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25F - AGMT - TITLE AND ESCROW SRVS
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 7, 2015 TITLE: RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 999967 E ® As Recommended © As Amended ® Ordinance on 7" Reading 0 Ordinance on 2nd Reading ® Implementing Resolution ® Set Public Hearing For CONTINUED TO PIKE NUMBER Authorize the City Manager and Clark of the Council to execute agreements with First American Title Company and Commonwealth Land Title Company, subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide on -call real estate title and escrow services for a three -year term expiring March 31, 2018, with the option to extend for two one -year terms by written authorization of the City Manager and City Attorney, for a maximum of five years, in a total amount not to exceed $380,000 for each firm. The City routinely constructs various roadway widening and other public improvement projects, which require real estate title and escrow services for property acquisitions and title search, These services include preliminary title reports, litigation guarantees, basic title Insurance, and other escrow services. On December 24, 2014, the Public Works Agency released a Bequest for Proposal (RFP) to qualified consulting firms to provide on -call real estate title and escrow services. Staff encouraged wider participation by contacting twelve companies by telephone and direotly emalling the RFP, as well. However, staff found that many companies are not equipped to provide the services required by a public agency for projects on the scale of Bristol Street, Warner Avenue, or Grand Avenue improvements, Consequently, only two proposals were received and evaluated by a review committee from the Public Works Agency. Each of the firms was rated according to its qualifications, experience, references, and capacity to perform the required work. The following is a summary of the two firms and their respective scores: FIRM RATING 1. First American Title Company 97 2. Commonwealth Land Title Company 94 25F -1 Agreements for On -Call Real Estate Title and Escrow Services April 7, 2015 Page 2 Based on rating and experience, both firms are equipped and capable of meeting the City's needs for these types of services. Both firms offer competitive pricing for producing preliminary title reports, escrow services, and basic title insurance. First American Title Company offers a better rate for producing preliminary title reports, while Commonwealth Land Title Company offers a better rate for escrow services and basic title insurance. Staff recommends that both firms be retained to support the City's public improvement projects. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans), ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding for these on -call right -of -way services will be allocated as needed from various project budgets. Funds for housing and /or other development projects as needed will be available in the appropriate program budgets. Exebutive Director Public Works Agency Executive`Director Community Development FM /EWG /ML APPROVED AS TO FUNDS AND ACCOUNTS: , RRsg '` ".- A_-) Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement and fee schedule - First American Title Company 2. Agreement and fee schedule - Commonwealth Land Title Company 25F -2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this _ day of April 2015 by and between First American Title Company (hereinafter "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 (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of title and escrow related 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 perfonn those services as set forth in Exhibit A to this Agreement on an "as- needed' basis. Consultant understands that within the scope of work defined herein that it is being requested to perform title and escrow services for the City and in conjunction therewith to issue Title Insurance Policies. The Consultant agrees to issue Title Insurance Policies in conjunction with this work and City understands that any liability of Consultant is subject to all Schedules, Exclusions, Exceptions, Covenants and Conditions contained in each policy. The title services maybe used from various agencies in the City. However, Title company shall proceed work only when received Notice to Proceed from Public Works Agency. Any work done without Public Works Agency authorization shall not be compensated. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges as set forth in Consultant's proposal as identified in Exhibit B. Consultant has filed, rates with the State of California and may not deviate from them, The total stun to be expended under this Agreement shall not exceed $360,000 during the entire term of this Agreement, including any extensions of the term of this agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not Exhibit 1 1 25F -3 be made for work which fails to meet the standards of performance of a professional Title Insurance Company. 3. TERM This Agreement shall commence on the date first written above and terminate on March 31, 2018, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney for two additional one -year terms. 4. 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. 5. 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 acts or occurrence arising out of Consultant's 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, $2,000,000 in the aggregate. Consultant shall supply City with a folly executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. 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. Q, 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 25F -4 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. 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 in form by the City Attorney. (iii) The 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 from the Consultant to the City. £ 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 effect 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. 6. MDEMNIFICATION To the fiillest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. 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. 25F -5 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 farther 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. 8. 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 mariner with performance of services specified guider this Agreein.ent. 9. NOTICE With the exception of insurance certificates and renewals covered by Section 5.e.iv, above, any notice, tender, demand, delivery, or other commrmication 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 telefacsimile 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.Q. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: City of Santa Ana Public Works Agency 20 Civic Center Plaza, M -36 Santa Ana, CA 92702 Fax: (714) 647 -5635 and 25F -6 To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -6515 Donald P. Kennedy Vice President, Orange County Manager First American Title Company 4 First American Way Santa Ana, California 92707 Fax 714 - 913 -6358 Email: dlcennedy @frrstam.com 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 telefacsimile, 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 proposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. 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 terns 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 nor 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. 11. 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 25F -7 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. 12. TERMINATION This Agreement may be terminated by the City upon thirty (3 0) 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. 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. 14. 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. 15. 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, 25F -8 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jose andoval Chi Assistant City Attorney FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVA70S City Manager CONSULTANT DONALD P. KENNEDY Vice President, Orange County Manager First American Title Company Tax ID# 25F -9 EXHIBIT A SCOPE OF SERVICES 25F -10 APPENDIX EXHIBIT A SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 14 -085 SCOPE OF WORK 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. 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 (seldom required) ➢ 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, ➢ 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 25F -11 ➢ 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. Y 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. ➢ 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. ➢ Proposer shall provide a fee on City provided template Attachment 1 "Price Proposal Form ". 25F -12 EXHIBIT B FEES AND RATES 25F -13 rice Schedule See attached Price Proposal Form along with First American's filed Residential and Commercial Fees pertaining to the scope of work requested, 25F -14 Attachment 1 Price Proposal Form RFP 14.086 The following Hourly Rates and Fixed Prices shall be applicable throughout the full term of the Agreement, including its extensions or reinstatements. Service Name Description Price or Houry Expedited Rate Price or Hourly Update to Preliminary Original report provided by Service Provider Redrt under revlous,ontTot with CITY Nookar e. Update to Preliminary Original report preduced by another firm Report $375 New Preliminary Report of fillill b ollcy e provided by 3 AUTHORITY Now Preliminary Report title policy will not be provided by C TY q of Uti affon Guarantee Orl anal re ort sr. ecto c- A t-F &eke. ConlinuationGuarantee G1teeColr Y1rne.l.e,k Other Related Documents Provide documents as requested of Record No r-t,% e Chain of Title Relsort Issue Chain of Title oolno back fi vears A tFu a ke Chain of Title Report issue Chain of Title going back beyond 30 6Gt�a,lrPer At1.,�.esi� ears Legal Description Assist in Development of new legal desert gon Ice Per 60 sr /•'tcy Marketable Title Resolve issues affecting Marketable Title as &'I described IJA o r M 6 Icy CLTA or ALTA Extended Issue Extended Coverage Owner's Policy Coverage Owners Policy based on Value, with following 6c.k vW# (t A t i -e-I^eA selected endorsements, as required: ❑ CLTA 100 Comprehensive Coverage ❑ CLTA 116 Wcadon ❑ CLTA 1o3.1A Encroachment Coverage ❑ CLTA'l16,1 Survey ❑ CLTA 103.4 Access through an Easement ❑ CLTA 116.41 Contiguity ❑ CLTA 103.7 Access ❑ CLTA 116.7 Subdivision ❑ CLTA 110.1 Deletion of Item Rom Policy ❑ CLTA 123,3 Zoning ❑ Others as required tlo be quoted on an as needed basis through the Work Aggregate Policy Add Extended Coverage Owner's Policy to 5ck <�u I �t #im A re a e Policy ed,e x Recording Services Deada Tide Corrective Instruments rJD cL%d 'a �. ❑Agreements Memoranda c.,a,,o'-I Other Instruments 6 Documents F74+— 0,,1 y Eacfew Services Out -of- Pocket Expenses for Escrow Services: L7 Overnight Mail ❑ Courier Fees faaL� e v 1 �- * n nctn< Document Pre afalion Other Services Provide additional Services related to the Provide hourly title, escrow and related services s ecified rates by 25F -15 Attachment 1 Price Proposal Form RFP 14.485 Notes: The Proposer shall not charge nor shall the CITY pay any overtime rate. No additional charges, consulting fees or retainers will apply. 25F -16 above, at hourly rates. The scope of these $ervices will be agreed to in vMtIng with the CITY via the Work Authorization Process given in the Agreement. personnel title. Status Reports Proposer will at no charge provide the CITY No Charge with regular order status reports on a weekly, bi- weekly, or monthly basis, at CITY's option. Delivery of Tide Contractor will at no charge provide CITY and No Charge ReportslDccuments/Status Its consultants with password protected Reports access to an CITY - dedicated section of Contractor's website, where copies of all CITY - ordered reports and other documents will he posted no later than the order due date agreed upon and Indicated on the Work Authodzatlon. Webslte access must be available to CITY throughout the term of the Agreement (and any renewal terms), and after i4ralion, for a minimum of three (3) months from the time all ordered documents and reports have been posted. For Policies of Title Insurance, Contractor also will mail the CITY an original for Its ale. Notes: The Proposer shall not charge nor shall the CITY pay any overtime rate. No additional charges, consulting fees or retainers will apply. 25F -16 FIRST AMERICAN TITLE INSURANCE COMPANY J-11 0 Residential Schedule of Fees .2. Q 2014 First American Title Insurance Company. All rights reserved. 25F -17 November 10, 201q GENERAL INFORMATION THiS SCHEDULE OF PEES SHALL NOT BE CONSTRUED AS ESTABLISHING OR CHANGING THE RULES AND PROCEDURES PERTAINING TO THE PRACTICES FOLLOWED BY THE COMPANY. THE RATES CONTAINED IN THIS SCHEDULE OF FEES ARE APPLICABLE ONLY TO THE PRODUCTS AND SERVICES PROVIDED FOR HEREIN. DEFINITIONS ALTA: American Land Tide Association. • Basic Escrow Services: See Definitions in Section F. • Binder; See description in subsection B -S. CLTA: California Land Title Asmciation. • Company: First American Title Insurance Company and its authorized agents. EAGLE Loan Policy: FATICO's branded version of any of the ALTA Expanded Coverage Residential Loan Policies. • EAGLE Owner's Policy; FATICO's branded version of the CLTA/ALTA Homeowner's Policy of Title Insurance. Fair Value: The Fair Value is the sale price, bxcept that where no sale is involved, the Fair Value is determined based on available information, but in no event is less than the sum or all the monetary encumbrances to which the title is subject. The Company will not Issue tilde Insurance for less than the Fair Value of the estate or interest to be Insured or for more than the Fair Value of the estate or Interest to be insured without approval from FATICO's underwriting department, except that; 3. an Owner's Policy issued In connection with the purchase of the subject property may ba issued in the amount of the purchase price or the contemplated value of the land with planned Improvements; and 2. where undivided interests In a property are being conveyed or encumbered, a policy may be Issued describing such undivided Interests and charged for based upon the value or such undivided interests, • PATICO: First American Title Insurance Company, r Loan Policy: A policy insuring a lender or assignee of a lender other than a Mobile /Manufactured Home Loan Polity. Mobile /Manufactured Home Owner's Policy or Mobile /Manufactured Home Loan Policy: A FATICO proprietary farm of policy insuring an Interest in a mobile /manufactured home that has been registered with the Califomia Department of Housing and Community Development but has not been converted to real property, • Multiple Loan Policies: See description in subsection C-4. New Home Subdivision: Newly constructed improved one -to -four family residential properties (including condominiums) offered for sale for the first time that include two or more separate lots or units of occupancy that are for sale as separate units. For purposes of this definition, a "sale" Includes assignment of a ground lease. • Non -EAGLE Loan Policy, Any Loan Policy other than an EAGLE Loan Policy. • Non-EAGLE Owner's Policyr Any Owner's Policy other than an EAGLE Owner's Policy. Owner's Policy: A policy insuring an owner, optionee, vendee, or lessee other than a Mobile /Manufactured Home Owner's Policy. • RED (Real Estate Owned): Property currently owned by a lender (or the lender's affiliate, Investor or insurer) that acquired the property through a roredosure sale or a deed in Ileu of foreclosure. The lender's "affillate" is any person or entity that directly or indirectly controls, Is controlled by, or Is under common control with the lender. • Short Sale: See Definition In Section F. -s- ® 2014 First American Tide Insurance Company. All rights reserved. 25F -18 November 10, 2014 Western Regional Exceptions (or "WRE "); The following exceptions to coverage for a Non -EAGLE Loan Policy or NOWEAGLE Owner's Policy$ 1, Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records, Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records, 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof, 9. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage In area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records, S. (a) Unpatented mining claims, (b) reservations or exceptions in patents or in acts authodxing the issuance thereof, (c) water rights or, claims or Utle to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any Ilen or right to a lien for services, labor or material not shown by the public records, ROUNDING UP OF APPLICABLE RATES, FEES AND CHARGES All rates, fees and charges contemplated by this Schedule shall be rounded up to the next dollar at each calculation except as otherwise expressly provided. ENDORSEMENT RATES Rates for endorsements are set forth In the appendices to this rate manual as follows: • GLTA Endorsement Rates - Appendix G • FAMO Endorsement Rates - Appendix D • ALTA Endorsement Rates - Appendix E When determining Policy Type for purpose of these appendices, the endorsed policies are either Owner or Loan, and either Standard or Extended. For this purpose: • "Standard" means a Non -EAGLE Owner's Policy with WRE or a Non -EAGLE Loan Policy with WRE; and • "Extended" means a Non -EAGLE Owner's Policy without WRE or a Non -EAGLE Loan Policy without WRE. When an endorsement Is Issued for an EAGLE Owner's polity, the rate applicable to a "Standard" Owner's Polity applies. When an endorsement Is Issued for an EAGLE Loan Policy, the rate applicable to an "P.xtendod" Loan Policy applies. .a- O 2014 First American 11de Insurance company. All rights reserved. 25F -19 November 10, 2014 Residential Title Fees SECTION A BASIC TITLE INSURANCE RATE The Basic Title Insurance Rate Is set forth In Appendix A. SECTION B OWNER'S INSURANCE B -1) OWNER'S POLICY OTHER THAN THOSE ADDRESSED IN SUBSECTIONS B -2 THROUGH B -4 Far on Owner's Polity other than an Owner's Policy issued under subsection B -2, 8•3, or B-4 below, the Fallowing rates apply: Policy T e Rate Non -EAGLE Owners PoRM with WRE 100% of Basic Title Insurance Rate. Minimum 395 EAGLE Owner's Poll 1104M of Basic Title Insurance Rate. Minim m 035 Non•EAGLE Owners PWi without WRE 125% of Basic Title Insurance Rate, Minimum 500 25F -20 SECTION F ESCROW The applicable rates for escrow services shall be determined by the county where the office of the Company handling the escrow Is located and not the county where the property is located, except that the rates for REO escrows described In subsection F•2 below are based on the county where the property Is located. The rates set forth in this Section F are not to be charged on a "per side" basis. However, the charges may be apportioned among the parties to the transaction In accordance with the instructions of the parties. Services in connection with transactions initiated and coordinated by First American Mortgage Services are subject to Section G below. [DEFINITIONS: BASIC ESCROW SERVICES means the primary escrow services, Including but not limited to: in the case of escrow in connection with a sale transaction other than REO or a Now Home Subdivision, optional enrollment by the buyer In the "First American eproperty Watch" property monitoring service, document preparation, • electronic document download, + receipt of incoming funds and issuance of disbursements, whether by check or wire transfer, Including associated wire transfer fees, • overnight delivery, Induding associated overnight delivery fees, and • processing of a subordination. SASICESCROWSERVICESdo not Include the following services, the rates for which are set forth in subsection F -7, Miscellaneous Services: • notary fees and signing services, • recording fees, • check returned due to insufficient funds, • interest bearing account set -up, • funds held In escrow over 90 days after either dose of escrow or estimated dose of escrow, • additional fee for Escrows involving I.R,C, 4 1031 Exchanges asset forth In subsection F -7 below, fees for services obtained from a third party (other than the Company) and not otherwise specifically Included in this Schedule of Fees, • spedally retained messenger service to accommodate or comply with the instructions of the parties In a specific transaction for which the Company is Invoiced based on the individual service request, or . transfer tax or any other governmental fees or charges, In addition, Basle Escrow Servlces do not Include New Loan Services fees as set forth in subsection F -4 below. Shart5alo means a sale transaction In which the proceeds of the sale are Insufficient to satisfy the outstanding obligations secured by the subject property and one or more creditors or lenders agrees to accept less than the amount that is owed on the property in satisfaction of the outstanding loan or loan obligations. -17- Q 2014 First American Title Insurance Company. All rights reserved. November 10, 2014 25F -21 Residential Escrow Fees (b) ESCROW REGION 2: For use in the following counties: Imperial, Inyo, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego and Ventura, Transaction Amount up to Rate M $ 50 000 _._ $700 60,000 750 70,000 810 00,000 870 90,000 930 100000 990 300,000 Add $35 for each $10,000 or Tract on shove 1 0 000 2,000,000 Add $30 for each $10,000 or fraction ab ve 300 000 Greater than 2,000,000 6,790 F•7) MISCELLANEOUS SERVICES The Items below are not to be charged when theservice is expressly induced in the description of the applicable escrow services. Typo of Service Rate Check returned due to insufficient funds $15 per check returned Intnrest bearin attount set-up $50 per account Funds held in escrow over 50 days after either cfase of escrow or estimated close of escrow Monthly fee of $25 Escrows involving I.R.C. § 1031 Exchanges Additional $200 per exchange component Recording fees, transfer tax or any other governmental fees or charges Actual charge or tax Wire transfer fee $15 per wire Overnight delivery faes $15 per delivery Document preparation fee $50 per document Electronic document download fee where New Loan Services are not being provided $50 per set of documents Fat per cheek to pay credit card or other debt not secured by the real property involved in the escrow $10 per check Notary fees $10 per signature acknowledgement Fees for services, Including but not limited to signing services, obtained from a third party (other can the Company) and for which a specific fee or charge is not assigned for the individual service In this Schedule of Fees Actual charge 25F -22 .... I . First American Title Insurance Company 1 r 1 r Commercial Schedule of Fees -2a- QQ 2014 First American Title Insurance Company, All rights reserved. 25F -23 November 10, 2W GENERAL INFORMATION THIS SCHEDULE OF FEES SHALL NOT BE CONSTRUED AS ESTABLISHING OR CHANGING THE RULES AND PROCEDURES PERTAINING TO THE PRACTICES FOLLOWED BY THE COMPANY. THE RATES CONTAINED IN THIS SCHEDULE OF FEES ARE APPLICABLE ONLY TO THE PRODUCTS AND SERVICES PROVIDED FOR HEREIN, DEFINITIONS ALTA: American Land Title Assocladon. Basic Escrow Services: See Definidon In Section C -E • Binder: See Section C -8-4 CLTA: California Land Title Association. + Commitment: ALTA Plain Language Commitment or ALTA Commitment • Company: First American Title Insurance Company and Its authorized agents. + Fair Value: The Fair Value is the sale price, except that where no sale Is involved, the Fair Value Is determined based on available information, but In no event is less than the sum of all the monetary encumbrances to which the title Is subject. The Company will not Issue title Insurance for less than the Pair Value of the estate or Interest to be Insured or for more than the Pair Value of the estate or Interest to be Insured without approval from FATICO's underwriting department, except that: 1. An Owner's Policy Issued In connection with the purchase of the subject property may be Issued in the amount of the purchase price or the contemplated value of the land with planned improvements; and 4 where undivided interests In a property are being conveyed or encumbered, a policy may be issued describing such undivided Interests and charged for based upon the value of such undivided Interests, • FATICO: First American Title Insurance Company. • Loan Policy: A policy Insuring a lender or assignee of a lender. + Multiple Loam Policies: See subsection C -C -4, • Owner's Policy: A Policy Insuring an owner, optionee, vendee, or lessee. For the purposes of this Commercial Schedule, Owner's Policy does not Include an Eagle Owner's Policy as defined in Part 1, Residential Schedule of Fees. » RED (Real Estate Owned)t Property currently owned by a lender (or the lender's affiliate, Investor or Insurer) that acquired the property through a foreclosure sale or a deed in lieu of foreclosure. The lender's "affiliate" Is any person or entity that directly or Indirectly controls, is controlled by, or Is undercommon control with the lender, • Leasehold Policy: Any form of policy where the estate of Interest Insured Is a leasehold estate. -az- 0 2014 First American Title Insurance Company. All tights reserved. 25F -24 November 10, 2014 • Western Regional Exceptions (or "WRE'7i Standard exceptions from coverage included within various policy forms as a matter of local practice. L. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any fads, rights, Interests, or claims which are not shown by the public records but which could be ascertained by an Inspection of the land or which may be asserted by persons in possession thereof 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts In boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. S. (a) Unpatented mining claims, (b) reservations or exceptions in patents or in Acts authorizing the Issuance thereof, (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 4. Any lien or right to a Iien for services, labor or material not shown by the public records. ROUNDING UP OF APPLICABLE RATES, FEES AND CHARGES All rates, fees and charges contemplated by this Schedule shall be rounded up to the next dollar at each calculation except as otherwise expressly provided, ENDORSEMENT RATES Rates for endorsements are set forth in the appendices to this rate manual as follows; • CLTA Endorsement Rates - Appendix C • FAT1CO Endorsement Rates - Appendix D • ALTA Endorsement Rates - Appendix E When determining Policy Type for purpose of these appendices, the endorsed polities are either Owner or Loan, and either Standard or Extended. For this purpose; • "Standard" means an Owner's Policy with WRE or a Loan Policy with WRE; and • "Extended" means an Owners Policy without WRE or a Loan Policy without WRE. -n. U 2014 First American Title Insurance Company. All rights reserved. 25F -25 November 10, 2014 Commercial Title Fees SECTION C -A BASIC TITLE INSURANCE RATE The Basic Title Insurance Rate is set Forth in Appendix A ..... �.,.. .,..... � . ........ .... .. . .... ..................... ............................... . �. SECTION C -B OWNER'S INSURANCE C•8-1) OWNER'S POLICY E0114Y. Type I Rate 0wnees Policy with Western Regional Exceptions 100% of Basic Title Insurance Rate. Minimum $395 C�LN!Ith WRE" Owner's Polity without Western Regional 125ak of Basic Title Insurance Rate. Minimum $500 Exceptions ( "without WRE") 25F -26 SECTION C -E ESCROW Except for rates under Sections C -E -6 (Miscellaneous Services), the escrow rates set forth In this Section constitute the total escrow rate for the given transaction and are not to be charged on a "per side" basis. However, the total escrow rate may be apportioned to either side in accordance with the instructions of the parties, The applicable escrow rates shall be determined by the county where the escrow Is being handled and not the county where the property Is located. DEFINITIONS., BASICESCROWSERVICES means the primary escrow services, including but not limited to: document preparation, • electronic document download, receipt of Incoming funds and Issuance of disbursements, whether by check or wire transfer, • overnight delivery, and • processing of a subordination BASIC ESCROWSERWCESdo not include the following services: • notary and signing services, • recording fees, • check returned due to insufficient funds, interest bearing account set -up, • funds held in escrow over 90 days after either close of escrow or estimated close of escrow, • additional fee for Escrows Involving I.R.0 § 1031 Exchanges as set forth In subsection C -E -6 below, • fens for services obtained from a third party (other than the Company) and not otherwise specifically Included in this Schedule of Fees, specially retained messenger service to accommodate or comply with the instructions of the parties In a specific transaction for which the Company is Invoiced based on the individual service request, or • transfer tax or any other governmental fees or charges, .so, O 2014 First American ntie Insurance Company. All rights reserved. 25F -27 November 10, 2014 Commercial Escrow Fees (b) ESCROW REGION 2! For use In the following counties: Imperial, Inyo, Los Angeles, Mona, Orange, Riverside, San Bamardino, San Diego, San Luis Obispo, Santa Barbara and Ventura. Transaction Amount: Up to Rate b 60,000 s 655 Igo 000 750 150 B00 Soo a00,00o 850 250,000 900 300,000 950 350 000 L coo 400,000 1050 450,000 1 100 sOtl Oo0 L 150 SSQ0g0 1,265 C-E -S) MISCELLANEOUS SERVICES U to Rate 600,000 5 1,380 6150,00 1,495 700 ,000 1161Q 750,000 1 725 $00,000 2,040 850 000 3,95S 900 000 2 070 950,000 2,185 1000 000 2,300 2,000,000 2 700 3 000 OBO 3,200 Unless otharwisa included In an applicable escrow rate, the following rates may apply: Tym of Semi" Rate Check retumed due to Insufficient funds I5 per check returned Interest bearing account set-tip 0 er Pero nt Funds held in escrow ova 90 days after either close of escrow or esdmated dose of escrow Monthly fee of $25 Escrows Ii I.R.C. 111031 C -7chan Additional 200 per veharge-ccaripailetrit Recording fees, transfer tan or any other governmental leas or charges Actual charge or tax 'Hire Mansferf 13 per wire Overni S 1$ Der dalh'e Document preparation fee Steer d,au�m Electronic document download fee where New Loan Services are not bein rovl e,Q, ,-gent $50 per set of documents Fee per ehock to pay credit card or other debt net sacur by. the real propo& Involved in the escrow $10 per check Fees for services obtained from a third party (other than the Company) and for which a specific fee or charge is not assigned for the individual service In tide Schedule of Fees Actual charge Note 10 par signature ackriqw1eftement 25F -28 Guarantees SECTION C -G GUARANTEES C•G•5) LITIGATION GUARANTEE (CLTA GUARANTEE FORM NO. 1) 100% of the Basic Title Insurance Rate, based upon the value of the estate or Interest Involved, minimum 5345. A continuation report (CLTA Guarantee Form No. 2) may be Issued within twenty-four (24) months from the date of the original guarantee for a rate of 5g5, C•0«6) CHAIN OFTITLE GUARANTEE (CLTA GUARANTEE FORM NO,6) $100, plus 55 for each Item reported, The amount of liability shall be $1,000. For liability amounts in excess of $1,000, the rate shall be calculated using the Basic Title Insurance Rate. 25F -29 APPENDIX A BASIC TITLE INSURANCE RATE Policy Amount Up to Rate UR to Rate Up to Rate Up to Rate Up to Rate $60,000 $395 $450,000 $1,248 840 000 1868 1 23 Oq0 2 384 $1,620,000 $2,852 70,000 433 460,000 1,264 850,000 1,883 1240 000 2,396 1,630,000 2 864 80,000 471 470,000 1,280 860,000 1,898 1,250,000 2 408 1640 000 2,876 90,000 508 480,000 1,296 870,000 191.3 1,260,000 2 420 1650 000 2,888 100,000 535 490,000 1.312 880,000 1,028 1,270,000 2 432 1,660.000 2,900 110,000 559 1 500,000 1,329 890,000 1943 1 280 00D 2,444 1670 006 2,912 120,000 581 510,000 1,344 900,000 1,958 1,290,000 2 456 1600 000 2,924 130,000 603 520,001) 1,360 ___210400Q_ 1,973 1300 000 2,468 1,690,000 2,936 14Q,QOQ 626 530 00D 1,376 920,000 1,988 1,310,000 2 480 1,700,000 2 948 150,000 648 540,000 1,392 930,000 2,003 1,320,000 2 492 1,710,000 2,960 160,000 672 550,000 1,408 90,000 2,018 1,330,000 1 504 1,720,000 2 72 170,000 694 560,000 1,424 950,000 2,033 1,340,000 2 516 1730 000 2,984 180,000 717 570,00D 1,440 960,000 2,048 1 1350 000 2,528 1740 00p 1 2,996 190,000 739 580,000 1.456 1 970,000 2,063 1360 000 2,54D 1750 000 1 3,008 200,000 762 59D,000 1,472 980,000 -2,078- 13.70 000 2;S52 1760 000 3,019 210,000 785 600,000 1,488 990 000 2,093 1 380 000 2 564 1770 000 030 220,000 808 610,000 1,504 1000 000 2,108 1 390 COO 2 576 1780 nnn 3 041 230,000 830 620,000 1,520 1010,000 2,120 1400 000 2 508 1790 000 3,052 240,000 853 630,000 1,536 1020 000 2,132 1410 000 2 600 1800 000 3,063 250,000 876 640,000 1,552 1030 000 2,144 1420 000 2 612 1,810,000 3,074 260,000 899 650,000 1,568 1040 000 2,156 143U 000 2 624 1820 000 3,085 27.0 000 921 660,000 1,584 1050 000 2,168 1 1 440 000 2 636 1830 000 3,096 260,000 945 670,000 1,600 1060 000 2,180 1 1450 000 Z648 1840 000 3,107 290,000 966 680 000 1,616 1,070,000 2,192 1460 000 2,660 1850 000 3,118 300,000 990 690,000 1,632 1080 000 2,204 1470 000 2,672 1860 000 3,129 310,000 1,007 700,000 1,648 1090 000 2,216 1480 000 2,684 1870 000 3,140 320,000 1,025 710 000 1,664 1,100,000 2 228 1490 000 2,696 1800 000 3,151 330,000 1,043 720,000 1,680 1 110 000 2,210 1,500,000 2 708 1890 000 3,162 340,000 1061 730 OCO 1,696 1,120 000 2,252 1 510 000 2,720 19 D 000 3,173 350,000 1079 740,000 1,712 1,130,000 2 264 1 520 000 2,732 1910 000 3,184 360,000 1,097 750,000 1,728 1,140,00D 2 276 1,530,000 2 744 1920 000 -3,195 370,000 1 1,115 1 760,000 1,744 1 1,150,000 2 288 1 L,540,000 2,755 1930 000 3 206 380,000 1,133 770,000 1,760 1 AO = 2,300 1,550,000 Z 768 1940 000 3 217 390,000 1 151 781000 1776 1,170,000 2 311 1560 000 2,730 1,950,000 3 228 400 000 1168 790,000 1 92 1,180,000 g,324 1570 000 2,792 1960 000 3 239 410,000 1 184 800,000 1,808 1 190 000 2,336 1580 0 0 2,804 1970 000 3 250 420,000 1,200 810,000 1,823 1200 000 2,340 1590 000 2,816 1980 OOO 3 261 430,001) 820,000 1,838 1210 000 2,360 1,600,000 2,828 1990 000 3 272 440,000 _1,216 1,232 830,000 1,853 1220 000 2,372 1610 000 2,840 2,000,000 3 Z83 For pollcy amounts above $2,000,000 add $6 for each additional $10,000 or Fraction thereof. •72- O 1014 Rrst American title Insurance Company. All rights reserved. 25F -30 November 10, 2014 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (3 0) days written notice has been. given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by to Authorized Representative 25F -31 25F -32 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this _ day of April 2015 by and between Commonwealth Land Title Company (hereinafter "Consultant' ), and the City of Santa Ana, a charter city and municipal corporation organized and existing raider the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of title and escrow related 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 those services as set forth in Exhibit A to this Agreement on an "as- needcd' basis. Consultant understands that within the scope of work defined herein that it is being requested to perform title and escrow services for the City and in conjunction therewith to issue Title Insurance Policies, The Consultant agrees to issue Title Insurance Policies in conjunction witlr this work and City understands that any liability of Consultant is subject to all Schedules, Exclusions, Exceptions, Covenants and Conditions contained in each policy. The title services may be used from various agencies in the City. However, Title company shall proceed work only when received Notice to Proceed from Public Works Agency. Any work done without Public Works Agency authorization shall not be compensated. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges as set forth in Consultant's proposal as identified in Exhibit B, Consultant has filed rates with the State of California and may not deviate from them. The total sum to be expended under this Agreement shall not exceed $360,000 during the entire tern of this Agreement, including any extensions of the term of this agreement. Exhibit 2 t 25F -33 b. Payment by City shall be made within thirty (30) 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 of a professional Title Insurance Company. 3. TERM This Agreement shall commence on the date first written above and terminate on March 31, 2018, unless terminated earlier in accordance with Section 12, below, The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney for two additional one -year terms. 4. INDEPENDENT CONTRACTOR Consultant shall, daring 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. 5. 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 acts or occurrence arising out of Consultant's perfonmance 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, $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. 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. 25F -34 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. 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 in form by the City Attorney. (iii) The 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 from the Consultant to the City. 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 effect 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 perfonned prior to approval of insurance by the City. 6. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to properly or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. 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, 25F -35 7. 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. 8. 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 specified under this Agreement. 9. NOTICE With the exception of insurance certificates and renewals covered by Section 5,e,iv, above, 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 telefacsimile 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 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copies to: City of Santa Ana Public Works Agency 20 Civic Center Plaza, M -36 Santa Ana, CA 92702 Fax: (714) 647 -5635 and 25F -36 To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Griffin A. Wayne Vice President Commonwealth Land Title Company 4100 Newport Place Drive, Suite 120 Newport Beach, California 92660 Fax 949 -258 -5590 Email: gwayne @cltic.com 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 telefacsimile, 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. 10. 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 terns and conditions hereof, shall not bind or obligate Consultant nor 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. 11. 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 25F -37 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. 12. TERMINATION This Agreement maybe 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. 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 Iaws and regulations. 14. 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. 15. 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. 25F -38 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Atto ey By: Jose i oval Chief istaut City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT GRIFFIN A. WAYNE Vice President Commonwealth Land'fitle Company Tax ID# 25F -39 EXHIBIT A SCOPE OF SERVICES 25F -40 APPENDIX EXHIBIT A SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL REAL ESTATE TITLE AND ESCROW SERVICES RFP NO.: 14 -085 SCOPE OF WORK 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. 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 (seldom required) ➢ 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. ➢ 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 Coning 25F -41 ➢ 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. ➢ 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. ➢ Proposer shall provide a fee on City provided template Attachment 1 "Price Proposal Form ". 25F -42 EXHIBIT B FEES AND RATES 25F -43 Commonweami *M LAND TITLE COMPANY Preliminary Title Report (Fees Pronarty Type SFR's $450 Conuncrcial /Industrial $550 Utility Owned $650 City & County Owned $700 Federal, State, & Rail Road $1,000 * One free update of the title report is provided within 12 months from the time of order. From 13.24 months the cost is $350 and anything beyond 24 months will require a now search, Plotted Casements are an additional $125,00. Please allow extra time to process these. Preliminary Title Reports will contain the most current vesting decd and copies of any and all applicable underlying schedule B documents including tax and other assessment information, any and all casements and rights of way, any and all deeds, restrictions, covenants, UCC financing statements affecting property and any pending legal activity, lawsuits and bankruptcy filings of record. Our standard fees listed above include up to 3 contiguous parcel numbers with same ownership for SFR and CornmoreiaWndustrial properties located in Southern California. PTR's will be turnaround within 7 -10 business days. Notice will be given if completion is expected to be longer. Products will be distributed in soft copy formal. Additional fees could be added for "Special Handling" or when significant "Hard Costs" on a local basis is required. Properties requiring additional time and increased price are but not limited to Rail Road, Utility Owned, City, County, State, Federal, BLM or any other Government owned property. 4100 Newport Place Dr, Ste. 120 Newport Beach, Ge 92500 25F -44 COMMONWEALTH LAND TITLE INSURANCE COMPANY Basic Policy Rates for Standard Owners Policies Amowd of Insurance Base Rate (owner's) Amount or Insurance Base Rate (Owner's) Add 510.55 per $5,00 Up to and Including 530 000 $396 5185,001 -070,000 5670 530!001-35.0ra $418 5170001. 175,000 $884 35, Ot•4tl100 $418 $775,001.180000 Add $7 25 par 95,000 $40,061.45,000 5482 $180.001. 185,000 $913 4 001• 462 $185,001.100.009 928 L50,001-55,000 $472 $190,001-195,000 5 4 555.001- 00.000 $494 105,001. 200000 $957 560001.65.000 5516 5200.001.205.000 $971 $65001.70100 538 $205,001.210.000 $986 S70.001-75.000 S500 0210.001.215100 1. 0 575.001. 80,000 5582 5215,001.220.0 91014 590,001• 0 0 $804 5220901. 225100 $1.029 585 001 -80 000 5626 S 5101.230 iCi S1 043 90, Of• 5.000 $646 8230,001.23500Q 51,057 $95.001.100,000 $667 5235001.240000 91,071 Sf0 01. 09,000 9081 $2400 1.24 ,000 1180 5109,001.11 000 $695 24.001.25.000 51,100 110,0 1.115,000 5711 5, 0 1,114 5115,001. 120000 5725 D00 5120001. 125,000 719 9.000 51143 $1 Z90 1.1 0. 5754 .000 ME 00 768 ,000 51,172 S13S 001.140000 5783 0.tl00 51,1 66 140001 - 145,000 9798 3280001.285.000 $1200 9145,009.150.000 9812 $285001.290.00 .214 5150.001. 155000 5820 $290.001.295000 51.229 8155,001. 160.000 5840 $295 01- 0. 00 I 51.243 8160,001.186000 SB56 for Each Additional $5,060 ar tra40on thereof above $300,000 ease Rate (0vmer's) Litigation Guarantee Pricing is: 80% of Base Rate Minimum Charge: $485.00 cot exact Nur85 online rate calculator Is; htt : /lratacalculator.fnf.cem Up loand including 5500,000 Add 510.55 per $5,00 $1,005 Up to and including $050,000 Add 59.00 per 55,000 $2,358 Up to and Including 51,000,060 Add 59.50 per $5.000 $2.641 Up to and including $1.600.000 Add $7.60 per 55,000 53.393 Up to and Including $2,000,0p9 Add $7 25 par 95,000 $4,116 Up to and Including 52,500,000 Add S4 OD per $5.000 — S4.5j87 Up to and in eluding $3,000,000 !do $3 70 per $6,000 S4,B88 Up to and including 54,000.000 Add $3.60 per 55,000 S5,808 Over 94.000.000 Add$3.70 per 35,000 25F -45 COMMONWEALTH LAND TITLE COMPANY Escrow Fees Applicable to Orange County, CA Residential and Commercial Sale Escrow Services Transaction Amount Fee Char ed UD 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 $9001001 tc $950000 $2,160 $950,001 to $1,000,000 $21275 $1,000,001 to $2,000,000 $2 675 $2,000,001 to $3,000 000 $3,175 $3,000,001 and up Minlmum- $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 settlements #atement. State of California 42 EHeotive: January 11, 2014 _._ 25F -46 Attachment i Price Proposal Form RFP 14 -085 The following Hourly Rates and Fixed Prices shall be applicable throughout the full term of the Agreoment, including its extensions or reinstatements. Service Name Description Price or Hourly Expedited Update to Preliminary Original report provided by Service Provider Rate Price or Hourly Re art under previous contract with CITY $300,00 $450.00 Update to Preliminary Original report producod by another firm has to bean OF roved firm Re art New Preliminary Report Copy of title policy will be provided by AUTHORITY $g5o,6o New Preliminary Report Copy of title policy will rot be provided by CITY 650 CommercieffInd trial Uti ation Guarantee OPI Inal reaorl as 0n la ry Continuation Guarantee 75 Der Other Related Documents Provide tlocumanlsasrequested om are hypedinkedinto -me products of Record Chain of Title Report Issue ChainoP7lite ein 9 backs years 3200 -5,os for each; reported Chain of Title Report Issue Chain of Puts going back beyond 30 oars $300+50o roreach item reported Legal Description Assisi in Development of new legal description NIA Marketable Title Resolve issues affecting Marketable Title at, NIA described CLTA or ALTA Extend od Issue Extended Coverage Owner's Policy Coverage Owner's Policy based an Value, with following Posted Basic Rate I iced with State selected endorsements, as required: ❑ CLTA 100 Comprehensive Coverage ❑ CLTA 116 Location ❑ CLTA 103.1A Encroachment Coverage ❑ CLTA 116,1 Survey CLTA 103,4 Access through an Easement CLTA 116.4 Contiguity - CLTA 103.7 Access ❑ CLTA 116.7 Subdivision CLTA 1 10.1 Deletion of [tam from Policy CLTA 123.3 Zoning ❑ Others as required (to be quoted on an as needed basis through the Work Aggregate Policy Add Extended Coverage Owner's Policy to posted Basic Rata led Wth State A re ate Pollc Recording Services U Deeds ❑ Title Corrective Instruments Only record document we Insure. C1 Agreements ❑ Memoranda Can provide our Van ar direct information Other Instruments & Documents Escrow Services Out- 00ocket Expanses for Escrow servloosl Courier F Mall Courier Foos Overnight $15.89 Oct; Preparation Is r package 50.00 per document ❑Document Pre aratlan Courier fee based n distance of travel Other Services Provide additional services related to the Provide hourly $125.00 title, escrow and related services specified rates b 25F -47 Attachment 1 Price Proposal Form RFP 14 -086 Notes The Proposer shall not charge nor shell the CITY pay any overtime rate. No additional charges, consulting fees or retainers will apply, "WILL PROVIDE 24 HOUR ACCESS TO THE EXPRESS SYSTEM TO PLACE ORDERS, CHECK STATUS, RETRIEVE PRELIMS, DOCS AND POLICIES, 25F -48 above, at hourly rates. The scope of Inese Services will be agreed to in writing with the CITY via the Work Aulhonzalion Process given In the Agreement. personnel title. Status Reports Proposer will at no charge provide the CITY No Charge with regular order status reports on a weekly, biweekly, or monthly basis, at CITY's a tlon. Delivery of Title Contractor will at no charge provide CITY and No Charge Reports / Documents /Status its consultants with password protected Reports access to an CITY - dedicated section of Contractor's weesite, where copies of all CITY ordered reports and other documents will be posted no later than the order due date agreed upon and Indicated on the War< Authorization. Website access must be I avallable to CITY throughout the term of the I Agreement (and any renewal terms). and after expiration, for a milli Muni of three (3) months from the time all ordered documents and reports have been pasted For Policies of Title Insurance, Contractor also will mail the CITY an original for Its file. Notes The Proposer shall not charge nor shell the CITY pay any overtime rate. No additional charges, consulting fees or retainers will apply, "WILL PROVIDE 24 HOUR ACCESS TO THE EXPRESS SYSTEM TO PLACE ORDERS, CHECK STATUS, RETRIEVE PRELIMS, DOCS AND POLICIES, 25F -48 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective,) Effective Policy 4, Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 10 25F -49 25F -50