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#17-7200S (eTitle Agency, Inc.) FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 17-7200S for Real Estate Title & Closing Services THIS AGREEMENT, made and entered into on this L day of OCAObQ.r 2019 , by and between eTitle Agency, Inc. authorized to do business in the State of Florida, whose business address is 9128 Strada Place, Suite 10115, Naples, Florida 34108 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3 ) year period, commencing 10 upon the date of Board approval 1 Ion and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ Notice to-Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ■ Request for Proposal (RFP) lnvit tiop 1.T8 ❑ Other ---- ( }# 17-7200S , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 1.1 The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement 2017 008(Ver.I) �'q 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 IN The procedure for obtaining Work under this Agreement is outlined in Exhibit A— Scope of Services attached hereto. 3_4.❑ - _ a_- - - -- '= - = =es4fy-IR-eaeh- eq st-for-Quotatier --the-pe ROd w r.e..._.-. •..'. a ... e •e -e - -... 'd_. . - .ue.ee - Rr4ee-Meth® ele6tea�— —4 - 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ❑ . ... .... .e ' .-= : A fixed-total--pace--offer rag--for-a-pr jecti—the'-risks-are . ,... ...- •- _ - -. _ .- e.- hltr-a6tar—must--pef orm—to—the is-authoriz-ed-,- ❑ Ti e,ara late ials:---The-Ceunt -agr y-tlae-ceratraetor-for the-amou t-o#-labor o gales hourly rate), and for-fate 4a _ - •=..-. ,_-s '. .- Q _•-_ e e f materials-plus the co- - , ' .-. - = . is aethodology-+s-generally-mss jeotsin :_._•_•_ - , -_ •.._ - ,- - e •_- a e.-6t, or=w en--expected t .-- a__e:- -. . ..- -temp ald-mest4i -_--e-: A 2,,neral-1 t .,loess pc.aetieeT - ___ __ - .. _ _ •_=. a = . . eukknoWde-number of----hears----worked and bill ag--rate--by--position-4(and-----not-.--company (or subcontractor-) tlnlekeepi-- a -_ a -e =- , .._ - ',. _ -¢_'_..-. '. z -: - e e . - • --reable documentation-for-t#ie p jes ❑� Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 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 the Agreement. 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. 4.4 ❑ ..- - -e= - - penses Travel-and -•.• _ . e - - ..- a e_e -e • _tense.-in-wrlf+ng y-thc County,-Travel Mileage $0.41.5 per-mile Breakfast $6-00 hunch $1-1-00 Dinner $4-8,00 Airfare Actual-ticket-co •.,• e c- • c -c-eh class-face Rental-eat ' . -- -• _ -- -e e .. --e__ e sta+lord--€e-vehicle& Lodging Actual-sect-of-ladgingwat-single-.esc Roy-rate . . . . ••. .- -0700-per-right Racking Actual cost of parking • e •• e •-- -•_.- • ;Tett-limousine Reimbursable items other than travel expenses s all be limited-to the following4elephone Ion: :• -_- _-, ,- _, , - _ , ,.ateeopying--eha-rges,an pestage.--Reirndutr-sable responsible-far-al a .- __e . .e - _e.• - .eseeiatee . . .- . ,. e •,' �t+ens 5. SALES TAX. Contractor 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. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 1 Company Name: eTitle Agency, Inc. Address: 4851 Tamiami Trail North, Suite 200 Naples, Florida 34103 Authorized Agent: Jaime Hewitt, Senior Title Attorney Attention Name & Title: Telephone: (239) 313-1656 E-Mail(s): jhewitt(&orlans.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jay Ahmad Division Name: Transportation Engineering and Construction Management Address: 2885 South Horseshoe Drive Naples, Florida 34104 Administrative Agent/PM: Robert Bosch, Assistant Manager, Right-of-Way Acquisitions Telephone: (239) 252-5843 E-Mail(s): Robert.Bosch@colliercountyfl.gov The Contractor 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. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. 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 Contractor.The County will not be obligated to pay for any permits obtained by Subcontractors. 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 Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor 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 Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CA 9. NO IMPROPER USE. The Contractor 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 Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor 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 Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor 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 the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor 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. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. lul 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 Contractors; Products and Completed Operations and Contractual Liability. 137 E Business Auto Liabilitw Coverage shall have minimum limits of $ Per—O ourrenoe, Com d-Single41 nit--for--Bodily.--4nju-ry--Liability-nand operty--Damage--l=iais s alJ-irol+ude -0hed--Vehicles,-Hire l---ancl--Nen-Owned VVhiolees a Ernfaloyee--Noo---Owne-rs-hipT 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 $100,000 for each accident. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) D. n Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor 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 aggregate. Cvbert-iab !ity:Coverage-shalt have---lei inlit f-$ _per claim: F. 7 ,:--Coverage shall--have- it i -limits--of$- per claim . Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor 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. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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 Contractor, 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 Contractor or anyone employed or utilized by the Contractor 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 6 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) S 13.1 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 Contractor, 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 Contractor. Contractor'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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Engineering Division 15. CONFLICT OF INTEREST. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ■❑ Exhibit A Scope of Services, Exhibit B Fee Schedule, ■ RFP/ I I ITB/n Other #17-7200S , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes,, and Ot aur-€-xhit t/Attaoh ent: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. 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. 19. 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, as amended, 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) CAO located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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 8 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) CAO 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable filing of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ❑ CLEAN-UP ----Contractor-agrees to keep--the Project site-clean-at all-t+saes-of-debris rubb4sh.-and-waste-materials . ._- .•..ork. At-the completion of the Wofk Gor tr ter hall emeve-all-d-eb ri , - ,e. • _-._e _... -___- r. e al belt-t# e site, -as•weU-as all tools;appliances oonstruot+on-equi me+nt-and-- hieery and-surplus materials a d-shall-lea the-Pfoje si#e-clean: 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. LJ WARRANTY-, - - c .- . • .. - .- hat the eople-n a-terials---andlor equlpmenoverec by-this-Agreement-will--confo-rrn to-the-reuirements-as peeified;---and will-be-of-satisfactory-material and-quality-production -free fro+ -defects and sufficient for the- s ntended---Goodell-be-delivered free om-a ee r+ty-intere,st-or-other ll r-•slab -of-acrd party-Any�ervlce roiled-ander is-Agreement aloe--prov+ it eee+ y-a ted--prc sslonal-standards4or-tkae Page 9 of 17 Fixed Term Seryice Multi-Contractor Agreement 2017.008(Ver.l) CAU 2ild-payme nt-l3y4tie-Guilty Goa.. e ..- - ..- - - .: -a , •.-. . •.e ,. :ef the-Conls, - menu-sh$li-be-ap 4ie este ;-ereE tedr-used;--dead ecl and-ce 4i e•-: •• e e . .- '• ,. . a. e .e—ap e '„.:-- .., -fel--s fabrics fecessers excep a efhefwise•-previded--for---il---the-Contfast Documents: 4f;within--e e-(-1+-year-after-f'inai-coia plat n-any--Werk--is-found--t ot-if► .. W .. _ ._ ., __ .. ..-. •. - receipt of wFitten-Heti ty--Contfaotef-skull-also be respe sfbte-fwd-pay e -a --..-, - -a , These--warrafltiace -mese-•implied 26. ❑ TEAS-----Aad S. If the---Cont _-. e a-- ,-. - e _ny,._oodee aws Ofdina•-" : -e - .= " a - • , =- = le-authofa ving-jwis ietlon-.ova P oje6t fair ile-W rk—t pecifioatly inspected-tested-or—approved; and-f rn sh-to the Coun , .- -a_' - .' _ a_ •,._:-.. ion, testi .. - _ , . 88 .- .. ..-a •_ -_ ". "'•. - - - - e- - e a - e 27. ❑ TJOI -O I K. A _.�._..� _ a .. _ a a - . - �.: W., : _a., ...-:.- -. _6ratfa6ter of ,., e a a •- a. ,- -.a-,._•_ : _. epacate to replace such loss or d. .,_-a.- ._ 2- _- ___-e _ 2.. -,_ _fonts-dile-GOf}tra Z. _e•__ _ .: : •a e- ..' _ :..-.•_.a. _ ._, _ _ -- e -:@--load e ._ ,' • . -, e - _ - e _e - - .-. ' :• e •• .: a' _ a - . , ,-n-hniai'-k-e6'tab li sh-a e, .- a.-• • .,. 6t e ..- .• e•-. . •. .. • _• J4b-G04 -trae e. -.• . :. , ffi. _ : -e_ • -e ae;�d+stur-bs-the--Gouty's be-m.4111aFk , _:•,, -- : ....-.' - • .- : .- - .e. '.... a- -...- -.e Contfactocashad-be-liable-fo eil--casts-if cl rredrby--thy-Gotin-ty--acs©ciated-therewith: 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except Page 10 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. 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 Contractor 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 Contractor 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. 33. 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. 34. n KEY PERSONNEL. The Cenfracte '-s-peirsor et-andt-r a ager a t-tea--be--utilized--fGr -' :' _.., a .: .. -e�-. e . ,..-'rare -• - _e - he a-ignt-to-perfern--•insvestigatians--air--- aay--be--deenied--nece ang-to--er stem *- .. • e- _ _ . .e-peFfermaace-of the-Ag -- -. -.- _2.' ,, asmanypeople-as necessary he-servioeson--a--tfr- iasis -and-each--persaa assignee .. e- - , - . - "*. • of ti e a d-e - e ••"" -e-required-service dates:The-Centraeter-•shall-not-ohsage--Key-Pe ennet-Mess-the following-eonditions-afe met:_-{.1.). Rcopessed--repta.-..-- .. . - • ..- ..me--or--better--gtr 4ifioatiens and/gar-experience--(2)-That-the--Coanty--is-notified-tn--writ g--as-€ar-in--advanpe as possible: The-Gontraeter-shall- aat e-o meroial y ea otify-Gellie-r C.unty-with seven- ays-of-the-change.. The-Cou ty..retains-ftnat-approval-of-proposed-reptaoement persen+ ei-: Page 11 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) kl (I• AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. n ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Fl ORDER OF--PRECEDENCE-(Grant Funded}. In--the-event-of--any-conf et--between-or a f ter-rye-a#-.any-af t e-Cant-act- oeu el t, -.amloFthe-Ge w iarovec Ex „ ,,-,.•. .., -- ., = be-Agreement-shall-take-pieced- - •• •- .-_ ,.o of all--etkeF,Gantraet-Deeuments;ex-oeptthe-terms-of-ammo-:o-ppleraertal-Gondition-ed a-N-take ---s---- ffi - *- .•.greement--T-e-#he-extent--aRy--cor1fliet--+n the term-of4he-wContrast Deaurnents-Gannet-be4e-salveci-byap tion®-oche-Sepplenaeaata4.-Coad i €a the-Agreement, the conf lved--laHm:: ..-* .- _.,ffi - W a -2 _ . obligation nder-the-Gentraet-Deme , e e my d+se R 36. ASSIGNMENT. Contractor 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 Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.l) r'.' (1; County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. n SAFETY A -e"' -_ _ - .e ..e e. rectors.-performing-eery oe-for- ef-Cou a re ....-.e.10 -e . me ..**-e _.,.• - 0... e. •e.•_ ...,.e....,. •__•Ae...•.•• - •e• a- ' the-safety--of--their-ems►ployees--grad-any--unaafe-sots- onditions--that-r► ay oouse-an}ory-ar ....�- a ,,• . e- -e• e • ee-. . .._' .'• •e �. .e_•• • •- e_ - . e__ - e y• property and/or Fight-of-way e_ -- e-_ S e - _e- - - —,_^ factor s-work operations. T-his ovis1mn--is non hege.t _ e - e . • •. ' • -e.. •- 4. .e e ,,,.e _ F-Pyla-a�1e �? 1�4-hasp er pply a tca +g ito;-with-ene-e*e n: Coratfaot et have -_ 'e•. .. - - e e rn _ • _ee a e•- -'•. a-•: ..-2 e_. -.e - _ -_.•.....• @-roperty--Collier--Cooraty;as ttae--owner-of-the-property-where-- e--project-is--taking--place €.sal! k3ealae 0. ' e -e a W e •- .e e•-.. . - e e- • _• sh alb e •- e e • _a - -e.^ ,' - k-A/la genae afety-tlA snag e -andlor (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) CAO IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF CO TY COMMISSIONERS COLLIER CO4 i/ ', (DA Crystal K. Kin4J,,Clerk of Courts & Comptrol�l,ai,''J.. 'n 0110440 By, ,, By. �1��� r�' wls 4', '•. Wi/am L. McDaniel Jr. , Chairman t Q.C . Dit3 M'd. ow slgnattlf •'3: 1111..*::, t• eTitle Agency, Inc. Contractor i'tnesses: Contractor DBA \4'/e, ,- , By: i. ,., Contractor's Firdt Witness Sigiature Alison Orlans, President&CEO L-L`I-k-v If/ t-l v TType/print signature and titlel TType/print witness nafineT V Ytt L GL OC.c C Contractor's Second Witness TType/print witness name Aroved as tor Zegality: csJ--- pirr Cougy Attorney K7 ell Print Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) 0 Exhibit A Scope of Services n following this page (pages 1A through 5A ) n this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) 0 eTitle Agency, Inc. WORK SCHEDULE The Contractors shall be placed on a rotation list for the services, as follows: a. Work assignments are awarded on a rotational basis by the County's Administrative Agent starting with the originally awarded vendor, American Government Services Corporation, following with eTitle Agency, Inc., the supplemental contractor, in that order every time a need arises for such services. b. As each work assignment is identified the next Contractor in the rotation will be offered the opportunity to negotiate that work assignment with the County's Contract Administrative Agent. c. The County's Contract Administrative Agent will ensure an equitable distribution of work among selected Contractors. d. Direct Selection. For work assignments requiring unique experience or knowledge, including past experience with a subject parent tract, property proximity to previously rendered title services, complexity of services, and time constraints, the County's Contract Administrative Agent may select a specific Contractor. When direct select is deemed necessary, a letter must be attached to the Purchase Order with sufficient detail to justify the need for a direct select. Such justification should identify the individual making the request, description of requirement, address why the requirement can only be fulfilled by the identified Contractor. DELIVERY SCHEDULE 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 Notice to Proceed by County and delivery by company of completed title commitments. Number of Title Commitments or Delivery Schedule Ownership& Encumbrance Reports Ordered 1 to 3 3 Business Days 4 to 6 3 Business Days 7to12 3to4 Business Days 13 to 25 4 to 5 Business Days 26 to 35 5 to 10 Business Days Over 35 10 to 15 Business Days Update 1 Business Day Misc.Real Estate and Title Research Services To be negotiated 1A Coltier County Administrative Services Department Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR PROPOSAL (RFP) FOR REAL ESTATE TITLE & CLOSING SERVICES SOLICITATION NO.: 17-7200S VIVIANA GIARIMOUSTAS, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8375 Viviana.Giarimoustas@colliercountyfl.gov (Email) This solicitation document is prepared in a Microsoft Word format(Rev 8/7/2017). Any alterations to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. 2A G Attachment A- Scope of Work/Services and Technical Specifications A. Introductory Information These specifications are intended to provide the information by which prospective bidders may understand the requirements of Collier County relative to Preparation and Delivery of Title Commitments, issuance of Title Policies, and Real Estate Closing Services. 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 occasionally purchases entire subdivided lots in platted subdivisions. The greatest volume of work will be in support of roadway and utility expansion projects, where strips of land must be acquired to expand the right-of-way corridor and provide upgraded utility infrastructure. 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 order a policy. 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.) B. Real Estate Closing Services Collier County desires to receive fixed-rate bids on 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, 3A 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. Unless special circumstances exist,County conducts its own closings. C. 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. 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 NOTICE TO PROCEED. 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. County will provide Company with a legal description of the subject parcel simultaneously with the Notice to Proceed. 4. All title commitments issued by Company to County must include the results of its search of 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). 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 13, page 17 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 4A 0 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 Company. 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 Company related to the subject real estate. Note that County's current practice is to conduct closings in-house and to order policies on a case-by-case basis. 11. Title commitments and updated search reports shall include as attachments legible copies of all state and federal tax liens, ad valorem tax deficiencies, mechanic's and materialmen's liens, mortgages and financing statements,judgments, lis pendens, contracts for deed, recorded leases, easements and any and all covenants and restrictions of record affecting the real property sought by the County. Copies of County Resolutions and Ordinances need not be provided. 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 or copies of any other voluminous documents are necessary. Copies of all instruments listed in the title commitment must be furnished to County. Title commitments and copies of instruments may be furnished electronically in one PDF document unless the size of the PDF document requires that it be separated into two or more PDF documents for emailing purposes. No other electronic formats will be acceptable. 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 Notice to Proceed by County and delivery by company of completed title commitments. Number of Title Commitments or Ownership Delivery Schedule** &Encumbrance Reports Ordered 1 to 3 _Business Days 4 to 6 _Business Days 7 to 12 _Business Days 13 to 25 _Business Days 26 to 35 _Business Days Over 35 To be negotiated Update _Business Days Miscellaneous Real Estate and Title Research Services To be negotiated **This delivery schedule shall govern unless an alternate schedule is submitted with Bid. 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 unless special circumstances exist requiring such recording. 0 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. D. 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 in exceptional circumstances 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. (In almost all instances, County conducts closings in-house.) The Right-of-Way Acquisitions or Real Property Management 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 most cases,County will not require a title policy. In those instances where a policy is required, in order to comply with both the purchasing policy of County and requirements of most title underwriters,Company will email to County a copy of the original title policy simultaneously with submission of the 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.) E. Ownership and Encumbrance Report The following is a description of the service/product the County is seeking: 6A (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. (2) A legible copy of each instrument referenced in the report (including the "vesting" document)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. Recognizing that these documents can be quite voluminous, Company shall contact County if there is doubt as to whether said copies or copies of any other voluminous documents are necessary. The Property Appraiser's Folio Number and Collier County's project and project parcel numbers MUST also be provided for each parcel. Ownership and Encumbrance Reports and copies of instruments may be furnished electronically in one PDF document unless the size of the PDF document requires that it be separated into two or more PDF documents for emailing purposes. No other electronic formats will be acceptable. NOTE: Providing an abstract of title does NOT fulfill or substitute for the requirements outlined above for Ownership and Encumbrance Reports. F. 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"vesting" document ONLY for each property in a group of properties. • A need to review all of the "vesting" documents and/or mortgages having been recorded within a particular time frame, within a defined geographic boundary. Locating and producing a copy of a"vesting"document 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. 7A Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) C) EXHIBIT B- FEE SCHEDULE eTitle Agency, Inc. DESCRIPTION UNIT COST OF SERVICES 1 Title Commitment(Upon policy issuance, a credit will be given to the County in the amount of$ 50.00 Flat Rate $350.00 2 Update of Commitment within one year from effective date (Endorsement to Initial Commitment) Flat Rate $50.00 3 Risk Premiums for Title Insurance(over and 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) 3a $0 to$100,000 real property value /Per$1,000 $5.75 3b $100,001 to$1,000,000 real property value /Per$1,000 $5.00 3c $1,000,001 to$5,000,000 real property value /Per$1,000 $2.50 3d $5,000,001 to$10,000,000 real property value /Per$1,000 $2.25 3e Over$10,000,000 real property value /Per$1,000 $2.00 4 Real Estate Closing Services Per Closing $250.00 5 Ownership and Encumbrance Report(optional) $150.00-Residential Each $200 Commercial 6 Miscellaneous Real Estate Title Research Services(optional) $150.00-Attorney Per Hour $200-Non-Attorney Other Exhibit/Attachment Description: ❑ following this page (pages through _) ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) C H U B Bm Liability Insurance Endorsement Policy Period JANUARY 1,2019 TO JANUARY 1,2020 Effective Date JANUARY 1,2019 Policy Number 3600-07-89 EUC insured ORLANS PC Name of Company FEDERAL INSURANCE COMPANY Date Issued JANUARY 22,2019 FEME1S TEFIWAkd1+.IMERW 5fiigitI.sQiATRUFN!VRT/CF'FESEMME +WYO.ICMEz FOCREilifiREF-L1FK'6�i :TRIC WRii .iTI�RI Zvi'c)�3•..RB7LWITAHI 7 4T655lWe141.3FA,'bE$EN INIF.NC'ATE$n`+�SY This Endorsement applies to the following forms: GENERAL LIABILITY 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;but 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 organi7ation 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 organi7ation 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 organi7ation 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 organi7ation would have in the absence of such contract or agreement. s EINIMMITEIa a punaNIMBisfiaREMENI€IPIMBEIMM cru WIETHEIMZEIMIMIEREMITFrear. +SIMiFr.+a SWillFa+.A:EIZ IMEE ^IEEMi; tFUESNITi ITMEREFEE. 51711 IZED m TIME _7213 Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° 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 contract or 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. WIbar;rriuOKIPIGE.40wn60114 anu ONIGmuacsn 10M1V INIV aaeus+,1aeonw NVOWB B IONVI eau 141,11 wP camerasmPINWINIVIIMOVwowupiazxiMIONSPRIMONvoaw0Maaao11410es09114 euaauwauwvuan3m1o6410 Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. 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 ACO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `-..---- 8/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh&McLennan Agency LLC PHONE Robin R.Ballard CIC AAI LIC CISR FAX 15415 Middlebelt Road (A/C,No.Ext):734-525-2421 (NC,No):734-525-0612 Livonia MI 48154-3805 ADDRESS: rballard@mma-mi.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED ORLANASSOC INSURER B:Markel American Insurance Company 28932 eTitle Agency Inc. PO Box 5041 INSURER C:Atlantic Specialty Insurance Company 27154 Troy, MI 48084 INSURERD:Ironshore Specialty Insurance Company 25445 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1462991406 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER JMM/DD/YYYY)1MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 36000789 1/1/2019 1/1/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 _ PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/Op AGO $Included` _ OTHER: $ A AUTOMOBILE LIABILITY 73582524 1/1/2019 1/1/2020 (I EOMBIINED1SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILYINJURY(Per $ AUTOS ONLY AUTOSaccident) HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) _ A X UMBRELLA LIAB X OCCUR 79877666 1/1/2019 1/1/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$n $ A WORKERS COMPENSATION 71745607 1/1/2019 1/1/2020 X STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 DESCRIPTIONIf SN under E.L.DISEASE-POLICY LIMIT $1,000,000 OF OPERATIONS below " D Errors&Omissions 003770800 9/1/2018 9/1/2019 See Limits Below Ded:$50,000 B Crime 5221PRO164425 9/1/2018 9/1/2019 See Limits Below Ded:$100,000 C Employment Practices EPL0226718 9/1/2018 9/1/2019 See Limits Below Ded:$100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) `Subject To General Aggregate Limit Errors&Omissions:$3,000,000 Per Claim;$3,000,000 Aggregate Limit`Retro Date:5-1-00 Crime:Employee theft,third party crime;computer fraud;funds transfer fraud;Limit each:$2,000,000 Retention each:$100,000. Employment Practices Liability:Limit of liability$1,000,000. Retention:$100,000 Cyber: Illinois National Insurance Co,policy#018422509 Eff:9-1-18/19.Wrongful Acts Aggregate limit$5,000,000 Ded:$25,000 Wrongful Acts means any act,error,omission,negligent supervision of an employee,misstatement or misleading statement by an insured or information holder;includes third party. Collier County Board of County Commissioners is included as additional insured for general liability coverage to the extent provided in the attached form #80-02-2367. 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 3299 Tamiami Trail East, Suite 303 AUTHORIZED REPRESENTATIVE Naples FL 34112 J ) � � ` yq .r 1 �GJ� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD