BOOIL Y INJUR Y(Per pe1son) s -ALL OWNED AUTOS BODI LY INJURY(Per ac cide nt) s -PROPERTY DAMAG E s SC HEDULED AUTOS (Per accide nt ) -HIRED AUTOS s -NON-OWNED AUTOS s - UMBRELLA LIAB H OCCUR EACH OCCURRENCE s -EXCESS LIAB CLA IMS-MADE AGG REG ATE s s DEDUCTIBLE s -RETENTION $ $ WORKERS COMPENSAT ION AND I WC STATU-I I OTH- EMPLOYERS' LIABILITY TO RY LIMITS ER YIN NIA ANY PROPRIETOR/PARTNER/E XEC UTIVE D E.L. EAC H ACCIDENT s OFFICER/MEMBER EXCLUDED ? (Mandatory In NH) E.L. DISEASE -EA s EMPLOY EE If yes , describe under E.L. DISEAS E -POLICY s DESCRIPTION OF OPER ATION S bel ow LI MIT O THER A Errors & Omiss io ns/Cyber Risk 14-MG-17-A13 535 11 /15/2017 11 /15/2018 Lim it Per Clai m -S10M / Annu al Ag g -S10M B Fidelit y Bond/Computer Crime Policy W131B9 170601 11/15/2017 11/15/20 18 Lim it Pe r Cla im -S25M / Annual Ag g -S50 M DE SCR IPTI ON OF OPERATIONS/LOCATIO NSN EHIC LE S (Attach ACOR D 101, Additional Remarks Schedule . if more space is required) Evid ence of E&O and Crime In surance for all loca tions and operations of Ch icago Title Company and its subsi di aries anywhere in the world . E&O includ es Professio nal and Technology Liability and Cyb er Risk Coveraae CERTIFICATE HOLDER City of Cupertin o Attention: John Raaymakers 10300 Torre Ave . Cupertino CA 95014 ACORD 25 (2009/09) CANCELLATION SHOULD AN Y OF THE ABOVE DES CRIO ED POLI CIES BE CANCE L LED BEfORE THE EXP IR ATIO N DAT E THER EOR , NOTI CE WILL BE DELIVERED IN ACCORDANC E WITH THE POLI CY PR OV ISIONS . AUTH OR IZED REPRESEN TATI VE ,, / ~. :. \ \ \ ©1988-2009 ACORD CORPORATION. All rights res erved The ACORD name and logo are registered marks of ACORD V ~® ACORD ~ AGEN CY Wi l lis I n surance PO LI CY NUMB ER See Page 1 CARR IER See Page 1 Ser vice s ADDITIONA L REMARKS of AGENCY CUSTOMER ID: ------------------------- LO C #: ADDITIONAL REMARKS SCHEDULE Pa ge 2 of 2 NAM ED INSURED Georgia, I n c . Fide l i ty Nati o nal Financi a l , I nc. and i t s Subsidiaries A t tn: Risk Mgmt Dept 601 Rivers i de Ave , Bldg 5 Jacksonv i lle, FL 3220 4 I NA IC CODE See Page 1 EFFEC TI VE DATE : See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM , FORM NUMBER : 25 FORM TITLE: Certi fica t e of Liabi l ity Insur ance I/Location : 675 North First Street , S u ite 300, San Jose, CA 95112 . \/ The City of Cupertino , its City Counci l , o ffice r s , offi cials, empl oyee s, agents, serv ants and volunteers are i nclude d as Additional Insu reds as respects to Ge n eral Li abil ity p o l icy. \/ General Li abil ity policy s h a l l be Primar y and Non -contr ibutory with any oth er insur anc e i n force for or which may be p u rch ased by Additional Insureds . Waiv er of Subro gation app l ies in favo r of Addi tional Insureds with r e spects to General Liability , Auto Liabili ty , Umbrella/ Excess Liabil ity and Worker s Co mpen sati on as permitted by l aw. I NSURER AF FORDING COVERAGE : Allianz Gl obal Risks US I nsurance Company POLI CY NUMBER : CLP30 1 7918 EFF DATE : 11 /15 /20 1 7 EXP DATE : 11 /15/2018 TYPE OF I NSURANCE : Bl dgs /BPP /BI Special with Quake/Fl ood Property Qu o t a Share ADDITIONAL REMARKS : LIMI T DESCR I P TION : Limit Replacemen t Cost Al l Effec t ive 11 /15 /2017 -1 1 /1 5 /20 1 8 Carrier : Al lia nz Policy Number : CL P30 1 7918 Limit : $40M po $200M Carrier : Ace Policy Number : CX D37 8 39000007 Limit: $30M po $200M Carrier: Liberty Po l icy Nu mb e r : MJ2L9 L 448030 0 27 Li mi t : $30M po $200M Carrie r : Westpor t Policy Number : NA P045198906 Li mit: $40M po $200M Carrier: Zurich Poli cy Nu mber : PPR4891 7 4 1 08 L imit : $60M po $200M LIMIT AMOUNT : $200,000,000 NAIC#: 35300 ACORD 101 (2008 /01) © 2 00 8 ACORD CORPO R A T ION . All rights r ese rved . The ACORD name and logo ar e registered marks of ACORD SR ID : 1 6 7 1 73 03 BATCH : 8 62 363 CERT : W7458053 POLICY NUMBER: O CSE C90929 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . AMENDMENT OF OTHER INSURANCE CONDITION - SCHEDULED ADDITIONAL INSURED S This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): \.vfhe City of Cupertino, i t:s Cit:y Council, officers , of fici als, e mpl oyees , agents, serva nts and volunt:ee rs Information required to complete this Schedule, if not shown above, will be shown in the Declarations. With respect to insurance provided to the additional insured or insureds shown in the Schedule, Paragraph 4 . of Section IV · Conditions is replaced by the following: 4 . Other Insurance If other valid and collectible insurance is available to the additional insured for a loss we cover under Coverages A or B of this Coverage Part , our obligations are limited as follows: a. Primary Insurance (1) Primary Insurance When Required By The Additional Insured This insurance is primary if you have agreed with any additional insured or insureds shown in the Schedule that this insurance is primary. If other insurance is also primary , we will share with all that other insurance by the method described in Paragraph c. below. Form HS 20 07 12 10 (2) Primary And Non-Contributory To Other Insurance When Required By The Additional Insured If you have agreed with any add itional insured or insureds shown in the Schedule that this in surance is primary and non-contributory with the additional insured's own insuran ce, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which th e addi tional insured has been added as an additional insured or to other insurance described in Paragraph b. below. b. Excess Insurance This insurance is excess over any of the other insuran ce, whether primary , excess, contingent or on any other basis: Page 1 of 2 © 2010, The Hartford (Includes copyrig hted material of Insurance Services Office, Inc., wit h its permission.) (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A -Bodily Injury And Property Damage Liability; or (6) When You Are Added As An Page 2 of 2 Additional Insured To Other Insurance That is available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance . When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance , we will pay only our share of the amount of the loss, if any , that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self- insured amounts under all that other insurance . We will share the remaining loss, if any , with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also . Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits . Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Form HS 20 07 12 10 POLICY NUMBE 2 0 CSE COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): \,/The City o f Cup ert ino, its City Council, officers , officials , e mploye e s, agents, se rvants and v olunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to Ii.ability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you . However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured . B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement , the most we will pay on behalf of the additional insured is the amount of insurance : 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less . This endorsement shall not in crease the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © 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 C9092 6 Endorsement Number: 54 Effective Oat · 11 / 1 Effective hour is the same as stated on the D ec laratio n s of the policy . Named In sured and Address: FIDELITY NATIONAL. FIN.I\NCIAL, INC. 601 RIVERSIDE AVENUE, BUI:DING 5 ;JACK.SO NV I LL E, FL 3 2 2 0 4 We have the right to recove r our payments from anyone liable for an injury covered by this policy. We will not enfo1·ce our right aga in st 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 a~Jreement from us.) You must maintain payroll records acc urate ly segregating the remuneration of your employees wh ile engaged in the work described in the Schedule. The additio nal premium for this endo rsem ent sha ll be otherwise due on sucl1 remuneration. % of the California workers' compensation premi um SCHEDULE Person or Organization ANY PERSON OR ORGANT. ZAT IOM FROM WHOM YOU ARE RbQUIR2D BY WHITTC:N CONTRACT OR AC;REEMEl,T TO 03TJ\IN THIS ~,'.!\IVER OF RICH'.':'S FROM US Form WC 04 03 06 Printed in U.SA Job Description Countersigned by ---..... _,,,, ______ ,, ......... Authorized Representative John Raaymakers, PE From : Sent: To: Cc: Subject: Attachments: Importance: Rocio Fier ro Th urs day, Septembe r 06, 201 8 2:48 PM John Raa yma ker s, PE ; Timm Bord en Mich ael Z immerm an n RE : Cu pertino Co nt rac t with Chi cago Title re -O rang e and By rn e FW : Cu p e rt i no Co ntrac t -Or ange and By rne High John: I left you a mes sage. The 1-ev 1s1ons to Exh D insu 1·ance requ irements are acceptable for this contract. The attached ins u rance certificates show that Chicago Title m eets the City's minimum insurance requirements. Chicago T itl e s hould provide you with their insu rance policy and /or separate endorsement form show ing City is an addit ional insured and waiver of subrogation form on city 's behalf. Timm: I received your emai l today (attached). Respectfully, m ~ C U PE RTINO From: John Raaymakers , PE Ro ci o Fi e rro Ac t in g C ity Attorn ey Ci t y A ttorney's Offi ce Rocio F@c upe r t ino.o rg (408 ) 777 -3403 @'1000@0 Sent: Monday, August 27 , 2018 9:37 AM To: Rocio Fierro <Roc ioF@cupertino.org> Cc: Michael Zimmermann <michaelz@cupertino .org > Subject: FW : Cupertino Contract-Orange and Byrne Hi Roc io, Please see the attached mark-up of Exh i b it D from Ch icago Title. I h ad edited Exh D to match the coverages that were accepted with our prev i ous contract wit h Ch icago and they returned the mark-up. You may reca ll that you worked on that contract soon after you joined the City of Cupert i no. The 2 pdfs attac h ed are the insurance that was accepted for the pr ior cont ract. Pl ease let me know if you wou ld like any additional backgro u nd on th is i ss ue. Please adv i se if you w ill be ab le t o p rov ide a response by the 31 51 (th is Fr iday ). Thank you, Joh n Raayma k e rs, PE Pu b l ic W or k s Pr o j e ct M a n ager Publ ic W orks JohnR@cuper1 ino.org (4 08 ) 777-31 00 C UP E RT I NO ®()000©0 From: Bassett, Elise [mailto:Elise.Bassett@fnf.com ] Sent: Monday, August 20, 2018 12:57 PM To: John Raaymakers, PE <ioh nr_@.f1:!J2e rt in o:..9_rg > Cc: Schilling, Scott <sco t t.sch ill i ng_@.fJt.co m> Subject: FW : Cupertino Contract-Orange and Byrne Jo h n, Our ri sk m ana ge r has p rovi ded s ome red lines to th e i n su ran ce se ction of th e contract. Please let me know if I need to set u p a ca ll to d iscu ss a ny d eta il s . We loo k forwa rd t o ta l kin g to yo u sh ortl y . Elise Bassett .Johnson Builci'0r SE)rV!ces ,.;dmirnstration, Special Projects Unit f,Jorthern Cairfornia 675 Nort h First St reet , Sui te 300 I Sa n Jose , CA 95 11 2 0 : (408) 993 -23 19 JC : (385) 455 -35 37 On line R e sourc e s : hl1J2:i/w\,VW.norca l bu i lder.cti c .corn ~FIDELITY l1lillJiNATIONAL No r Ca l Builder Services From: Green , Neil Sent: Monday, August 20 , 2018 12 :46 PM To: Bassett, Elise <El ise.Bassett@fnf.com > Cc: Schilling, Scott <scott.sd1lfil0K@ctt.co m>; Fowler, Andy <An dy .F ow le r @fnf.co m> Subject: RE: Cupertino Contract-Orange and Byrne Elise, Please review my changes in the attached redlin e and let me know if th ere are any question s . Re gards, 2 Neil M. Green, AVP Risk Management Fidelity National Financial, Inc. 601 Riverside Ave, Bldg 5 Jacksonville FL 32204 (904) 854-8565 Cell: (904) 716-9784 Fax: (904) 633-3074 Neil.Green@fnf.com Please visit us on the web at www.fnf.com Notice: The information (including all attachments) contained in this message is covered by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521, and is pri vileged, confidential and protected from disclosure. If the reader of this messag e is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited . If you have received this communication in error, please notify me immediately by replying to this message, and th en delete it from your computer. All e-mail sent to this address will be received by Fidelity National Financial, Inc. and is subject to ar chiving and review by someone other than the recipient From: Bassett, Elise Sent: Thursday, August 16, 2018 5:07 PM To: Green, Neil <Nei l.G r ee n @f n f.com >; Fowler, Andy <Andy .Fowler@fn f .co m> Cc: Schilling, Scott <scott.sc hilling@ctt.com > Subject: RE: Cupertino Contract-Orange and Byrne Th a nk yo u Neil. Ple ase find attached . Elise Bassett .Johnson F:\uilck>r Services ,Ci.drnirnstrntion, Special Projects Unit l'\1:-)rtl·icrn (;:3 fi'fornit=J 675 North First Street, Suite 300 I San Jose, CA 95112 0: (408) 993-2319 IC: (385) 455-3537 On line Resources: ht1v_:/..\vww .norca l b uil de r.ctic.c o rn flW FIDELITY l.1J1[!J1NATIONAL •;,=, •• , •.. ''' ' ' TIT l f C. a OU P Nor Clll Builder Services From: Green, Neil Sent: Thursday, August 16, 2018 12:26 PM To: Bassett, Elise <El ise.Bassm@Jnf.com >; Fowler, Andy <An_dy_Jowler~'ilfnf .com > Cc: Schilling, Scott <scott.sch ill in g@ctt.com > Subject: RE: Cupertino Contract-Orange and Byrne Elise, This will need to be edited extensively. Please send the Word version. 3 Regards, Neil M. Green, AVP Risk Management Fidelity National Financial, Inc. 601 Riverside Ave, Bldg 5 Jacksonville FL 32204 (904) 854-8565 Cell: (904) 716-9784 Fax: (904) 633-3074 Neil.Green@fnf.com Please visit us on the web at www.fnf.com Notice: The information (including all attachments) contained in this message is covered by the Electronic Communications Privacy Act , 18 U.S.C. 2510-2521, and is privileged, confidential and protected from disclosure. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify me immediately by replying to this message, and then delete it from your computer. All e-mail sent to this address will be received by Fidelity National Financial, Inc. and is subject to archiving and review by someone other than the recipient From: Bassett, Elise Sent: Thursday, August 16, 2018 2:22 PM To: Fowler, Andy <AndyJo w ler @jn f.co rn >; Green, Neil <N e il.Gre en@.fnf.com> Cc: Schilling, Scott <scott.schil li tJi.'i.@c tt.com > Subject: FW: Cupertino Contract-Orange and Byrne De ar Ne il and Andy, Please find attached our updated Contract with the City of Cupertino. Are we able to sati sfy the in sura n ce requir e m e nts in Ex hibit D, or do we need to provide any redlin es (I'll request a WORD version of the cont ra ct if so)? Thank you, Elise Bassett .Johnson Builder Services 1\dnunit,tration, t3pecial Projects Unit 675 North First Street , Suite 300 I San Jose, CA 95112 0: (408) 993-2319 IC: (385) 455-3537 On line Resources: http:/!w,.v w.norcalbu i lei er.ct ic.corn rtE:J FIDELITY ~NATIONAL Nor Col Builder Sel'Yic e s 4 From: John Raaymakers <Lo hnr @c u pe rtino .org > Sent: Thursday, August 09, 2018 4:41 PM To: Schilling, Scott <sco tt .sc hillin g@ctt .c om>; Bassett, Elise <Eli se.Bassett@ fnf.corn> Subject: Cupertino Contract-Orange and Byrne IMPORTANT NOTICE -This mess age so urced from an external mai l server outside of th e Company. Hi Scott and Elise, Attached is the contract for work on the Orange and Byrne Project. Scott, as we discussed, please take a look at Exhibit D, Insurance Requirements, and let me know if we need to discuss anything. Take care , John Raaymakers Public Works Project Manager City of Cupertino 408 -777-3100 NOTICE: The information contained in this message is proprietary and/or confidential and may be privileged. If you are not the intended recipient of this communication, you are hereby notified to: (i) delete the message and all copies; (ii) do not disclose , distribute or use the message in any maimer ; and (iii) notify the sender immediately . T otal Control Pane l To: johnr@eupertino .onc From: cl.is~.ha s sdt!d h11'.c om Remove this se nd er from my allow li st You rece ived this message because the sender is on your allow list. 5