Agenda 04/09/2013 Item #16A 2 4/9/2013 16.A.2.
EXECUTIVE SUMMARY
Recommendation to award contracts to Stewart Title Company and American
Government Services Corporation under Bid # 13-6043, "Real Estate Title & Closing
Services."
OBJECTIVE: To award Bid #13-6043 "Real Estate Title & Closing Services"to Stewart Title
Company and American Government Services Corporation to provide title and closing services
for prospective right-of-way and other real property acquisitions made by the County.
CONSIDERATIONS: The Right of Way Acquisition Section of the Transportation
Engineering Department and the Real Property Management Section of the Facilities
Management Department use title companies to provide real estate title and closing services for
prospective right-of-way and other real property acquisitions. These services include the
preparation of title commitments and ownership and encumbrance reports (search and
examination of title), title research, the preparation and recording of real estate instruments
required to clear title and close real estate transactions, and the issuance of title policies.
Invitations to bid were solicited by the Purchasing Department, which sent notices to 51 firms on
January 18, 2013. Only two firms, Stewart Title Company and American Government Services
Corporation, submitted proposals by the extended deadline of February 14, 2013. Initially, the
County had eight vendors under contract on the current (2009) bid for title and closing services.
However, in recent years four of the eight firms declined to renew their annual contracts. Title
agents have become increasingly stretched with the recovery of the property market and are now
less inclined to accept County work. It would be risky to award the bid to one firm only as, if for
any reason that firm was no longer willing or able to perform the services, the County could be
left without a contracted vendor to perform these services while a new bid was being prepared.
Additionally, the County has longstanding, solid relationships with both Stewart Title Company
and American Government Services Corporation, who have served the County well over several
years.
Based on the foregoing considerations, staff's review of the bid tabulation amounts as reflected
on the attached tabulation sheet and the submitted qualifications, it was determined by staff to be
in the best interests of the County to award annual contracts (with three one-year renewals) to
both responsive firms,whose services will be used on a rotation basis.
FISCAL IMPACT: The annual agreements are "standing" agreements governing the price and
delivery of real estate title and closing services. 'When these services are required by Collier
County, they are paid for from each individual department's budget as capital improvement
projects are identified. As such, payments for these services are authorized by the Board as each
capital improvement project is authorized by the Board. Please refer to the attached bid
tabulation sheet for the fee schedule for each firm.
GROWTH MANAGEMENT IMPACT: While this item has no direct impact on the Growth
Management Plan, it is consistent with the goals of the County to streamline and expedite the
procurement of services.
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LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office,
is legally sufficient, and requires a majority vote for approval. -ERP
RECOMMENDATION: That the Board of County Commissioners award Bid#13-6043, "Real
Estate Title & Closing Services"to Stewart Title Company and American Government Services
Corporation and that the Chairman be authorized to the sign the agreements on behalf of the
Board.
Prepared by: Robert Bosch, Right-of-Way Coordinator, Transportation Engineering.
Attachments: 1) Bid Tabulation; 2) Stewart Title Company Agreement; and 3) American
Government Services Corporation Agreement.
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.A.16.A.2.
Item Summary: Recommendation to award contracts to Stewart Title Company and
American Government Services Corporation under Bid# 13-6043, "Real Estate Title & Closing
Services."
Meeting Date: 4/9/2013
Prepared By
Name: BoschRobert
Title: Right Of Way Coordinator,Transportation Engineerin
2/20/2013 3:10:16 PM
Approved By
Name: BrilhartBrenda
Title: Purchasing Agent,Purchasing&General Services
Date: 3/14/2013 10:54:54 AM
Name:HendricksKevin
Title: Manager-Right of Way,Transportation Engineering
Date: 3/14/2013 2:14:52 PM
Name: WardKelsey
Title:Manager-Contracts Administration,Purchasing&Ge
Date: 3/18/2013 11:24:28 AM
Name: LynchDiane
Title:Administrative Assistant
Date: 3/18/2013 11:44:22 AM
Name:AhmadJay
Title:Director-Transportation Engineering,Transportation Engineering&Construction Management
Date: 3/18/2013 2:06:34 PM
Name: ShueGene
Date: 3/19/2013 11:25:59 AM
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4/9/2013 16.A.2.
Name: TaylorLisa
Title: Management/Budget Analyst,Transportation Administr
Date: 3/19/2013 12:54:33 PM
Name: MarkiewiczJoanne
Title: Manager-Purchasing Acquisition,Purchasing&Gene
Date: 3/19/2013 3:55:36 PM
Name: KearnsAllison
Date: 3/20/2013 9:34:05 AM
Name: PepinEmily
Title: Assistant County Attorney, CAO Litigation
Date: 3/22/2013 10:50:26 AM
Name: MarcellaJeanne
Title: Executive Secretary,Transportation Planning
Date: 3/28/2013 8:07:51 AM
Name: PepinEmily
Title: Assistant County Attorney, CAO Litigation
Date: 3/28/2013 1:18:49 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 3/28/2013 1:46:00 PM
Name:UsherSusan
Title: Management/Budget Analyst, Senior,Office of Manage
Date: 4/1/2013 12:14:10 PM
Name: FinnEd
Title: Senior Budget Analyst, OMB
Date: 4/1/2013 2:42:47 PM
Name: OchsLeo
Title: County Manager
Date: 4/1/2013 3:18:48 PM
otook
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AGREEMENT13-6043
for
Real Estate Title &Closing Services
THIS AGREEMENT, made and entered into on this day of 2013, by
and between Stewart Title Company authorized to do business in the State of Florida, whose
business address is 3936 North Tamiami Trail,Suite A, Naples, FL 34103, (the "Vendor") and
Collier County,a political subdivision of the State of Florida, (the "County"):
WITNESSETH:
1. CONTRACT TERM. The contract shall be for a one (1) year period,commencing on the
date of Board award and terminating one (1) year from that date, unless renewed in
accordance with the paragraph below.
The County may, at its discretion and with the consent of the Vendor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Vendor written notice of
the County's intention to extend the Agreement term not less than ten (10) days prior to
the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Vendor shall provide preparation and delivery of title
commitments and real estate closing services in accordance with the terms and
conditions of Bid #13-6043, Exhibit "A" Specifications, and the Vendor's proposal
referred to herein and made an integral part of this agreement. This Agreement contains
the entire understanding between the parties and any modifications to this Agreement
shall be mutually agreed upon in writing by the Vendor and the County Project or
Contract Manager or his designee, in compliance with the County Purchasing Policy
and Administrative Procedures in effect at the time such services are authorized.
3. THE CONTRACT SUM. The County shall pay the Vendor for the performance of this
Agreement based on the prices set forth in Exhibit B, attached herein and incorporated
by reference, subject to Change Orders as approved in advance by the County. Payment
will be made upon receipt of a proper invoice and upon approval by the Project
Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise
known as the "Local Government Prompt Payment Act".
3.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
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months after completion of contract. Any untimely submission of invoices beyond the
specified deadline period is subject to non-payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect to
the timely submission of invoices under this agreement.
4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
Stewart Title Company
3936 North Tamiami Trail,Suite A
Naples,FL 34103
Attention: Ms. Betty Huff, Division President
Telephone: 239-262-2163
Facsimile: 239-262-7904
Email: betty.huff@stewart.com
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail,East
Naples,Florida 34112
Attention: Joanne Markiewicz, Interim Director, Purchasing&General Services
Telephone: 239-252-8975
Facsimile: 239-252-6480
The Vendor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for
all such permits issued by the County shall be processed internally by the County. All
non-County permits necessary for the prosecution of the Work shall be procured and
paid for by the Vendor. The Vendor shall also be solely responsible for payment of any
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and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government
now in force or hereafter adopted. The Vendor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Vendor.
8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor fail to correct any such violation,conduct, or
practice to the satisfaction of the County within twenty-four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
violation is cured. The Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
9. TERMINATION. Should the Vendor be found to have failed to perform his services in
a manner satisfactory to the County as per this Agreement, the County may terminate
iiesk
said agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of
non-performance.
In the event that the County terminates this Agreement, Vendor's recovery against the
County shall be limited to that portion of the Contract Amount earned through the date
of termination. The Vendor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on
portions of the services not performed.
10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin.
11. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Vendor's; Products
and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
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C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of$1,000,000 for
each accident.
D. Professional Liability: Shall be maintained by the Vendor to ensure its legal liability
for claims arising out of the performance of professional services under this Agreement.
Vendor waives its right of recovery against County as to any claims under this
insurance. Such insurance shall have limits of not less than$1,000,000 each claim and in
the aggregate.
Ii
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Vendor during the duration of this Agreement. The Vendor shall provide
County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County thirty (30) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: thirty (30) days prior written notice, or in accordance with policy
provisions
Vendor shall ensure that all sub-contractors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County with
certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Vendor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor
or anyone employed or utilized by the Vendor in the performance of this Agreement.
This indemnification obligation shall not be construed to negate, abridge or reduce any
other rights or remedies which otherwise may be available to an indemnified party or
person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
12.1 The duty to defend under this Article 13 is independent and separate from the
duty to indemnify, and the duty to defend exists regardless of any ultimate liability of
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the Vendor, County and any indemnified party. The duty to defend arises
immediately upon presentation of a claim by any party and written notice of such
claim being provided to Vendor. Vendor 's obligation to indemnify and defend under
this Article 13 will survive the expiration or earlier termination of this Agreement until
it is determined by final judgment that an action against the County or an indemnified
party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Right-of-Way Department.
14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, Bid#13-6043- Specifications and
Addendum.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
Amok
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Vendor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Vendor to comply with the laws referenced herein shall
constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
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19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties,the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Vendor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Vendor with full decision-making authority and
by County's staff person who would.make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102,Fla. Stat.
23. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. KEY PERSONNEL/PROTECT STAFFING: The Vendor's personnel and management to
be utilized for this project shall be knowledgeable in their areas of expertise. The
County reserves the right to perform investigations as may be deemed necessary to
ensure that competent persons will be utilized in the performance of the contract. The
Vendor shall assign as many people as necessary to complete the project on a timely
basis, and each person assigned shall be available for an amount of time adequate to
meet the dates set forth in the Project Schedule. The Vendor shall not change Key
Personnel unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and/or experience. (2) that the County is
notified in writing as far in advance as possible. The Vendor shall make commercially
reasonable efforts to notify Collier County within seven (7) days of the change. The
County retains final approval of proposed replacement personnel.
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25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of AORIAK
any of the Contract Documents, the terms of the Invitation for Bid (ITB) and/or the
Vendor's Proposal, the Contract Documents shall take precedence. In the event of any
conflict between the terms of the ITB and the Vendor's Proposal, the language in the ITB
would take precedence.
26. ASSIGNMENT: Vendor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If Vendor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Vendor all of the obligations and
responsibilities that Vendor has assumed toward the County.
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IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY,FLORIDA
Dwight E. Brock,Clerk of Courts
By: By:
Dated: Georgia A. Hiller, Esq.,Chairwoman
(SEAL)
Stewart Title Company
Vendor
By:
First Witness Signature
1'Type/print witness nameT
Second Witness Type/print signature and title
TType/print witness nameT
Approved as to form and
legal sufficiency:
Assistant County Attorney
II
Print Name
Page
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EXHIBIT A
SPECIFICATIONS
Preparation and Delivery of Title Commitments, issuance of Title Policies,and Real Estate
Closing Services
A.Background Information
Unlike the manner in which title commitments are normally ordered, Collier County
(County) usually does not find the property it needs already listed for sale by its current
owner. For each major land rights acquisition project (utility mains, roadway expansions,
etc.), the County must contact the record title holders of the property and inform them as to
how much of their property is sought for the construction of the contemplated
improvements.
Step One in the County's acquisition process is the preparation of legal descriptions of
parcels of land or easements that the engineers and surveyors have determined are necessary
in order to construct the proposed improvements. Once these legal descriptions are received
by the acquisition department, copies are supplied to the real estate appraiser(s) and title
company(s) selected for the project. For this reason, the dollar value of the property is not yet
known at the time the commitment order is placed. Proposed policy values, therefore, are
usually "TBD" (To Be Determined).
In addition, the County rarely purchases entire subdivided lots in platted subdivisions. The
greatest volume of work will be in support of roadway expansion projects, where strips of
land from the frontage of properties must be acquired to expand the right-of-way corridor.
Also, because the County rarely finds just these "strip takings" already listed for sale, our
purchase negotiations take far longer than the average real estate transaction. It can often be
ten (10) or twelve (12) months, or longer, between the time that the County first places an
order for a title commitment, and the time that the County closes on the purchase of the
property and orders a title policy.
Because the County must order its title commitments in advance of reaching an agreement in
order to ensure the County is, in fact, negotiating with the persons and/or companies with
the lawful authority to sell, the County does not know at that time whether or not the County
will be able to close the transaction. When the asking price of the property simply cannot be
justified in the public interest, the County may change the design and consider locating its
improvements elsewhere or the County may condemn the property. Condemnation also
becomes inevitable if the project schedule does not allow enough time to resolve a complex
title problem, such as the need for an estate to go through probate before the land can be
disposed of through a typical real estate closing. If the property is condemned,a title policy
will not be ordered. Even when the County is able to close the transaction, the County is
under no obligation to order a policy and,more often than not,will not do so.
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While the County occasionally requires a title commitment on a single property, more than
likely, the County will be involved in a major public works project which affects many
properties at the same time. For this reason, title commitments are often ordered in numbers
(sometimes as many as twenty (20) to forty (40) at once). This is why the specifications for
Preparation and Delivery of Title Commitments address the staggered delivery of title
commitments where large numbers are ordered at once. (See paragraph 12 below.)
This Agreement includes the actual preparation of the legal instruments necessary to comply
with the Schedule B-1 "Requirements" portion of the title commitment, and for those services
required to obtain the proper execution of all necessary instruments including, but not
limited to,conveyance instruments,releases, subordination, affidavits, requests for estoppel,
special assessments, tax prorations, and the preparation of closing statements required to
close the real estate transaction and issue the title policy.
The actual offer letters and official notices will be sent to the property owners by County
staff; all negotiations will be conducted by County staff; and all purchase agreements or
easement agreements will be drafted by County staff. Upon the bilateral execution of a
purchase agreement or easement agreement by the owner and County, the file may be turned
over to the title company to close the transaction.
B.Title Commitment Preparation
1. Unless a prior title insurance policy is obtained, title Commitments must be based on no
less than a 30-year search and are to be prepared as follows:
a) Schedule "A" must identify the specific interest in real property to be acquired by the
County, the current record title holder of the fee simple interest in said real property,
and the exact manner in which said title is currently held;
b) Schedule "B-1" must list only those requirements necessary to guarantee insurability
in the event a title policy is to be purchased. Requirements should be listed in reverse
chronological order, beginning with the particular instrument which must be executed
by the current title holder in order to vest that particular real property interest with
the County;and
c) Schedule "B-2" must list only those easements and other exceptions to which any title
policy would be subject (see Paragraph 3). These must be listed in reverse
chronological order.
2. In addition to the title commitments issued pending a fee simple acquisition, Company
shall provide title commitments for easement acquisition, and shall NOT, in such cases,
require the execution of a warranty deed, but shall instead itemize as a requirement the
recording of an easement for the purpose(s) specified in the County's purchase order.
3. The County may request Company to issue a title commitment for the entire parent
tract, or for only a portion of the parent tract. In the case of the latter, Schedule B-II shall
list only those exceptions applicable to the subject parcel (and shall not include those
exceptions applicable to the remainder of the parent tract). County will provide
Company with a legal description of the subject parcel simultaneously with the
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Purchase Order. If the search reveals that the subject parcel is under multiple
ownership (excluding undivided share ownership), Company shall immediately notify
County and suspend all further work on the subject parcel to allow County to determine
whether it is necessary to split the legal description into two or more parcels.
4. All title commitments issued by Company to County must contain verification that
Company has checked the names of all "relevant parties to the transaction" (defined in
this case as sellers, buyers and any non-traditional lenders) against the "Specially
Designated Nationals and Blocked Persons" (SDN) list published by the Office of
Foreign Assets Control (OFAC). If Company's search discloses a "match," the
commitment must include, in Schedule B-1, a statement that a match against the SDN
list was found.
5. All title commitments must contain the Project Number and Project Parcel Number
provided to Company by County.
6. At the request of County, Company shall issue an endorsement or update of a title
commitment; and upon County's compliance with the requirements as set forth in
Schedule "B-1" and payment of the risk premium at the contract rate, Company shall
issue County a title policy for levels of coverage equivalent to the values of the interest
in real property sought by County.
7. Reissue credit will be given toward the cost of County's title policy whenever possible.
Therefore, Company shall make every reasonable effort to ascertain whether a previous
policy exists and secure a copy of any prior policies for which reissue credit can be
given.
8. "Owner's Amount" (property value) shall state, "TO BE DETERMINED" upon the
initial issuance of the title commitment. Unlike typical real estate purchasers, the
County often seeks title information long before the valuation of the interest to be
acquired is complete.
9. In addition to the terms and conditions governing invoicing contained in Paragraph 3 of
the Annual Agreement for Title Commitments, all invoices, bills and/or statements
must specify the exact service performed, i.e., issuance of title commitment, issuance of
title policy, etc. All invoices submitted for payment must be originals (unless submitted
via email) on Company letterhead; must list Company as "payee"; and must reference
the PO number, Project Number and Project Parcel number provided to Company by
County. Invoices from entities other than the Company under annual contract with the
County will not be paid.
10. County shall pay no penalty, fee or other charge for failure to order a title policy or
utilize the closing services of Vendor. In such instances, payments made by the County
for title commitments and updated search reports shall be payment in full for title
services rendered by Vendor related to the subject real estate. Note that County's
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current practice is to conduct closings in-house and to order policies only in exceptional
circumstances.
11. Title commitments and updated search reports shall include as attachments legible
copies of all state and federal tax liens, ad valorem tax deficiencies, mechanic's and
materialmen's liens, mortgages and financing statements, judgments, lis pendens,
contracts for deed, recorded leases, easements and any and all covenants and
restrictions of record affecting the real property sought by the County. (Copies of
encumbrances that affect the parent tract but which do not affect the subject parcels
being acquired by County are not to be included.)
Where the portion of property sought by the County is part of the common elements or
property of any condominium, homeowner's association, property owner's association
or civic association, Company shall include with the title commitment a copy of all
recorded instruments pertinent to said association, including but not limited to,
declarations or protective covenants and restrictions, articles of incorporation, and
corporate by-laws. Recognizing that these documents can be quite voluminous,
Company shall contact County if there is doubt as to whether said copies are necessary.
IMPORTANT: There shall be NO limitation on the reporting of encumbrances.
Reporting encumbrances created back only as far as the date of the last institutional
mortgage encumbering the property does NOT serve the interests of Collier County.
Collier County has a need to examine ALL easements and reservations which might
limit the right of the County to use the property, or which might place the County in an
inferior position relative to possible facilities conflicts, regardless of when the
encumbrance was first created. The typical purchaser of real estate will take title subject
to existing easements. Not so with Collier County.
Copies of instruments should be attached to the title commitment in the same reverse
chronological order as listed in Schedules "B-1" and "B-2". After the copy of the
instrument that evidences the current record title holder, there should be attached in
reverse chronological order copies of all those instruments listed in Schedule "B-1",
followed by all of those instruments listed in Schedule "B-2" in reverse chronological
order.
12. Delivery of the title commitments shall be in accordance with the schedule below,where
"delivery schedule" constitutes the total number of business days lapsing between
issuance of Purchase Order by County and delivery by company of completed title
commitments.
Number of Title Commitments or Ownership Delivery Schedule**
& Encumbrance Reports Ordered
1 to 3 10 Business Days
4 to 6 15 Business Days
7 to 12 20 Business Days
13 to 25 25 Business Days
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26 to 35 30 Business Days
Over 35 To be negotiated
Update 10 Business Days
Revision of legal description(s) 5 Business Days
Miscellaneous Real Estate and Title
Research Services To be negotiated
13. Company shall NOT require a certified survey as a pre-condition to issuance of a title
policy.
14. Certificates of Good Standing from the office of the Secretary of State shall NOT be
listed as a B-I requirement. County shall provide a copy of the Corporate Detail Record
showing current corporate status, along with the Directors/Officers of the corporation
from the Florida Department of State, Division of Corporations web site.
15. The recording of corporate resolutions in the public records shall NOT be listed as a B-I
requirement.
16. Schedule B-1, Requirements, may call for an Amended Notice of Commencement OR a
Partial Termination, but shall not require total termination of the Notice of
Commencement unless all intended improvements have been completed.
17. Company shall provide the Property Appraiser's folio number for the parent tract from
which County seeks an interest in real property. Where County furnishes a folio
number or ownership information, this is always subject to verification by Company.
Ad Valorem taxes, both current and delinquent, if any, shall be itemized in the title
commitment.
18. Initial orders for title commitments shall be in writing either on County letterhead, fax
transmittal form or email, and must include the name of the County employee placing
the order. Updates and endorsements may be ordered by phone.
19. Company will immediately notify County of any determinations made by its
underwriter that newly enacted Florida Statutes, Florida Department of Financial
Services ("DFS") guidelines or federally mandated restrictions affect Company's ability
to comply with the terms of this contract proposal.
C. Real Estate Closing Services
Company will be provided electronic copies in Microsoft WORD format of the County's
format instruments which have been approved by the Office of the County Attorney.
Upon reaching an agreement with the Property Owner, and obtaining the execution of same
by the Chairman of the Board of County Commissioners, the parcel file may be turned over
to the Title Company for the preparation of legal instruments and the assemblage of all
releases, subordinations, estoppels, prorations and other required documents. The Right-of-
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Way Acquisition office will forward an email to Company with an attached "Request for
Y q Y
Closing Services" and fully executed copy of the Agreement, together with any "specific"
instructions that may be required. Company will work with the property owners to set a
timely closing date.
Company must email the closing statement to the Acquisition Specialist for review and
approval. Within four (4) weeks following County's approval of the Closing Statement,
County will provide Company all funds required to Close.
When conducting real estate closing services for the County, Company shall ascertain the
status of any existing title policies and attempt to secure a copy of said policy for purposes of
reissue credit against the cost of any owner's title policy to be issued to County. (The
percentage of available reissue credit given for"partial acquisitions" will directly correspond
with percentages of the insured property being conveyed to County). Company shall record
the appropriate documents in the public records and notify the Acquisition Specialist that the
closing has occurred. Copies of all executed closing documents, including any B-I
requirements, will be provided to County.
In order to comply with both the purchasing policy of County and requirements of most title
underwriters, Company will email to County a "pdf" copy of the original title policy
simultaneously with submission of the original invoice for services. Company will then
deliver the original executed title policy immediately upon receipt of payment from County.
(As an alternative, Company can deliver the original title policy simultaneously with
submission of the original invoice for services.)
D. Ownership and Encumbrance Report
The following is a description of the service/product the County requires:
1. A report entitled "Ownership and Encumbrance Report" in the form of a cover letter
identifying: (1) the record title holder to the subject property, as well as (2) all claims,
liens, and other interests in real property attaching to and encumbering the subject
property (mortgages,easements,judgments,mechanic liens,tax certificates,etc.).
IMPORTANT: There shall be NO limitation on the reporting of encumbrances.
Reporting encumbrances created back only as far as the date of the last institutional
mortgage encumbering the property does NOT serve the interests of Collier County.
Collier County has a need to examine ALL easements and reservations which might
limit the right of the County to use the property, or which might place the County in an
inferior position relative to possible facilities conflicts, regardless of when the
encumbrance was first created. The typical purchaser of real estate will take title subject
to existing easements. Not so with Collier County.
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2. A legible copy of each instrument referenced in the report (including the owner's deed)
MUST be attached to each report. Copies of County Resolutions and Ordinances (which
would normally be listed as exceptions to the issuance of a title policy) need not be
provided. However, copies of Declarations of Covenants and Restrictions, and the By-
Laws and the Articles of Incorporation for Condominium and Homeowner
Associations, MUST be attached to each Ownership and Encumbrance report on
condominium and HOA common element properties. The Property Appraiser's Folio
Number and Collier County's project and project parcel numbers MUST also be
provided for each parcel.
NOTE: Providing an abstract of title does NOT fulfill or substitute for the requirements
outlined above for Ownership and Encumbrance Reports.
E. Miscellaneous Real Estate and Title Research Services
From time to time, Collier County has a need for miscellaneous real estate and title research
services,such as:
• A need to review just the deeds ONLY for each property in of a group of properties.
• A need to review all of the deeds and or mortgages having been recorded within a
particular time frame,within a defined geographic boundary.
• Locating and producing a copy of a deed or easement in favor of Collier County which
might document the existence of a public right-of-way and which is missing from the
County's inventory.
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Exhibit B
Price Schedule
Contract# 13-6043
Title Commitment $ 400.00
(Upon policy issuance, a credit will be given (flat rate)
to County in the amount of $ (50.00)
Update of Commitment $ 125.00
(Endorsement to Initial Commitment) (flat rate)
Revision of legal description(s) $ 75.00
(flat rate)
Urgency Fee (for title work needed sooner than $ 75.00
delivery schedule contained in specifications) (flat rate)
Risk Premiums for Title Insurance(Over&above minimum $100 rate set forth in law) (Note:
Insurance amounts will be rounded up to the next multiple of$100 for purposes of all premium
calculations)
$0 to $100,000 real property value $5.75/$1,000
$100,001 to $1,000,000 real property value $5.00/$1,000
$1,000,001 to$5,000,000 real property value $2.50/$1,000
$5,000,001 to $10,000,000 real property value $2.25/$1,000
Over$10,000,000 real property value $2.00/$1,000
Real Estate Closing Services $375.001$1,000 per closing
Ownership and Encumbrance Report(optional) $150.00 Residential
Ownership and Encumbrance Report(optional $350.00 Commercial
Miscellaneous Real Estate and Title Research
Services (optional) $ N/A per hour
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AGREEMENT13-6043
for
Real Estate Title &Closing Services
THIS AGREEMENT, made and entered into on this day of 2013, by
and between American Government Services Corporation, authorized to do business in the
State of Florida, whose business address is 3812 W. Linebaugh Avenue, Tampa, FL 33618,
(the "Vendor") and Collier County, a political subdivision of the State of Florida, (the
"County"):
WITNESSETH:
1. CONTRACT TERM. The contract shall be for a one (1) year period,commencing on the
date of Board award and terminating one (1) year from that date, unless renewed in
accordance with the paragraph below.
The County may, at its discretion and with the consent of the Vendor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Vendor written notice of
the County's intention to extend the Agreement term not less than ten(10) days prior to
the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Vendor shall provide preparation and delivery of title
commitments and real estate closing services in accordance with the terms and
conditions of Bid #13-6043, Exhibit "A" Specifications, and the Vendor's proposal
referred to herein and made an integral part of this agreement.This Agreement contains
the entire understanding between the parties and any modifications to this Agreement
shall be mutually agreed upon in writing by the Vendor and the County Project or
Contract Manager or his designee, in compliance with the County Purchasing Policy
and Administrative Procedures in effect at the time such services are authorized.
3. THE CONTRACT SUM. The County shall pay the Vendor for the performance of this
Agreement based on the prices set forth in Exhibit B, attached herein and incorporated
by reference, subject to Change Orders as approved in advance by the County. Payment
will be made upon receipt of a proper invoice and upon approval by the Project
Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise
known as the "Local Government Prompt Payment Act".
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3.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of contract. Any untimely submission of invoices beyond the
specified deadline period is subject to non-payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect to
the timely submission of invoices under this agreement.
4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
American Government Services Corporation
3812 W. Linebaugh Avenue
Tampa, FL 33618
Attention: Ms. Wendi McAleese, President
Telephone: 813-933-3322
Facsimile: 813-594-0471
Email: cmdarbv@agsres.com
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail,East
Naples, Florida 34112
Attention:Joanne Markiewicz, Interim Director, Purchasing&General Services
Telephone: 239-252-8975
Facsimile: 239-252-6480
The Vendor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for
all such permits issued by the County shall be processed internally by the County. All
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non-County permits necessary for the prosecution of the Work shall be procured and
paid for by the Vendor. The Vendor shall also be solely responsible for payment of any
and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government
now in force or hereafter adopted. The Vendor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Vendor.
8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or
practice to the satisfaction of the County within twenty-four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
violation is cured. The Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
9. TERMINATION. Should the Vendor be found to have failed to perform his services in
a manner satisfactory to the County as per this Agreement, the County may terminate
said agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of
non-performance.
In the event that the County terminates this Agreement, Vendor's recovery against the
County shall be limited to that portion of the Contract Amount earned through the date
of termination. The Vendor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on
portions of the services not performed.
10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race,sex,color,creed or national origin.
11. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Vendor's; Products
and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
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Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $1,000,000 for
each accident.
D. Professional Liability: Shall be maintained by the Vendor to ensure its legal liability
for claims arising out of the performance of professional services under this Agreement.
Vendor waives its right of recovery against County as to any claims under this
insurance. Such insurance shall have limits of not less than$1,000,000 each claim and in
the aggregate.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Vendor during the duration of this Agreement. The Vendor shall provide
County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County thirty (30) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: thirty (30) days prior written notice, or in accordance with policy
provisions
Vendor shall ensure that all sub-contractors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County with
certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Vendor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor
or anyone employed or utilized by the Vendor in the performance of this Agreement.
This indemnification obligation shall not be construed to negate, abridge or reduce any
other rights or remedies which otherwise may be available to an indemnified party or
person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
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12.1 The duty to defend under this Article 13 is independent and separate from the
duty to indemnify, and the duty to defend exists regardless of any ultimate liability of
the Vendor, County and any indemnified party. The duty to defend arises
immediately upon presentation of a claim by any party and written notice of such
claim being provided to Vendor. Vendor 's obligation to indemnify and defend under
this Article 13 will survive the expiration or earlier termination of this Agreement until
it is determined by final judgment that an action against the County or an indemnified
party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Right-of-Way Department.
14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, Bid#13-6043- Specifications and
Addendum.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual and/or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and/or quotes; and, c.
immediate termination of any contract held by the individual and/or firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Vendor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Vendor to comply with the laws referenced herein shall
constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
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19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Vendor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Vendor with full decision-making authority and
by County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102,Fla. Stat.
23. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. KEY PERSONNEL/PROTECT STAFFING: The Vendor's personnel and management to
be utilized for this project shall be knowledgeable in their areas of expertise. The
County reserves the right to perform investigations as may be deemed necessary to
ensure that competent persons will be utilized in the performance of the contract. The
Vendor shall assign as many people as necessary to complete the project on a timely
basis, and each person assigned shall be available for an amount of time adequate to
meet the dates set forth in the Project Schedule. The Vendor shall not change Key
Personnel unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and/or experience. (2) that the County is
notified in writing as far in advance as possible. The Vendor shall make commercially
reasonable efforts to notify Collier County within seven (7) days of the change. The
County retains final approval of proposed replacement personnel.
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25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the Invitation for Bid (ITB) and/or the
Vendor's Proposal, the Contract Documents shall take precedence. In the event of any
conflict between the terms of the ITB and the Vendor's Proposal, the language in the ITB
would take precedence.
26. ASSIGNMENT: Vendor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein,without the County's consent, shall be void. If Vendor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Vendor all of the obligations and
responsibilities that Vendor has assumed toward the County.
Amok
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IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY,FLORIDA
Dwight E. Brock, Clerk of Courts
By: By:
Dated: Georgia A. Hiller, Esq.,Chairwoman
(SEAL)
American Government Services Corporation
Vendor
By:
First Witness Signature
1'Type/print witness namel'
Second Witness Type/print signature and title
1'Type/print witness namel'
Approved as to form and
legal sufficiency:
Assistant County Attorney
ICI
Print Name
Ii
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EXHIBIT A
SPECIFICATIONS
Preparation and Delivery of Title Commitments, issuance of Title Policies,and Real Estate
Closing Services
A. Background Information
Unlike the manner in which title commitments are normally ordered, Collier County
(County) usually does not find the property it needs already listed for sale by its current
owner. For each major land rights acquisition project (utility mains, roadway expansions,
etc.), the County must contact the record title holders of the property and inform them as to
how much of their property is sought for the construction of the contemplated
improvements.
Step One in the County's acquisition process is the preparation of legal descriptions of
parcels of land or easements that the engineers and surveyors have determined are necessary
in order to construct the proposed improvements. Once these legal descriptions are received
by the acquisition department, copies are supplied to the real estate appraiser(s) and title
company(s) selected for the project. For this reason, the dollar value of the property is not yet
known at the time the commitment order is placed. Proposed policy values, therefore, are
usually"TBD" (To Be Determined).
Amok
In addition, the County rarely purchases entire subdivided lots in platted subdivisions. The
greatest volume of work will be in support of roadway expansion projects, where strips of
land from the frontage of properties must be acquired to expand the right-of-way corridor.
Also, because the County rarely finds just these "strip takings" already listed for sale, our
purchase negotiations take far longer than the average real estate transaction. It can often be
ten (10) or twelve (12) months, or longer, between the time that the County first places an
order for a title commitment, and the time that the County closes on the purchase of the
property and orders a title policy.
Because the County must order its title commitments in advance of reaching an agreement in
order to ensure the County is, in fact, negotiating with the persons and/or companies with
the lawful authority to sell, the County does not know at that time whether or not the County
will be able to close the transaction. When the asking price of the property simply cannot be
justified in the public interest, the County may change the design and consider locating its
improvements elsewhere or the County may condemn the property. Condemnation also
becomes inevitable if the project schedule does not allow enough time to resolve a complex
title problem, such as the need for an estate to go through probate before the land can be
disposed of through a typical real estate closing. If the property is condemned,a title policy
will not be ordered. Even when the County is able to close the transaction, the County is
under no obligation to order a policy and, more often than not,will not do so.
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While the County occasionally requires a title commitment on a single property, more than
likely, the County will be involved in a major public works project which affects many
properties at the same time. For this reason, title commitments are often ordered in numbers
(sometimes as many as twenty (20) to forty (40) at once). This is why the specifications for
Preparation and Delivery of Title Commitments address the staggered delivery of title
commitments where large numbers are ordered at once. (See paragraph 12 below.)
This Agreement includes the actual preparation of the legal instruments necessary to comply
with the Schedule B-1 "Requirements" portion of the title commitment, and for those services
required to obtain the proper execution of all necessary instruments including, but not
limited to,conveyance instruments,releases, subordinations, affidavits,requests for estoppel,
special assessments, tax prorations, and the preparation of closing statements required to
close the real estate transaction and issue the title policy.
The actual offer letters and official notices will be sent to the property owners by County
staff; all negotiations will be conducted by County staff; and all purchase agreements or
easement agreements will be drafted by County staff. Upon the bilateral execution of a
purchase agreement or easement agreement by the owner and County, the file may be turned
over to the title company to close the transaction.
B. Title Commitment Preparation
1. Unless a prior title insurance policy is obtained, title Commitments must be based on no
less than a 30-year search and are to be prepared as follows:
a) Schedule "A" must identify the specific interest in real property to be acquired by the
County, the current record title holder of the fee simple interest in said real property,
and the exact manner in which said title is currently held;
b) Schedule "B-1" must list only those requirements necessary to guarantee insurability
in the event a title policy is to be purchased. Requirements should be listed in reverse
chronological order, beginning with the particular instrument which must be executed
by the current title holder in order to vest that particular real property interest with
the County; and
c) Schedule "B-2" must list only those easements and other exceptions to which any title
policy would be subject (see Paragraph 3). These must be listed in reverse
chronological order.
2. In addition to the title commitments issued pending a fee simple acquisition, Company
shall provide title commitments for easement acquisition, and shall NOT, in such cases,
require the execution of a warranty deed, but shall instead itemize as a requirement the
recording of an easement for the purpose(s) specified in the County's purchase order.
3. The County may request Company to issue a title commitment for the entire parent
tract, or for only a portion of the parent tract. In the case of the latter,Schedule B-II shall
list only those exceptions applicable to the subject parcel (and shall not include those
exceptions applicable to the remainder of the parent tract). County will provide
Company with a legal description of the subject parcel simultaneously with the
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Purchase Order. If the search reveals that the subject parcel is under multiple
ownership (excluding undivided share ownership), Company shall immediately notify
County and suspend all further work on the subject parcel to allow County to determine
whether it is necessary to split the legal description into two or more parcels.
4. All title commitments issued by Company to County must contain verification that
Company has checked the names of all "relevant parties to the transaction" (defined in
this case as sellers, buyers and any non-traditional lenders) against the "Specially
Designated Nationals and Blocked Persons" (SDN) list published by the Office of
Foreign Assets Control (OFAC). If Company's search discloses a "match," the
commitment must include, in Schedule B-1, a statement that a match against the SDN
list was found.
5. All title commitments must contain the Project Number and Project Parcel Number
provided to Company by County.
6. At the request of County, Company shall issue an endorsement or update of a title
commitment; and upon County's compliance with the requirements as set forth in
Schedule "B-1" and payment of the risk premium at the contract rate, Company shall
issue County a title policy for levels of coverage equivalent to the values of the interest
in real property sought by County.
Amok
7. Reissue credit will be given toward the cost of County's title policy whenever possible.
Therefore, Company shall make every reasonable effort to ascertain whether a previous
policy exists and secure a copy of any prior policies for which reissue credit can be
given.
8. "Owner's Amount" (property value) shall state, "TO BE DETERMINED" upon the
initial issuance of the title commitment. Unlike typical real estate purchasers, the
County often seeks title information long before the valuation of the interest to be
acquired is complete.
9. In addition to the terms and conditions governing invoicing contained in Paragraph 3 of
the Annual Agreement for Title Commitments, all invoices, bills and/or statements
must specify the exact service performed, i.e., issuance of title commitment, issuance of
title policy, etc. All invoices submitted for payment must be originals (unless submitted
via email) on Company letterhead; must list Company as "payee"; and must reference
the PO number, Project Number and Project Parcel number provided to Company by
County. Invoices from entities other than the Company under annual contract with the
County will not be paid.
10. County shall pay no penalty, fee or other charge for failure to order a title policy or
utilize the closing services of Vendor. In such instances, payments made by the County
for title commitments and updated search reports shall be payment in full for title
services rendered by Vendor related to the subject real estate. Note that County's
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current practice is to conduct closings in-house and to order policies only in exceptional
circumstances.
11. Title commitments and updated search reports shall include as attachments legible
copies of all state and federal tax liens, ad valorem tax deficiencies, mechanic's and
materialmen's liens, mortgages and financing statements, judgments, lis pendens,
contracts for deed, recorded leases, easements and any and all covenants and
restrictions of record affecting the real property sought by the County. (Copies of
encumbrances that affect the parent tract but which do not affect the subject parcels
being acquired by County are not to be included.)
Where the portion of property sought by the County is part of the common elements or
property of any condominium, homeowner's association, property owner's association
or civic association, Company shall include with the title commitment a copy of all
recorded instruments pertinent to said association, including but not limited to,
declarations or protective covenants and restrictions, articles of incorporation, and
corporate by-laws. Recognizing that these documents can be quite voluminous,
Company shall contact County if there is doubt as to whether said copies are necessary.
IMPORTANT: There shall be NO limitation on the reporting of encumbrances.
Reporting encumbrances created back only as far as the date of the last institutional
mortgage encumbering the property does NOT serve the interests of Collier County.
Collier County has a need to examine ALL easements and reservations which might
limit the right of the County to use the property, or which might place the County in an
inferior position relative to possible facilities conflicts, regardless of when the
encumbrance was first created. The typical purchaser of real estate will take title subject
to existing easements. Not so with Collier County.
Copies of instruments should be attached to the title commitment in the same reverse
chronological order as listed in Schedules "B-1" and "B-2". After the copy of the
instrument that evidences the current record title holder, there should be attached in
reverse chronological order copies of all those instruments listed in Schedule "B-1",
followed by all of those instruments listed in Schedule "B-2" in reverse chronological
order.
12. Delivery of the title commitments shall be in accordance with the schedule below,where
"delivery schedule" constitutes the total number of business days lapsing between
issuance of Purchase Order by County and delivery by company of completed title
commitments.
Number of Title Commitments or Ownership Delivery Schedule**
&Encumbrance Reports Ordered
1 to 3 10 Business Days
4 to 6 15 Business Days
7 to 12 20 Business Days
13 to 25 25 Business Days
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26 to 35 30 Business Days
Over 35 To be negotiated
Update 10 Business Days
Revision of legal description(s) 5 Business Days
Miscellaneous Real Estate and Title
Research Services To be negotiated
13. Company shall NOT require a certified survey as a pre-condition to issuance of a title
policy.
14. Certificates of Good Standing from the office of the Secretary of State shall NOT be
listed as a B-I requirement. County shall provide a copy of the Corporate Detail Record
showing current corporate status, along with the Directors/Officers of the corporation
from the Florida Department of State, Division of Corporations web site.
15. The recording of corporate resolutions in the public records shall NOT be listed as a B-I
requirement.
16. Schedule B-1, Requirements, may call for an Amended Notice of Commencement OR a
Partial Termination, but shall not require total termination of the Notice of
Commencement unless all intended improvements have been completed.
17. Company shall provide the Property Appraiser's folio number for the parent tract from
which County seeks an interest in real property. Where County furnishes a folio
number or ownership information, this is always subject to verification by Company.
Ad Valorem taxes, both current and delinquent, if any, shall be itemized in the title
commitment.
18. Initial orders for title commitments shall be in writing either on County letterhead, fax
transmittal form or email, and must include the name of the County employee placing
the order. Updates and endorsements may be ordered by phone.
19. Company will immediately notify County of any determinations made by its
underwriter that newly enacted Florida Statutes, Florida Department of Financial
Services ("DFS") guidelines or federally mandated restrictions affect Company's ability
to comply with the terms of this contract proposal.
C.Real Estate Closing Services
Company will be provided electronic copies in Microsoft WORD format of the County's
format instruments which have been approved by the Office of the County Attorney.
Upon reaching an agreement with the Property Owner, and obtaining the execution of same
by the Chairman of the Board of County Commissioners, the parcel file may be turned over
to the Title Company for the preparation of legal instruments and the assemblage of all
releases, subordinations, estoppels, prorations and other required documents. The Right-of-
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Way Acquisition office will forward an email to Company with an attached "Request for
Closing Services" and fully executed copy of the Agreement, together with any "specific"
instructions that may be required. Company will work with the property owners to set a
timely closing date.
Company must email the closing statement to the Acquisition Specialist for review and
approval. Within four (4) weeks following County's approval of the Closing Statement,
County will provide Company all funds required to Close.
When conducting real estate closing services for the County, Company shall ascertain the
status of any existing title policies and attempt to secure a copy of said policy for purposes of
reissue credit against the cost of any owner's title policy to be issued to County. (The
percentage of available reissue credit given for"partial acquisitions" will directly correspond
with percentages of the insured property being conveyed to County). Company shall record
the appropriate documents in the public records and notify the Acquisition Specialist that the
closing has occurred. Copies of all executed closing documents, including any B-I
requirements,will be provided to County.
In order to comply with both the purchasing policy of County and requirements of most title
underwriters, Company will email to County a "pdf" copy of the original title policy
simultaneously with submission of the original invoice for services. Company will then
deliver the original executed title policy immediately upon receipt of payment from County.
(As an alternative, Company can deliver the original title policy simultaneously with
submission of the original invoice for services.)
D. Ownership and Encumbrance Report
The following is a description of the service/product the County requires:
1. A report entitled "Ownership and Encumbrance Report" in the form of a cover letter
identifying: (1) the record title holder to the subject property, as well as (2) all claims,
liens, and other interests in real property attaching to and encumbering the subject
property (mortgages,easements,judgments,mechanic liens, tax certificates, etc.).
IMPORTANT: There shall be NO limitation on the reporting of encumbrances.
Reporting encumbrances created back only as far as the date of the last institutional
mortgage encumbering the property does NOT serve the interests of Collier County.
Collier County has a need to examine ALL easements and reservations which might
limit the right of the County to use the property, or which might place the County in an
inferior position relative to possible facilities conflicts, regardless of when the
encumbrance was first created. The typical purchaser of real estate will take title subject
to existing easements. Not so with Collier County.
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2. A legible copy of each instrument referenced in the report (including the owner's deed)
MUST be attached to each report. Copies of County Resolutions and Ordinances (which
would normally be listed as exceptions to the issuance of a title policy) need not be
provided. However, copies of Declarations of Covenants and Restrictions, and the By-
Laws and the Articles of Incorporation for Condominium and Homeowner
Associations, MUST be attached to each Ownership and Encumbrance report on
condominium and HOA common element properties. The Property Appraiser's Folio
Number and Collier County's project and project parcel numbers MUST also be
provided for each parcel.
NOTE: Providing an abstract of title does NOT fulfill or substitute for the requirements
outlined above for Ownership and Encumbrance Reports.
E. Miscellaneous Real Estate and Title Research Services
From time to time, Collier County has a need for miscellaneous real estate and title research
services, such as:
• A need to review just the deeds ONLY for each property in of a group of properties.
• A need to review all of the deeds and or mortgages having been recorded within a
particular time frame,within a defined geographic boundary.
• Locating and producing a copy of a deed or easement in favor of Collier County which
might document the existence of a public right-of-way and which is missing from the
County's inventory.
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Exhibit B
Price Schedule
Contract# 13-6043
Title Commitment $ 375.00
(Upon policy issuance, a credit will be given (flat rate)
to County in the amount of $ (50.00)
Update of Commitment $ 65.00
(Endorsement to Initial Commitment) (flat rate)
Revision of legal description(s) $ 0.00
(flat rate)
Urgency Fee (for title work needed sooner than $ 25.00
delivery schedule contained in specifications) (flat rate)
Risk Premiums for Title Insurance (Over&above minimum $100 rate set forth in law) (Note:
insurance amounts will be rounded up to the next multiple of$100 for purposes of all premium
calculations)
$0 to$100,000 real property value $5.75/$1,000
$100,001 to $1,000,000 real property value $5.00/$1,000
$1,000,001 to $5,000,000 real property value $2.50/$1,000
$5,000,001 to$10,000,000 real property value $2.25/$1,000
Over$10,000,000 real property value $2.00/$1,000
Real Estate Closing Services $195.00 per closing
Ownership and Encumbrance Report(optional) $195.00
Miscellaneous Real Estate and Title Research
Services (optional) $65.00per hour
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