18-245 Amendment #2 dated 11-09-221
SECOND AMENDMENT TO AGREEMENT 18-245
BETWEEN THE CITY OF CUPERTINO AND
CHANDLER ASSET MANAGEMENT, INC. FOR
CONSULTING SERVICES AGREEMENT FOR
INVESTMENT ADVISERY SERVICES
This Second 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 6225 Lusk Boulevard, 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 Agreement and First Amendment are collectively referred to as the “Agreement”
unless otherwise indicated.
D. City and Contractor desire to modify the Agreement on the terms and conditions set
forth herein.
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, 2023.
2. 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.
2
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
President
11/08/2211/09/22
Director of Administrative Services
Christopher D. Jensen
11/09/22
Exh. C-Insurance Requirements for Financial Consultant Agreements
1
Form Updated Sept, 2019
Financial Consultant and subcontractors, if any, shall procure and maintain until all of their obligations
have been discharged, including any warranty periods under this Agreement are satisfied, insurance against
claims for injury to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Financial Consultant, his agents, representatives, employees or
subcontractors.
The insurance requirements herein are minimum requirements for this Agreement and in no way limit the
indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits
contained herein are sufficient to protect the Financial Consultant from liabilities that might arise out of the
performance of the work under this Agreement by the Financial Consultant, his agents, representatives,
employees or subcontractors and Financial Consultant is free to purchase additional insurance as may be
determined necessary.
A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Financial Consultant shall provide
coverage with limits of liability not less than those stated below. An excess liability policy or umbrella
liability policy may be used to meet the minimum liability requirements provided that the coverage is
written on a “following form” basis.
1. Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual liability
coverage.
• General Aggregate $4,000,000
• Products – Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Each Occurrence $2,000,000
a. The policy shall be endorsed to include the following additional insured language: "The
City shall be named as an additional insured with respect to liability arising out of the
activities performed by, or on behalf of the Financial Consultant."
b. Policy must state insurance will operate as primary insurance for work performed by
Financial Consultant and its sub-consultants, and that any other insurance or self-
insurance maintained by City shall be excess and non-contributory.
2. Automobile Insurance - One Million Dollars ($1,000,000) per accident for bodily
injury and property damage.
a. The policy shall be endorsed to name the City as an additional insured.
3. Worker's Compensation and Employers' Liability
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.
a. Policy shall contain a waiver of subrogation in favor of the City, and Consultant must
submit a Waiver of Subrogation endorsement in favor of City, its officers, officials, agents
and employees.
EXHIBIT C
Insurance Requirements
Financial Consultants Contracts
Exh. C-Insurance Requirements for Financial Consultant Agreements
2
Form Updated Sept, 2019
b. This requirement shall not apply when a contractor executes the appropriate sole
proprietor waiver form.
4. Professional Liability (Errors and Omissions Liability)
a. The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract.
• Each Claim $10,000,000
• Annual Aggregate $10,000,000
b. In the event that the professional liability insurance required by this Agreement is written
on a claims-made basis, Financial Consultant warrants that any retroactive date under the
policy shall precede the effective date of this Agreement; and that either continuous
coverage will be maintained or an extended discovery period will be exercised for a period
of two (2) years from the time work under this Agreement is completed.
5. Financial Institution Bond or Security Dealers Blanket Bond (The bond is required
only if the contractor has access to City funds.)
If the Scope of Services involve receiving, depositing, transferring or investing City funds,
one of the above bonds is required.
Bond Limit $ (to be determined based on portfolio value)
a. The bond shall be issued with limits based on the amount of the States
investment portfolio with the contractor.
b. The bond shall include coverage for all directors, officers, agents and employees of
the Contractor.
c. The bond shall include coverage for third party fidelity and name City as loss payee.
d. The bond shall include coverage for extended theft and mysterious disappearance.
e. If the scope of services pertains to any employee benefit plans, the bond shall
include a third party ERISA endorsement.
f. The bond shall not contain a condition requiring an arrest and conviction.
B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed
to include, the following provisions:
1. On insurance policies where the City is named as an additional insured, the City shall be an
additional insured to the full limits of liability purchased by the Financial Consultant even if those
limits of liability are in excess of those required by this Agreement.
2. The Financial Consultant's insurance coverage shall be primary insurance and non-contributory
with respect to all other available sources.
C. NOTICE OF CANCELLATION: Each insurance policy required by the insurance
provisions of this Contract shall provide the required coverage and shall not be suspended, voided or
canceled except after thirty (30) days prior written notice has been given to the State, except when
cancellation is for non- payment of premium, then ten (10) days prior notice may be given. Such
notice shall be sent directly to (City Department Representative's Name & Address).
Exh. C-Insurance Requirements for Financial Consultant Agreements
3
Form Updated Sept, 2019
D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed
or authorized to do business in the City and with an “A.M. Best” rating of not less than A-VII. The
City in no way warrants that the above-required minimum insurer rating is sufficient to protect the
Contractor from potential insurer insolvency.
E. VERIFICATION OF COVERAGE: Financial Consultant shall furnish the City with
certificates of insurance (ACORD form or equivalent approved by the State) as required by this
Agreement. The certificates for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by the City before
work commences. Each insurance policy required by this Agreement must be in effect at or
prior to commencement of work under this Agreement and remain in effect for the duration
of the project. Failure to maintain the insurance policies as required by this Agreement or to
provide evidence of renewal is a material breach of contract.
All certificates and any required endorsement shall be sent directly to City Department
Representative). The City project/contract number and project description shall be noted on the
certificate of insurance. The City reserves the right to require complete, certified copies of all
insurance policies required by this Agreement at any time.
F. APPROVAL: Any modification or variation from the insurance requirements in this
Agreement shall be made by the City’s Risk Manager or City Attorney.
Investment Adviser
Final Audit Report 2022-11-09
Created:2022-11-08
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAxymXo8Rbo5I_KGOicG1op46JKdE_sALK
"Investment Adviser" History
Document created by City of Cupertino (webmaster@cupertino.org)
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Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
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Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2022-11-09 - 7:16:18 PM GMT - Time Source: server- IP address: 162.245.20.145
Agreement completed.
2022-11-09 - 7:16:18 PM GMT