Loading...
#22-7997 (American Government Services Corporation) FIXED FEE PROFESSIONAL SERVICE AGREEMENT 22-7997 for "Real Estate Title & Closing Services" THIS AGREEMENT, made and entered into on this 2.S day of PkOrt , 2023 , by and between AMERICAN GOVERNMENT SERVICES CORPORATION authorized to do business in the State of Florida, whose business address is 3812 West Linebaugh Avenue, Tampa FL 33618 ,(the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three ( 3 ) year period, commencing 7 ; or ■ on April 24, 2023 ,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 IUD Purchase Order I I n Work Order. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ■ Request for Proposal (RFP) I 14rwitatioR--te , including all Attachment(s), Exhibit(s) and Addenda and the Other # 22-7997 Contractor's proposal referred to herein and made an integral part of this Agreement. n The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 S 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 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 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): are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform price contract is authorized. • estimate the size of the project, or when it is expected that the project contracts include back up documentation of c ; timekeeping or payroll records), material or equipment invoices, and other n 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). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). Page 2 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 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 "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-6 n • Expenses must be approved in advance in writing by thccCounty. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Mileage $0-44 5-perm le Breakfast $6-00 Lunch $4-1-00 Dingy $1-0-0O Al rfa re elase-fare Rental-ear Lodging Aetual-eest-ef---ledgkig-at-eiRgle-eeeupaRey rate with a cap of no more than $150.00 per night Racklng Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: receipts. Contractor shall be responsible for all other costs and expenses 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 # 85-8015966531 C. Page 3 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 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: Company Name: AMERICAN GOVERNMENT SERVICES CORPORATION Address: 3812 W. Linebaugh Avenue Tampa, FL 33618 Authorized Agent: Wendi McAleese, President Attention Name & Title: Telephone: (813) 933-3322 E-Mail(s): wmcaleese@agsres.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 Name: Transportation Engineering Division Director: Jay Ahmad Address: 2885 Horseshoe Drive S Naples, FL 34104 Administrative Agent/PM: Robert Bosch, Manager - Right of Way 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 15 Fixed Price Professional Service Agreement 2022_Ver.3 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 or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. III 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. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. � n • Non Owned Vehicles and Employcc Non Ownership. C. ■ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. 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. E. n Cyber Liability: Coverage shall have minimum limits of $ 1,000,000 per occurrence. of S per-occu rence- 6- ❑ W,at • eeeurrence. .b- ❑ • Harborworker=s-Aot Coverage shall be maintained where applicable to the completion of the work $ per occurrencc. hn • $ per occcurrence J. ■ Crime (other): Coverage shall have minimum limits of $ 1,000,000 per occurrence. n minimum limits of$ per occurrence. 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 Page 6 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 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. 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), I■I Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ I I / • er ( } #22-7997 including Exhibits, Attachments and Addenda/Addendum, a-r4 ❑ Other Exhibit/Attachment: Page 7 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 17. APPLICABILITY. Sections corresponding to any checked box (1111 ) will 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 located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statue, §448.095; 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, if applicable, 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: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestAcolliercountyfLgov The Contractor must specifically comply with the Florida Public Records Law to: Page 8 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 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. 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. 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. 23. 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. 24. 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 Page 9 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 „� 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. 25. 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. this project shall be knowledgeable in their area of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that • substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. n 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. 27. I■I 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. n Page 10 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 i • 28. 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. 29. 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 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. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 i IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court acid Comptroller 62e--- By: By: Rick LoCastro , Chair Dated: I' (S AL) Attest as to hairman's 1 ,: signature only Contractor's Witnesses: AMERICAN GOVERNMENT SERVICES CORPORATION -- Contractor By: c.1^,VI aQ�Q, I, Contractor's First itness SgI n t�re V�TeT%dai McAleese, President Aaron Blair TType/print signature and titleT T e/pri itness y(meT Tyy Contractor's Second Witness Cassandra Michel TType/print witness nameT Aprovbd as to Fir ar1Xi Legality: U , /Coun Attorney i,y —r,�L Print Name Page 12 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 0 Exhibit A Scope of Services Elfollowing this page (containing 5 page/s) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 S Request for Proposal (RFP)22-7997 "Real Estate Title & Closing Services" EXHIBIT A SCOPE OF SERVICES BACKGROUND: Collier County employs title companies for their expertise to protect the County against title fraud and to ensure that the County is negotiating with persons and/or companies with legal authority to convey the required fee and/or easement parcels needed for its projects and that all title issues are addressed before closing. The County conducts almost all real estate closings in-house. In exceptional circumstances the Company may be required to conduct a closing and record documents. The County is awarding multiple firms and will issue work assignments on a rotational basis that ensures a relatively even distribution of work 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 in the order show below: 1. Stewart Title Company 2. American Government Services Corporation 3. Title Partners of South Florida,Inc. 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 the selected Contractors. DELIVERY SCHUDULE Number of Title Commitments or Ownership & Delivery Schedule Encumbrance Reports Ordered 1 to 3 Up to 10 Business Days 4 to 6 Up to 10 Business Days 7 to 12 Up to 15 Business Days 13 to 25 Up to 20 Business Days 26 to 35 Up to 30 Business Days Over 35 Up to 30 Business Days Updated 5 Business Days Miscellaneous Real Estate and Title Research Services To be negotiated Page 1 of 5 Exhibit A—Scope of Services Request for Proposal (RFP)22-7997 "Real Estate Title & Closing Services" DETAILED SCOPE OF WORK: GENERAL REQUIREMENTS 1. All orders shall be acted upon only if in writing either on County letterhead,fax transmittal form or email,and must include the name of the County employee placing the order. 2. Title Commitments, Ownership and Encumbrance Reports, copies of instruments referenced therein, and all other documents 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 unless pre-approved by the County. 3. All Title Commitments, Ownership and Encumbrance Reports and Research shall reference the County Project Number and Project Parcel Number provided with the order. 4. In addition to the terms and conditions governing invoicing contained in the Annual Agreement for Real Estate Title and Closing Services,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 with the order. Invoices from entities other than the Company under annual contract with the County will not be paid. A. TITLE COMMITMENTS 1. Unless a prior title insurance policy is obtained,the chain of title must be based on no less than a 30-year search. Title commitments 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 regardless of whether a title policy is to be purchased or not. c. Schedule B-2 Exceptions shall be based on a search without any time limitation. Reporting encumbrances created back only as far as the date of the last institutional mortgage encumbering the property does not serve the interests of the County. The County needs to examine all easements and reservations that may limit the right of the County to use the property,or that may place the County in an inferior position relative to possible facilities conflicts,regardless of when the encumbrance was first created. 2. Title commitments issued for easement acquisitions shall itemize as a requirement the recording of an easement for the purpose(s)specified and not a warranty deed. 3. The County may request the Company to issue a title commitment for the entire parent tract or for only a portion of the parent tract. The County will provide the Company with a legal description of the subject parcel simultaneously with the title work order. 4. All title commitments must include the results of the Company's 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). Page 2 of 5 Exhibit A—Scope of Services Request for Proposal (RFP) 22-7997 "Real Estate Title & Closing Services" 5. All title commitments must contain the Project Number and Project Parcel Number provided to the Company by the County. 6. At the request of the County, the Company shall issue an endorsement or update of a title commitment; and upon the County's compliance with the requirements as set forth in Schedule B-1 and payment of the risk premium at the contract rate,the Company shall issue the County a title policy for levels of coverage equivalent to the values of the interest in real property acquired by the County. 7. A reissue credit will be given toward the cost of the County's title policy whenever possible. Therefore, the Company shall make every reasonable effort to ascertain whether a previous policy exists and to secure a copy of any prior policies for which a reissue credit can be given. 8. Upon the initial issuance of the title commitment, "Owner's Amount" (property value) shall state, "TO BE DETERMINED". Refer in this regard to the Introductory Information above. 9. The County shall pay no penalty,fee or other charge for failure to order a title policy or utilize the closing services of the 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. 10. Title commitments and updated search reports shall include as attachments legible copies of all instruments referenced in the title commitment including, but not limited to, state and federal tax liens, ad valorem tax deficiencies and tax sale certificates, mechanic's and materialmen's liens, mortgages and financing statements, judgments,lis pendens,contracts for deed,recorded leases,easements,covenants and restrictions of record and any other encumbrances 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, the 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, the Company shall contact the County if there is doubt as to whether said copies or copies of any other voluminous documents are necessary. 11. Delivery of title commitments shall be in accordance with the schedule shown in Evaluation Criteria No. 3 below, where"delivery schedule"constitutes the total number of business days lapsing between the date of the order and delivery by the Company of completed title commitments. This delivery schedule shall govern unless an alternate schedule is submitted with the Bid. 12. The Company shall NOT require a certified survey as a pre-condition to issuance of a title policy. 13. Certificates of Good Standing from the Office of the Secretary of State shall NOT be listed as a Schedule B-I requirement. The 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. 14. The recording of corporate resolutions in the public records shall NOT be listed as a Schedule B-I requirement unless special circumstances exist requiring such recording. 15. For partial acquisitions, 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. 16. The Company shall provide the Property Appraiser's folio number for the parent tract from which the County seeks an interest in real property. Where the County furnishes a folio number or ownership information, this is always Page 3 of 5 Exhibit A—Scope of Services Request for Proposal(RFP)22-7997 "Real Estate Title& Closing Services" subject to verification by the Company. Ad Valorem taxes, both current and delinquent, if any, and Sales Tax Certificates,if any,shall be itemized in the title commitment. 17. The Company will immediately notify the 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. B. REAL ESTATE CLOSING SERVICES 1. Closing services include the preparation of all documents needed to comply with the Schedule B-1 "Requirements" portion of the title commitment and the preparation and obtaining of all releases, subordinations, affidavits, estoppels,special assessments,tax prorations and other documents needed to address those exceptions set out in the Schedule B-II "Exceptions"portion of the title commitment that are inconsistent with the County's intended use of the real property rights to be acquired. The County will identify these exceptions. Closing Services also include preparing and obtaining proper execution of closing statements and all other documents required to close the real estate transaction and issue the title policy,even if a title policy is not ordered,in addition to recording all pertinent documents in the Official Records of Collier County. 2. Upon the County concluding and agreement with a property owner,the parcel file may in exceptional circumstances be turned over to the Company for the preparation of legal instruments, including all releases, subordinations, estoppels, prorations and other documents. The County will furnish a fully executed copy of the Agreement to the Company, together with any specific instructions that may be required. The County will also furnish format documents in Microsoft Word that have been approved by the Office of the County Attorney. The Company will schedule a timely closing date with property owners. (In almost all instances, the County conducts closings in- house.) 3. The Company must email the closing statement to the Acquisition Specialist for review and approval. Within four weeks following the County's approval of the Closing Statement, the County will provide the Company all funds required to Close. 4. The 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 the County. (The percentage of available reissue credit given for "partial acquisitions" will directly correspond with percentages of the insured property being conveyed to County). The 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 will be provided to County. 5. In most cases,the 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 the County and requirements of most title underwriters, the Company will email to the County a copy of the original title policy simultaneously with submission of the invoice for services. The Company will then deliver the original executed title policy immediately upon receipt of payment from the County. (As an alternative,the Company can deliver the original title policy simultaneously with submission of the original invoice.) C. OWNERSHIP AND ENCUMBRANCE REPORTS (OPTIONAL SERVICES) 1. A report entitled"Ownership and Encumbrance Report"in the form of a cover letter identifying: (a)the record title holder to the subject property, as well as (a) all claims, liens, and other interests in real property attaching to and encumbering the subject property(mortgages,easements,judgments,mechanic liens,tax certificates,etc.). 2. The chain of title must be based on no less than a thirty-year search. Reported encumbrances shall be based on a search without any time limitation. The County needs to examine all easements and reservations that may limit the Page 4 of 5 Exhibit A—Scope of Services Request for Proposal (RFP)22-7997 "Real Estate Title & Closing Services" right of the County to use the property, or that may place the County in an inferior position relative to possible facilities conflicts,regardless of when the encumbrance was first created. 3. The Company shall provide the Property Appraiser's folio number for the parent tract from which the County seeks an interest in real property. Where the County furnishes a folio number or ownership information, this is always subject to verification by the Company. Ownership & Encumbrance Reports shall include as attachments legible copies of all instruments referenced therein including state and federal tax liens,ad valorem tax deficiencies and tax sale certificates, mechanic's and materialmen's liens, mortgages and financing statements,judgments, lis pendens, contracts for deed, recorded leases, easements, covenants and restrictions of record and any other encumbrances 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, the 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,the Company shall contact the County if there is doubt as to whether said copies or copies of any other voluminous documents are necessary. NOTE:Providing an abstract of title does NOT fulfill or substitute for the requirements outlined above for Ownership and Encumbrance Reports. D. MISCELLANEOUS REAL ESTATE AND TITLE RESEARCH SERVICES(Optional SERVICES) From time to time,the County has a need for miscellaneous real estate and title research services, such as: 1. A need to review just the vesting document ONLY for each property in a group of properties. 2. A need to review all of the vesting documents and mortgages that have been recorded within a particular time frame,within a defined geographic boundary. 3. A need to review all vesting documents and recorded public and County easements for a particular road segment or group of properties. 4. Locating and producing a copy of a vesting document or easement in favor of Collier County that may document the existence of a public right-of-way and that is missing from the County's inventory. Page 5 of 5 Exhibit A—Scope of Services Exhibit B Fee Schedule following this page (pages 1 through ) Page 14 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 Request for Proposal (RFP)#22-7997 "Real Estate Title&Closing Services" EXHIBIT B FEE SCHEDULE American Government Services Corporation Item Description Unit Cost of Services 1 Title Commiment(Upon policy issuance,a creditwill be given Flat Rate per to the County in the amount of$50.00 Commitment $400 2 Update ofCommitn�ent within one year from effective date Flat Rate per Update (Endorsement to Initial Commitment) $100 3 Risk Premiums for Title Insurance(over and above minimum$100 rate set forth in law). Note: Insurance amounts will be round 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$10,000,000real property value Per$1,000 $2.25 3e Over$10,000,000real property value Per$1,000 $2.00 4 Real Estate Closing Services Flat Rate per Closing $250.00 5 Ownership and Encumbrance Report(optional) Flat Rate per Report $250.00 6 Miscellaneous Real Estate Title Research Services(optional) Per Hour $55.00 1 Other Exhibit/Attachment Description: ❑ following this page (pages through ) ❑■ this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement 2022_Ver.3 AC Ro CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/17/2023 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 FL-SELECT NAME: Sovereign Insurance Group PHONEN ExU: (800)222-4478 FAX No): (610)535-6810 (A/920 Cassatt Road EMAIL nnichols@sovinsurance.com ADDRESS: --- Suite 100 INSURER(S)AFFORDING COVERAGE NAIC# Berwyn PA 19312 INSURERA: Hartford Underwriters Ins Co INSURED INSURER B: Markel Insurance Company 38970F American Government Services Corp&Blue Collar Girls,LLC INSURER C: 3812 W Linebaugh Ave INSURER D: INSURER E: Tampa FL 33618 INSURER F: COVERAGES CERTIFICATE NUMBER: 22-23 GL,UMB,WC 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 ADDLSUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 �/ DAMAGE TOREN1ED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A Y Y 21 SMBAR7FUR 05/20/2022 05/20/2023 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ Included OTHER'. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ p OWNED SCHEDULED 21 SMBAR7FUR 05/20/2022 05/20/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE 21 SMB AR7FUR 05/20/2022 05/20/2023 AGGREGATE $ 1,000,000 DED RETENTION $ $ WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N 500,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE NIA MWC018061403 02/27/2023 02/27/2024 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Claim Limit $25,000 Employment Practices Liability Insurance A 21 SMBAR7FUR 05/20/2022 05/20/2023 Annual Aggregate Limit $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR,Collier County Government,OR,Collier County included as an additional insured under the captioned Commercial General Liability and Automobile Policies on a primary and non-contributory basis if and to the extent required by written contract Reference: 22-7997"Real Estate Title&Closing Services" CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples FL 34112 j1i0iM1.4 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date State surcharge 1 STSR1 Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Terrorism TERSM Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Expense constant EXCNT Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $160.00 Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001,AMS Services,Inc. ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 02/21/2023 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 Tina Huller NAME: Riebling Insurance Agency,LLC PHONE (516)280-6759 FAX .(A/C,No,Ext): (A/C,No): 100 Fire Island Avenue E-MAIL thutter@riallc.net ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Babylon NY 11702 INSURER A: Underwriter at Lloyd's of London 15792 INSURED INSURER B: Westchester Surplus Lines Insurance Co. 10172 American Government Services d/b/a INSURER C: AGS Title Agency INSURER D: 3812 West Linebaugh Avenue INSURER E: Tampa FL 33618 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2322121863 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 LTR ANSD DDL SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE ( O /YEFF (POLICY YY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGETO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PE° LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ - O• WNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS - H• IRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Claim $1,000,000 Errors&Omissions A SUAFE01473-2209 11/14/2022 11/14/2023 Aggregate $2,000,000 Deductible $10,000 DESCRIPTION OF OPERAI1ONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) A)Fidelity Bond SUAFESB10216-2209 Eff 11/14/2022-11/14/2023 Aggregate$1,000,000 Dedeuctible$7,500 B)Cyber Liability F16288354-002 Eff 11/14/2022-11/15/2023 Aggregate$1,000,000 Deductible$5,000 Retroactive Date:09/30/1984 Reference: 22-7997"Real Estate Title&Closing Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD