Loading...
Backup Documents 04/09/2013 Item #16A 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO A 2 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Routed by Purchasing Department to Office Initials Date the Following Addressee(s) (In routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office (1115113 3. BCC Office Board of County G}-k b YN Commissioners � ' y\r1.\ 4. Minutes and Records Clerk of Court's Office 4(ctt i(3 5. Return to Purchasing Department Purchasing m Ml h- Contact: Diana DeLeon ! '3 PRIMARY CONTACT INFORMATION RISK N""`�`' 'E'' `'�� Name of Primary Diana DeLeon for Brenda Brilhart, April Phone Number 252-8375 Purchasing Staff 12,2013.--D Contact and Date Agenda Date Item was April 9,2013 J Agenda Item Number 16.A.2 Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6043 American number if document is Number/Vendor Name Government Services to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column,or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed -l/f by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the M I7 frM" document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception), an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for e Chairman's signature. 16 A2 MEMORANDUM Date: April 17, 2013 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #13-6043 "Real Estate Title & Closing Services" Contractor: American Government Services, Corp. Attached, is an original of the contract referenced above (Item #16A2), approved by the Board of County Commissioners on Tuesday, April 9, 2013. The original will be held on file with the Minutes and Record's Department in the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment 16 A2 19,--,77p./77) AGREEMENTI3-6043 4 for Real Estate Title & Closing Services THIS AGREEMENT, made and entered into on this '1141 day of 4 rrt I 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. C ONTRACT 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". Page 1 of 16 16 42 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: cmdarby @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 Page 2 of 16 16A2 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 Page 3 of 16 16 /42 '1 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. Page 4 of 16 16 A2 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. Page 5 of 16 16 A2 1 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/PROJECT 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. Page 6 of 16 16 42 1 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. * * * * * Page 7 of 16 16 A2 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: COLLIE t COUNTY, FLORIDA Dwi •. E Brock, lerk of Court By. By: ee ..tee: 5 Geo : :r Toler, Esq., Chairwoman SE L Q T Attests o.Chairman's si nattiro n1Y. American Government Services Corporation Vendor 1 r By: lA.1m First Witness Signature -(on A, &c...-:.(- TType/print witness meT Sec nd Witness Type/print signature and title 14ne►M� L TType/print witness nameT Approved as to form and legal sufficiency: AUL ' .......41 Assistant 'ounty i f ttorney ii,;r,'4 _,(pa Send V -Print Name '^ f :, (Z)4.4N.stziv.1 a:, y Cr roc Page 8 of 16 �.,...p,.�s..�...,.�..�...................... 16 A2 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. Page 9 of 16 16 Ai 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 Page 10 of 16 16 42 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 Page 11 of 16 1642 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 materialmeri 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 Page 12 of 16 16 A2 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- Page 13 of 16 16 A2 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. Page 14 of 16 16 A2 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. Page 15 of 16 Exhibit B 16 A 2 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 Page 16 of 16 16I` I2:GW AC DATE(MMIDD/YYY1f7 CERTIFICATE OF LIABILITY INSURANCE 04/08/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone:813-636-4000 CONTAoNe CT Gail Walunas Hockman Insurance Agency,Inc. FAx 3438 Colwell Avenue Fax:813-281-1086 Ate,No.Ext): (A/C,No):813-281-1086 Tampa,FL 33614 E-MAIL Hockman Insurance Agency,Inc. PRODUC: CUSTOMER ID#:AMERI05 INSURER(S)AFFORDING COVERAGE NAIC# INSURED American Government Services INSURER A:Hanover Insurance Co. 01386 Corporation INSURER B:Bridgefield Employers- 3812 W.Linebaugh Ave. Tampa,FL 33618 INSURER C INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POUCY EXP LIMITS JN M/ SR WVD POUCY NUMBER (MWDD/YYYY) (MDD!YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X RZJ871252102 05/20/2012 05/20/2013 DAMAGES(RENTED 100 000 PREMISES(Ea occunence) $ + CLAIMS-MADE X OCCUR MED EXP(Any one person)_ $ 10,000 PERSONAL&ADV INJURY_ $ 1,000,000 X HNOA GENERAL AGGREGATE _ $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG_ $ Included POLICY PEC°T LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS SAME AS GL 05/20/2012 05/20/2013 PROPERTY DAMAGE X HIRED AUTOS NO VEHICLES LISTED (Per accident) $ X NON-OWNED AUTOS HIRE/NON-OWNED ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 A UHJ8717603 01 05/20/2012 05/20/2013 - DEDUCTIBLE $ X RETENTION $ 0 $ WORKERS COMPENSATION X TWY LAMUT-S 0H- AND EMPLOYERS'LABILITY Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 830-48511 07131/2012 07/31/2013 E.L.EACH ACCIDENT $ 1,000,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000,000 B Property Section RHJ9139563 01 05/20/2012 05/20/2013 Bldg 1,040,000 A ProfessLiab LHJ8864761 02 09/30/2012 09/30/2013 PerCI/Ann 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VIE�IHICLES Attach ACORD 101,Additional Re rks Schedule,If mores a Is required) 40058928-Title Agent Bond $35 000 01/01 /2013-01/01/2014 Platte giver Ins Co 15052917-Fidelity Bond $50,006 10/08/12-10/08/2013 Western Surety Ins Co Collier County is listed as an additional insured with respect to General Liability CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 3301 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE / w►� ! ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP R- " 7.' ° TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE . i Routed by Purchasing Department to Office Initials Date the Following Addressee(s) (In routing order) 1. Risk Management Risk :l'Sae atitit6 5-4,1/.`za3 2. County Attorney Office County Attorney Office 5ra„/ 3 3. BCC Office Board of County Sk��,�b`_k ( �` Commissioners \ftc_r._C.Vckv►- c\3c V 4. Minutes and Records Clerk of Court's Office P 5(31 113 lO1Oa.m 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Brenda Brilhart, Phone Number 252-8375 Purchasing Staff May yff,2013 Contact and Date ii Agenda Date Item was April 9,2013 (Address changed in pen by Agenda Item Number 16.A.2 Approved by the BCC vendor upon returning signed contract) Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6043 Stewart Title number if document is Number/Vendor Name to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chaiiinan's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency; Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes direcrm t d b the BCC have been made, and the document is ready for the e signature. 46�jcC Gt(,pdp. (`(V la tt ' tt2 16A2 2 MEMORANDUM Date: May 31, 2013 To: Diana DeLeon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #13-6043: Real Estate Title & Closing Services Contractor: Stewart Title Company Attached is an original copy of the contract referenced above, (#16A2) approved by the Board of County Commissioners on Tuesday, April 9, 2013. The second original will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 1 6 A 2 GonzalezGreily From: ed Sent: Friday, May 17, 2013 11:51 AM To: GonzalezGreily Subject: Re: 13'6052 Agenda Item 16A15 from 04.09.13 BCC Meeting This is approved. Sent from Xfinity Connect Mobile App Original Message From: [}rei!yGouzulcz6Dcol}icrgov.nct To: 'o[Fw/olkccl@cocnooaLuct Sent:Fri May 17 03:48:15 UTC 2013 Subject: FW: 13-6057 Agenda Item 16A15 from 04.09.13 BCC Meeting I am forwarding the email from Brenda then. Thanks - - - From: BrilhartBrenda Sent: Friday, May 17, 2013 11:18 AM To: DeLeon Diana; GonzalezGreily Cc: CrotteauKathynell; ReavesBrenda �r~~ N ^sar - 4-914�' Subject: RE: 13'6052 Agenda Item 16A15 from 04.09.13 BCC Meeting Greily, insurance certificate for Stewart Title is attached —is it possible to have this in time for the Commissioner's signature? Thanks Brenda From: DeLeonDiana Sent: Tuesday, May 14, 2013 10:57 AM To: GonzalezGreily Cc: CrotteauKathynell; ReavesBrenda; BrilhartBrenda Subject: 13-6052 Agenda Item 16A15 from 04.09.13 BCC Meeting Greily, please see attached COI. Thanks, DD From: DeLeonDiana Sent: Friday, May 10, 2013 4:30 PM To: GonzalezGreily Cc: CrotteauKathynell Subject: FW: Agenda Item 16A15 from 04.09.13 BCC Meeting CSJ called back and said it will be sent by the beginning of next week. DD From: DeLeonDiana Sent: Friday, May 10, 2013 4:27 PM To: CrotteauKathynell 1 6 A 2 cc: Allen Debbie; NeetVirginia; BrilhartBrenda; Bishop Margaret Subject: RE: Agenda Item 16A15 from 04.09.13 BCC Meeting Kathy, That contract is at Risk because the insurance certificate is non-compliant. The vendor has been contacted and is working with the provider to obtain an umbrella policy. This has been going on for over a week. just called the vendor and left a voice mail message. Diana 27afeon. 0)PB Contract Technician Collier County 8CC, Purchasing Dept. 3327 E.Tamiami Trail Naples, FL 34112 (239)252-8375; (239)252-6597 Fax - - _ - From: CrotteauKathynell Sent: Friday, May 10, 2013 3:58 PM To: DeLeon Diana Cc: Allen Debbie; NeetVirginia Subject: FW: Agenda Item 16A15 from 04.09.13 BCC Meeting Diana: Do you have any updates on this Agenda item? Thank you. )�/8b/ /)n/teau, Laiciic (Vice )/z-eOilficr County-=1///r//ev 2P/ilvr^' 12.J:0252-6'400 ()/9/252+yfoo From: DeLeon Diana Sent: Monday, April 22, 2013 2:53 PM To: BrilhartBrenda Cc: Bishop Margaret; CrotteauKathynell; Ward Kelsey; Teach Scott; Pepin Emily; Allen Debbie; NeetVirginia Subject: RE: Agenda Item 16A15 from 04.09.13 BCC Meeting That was mailed to the contractor on 4/9 for signatures, but we have not received it back. DD From: BrilhartBrenda Sent: Monday, April 22, 2013 2:10 PM To: DeLeon Diana Subject: FW: Agenda Item 16A1S from 04.O9.13 BCC Meeting Diana, do you know the status of this contract? 13-6052 Coronado Canal and Gator Slough Canal Bridge Thanks Brenda From: Bishop Margaret Sent: Monday, April 22, 2013 1:54 PM To: BrilhartBrenda Subject: FW: Agenda Item 16A15 from 04.09.13 BCC Meeting 2 16A2 71144t &daft, p.E. Senior Project Manager Roadway, Stormwater& Bridge Project Management Capital Construction & Maintenance Growth Management Division phone (239) 252-5857 fax (239) 252-6050 MargaretBishop(c�colliergov.net From: CrotteauKathynell Sent: Monday, April 22, 2013 1:53 PM To: BishopMargaret; WardKelsey Cc: TeachScott; PepinEmily; AllenDebbie; NeetVirginia Subject: Agenda Item 16A15 from 04.09.13 BCC Meeting SENT ON BEHALF OF SCOTT R.TEACH, DEPUTY COUNTY ATTORNEY Margaret& Kelsey: 16A15 Recommendation to award Contract No. 13-6052 Coronado Canal and Gator Slough Canal Bridge Repairs to CSJ of SW Florida, Inc. in the amount of$460,261.95, Project No. 66066. We have not received the above-referenced document approved at the April 9, 2013 BCC meeting with the pink routing slip for Chairwoman Hiller's signature. Please advise as to status. Thank you. _Rathy Crotteau, legalSecretary Office of the Colter County Attorney Phone: (239)252-8400 Xacsimil:(239)252-6300 k'atIi ne/7 rotteau(a)col/iergo1!net 3 16A2 CERTIFICATE OF INCUMBENCY I, J. Denise Carraux, Secretary of Stewart Title Company, a corporation organized and existing under the laws of the State of Texas, do hereby certify that Richard Yankowski has been duly elected to and does now hold the office of Group Vice President - Florida and Assistant Treasurer - Banking Relations of said Corporation, and that, as such is authorized to execute documents on behalf of the Company. Witness my hand and the seal of said Corporation this 14th day of May, 2013. -='J. Denise Carraux, Secretary Stewart Title Company SUBSCRIBED AND SWORN TO before me by J. Denise Carraux, Secretary of Stewart Title Company on this 14th day of May, 2013. Do; 7 w . SUN UNEADhOFTEXA$ N 06-21-2016 ry ota Public in and for State of Texas 16A2 • AGREEMENT13-6043 for Real Estate Title & Closing Services THIS AGREEMENT, made and entered into on this Or141 day of Apr, ( 2013, by and between Stewart Title Company authorized to do business in the State of Florida, whose business address is 4099 North Tamiami Trail, Suite 250, 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) Page 1 of 16 16A2 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 4099 North Tamiami Trail, Suite 250 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 Page 2 of 16 16A2 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 Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. Page 3 of 16 16A ?A 2 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. 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 Page 4 of 16 16A2 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. Page 5 of 16 16A2 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/PROJECT 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. Page 6 of 16 1642 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. * * * * * Page 7 of 16 16A2 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 D ', = t.74xQck, lerk of Court / / 0 - ,,,• -. ; . L, i Dated: V Cc roc gia A. Hiller,E3q. hairwoman r , tOr ChI«iYfitc n 8 Tor-. tW rt%n, \\cc..-C- xrrnck- Stewart Title Company Vendor djj 1 1 I V/ Y first Witness V Signature Ca is 'Type/print witness na4et e , RA c Ctr cA )a rx Iz-o,Af -I Sec Witness Type/print signature and title : lc. - Y rCII L cc ''Type/print witness namet Approved as to form and legal sufficiency: Assistant C..my Atto . : (o� 2 Print Name I s 1i3 Page 8of16 r% L 1 1 6 A 2 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. Page 9 of 16 1 6 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 Page 10 of 16 • 16142 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 Page 11 of 16 16A. 2 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 materialmeri 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 Page 12 of 16 26 to 35 30 Business Days 1 6 A 2 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- Page 13 of 16 (, cl 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. Page 14 of 16 16A2 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. Page 15of16 16A2 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 $375.00 /$1,000 Ownership and Encumbrance Report(optional) $150.00 per closing Residential Ownership and Encumbrance Report(optional $350.00 per closing Commercial Miscellaneous Real Estate and Title Research Services (optional) $ NIA per hour Page 16 of 16 I 16A2 �-, ® DATE(MMIDDIYYYY) AWO R CERTIFICATE OF LIABILITY INSURANCE L.......-----. 5/17/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER John L.Wortham & Son, L.P. CONTACT NAME: John L.Wortham&Son.L.P. P. 0. Box 1388 PHONE INC No,Ertl. 713-526-3366 FAX(AIC,Not: 713-521-1951 Houston, TX 77251-1388 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC S INSURER A: Great Northern Insurance Company 20303 INSURED INSURER e: Federal Insurance Company 20281 Stewart Information Services Corporation Attn.: Patti Rankin INSURER C: P. O. Box 2029 INSURER D: Houston TX 77252 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 16379770 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUER POLICY EFF POLICY EXP INSR TYPE OF INSURANCE INSE WVD POLICY NUMBER {MMIDOIYYYYI (MMJDD/YYYY} LIMITS A GENERAL LIABILITY 35388591 12/31/2012 12/31/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 ✓ COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurronce) $ CLAIMS-MADE V OCCUR MED EXP(Any one person) $ 10,000 _PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 10,000,000 - GENt AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ Included ✓ POLICY I JFCT LOC $ B AUTOMOBILE LIABILITY 73264868 12/31/2012 12/31/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ✓ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ NO DEDUCTIBLE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB i CLAIMS-MADE AGGREGATE $ OED RETENTIONS $ • TH $ B WORKERS COMPENSATION 71654821 12/31/2012 12/31/2013 ✓ TORY LIM TS °R AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN NIA E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I N (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 - DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re: Stewart Title Company-Naples Division,4099 North Tamiami Trail,Ste.250,Naples,FL 34103 Collier County Board of County Commissioners,Naples,Florida is afforded additional insured status per the attached endt 80-02-2367. CERTIFICATE HOLDER CANCELLATION Amends COI#16379025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners, Naples, Florida ACCORDANCE WITH THE POLICY PROVISIONS. 3301 Tamiami Trail East Naples FL 34112 AUTHORIZED REPRESENTATIVE % 4ut 1i bhthzii V„ ►LI John L.Wortham&Son,L.P. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD CERT NO., 16379770 CLIENT CODE: 052102/ lOatewain£ (HOU) Brenda Bowers 5/17/2013 7:24:50 AM Page 1 of 3 16A2 ® DATE{MMlDDlWW) �` ° CERTIFICATE OF LIABILITY INSURANCE 5/17/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NCO WILL ELIZONDO PHONE {866)798-2827 AIC.No1:(713)905-1061 Stewart Specialty Insurance Services (A/C, Fn0• 1980 Post Oak Blvd #R2C aOORess:welizond @stewart.com PRODUCER 00011279 CUSTOMFR tali: Houston TX 77056 INSURER(S)AFFORDING COVERAGE NAIC 8 INSURED INSURERA:UNDERWRITERS AT LLOYDS STEWART TITLE COMPANY INSURER B: WHOLLY OWNED & MAJORITY OWNED OFFICES INSURERC: STEWART TITLE COMPANY - FLORIDA DIVISION INSURERD: 4099 TAMIAMI TRAIL NORTH STE. 250 INSURERE: NAPLES FL 34103 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1112702974 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUER POLICY EFF ' POLICY EXP ILTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMIDO/YYYYI (MMIODIYWY) LIMITS GENERAL LIABILITY EACH OCCURRENCE I$ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY _PREMISES(Ea_occurrence) $ __CLAIMS-MADE OCCUR MED EXP(Any one person) $ , PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC $ JFCT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ HIRED AUTOS (Per accident) NON-OWNED AUTOS UMBRELLA LIAB _ OCCUR EACH OCCURRENCE 5 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE I $ RETENTION $ $ WORKERS COMPENSATION 7 TORY LIMITS 0TH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y!Ni N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS Below EL DISEASE-POLICY LIMIT 5 A PROFESSIONAL LIABILITY PSTE04313 1/26/2013 1/26/2014 PER CLAIM LIMIT $1,000,000 ERRORS & OMISSIONS AGGREGATE LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER _CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners, Naples, Florida AUTHORIZED REPRESENTATIVE 3301 Tamiami Trail East Naples, FL 34112 Will Elizondo/SW '` / '.›,„- ' ' ACORD 25(2009109) 0 1988-2009 ACORD CORPORATION. All rights reserved. INS025(200909) The ACORD name and logo are registered marks of ACORD 16A ? Liability Insurance CHUBB Endorsement Policy Period DECEMBER 31,2012 TO DECEMBER 31,2013 Effective Date DECEMBER 31,2012 Policy Number 3538-85-91 I IOU Insured STEWART INFORMATION SERVICES CORPORA'T'ION Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued JANUARY 19,2013 r:;�::;>r o•>:r.•r.;,,:.:.....::::......:�>:.;:;::.:.::.�:.:,.::.,,,..:::....::.:::'•::: •;.5::::.:.:m••k.,.;;,s:r...s.:.:Si<>.:::,...:..•:.r r......:...,................... � U91f.�:�A.'..,,,.,...,,,.....,................. This Endorsement applies to the following forms: GENERAL LIABILITY .:....:...;.......:.................. ......:...Ii1:::::..<::>.k%.v:::1..:::nG:,. .. :.......:...C.:... Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;bui they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement:and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Parson Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CERT NO.: 16379770 CLIENT CODE: 052102/ 10stewainf (HOU) Brenda Bowers 5/17/2013 7:24:55 AM Page 2 of 3 16A ? Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contractor agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule ANY PERSON OR ORGANIZATION THAT TIIE INSURED CONTRACTUALLY COMMITS TO PRIOR TO A LOSS OR OCCURRENCE. AmberGlen, LLC clo KG Investment Management, LLC Principal Life Insurance Company 1915 NW AmberGlen Parkway,Ste.365 Beaverton, OR 97006 • All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80.02-2367(Rev.5-07) Endorsement Page 2 CERT NO.: 16379770 CLIENT CODE: 052102/ 10stewainf (HOW Brenda Bowers 5/17/2013 7:26:55 AM Page 3 of 3