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17-117 Chicago Title Company, Consulant Services for Title and Escrow ServicesFIRST AMENDMENT TO AGREEMENT 2018-126 BETWEEN THE CITY OF CUPERTINO AND CHICAGO TITLE COMPANY FOR CONSULTANT SERVICES FOR TITLE AND ESCROW SERVICES This First Amendment to Agreement 2018-126 between the City of Cupertino and Chicago Title Company, for reference dated 6/18 /2018 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Chicago Title Company, a California corporation ("Consultant") whose address is 675 North First Street, Suite 300 , San Jose CA 95112 , and is made with reference to the following: RECITALS: A. On 8/9/2017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for title and escrow services. The agreement will expire on 6/30/2018 . B . City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows : 1. TERM Paragraph 1 of the Agreement is modified to read as follows: The terrri of this Agreement shall commence on the date this agreement is executed ~nd shall terminate on December 31, 2018 , unless terminated earlier as set 11 1 J . J forth herem. ·I;,_-5, J.<Ar~c.,,_ .r~'f~~ J ~../-,'-{,'c..i-.,l!; /<If.... v<f ~ tf{/',. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed . CONSULTANT By In Care of Scott Schilling CHICAGO TITLE COMPANY Title SVP Builder Services, Director of Special Projects By ____________ _ Title ____________ _ ATTE ST ~/)] -'7,/f,iV Cit y Clerk 0 ACORD® CERTIFICATE OF LIABILITY INSURANCE Page I DATE (MM/00/YYYY) ~ 1 of 2 11/16/2017 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTAC T ... ,, .. Willis Insurance Services of Georgia, Inc. PHONE I FAX c/o 26 Century Blvd. (A fr. II.IA J=)(T,· 877-945-7378 111.l f"' NO\· 888-467-2378 E-MAIL P .O. Box 305191 dnnRO'CC . certificates@willis.com Nashville, TN 37230 -5191 IN SURER(S)AFFOROING COVERAGE NAIC# IN SUR ER A: Hartford Fire Ins. Co . 19682-001 INSURED IN SURERS: Continental Insurance Company 35289 -007 Fidelity National Financial, Inc. and its Subsidi Attn: Risk Mgmt Dept IN SURERC: Trumbull Insurance Company 27120-001 601 Riverside Ave, Bldg 5 IN SURER D: Allianz Insurance Company 35300-001 Jacksonville , FL 32204 IN SU RER E: I IN SURER F: COVERAGES CERTIFICATE NUMBER· 25808412 REVISION NUMBER · THIS IS TO CERTIFY THAT THE POLI CIES OF INSURANCE LISTED BELOW HAV E BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED. 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 DE SCR IBED HEREIN IS SUBJECT TO ALL THE TERM S, EXCLUSIONS AND CON DITIONS OF SUCH POLICIE S. LIMIT S SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIM S. INSR TYPE OF INSURANCE AOOL SUB POLIC Y NUMBER ~?.LICY EFF -~~LICYEXP LIMITS TD ,.,~n ••"n A X COMMERCIAL GENERAL LIABILITY y 20CSEC90929 11/15/2017 11/15/201 EAC H OCCURRENCE s 1 000 000 I CLA IMS -MADE W OCCUR ~~~g'H?if.1,~J.l?~nce) s 1 000 000 .1L Host Liroi,or Liability MED EXP (Any one person) s PERSONAL & ADV INJURY s 1 000 000 - GEN 'L AGGREGATE LI MIT APP LIE S PER: GENERAL AGGREGATE s 10 000 000 Fl D PRO-D LOC PRODUCT S -COMP/OP AGG s 2 000 000 PO LI CY JECT OTHER: s A AUTOMOBILE LIABILITY y 20CSEC90930 11/15/2017 11/15 /201! COMB INED SING LE LI MI T 1,000,000 (Ea acci dent) s -X ANY AUTO BODILY INJURY(Per person) s ,--OWNED -SCHEDULED AUTO S ONLY AU TOS BODILY INJURY(Per accident) s -HIRED ,--NON -OWNED PROPERTY DAMAGE s -AU TOS ON LY -AUTOS ON LY (Per accident) X Phy Dam Se s lf-Insured B X UMBRELLA LIAB H OCC UR 6011818715 11/15/2017 11/15/2011 EACH OCCURRENCE s 5 000.000 - EXCESS LIAB CLA IM S-MADE AGGREGATE s 5 000 000 OED I !RETENTION $ s C WORKERS COMPENSATION AOS 20WNC90926 11/15/2017 11/15/201! X I !TE.~. >T• I 1uJ~- ANO EMPLOYERS' LIABILITY YIN ANY PROPR IETOR/PARTNER/EXECUTIVE ~ N I A E.L. EACH ACC IDENT s 1,000,000 OFFICER/MEMBER EXC LUDED? 1,000,000 f~~~~g!~iib~ ~~~er E.L. DISEASE -EA EMPLOYEE S DESCRIPTION OF OPERAT IONS below E.L. DIS EASE -POLICY LIMIT s 1,000,000 D Bldgs /BPP /B .I. CLP3017918 11/15/2017 11/15/201! $200,000,000 Limit Special W/EQ /FL Property Quota Share Replacement Cost DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Sched ule , may be attached if more space is required) Re: Title & Escrow Consultant Services Additional Named Insured: Chicago Title See attached for additional information: CERTIFICATE HOLDER City of Cupertino Attention: John Raaymakers 10300 Torre Ave . Cupertino, CA 95014 Company CANCELLATION SHOULD ANY OF THE A BOV E DESCRIBED POLI CI ES BE CANCELLE D BEF OR E THE EXPIRATION DATE THERE OF, NOTICE W ILL BE DELI V ERED IN ACCORDANCE WITH THE POLICY PROVIS IONS . AUTHORIZED REPRESENTATIVE Coll: 5148101 Tpl: 217 82 61 Cert : 2 © 88-2015 ACORD CORPORATION . All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ~1~0~0~4~0~6~------------- LOC#: ------- ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Willis Services of Georgia, Fidelity National Financial, Insurance Inc. Attn: Risk Mgmt Dept POLICY NUMBER 601 Riverside Ave, Bldg 5 Jacksonville, FL 32204 See First Page CARRIER See First Page I NAIC CODE EFFECTIVE DATE : See First Paqe ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM , FORM NUMBER : 25 FORM TITLE : CERTIFICATE OF LIABILITY INSURANCE Property $200 1 000,000 Limit Quota Share Carrier & Policy Number Allianz #CLP3017918 Liberty Mutual Fire #MJ2L9L448030027 Zurich American #PPR489174108 Ace American Ins #CXD37839000007 Westport #NAP045198906 Special including Wind/Earthquake/Flood Valuation -Property Damage Replacement Cost Participation Percentage 20 % of 15 % of 30 % of 15 % of 20 % of $200M $200M $200M $200M $200M Page--2..._ of _2__ Inc. and its Subsj City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability as required by written contract. ACORD 101 (2008/01) Coll: 5148101 Tpl: 2178261 Cert: 25808412 ©2008ACORDCORPORATION.AII rights reserved. The ACORD name and logo are registered marks of ACORD dia H IS ENDORSE 11:lNT CI I AkGes l'Ot.lCV. PL.E A$ R;l:AD IT CAR EF ULLY. NO T ICE O F CANCEL L ATION TO CE RTI FICATE HO LD ER(S) I, polcy M eu:foct ID lt,e _,,hg •ddt'cno Cun:fhgtct; A. t IJ 1J::f l)'".J.i,.4J ~ l;.!"'-':!,htd t:,J th e Cairii aTf, )1"..er th"" b ~11 ~~,,~rJ. cf ~Un. nmDl ar suet GlA)e(oll~, ,.., be ~iiJ ed 11 1 lo.D:S t l\i-1', t~O! d :J'!'5 h oa~~ of t"o ~cor.r::on affoCNO d.Y.o f() tut ~hJ ~~s.) wlh rro~l:o.J ;:,.:tcfrcizos an 1111 ,.uh uw, ~n1 at ~~e1 ct dtA npt.1v1 a. ,r u,., P""Y ,. ''"""'"" Ly 11,o C:0,,-~nr fa , n~,m ~t ¢1 pri:a~ llt bot i.~,. i11 u..t11if , n~kt1 ot sr-. c.anatl.ltkn Y.i l b• P.'D\t!:ac .,..,~, f10! Fo1111 Jlll)l 0 7 00 11 ,!111(!, o( U. a m ::tihtb :n -1m;.Hllt dt1 19 lo t:'lllt GCl1~ h-~dt'l\'.~l ,.-tJ1 ~i id!f.:t~l en lD ...,.,,.. ,tv., ol!)tl"t: ofrn.:ord cr tti c Ccm pt.lrtf. tr ncitoo :s ~led. proc4 ar m.1::l i'I A kt iha 11 lrn u>.,i ,m, mg ttd;h3'J d ~e i;e!'Nlc.8 19 ~,J on tie 1111'th tho .JgQf't or race,,d CA lhN Cc.r 1r .-11 oo ~ proot,,trdl:o. ,.,,, ndll:iJ!On r1:;'1l, :,'(f'IOOIJ ~r tilt to1o,;.,.,,..1 11p pfy cnty-to &e tt,o ui Glle ooldetfil wr:o Wt:S D ...,,.d • ""1ik-.:,tx, of lnou.,,...,. Ollll l~ble ti '111' fH)iqfl IIUM ~O!l l olll 1 THIS ENDORSEMENT CHANG E S THE PO LIC Y. P LE AS E READ IT CAREFULLY. NOTICE OF CANCELLATI ON TO CERTIFI CATE HOLDER(S) Th i:, po licy is subj cci to 1he following addtlio nal Conditions: If !h is i::o ti cy is ca n ce lled by the Company, ot her tha n fo r nonpayme nt oi prem iu m, noClc-e of s uch canc ~laUo n will be prc.vh:letl to I.tu: ccrti lica1c ho~r{s) wi th tn.,illn,g oddre :.ses on rnc 11mh tli1?- ai;;e nt o f record . Such notice will be prO"Vided within 3-0 da ys of the Con'.p any'i; receipt o f ce rt ificate holder(s) i11f omJa1lon from 11'1e aoc11 t 01 re cord . Fo rm IH 0 3 22 08 12 If no11ce Is w.anec , p.1oor of 1miiling lo ih~ las1 l<.noim 11'1iliH11g, a dcrcss of f.he certificate h older(s ) on e with lhe e.genl of reco rd wi!I be sufficion l proof cf noti ce . Any no tifJC.ation rights provided b y th is endo~erne nt apply oo ly to ad lve ccrlilicale hcfder(s ) who were issued il certificate of i,,sur.ince a pp4i cabN3 to this policy's term Page 1 of 1 ~ 20 12, The Ksrt:ord ~ DATE (MM/DD/YYY) I ACORD'" CERTIFICATE OF LIABILITY INSURANCE 11/6/2017 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE C ERTIFICATE HOLDER. THIS C ERTIFICATE DOES NO AFFI RMA T IV ELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CO NTRACT BETWEEN THE ISSUING INSURER(S ), AUTHORIZED REPRESENTATI VE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy , certain policies may require an endorsement . A state ment on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAM E: W Fleenor Willis of New Yo rk , Inc. PHONE I FAX (NC. No . Ext): 813-490-6843 (NC ,No): 200 Liberty Street, 6th Floor E-MAIL Ne wYork NY 10281 ADDRESS : wendv.fleenor@will is .co m PRO DU CER CUSTOM ER ID#: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A : Houston Casualty Company 42374 Chicago Title Company and its Subsid iaries INSURER B : Lloyds 15792 Corporate Risk Management Department INSURER C : 601 Riverside Avenue , Bldg 5 INSURER D: Jacksonville FL 32204 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURAN CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MA Y BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MA Y HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADD L SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR TYP E OF INSURANCE INSR WVD (MM/DD/YYY) (MM/DD/YY) LI MITS GENERAL LIABILITY EACH OCCURREN CE $ -COMMERC IA L GENERAL LIABILITY DAMAG ES TO RENTED PREMISES(Ea occurrence) $ -I C LAI MIS -MADE II OCCUR MED EXP (Any one person ) $ PERSO NAL & ADV INJURY $ GE NE RA L AGGREGATE $ G EN'L AGG REGA TE LIMIT A PPLIES PER: PRODUCTS-COMP/OP AGG $ n POLICY n PRO- JE CT n LOC AU T OMOBILE LIABILIT Y COM BINED SINGLE LIMIT (Ea accident) $ -ANY AUT O BODILY INJURY(Per person) $ -A LL OWNE D AUTOS BOD IL Y INJURY(Per acddent) $ -PROPERTY DAMAGE $ SCHEDULED AUTOS (Per accident) - HIRED AUTOS $ -NON-OWNED AUT OS $ - UMBRELLA LIAB H OCCUR EAC H OCCU RREN CE $ t- E XC ESS LIAB CLAIMS-MADE AGGREGATE $ $ -DEDUCTIBLE $ RETENTION $ $ WORKERS COMP ENSATION AN D I WCSTATU-I I OTH- EMPLOY ERS ' LIABILITY TORY LIMITS ER YIN N/A ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDE NT $ OFFICER/M EM BER EXCLUDED? (Mandatory i n NH) E.L. DISEASE -EA $ If yes, describe under EMPLOYEE DESCRIPTION OF OP ERATI ONS below E.L. DI SEAS E -POLI CY $ LI MIT OTHER A Errors & Omissions/Cyber Risk 14-MG-17-A 13535 11 /15/2017 11 /15/2018 Limit Per Claim -$1 OM / Annual Agg -$1 OM B Fide lity Bond/Computer Crime Policy W131B9170601 11 /15/20 17 11 /15/2018 Limit Per Claim -$25M / An nual Agg -$SOM DESCRIPTION OF OPERA TIONS/LO CAT ION SNEHI C LE S (Attach ACOR D 101 , Add itiona l Remarks Schedule , if more space is required) Evidence of E&O and Crime Insurance for all locations and operations of Chic ag o Title Compa ny and its subs idia ries any,.vhere in the worl d. E&O incl udes Professional and Technology Li abi lity and Cyber Risk Coveraqe CERTIFICATE HOLDER City of Cupertino Attention : John Raaymakers 10300 Torre Ave . Cupertino CA 95014 ACORD 25 (2009/09) CANCELLATION SHOULD ANY OF THE ABOVE DESC RIBED POLICIES BE CANCELLED BEFORE H I E EXPI RATI O N DATE THEREOR, N OTIC E W I LL BE DELIVERED IN A CCO RDANC E W I T H THE POLIC Y PROV I SIONS. AU THORIZED REPRESENTATIVE r,,r 1-,, \ ©1988-2009 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CHICAGO TITLE COMPANY FOR CONSULTANT SERVICES FOR TITLE AND ESCROW SERVICES ptt, THIS AGREEMENT, for reference dated ei \~y{, 2017, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and CHICAGO TITLE COMPANY, a California corporation whose address is 675 North First Street, Suite 300 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code . B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D . City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 13 Non -Design Professional Agreement 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference . 4. COMPENSATION TO CONSUL TANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Twenty-Five Thousand Dollars ($25,000). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due . 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. ST AND ARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents . Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Page 2 of 13 Non-Des ig n Profess ion a l Ag ree ment 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10 . PROTECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. John Raaymakers is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progres s and execution of this Agreement. CONSULT ANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Scott Schilling. 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the e xtent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fulle s t extent allowed by law, with respect to all services Pag e 3 of 13 Non -Des ig n Profess ion a l Ag r ee m en t 12. performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volW1teers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors . Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated W1der this Agreement to indemnify City to the extent that the damage is caused by the sole negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amoW1t, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraph 12 A, B, C, D, and E. Should the above insurance covered by this certificate, other than Professional Liability, be canceled before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days advance written notice of cancellation or non-renewal, except where all required coverage remains continuously in force under equivalent replacement or renewal policies. Notices shall be sent to the City of Cupertino, Attention: City Manager. It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with insurance companies holding AM Best Financial Strength Ratings of "A" (VIII) or better, which are acceptable to City and authorized to do insurance business in the State of California. Endorsements Pag e 4 of 13 N on-Design P rofess ion al Ag r ee m ent naming the City as additional insured under the Commercial General Liability and Commercial Automobile Liability policies shall be submitted with the insurance certificates. Consultant's indemnification is not limited by this insurance. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Commercial General Liability (CGL): Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 per occurrence and $5,000,000 aggregate per annual policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (3) Commercial Automotive Liability: ISO Form Number CA 0001 covering, Code 1 (any auto), or if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than$ 1,000,000 per accident for bodily injury and property damage. (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1 ,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide commercial general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial general and automobile liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Pa g e 5 of 13 Non-D es ig n Profess ion a l Agree m ent C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under the commercial general and automotive liability insurance coverages required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant 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 without said consent shall be null and void, and any assignee, sublessee, hypothecate or Pa g e 6 of 13 N on-Desig n Profession a l Ag reem ent transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from C ity under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sa le , assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. Page 7 of 13 Non-Design Profess ional Ag r ee m ent B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided . E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats . City holds Cons ultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. Pa g e 8 of 13 Non-Design Profession a l Ag reem ent 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre A venue Cupertino, CA 95014 Attention: John Raaymakers All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Chicago Title Company 675 North First Street, Suite 300 San Jose, CA 95112 Attention: Christina Molotla 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. Page 9 of 13 Non-D es ig n Profess ion a l Agree m ent 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. A. PREVAILING WAGES: To the extent applicable, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. Contractor shall pay prevailing wages. Contractor will submit monthly certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form . Any delay in remitting certified payroll reports to the City upon request from the City will result in either delay and/or forfeit of outstanding payment to Contractor. B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than 1 V2 times the basic rate of pay. C. PAYROLL RECORDS: To the extent applicable, Contractor shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this Agreement. The Payroll Records shall be made available for inspection as provided in California Labor Code Section 1776. D. APPRENTICES: To the extent applicable, Contractor shall comply with California Labor Code Section 1777.5 regarding apprentices. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities .) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. Page 10 of 13 No n -Design Professional Agreement 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. Page 11 of 13 Non-D es ig n Profess ion al Ag ree m ent 28. CAPTIONS: The captions 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. Page 12 of 13 Non -Des ign Profession a l Agreement P.O . No.: L~/ fr --/ )b IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. C O NSULTANT Chicago Title Company 4i~ Name ~ ~\\M t,.E; Title ~{) Date ~toq \ -?..o\J Tax I.D. No.:&&, At~ CITY O F CUPERTIN O A Municipal Corporation ~;~tor of Public Works APPROVED AS TO FORM: Address: fa10 tJ s t=\m ~ ·~l'O ~ 4ZZ~ CA 1 '7 11,z. bu\ ,$JJJ -R~;n,,_d=o-l_p _h~S-te_v_e_n -so_n_H_om-- ~ City Attorney ATTEST: b~Jk Grace Schmidt, City Clerk J--( L( -(? Contract Amount: $25,000 Acct No . : 270-90-976-900-905-ST 009-02 -03 Pa ge 13 of 13 Non -Des ig n Profess iona l Ag ree men t EXHIBIT A SCOPE OF SERVICES CONSULT ANT shall perform professional services as detailed in the following sections related to title services supporting property rights acquisition for the McClellan Road Sidewalk Improvement-Phase 2 Project. 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. CONSULTANT 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 . CONSULT ANT shall coordinate all responses to comments through the CITY. 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 agre ement. SECTION 2. SCOPE OF SERVICES TASK #1: Preliminary Title Reports Chicago Title Company (CTC) will provide five (5) Preliminary Title Reports (PTR), including ePTRs, which include hyperlinks to underlying title documents, for five (5) parcels in Cupertino, CA referenced as 1-5 in the property table labeled Attachment 1. Deliverable(s): Preliminary Title Reports, including ePTRs TASK #2: Title Insurance Policy CTC will issue a California Land Title Association (CLTA) title policy for each property determined on the Valuation provided by the Applicant. Deliverable(s): CLTA Title Insurance Policy for each parcel referenced as 1-5 in the property table labeled Attachment 1 Chicago Title Company Agreement Exhibits & Attachments Page 1 of 6 TASK #3: Escrow Services CTC will provide Escrow services and coordination for each property referenced as 1-5 in the property table labeled Attachment 1. Deliverable(s): As part of the escrow process, all documents may be delivered e lectronically and by paper, including: title reports, title policy(s), settlement statements, recorded documents, and other closing documents as required. TASK #4: Deed of Trust Modification Recordation CTC will coordinate with the Lender to record Deed of Trust Modification documents for each parcel referenced as 1-5 in the property table labeled Attachment 1. Deliverable(s): Conformed copies of recorded Deed of Trust modification documents, as required TASK #5: Deed of Trust Modifications Execution CTC will coordinate the execution of the Deed of Trust Modifications, with a Notary. Deliverable(s): Signed, notarized, fully executed Deed of Trust Modifications TASK #6: Document Recordation CTC will record all documents concurrently, per escrow instructions provided by the Applicant, once approved and executed by all parties involved. Deliverable(s): Conformed copies of a ll recorded documents TASK #7: Record Owner Guarantees CTC will provide Record Owner Guarantees for six (6) parcels referenced as 6-11 in the property table labeled Attachment 1. Deliverable(s): Record Owner Guarantees TASK #8: Additional Services CTC will perform Additional Services as assigned. Deliverable(s): To Be Determined CITY OF CUPERTINO RESPONSIBILITIES The City of Cupertino will provide CTC with updated Agreement Regarding Offer of Dedication and Waiver of Future Reimbursement and legal descriptions for escrow and recordation purposes. Page 2 of 6 Chicago Title Company Agreement Ex hibits & Attachments EXH IB IT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work b y Dece mber 31, 2017. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each tas k. The CITY may approve in writing the extension of any due date se t in this Exhibit. Task #1: Pre liminary Title Reports Task #2: CLTA Title Insurance Polici es Task #3 : Escrov,, Services Task #4: D eed of Trust Modification Reco rdation Task #5: Dee d of Trust Modifications Execution Task #6: Document Recordation Task #7: Record Owner Guarantees Task #8: Additional Services Page 3 of 6 Chicago Title Company Agreement Exhi bits & Attachments Two and a half weeks or less after the execution of the consultant agreement Two weeks or less following the recordation of all related documents Task to be completed in a timely manner, p er industry standards Task to b e completed in a timely manner, p e r industry standards Task to b e completed in a timely manner, per industry standards To be completed within a week of assembling all documents 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. 8 and inclusive of reimbursable expenses, for the amount of TWENTY THOUSAND, FIVE HUNDRED AND FORTY-FOUR DOLLARS ($20,544). Consultant will not be compensated for Deed of Trust Modification Fee/E scrow 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 FOUR THOUSAND, FOUR HUNDRED AND FIFTY-SIX DOLLARS ($4,456). B. Method of Payment For Task Nos . 1 through 7 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 4 of 6 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Preliminary Title Reports (5) $3,000 Task #2: CL TA Title Insurance Policies (5) $4,256 Task #3: Escrow Services $2,925 Task #4: Deed of Trust Modifications Recordation $3,125 Task #5: Deed of Trust Modifications Execution $1,635 Task #6: Document Recordation $ 3,125 Task #7 Record Owner Guarantees (6) $2,478 Task #8: Additional Services (requires separate authorization) $4,456 TOTAL $25,000 CONSULTANT shall not exceed any of the specified budget amounts 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). Fees Do Not Incl ude: • Actual Recording Charges from city/county municipality • Reissuance of any policies and endorsements required by Lender o If the Lender requires a reissue of the lender policy, CTC will provide a fee quote based on 15% of the original policy premium or may charge the full policy premium depending on who issued the original policy • The fees for the Deed of Trust Modifications does not include 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 Fee Contin ge nci es : • If CLTA policies are not initiated within 6 months of contract execution, City will be required to pay $975 per title report. • CTC will issue CLTA policies based on the valuations provided from City. Fees will be adjusted per actual insurance requested. Page 5 of 6 Chicago Title Company Agreement Exhibits & Attachments D. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANTwork 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. CONSULT ANT 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 FOUR THOUSAND, FOUR HUNDRED AND FIFTY-SIX DOLLARS ($4,456) 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. CONSULT ANT 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 Ex hibits & Attachme nts Page 6 of 6 Attachment 1 -Fees B. Fees: Pro perties Needing Permanent Right of Way+ Temporary Construction Easements · # APN SITE ADDRESS I TOTAL I 1 357 05 007 22549-51 McCLELLAN RD CUPERTINO, CA 95014-2769 $ 3,938.00 2 357 05 010 22381 McCLELLAN RD CUPERTINO , CA 95014 -2768 $ 4,013.00 3 356 08 031 21972 McCLELLAN RD CUPERTINO, CA 95014-4058 $ 3,341.00 4 356 08 032 21970 McCLELLAN RD CUPERTINO, CA 95014-4058 $ 3,387.00 5 356 08051 22000 McCLELLAN RD CUPERTINO, CA 95014-4060 $ 3,387 .00 Total $ 18,066.00 - Properties Needing Temporary Construction Easements Record # APN SITE ADDRESS Owner Guarantee 6 357 05 057 22371 McCLELLAN RD CUPERTINO, CA 95014-2768 $ 413.00 7 357 05 056 22361 McCLELLAN RD CUPERTINO, CA 95014-2768 $ 413 .00 8 356 08 048 21976 McCLELLAN RD CUPERTINO, CA 95014-4035 $ 413.00 9 356 08 047 21980 McCLELLAN RD CUPERTINO, CA 95014-4058 $ 413.00 10 356 08 033 21960 McCLELLAN RD CUPERTINO , CA 95014-4058 $ 413.00 11 356 08 034 21950 McCLELLAN RD CUPERTINO, CA 95014-4058 $ 413.00 Total 1 $ 2,478.00 See Exhibit A "Fee Detail" for a breakout of specific costs . Total: $20,544 ·-Properties Needing Permanent Right of Way+ Tempo rary Construction Easements Previous Revised # APN SITE AD DRESS CTR Fee Title Fee 1 357 05007 22549-51 McCLELLAN RD CUPERTINO , CA 95014-2769 $ 975 .00 $600.00 2 35705 010 22381 McCLELLAN RD CUPERTINO, CA 95014-2768 $ 975 .00 $600.00 3 35608031 21972 McCLELLAN RD CUPERTINO, CA 95014-4058 s 975 .00 $600.00 4 35608032 21970 McCLELLAN RD CUPERTINO , CA 95014-4058 $ 975 .00 $600.00 5 35608051 22000 McCLELLAN RD CUPERTINO , CA 95014-4060 $ 975 .00 $600.00 $ 4,875 .00 Properties Needing Temporary Construction Easements Record # APN SITE ADDRESS Owner Guarantee 6 35705 057 22371 McCLELLAN RD CUPERTINO, CA 95014-2768 $ 413 .00 7 35705056 22361 McCLELLAN RD CUPERTINO , CA 95014-2768 $ 413.00 8 35608048 21976 McCLELLAN RD CUPERTINO, CA 95014-4035 s 413 .00 9 35608047 21980 McCLELLAN RD CUPERTINO, CA 95014-4058 $ 413 .00 10 35608 033 21960 McCLELLAN RD CUPERTINO, CA 95014-4058 s 413 .00 11 35608034 21950 McCLELLAN RD CUPERTINO, CA 95014-4058 s 413 .00 Total $ 2,478.00 GRANDTOTAL $20,544.00 1 Val uati o n of Deed of Trust CLTA Escrow Mod ification ROW (l and Policy Fee Fee Fee/Escrow only) Coordination $ 232,247.00 $1,065 .00 $665.00 $ 1,250.00 $ 257,118.00 $1,113.00 $685.00 $ 1,250.00 $ 88,745.00 $ 662.00 $525.00 $ 1,250.00 $ 95,307.00 $ 708.00 $525.00 $ 1,250.00 $ 97,207.00 $ 708.00 $525.00 $ 1,250.00 M o rtgage Policy Reissue *TBD *TBD *TBD *TBD *TBD SPU TOTAL $358.00 $ 3,938.00 $365.00 $ 4,013.00 $304.00 $ 3,341.00 $304.00 $ 3,387.00 $304.00 $ 3,387.00 Total $18,066.00 )> r+ r+ llJ n :::r 3 11) ::J r+ N "T1 11) 11) C 11) r+ llJ Fonn W-9 Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS . Internal Revenue Service 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. CHI CAGO TITLE COMPA NY t\i 2 Business name/disrega rded entity name, if different from above <I) {J) ro a. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to i:: 0 D Individual/sole prop rietor or [ZJ C Corporation D S Corporation D Partnership D Trust/estate certain entitles, not Individuals; see Q) ~ instructions on page S): single -member LLC Exemp t payee code {if any) i.2 D Limited llabllity company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) II>-,._ t, Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above fer Exemption from FATCA reporting 0 ~ 1: -g the tax classification _of Iha single-member owner. code or any) ·-C: D Other (see instructions) II,, ... _ (Appl/es to account., maJntalned outsida tt:e U.S.) a. 0 !t: 5 Address {number, street, and apt. or suite no.) Requester's name and address (optional) 0 8. 3127 T RANS WOR LD DR STE 130 Cl) 6 City, state, and ZIP code <l) (l) STOC KTON, CA 9520 6 (f) 7 List account number(s) here (optional) •:r.1 •• Taxpayer Identification Number (TIN ) I Socia l security number I Enter your TIN in_ the apprnpriate box. !h~ TIN provided must_ match t~e name given on line 1 to avoid backup w1thhold1ng . For 1nd1v1duals, this 1s generally your social security number (SSN). However, for a resident al ien. so le proprietor, or disregarded entity, see the Part I instructions on page 3 . For other entities, it is your employer identification number {EI N). If you do not have a number, see How to get a 17N on page 3. DIJ -[[] -I I I I I or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. j Employer identification n•1mb_m_· -~ 36-3341513 C e rtificati o n Under penalties of perjury, I certify that: 1. T he number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2 . I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not b een notified by the Internal Revenue Service 0RS) that I am subject to backup withholding as a result of a failure to report a ll interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withh olding; and 3. I am a U.S. citizen or other U.S. person {defined below); and 4. The FATCA code(s) entered on this form (if any) Indicating t hat I am exempt from FATCA reporting is correct Certific ation inst ructio ns. You must cross out item 2 above if you have been notified b y the I RS that you are cur;ently subject to backup withholding because you have failed to report all interest and dividends on your tax return. Fo r real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abanc1onment of secured property, cancellation of debt , contributions to an Individual retirement arrangement {IRA), and generally, payments other than interest and dividends, you are not required to sign t h e certification. but you must provide your correct T IN. See the instructions o n page 3 . Sign Signature of He re u.s. person.,. Genera l Instructi o ns Section references are to the Internal Reve~ue Code unless otherwise noted. Futur11 developments. lnfonnation about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Fonn W-9 rec;ueste0 who Is required to file an Information ret urn with the IRS must obtain your correct t,ixpuyer identification number (TlN) whic h may be your social security number (SSN), individual taxpayer Identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identlficatlcn number {EIN), to report on an information retum the amount paid to you , or other amount reportable on an information return. Examples of Information returns include, but are not limited to, the fo1Jowing: • Fo rm 1099-INT ~nterest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099·8 ($tock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from rea l es tate transactions) • Form 1099-K (merchant card a11d third party network transactions) Da te .,. • Form 1098 (home mortgage interilSl), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of sacurod property) Use Form W-9 only if you are a U.S. person (incl ud;ng a resident alie n), to provide your correct TIN. Ii you do not ratum Form W-9 to the reqwster with a TIN, you might ba subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out fom,, you : 1. Certify that the TIN you are giving is ccrrect (or you a re 'Nlliting fe r a number to be issued). 2 . Certify that you are not subject to backup withholding , or 3 . Claim exemption from backup withholding if you aro a U.S. exempt payee . If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subject to the withholding tax on foreign partners' share of effectively connected income. and 4. Certify that FATCA code(s) entered on this form Of any) indicating that you are exempt from the FATCA reporting, Is correct. Sea What is FATCA reporting? on page 2 tor further infom1ation . Cat. No. 10231X Form W-9 (Rev, i2•2014) ACORD® CERTIFICATE OF LIABILITY INSURANCE Page I DAT E (MM/D D/Y YYY ) ~ 1 of 2 07/1 9 /2017 THIS CERTIFICAT E IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TH E C ERT IFICATE HOLDER. TH IS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AF FORDED 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 pol icy(ies) must have ADDITIONAL INSURED pro v is io ns or be endorsed . If SUBROGATION IS WAIVED , s ubj ect to th e terms and condit ions of the policy , cert ain policies may requ ire an endo rse me nt. A statement on this certific ate does not confer righ ts to t he ce rti ficate holder in lie u of such endorse ment(s). PRODUC ER CONTACT ..... ~. Willi s Insur ance Serv ices of Georgia, I nc . PH ONE I F~ Id/""\\. c /o 2 6 Cen tury Blvd . ,,,... .tn J:)(T\· 877 -9 45-73 78 8 88-4 67-237 8 E-MA IL P.O. Box 3 05191 ,nnoccc. cert i f i ca t es@willis.com Nashv ill e, TN 3 72 30-519 1 INSUR ER(S)A FFORD ING COV ERAGE NAIC# INSUR ER A: Hartford Fire I ns . Co. 1 96 8 2-001 INSUR ED INSUR ER B: Continen ta l Insuranc e Company 35289-007 Fide lity Natio nal Financial , Inc . a nd its Subsidia ~ ... , Attn: Risk Mgmt Dept INS URERC : Trwnbull I nsurance Company 27120-001 601 Riverside Ave , B l dg 5 Alli anz I n s u rance Compan y 35300 -001 Jac kson vi lle, FL 32204 IN SURERD : INSURER E: I INS URER F: COVERAGES CERTIFICATE NUMBER: 2 5 579237 REVISION NUMBER: THIS IS TO CERTIF Y T HAT THE POLI CI ES OF INS URANC E LISTED BELOW HAV E BEEN ISSUED TO THE INS URED NAM ED ABOVE FOR THE POLI CY PERIOD INDI CATED . NOTWITHS TA ND ING A NY REQUI REM ENT, TERM OR CO NDITI ON OF ANY CONTRACT OR OTHER DOC UMENT W ITH RE SPECT TO WHICH THIS CER T IFICA TE MAY BE ISS UED OR MAY PERT A IN. THE INSU RA NCE A FFORDED BY T HE POLIC IE S DESC RIBED HE REI N IS SUBJE CT TO ALL THE TERM S, EXCLUS IONS AND CON DITI ONS OF SUCH POLI CIES . LI MITS SHOWN MAY HA VE BEE N REDUC ED BY PA ID CLA IMS. INSR ~D DL SUB I POL ICY NUMBER PO~!~! EFF PO LI CY EXP LIMITS I Tl> TY PE OF INS URA NCE ,.,e n ""'" A X COMMERCIAL GENE RAL LIA BI LITY y 2 0CSEC 90929 11/1 5/2 0 1 6 11/1 5 /2 01· EA CH OCCURRENC E $ 1 0 0 0 00 0 I CLAIMS-MAD EW OCC UR ~~~~Hi>t.~~J.rr~n ce) $ 1 000 0 00 l Host L i g,;or Liabi l i ty MED EXP (An y one pers on) $ PERSON AL & ADV INJ URY $ 1 00 0 000 - GEN'L AGGR EGATE LI MIT AP PLI ES PER : GENERA L AGGREGATE $ 10 0 00 0 0 0 ~ D PRO -D LOC PRODUC TS -COMP /O P AGG $ 2 00 0 000 PO LI CY JECT OTHE R: $ A AU TOMO BILE LIA BI LITY y 20CS E C9 0 93 0 1 1/15 /2 016 11/1 5/20 1 COMB INED SINGLE LI MI T 1,00 0,00 0 (Ea accid enl) s ~ X ANY AUTO BO DILY INJURY(Per perso n) $ ~ OW NED ~SC HEDU LED AUT OS ONL Y AUT OS BODI LY INJ URY(Per acciden l) s -HI RE D >--NO N-OWNED PR OPERTY DAMAG E AU TOS ONL Y AUTOS ON LY (Per accid enl) s f-->-- X Phy Dam Se s If -In s ured B X UMBRELLA LIAB H OCCUR 6011818 7 15 11/15 /201 6 11 /1 5 /2 0 1 · EACH OCC UR RENC E s 5 00 0 000 -EXCESS LIA B CLA IMS-MAD E AG GREGATE s 5 00 0 000 DED I I RETEN TION S $ C WORK ERS COM PEN SA TI ON AOS 20WN C909 2 6 1 1 /15 /2 01 6 11 /15 /2 01 X I ;T",.';.,,T~ I 10~~- AND EMPL OYERS ' LI AB ILI TY Y/N ANY PROP RI ETOR/PAR TNER/EXECUT IVE [!D N/A E.L. EA CH ACC IDENT s 1 ,000 ,000 OFF IC ER/M EMBE R EXC LUDE D? 1 ,000 ,0 0 0 fn,~~~~!~iib~ ~~~er E.L. DISEAS E -EA EMPL OY EE s DE SCR IPTI ON OF OP ERATI ONS belo w E.L. DIS EASE · POLICY LI MIT s 1 ,000,000 D B l dgs /B PP/B .I . C L P3 017110 11 /1 5/201 6 11/15 /201 $200 ,000 ,000 L oss L imit Sp ecia l W/EQ/FL Valua tion Property Quo ta Share Property Damage Rep l a c ement Cost DESCRI PTION OF OP ERATIONS/ LOCATIONS/ VEH ICL ES (ACOR D 101 , Add itional Remar ks Schedu le, ma y be att ach ed if mo re spa ce is requ ired) Re: Ti t l e & E s crow Consultant Service s Additi o nal N ame d Insure d : C h ic a g o T i tle See attac hed f o r a d d i t i onal in f ormat i on: CERTIFICATE HOLDER C i t y o f Cuper t ino A t tenti o n: John Raaymakers 10300 T o rre Ave . Cupe r tino, CA 95014 C o mpany CANCELLATION SHOULD AN Y OF THE AB OVE DESCRIB ED PO LI CIES BE CA NCEL LE D BEFOR E TH E EXPIRATI ON DATE TH ER EOF, NOTICE W ILL BE DELI VERED IN A CCOR DANCE W ITH THE POLI CY P ROV ISIONS . AUTHOR IZED RE PRESENTAT IVE Coll:5 1 02285 Tpl:21 0 096 0 Cert:2 © 88 -2 015ACORDCORP OR A TION .All r i g h tsreserve d . AC ORD 25 (2 01 6/03) The A C ORD name an d log o are r eg istered marks o f ACOR D AGENCY CUSTOMER ID: ~1~0~0~4=0~6 ____________ _ LOC#: ______ _ ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Fidelity National Financial, Willis Insurance Services of Georgia, Inc. Attn: Risk Mgmt Dept POLICY NUMBER 601 Riverside Ave, Bldg 5 Jacksonville, FL 32204 See First Page CARRIER I NAIC COOE See First Paqe EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE : CERTIFICATE OF LIABILITY INSURANCE Property $200 1 000,000 Limit Quota Share Carrier & Policy Number Allianz #CLP3017110 Liberty Mutual Fire #MJ2L9L448030026 Zurich American #PPR489174107 Ace American Ins #CXD37839000006 Westport #NAP045198905 Special including Wind/Earthquake/Flood Valuation -Property Damage Replacement Cost Participation Percentage 20% 10% 20% 30% 20% of $200M of $200M of $200M of $200M of $200M Page -2_ of _2.___ Inc. and its Subsi Cit1 of Cupertino, its City Council, boards and commissions, officers, employees and v olunteers are inc uded as Additional Insureds as respects to General Liability and Auto Liability as required by written contract . ACORD 101 (2008/01) Coll: 5102 2 85 Tpl: 2100960 Cert: 2 557 923 7 ©2008 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD dia l ' rn1s ENOORSEM ENT CIIANG US 'ff{~ l'()UCY, Pl !,ASE READ IT CAREFU LLY, NOTICE: OF CANCELLATION TO CERTfFICATE HOLD E R(S) ~-~,~ µ<1 HJi 14 K'~ti ~:t IJl tt,c t :tJ:C,J~l :t .:i J :'ficn;r ''.:-<m ditn~· A, i U1 :1 1XJ-\"i ~ ~ll~W -tl ~· -'SH! l):l'T C~f't't-:it m {II ~., S..,.'4' tt'i!llt!ft"f~1!i i;f tr.tl!fiJJJ , n-:n ;;~ ll :utt· C!.)f',C,~(l lj.:<1 nil bi! tt'·~·,itJtX: Ill lu.'.:1 1 tfr1( i:?-0 ! 4.1}"!:-h .IJ:J"n•,~cv ,i t tlo C31U •}l .;,;'or, Glf1.rl\'O -OJ\l 1:, 1·~ 1:.-,tl l<:.'111' h:l:fir,;,-~ odh ~Jr,: a j/jr~o:M un "1~ "r;h1r~~;,1Md {M.:!tt;~, i:i!W OmJ'.o.;1s,:,i EJ.. lf Um p t:y l'f. (W XXf k JJ t:,' 11,t, ~·p..,.<nf fo• OW'P,)'fi.~'t ,;1 lir,Hfitt'-i. Cl l:~1 h.t i11:>i.i-,iJ . l t :'lt;,t_t o f ~.m vm~b:-ft. ~I t,~ WM~<Y.? ti.';-$\1·, f10! Fe nn ll!•HDIOC 11 ,.!(t;~, IA i ~~ u.1 n{"J::l ,1l<i:11 .rl u:11 ,o :l,1\+J h ;. I~ ,:,eMf~,r..e ~c'd w'.~·1 1,i.tJ! nclh1 .'All!w>.-:·,<-.-:1 vi i~ v.'¢'> l h '.\ .:io~·t i:,1 r1r:(lr:1 er ttc !j.:moo""t · Ir 1r:tJ:e =~ 1mtk<:. ,.-:>:/ of 11"1J.Jt'i ij :» ill C:. · ,, ~Hii't ... ,, m,11§1 ;4 tC};"I'~ l:/'l-1:i c;.,:1ittk'"lt ~{!-I I.HI !ilti 14~1' thD ag'wt !d tco~·:I i.:f lho (:\.·m;1,1 nr ~·H hu a.f~f;t'Y rm.:.o-' er r-ci.i::o. ii.."i t r41tfk.1'40~ f\)'I~ {t't1Vt)Mi l:v l!io (HJi.J ·i:~•,tt-•"" P~f colr I:> r,;H,!:1 -Ui'!i!C.l!c ,,:«1-~1:..l ,..t :o wt..""tr< "J1"'~~;j 1.1 t~"1j ~t ;;, <)I •in}J';:.-r .:;;t, ~llt,.l b ~ Xi '1"1 b f1i1 ff.-{tt lkt•n THIS ENDORSEMENT CHANGES T HE POLICY. PLEASE READ IT CAREFULLY . NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Thit: po lic>/ i:; subj ccl lo !ho following adoi1ional Conditions: tr th is f XJ li cy ,is ca noolled by !he Co."np,i!n)', othe1 thiin ftir no npayment of premium, notice of such ca ncel18tl on wl:11 oo prc,.·icted to the t:ertificnlo hol:Ser(s) with nwi lit11J or.Wres:sc:; on i.il e wflh tho agcrit of rocord . Such n olke w,11 be provided wit in 30 days of fue Cmr.pa~·r, rnc;;,ipt of w rt ific.~te ho:..ie r(!:) inforrmrtion !rom fho 0gcr1t of feC{lrd. Form iH OJ 22 08 12 If ric,lice ~ mailed, pHlol bf m~iling lo ihe last k:n1.1wa 11)(lilmg a dC'rcsi; of the certific~te hotder(s) on ma with !he Ggent of reco rd will be !n1 flh:.:i(l11! p rcr:,f of notice - Any notif~iion rl{Jh1s provided by lt:is endor:;ornent appty oo ly to ll011'te Cl'l"tiflcalo holoerl,s) \\1)0 weti: issued .a certificale of if\$\l~ nee .1p~>lit~bio 1o !his policy's term Page 1 of 1 @ 20 12. 1he Hur!ford THIS EN D ORSEMENT CHANG ES THE PO LI CY . PL EAS E RE:'.AD JT CAREFULLY. NOTICE OF CANCELLATION TO CERTJFIGAT E HOL DER(S) Polley Number: n wrr ,;;~0 9 ;;c, Endorsement Nmnbor: f ; Effvc:tlve Oa tc: 11/ 1 V:>.O ,, i.:ifacrtive houri~ tt•e snme as stated on !he Jniormat!on Pa!;;:e of.th e poky. N amcll lm;urnd arw:I Ad cfrc·r.~: [IJD.CT.TTY ~ATI0N11L F!KMK.1/.J'.,,, ING, ~:Ol. t,:IV'ERS!t-2 :~v~Jl!}S ., :S U'T LD l ~i"G 5 .rJ,CKf.01,!Vl f i ,5 , <f, J7.;;0 4. If tr, 5 ;:,_,!icy is ca ncsllec' by i he Com;),rny. ol/-.,cr rmm for no n-p.;1~n,N1t or ommh::m, notice of m.1 c:h ca'1r:~llo ll on wili b,e p;rev1 ded tn the oertif.cate h~lder(s) with mailing 2ddress.es on file wilh the agent of moord. Suet, nctko will bo. provi;J o)d ,•,iiJ1 i11 :m d; •:r~ <;I ti\" (;o,,ip ,,11 y';i .-,,,c,e,r,t of c;ert f,(,:Jt e h<)ldt'.t(~r. lnfo 11113 ti on fro rn lhe agenf of re cNd. I( n,;,,li1;1;: Is m&il ed, p:o~f ,:,f rnalthg to th e las.! k nown mailing 11~Jdress of the certlficato hol der{s} on file wilh 1he ag8n l o r rsct>:d •,,ill ba ,;ulfr<:iur t j'.JrtrJ f o.f rolke. Form WC 99 0 3 96 Printod 11'1 U.S.A.. Proc.e.ss Date ; Aroy notilicotiun ri gf-1~ p:01•i1:lGd b,· lhi:; cr(.'m,l!'m,;n t iirply oniy t<) a t:-1 iwi ce-rtifica 1e h,,ldert\) v,ti<-, wr.m issued a ccrtificaie of insurance appicabh? !:J th ·s policy's le rrn. Fat urn :o providE such n.°'1100 to tho ce:fifka,10 !ioldur(sJ will r1r)1 ,1 11,~11 tJ or ti ;dm t<l tf,o ct olc W11J ~ ,c,Jlk11i0n b>J(>:ir ,ies efl:eclN~. n,)r !/lill l l nt~~1e c,.nce ll,iiion of Ill e< poli cy. Fai lu r.i 1,:J send r.1:~ictt .,h;.;11 irr.poGB no li abit~y c! any kin.d upo n :he CO/Jlp,Jlly' or •W ;'l ;Jl)ll!S (I( I Ul)I (JOOl 1tati'Jes. Polf1;-y exp iration Da te; ~ DATE (MM/DD/YYY) I ACORD " CERTIFICATE OF LIABILITY INSURANCE 7/18/2017 1 ....... --- THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NO AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANC E DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFI CATE HOLDER. IMPORTANT: If t he certificate h o lder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on thi s certificate does not confer rights to the certificate holder in li e u of such endorsement(s). PRODUCER CONTACT NAME: W Fleenor Willis of New Yo rk, Inc. PHONE (/VC , No. Ext): 813-490-6843 I FAX (/VC, No): 200 Liberty Street, 6th Fl oo r E-MAIL New Yo rk NY 10281 ADDR ESS : wendy.fleenor@.willis.com PRODUCER CUS TOMER ID#: INSURER(S) AFFORD IN G COVERAGE NAIC# INSURED INSURER A : Houston Casualty Comoanv 42374 Chicago Title Company and its Subsidiaries INSURER B : Ll oyds 15792 Corporate Risk Management Department IN S URER C: 601 Riverside Avenue , Bldg 5 INSURER D : Jacksonville FL 32204 IN SURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVIS ION NUMBER: THIS IS TO CER TIF Y THAT THE POLIC IE S OF INSURANCE LISTED BELOW HAV E BEEN ISSUED TO THE INSURED NAMED ABOV E FOR THE POLI CY PER IOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DO CUM ENT WITH RESPECT TO W HICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORD ED BY THE POLI CI ES DE SCRIB ED HEREIN IS SUBJECT TO ALL THE TER MS, EXC LUSIONS AND CONDITIONS OF SUCH POLI CI ES. LIM IT S SHOW N MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADD L SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR TYPE OF INSURANC E INSR WVD (MM/DD/YYY) (MM/DD/YY) LI MITS GEN ER AL LI ABI LITY EACH OCCURRENCE s ,__ DAMAGES TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) s ,__ n CLAIMIS-MADE il OCCUR MED EXP (Any one person) s PERSONAL & ADV INJURY s GENERAL AGGREGATE s GEN'L AGGR EGATE LIMI T APP LIE S PER : PRODUCTS-COMP/OP AGG s ' nPRO-n POLICY JECT LOG AUTOMOB ILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) s -ANY AUTO BODILY INJURY(Per person) s -ALL OWNED AUTOS BODILY INJURY(Per acc<lenl) s -PROPERTY DAMAGE s SC HEDU LED AUTOS (Per accident) - HIRED AUT OS s -NON-OWNED AUT OS s ,__ UMBRELLA LI AS H OCCUR EACH OCCURRENCE s -EXCESS LIAS CLAIMS-MADE AGGREGATE s $ DEDU CTIBLE $ -RETENTION $ s WORKERS COMP EN SATION AND I WC STATU-I I OTH- TORY LIMI TS ER EMPLO YER S ' LIABILITY Y/N NIA ANY PROPRIETOR/P AR TNER/EXECU TIVE D E.L. EACH ACCID ENT s OFFIC ER/MEMBER EXCLUDED? E.L. DISEASE -EA s (Mandatory In NH) EMPLOYEE If yes , describe under E.L. DISEASE -POLICY s DESCRIPTION OF OPERATIONS below LI MIT OTHER A Errors & Omissions/Cyber Risk 14MG16A13034 11/15 /2016 11/15/2017 Limit Per Claim -S10M / Annual Agg -S10M 8 Fidelity Bond/Computer Crime Policy W13189160501 11/15/2016 11/15/2017 Limit Per Claim -S25M / Annual Agg -SSOM DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES (Attach ACORD 101 . Additiona l Remarks Schedule . if more space is required) Evi dence of E&O and Crime Insurance for all locations and operations of Chicago Title Company and its subs idiaries anywhere in the wor1d . E&O includes Professional and Technology Liability and Cyber Risk Coveraqe CERTIFICATE HOLDER City of Cupertino Attention: John Raaymakers 10300 Torre Ave. C upertino CA 950 14 ACORD 25 (2009/09) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL LED BEFORE THE EXPIRATION DATE THEREOR , NOT ICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROV ISIONS. AUTHORIZED REPRESENTAT IVE <:\-~\' ©1988-2009 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Hartford Fire Ins. Co. 19682-001 Continental Insurance Company 35289-007 Trumbull Insurance Company 27120-001 Allianz Insurance Company 35300-001 877-945-7378 888-467-2378 certificates@willis.com Willis Insurance Services of Georgia, Inc. c/o 26 Century Blvd. P.O. Box 305191 Nashville, TN 37230-5191 Attn: Risk Mgmt Dept 601 Riverside Ave, Bldg 5 Jacksonville, FL 32204 X X Host Liquor LiabilityX X 1,000,000 1,000,000 1,000,000 10,000,000 2,000,000 A 20CSEC90929 11/15/2017 11/15/2018 X Phy Dam Se lf-InsuredX 1,000,000A20CSEC90930 11/15/2017 11/15/2018 X X 5,000,000 5,000,000 B 6011818715 11/15/2017 11/15/2018 X 1,000,000 1,000,000 1,000,000 N C AOS 20WNC90926 11/15/2017 11/15/2018 Limit Bldgs/BPP/B.I. Special W/EQ/FL Property Quota Share Replacement Cost $200,000,000DCLP3017918 11/15/2017 11/15/2018 Re: Title & Escrow Consultant Services Additional Named Insured: Chicago Title Company See attached for additional information: Fidelity National Financial, Inc. and its Subsidiaries, 11/16/2017Page 1 of 2 Y Y 25808412 Cupertino, CA 95014 10300 Torre Ave. Attention: John Raaymakers City of Cupertino Coll:5148101 Tpl:2178261 Cert:25808412 DATE (MM/DD/YYYY) PRODUCER INSURED INSR ADDL SUBR POLICY EFF POLICY EXPTYPE OF INSURANCE POLICY NUMBER LIMITSLTRINSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY Y / N N / A (Mandatory in NH) DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE CONTACT NAME: PHONE FAX (A/C, NO, EXT):(A/C, NO): E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES (Ea occurence)CLAIMS-MADE OCCUR $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $PRO-POLICY LOCJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO OWNED AUTOS ONLY BODILY INJURY(Per person)$ SCHEDULED AUTOS HIRED AUTOS ONLY BODILY INJURY(Per accident)$ NON-OWNED AUTOS ONLY PROPERTY DAMAGE $(Per accident) $ EACH OCCURRENCEOCCUR CLAIMS-MADE AGGREGATE $ $ DED $RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 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. 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 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 rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE ADDITIONAL REMARKS SCHEDULE AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: 100406 Page 2 of 2 Willis Insurance Services of Georgia, Inc. See First Page See First Page See First Page Fidelity National Financial, Inc. and its Subsidiaries, Attn: Risk Mgmt Dept 601 Riverside Ave, Bldg 5 Jacksonville, FL 32204 25 CERTIFICATE OF LIABILITY INSURANCE Property $200,000,000 Limit Quota Share Carrier & Policy Number Participation Percentage Allianz #CLP3017918 20% of $200M Liberty Mutual Fire #MJ2L9L448030027 15% of $200M Zurich American #PPR489174108 30% of $200M Ace American Ins #CXD37839000007 15% of $200M Westport #NAP045198906 20% of $200M Special including Wind/Earthquake/Flood Valuation - Property Damage Replacement Cost City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability as required by written contract. Coll:5148101 Tpl:2178261 Cert:25808412 ACORD 25 (2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYY) 11/6/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NO AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of New York, Inc. 200 Liberty Street, 6th Floor New York NY 10281 CONTACT NAME: W Fleenor PHONE (A/C, No. Ext): 813-490-6843 FAX (A/C, No): E-MAIL ADDRESS: wendy.fleenor@willis.com PRODUCER CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Chicago Title Company and its Subsidiaries Corporate Risk Management Department 601 Riverside Avenue, Bldg 5 Jacksonville FL 32204 INSURER A : Houston Casualty Company 42374 INSURER B : Lloyds 15792 INSURER C : INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYY) POLICY EXP (MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGES TO RENTED PREMISES(Ea occurrence) $ CLAIMIS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN’L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE (Per accident) $ HIRED AUTOS $ NON-OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS ‘ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE – EA EMPLOYEE $ E.L. DISEASE – POLICY LIMIT $ A B OTHER Errors & Omissions/Cyber Risk Fidelity Bond/Computer Crime Policy 14-MG-17-A13535 W131B9170601 11/15/2017 11/15/2017 11/15/2018 11/15/2018 Limit Per Claim - $10M / Annual Agg - $10M Limit Per Claim - $25M / Annual Agg - $50M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Evidence of E&O and Crime Insurance for all locations and operations of Chicago Title Company and its subsidiaries anywhere in the world. E&O includes Professional and Technology Liability and Cyber Risk Coverage CERTIFICATE HOLDER CANCELLATION City of Cupertino Attention: John Raaymakers 10300 Torre Ave. Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOR, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE