Loading...
HomeMy WebLinkAboutItem 23 - Real Estate Title and Escrow ServicesPublic Works Agency https://www.santa-ana.org/pw Item # 23 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report March 2, 2021 TOPIC: Real Estate Title and Escrow Services AGENDA TITLE: Approve Agreements with Commonwealth Land Title Company, Fidelity National Title, and Chicago Title Company for On -Call Real Estate Title and Escrow Services in an Aggregate Amount Not to Exceed $300,000 for up to a Five -Year Term RECOMMENDED ACTION Authorize the City Manager to execute agreements with Commonwealth Land Title Company, Fidelity National Title Company, and Chicago Title Company for on -call real estate title and escrow services for a three-year term beginning March 2, 2021 and expiring March 1, 2024, with two, one-year extensions exercisable by the City Manager and City Attorney, for a total shared aggregate amount not to exceed $300,000 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City routinely has roadway enhancements and other public improvement projects, which require real estate, and title and escrow services, for property acquisitions and title searches. Approval of this item will allow the City to retain Commonwealth Land Title Company, Fidelity National Title, and Chicago Title Company to provide real estate title, escrow, and related services for various Capital Improvement Projects and for other facilities that will be utilized by the public under the direction of City staff. In addition to real estate title, escrow, and related services, the firms will provide preliminary title reports, litigation guarantees, title insurance coverage assistance, and purchase agreement review. On September 28, 2020, the Public Works Agency released Request for Proposals No. 20-123 on the City's online procurement portal, PlanetBids, soliciting proposals from qualified firms for on -call real estate title and escrow services. Three proposals were received on October 12, 2020. All proposals were deemed responsive and were subsequently evaluated and ranked by a review committee composed of personnel from the Public Works Agency CIP Engineering staff. Ranking criteria included relevant project experience, firm experience, understanding of need, schedule of delivery, and references. In accordance with the Qualifications Based Selection process, the fee schedules were Real Estate Title and Escrow Services March 2, 2021 Page 2 opened after the proposal evaluations were completed. The ranking of the firms is as follows: Firm City Rank Commonwealth Land Title Company Newport Beach 1 Fidelity National Title Newport Beach 2 Chicago Title Company Irvine 3 The proposals by Commonwealth Land Title Company, Fidelity National Title, and Chicago Title Company demonstrate the firms have the necessary labor capacity to complete the requested services to meet expedited grant -driven deadlines. The firms' rates are reasonable and within industry standard, the team qualifications are appropriate for this project, and the proposals were found to provide the best value for the City. Staff recommends awarding agreements to Commonwealth Land Title Company, Fidelity National Title, and Chicago Title Company (Exhibits 1 through 3) to provide on -call real estate title and escrow services based upon the scope of work and selection criteria outlined in RFP 20-123 (Exhibit 4). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact at this time. Prior to utilizing any of these on -call services, Public Works Agency staff must receive Finance and Management Services Agency approval of funding and accounts to be used to ensure funds are available under the authorization and shared aggregate limit of $300,000. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. EXHIBIT(S) 1. Commonwealth Land Title Company Agreement 2. Fidelity National Title Agreement 3. Chicago Title Company Agreement 4. RFP 20-112 Submitted By: Nabil Saba, Executive Director, Public Works Approved By: Kristine Ridge, City Manager AGREEMENT TO PROVIDE ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES THIS AGREEMENT is made and entered into this 2nd day of March, 2021 by and between Commonwealth Land Title Company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 28, 2020, the City issued Request for Proposal No. 20-123, by which it sought qualified consultants to provide on -call real estate title and escrow services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-123. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-123, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services on an on -call basis under RFP No. 20-123. The total compensation for these services provided by all such consultants selected under RFP No. 20-123 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Page 1 of 8 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on March 1, 2024, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 8 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from acts or occurrences arising out of Consultant's operations in the performance of this Agreement. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) The policies shall not be cancelled or reduced in coverage or changed in any Page 3 of 8 other material aspect, by Consultant, without thirty (30) days prior written notice from Consultant to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Page 4 of 8 Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Page 5 of 8 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Griffin Wayne Vice President Commonwealth Land Title Company 4100 Newport Place Dr., Ste. 120 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 6 of 8 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder Page 7of8 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney J HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: GRIFFIN WAYNE Title: Vice President Page 8 of 8 AGREEMENT TO PROVIDE ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES THIS AGREEMENT is made and entered into this 2nd day of March, 2021 by and between Fidelity National Title Company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 28, 2020, the City issued Request for Proposal No. 20-123, by which it sought qualified consultants to provide on -call real estate title and escrow services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-123. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-123, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services on an on -call basis under RFP No. 20-123. The total compensation for these services provided by all such consultants selected under RFP No. 20-123 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Page 1 of 8 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on March 1, 2024, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 8 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 8 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 8 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 5 of 8 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Justin VanderVeen Senior Vice President Fidelity National Title 4400 MacArthur Blvd., Suite 200 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Page 6 of 8 Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, Page 7 of 8 permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 7g, -f.4' J M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT N me: Justin VanderVeen Title: Vice President Page 8 of 8 EXHIBIT Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 20-123 Introduction and Background: The Proposer shall provide real estate title, escrow and related services for various Capital Improvement Projects and other facilities that will be used for public use under the direction of City staff. The Proposer will be expected to provide experienced and knowledgeable professional staff. The Proposer and its staff or representatives shall be responsive and maintain excellent working relationships with City staff and City Right -of -Way Consultants. The Proposer shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Description of Work: The proposal should include the following tasks and fees and any additional tasks and fees deemed necessary by the Consultant shall be clearly identified in the proposal. Additionally, the City reserves the right to provide Notice To Proceed (NTP) for any, all or none of the following optional tasks: On an as -needed basis, Proposer is responsible for providing real estate title and escrow services on a timely manner, including but not limited to: Preliminary Title Reports 1. Update to an existing title report (either ordered by the City or others) 2. Issue new reports and provide copies of all underlying exception and exclusion documents. ■ Litigation guarantees — Issue condemnation litigation or continuation guarantees. ■ Provide other related information and documents of record concerning title to property such as copies of vesting deeds, parcel maps/tract, maps, FEMA flood zone designations. ■ Issue chain of title reports on an exception basis. ■ Assist with the development of legal descriptions for: (a) public and private properties; and/or (b) unrecorded easements, right-of-way or other apparent encumbrances or rights granted by other agencies. ■ Assist the City, its consultants and agents in resolving issues affecting marketable title to properties through, among other things, recordation of corrective instruments and/or other appropriate means. City of Santa Ana RFP 20-123 Page Al-1 ■ Escrow services: Issue either CLTA or ALTA extended -coverage owner CLTA 100 Comprehensive CLTA 103.1A Encroachment Coverage CLTA 103.4 Access through an easement CLTA 103.7 Access CLTA 110.1 Deletion of item from policy CLTA 116 Location CLTA 116.1 Survey CLTA 116.4 Contiguity CLTA 116.7 subdivision CLTA 123.3 Zoning ■ Assist the City in determining the appropriate amount of title insurance coverage for each property or portfolio (or portion thereof) whether acquired by purchase or without financial consideration and taking into account valuation as determined by appraisal, or by opinion of value from a commercial real estate company. ■ Provide all necessary assistance to the City to clear all exceptions stated in the Preliminary Title report unless waived by the City in writing. ■ Obtain partial release, partial re -conveyance and subordination agreements from the property owners or any party having interest in the property. ■ Ensure that all conditions present and conditions subsequent provide for in the Purchase Agreement are met and satisfied prior to closing escrow. ■ Prepare, subject to review and approval by the City, Escrow Instructions for execution by the City and grantor(s). Proposer shall ensure all legal requirements are satisfied prior to escrow closing. ■ Provide a comprehensive Escrow Services to the City and owners involved in the related transactions. ■ Prepare all necessary conveyance documents; demand and release of lien/encumbrance documents and submit the same for approval by the City prior to close of escrow. ■ Record grant deeds, certificates of acceptance. Memoranda of agreements and related documents required with respect to the transfer of each property in the office of Orange County Recorder. ■ Distribute to the parties originals or copies of executed and/or closing documents ■ Disburse to the party or parties entitled hereto amounts required to be disbursed in connection with the closing of each property transfer transaction. ■ Prepare closing settlement statements reflecting pro -rations and funds disbursed through escrow in each property transfer transaction. ■ Provide additional services related to title, escrow and related services specified above, at hourly rates, the scope of which will be agreed to in writing between the City & Proposer. ■ Meet and coordinate work with other right-of-way consultants as directed by the City. ■ Prior to closing escrow, Proposer shall order and provide the City with an updated Preliminary Title report to ensure that no new liens and/or encumbrances are recorded on the property/property interests to be acquired by the City. ■ Provide multi lingual services as needed for efficient closing of escrow. ■ Company shall at no cost to the City provide status reports of the requested services on a weekly, bi-weekly, or monthly basis at City's option. City of Santa Ana RFP 20-123 Page Al-2 Proposer shall at no cost to the City provide the City and its consultants with password protected access to Proposer's website dedicated for City's projects. The website shall contain all copies of City ordered reports and other documents will be posted no later than due date agreed upon and indicated on the work authorization. Website access must be available to City throughout the term of the agreement and after expiration for a minimum of 3 months from time all ordered documents and reports have been posted. City of Santa Ana RFP 20-123 Page Al-3 40fidelity National 'Title EXHIBIT B NATIONAL COMMERCIAL SERVICES October 9, 2020 City of Santa Ana San a Ana Public Works Agency 20 Civic Center Plaza San a Ana, CA 92701 RE: IREQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP-NO. 20-123 To Whom It May Concern: Fidelity National Title is pleased to submit our Proposal for Real Estate Escrow and Title i Fidelity National Title is a member of the Fidelity National Financial, Inc. family of companies, a publicly traded Fortune 500 company (NYSE: FNF) and leading provider of title insurance, mortgage services, specialty insurance and information services in the real estate industry. Fidelity National Title's National Commercial Services division has more than 165 years of underwriting experience. Our centralized team of industry experts provides commercial and indu trial developers, builders, lenders, attorneys, and other real estate professionals with reliatie, integrated, high -liability services nationwide. We have experience in working with both the rivate and public sector. Co mercial, industrial and builder major accounts require speed, accuracy and confidentiality. Fidelity National Titlo has built a reputation for efficiency in processing the most complex real estate transactions and assist with every phase of your transaction or development. Dedication to serving the needs; and alleviating the concerns of customers has made Fidelity National Title theration's foremost name in title insurance. Givei our company's longstanding history and experience, overall financial strength, and dedication to our client needs, we appreciate the opportunity to work with the City of Santa Ana. Thank yoli. dliv� I VanderVeen Seni r VP, Title Operations Manager Justill.VanderVeen@FNF.com 949-701-5294 Cc: Rada Garcia Rada.Garcia@FNF.com, 714-309-6419 Fidelity National Title I National Commercial Services Division 4400 MacArthur Blvd., Suite Z00 • Newport Beach, CA 92660 Po`° :Fidelity National Title NATIONAL COMMERCIAL. SERVICES ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES — RFP NO. 20-123 Response for Request for Proposals Prepared for CITY OF SANTA ANA Fidelity National Title NATIONAL COMMERCIAL DIVISION 4400 MacArthur Blvd., Suite 200 Newport Beach, CA 92660 https://californiancs.fntic.com/ bmitted by Rada Garcia and Justin VanderVeen (949) 622-5000 Office / (714) 309-6419 Cell Justin.VanderVeenFNF.com www.FNTSales.com/RadaGarcia September 10, 2020 OFidelity National Titlep NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO. 20-123 Contents Statement of Qualifications Contract Agreement Statement Firm and Team Experience Understanding of Need Relevant Project Experience and References Scope of Services and Schedule Fee Proposal (Included in Sealed Envelope) Certifications Fidel t Y National It P I B I T B NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 Statement of Qualifications idelity, National Title National Commercial Services Division is geared toward the lore complex transactions. Our experienced team of technicians provides commercial nd industrial developers, builders, lenders, attorneys, government agencies and other :al estate professionals with reliable, integrated, high -liability services both locally and ationwide. Fidelity National Title is a member of the Fidelity National Financial family f companies and the nation's largest group of title companies and title insurance nderwriters — Fidelity National Title, Chicago Title, Commonwealth Land Title, Alamo itle and National Title of New York. We collectively issue more title insurance policies Ian any other title company in the United States. Under Fidelity National Title, the ompany's dominant position ranks at 32.8%* for overall title insurance industry market hare, has $3.8 billion" in overall revenue, and holds $1.5 billion in title claims reserves. !ur stock is traded under the symbol FNF. For more information, visit www.fnf.com. inancial information for the three months ended June 30, 2020. 1 ar Division specializes in providing the following services to both the private and public • Preliminary Title Reports/Title commitments Litigation Guarantees • Technical Review of Legal Descriptions • Chains of Title • Subdivision Guarantees/Parcel Maps/Lot Line Adjustments • Inspection Analysis • Escrow and Settlement Services • Construction Loan Transaction Service • Development, Engineering and Mapping Assistance • Underwriting and Technical Support • Complimentary Customer Service/ Property Data Website Contract Agreement Statement e company is in agreement with the proposed contract. Firm and Team Experiencel Organization Chart ur commercial division is comprised of title officers, underwriters and escrow officers at have experience in working on the more complex commercial transactions in alifornia as well as in other states. Our team also includes a senior sales ,ecutive/accourit manager to assist in all areas as needed to insure service levels are aintained. Our title units consist of a senior title officers and experienced title assistants at are the poinj of contact for the direct customer and/or their consultants i.e. igineers, etc. Our senior escrow officer is supported by two experienced assistants. Fidelity National Title I NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 are resumes for your designated team of technicians. ada Garcia enior Vice President/Sales Executive/Account Manager Major Accounts Rada began her career in the title insurance industry in 1988. Rada has worked in underwriting and administration and currently markets Fidelity's services to land developers, homebuilders, public agencies and commercial/industrial developers. Rada i focused on ;business development and manages many multi -county developer ccounts throughout California. She is responsible for service, pricing and assembling t ams of technicians that provide various products and services to Fidelity's customers nd their consultants. Rada will act as Account Manager and all requests for title reports, property data requests or escrow services should be directed to her attention. Rada will be the Point of Contact for the Contract with the City of Santa Ana. uzanna Chan ice President/Sales Executive, National Commercial Services Suzann@ Chan has built an impressive portfolio of specialties in the commercial title i' dustry including, multi -state, multi -family housing and subdivisions in Southern California. As a Sales Executive at Fidelity National Title, Suzanna has navigated through numerous and complex areas of commercial real estate. Suzanna has been in tie title and escrow business for 7 years and handles project management for major rojects and accounts. Suzanna will assist in acting as Assistant Account Manager f r the City of Santa Ana and will be the Point of Contact should Rada be navailable, tustin VanderVeen e President I Operations Title Manager Commercial Services Justin VanderVeen serves as Fidelity National Title's National Commercial Services Title Operations Manager. He oversees the commercial operations for Southern California and helps facilitate transactions for both local and national clients. With over 15 years in the industry, Justin brings a wealth of expertise to his role, supported by his team of knowledgeable title, underwriting, and due diligence professionals. Justin has worked ith many public agencies handling various transactions over the course of his career. J stin also provides Title 101 training seminars when requested by clients to help ducate their staff on the subject of title insurance. Szopinski !sident, Title Officer 6 years of experience in the title industry to his role as Vice President, Title �s a Title Officer, Thomas makes underwriting decisions and resolves es with items that may cloud title. He often foresees potential issues and ways in which to remedy them with little or no additional cost or time to the Fidelity National Tine NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 ient. Thomas Szopinski and Keith Masner work as a title team and will handle all title afters for the City of Santa Ana, Masner President, Title Officer over 15 years of experience, Keith has gained a thorough background in title, and i6 well equipped to provide in-depth insight to his clients in every step of the process. (though well -versed in all aspects of title, over the course of his career, Keith has developed numerous areas of specialty including complex, high liability, construction leans, right-of-way searches and rehabilitation projects. Valerie Rapp Vice President, Senior Commercial Escrow Officer Valerie launched her career in the title insurance industry in 1999 with a focus on nationwide transactions. Her commercial clientele includes principals, attorneys, lenders, brokers and public agencies. Her responsibilities include transaction management, staff management, trust accounting, escrow advisory, training, customer support, relationship development and problem solving. athlene Myer ssistant Vice President, Customer Service athlene has been in the title insurance business for 25 years and oversees our ustomer Service Department. The department provides complimentary property data to our clients. Kathlene also oversees the administration of our complimentary property data website, www.CommercialPro247.com. L is RADfl GARCIA SVP, Ntional Sales JUSTIN VANDERVEEN VP, Title Opetations Manager THOMAJ SZOPINSKI C o m rn e r_c,' LT,�Il e Officer KEITH MASNER Commercial Title Officer ............... ....... . ..... . - - -----------­ SUZAN NA CHAN VP, National Sales .. .. ...... CUSTOMER SERVICE L E KATHLENE MEYER-BLANCO VP, Customer Service Manager ..... . ........ ..... VALERIE RAPP VP, Advisory Escrow Officer .. .. .. .. .. . ... ..... I..,.,......-. ................. .......... ... . .... Amill, Fidelity National TRW NATIONAL COMMERCIAL SERVICES 02020 Fidelity National Title (09.120) G.'Fidelity National Title NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 Understanding of Need iequests from our clients for title work will typically be emailed to the title unit requesting title report or research on specific areas or parcels that may or may not lead to the suance of a title insurance policy. Title will ask what the purpose of the report is. For example an Owner's Policy, a Litigation Guarantee, a Subdivision Guarantee, a chain of title or a report for informational purposes only. This information is necessary as it will affect the fee for the proposed title work/title reports. Title will request that the legal ascriptions, assessor parcel numbers and/or depictions of the property to be searched e provided if possible. If not easily available, title will assist in helping to identify the property/properties in question and will assist in confirming ownership of various parcels. Title can also assist in identifying property ownership by an owner's name as well. irm quotes for title insurance policies, litigation guarantees and escrow services can be provided once the liability amounts and sales prices are known. The timeline to produce a preliminary report is typically from 7 to 10 business days. Occasionally more time may be required due to the complexity or the need to retrieve documents that Ere not readily available in our title plant. This frequently occurs when searching right-df ways, government -owned properties, and properties that have not been previously insured or have been insured many years in the past. For this reason it is not possible to provide a quote for title work without first analyzing the sites and areas i question. This analysis will typically take a few days at which time we will be able to rovide a firm title quote for the work. The cost for a title insurance policy will be rovided based on the liability amount of the policy that will be issued and are shown in the Fee Proposal that is included in this proposal. The cost for escrow services will be used on the sales price. Title policies are typically issued within 48 hours after the close escrow. GFideliltyNational Title NATIONAL COMMERCIAL SERVICES . ....................... City of Santa Ana — RFP NO. 20-123 _. _... Relevant Project Experience and References uren Wooding Whitlinger )mmunity Development Real Property Administrator City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 (949) 644-3236 LWooding65DNewportBeachCA.gov Ed Robles Assistant Director IiVaterfront and Commercial Development Division Port of LA 425 S. Palos Verdes Street San Pedro, CA 90731 (310) 732-3916 ERobleS anoortla.org Stephen Culberson Vice President FRicondo & Associates 20 N. Clark Stre t ,Suite 1050 Chicago, IL 606 2 (312) 212-8812 L culberson(d)ricondo.com ruce Dosier Director of Information Management/Property Manager Grange County Water District 1�8700 Ward Street Fountain Valley, CA 92708 (714) 378-3298 bdosierna.ocwd.com Have been working with the City for almost 8 years. Produce multiple title reports on an as -needed basis. Also provide title research for both city owned and privately owned properties. Have provided multiple title reports for various sites on an as -needed basis for the Port since 2011. Currently working with the Port of LA and private developers (Jerico Development, Inc. and The Ratkovich Company) along with their engineers (Gafcon ) on the San Pedro Public Marketplace to provide title reports. Assisted in identifying errors with the legal description. Will be insuring a ground lease and future construction loan. Effective January 2020 have a 3 year contract to provide on - call title and escrow services for the Port of Los Angeles. In the past 2 years we have been working on the Los Angeles International Airport Landside Access Modernization Program Environmental and Entitlement Services project. We have provided approximately 450 plus title reports and two subdivision guarantees. We have worked closely with the City's engineering firm of David Evans & Associates and the LAWA consultant, Ricondo & Associates. We have been working with the district since 2009 and have handled escrow and title for both acquisitions and dispositions for the district. Provided title research on the Burris Basin in order to clarify ownership. In February 2019 closed transaction for the sale of land in Anaheim to a private party. Have provided complimentary customer service support and have provided copies of recorded documents when requested. Wideii y National Title' NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 Scope of Services and Schedule he lead title officer will work closely with our searching and examining team to produce # ie requested tithe reports or title research requested. The senior sales xecutivelaccouiht manager will insure all of your title, escrow requirements or property i iformation research is directed to the correct technical team. INITIAL REQUEST FOR TITLE PRODUCT. A title insurance order is opened with a title nit which produces the initial response. A Preliminary Report/Title Commitment can be issued with a minimum of information without even identifying the buyer or the terms of t e sale (if applicable). Please copy the account manager in all requests. ON -SITE SEAROHING AND EXAMINING. Your title unit performs three initial searches; Property, Name,, and Tax. From that information, a report is created. Our on -site customer service center expedites the process of obtaining hard copies of recorded documents. Fidelity's substantial investments in imaging technology help to expedite searches by performing these time-consuming tasks on-line. ECHNICAL REVIEW. The skill and expertise of our Title Officer is the key to providing ou with a useful, accurate title report. Following issuance of the initial report, the title fficer makes their technical analysis of the documents of record. An interpretive view of 11 recorded matters is then made to evaluate their impact on the title to the subject roperty. I SPECTION ANALYSIS. In anticipation of ALTA coverage (if requested), a site inspection is ordered. From the inspection report, the initial title product is supplemented t show any encroachments or other discoverable off -record matters which would Itimately impact title. Following is a summary of the services that Fidelity will provide: • Issue updates to existing preliminary title reports provided to Fidelity that were issued by other title companies • Issues new preliminary title reports when requested • Provide copies of all underlying documents for all preliminary title reports i.e. vesting deeds, parcel map/tract maps, FEMA flood designations, exceptions and exclusion documents. The title report will be hyperlinked. • Issue condemnation litigation or continuation guarantees • Issue- chain of title reports • Assist with development of legal descriptions • Assist in resolving marketable title issues i.e. record corrective instruments, etc. • Issue Pro Forma Title Policies • Issue either standard or extended -coverage owner's policies • Issue requested endorsements • Aggregate title insurance policy will be provided via a Tie -In Endorsement and will be provided as necessary. Assist in determining liability amounts for policies of title insurance • Work with Client in eliminating exceptions requested by the Client GFideli. y National Title NATIONAL COMMERCIAL SERVICES City of Santa Ana -- RFP NO.20-123 • Title will work with escrow company in communicating conditions required to be satisfied in order to provide a policy of title insurance • Title will work closely with escrow company to complete the closing process • Title will record documents relevant to a specific transaction i.e. grant deeds, certificates of acceptance, memoranda of agreements and other related documents with the appropriate County Recorder's office • Provide conformed copies to the appropriate parties of the recorded documents • Title staff will be available to meet with the Client or other parties as necessary • Title r ill provide escrow and the Client with an updated title report prior to close;of escrow • Title and escrow will work with the Client in developing status reports as requested • Preliminary title reports typically take 7 to 10 business days to produce. Due to the complexity of a search the timing may take longer and a once title analyzes the sites involved a timeline will be provided Escrow Process 1. Title and escrow will work with the Client in developing status reports as requested 2. Title reports and a hyperlinked title report with underlying documents will be emailed to the client 3. Requests for title information will be emailed to the title unit 4. Title unit will respond with a title order number(s) that are assigned for reference purposes. Typically our title and escrow numbers are the same, 5. Client will contact escrow officer when escrow is needed and provide a copy of the executed agreement. 6. Escrow will email Client with the assigned escrow number. 7. The dontract will act as Escrow Instructions. 8. Escrow will only comply with written instructions provided by parties to the agreement. No verbal instructions will be accepted. 9. Escrow will prepare any amendments or other documents as instructed if permitted under current escrow procedures. 10. Escrow and title will follow instructions provided from the Client or other parties to the transaction as to title insurance coverage required. 11. Title and Escrow will work together to close a transaction based on instructions received from the parties to a transaction or their legal counsel. 12. Title will deliver documents to the appropriate County Recorder's Office for recordation. 13. Escrow is in a position to close the transaction once all conditions of the escrow are satisfied and confirmation is received from all parties to close and disburse funds. Fidelity National Title NAiIONALCOMMERCIAL SERVICES City of Santa Ana — RFP NO.20-123 Secure rebsite for Document Retrieval and Access — SmartView Online Idelity National'Title provides our customers password -protected access to our ImartView Online website as an option. • 24/7 access — 100% web -based system offers an online single point of contact • Update and track orders electronically • System requires internet access • View and share documents with transaction participants • Download and/or print documents • Hyperlinked documents add convenience • Upload documents such as surveys, inspections, reports • Receive/download annotated maps, surveys, etc. • Access plotted easements posted to title documents 0 Control participant access and publishing rights for each document • Secure an effective transfer and receipt of documents Complimentary Property Data Website — CommercialPro247 fidelity National Title provides our customers with access to a complimentary property ata website. This program integrates assessor data information with aerial imagery; it Iso allows you to search properties by site address, mailing address, APN, intersection, se code and by an owner's name. You may also retrieve copies of recorded documents and the data is available for most properties throughout the United States. www.CommercialPro247.com Complimentary Customer Service Support Fidelity National Title provides complimentary property data research by our Customer Service team. They are available to provide property profiles, copies of recorded deeds and other documents as needed at no charge. Corr merciaiCS(c W.con, (888) 597-9868 Toll -Free Fee Proposal Sealed Envelope Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NUN -COLLUSION AFFIDAVIT I (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112. and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of. or on behalf of. any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any mare aer, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead; profit. or cost clement of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid ate true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto. or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature; of this Non -collusion Affidavit, BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County o � ` ASIMA before and sworn to (or affirmed) before me on this i day of j' R iwiifi; 20L, by f0/tt[) , proved to me on the basis of satisfactory evidence to be the person(i) who appeared *my BRiAMRANDEL Notary Pubiir - CaliforniaOrange County f Commission N 2321543 Comm. Expires Feb 14, 2024 Notary Public Signature j Notary Public Seal City of Santa Ana RFP Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The proso�ctive participant certifies. by signing and submitting this bid or proposal, to the best of his or her knowled o and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the snaking of any federal grant, the making; of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress. or an employee of a Member of Congress in connection with this federal contract. grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certirication is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352. Title 31, U. S. Code_ Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language,of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Natne: Title /P r Date J'�L p•Cl�tlf r��.C} a --a n 2 ') .V fe Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The und6rsigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affinnative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting; forth the provisions of this nond"scrimination clause. 2. The onsultant shall, in all solicitations or advertisements for employees placed by or on behalf of the ,onsultant, state that all qualified applicants will receive consideration for einploymcrit without rega .d to race, color, religion, sex, or national origin. 3. The onsultant shall send to each labor union or representative of workers with which he/she has a colle tive bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and hall post copies of the notice in conspicuous places available to employees and applicants for ell pl yment. 1 4. The onsultant shall comply with all provisions of Executive Order 11246 of September 24, 1965. and :if the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all infonnation and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In th event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or w th any of the said rules, regulations, or orders, the contract may be canceled, terminated, or susp nded in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965. or by rule, regu ations. or order of the Secretary of Labor, or as otherwise provided by law. 7. The onsultant shall include the portion of the sentence immediately preceding paragraph (1) and the ovisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order a;; the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event the Consultant becomes involved in. or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin. ancestry, physical handicaps, mental condition, marital status. or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Finn: Date: azki'c' r,-" City of Santa Ana RFP - -- 0--- A 2 A EXHIBIT C %pividelityNational Fite' NATIONAL COMMERCIAL SERVICES City of Santa Ana — RFP NO.20-12-3 Fee Proposo[ - Rates and Fees Title insurance premiums are based on the type of title insurance coverage including litigation guarantees if requested, policies to be issued and the liability amount(s) for such policies or guarantees. Pricing, for the issuance of a preliminary report or commitment without subsequent issuance of a title policy is explained below. Firm quotes can be provided when the specific scol�e of work has been defined, the requested product has been determined, the amount of covgrage and endorsements (if any) has been established, and the complexity of the project has een reviewed and analyzed by the Company. Consideration is given as to when the prop rty/properties ip question were last insured, the size of the sites in question, and Other matters that may affbct the amount of time required to search and examine the title for the property, etc. Samoles of products that are offered are: Preliminary Reports, Commitments, Standard Coverage Policies of Title Insurance, Extended coverage ALTA PoldcieS of Title Insurance Policies and Litigation Guarantees. The timeline to produce a preliminary report is typically from 7 to 10 business days. Occasionally more time may be required due to the complexity or the need to retrieve documents that are not readily available in our title plant. This frequently occurs when searching right of ways, government -owned properties, and properties that have not been previously insu ed. For this reason it is not possible to provide a quote for title reports without first analyzing the sites and areas in questions. This analysis will typically take a few days at which time�we will be able to provide a firm title quote for the work. The cost for a title insurance policy will e provided based on the liability amount of the policy that will be issued. Title policies are typic liy issued within 48 hours of closing. Our fees for insurance products and escrow services are attached. All other title work will be quot�d on a per project basis. We only charge an hourly rate when plotted easements are requested. The cost;of endorsements are based on the liability amount of each title policy. Fidelity National Titio Insurance is a title insurance company and our fees are filed with the California Department of Insurance. Fidelity National Title NATIONAL COMMERCIAL SERVICES City of Santa Ana RFP-NO.20-123 Fees 1 Title Insurance Escrow Fees (assumes Product Amount ofa Premium for Standard buyer and seller each Coverage Coverage pays 112 of total escrow fee - per side Preliminary Title Report - $750.00 + Fee is based on Commercial Property N/A the complexity of the title search Preliminary Title Report - Residential Property $500.00 $100,000 $667.00 $500.00 per side $500,000 $1,665.00 $675.00 per side $1,000,000 $2,643.00 $1,150,00 per side $2,000,000 $4,118.00 $1,600.00 per side $3,000,000 $4,888.00 $1,850.00 per side ALTA Owner's Standard $4,000,000 $5,608.00 $2,250.00 per side Policy $5,000,000 $6,348.00 $2,400.00 per side $6,000,000 $7,088.00 $2,700.00 per side $7,000,000 $7,828.00 $2,950.00 per side $8,000,000 $8,568.00 $3, 100. 00 per side $9,000,000 $9,308.00 $3,250.00 per side $10,000,000 $10,048.00 1$3,550.00 per side Extended Coverage $.10 per thousand $100,000 $750.00 $500,000 $1,332.00 $1, 000,000 $2,114.40 $2,000,000 $3,294.40 $3,000,000 $3,910.40 Litigation Guarantees $4,000,000 $4,486.40 $5,000,000 $5,078.40 $6,000,000 $5,670.40 $7,000,000 $6,262.40 $8,000,000 $6,854.40 $9, 000,000 $7,446.40 $10.000,000 1 $8,038.40 In some cases fees for endorsements may be Endorsement pricing is Endorsements As requested bundled thereby reducing the cost depending on the based on the liability types of endorsements amount and type of policy requested P otted Easements $50.00 per hour AGREEMENT TO PROVIDE ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES THIS AGREEMENT is made and entered into this 2nd day of March, 2021 by and between Chicago Title Company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and exssisting under the Constitution and laws of the State of California ("City"). RECITALS A. On September 28, 2020, the City issued Request for Proposal No. 20-123, by which it sought qualified consultants to provide on -call real estate title and escrow services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-123. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-123, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of three (3) consultants selected to provide services on an on -call basis under RFP No. 20-123. The total compensation for these services provided by all such consultants selected under RFP No. 20-123 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Page 1 of 8 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on March 1, 2024, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 8 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Page 3 of 8 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 8 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) Page 5 of 8 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Cheryl Yanez Sr. Vice President Chicago Title Company 725 S. Figueroa St, Ste. 200 Los Angeles, CA 90017 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Page 6 of 8 Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, Page 7 of 8 permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney l n By: !t'", J HN M. FUNK me: Sr. Assistant City Attorney Title: iLe RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency i' J14— Page 8 of 8 EXHIBIT Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 20-123 Introduction and Background: The Proposer shall provide real estate title, escrow and related services for various Capital Improvement Projects and other facilities that will be used for public use under the direction of City staff. The Proposer will be expected to provide experienced and knowledgeable professional staff. The Proposer and its staff or representatives shall be responsive and maintain excellent working relationships with City staff and City Right -of -Way Consultants. The Proposer shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Description of Work: The proposal should include the following tasks and fees and any additional tasks and fees deemed necessary by the Consultant shall be clearly identified in the proposal. Additionally, the City reserves the right to provide Notice To Proceed (NTP) for any, all or none of the following optional tasks: On an as -needed basis, Proposer is responsible for providing real estate title and escrow services on a timely manner, including but not limited to: Preliminary Title Reports 1. Update to an existing title report (either ordered by the City or others) 2. Issue new reports and provide copies of all underlying exception and exclusion documents. ■ Litigation guarantees — Issue condemnation litigation or continuation guarantees. ■ Provide other related information and documents of record concerning title to property such as copies of vesting deeds, parcel maps/tract, maps, FEMA flood zone designations. ■ Issue chain of title reports on an exception basis. ■ Assist with the development of legal descriptions for: (a) public and private properties; and/or (b) unrecorded easements, right-of-way or other apparent encumbrances or rights granted by other agencies. ■ Assist the City, its consultants and agents in resolving issues affecting marketable title to properties through, among other things, recordation of corrective instruments and/or other appropriate means. City of Santa Ana RFP 20-123 Page Al-1 ■ Escrow services: Issue either CLTA or ALTA extended -coverage owner CLTA 100 Comprehensive CLTA 103.1A Encroachment Coverage CLTA 103.4 Access through an easement CLTA 103.7 Access CLTA 110.1 Deletion of item from policy CLTA 116 Location CLTA 116.1 Survey CLTA 116.4 Contiguity CLTA 116.7 subdivision CLTA 123.3 Zoning ■ Assist the City in determining the appropriate amount of title insurance coverage for each property or portfolio (or portion thereof) whether acquired by purchase or without financial consideration and taking into account valuation as determined by appraisal, or by opinion of value from a commercial real estate company. ■ Provide all necessary assistance to the City to clear all exceptions stated in the Preliminary Title report unless waived by the City in writing. ■ Obtain partial release, partial re -conveyance and subordination agreements from the property owners or any party having interest in the property. ■ Ensure that all conditions present and conditions subsequent provide for in the Purchase Agreement are met and satisfied prior to closing escrow. ■ Prepare, subject to review and approval by the City, Escrow Instructions for execution by the City and grantor(s). Proposer shall ensure all legal requirements are satisfied prior to escrow closing. ■ Provide a comprehensive Escrow Services to the City and owners involved in the related transactions. ■ Prepare all necessary conveyance documents; demand and release of lien/encumbrance documents and submit the same for approval by the City prior to close of escrow. ■ Record grant deeds, certificates of acceptance. Memoranda of agreements and related documents required with respect to the transfer of each property in the office of Orange County Recorder. ■ Distribute to the parties originals or copies of executed and/or closing documents ■ Disburse to the party or parties entitled hereto amounts required to be disbursed in connection with the closing of each property transfer transaction. ■ Prepare closing settlement statements reflecting pro -rations and funds disbursed through escrow in each property transfer transaction. ■ Provide additional services related to title, escrow and related services specified above, at hourly rates, the scope of which will be agreed to in writing between the City & Proposer. ■ Meet and coordinate work with other right-of-way consultants as directed by the City. ■ Prior to closing escrow, Proposer shall order and provide the City with an updated Preliminary Title report to ensure that no new liens and/or encumbrances are recorded on the property/property interests to be acquired by the City. ■ Provide multi lingual services as needed for efficient closing of escrow. ■ Company shall at no cost to the City provide status reports of the requested services on a weekly, bi-weekly, or monthly basis at City's option. City of Santa Ana RFP 20-123 Page Al-2 Proposer shall at no cost to the City provide the City and its consultants with password protected access to Proposer's website dedicated for City's projects. The website shall contain all copies of City ordered reports and other documents will be posted no later than due date agreed upon and indicated on the work authorization. Website access must be available to City throughout the term of the agreement and after expiration for a minimum of 3 months from time all ordered documents and reports have been posted. City of Santa Ana RFP 20-123 Page Al-3 EXHIBIT B REQUEST FOR PROPOSAL (RFP) ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 20-123 CITY OF SANTA ANA SANTA ANA PUBLIC WORKS AGENCY 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SUBMITTED BY: CHICAGO TITLE COMPANY 725 S. FIGUEROA ST., STE. 200 LOS ANGELES, CA 90017 ATTN: CHERYL YANEZ PHONE: 213-448-4315 EMAIL: CHERYL.YANEZ@CTT.COM Table of Contents Tab 1: Table of Content Tab 2: Cover Letter Tab 3: Contract Agreement Statement Tab 4: Firm and Team Experience Tab 5: Understanding of Need Tab 6: Relevant Project Experience Tab 7: References Tab 8: Scope of Services and Schedule Tab 9: Fee Proposal Tab 10: Certifications • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification (* Chicago Title Company 725 S. FIGUEROA STREET, SUITE 200, LOS ANGELES, CA 90017 (213) 488-4315 August 30, 2020 City of Santa Ana Attn: Hayley Gilbert Public Works Agency; M-36 20 Civic Center Plaza: Ross Annex Santa Ana, CA 92701 RE: On -Call Real Estate Title and Escrow Services I RFP No. 20-123 To Whom It May Concern: Chicago Title is pleased to submit our Request for Proposal 1 On -Call Title Services. Chicago Title is a member of the Fidelity National Financial Family of company which is a leading provider of title insurance, mortgage services, specialty insurance and information services in the real estate industry. Chicago Title Company is a California corporation. Our tax ID number is 36- 3341513. The contact person that is authorized to make representation for Chicago Title Company is: Cheryl Yanez — Sr. Vice President, National Account Executive Office: 725 S. Figueroa Street, Ste. 200, Los Angeles, Ca 90017 Telephone: 213 4884815, Fax 213 488-4388, Cell 213 718-6190 Email: Cheryl. Yanez(o)-ctt. com The financial strength of a title company must, of course, be an issue of major concern to you. Fidelity National Financial Family of Companies, of which Chicago Title is part, combines great financial strength and prudence. Our claims reserves are the largest in the title industry and exceed $1.5 billion. Our available cash and investments are also the largest in the title industry and exceed $5.8 billion. We can assure you that the team members assigned to this project will possess the requisite skills and expertise to handle the complexities that this transaction entails. This group of dedicated professionals will be available, as and when needed, to process, coordinate and resolve all title issues that arise. The team members that will be assigned to your transaction are: Joe Goodman — Sr. Vice President and Regional Operations Manager, Commercial/Industrial Division Lance Capes — Senior Vice President and NCS Manager Giancarlo SRolidoro - Vice President Commercial Counsel Cheryl Yanex — Sr. Vice President, National Account Executive John Balassi - Sr. Title Officer, Commercial/industrial Division Jason Silva — Title Officer, Commercial/industrial Division David Hughes -Title Officer, Commercialllndustrial Division Angi Dennison — Title Assistant, Commercial/industrial Division Pam Fry — Escrow Officer, Commercialllndustrial Division In addition to the efforts of the team members, Chicago Title is willing to devote the entire resources of the National Commercial Services and the Regional Underwriting Department to this RFP No. 20-112. Visit our Chicago Title website at www.chicagotitleadvantage.com for property profile information and vvww.ntiweb.com for national real estate laws and customs by state. Chicago Title continues to strive to provide the very best service to its customers and brings together a team of commercial experts to accomplish this task. If you have any questions or concerns, please do not hesitate in contacting us 725 S. Figueroa Street, Ste. 200 Los Angeles, CA 90017 Phone: 213 488-4315 Contract Agreement Statement Dated: September 7, 2020 RE: Request for Proposal: On -Call Real Estate Title and Escrow Services — RFP No.: 20-123 This is to confirm that Chicago Title has carefully examined the Request for Proposal and confirms that the proposal is accepted in the form of the Agreement and comply with the requirement of the RFP and Agreement. 1, the undersigned affirm that I have read and understand all of the provisions set forth in this RFP and confirm that this proposal meets and exceeds the specifications contained in the RFP document. I also affirm that I am duly authorized to execute this potential Contract; that this company. Date: September 7, 2020 Proposer: Chicago Title Company ature of Authorized Person: Name: Title: Sr. Vice President Business Address: 725 S. Figueroa St., 21111 Floor Los Angeles, CA 90017 Telephone: 213-488-4315 Email: Cheryl.yanezra'�,ctt.coal O CHICAGO TITLE NATIONAL COMMERCIAL SERVICES P% AIMPORTANT CONTACTS jO Chicago Title NCS - CALIFORNIA John Balassi I VP, Senior Title Officer Direct: (949) 724-3117 Email: Balassi)@ctt.com Jason Silva I Assistant VP, Title Officer Direct: (949) 724-3123 Email: Jason.Silva@ctt.com David Hugel I Title Officer Direct: (949) 724-3123 Email: David.Hughes@ctt.com Angi Dennison I Title Assistant Direct: (951) 710-5908 Email: Angi.Dennison@ctt.com Giancarlo Spolidoro I VP Commercial Counsel Direct: (213) 488-4354 Email: Giancarlo.Spolidoro@ctt.com Pam Fry Escrow Officer Direct: (909) 244-1718 Email: Pam.Fry@ctt.com Email I CommercialCS@ctt.com (800) 540-5200 Direct: (888) 597-9868 (949) 622-4939 Lance Capel j Senior Vice President Direct: (714) 814-8458 Email: LCapel@ctt.com Joe Goodman I Senior Vice President Direct: (619) 980-7577 Cell Email: goodmanj@ctt.com Cheryl Yanez Sr. VP, National Account Executive Direct: (213) 488-4315 Mobile: (213) 718-6190 Cheryl.Yanez@ctt.com Add to Network (9. CWCAGO TITLE Cheryl A. Yanez - Bio Cheryl Yanez is a Senior Vice President for Chicago Title Insurance Company responsible for business development including growing and maintaining client relations. She specializes in working with real estate attorneys, developers, investors, public agencies, lenders and brokers involving single and multi -site transactions located throughout the country, Since July 1979, Cheryl has been with Chicago Title where she has gained an extensive knowledge working in Escrow and in the National Title Division prior to joining the sales force in 1988. She has successfully closed transactions totaling over $3 billion dollars annually with her hard work ethic and dedication to excellence. Cheryl feels "superior service" is a great responsibility to her clients and strives to make sure that she provides the highest customer satisfaction possible. Her unique style of sales and the loyalty of her clients have consistently ranked her in Chicago Title's Million Dollar Club as a top producer in the nation. As an active volunteer in her community, since 2006 Cheryl has hosted an annual tennis event for Rally for the Cure in support of Susan G. Komen Breast Cancer Foundation. She is an avid tennis player and currently resides in Redondo Beach with her husband, Scott, Their daughter Lauren is currently attending Point Loma Nazarene University in San Diego. Cheryl A. Yanez Senior Vice President Commercial/Industrlal National Division Chicago Title Insurance Company 725 S. Figueroa Street, Suite #200 Los Angeles, CA 90017 Phone (213) 488-4315 / Fax (213) 488-4388 E-Mail: Cheryl.Yanezpactt.com 032 JOE GOODMAN Joe Goodman currently serves as Senior Vice President and Regional Manager for Chicago Title Company, where he oversees the company's Major Accounts in Southern Caiifornia. These Major Accounts are comprised of the Commercial, Builder Services, Timeshare, and Energy divisions. Joe started his career in the title business right out of high school in 1975, sorting tax bills with Title Insurance and Trust Company. After working his way upward, he was employed by SAFECO Title Company in 1987, which was later acquired by Chicago Title. Joe began his role in management in 1993, and assumed his current responsibilities in 1996. A true, personable leader Joe is the recipient of the FNF Top Performer Award for 10 years running. He takes pride in offering unparalleled customer service and support while helping clients facilitate their complex real estate transactions. Joe and his team consistently deliver quality and resourcefulness to customer transactions while maintaining the utmost professionalism. Joe attended National University. He is currently on the Executive Board for Juvenile Diabetes Research Foundation. Joe is a past member of the San Diego International Sports Council, and has also served as a Board Member for Harmon Killebrew Foundation. He is an affiliate with the Building Industry Association (BIA), and is an active member of the Commercial Real Estate Development Association (NAIOP). An avid outdoorsman, Joe enjoys spending his time golfing, fishing, and snowboarding. He resides in Downtown Los Angeles. Joe is married to Diane, his wife of 27 years, and has one son Brad, 25 years old. He is currently a member at Rock Creek Cattle Company in Montana. Senior Vice President Chicago Title Company 725 So. Figueroa St., Suite 200 Los Angeles, CA 90017 Direct: (213) 612-4183 E-Mail: Goodman)@ctt.com 0 �016 Chicago Tide company (01/ 14) CHICAGO TITLE NATIONAL COMMERCIAL SERVICES 035 Lance T. Capel serves as Senior Vice President of Operations and Contact Sales for Chicago Title Company's major accounts divisions in Southern LANCE CAPEL California. These Major Accounts are comprised of the Commercial, Today' Builder Services, Time Share and Energy divisions. Lance joined Chicago Title Company in this role in July 2014, with his primary role being to enhance revenue generation for Chicago Title (714) 814-8458 and the FNF Family of Companies. With over 30 years in the Title industry, he enjoys the blend of dealing with Real Estate Law, Lending, Development, Escrow, and all aspects of real estate transactions. lcapel@ctt.com A positive, yet persistent leader - Lance interfaces with the operations 4911 Birch Street needed to help with the overall client experience. Chicago Title has a 0 Newport Beach, CA 92660 rich tradition as being the Industry Standard for handling commercial transactions. "I enjoy being part of an experienced team of professionals to provide transactional expertise to our clients." He enjoys working directly with prospects and clients, and embraces the challenge in assisting the sales staff in growing their business. Lance studied at California State University Fresno and San Bernardino, earning his BA in Business Administration and Management. He is a member of the Commercial Real Estate Development Association (NAIOP), and International Council of Shopping Centers (ICSC). Lance is also involved with coaching youth soccer and baseball in Laguna Niguel. A family and outdoorsman, Lance lives in San Juan Capistrano with his wife Kelli, and four sons: Lance, Zachary, Trent, and Lincoln. 1J CHICAGO TITLE NATIONAL COMMERCIAL SERVICES Oa Chicago Title, All Rights Reserved With over decade of title and escrow experience, Giancarlo Spolidoro serves as Vice President and Commercial Counsel for Chicago Title's National Commercial Services division. Giancarlo provides underwriting and legal support to one of our National Business Units. and works closely with the team to ensure transactions are closed efficiently, smoothly, and on time. Giancarlo completed his undergraduate degree at USC, and went on to earn his JD from UC Hastings. He is an active member of the California Bar Association and the American Land Title Association, where he sits on the Title Counsel Committee, He attributes his success to his ability to explain complex underwriting issues and discuss potentially difficult legal issues with clients. His calm demeanor in pressure -filled situations and honest communication skills allow him to smoothly process and handle coverage requests from clients of all sizes and sophistication levels. Originally from the Say Area, Giancarlo was raised in Las Vegas but has lived in Southern California for over 20 years. He is an avid sports fan who loves to cook, and resides in Orange County with his wife and young child. J Contact GIANCARLO Today! 4D (213) 488-4354 49 giancario.spolidoro@ctt.com r 0 725 S. Figueroa St. Suite 200 Los Angeles, CA 90017 CHICAGO TITLE NATIONAL COMMERCIAL SERVICES 0 Chicago Title, All Rights Reserved CHICAGO TITLE John Balassi - Bio Senior Title Officer John Balassi has been with Chicago Title Company since 1988. Beginning his career at an entry-level capacity, John's training, education, and years of experience have allowed him to excel in several key positions of title production and underwriting. For a title officer, the ability to communicate effectively with transaction principals and other industry professionals is a critical component to a successful transaction closing. Often described by his clients as calm, courteous and focused, John prides himself on his communication skills as well as the strong work ethic developed from his previous positions within the title industry. He cares deeply about his client's success and Chicago Title's reputation as an industry leader. He is dedicated to providing the highest quality customer experience for each and every transaction he touches and policy issued. John is a Southern California native. He is married with four children. He enjoys spending time with his wife, family, and friends and he's a regular volunteer with his local Red Cross chapter. Some of John's favorite hobbies include cooking, gardening and his pet golden retrievers. He's also an avid fan of ice hockey and college athletics. John Balassi Commercial Escrow Officer Commercial/Industrial National Division Chicago Title Company 4210 Riverwalk Parkway, Suite #100 Riverside, CA 92505 Phone (951) 710-5903 E-Mail: SalassiJ@ctt.com k, n%x1 RN Pam Fry is a Senior Escrow Officer at Chicago Title Insurance Company and is responsible for preparing required paperwork and obtaining necessary items to complete a transaction. She currently specializes in commercial real estate transaction but has spent the majority of her years in escrow doing residential sates and refinances." Pam has been in the titlelescrow business for 35 years. She started as a messenger at her mom's escrow company and then quickly grew from there. When working with clients her number one goal is to make them feel comfortable and confident. Her work ethic, integrity and commitment to clients makes her successful in the industry and she is always willing to go above and beyond to exceed expectations. J Contact PAM FRY Today". 19 (909) 941-6494 19 pam.fry@ctt.com O9090 Millil<en Ave., Suite 100 Rancho Cucamonga, CA 91730 CHICAGO TITLE NATIONAL COMMERCIAL SERVICES O Chicago Title, All Rights Reserved N "RI N y C U o jU o iu o E OL E 0 U � C CD KS CD N N d w V (D U) E O N if co L U _o -I--# cu N .lz (u CD L- 0 0 0) cu U U Understanding of Need Chicago Title is expecting to complete all the preliminary title reports and address the title issues necessary within the projected time frame and within the projected budget allocation. We are committed to meet as needed to review our performance on title and escrow issues. Our Operations Manager and Project Manager will be available to address any quality control issues with staffing or workflow. Our Underwriting Counsel is available as needed to give you the personal attention that your projects deserve. Experience & Qualifications: Real estate transactions involving government ownership require specialized legal knowledge and processes. We have the experience and expertise to ensure regulatory and legal compliance in all government real estate transactions. Chicago Title is currently working with many public agencies which indicates that we have the project and management skills to deliver the required projects on time and within budget. The title team assigned to perform these services is currently working with other public entities in performing similar services. We are currently contracted with the City of Long Beach, City of Los Angeles, City of Pasadena, County of Los Angeles, City of Anaheim, County of San Diego, LADWP, tAUSD, MTA, LACDC, HDIC, CRA, Department of Transportation and the U.S. Navy. Title Services; Assist in the resolution of issues affecting title to properties. Assist in determining the appropriate amount of title insurance coverage for properties acquired by purchase or without financial consideration (i.e., conveyance of property and/or dedication). Verify that the property address, plat map and legal description all match. Record grant deeds, certificates of acceptance, memoranda of agreements, and other related documents, with the Orange County Clerk -Recorder Preliminary Title Reports: Provide the Preliminary title reports with hyperlinked copies of underlying exceptions and exclusion documents. Preliminary reports shall show ownership of specific land parcel along with the current taxes, bonds, liens, judgements, deeds of trust, Mello Roos, CC&R's, mechanic liens, tax liens, easements, deeds and legal descriptions. Plotted color coded easement will be provided as requested. Metes & Bounds legal descriptions or 900 parcels: Government parcels that require additional research time would need to be preapproved and based on the hourly rates, the scope of which will be agreed to in writing between the City & Proposer. Litigation Guaranty; Provide litigation guarantee with hyperlinked documents. Providing assurances concerning (1) a statement of the present condition of record title to the estate or interest which is the subject of the Guarantee, setting forth the record owner and all record defects in or liens or encumbrances on such title; and (2) a listing of all persons who, according to the public records, would be necessary and proper defendants in the action in order to accomplish its intended purpose, as determined by inquiry and discussion with the attorney_ The required information needed in preparation and issuance of the litigation guaranty: Liability Amount, Purpose (condemn, foreclose, quiet title, etc.), Name of Insured, Name of Attorney. Title Insurance Policy: Insuring ownership of the property, access if the property abuts upon an open, public, dedicated street. That there are no forgeries or failed conveyances in the chain of title. The insured has a marketable interest in the real property and against unrecorded mechanic liens, assessments, encumbrances, encroachments, easements, mining claims, patent reservations, conflicts of boundary lines, shortages in area, access to and from the land and other visible matters. Title Engirteering: Assist in the development of the legal descriptions for the public and private properties, easements, right of ways and other encumbrances. Chicago Title provides mapping and engineering services for plotting of easements, preparation and review of legal descriptions, partial take descriptions, researching boundary and access problems, reviewing AL.TA Survey off record matters, checking parcel maps and track maps for insurability, and providing color coded copies of plotted easements. Escrow Services: When requested, Chicago Title Company will provide escrow services based on instruction from all parties involved, on any title order held by Chicago Title Company. These services will be pursuant to written instructions and will include, but are not limited to, acceptance of documents and funds for use in the respective escrow, disseminating documents for signature from the parties, accepting demands, recording documents, disbursements of funds and furnishing closing statements to seller and the City. Chain of Title: A chronological list of documents comprising of the Record History of Title to a specific parcel of real property. _Customer Service/Online System Access: Provide other related information and documents of record concerning title to properties, such as vesting deeds, parcel maps/tract maps, and any restrictions on land use. Property Profiles — conveyance deeds, ownership and property data and copies of documents at no charge. The City will have access to Chicago Title Advantage website for obtaining ownership and property data at no cost to the customer at www.chicagotitleadvantage.com Relevant Project Experience Here is a list of current and past similar projects, Chicago Title has provided title and escrow services for. Los Angeles Unified School District Cimone Watson Facilities Contracts- Professional Services and Goods 333 S. Beaudry Ave. 22nd Floor Los Angeles, CA 90017 Phone: 213-241-1112 RFP: R-19007 Real Estate Title and Escrow Services Contract No. 1990006/4400007202 Term: March 1, 2019 through February 28, 2020 As needed basis, furnish Preliminary Title Reports including underline documents, Litigation Guaranties for potential right of way parcels, policies of title insurance, record documents, record maps. Los Angeles Department of Water and Power Sandra Wallace Contract Administrator 111 North Hope Street, Room L43 Los Angeles, CA 90012 Phone: 213-367-0797 Email: Sand ra.WaIlace lades .com Bid No. 90501 -- Title and Escrow Services Term: 2/11/20 to 2/10/21 To furnish complete title services on an as- needed basis for the potential real property purchased related to Segment A and Haskell Switching Station of the Barren Ridge- Castaic Transmission project and other ongoing or future real property projects within the contract period. Both of these locations are in Kern and Los Angeles Counties. Caltrans -Department of Transportation - San Diego Tya Haylock Associate Right of Way Agent 4050 Taylor St., MS-310 San Diego, CA 92110 Phone: 619-688-6935 Contract No. 11A2408 Title and Escrow Services Term: May 6, 2016 through May 5, 2021 Multiple -Provider: furnish Preliminary Title Reports including underline documents, Litigation Guaranties for potential right of way parcels, policies of title insurance, record documents, record maps County of Los Angeles Roger Hernandez Chief Executive Office — Real Estate 320 W. Temple St., VO Floor Los Angeles, CA 90012 Telephone: (213) 974-4208 Email: rhernandez@ceo,laCOLinty.gov Term: 914120 to 9I4121 -- One year term Project Name: Delegated Authority Agreement Contract Number: AO-20-021 As -Needed Real Estate Land Title Services and Escrow Services. Title reports, escrow, preparation of documents, issuance of title insurance policies, Litigation Guarantees, chains of title, copies of recorded documents, miscellaneous title information. City of Long Beach Mary Torres Purchasing Division 333 W_ Ocean Blvd. Plaza Level. Long Beach, CA 90802 Phone: 562-570-6846 Email: Mary.Torres@Iongbeach.gov Contract No. PW-14-013 Real Estate Title and Escrow Services Term: October 17, 2018, with two year option to extend. REFERENCES County of San Diego Helmer Rodriguez Phone: 858-495-5813 Email: Helmer.Rodriquez@sdcounty.ca.gov Contract No. 556920 Title and Escrow Services, RFB 8425 Term: January 1, 2018 through December 31, 2022 Description: furnish Preliminary Title Reports including underline documents, Litigation Guaranties for potential right of way parcels, policies of title insurance, record documents, record maps, and escrow services. City of Los Angeles Jacqueline Mendez, Contract Administrator Department of General Services Phone: 213-922-8547 Email: ,Jacguel_ine,Mendez@lacity.org Agreement No. C-127647 Title and Escrow Services Term: June 15, 2016 through June 15, 2021 Description: To furnish preliminary title reports, Litigation Guaranties, ownership information, Policies of title insurance City of Anaheim Cesar Carrillo 300 S. Anaheim Blvd_, Ste. 276 Anaheim, CA 92805 Phone: 714-765-5176 Contract Agreement #11622 - Title Report and Escrow Services Term: 3 years — from July 16t', 2019 to July 16, 2022 Description: to provide Title and escrow services on an "on -call" services SCONE OF SERVICES AND SCHED_ ULE Chicago Title uses the company owned Property Insight for the Title Plant data and documents and provides title reports in a fully hyperlinked electronic in Word format. Chicago Title also provides litigation guarantees, Chain of Title reports, deed restrictions, liens, and all encumbrances. The Chicago Title Engineer will review all of the legal descriptions for accuracy in the title commitments as compared with the vesting documents. Non-insured Reports/ Informational Title Reports: Preliminary title reports, including new title reports, amendments to existing title reports and copies of underlying exceptions and exclusion documents will be delivered in electronic format with hyperlinked documents. Preliminary reports shall show ownership of specific land parcel along with the current taxes, bonds, liens, judgements, deeds of trust, Mello Roos, CC&R's, mechanic liens, tax liens, easements, deeds and legal descriptions. Plotted easement will be provided as requested. Work Plan: Within 5 to 7 businesses day based on lot & tract legal descriptions Title Insurance Policy: Insuring ownership of the property, access if the property abuts upon an open, public, dedicated street. That there are no forgeries or failed conveyances in the chain of title_ The insured has a marketable interest in the real property and against unrecorded mechanic liens, assessments, encumbrances, encroachments, easements, mining claims, patent reservations, conflicts of boundary lines, shortages in area, access to and from the land and other visible matters. Work Plan: 10 business days after closing Litigation Guaranty: Provides assurances concerning (1) a statement of the present condition of record title to the estate or interest which is the subject of the Guarantee, setting forth the record owner and all record defects in or liens or encumbrances on such title; and (2) a listing of all persons who, according to the public records, would be necessary and proper defendants in the action in order to accomplish its intended purpose, as determined by inquiry and discussion with the attorney. The required information needed in preparation and issuance of the litigation guaranty: Liability Amount, Purpose (condemn, foreclose, quiet title, etc.), Name of Insured, Name of Attorney. Work Plan: 7 business day based on lot & tract description Chain of Title: A chronological list of documents comprising of the Record History of Title to a specific parcel of real property. Work Plan: 5 to 7 days based on lot & tract descriptions Customer Service/Online System Access: Provide other related information and documents of record concerning title to properties, such as vesting deeds, parcel maps/tract maps, and any restrictions on land use. Property Profiles — conveyance deeds, ownership and property data and copies of documents at no charge. City of Irvine will have access to Chicago Title Advantage website for obtaining ownership and property data at no cost to the customer at www.chi ca otitleadvanta e.com Work Plan: 24 hours, based on lot & tract legal descriptions Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof; or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: he n Affidavit is part of the Proposal Signing this Proposal on the signature po _of shal also constitute ignature of this Non -collusion Affidavit BIDDERS are cautioned that ng a see onethier`a rc�ninal prosecution. Signed State of Cal County of_ Subscribed and sworn to (or affirmed) before me on this day of , 20, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before one. see Cikma VCR Notary Public Signature Notary Public Seal City of Santa Ana RFP Page A3-1 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 *See Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No, 1 Signature of Document Signer No, 2 (if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, State of California County of Los Angeles +, A TIMOTHY STEVEN GOME2 Notary Pubdc - California z = F' Los Angeles County Commis;ion 1/2179471 My Comm. Expires Jan 13, 2021 Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this 1y day of , 20 Za by Date Month Year (,) CI�e1ry i Ane 7- (and (2) b ), Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the petsZw"9-7 before me. Signature Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: N0C�- CAti%vsi0+r► L gve-e TnC* Document Date: Eck- 14 ` 2020 Number of Pages: Y-�, Signer(s) Other Than Named Above: 02014 National Notary Association • www.Nationa[Notary.org - 1-800-US NOTARY (1-800-876-6827) Item #5910 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm 011 Signed and Printed Name: Title Date City of Santa Ana RFP Page A3-2 Appendix ATTACHMENT 3 3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: L The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RPP Page AM by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section^bject to all the penalties imposed for a violation of the Chapter. Signed: Title: \�"� Vt 6 Firm: Date: g I I y 1 Z City of Santa Ana Ri=P Page A3-4 EXHIBIT C REQUEST FOR PROPOSAL (RFP) ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 20-123 CITY OF SANTA ANA CHICAGO TITLE COMPANY FEE SCHEDULE SUBMITTED BY: CHICAGO TITLE COMPANY 725 S. FIGUEROA ST. 21411 FLOOR LOS ANGELES, CA 90017 ATTN: CHERYL YANEZ PHONE: 213-488-4315 EMAIL: CHERYL.YANEZ@CTT.COM FEE SCHEDULE The Contractor offers to perform the work described in the Statement of Work for the following prices. The hourly rates the Contractor provides on this form shall be used throughout the contract term. The Proposer's rates shall include all administrative costs, supervision, labor, materials, transportation, taxes, equipment and supplies unless stated otherwise. Land Title Services Pricing Schedule Task Classification Unit Rate (hr.) or Lump Sum a. Principal $100.00 b. Manager $75.00 C. Administrative Support $25.00 d. Title Supervisor $50.00 e. Senior Title Agent $50.00 $500.00 Residential Preliminary Title Report — Based on If Lot & Tract Legal Descriptions 1 $500.00 Comm., Industry, additional research would require Utility rea rovai $No Charge Residential g. Pro -Forma Title Report $No Charge Comm., Industry, Utility Residential Ex. $1,000,000. value $700.00 base plus $4 per thousand h. Escrow — Based pm CA Dept. of Minimum $800 Commercial Insurance Rate Schedule $2.25 per thousand {ex. $500,000 value Escrow fee = $1,125.00 Title Insurance — Based on $1,998.00 ALTA Policy i. $500,000.00 value 1 CA Dept. of Ins. $1,665,00 CLTA Policy Rate Schedule Additional Title Endorsements j. Available — Based on CA Dept. of $300.00 Ins. Rate Schedule Additional Charges for specific k. Scope of Services items shown on See below the following page Scope of Services A. General All work shall comply with pertinent Federal, State, City, and County guidelines, policies, and procedures. The services to be provided by the Consultant may include the following tasks: B. Land Title Services 1. Title Reports + All research necessary to the preparation of Title Reports. • Provide copies (readable) of all documents shown or considered in the Title Reports and Guarantees, including tax roils. • Title Report in a form acceptable to City of Santa Ana 2.. Preparation of documents to include: • Easement Deeds • Deeds and Quitclaim Deeds • Subordination Agreements • Others • All documents shall utilize the form provided by the City of Santa Ana Cost: $100.00 per document C. Preparation and issuance of Title Insurance policies. D. Litigation Guarantees. Cost: $1,665.00 -- Based on CA Dept. of Insurance Rate Schedule _ E. Chains of Title Guarantee Cost: $250.00 Plus $10 per document F. Miscellaneous Title Information. G. Provide copies of recorded documents. Cost: $no charge - per document CHICAGO TITLE INSURANCE COMPANY TITLE INSURANCE RATES AND CHARGES FOR THE STATE OF CALIFORNIA m EFFECTIVE: April 1, 2019 (Unless otherwise noted herein) CHICAGO TITLE INSURANCE COMPANY Part 1 Residential Property 1-4 Family Unit Residential Properties including individual Vacant Lots which will be used for 1-4 Residential Purposes Title Insurance This part contains pricing for owner's fee and lesser estates, lenders, and leasehold interests. Includes pricing for title services for all 1-4 family property except that which qualifies under any other "Part" within this Schedule of Fees and Charges. Commercial Short Term Rate is not applicable. 17 State of California Effective: July 27, 2016 CHICAGO TITLE INSURANCE COMPANY Residential Property 1-4 Family Unit Residential Properties including Individual Vacant Lots which will be used for 1.4 Residential Purposes Insurance Rate Table "R" without escrow services Amount of Insurance Residential Owners Rate Lender's Concurrent Rate Amount of Insurance Residential Owners Rate Lender's Concurrent Rate Up to and including $30,000 $400 $334 $560,001-560,000 $1,537 $984 $30,001-40000 $400 $369 $560,001-570,000 $1552 $994 $40,001-50 000 $400 $394 $570,001-580,000 $1,568 $1,004 $50,001-60 000 $495 $405 $580,001-590,000 $1,584 $1,014 $60,001-70,000 $530 $416 $590,001-6D0,000 $1,600 $1,024 $70 001-80,000 $567 $427 $600,001-610 000 $1,612 $1 034 $80,001-90,000 $602 $438 $610,001-620,000 $1,627 $1,044 $90,001-100,000 $644 $449 $620001-630,000 $1,643 $1,054 $100,001-110,000 $667 $459 $630,001-640,000 $1,659 $1,064 $110,001-120 000 $690 $469 $640,001-650,000 $1,675 $1 074 $120,001-130000 $714 $479 $650,001-660,000 $1,691 $1,084 $130,001-140 000 $737 $489 $660,001-670 000 $1,707 $1,094 $140 001-150 000 $760 $499 $670,001-680 000 $1,722 $1,104 $150001-160000 $783 $609 $680.001-690,000 $1738 1111$1,114 $160,001-170 000 $806 $519 $690 001-700,000 $1 754 $1 124 $170001-180,000 $830 $528 $700,001-710,000 $1,766 $1,134 $180 001-190,000 $852 $539 $710,001-720,000 $1,782 $1,144 $190,001200 000 $885 $549 $720 001-730 000 $1 797 $1,154 $200,001 210,000 $900 $559 $730,001-740 000 $1 813 $1 164 $210,001 220,000 $923 $569 $740 001-760 000 $1 829 $1 174 $220,001 230,000 $945 $579 $750 001-760,000 $1 845 $1 184 $230,007 240,000 $968 $589 $760,001-770,000 $1,861 $1,194 $240 001-250,000 $990 $601 $770,001-780,000 $1 877 $1,204 $250,001-260,000 $1,012 $612 $780,001-790 000 $1 892 $1,214 $260,001-270,000 $1,035 $623 $790,001-800,000 $1908 $1,224 $270 001-280 000 $1,057 $635 $800,001-810,000 $1,934 $1,234 $280,001-290000 $1,080 $646 $810,001-820.000 $1,950 $1,244 $290,001-300,000 $1,102 $657 $820,001-830,000 $1,965 $1,254 $300,001-310,000 $1,103 $670 $830,001-840,000 $1,982 $1,264 $310001-320,000 $1,120 $684 $840,001-850000 $1,997 $1,274 $320,001-330000 $1,137 $697 $850,001-860,000 $2,012 $1,281 $330,001-340,000 $1,154 $711 $860,001-870,000 $2,027 $1,286 $340,001-350,000 $1,171 $724 $870,001-880,000 $2 042 $1,295 $350,001-360 000 $1,188 $737 $880,001-890,000 $2,058 $1,302 $360001-370,000 $1,205 $751 $890,001-900,000 $2,073 $1,309 $370,001-380 000 $1,223 $764 $900,001-910,000 $2,092 $1,316 $380,001-390.000 $1,240 $777 $910,001-920,000 $2,107 $1,323 $390001-400 000 $1,257 $790 $920401-930 000 $2,122 $1,330 $400001-410,000 $1294 $804 $930,001-940,000 $2137 $1,337 $410,001-420000 $1,310 $818 $940 001-950,000 $2153 $1 344 $420 001-430,000 $1 327 $831 $950 001-964 000 $2,168 $1 351 $430 001-440,000 $1 344 $844 $960,001-970000 $2183 $1 358 $440 001-450 000 $1361 $858 $970,001-980,000 $2,198 $1,365 $450,001-460 000 $1 378 $871 $980,001-990,000 $2,213 $1,372 $460,001-470,000 $1,395 $884 $990,001-1,000,000 $2,229 $1,379 $470,001480000 $1,412 $898 $1,000,001-1,010,000 $2,241 $1,384 $480001-490000 $1,429 $911 $1,010,001-1.020,000 $2,253 $1,389 $490001-500,000 $1,446 $924 $1,020,001-1,030,000 $2,265 $1,394 $500,001-510,000 $1,457 $934 $1,030,001-1,040,000 $2,277 $1,399 $510,001-520,000 $1,473 $944 $1040,001-1,050,000 $2,289 $1 404 $520,001-530,000 $1,489 $954 $1,050,001-1,060,000 $2,301 $1,409 $530,001-540,000 $1,505 $964 $1,060,001-1,070,000 $2,313 $1,414 $540,001-55p,000 $1,521 $974 18 State of Callfomia Effective: May 23, 2018 CHICAGO TITLE INSURANCE COMPANY Amount of Insurance Residential Owners Rate Lender's Concurrent Rate Amount of Insurance Residential Owners Rate Lender's Concurrent Rate $1,070.001-1.080000 $2,325 $1419 $1,600,001-1,610,000 $2931 $1,673 $1,080.001-1090,000 $2,337 $1424 $1,610,001-1,620,000 $2932 $1,677 $1,090,001-1,100,000 $2,349 $1,429 $1,620 001-1 630 000 $2,943 $1,681 $1,100,001-1,110,000 $2,361 $1,434 $1,630001-1,640,000 $2,954 $1685 $1,110,001-1,120,000 $2,373 $1,439 $1,640001-1,650000 $2,%6 $1689 $1 120 001-1,130,000 $2,385 $1.444 $1 650,001-1,660,000 $2,977 $1,693 $1,130,001-1,140,ODO $2,397 $1,449 $1,660,001-1,670,000 $2,988 $1,697 $1,140,001-1,150000 $2,409 $1,454 $1,670,001-1,680000 $3,000 $1,701 $1,150 001-1,160,DOO $2,421 $1 459 $100 001-1,690 000 $3,011 $1,705 $1,160,001-1170,000 $2433 $1,464 $1,690,001-1,700,ODO $3022 $1.709 $1 170,001-1,180 000 $2 445 $1,469 $1,700 001-1 710 000 $3 027 $1 713 $1.180,001-1,190000 $2,457 $1,474 $1,710,001-1,720,000 $3,039 $1717 $1190,001-1200,000 $2469 $1,479 $1,720,001-1,730,000 $3,049 $1721 $1,200,001-1,210000 $2,481 1 $1 484 $1,730,001-1,740,000 $3,061 $1,725 $1,210001-1,220,000 $2,493 $1,489 $1,740,001-1750000 $3,073 $1,729 $1,220001-1,230000 $2,595 $1,494 $1,750,001-1,760,000 $3084 $1,733 $1,230,001-1,240,000 $2,517 $1499 $1,760,001-1,770,000 $3,095 $1,737 $1,240001-1,250000 $2,529 $1,504 $1,770.001-1,780,000 $3,106 $1,741 $1,250001-1260,000 $2,541 $1,509 $1,780,001-1,790.000 $3,117 $1,745 $1,260,001-1,270 000 $2,553 1 $1.514 $1,790,001-1,800,000 $3,128 $1,749 $L2-70,001-1,280,000 $2,566 $1,519 $1 80D 001-1,810 000 $3144 $1 753 $1 280 001-1 290,000 $2 577 $1,524 $1,810,001-1,820,000 $3,155 $1 757 $1 290,001-1,300,000 $2,589 $1 529 $1,820,001-1 930 000 $3166 $1,761 $1,300001-1,310,000 $2,601 $1,534 $1,830001-1,840,000 $3177 $1765 $1,310,001-1,320,000 $2,613 $1,539 $1,840,001-1850,000 $3188 $1769 $1,320,001-1,330000 $2,625 $1,544 1 $1,850,001-1,860,000 $3199 $1773 $1,330,001-1,340,000 $2,637 $1,549 $1 860,001-1,870,000 $3 211 $1,777 $1 340 001-1 350 000 $2,649 $1,554 $1,870,001-1 880 OOO $3 222 $1 781 $1,350,001-1 36O 000 $2,661 $1,559 $1 880 001-1 890 000 $3 233 $1 785 $1,360001-1,370,000 $2,673 $1,564 1,890,001-1900,000 $3,244 $1,789 $1,370,001-1.380,000 $2 685 $1 569 $1.900,001-1 910,000 $3,259 $1,793 $1 380 001-1,390 000 $2,697 $1 574 $1,910,001-1 920 000 $3,271 $1 797 $1,390001-1,400,000 $2,709 $1.579 $1,920,001-1,930 000 $3 282 $1,801 $1,400,001-1,410,000 $2,721 $1,584 $1930,001-1,940,000 $3,293 $1,805 $1 410,001-1,420,000 $2 733 $1,589 $1 940 001-1 950,000 $3,304 $1,809 $1 420 001-1,430,000 $2,745 $1,594 $1,950,001-1,960,000 $3.315 $1,813 $1,430,001-1,440,000 $2,757 $1,599 $1,960,001-1970,000 $3,326 $1817 $1,440,001-1,450,004 $2,769 $1,604 $1,970.001-1,980000 $3,338 $1,821 $1,450,001-1460,000 $2,781 $1,609 $1980,001-1,990,000 $3,349 $1,825 $1,460,001-1,470,000 $2,793 $1,614 $1990,001-2,000,000 $3,360 $1,829 $1,470,001-1,480,000 $2,805 $1,619 $2,ODO,001-2,010 000 $3,366 $1 834 $1,480,001-1,490,000 $2 817 $1,624 $2,010,0012,020,000 $3 372 $1,839 $1,490,001-1,500,0OD $2,829 $1,629 $2,020,0012,030000 $3,378 $1,844 $1 500 001-1 510,DDO $2 834 $1 633 $2,030,001 2,040,000 $3 384 $1,849 $1,510001-1,520 000 $2 835 $1,637 $2,040,001-2 050,000 $3 390 $1 854 $1 520,001-1 530,000 $2 846 $1,641 $2,050,001-2,060,000 $3,396 $1,859 $1,530,001-1,540,000 $2,858 $1,645 $2,D60001-2,070,000 $3402 $1,864 $1 540,001-1 550,000 $2,869 $1,649 $2,070 0012 080 000 $3,408 $1,869 $1,550001-1,560,000 $2,880 $1,653 $2,080,001-2,090,000 $3,414 $1,874 $1,560,001-157D000 $2,891 $1,657 $2,090001-2100,000 $3,420 $1 879 $1,570,001-1,580,000 $2,903 $1,661 1 $2,100,001-2,110,000 1 $3,426 1 $1,884 $1 580 001-i 590,000 $2,914 $1,665 1 $2,110,001-2,120 000 J $3,432 $1,889 $1,590,001-1,600,000 1 $2.925 1$1,669, 1 $2,120,001-2,130000 1 $3438 $1,894 19 State of California Effective: May 23, 2018 CHICAGO TITLE INSURANCE COMPANY Amount of Insurance Residential Owners Rate Lender's Concurrent Rate Amount of Insurance Residential Owners Rate Lender's Concurrent Rate $2,130 001-2 140,000 $3,444 $1,899 $2 570 001-2,580 000 $3 708 $2,119 $2 14d 001-2 150 000 $3,450 $1,904 $2,680,001-2 590 000 $3 714 $2,124 $2,150,001-2,160,000 $3.456 $1,909 $2590,001-2,600000 $3,720 $2129 $2,160 001-2,170.000 $3,462 $1,914 $2,600 001-2,510 000 $3 726 $2 134 $2 170,001-2,180 000 $3 468 $1,919 $2,610001-2 620,000 $3 732 $2 139 $2.180001-2,190000 $3,474 $1,924 $2,620,001-2,630,000 $3.738 $2144 $2190 0012 200,000 $3 480 $1,929 $2,630,001 2,640,000 $3,744 $2,149 $2,200 001-2 210 000 $3,486 $1,934 $2,640,001-2,650,000 $3,750 $2 154 $2 210,D012 220,000 $3,492 $1,939 $2,650,001-2,660 000 $3,756 $2 159 $2 220 001-2 230 000 $3,498 $1,944 $2 660,001-2,670,000 $3,762 $2 164 $2 230,001 2,240 000 $3 504 $1,949 $2,670,001-2,680,000 $3,768 $2,169 $2 240.001-2,25D 000 $3 510 $1,954 $2,680,001-2,690,000 $3,774 $2,174 $2 250,001-2,260 000 $3,516 $1 959 $2,690,001 2 700,000 $3,780 $2,179 $2 260 001-2,270,000 $3,522 $1,964 $2 700,001 2,710,000 $3 786 $2,184 $2 270 0012 280 000 $3,528 $1,969 $2 710,001 2,720,000 $3,792 $2,189 $2 280 001 2,290,000 $3 534 $1,974 $2,720,001-2,730,000 $3,798 $2,194 $2 290,001 2 300 000 $3,540 $1,979 $2,730,001-2,740,000 $3,804 $2,199 $2 300,001 2 310,000 $3 546 $1,984 $2,740,0012,750 000 $3,810 $2,204 $2 310,001 2,320,000 $3,552 $1,989 $2,750,001-2,700,000 $3,816 $2,209 $2,320,001 2,330,000 $3,558 $1,994 $2,760,001-2,770 000 $3,822 $2 214 $2,330 0012,340,000 $3 564 $1,999 $2,770,001-2,780,000 $3,828 $2,219 $2 340,001-2,350 000 $3,570 $2,004 $2,780,001-2,790,000 $3,834 $2,224 $2,350 001-2,360,000 $3,576 $2,009 $2,790,0012,800,DD0 $3,840 $2,229 $2,360001-2 370,000 $3,582 $2 014 $2 800,001-2 810,000 $3 846 $2 234 $2,370 001-2,380,000 $3,588 $2,019 $2,810,001-2,820000 $3,852 $2 239 $2,380,001-2 390,000 $3,594 $2,024 $2,820,001-2,830,000 $3,858 $2 244 $2 390,001-2 400,000 $3,600 $2,029 $2,830,001-2,840,000 $3,864 $2 249 $2,400 001-2 410,000 $3,606 $2 034 $2,840,001-2,850,000 $3,870 $2 254 $2,410 0012 420,000 $3,612 $2,039 $2,850,001-2,860,000 $3,876 $2,259 $2 420 001-2,430,000 $3,618 $2,044 $2,860 001-2 870 000 $3 882 $2 264 $2 430 001-2 440,000 $3 624 $2,049 $2 670,001-2,880,000 $3 888 $2,269 $2 440 001-2 450,000 $3,630 $2 054 $2 880,001-2 890,000 $3,894 $2,274 $2 450 001-2 460 000 $3,636 $2 059 $2,890 001-2,900,000 $3,900 $2,279 $2,460,0012 470 000 $3,642 $2,064 $2,900,001-2,910 000 $3,906 $2,284 $2,470 001-2,480,000 $3 648 $2 069 $2,910,001-2 920 000 $3 912 $2,289 $2,480,001 2,490,000 $3,654 $2,074 $2 920,001-2,930,000 $3,918 $2,294 $2,490,001-2,500 000 $3,660 $2 079 $2,934,001-2,940,000 $3,924 $2 299 $2,500,001-2,510,000 $3,666 $2,084 $2,940,001-2,950 000 $3 930 $2,304 $2 510 001-2 520,000 $3,672 $2,089 $2,950 001-2 960,000 $3,936 $2,309 $2,520 001 2,530,000 $3,678 $2,094 $2,960,001-2,97D 000 $3,942 $2,314 $2,530 001-2,540,000 $3,684 $2,099 $2,970 001-2 98.0,000 $3,948 $2 319 $2,540,0012,650,000 $3,690 $2,104 $2,980001-2,990000 $3,954 $2,324 $2,550,0012,560,000 $3,696 $2,109 $2,990001-3,000,000 $3,960 $2329 $2,560,0012,570,000 $3,702 $2,114 Amount of Insurance Residential Owners Rabe Lender's Concurrent Rate Over $3,000,000 1 Add $5.00 per $10,000 $3,960 1 Add $4.00 per $10,000 1 $2,329 19a State of California Effective., May 23, 2018 CHICAGO TITLE INSURANCE COMPANY Part 2 Cornmerciallindustrial Property Title Insurance This part contains pricing for owner's fee and lesser estates, lenders, and leasehold interests. See Major Projects/Planned Projects for additional pricing options. Includes pricing for title services for all property not covered under other Parts of this manual. 33 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY PART 2 STATEWIDE INSURANCE RATE TABLE C FOR COMMERCIALIINDUSTRIAL TITLE INSURANCE Without Escrow Services Amount of Insurance Base Rate Lender's Amount of Insurance Base Rate Lender's (Owner's) Concurrent Rate (Owner's) Concurrent Rate Up to and ind - uding $30,000 $396 $285 $165,001-170,000 $870 $365 $30,001-35,000 $418 $285 $170,001-175 000 $884 $370 $35,001-40 000 $418 $285 $175 001-180,000 $899 $375 $40 001-45,000 $462 $285 $180,001-185 000 $913 $380 $45,001-50,000 $462 $285 $185,001-190 000 $928 $385 $50001-55,000 $472 $285 $190,001-195,000 $943 $390 $55,001-60,000 $494 $285 $195,001-200,000 $957 $395 $60,001-65,000 $516 $285 $200,001-205,000 $971 $400 $65 001-70,000 $538 $285 $205,001-210,000 $986 $405 $70,001-75 000 $560 $285 $210,001-215,000 $1,000 $410 $75,001-80,000 $582 $285 $215,001-220'000 $1,014 $415 $80,001-85,000 $604 $285 $220,001-225,000 $1,029 $420 $85 001-90.000 $626 $285 $225,001-230,000 $1043 $425 $90,001-95,000 $648 $285 $230,001-235,000 $1,057 $430 $95,001-100,000 $667 $285 $235,001-240,000 $1,071 $435 $100,001-105,000 $681 $300 $240,001-245,000 $1,086 $440 $105,001-110,000 $695 $305 $245,001-250,000 $1,100 $445 $110,001-115,000 $711 $310 $250,001-265,000 $1,114 $450 $115,001-120,000 $725 $315 $255,001-260 000 $1,129 $455 $120,001-125,000 $739 $320 $260,001-265.000 $1,143 $460 $125,001-130,000 $754 $325 $265,001-270,000 $1,157 $465 $130,001-135,000 $768 $330 $270,001-275 000 $1,172 $470 $135,001-140,000 $783 $335 1275,001-280,000 $1,186 $475 $140,001-145,000 $798 $340 $280,001-285,000 $1 200 $480 $145,001-150,000 $812 $345 $285,001-290,000 $1,214 $485 $150,001-155,000 $826 $350 $290,001-295,000 $1,229 $490 $155,001-160,000 $840 $355 $295001-300N00 $1,243 $490 $160,001-165,000 $856 $364 For Each Additional $5,000 or fraction thereof above $300,000 Base Rate (Owners) Lender's Concurrent Rate Up to and including $500,000 Add $10.55 per $5,000 $1,665 Add $5.25 per $5,000 $700 Up to and including $850,000 Add $9.90 per $5,000 $2,358 Add $5.25 per $5,000 $1,067.50 Up to and including $1,000,000 Add $9.50 per $5,000 $2.643 Add $3.55 per $5,000 $1,174 Up to and including $1,500,000 Add $7.50 per $5,000 $3,393 Add $2.50 per $5,000 $1,424 Up to and including $2,000,000 Add $7.25 per $5,000 $4,118 Add $2.20 per $5,000 $1,644 Up to and including $2,500,000 Add $4.00 per $5,000 $4,618 Add $2.20 per $5,000 $1,864 Up to and including $3,000,000 Add $3.70 per $5,000 $4,888 Add $2.20 per $5,000 $2,084 Up to and including $4,000,000 Add $3.60 per $5,000 $5,608 Add $2.20 per $5,000 $2,524 Over $4,000,000 Add $3.70 per $5,004 Add $2.20 per $5,000 34 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 6 Guarantees and Miscellaneous Plant Services This part contains pricing for guarantees, plant services and miscellaneous services. 66 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 6 Guarantees General Rules 1. The charges in this Part are applicable to Guarantees with stipulated liabilities covering a particular estate, interest or service. Where multiple guarantees are issued, refer to General Rules, Section L. 2. The Commercial short Term Rate is not applicable to Guarantees. 3. All of the guarantees/Plant Services number 601-624, inclusive, will have a stated liability of $1,000, unless otherwise stated in the appropriate section, 4. If insurance is desired in excess of the stated liability as set forth herein, the charge for such increased liability shall be 15% of the insurance Rate Table C, (unless stated otherwise in any section) for the amount of insurance desired with no credit given for any "work charge" set forth in any numbered paragraph. 601 LITIGATION GUARANTEES - CLTA GUARANTEE FORM NO. 1 100% of Insurance Rate Table R, or C, based upon the value of the particular estate or interest involved. Minimum $500.00 NOTE: If issued for the Judicial Foreclosure of a deed of trust for which a TSG has been or will be concurrently issued the charge is $75.00. 601A LITIGATION GUARANTEES - CONTINUATION GUARANTEE Each continuation guarantee issued within a period of twenty-four (24) months of the original guarantee to cover the filing of a lis pendens: $100.00. NOTE: The provisions and charges under Section 504 and 504A are not applicable to Trustee's Sale or foreclosure Guarantees covering deeds of trust or mortgages. 602 PROCEEDING GUARANTEES (CERTIFICATE OF REGULARITY) Priced under Section 621. 603 CHAIN OF TITLE GUARANTEE - CLTA GUARANTEE FORM NO. 6 A guaranteed chain of title is issued only for specific purposes and limited period of time. 67 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 6 Guarantees and Miscellaneous Plant Services This part contains pricing for guarantees, plant services and miscellaneous services. 66 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 6 Guarantees General Rules 1. The charges in this Part are applicable to Guarantees with stipulated liabilities covering a particular estate, interest or service. Where multiple guarantees are issued, refer to General Rules, Section L. 2. The Commercial short Term Rate is not applicable to Guarantees. 3. All of the guarantees/Plant Services number 601--624, inclusive, will have a stated liability of $1,000, unless otherwise stated in the appropriate section. 4. If insurance is desired in excess of the stated liability as set forth herein, the charge for such increased liability shall be 15% of the insurance Rate Table C, (unless stated otherwise in any section) for the amount of insurance desired with no credit given for any "work charge" set forth in any numbered paragraph. 601 LITIGATION GUARANTEES - CLTA GUARANTEE FORM NO. 1 100% of Insurance Rate Table R, or C, based upon the value of the particular estate or interest involved. Minimum $500.00 NOTE: If issued for the Judicial Foreclosure of a deed of trust for which a TSG has been or will be concurrently issued the charge is $75.00. 601A LITIGATION GUARANTEES - CONTINUATION GUARANTEE Each continuation guarantee issued within a period of twenty-four (24) months of the original guarantee to cover the filing of a lis pendens: $100.00. NOTE: The provisions and charges under Section 504 and 504A are not applicable to Trustee's Sale or foreclosure Guarantees covering deeds of trust or mortgages. 602 PROCEEDING GUARANTEES (CERTIFICATE OF REGULARITY) Priced under Section 621. 603 CHAIN OF TITLE GUARANTEE - CLTA GUARANTEE FORM NO. 6 A guaranteed chain of title is issued only for specific purposes and limited period of time. 67 State of California Effective- August 22, 2018 CHICAGO TITLE INSURANCE COMPANY 1. Except under the limited conditions as provided for in 2 below, the charge shall be: $250.00 Basic Charge for each chain of title plus minimum $10.00 for each item reported. NOTE: If issued in conjunction with a preliminary title report, charge only for each item reported in addition to the charge for the title report. 2. A limited service for the benefit of a lender only, provided such is related to the issuance of a policy of title insurance based upon a full examination of title, the charge shall be: A. No additional charge where the chain of title is to cover the period of time not to exceed six (6) months prior to the date the loan is recorded. B. For chain of title covering the period of time not to exceed forty-five (45) days subsequent to the date of the issuance of the lenders insurance: $100.00. 604 JUDGMENT LIEN GUARANTEE - CLTA GUARANTEE FORM NO. 10 Per name (husband and wife considered one name): $250.00 minimum, plus $10.00 for each lien reported over two. 605 MECHANIC'S LIEN GUARANTEE - CLTA GUARANTEE FORM NO. 9 1. $250.00 minimum, plus $10.00 for each lien reported over two. 2. Insurance in excess of minimums: 20% of Insurance Rate Table R or C, as applicable for Owner's Insurance 10% of Insurance Rate Table R or C, as applicable for Lender's Insurance. 606 BANKRUPTCY GUARANTEE Priced under Section 621. 68 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 7 Endorsements This part contains endorsements to expand, modify or limit title coverage priced in Part 1 through Part 4. The percentage figures shown following each endorsement are to be interpreted to mean, unless otherwise stated, the percentage of the same insurance rate schedule that was used to price the policy to which the endorsement is to be attached. 74 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY Part 7.03 Endorsement Fees CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 100-06 Restrictions, Encroachments Lender: & Minerals (Lender) Extended NIC — Issued only at dates of policy 100.1 Restrictions, Encroachments Lender: & Minerals (Lender) Standard 20% 100.1 Modified Cal Vet Lender: Standard 20% 100.2-06 Restrictions, Encroachments Lender: (ALTA 9-06) & Minerals (Lender) Extended NIC 100.2.1-06 Restrictions, Encroachments Lender: (ALTA 9.3-06) & Minerals (Lender) Extended NIC 100.2.6-06 Private Rights - Loan Policy Lender (ALTA 9.6-06) Standard Min $1001 Max Lender $500 Extended 10% 100.2.7-06 Restrictions, Encroachments, Lender (ALTA 9.7-06) Minerals -Land Under Extended 10%, Min $100 I Development - Loan Policy Max $500 100.2.8-06 CC&R's — Land Under Owner (ALTA 9.8-06) Development - Owner's Policy Extended 10%, Min $1001 Max $500 100.2.9-06 Private Rights - Owner's Owner (ALTA 9.9-06) Policy Extended 10%, Min $100 / Max $500 100.2.10-06 Restrictions, Encroachments, Lender (ALTA 9.10-06) Minerals -Current Violations - Extended 10%, Min $1001 Loan Policy Max $500 100.4-06 Violation -Loan Policy Lender: Extended $25 Standard 10% 100.5-06 Violation (Owner) Owner: Extended $25 Standard 20% 100.6-06 Including Future Violations — Owner: (Owner) Extended $25 Standard 20% 76 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 100.7-06 Violation (Owner) Owner: Extended $25 Standard 20% 100.8-06 CC&R's Violations Owner: (Owner) Extended $25 Standard 20% 100.9-06 CC&R's Unimproved Land - Owner's (ALTA 9.1-06) Owner's Policy Extended 10%, Min $100, Max $500 100.10-06 CC&R's-improved land - Owner's (ALTA 9.2-06) Owner's Policy Extended 10%, Min. $100 Max. $500 100.12-06 CC&R's , Right of Reversion Owner: (ALTA Owner or Lender) Extended 10% Standard 10% Lender: Extended N/C Standard 10% 100.13-06 CC&R's Assessment Liens Owner: (Lender) Extended 10% Standard 10% Lender: Extended N/C Standard 10% 100.17-06 CC&R's, Proper Modification Owner: All 20% (Owner or Lender) Policies Lender: All 10% Policies 100.18-06 CC&R's, Right of Reversion Lender: All $50 (Owner or Lender) Policies Owner: All 10% Policies 100.19-06 CC&R's, Violations (Owner or Owner: Lender) Extended $25 Standard 20% Lender: Extended $25 Standard 10% 77 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 100.20-06 CC&R's, Violations (Owner or Owner: Lender) Extended $25 Standard 20% Lender: Extended $25 Standard 20% 100.21-06 CC&R's, Plans and Owner: Specifications (Lender) Extended N/C Standard 20% Lender: Extended N/C Standard 10% 100.23.06 Minerals, Surface Damage Lender: (Lender) Extended $25 100.24-06 Minerals, Surface Entry by Lender: 10% Lessee (Lender) Extended 100.25-06 Minerals, Surface Use Lender: (Lender) Extended 20% 100.26-06 Minerals, Present — Future Lender: Improvements (Lender) Extended 10% Standard 20% 100.27-06 CC&R's, Violation Lender: Extended 10% 100.28-06 CC&R's, Violation — Future Owner: Improvements (Owner or Extended 20% Lender) Standard 20% Lender: Extended 10% Standard 10% 100.29-06 Mineral Surface Damage Owner: (Owner or Lender) Standard 20% Max. $500 Extended 20% Max. $500 Lender: Standard 10% Max. $500 Extended $25 101 Mechanics' Liens — CLTA Lender: (Lender) Standard 10% 101.1-06 Mechanics' Liens (Owner) Owner: Extended 20% Standard (D.V.A. - 10%) 78 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 101.2-06 Mechanics' Liens, Notice of Lender: All 10% Completion (Lender) Policies 101.3-06 Mechanic's Lien, Notice of Lender: Completion (Lender) Extended 10% 101.4 Mechanics' Lien, No Notice of Owner: Completion (Owner) Standard 20% 101.5-06 —Mechanics' Lien, Notice of Lender: Completion (Lender) Extended 10% 101.6-06 Mechanics' Lien, Notice of Lender: Completion — AL.TA (Lender) Extended 20% Standard 20% 101.8 Mechanics' Liens (Lender) Lender: Standard 15% 101.9-06 Mechanic's Lien, Notice of Owner: All 20% based on the Completion (Owner) Policies proportionate amount of the liability under the original policy applicable to the land under the Notice of Completion 101.10-06 Mechanics' Lien, Notice of Lender: All 10% based on the Completion (Lender) Policies proportionate amount of the liability under the original policy applicable to the land under the Notice of Completion 101.11-06 Mechanics' Liens, No Notice Lender: All 10% based on the of Completion (Lender) Policies proportionate amount of the loan applicable to the land to be covered by the Mechanics' Lien insurance 79 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 101.12-06 Mechanics' Liens, No Notice Owner: of Completion (Owner) Extended 20% based on the proportionate amount of the loan applicable to the land under to be covered by the Mechanics' Lien insurance 101.13-06 Mechanics' Lien, Notice of Lender: Completion (Lender) Extended 10% 102.4-06 Foundation (Lender) Lender: All 10%, Policies Min, $50 Max $750 102.5-06 Foundation (Lender) Lender. All 15%, Policies Min $100, Max $1,000 102.6-06 Foundation, Portion of Lender: All 15%, Premises (Lender) Policies Min. $50, Max. $1,000 102.7-06 Foundation, Portion of Lender: All 15%, Premises (Lender) Policies Min. $50, Max. $1,000 103.1-06 (ALTA Easement, Damage or Lender: 28-06) Enforced Removal (Owner or Extended NIC Lender) Standard 20% Owner: Extended 20% Standard 20% 103.2-06 Easement Damages — Use or Lender: _ Maintenance (Lender) Extended $25 Standard 10% 103.3-06 Easement, Existing Lender: Encroachment, Enforced Extended NIC Removal (Lender) Standard 10% 103.4-06 Easement, Access to Public Owner: All 20%, Max. $300 Street (Owner's or Lender's) Policies Lender: All 10%, Max. $250 Policies 80 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 103.5-06 Water Rights, Surface Owner: Damage (Owner or Lender) Extended 10% Standard 20% Lender: Extended $25 Standard 20% 103.6-06 Encroachments, None Exist Lender: 10% (Lender) Extended 103.7-06 Land abuts Street (Owner or Owner: Lender) Extended $25 Standard 20% Lender: Extended $25 Standard 10% 103.8-06 Water Rights, Future Lender: All 10% Improvements (Lender) Policies 103.9-06 Encroachment, Future Lender: All 10% Improvements (Lender) Policies 103.10-06 Surface Use, Horizontal Owner: Subdivision (Owner or Standard 20% Lender) Extended 20% Lender: Standard 20% Extended 20% 103.11-06 Access and Entry (Owner or Owner: (ALTA 17-06) Lender) Standard 25% Extended $75 Lender: Standard 15% Extended $75 103.12-06 Indirect Access and Entry Owners: (ALTA 17.1-06) (Owner or Lender) All 25%, Max $350 Lender: All 15%, Max $300 103.13-06 Utility Access Owners: (ALTA 17.2-06) (Owner or Lender) All 20% Lender: All 20% 81 State of California Effective; August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 103.14-06 Encroachment's, Boundaries Owners: (ALTA 28.1-06) and Easements (Owner and Extended 20% Lender) Standard 20% Lenders: Extended $25 Standard 20% 103.15-06 Encroachments, Boundaries Owners: (ALTA 28.2-06) & Easements, Described Extended 20% Improvements (Owner and Standard 20% Lender) Lenders: Extended $100 Standard 20% 104-06 Assignment of Mortgage Lender: All 40% (Lender) Policy 104A Assignment of Mortgage Lender: 20% (Lender) Standard 104.1-06 Assignment of Mortgage Lender: All 10% (Lender) Policies 104.4-06 Collateral Assignment of Lender: All 10% Mortgage (Lender) Policies 104.6-06 Assignment of Rents OR Lender: All 10% (ALTA 37-06) Leases (Lender) Policies 104.7-06 Assignment of Rents/Leases Lender: All $100 (Lender) Policies 104.8-06 Assignment of Mortgage Lender: All 30% (Lender Policies 104.9 Assignment of Mortgage Lender: (Lender) Standard 20% 104.10-06 Assignment of Mortgage Lender: (Lender) Extended $100 Standard $100 104.11-06 Collateral Assignment of Lender: Mortgage (Lender) Extended $100 Standard $100 104.12-06 Assignment (Lender) Lender.- (ALTA 10-06) Extended $100 Standard $100 104.13-06 Assignment and Date Down Lender: (ALTA 10.1-06) (Lender) Extended 30% 82 State of California Effective- August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 105-06 Multiple Mortgages in One Lender: Policy (Lender) Extended N/C 105.1 Multiple Mortgages in One Lender: Policy (Lender) Standard N/C 106-06 State of Calif. (Owner) Owner: Extended $50 Standard $50 106C-06 State of Calif. (Owners) Owner: Extended $50 Standard $50 106.1-06 State of Calif. (Owners) Owner: Extended $50 Standard $50 106.1 C-06 State of Calif. (Owners) Owner: Extended $50 Standard $50 106.2-06 State of Calif_ (Owners) Owner: Extended $50 Standard $50 106.2C-06 State of Calif. (Owners) Owner: Extended $50 Standard $50 107.1-06 Allocation of Liability of All Policies N/C Parcels (Owner or Lender) 107.2-06 Increased Liability, Amount of All Policies Difference in Insurance, Increase (Owner premium between or Lender) the new and old liability amounts. 107.5-06 Leasehold Improvements Lender: (Lessee or Lender) Extended 10%, Min $100 Loan Leasehold Standard Loan 10%, Min $100 Leasehold Extended 10%, Min $100 Loan 107.9-06 Additional Insured (Owners or All Policies $100 Lender) 83 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 107.10-06 Additional insured (Owner or All Policies $150 Lender) 107.11-06 Non -Merger after Lender Lender: Acquires Title (Lender) Extended 20% 108.7 Additional Advance (Lender) Lender: Standard 65%, Min $250 based on amt of advance, plus 10% to include }priority insurance over MIL. When issued in conjuc#ion with Modification endorsement, the charge for both endorsements shall be the above charge or the charge for the Modification endorsement, whichever is higher 108.8-06 Additional Advance (Lender) Lender: Extended 75% based on amount of advance Min $300 When issued in conjuction with Modification endorsement, the charge for both endorsements shall be the above charge or the charge for the Modification endorsement, whichever is higher 84 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 108.9 Additional Advance - D.V.A. Owners Applicable Owner's (Owner) Premium — based on type of policy at amount of advance. DVA Owners applicable rate base upon type of policy and amount of advance. 108.10-06 Revolving Credit Loan, Lender: All 80% of basic rate Increase (Lender) Policies based on the amount of the advance. 109 Oil and Gas Lease, No Owner: Assignments (Owner or Standard 20% Lender) Lender: Standard 20% 110.1-06 Deletion of Item From Policy Owner_ All (Owner or Lender) Policies $100 Lender: All Policies $100 110.3-06 Minerals, Conveyance of Owner: Surface Rights (Owner or Extended 10% Lender) Standard 20% Lender: Extended 10% Standard 10% 110.4-06 Modification Mortgage Lender: (Lender) Extended 20% based upon loan balance, minimum $150 85 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 110.5-06 Modification Mortgage Lender: (Lender) Extended 45% based upon loan balance Minimum $300. If issued within 18 months of the original policy, maximum charge of $750. SE 56-06 110.5A (non-CLTA Form) Lender: (Lender) Extended $300 SE-57-06 110.513 (Lender) Lender: Extended Lender 35% on unpaid balance, Min $415 110.6 Modification of Mortgage Lender: (Lender) Standard 35% on unpaid balance, Min $300. If issued within 18 months of the original policy, maximum charge of $750. 110.7-06 Insurance Against Owner: All: Enforceability of Items (Owner Extended Pricing or Lender) Standard commensurate with Lender: risk involved, $100 Extended Min, Standard 110.9-06 Environmental Protection Lien Lender: All (ALTA 8.1-06) (Lender) Policies $25 (residential only) 110.9.1-06 Commercial Environmental All (ALTA 8.2-06) Protection Lien (Owner or Policies $100 Lender) 86 State of California Effective: August 22, 2018 CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 110.10-06 Mortgage Modification & Lender: Additional Advance Extended The greater of: (a) The applicable rate for a 108.8-06 Endorsement; or (b) The applicable rate for a 110.5-06 Endorsement. Minimum $300 110.11-06 Modification Mortgage Lender: (ALTA 11-06) (Lender) Extended 35% based on unpaid balance including additional advance, if any. 110.11.1-06 Mortgage Modification with Lender - (A LTA 11.1-06) Subordination (Owner or Extended 35% based on Lender unpaid balance including additional advance, if any. 110.11.2-06 Mortgage Modification w- Lender: 35% of Basic Rate (ALTA 11.2-06) Additional Amount of Extended for existing balance Insurance of loan; 100% of Basic Rate for additional advance 111-06 Mortgage Priority, Partial Lender: All 15% based on Reconveyance (Lender) Policies unpaid balance 111.1-06 Mortgage Priority, Partial Lender: Alf 10% based on Reconveyance (Lender) Policies unpaid balance 111.2-06 Mortgage Priority, Lender: Subordination (Lender) Extended 10% when issued Standard with policy; 30% if attached subsequent to issue of policy. 111.3-06 Mortgage Priority, Lender: All 30% based on Encroachment, address Policies unpaid balance. (Lender) 111.4-06 Mortgage Impairment After Lender: Ail 10% based upon Reconveyance (Lender) Policies loan balance. 87 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 111.5-06 Variable Rate Mortgage Lender: All N/C (ALTA 6-06) (Lender) Policies 111.7-06 Variable Rate Renewal Lender: All N/C (Lender) Policies 111.8-06 Variable Rate Mortgage, Lender: All N/C (ALTA 6.2-06) Negative Amortization Policies (Lender) 111.9-06 Variable Rate, FNMA 7 Year Lender: Balloon, FNMA Balloon Extended N/C Mortgage 111.10-06 Revolving Credit Loan, Lender: All $25 Optional Advance (Lender) Policies 111.11-06 Revolving Credit Loan, Lender: All $25 Obligatory Advance (Lender) Policies 111.14-06 Future Advance, Priority ALTA Loan (ALTA 14-06) (Lender) Policy Only, Lender: Extended: N/C Standard N/C 111,14.1-06 Future Advance, Knowledge Lender: (ALTA 14.1-06) (Lender) Extended N/C 111.14.2-06 Future Advance, Letter of Lender: (ALTA 14.2-06) Credit (Lender) Extended N/C 111.14.3-06 Future Advance, Reverse Lender: (ALTA 14.3-06) Mortgage (Lender) Extended N/C 112 Bondholders Policy Lender: (Bondholder) Standard $25 112.1-06 Bondholders Policy Lender: (Bondholder or Lender) Standard $25 112.2 Bondholder, Joint Powers Lender: Transactions (Bondholder or Standard $25 Lender) 114-06 Co -Insurance (Lender) Lender: Division of fees Extended between title Standard companies agreement. Rate applicable for the amount of liability assumed 88 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 114.1-06 Co -Insurance, ,Joint and Lender: Division of fees Several Liability (Lender) Extended between title Standard companies agreement. Rate applicable for the amount of liability assumed 114.2-06 Co -Insurance, Joint and Lender: Division of fees Several Liability (Lender) Extended between title Standard companies agreement. Rate applicable for the amount of liability assumed 114.3-06 Co-insurance, Single Policy Owner: Division of fees (Owner or Lender) Extended between title Standard companies Lender: agreement. Rate Extended applicable for the Standard amount of liability assumed 115-06 Condominium (Owner or Owner: Lender) Extended NIC Standard N/C Lender: Extended NIC Standard NIC 115.1-06 Condominium (Lender) Lender: (ALTA 4-06) Extended NIC Standard NIC 115.2-06 Planned Unit Development Lender: (ALTA 5-06) (Lender) Extended NIC 115.3-06 Condominium (Owner or Owner: (ALTA 4.1-06) Lender) Extended NIC Standard NIC Lender: Extended NIC Standard NIC 89 State of Caiifomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 115.4--06 Planned Unit Development Owner: (ALTA 5.1-06) (Owner or Lender) Extended N/C Standard NIC Lender: Extended NIC Standard NIC 116-06 Designation of Improvements, Lender: Address (Lender) Extended NIC 116.01-06 Location (Owner or Lender Owner: (ALTA 22-06) Extended NIC Standard NIC Lender: Extended NIC Standard NIC 116.02-06 Location and Map (Owner or Owner: (ALTA 22.1-06) Lender) Extended NIC Standard NIC Lender: Extended NIC Standard NIC 116.1-06 Same as Survey (Owner or Owner: (ALTA 25-06) Lender Extended NIC Lender: Extended NIC 116.1.2-06 Same as Portion of Survey Owner: (ALTA 25.1-06) (Owner or Lender) Extended NIC Lender: Extended NIC 116.2-06 Designation of Improvements, Owner: Condo (Owner or Lender) Extended NIC Standard NIC Lender: Extended NIC Standard NIC 116.3-06 Legal Description, New Owner: All 20% Subdivision (Owner or Policies Lender) Lender: All 10% Policies 90 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 116.4-06 Contiguity — Single Parcel Owner: 20% (ALTA 19.1-06) (Owner or Lender) Extended 20% Standard Lender: 10% Extended 20% Standard 116.4.1-06 Contiguity -- Multiple Parcels Owner: (ALTA 19-06) (Owner or Lender) Extended NIC Standard 20% Lender: Extended NIC Standard 10% 116.5-06 Manufactured Housing Unit Owner: (ALTA 7-06) (Owner or Lender) Extended $50 Standard $50 Lender: Extended $50 Standard $50 116.5A (not Unconverted Mobile home Lender: CLTA End) Extended NIC (SE-18) 116.5.1-06 Manufactured Housing, Lender: (ALTA 7.1-06) Conversion, Loan (Lender) Extended $50 Standard $50 116.5.2-06 Manufactured Housing, Owner: (ALTA 7.2-06) Conversion, Owner (Owner) Extended $50 Standard $50 116.6-06 Manufactured Housing Unit Owner: Owner or Lender) Extended $50 Standard $50 Lender: Extended $50 Standard $50 91 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 116.7-06 Subdivision Map Act Owner: Compliance (Owner or Extended 10% Lender) Standard 10% Lender: Extended 10%, NIC if issued concurrently with Owner's Policy) Standard 10% 116.8-06 Subdivision (Owner or Owner: (ALTA 26-06) Lender) Extended 10% Standard 10% Lender: Extended 10%, NIC if issued concurrently with Owner's Policy Standard 10% 117-06 Aggregation (Lender) Lenders. (ALTA 12-06) Extended 10% Standard 10% 117.1-06 Aggregation, State Limits Lenders: (ALTA 12.1-06) (Lender) Extended 10% Standard 10% 119-06 Validity of Lease in Schedule Lenders: B (Lender) Extended 20% Standard 20% 119.1 Leasehold Policy, Additional Owner: Exceptions (Owner or Lender, Standard NIC Leasehold) Lender: Standard NIC 119.2-06 Validity and Priority of Lease Lender: (Lender) Extended 20% 119.3-06 Priority of Lease (Lender) Lender: Extended 10% 119.4 Validity of Sublease, Joint Lender: Powers (Bondholder's Policy) Standard 10% 119.5-06 Leasehold Owner's Owner: (ALTA 13-06) (Owner's) Extended NIC Standard NIC 92 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 119.6-06 Leasehold Loan (Lender) Lender: (ALTA 13.1-06) Extended N/C Standard NIC 120.2 Subordination of Prior Owner: Mortgage Lease (Owner or Extended 20% Lender -Leasehold Policies, Standard 20% only) Lender: Extended 20% Standard 20% 122-06 Construction Lender Advance Lender: Full disbursement at (Lender) Extended time policy is issued: 15%, Min $300, No Max; separate advances 15% based on amount of advance with Min $100 and Max $300. 93 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION POLICY FORM CHARGE (Percentage of applicable Base Rate unless otherwise indicated) 122.1A-06 Construction Loan Advance, Lender: Pricing is Initial Advance 2006 Loan Extended commensurate with Policy (Lender the loss of priority risk and the issuance of these forms must be authorized in writing by State Regional or Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special Schedule B exception regarding Definition of Mechanics' Lien Coverage Liability Limit in the preliminary report, title commitment and policy) 94 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 122.1 B-06 Construction Loan Advance, Lender: Pricing is Subsequent Disbursement Extended commensurate with 2006 Loan Policy (Lender) the loss of priority risk and the issuance of these forms must be authorized in writing by State Regional or Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special exception regarding Definition of Coverage Cut -Off Date in Schedule B of the preliminary report, title commitment and policy)_ 122.2-06 Construction Lender Advance Lender: (Lender) Extended 80% based upon amount of advance, Min $250 123.1-06 Zoning, Unimproved Land Owner: (ALTA 3-06) (Owner or Lender) Extended 15% Standard 15% Lender: Extended 15% Standard 15% 95 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 123.2-06 Zoning, Completed Structure Owner: (ALTA 3.1-06) (Owner or Lender) Extended 25% Standard 25% Lender: Extended 20% Standard 20% 123.3-06 Zoning, Land Under Owner: (ALTA 3.2-06) Development (Owner or Extended 25% Lender) Standard 25% Lender: Extended 20% Standard 20% 124.1-06 Covenants are Binding Owner: (Owner or Lender) Extended 20% Standard 20% Lender: Extended 15% Standard 15% 124.2-06 Covenants in Lease are Owner Binding (Lessee or Lender) Lessee, only: Extended 20% Standard 20% Lender all policies: Extended 15% (only one charge applies when both endorsements 124.2-06 and 124.3- 06 are issued on one policy) Standard 15% (only one charge applies when both endorsements 124.2-06 and 124.3- 06 are issued on one policy) 96 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 124.3-06 Covenants in Lease are Owner Binding (Lessee or Lender) Lessee, only: Extended 20% Standard 20% Lender All policies: 10% (only one charge applies when both endorsements 124.2-06 and 124.3- 06 are issued on one policy) 125-06 Truth in Lending (Lender) Lender: (ALTA 2-06) Extended 10%, Min $25, Max $100. 127-06 Nonimputation — Full Equity Owner: (ALTA 15-06) Transfer (Owner) Extended 10% Standard 10% 127.1-06 Nonimputation — Additional Owner: (ALTA 15.1-06) Insured (Owner) Extended 10% based on percentage interest acquired by Additional Insured Standard 10% based on percentage interest acquired by Additional Insured 127.2-06 Nonimputation -- Partial Owner: (ALTA 15.2-06) Equity Transfer (Owner) Extended 10% Standard 10% 128-06 Mezzanine Financing (Owner) Owner: (ALTA 16-06) Extended 20% based on amount of Mezzanine Loan Standard 20% based on amount of Mezzanine Loan 97 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 129-06 Single Tax Parcel (Owner or Owner: (ALTA 18-06) Lender) Extended $100 Standard $100 Lender: Extended $100 Standard $100 129.1-06 Multiple Tax Parcels (Owner Owner: (ALTA 18.1-06) or Lender) Extended $100 Standard $100 Lender: Extended $100 Standard $100 _ 130-06 First Loss, Multiple Parcel Lender: (ALTA 20-06) Transactions (Lender) Extended 10% Standard 10% 132-06 Usury (Lender) Lender: (ALTA 27-06) Extended $150 Standard $150 133-06 Doing Business As (Lender) Lender: (ALTA 24-06) Extended $100 Standard $100 134-06 SWAP Interest Rate Swap, Lender: (ALTA 29-06) Direct Obligation (Lender) Extended 10% Standard 10% 134.1-06 SWAP Interest Rate Swap, Lender: (ALT 29.1-06) Additional Interest (Lender) Extended 10% Standard 10% 134.2-06 SWAP Interest Rate Swap, Lender: (ALT 29.2-06) Direct Obligation — Defined Extended 10%, plus 100% of Amount (Lender) Basic Rate for Additional Liability shown in Endorsement. Standard 10%, plus 100% of Basic Rate for Additional Liability shown in Endorsement. 98 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 134.3-06 SWAP Interest Rate Swap, Lender: (ALT 29.3-06) Additional Interest — Defined Extended 10%, plus 100% of Amount (Lender) Basic Rate for Additional Liability shown in Endorsement. Standard 10%, plus 100% of Basic Rate for Additional Liability shown in Endorsement. 135-06 One to Four Family Shared Lender: (ALTA 30-06) Appreciation (Lender, Extended N/C Residential, only) Standard N/C 135.1-06 Commercial Participation Lender: (ALTA 30.1-06) Interest (Lender) Extended N/C 136-06 Severable Improvements Owner: (ALTA 31-06) (Lender) Extended N/C Lender: Extended N/C 99 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION 137-06 Construction Loan - Pending (ALTA 32-06) Disbursement (Lender) 100 State of California Effective: August 22, 2018 CHARGE (Percentage of applicable Base POLICY Rate unless FORM otherwise indicated) Lender: Extended Pricing is commensurate with the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special Schedule B Exception regarding Definition of Mechanics' Lien Limit in the Preliminary report, title commitment and policy.) CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION POLICY FORM CHARGE (Percentage of applicable Base Rate unless otherwise indicated) 137.1-06 Construction Loan - Loss of Lender: (ALTA 32.1-06) Priority - Direct Payment Extended Pricing is (Lender) commensurate with the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special Schedule B Exception regarding Definition of Mechanics' Lien Limit in the Preliminary report, title commitment and policy.) 101 State of Califomia Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION POLICY FORM CHARGE (Percentage of applicable Base Rate unless otherwise indicated) 137.2-06 Construction Loan, Loss of tender: (ALTA 32.2-06) Priority, Insured's Direct Extended Pricing is Payment (Lender) commensurate with the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special Schedule B Exception regarding Definition of Mechanics' Lien Limit in the Preliminary report, title commitment and policy.) 102 State of California Effective: AugUst 22, 2018 CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION POLICY FORM CHARGE (Percentage of applicable Base Rate unless otherwise indicated) 138-06 Disbursement (Lender) Lender: (ALTA 33-06) Extended Pricing is commensurate with the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. (Note: This endorsement requires a general ML exception and a special Schedule B Exception regarding Definition of Mechanics' Lien Limit in the Preliminary report, title commitment and policy.) 139-06 Identified Risk Coverage Owner: (ALTA 34-06) (Lender) Extended 10%, Min $100 and Max $500 Lender: Extended NIC Standard NIC 140-06 Minerals & Other Subsurface Owner: (ALTA 35-06) Substances, Buildings (Owner Extended 10%, Min $100 and or Lender) Max $500 Lender: Extended NIC Standard NIC 103 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CHARGE (Percentage of applicable Base POLICY Rate unless CLTA NO. DESCRIPTION FORM otherwise indicated) 140.1-06 Minerals & Other Subsurface Owner: (ALTA 35.1-06) Substances - Improvements Extended 10%, Min $100 and (Owner or Lender) Max $500 Lender: Extended NIC Standard N1C 140.2-06 Minerals & Other Subsurface Owner: (ALTA 35.2-06) Substances - Described Extended 10%, Min $100 and Improvements (Owner or Max $500 Lender) Lender: Extended NIC Standard NIC 140.3-06 Minerals & Other Subsurface Owner: Pricing is (ALTA 35.3-06) Substances, Land Under Extended commensurate with Development (Owner or the loss of priority Lender) Lender: risk and the Extended issuance of these Standard forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. 141-06 Energy Project, Owner: Pricing is (ALTA 36-06) Leasehold/Easement Extended commensurate with (Owner's) Standard the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. 104 State of California Effective: August 22, 2018 CHICAGO TITLE INSURANCE COMPANY CLTA NO. DESCRIPTION POLICY FORM CHARGE (Percentage of applicable Base Rate unless otherwise indicated) 141.1-06 Energy Project, Lender: Pricing is (ALTA 36.1-06) Leasehold/Easement Extended commensurate with (Lender) Standard the loss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. 141.2-06 Energy Project, Leasehold Owner: Pricing is (ALTA 36.2-06) (Owner) Extended commensurate with Standard the toss of priority risk and the issuance of these forms must be authorized in writing by State or Regional Underwriting Counsel or higher per Company's underwriting requirements prior to closing. 105 State of California Effective_ August 22, 2018 CHICAGO TITLE COMPANY ESCROW FEES AND CHARGES FOR THE STATE OF CALIFORNIA m EFFECTIVE: April 22, 2020 (Unless Otherwise Specified Herein) Chicago Title Company PART II Escrow Services for Residential Property 1-4 Family Unit Residential Properties Including Individual Vacant Lots which will be used for 1-4 Residential Purposes 8 State of California Effective: April 22, 2020 Chicago Title Company Chapter 2 Residential Sale Escrow Services 2.0 Residential Sale Escrow Services For Transactions involving the sale of Residential Property, the following rates shall apply: Southern California Counties 2.1 Zone 1 (Orange, Riverside and San Bernardino Counties): A. Orange County, only Sale Price Escrow Rate $ 0 to $1,000,000 $700 base plus $4 per thousand minimum $800 Over $1,000,000 Minimum $4,700. See Section 2.12 for possible additional charges. B. Riverside and San Bernardino Counties, only Sale Price Escrow Rate $ 0 to $1,000,000 $700 base plus $4 per thousand minimum $800 Over $1,000,000 Minimum $4,700. See Section 2.12 for possible additional charges. 2.2 Zone 2 (Los Angeles County): Sale Price Escrow Rate $ 0 to $1,000,000 $700 base plus $4 per thousand minimum $800 Over $1,000,000 Minimum $4,700. See Section 2.12 for possible additional charges. 2.3 Zone 3 (Ventura County): Sale Price Escrow Rate $ 0 to $1,000,000 $700 base plus $4 per thousand minimum $800 $1,000,001 to $1,500,000 $4,700 plus $2 per thousand over $1,000,000 Over $1,500,000 Minimum $5,700. See Section 2.12 for possible additional charges. 14 State of California Effective: September 18, 2019 Chicago Title Company PART III COMMERCIAL. ESCROW SERVICES This part contains pricing for Owner's/Lessee's interests and loans for any property other than a single family 1-4 residence not otherwise addressed in other parts of this manual. 36 State of California Effective: April 22, 2020 Chicago Title Company Chapter 7 Commercial Escrow Fees and Charges for any Property other than a Single Family 1-4 Residence not otherwise addressed in other parts of this Manual 7.0 Commercial Sale Escrow Services Applicable to the following Zones: a. Zone 1, Orange, Riverside and San Bernardino Counties b. Zone 2, Los Angeles County c. Zone 6, San Luis Obispo and Santa Barbara Counties d. Zone 10, San Diego County Transaction Amount Fee Char ed Up to $ 60,000 $630 $ 60,001 to $100,000 $725 $100,001 to $150,000 $775 $150,001 to $200,000 $825 $200,001 to $250,000 $875 $250,001 to $300,000 $925 $300,001 to $350,000 $975 $ 350, 001 to $400, 000 $1, 025 $400,001 to $450,000 $1,075 $450,001 to $500,000 $1,125 $500,001 to $550,000 $1,240 $550,001 to $600,000 $1,355 $600,001 to $650,000 $1,470 $650, 001 to $700, 000 $1, 585 $700,001 to $750,000 $1,700 $750,001 to $800,000 $1,815 $800,001 to $850,000 $1,930 $850,001 to $900,000 $2,045 $900,001 to $950,000 $2,160 $950,001 to $1,000,000 $2,275 $1,000,001 to $2,000,000 $2,675 $2,000,001 to $3,000,000 $3,175 $3,000,001 and up Minimum $3,175. If additional charges are to be made, they will be based on the costs incurred and additional responsibilities assumed by the Company, and must be agreed to by the customer in writing. In writing includes customer's approval of settlement statement. 37 State of California Effective: April 22, 2020 REQUEST FOR PROPOSALS (RFP) FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES REP NO.: 20-112 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Hayley Gilbert Project Manager (714) 647-5059 hailbert(&santa-ana.or for Release: Principal Civil Engineer Public Works Agency KEY RFP DATES (Subiect to chanp-e at discretion of Ci Issue Date: August 25, 2020 Deadline for Requests for Information: September 11, 2020 Pre -Proposal Meeting: NIA Proposal Due Date: September 16, 2020 at 4:00pm. Projected Award Date: October 20, 2020 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for Real Estate Title and Escrow Services on an as needed basis. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system no later than September 16, 2020 at 4:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Additionally, it is a requirement that hard copy proposals also be sent by courier service, mailed, or hand delivered in an enclosed sealed envelope and marked clearly with the following "SEALED PROPOSAL FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.20-112 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Hayley Gilbert Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 For further instructions regarding hard copy submission proposals, refer to PlanetBids. All notifications, requests for information, updates and addenda will be posted online on PlanetBids at hgps://www.planetbids.com/portal/portal.cfm?CompanyID=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive qualification. LETTER OF INTENT: As a courtesy to the City, all interested firms are encouraged to submit a Letter of Intent of their pending proposal to the noted Project Manager by the required date, as shown on the cover page of this RFP. Letters shall be sent via certified mail or email. Failure to submit a Letter of Intent will not lead to disqualification of the firm. City of Santa Ana RFP 20-112 Page ii TABLE OF CONTENTS L INTRODUCTION / PROJECT DESCRIPTION II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS 2 4 IV. PROPOSAL REVIEW (CONSULTANT SELECTION) 5 A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD 5 A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION 6 A. KICK-OFF MEETING B. NOTICE TO PROCEED VII. PUBLIC RECORDS VIII. APPENDIX 6 ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 20-112 Page iii I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City routinely has various roadway enhancement and other public improvement projects, which require real estate title and escrow services for property acquisitions and title search. The City of Santa Ana is seeking a qualified title company to provide real estate title and escrow services on an "as needed" basis as described in the Scope of Work included in Attachment 1 of the Appendix. The total cost for the contract shall not exceed $300,000. The Scope of Work shall become a part of the Professional Services Agreement. Number of Proposals and Signature: Five (5) hard copies are required to accompany an electronic submittal of the complete proposal package on PlanetBids. One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company and submitted to the City of Santa Ana. Please be explicit in identifying the appropriate person with legal authority to bind the company. The Statement of Qualifications section shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum I I" x 17". Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 20% • Understanding of Need 20% • Relevant Experience with Public Agencies 20% • Schedule of Delivery 20% • Fee Schedule 20% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. City of Santa Ana RFP 20-112 Page 1 II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made only in writing to the Q&A section located in PlanetBids no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanvlD=20137 as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. City of Santa Ana RFP 20-112 Page 2 G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. H. PRE -PROPOSAL MEETING Should a pre -proposal be scheduled, the date, time and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP 20-112 Page 3 III. SUBMITTAL REQUIREMENTS A. GENERAL I. The number of Proposal Copies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. II. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. 1. STATEMENT OF OUALIFICATIONS a. Cover Letter — Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. d. Understanding of Need: Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. Relevant Project Experience: Proposal shall include a list of projects which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. City of Santa Ana RFP 20-112 Page 4 IV. V. f. References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this RFP. 3. FEE PROPOSAL: The fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the contract to the proposer who will provide the best value to the City. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. A. REQUEST FOR COUNCIL ACTION City of Santa Ana RFP 20-112 Page 5 Following evaluation and rating by the proposal review committee, the Project Manager will recommend award of a contract to the proposer providing the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. VI. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all required bonds, insurance documents and contents of the Information Packet have been received and approved. For "On -Call" contracts, Consultant will be notified by individual City Project Managers on a case -by -case basis to request project/task specific proposals. Written NTPs will be then issued accordingly. VII. PUBLIC RECORDS All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP 20-112 Page 6 Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 20-112 Introduction and Background: The Proposer shall provide real estate title, escrow and related services for various Capital Improvement Projects and other facilities that will be used for public use under the direction of City staff. The Proposer will be expected to provide experienced and knowledgeable professional staff. The Proposer and its staff or representatives shall be responsive and maintain excellent working relationships with City staff and City Right -of -Way Consultants. The Proposer shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Description of Work: The proposal should include the following tasks and fees and any additional tasks and fees deemed necessary by the Consultant shall be clearly identified in the proposal. Additionally, the City reserves the right to provide Notice To Proceed (NTP) for any, all or none of the following optional tasks: On an as -needed basis, Proposer is responsible for providing real estate title and escrow services on a timely manner, including but not limited to: Preliminary Title Reports 1. Update to an existing title report (either ordered by the City or others) 2. Issue new reports and provide copies of all underlying exception and exclusion documents. ■ Litigation guarantees — Issue condemnation litigation or continuation guarantees. ■ Provide other related information and documents of record concerning title to property such as copies of vesting deeds, parcel maps/tract, maps, FEMA flood zone designations. ■ Issue chain of title reports on an exception basis. ■ Assist with the development of legal descriptions for: (a) public and private properties; and/or (b) unrecorded easements, right-of-way or other apparent encumbrances or rights granted by other agencies. ■ Assist the City, its consultants and agents in resolving issues affecting marketable title to properties through, among other things, recordation of corrective instruments and/or other appropriate means. City of Santa Ana RFP 20-112 Page Al-1 ■ Escrow services: Issue either CLTA or ALTA extended -coverage owner CLTA 100 Comprehensive CLTA 103.1A Encroachment Coverage CLTA 103.4 Access through an easement CLTA 103.7 Access CLTA 110.1 Deletion of item from policy CLTA 116 Location CLTA 116.1 Survey CLTA 116.4 Contiguity CLTA 116.7 subdivision CLTA 123.3 Zoning ■ Assist the City in determining the appropriate amount of title insurance coverage for each property or portfolio (or portion thereof) whether acquired by purchase or without financial consideration and taking into account valuation as determined by appraisal, or by opinion of value from a commercial real estate company. ■ Provide all necessary assistance to the City to clear all exceptions stated in the Preliminary Title report unless waived by the City in writing. ■ Obtain partial release, partial re -conveyance and subordination agreements from the property owners or any party having interest in the property. ■ Ensure that all conditions present and conditions subsequent provide for in the Purchase Agreement are met and satisfied prior to closing escrow. ■ Prepare, subject to review and approval by the City, Escrow Instructions for execution by the City and grantor(s). Proposer shall ensure all legal requirements are satisfied prior to escrow closing. ■ Provide a comprehensive Escrow Services to the City and owners involved in the related transactions. ■ Prepare all necessary conveyance documents; demand and release of lien/encumbrance documents and submit the same for approval by the City prior to close of escrow. ■ Record grant deeds, certificates of acceptance. Memoranda of agreements and related documents required with respect to the transfer of each property in the office of Orange County Recorder. ■ Distribute to the parties originals or copies of executed and/or closing documents ■ Disburse to the party or parties entitled hereto amounts required to be disbursed in connection with the closing of each property transfer transaction. ■ Prepare closing settlement statements reflecting pro -rations and funds disbursed through escrow in each property transfer transaction. ■ Provide additional services related to title, escrow and related services specified above, at hourly rates, the scope of which will be agreed to in writing between the City & Proposer. ■ Meet and coordinate work with other right-of-way consultants as directed by the City. ■ Prior to closing escrow, Proposer shall order and provide the City with an updated Preliminary Title report to ensure that no new liens and/or encumbrances are recorded on the property/property interests to be acquired by the City. ■ Provide multi lingual services as needed for efficient closing of escrow. ■ Company shall at no cost to the City provide status reports of the requested services on a weekly, bi-weekly, or monthly basis at City's option. City of Santa Ana RFP 20-112 Page Al-2 ■ Proposer shall at no cost to the City provide the City and its consultants with password protected access to Proposer's website dedicated for City's projects. The website shall contain all copies of City ordered reports and other documents will be posted no later than due date agreed upon and indicated on the work authorization. Website access must be available to City throughout the term of the agreement and after expiration for a minimum of 3 months from time all ordered documents and reports have been posted. City of Santa Ana RFP 20-112 Page Al-3 Appendix ATTACHMENT 2 STANDARD AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2020 by and between , ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of: Real Estate Title and Escrow Services B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. City of Santa Ana RFP Page A2-1 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year extensions exercisable by the City Manager, unless terminated earlier in accordance with Section H, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not City of Santa Ana RFP Page A2-2 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. City of Santa Ana RFP Page A2-3 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City of Santa Ana RFP Page A2-4 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP Page A2-5 otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. City of Santa Ana RFP Page A2-6 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. No Exhibit D is attached in the absence of additional provisions. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: City of Santa Ana RFP Page A2-7 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Jason Gabriel Principal Civil Engineer, PWA City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. City of Santa Ana RFP Page A2-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: I Ls" --:A ul� Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency Rev. 8-25-2020 CITY OF SANTA ANA CONSULTANT: Name & Title: Tax ID# City of Santa Ana RFP Page A2-9 EXHIBIT A SCOPE OF SERVICES City of Santa Ana RFP Page A2-10 EXHIBIT B COMPENSATION Fee Proposal including hourly rates (from Consultant Proposal) The total compensation may include a line item for the cost from the Fee Proposal, followed by a line item for any contingency, followed by a grand total not to exceed (NTE) Amount. This is what may be transferred to the front page of the contract. City of Santa Ana RFP Page A2-11 EXHIBIT C CERTIFICATIONS C-1 through C-3 City of Santa Ana RFP Page A2-12 EXHIBIT D ADDITIONAL PROVISIONS Caltrans Forms City of Santa Ana RFP Page A2-13 Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP Page A3-4