#09-5185 (Pro Title & Abstract Inc.)
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AG R E E M ENT 09-5185
for
Preparation & Delivery of Title Commitments and Real Estate Closing Services
THIS AGREEMENT, made and entered into on this 14th day of April 2009, by and between
Pro Title & Abstract, Inc., authorized to do business in the State of Florida, whose business
address is 75 Vineyards Boulevard, Suite 500, Naples, Florida 34119, hereinafter called the
IIContractorll and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the IICounty'l:
WIT N E SSE T H:
1. COMMENCEMENT. The Agreement shall commence upon issuance of a Purchase
Order and a Notice to Proceed. The Company shall not begin work on any assignment
unless a Notice to Proceed with that particular assignment has been issued by the
County. Notices to Proceed with all new assignments shall be in writing. Facsimile
transmissions shall be deemed to fulfill this requirement. Requests for updates and
endorsements may be made verbally.
In accordance with Bid 09-5185 "Preparation and Delivery of Title Commitments and
Real Estate Closing Services", Contractor shall provide a written fee proposal to the
County for each service, in accordance with the bid submitted, herein referenced as
Exhibit B and hereinafter "Work", to be performed under this Agreement. Upon
approval by the Contract Manager, a Purchase Order and a Notice to Proceed shall be
issued for the service as specified in the proposal. The Contractor shall then provide the
specified service to the County. The Agreement shall be for a one (1) year period,
effective on the date the Agreement is approved by the Board of County
Commissioners.
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 three
(3) additional one (1) year periods. The County shall give the Contractor written notice
of the County's intention to extend the Agreement term not less than ten (10) days prior
to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide preparation and delivery of
title commitments and real estate closing services in accordance with the terms and
conditions of Bid #09-5185, Exhibit" A" Specifications, Exhibit "B" Bid Response, and
the Contractor's bid proposal referred to herein and made an integral part of this
agreement. This Agreement contains the entire understanding between the parties and
any modifications to this Agreement shall be mutually agreed upon in writing by the
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Contractor and the County Contract Manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. COMPENSATION: The County shall pay the Contractor for the performance of this
Agreement upon completion or partial completion of the work as accepted and approved
by the County Contract Manager or his designee pursuant to the fees as set forth in the
Bid Response, included in this agreement by reference, together with the Travel and
Reimbursable Expenses as defined in this agreement. Payments shall be made to the
Contractor within (30) days of receipt of an "original" invoice, unless the provisions of
this Agreement governing Completion/ Correction of Assignments, are exercised by the
County.
Reimbursement rates as provided in Section 112.061, Florida Statutes, currently:
Mileage: $ .445 per mile
Breakfast: $ 6.00
Lunch: $11.00
Dinner: $19.00
Airfare: Actual ticket cost of Coach fare
Rental car: Actual rental cost of midsize or smaller car
Lodging: Actual cost of reasonable lodging at single occupancy rate
Parking: Actual cost of parking
4. COMPLETION/CORRECTION OF ASSIGNMENTS. Should the completion of
assignments and/ or services provided by the Company be found unacceptable as to
quality and/ or completeness, on the basis of common and customary standards for such
services, as may be found in the community, or governed by law, or regulated by
standards or professional practice, the County shall have the sole discretion to take any
one or a combination of the following measures:
a. Require the Company to complete the assignment(s) forthwith at the Agreement
rate, if payment for such assignment(s) has not yet been made. In the event that the
County has already made payment to the Company for completion of the
assignment(s), the County may require the Company to complete the assignment
forthwith at the expense of the Company.
b. Require the Company to correct or revise the work product(s) forthwith at the
Agreement rate, if payment for such assignment(s) has not yet been made. In the
event that the County has already made payment to the Company for the work
product(s), the County may require the Company to correct or revise the work
product(s) forthwith at the expense of the Company.
c. Complete the assignment(s), and/or revise/correct the work product(s) using
County forces or other Agreements, and bill the Company as follows:
(1) In the event the County has already paid for the completion of the assignment,
the County shall charge the Company either the Agreement rate to complete the
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assignment utilizing the County forces, or the rate charged by another title
company engaged by the County to complete the assignment.
(2) In the event the County has already paid for the work product, the County
shall charge the Company either the Agreement rate to revise/ correct the work
product utilizing the County forces, or the rate charged by another title company
engaged by the County to revise or correct the work product.
5. DEDUCTIONS FOR NON-PERFORMANCE. It is acknowledged that time is of the
essence, The County reserves the right to deduct portions of the (monthly) invoiced
amount for items not completed within the expressed time frame. These funds would be
forfeited by the Contractor. and that the following schedule shall govern the deduction
for late performance:
(a) In the event that the services are not completed and submitted to County in
accordance with the due date as set forth in a County Purchase Order; then County at
its discretion may reduce the fee payable to Contractor by seven percent (7%) for each
week, or portion thereof, for every week the services are past due; or
(b) In the event that circumstances beyond the control of Contractor cause completion
of the services to be delayed beyond the due date as set forth in a County Purchase
Order, and prior to said due date there is a mutual understanding between the parties
to this Agreement that such delays were beyond the control of Contractor, County
may issue an written extension of the due date without penalty deduction. Said
extension shall cite the reason for delay in completion of the appraisal report and shall
set a new due date for submission of the report. Deductions as described above shall
apply to the revised due date.
6. 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.
7. CONTRACT ADMINISTRATION. The Transportation Right of Way Acquisition
Manager or the Manager's designee (hereinafter referred to as "Contract Manager"),
shall be responsible for ensuring performance under the terms and conditions of this
Agreement.
8. MEETINGS. Contractor shall meet with the Contract Manager to discuss the Work at a
time(s) and place(s) of meeting(s) which shall be established by mutual agreement of the
parties to this Agreement.
9. QUALITY REVIEW. Determination and judgment as to the quality/acceptability of the
services provided by the Company shall be the sole province and responsibility of the
County.
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10. UNLAWFUL SOLICITATION AND ASSIGNMENT OF AGREEMENT. By the
execution of this Agreement, Contractor warrants that it has not employed, retained,
paid, or agreed to pay, any company or person, other than a bona fide employee, to
solicit or secure this Agreement contingent upon, or resulting from, the award or
making of this Agreement. Contractor further warrants that no part of the total of the
fees payable under the terms of this Agreement shall be paid directly or indirectly to
any employee of the County as wages, compensation, or gift in exchange for acting as
officer agent, employee, subcontractor, or consultant to the Contractor in connection
with any appraisal work performed or contemplated under the terms of this Agreement,
without prior County approval. Contractor further warrants that there shall be no
transfer or assignment of any part of this Agreement, except by the written approval of
the Contract Manager. For breach or violation of this warranty County shall have the
right to terminate this Agreement immediately without financial obligation, or to
pursue any other available remedies.
11. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Robert Rogers, Vice President
Pro Title & Abstract, Inc.
75 Vineyard Blvd., Suite 500
Naples, FL 34119
Phone: 239-353-1973; Fax: 239-348-8757
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/ GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
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.
12. 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.
13. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.5., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
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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.
14. 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 this Agreement. 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.
15. 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 immediately for cause; further the County may terminate this
Agreement for convenience with a thirty (30) day written notice. The County shall be
sole judge of non-performance.
16. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
17. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
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The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
D. Professional Liability Insurance: Professional Liability Insurance shall be
maintained by the Contractor to insure its legal liability for claims arising out of
the performance of professional services under this Agreement. Contractor
waives its right of recovery against the County as to any claims under this
insurance. Such insurance shall have limits of not less than $1,000,000 per
occurrence.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subconsultants or subcontractors comply with the
same insurance requirements that he is required to meet. The same Contractor
shall provide County with certificates of insurance meeting the required insurance
provisions.
18. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, 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.
19. INVOICING. Contractor shall submit a separate "original" bill or invoice for services
rendered (or for policies issued and premiums due) along with each billable work
product delivered to the County. Each Invoice must contain the County Project and
Parcel Number in addition to the Title Commitment, or Title Policy Number. The
Company's invoices must comply with the fees and rates as set forth on the "Contract
Proposal" attached hereto and incorporated herein.
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20. 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.
21. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the
attached component parts, all of which are as fully a part of the Agreement as if herein
set out verbatim: Contractor's Proposal, Insurance Certificate, Bid#09-5185 Terms,
Conditions and Specifications.
22. 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.
23. PROHIBITION OF GIFfS 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 Ill, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual and/ or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c.
immediate termination of any contract held by the individual and/ or firm for cause.
24. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 D.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. 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.
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 ma tters.
26. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at
the discretion of the successful proposer.
27. 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.
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28. ADDITIONAL ITEMS/SERVICES. Additional items and! or services may be added to
this Agreement upon satisfactory negotiation of price by the Contract Manager and
Contractor.
29. 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.
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.
30. KEY PERSONNEl/PROTECT STAFFING: The Contractor's personnel and
management to be utilized for this project shall be knowledgeable in their areas of
expertise. The County reserves the right to perform investigations as may be deemed
necessary to insure that competent persons will be utilized in the performance of the
Agreement. Selected firm shall assign as many people as necessary to complete the
Work on a timely basis, and each person assigned shall be available for an amount of
time adequate to meet the dates set forth in the Purchase Order. Firm shall not change
Key Personnel unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and! or experience. (2) The County is
notified in writing as far in advance as possible. Firm shall make commercially
reasonable efforts to notify Collier County within seven (7) days of the change. The
County retains final approval of proposed replacement personnel.
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
By:
Dated: I
.-.. . ,. .:S'
. -(~E.Ae). :....1.\;\-' ::-;
.IlJl'....:-Jl._~ ,
11~/'~ltt~.o'P'-
BOARD OF COUNTY COMMISSIONERS
::LLIEI)=FL7~
Donna Fiala, Chairman
ATTEST:
Dwight }3'\BrricJ</Qerk of Courts
Pro Title & Abstract, Inc.
~~~
By:
Signature
07
Typed signature
Robert Rogers, V. P .
Approved as to form and
legal sufficiency:
~* D I~I
A i>GifJftl.nt County Attorney
t).rp,,-~
S u iLfl k .. I l....
Print Name
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EXHIBIT A
SPECIFICATIONS
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.
Title Commitments and Title Policies:
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 which 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)
selected for the project; and at the same time, they are supplied to the title company(s)
selected for the project. For this reason, the dollar value of the property is not yet known at
the time the commitment order is placed. Proposed policy values, therefore, are usually
"TBD" (To Be Determined).
In addition, the County rarely purchases entire subdivided lots in platted subdivisions. The
greatest volume of work will be in support of roadway expansion projects, where strips of
land from the frontage of properties must be acquired to expand the right-of-way corridor.
Also, because the County rarely finds just these "strip takings" already listed for sale, our
purchase negotiations take far longer than the average real estate transaction. It can often be
ten (10) or twelve (12) months, or longer, between the time that the County first places an
order for a title commitment, and the time that the County closes on the purchase of the
property and orders a title policy.
Because the County must order its title commitments in advance of reaching an agreement in
order to ensure the County is, in fact, negotiating with the persons and/or companies with
the lawful authority to sell, the County does not know at that time whether or not the County
will be able to close the transaction. When the asking price of the property simply cannot be
justified in the public interest, the County may change the design and consider locating its
improvements elsewhere. When this happens, or when the County condemns property,
there will be no order for a title policy. Condemnation also becomes inevitable when 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.
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While the County occasionally requires a title commitment on a single property, more than
likely, the County will be involved in a major public works project which affects many
properties at the same time. For this reason, title commitments are often ordered in numbers
(sometimes as many as twenty (20) to forty (40) at once). This is why the specifications for
Preparation and Delivery of Title Commitments address the staggered delivery of title
commitments where large numbers are ordered at once (See paragraph 11 below),
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, releases, subordinations,
affidavits, requests for estoppels, special assessments, tax proration's, 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 the preparation of 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.
Title Commitment Preparation
1. Unless a prior title insurance policy is obtained, title Commitments must be based on no
less than a 30-year search and are to be prepared as follows:
a. Schedule" A" must identify the specific interest in real property to be acquired by the
County, the current record title holder of the fee simple interest in said real property,
and the exact manner in which said title is currently held;
b. Schedule "B_1" must list only those requirements necessary to guarantee insurability
in the event a title policy is to be purchased. Requirements should be listed in reverse
chronological order, beginning with the particular instrument which must be executed
by the current title holder in order to vest that particular real property interest with
the County; and
c. Schedule "B_2" must list only those easements and other exceptions to which any title
policy would be subject (see Paragraph 3). These must be listed in reverse
chronological order.
2. In addition to the title commitments issued pending a fee simple acquisition, Company
shall provide title commitments for easement acquisition, and shall NOT, in such cases,
require the execution of a warranty deed, but shall instead itemize as a requirement the
recording of an easement for the purpose(s) specified in the County's 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. In the case of the latter, Schedule B-II shall list
only those exceptions applicable to the subject parcel (and shall not include those
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exceptions applicable to the remainder 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 contain verification that
Company has checked the names of all "relevant parties to the transaction" (defined in
this case as sellers, buyers and any non-traditional lenders) against the "Specially
Designated Nationals and Blocked Persons" (SDN) list published by the Office of Foreign
Assets Control (OF AC). If Company's search discloses a "match," the commitment must
include, in Schedule B-1, a statement that a match against the SDN list was found.
5. 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.
6. 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.
7. "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.
8. In addition to the terms and conditions governing invoicing contained in Paragraph 3 of
the Annual Agreement for Title Commitments, all invoices, bills and/ or statements must
specify the exact service performed, i.e., issuance of title commitment, issuance of title
policy, etc. All invoices submitted for payment must be originals on Company letterhead;
must list Company as "payee"; and must reference the PO number, Project Number and
Parcel number provided to Company by County. Copies of invoices and invoices from
entities other than the Company under annual contract with the County will not be paid.
9 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.
10. Title commitments and updated search reports shall include as attachments legible copies
of all state and federal tax liens, ad valorem tax deficiencies, mechanic's and
materialmen's liens, mortgages and financing statements, judgments, lis pendens,
contracts for deed, recorded leases, easements and any and all covenants and restrictions
of record affecting the real property sought by the County. (Copies of encumbrances that
affect the parent tract but which do not affect the subject parcels being acquired by
County are not to be included.)
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Where the portion of property sought by the County is part of the common elements of
any 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.
Where the portion of the real property sought by County is part of the common elements
of a condominium, Company shall include with the title commitment a copy of the
declaration of condominium and any amendments thereto. Recognizing that these
association documents can be quite voluminous, Company shall contact County if there is
doubt as to whether said copies are necessary.
Copies of instruments should be attached to the title commitment in the same reverse
chronological order as listed in Schedules "B-1" and "B-2". After the copy of the
instrument that evidences the current record title holder, there should be attached in
reverse chronological order copies of all those instruments listed in Schedule "B-1",
followed by all of those instruments listed in Schedule "B-2" in reverse chronological
order.
11. 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 Ordered Delivery Schedule **
1 to 3 6 Business Days
4 to 6 10 Business Days
7 to 12 15 Business Days
13 to 25 20 Business Days
26 to 35 25 Business Days
Over 35 To be negotiated
Update 6 Business Days
**This delivery schedule shall govern unless an alternate schedule is submitted with Bid.
12. 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 B-1 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.
14. The recording of corporate resolutions in the public records shall NOT be listed as a B-
I requirement.
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15. 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. Company shall provide the Property Appraiser's folio number for the parent tract from
which County seeks an interest in real property. Ad Valorem taxes, both current and
delinquent, if any, shall be itemized in the title commitment.
17. 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.
18. 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.
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 can be turned over to
the Title Company for the preparation of legal instruments and the assemblage of all releases,
subordinations, estoppels, proration's and other required documents. The Right-of-Way
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 Property 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 Property Specialist that the
closing has occurred. Copies of all executed closing documents, including any B-1
requirements, will be provided to County.
In order to comply with both the purchasing policy of County and requirements of most title
underwriters, Company will email to County a "pdf" ~ of the original title policy
simultaneously with submission of the original invoice for services. Company will then
deliver the original executed title policy immediately upon receipt of payment from County.
Page 14 of 16
168 9
(As an alternative, Company can deliver the original title policy simultaneously with
submission of the original invoice for services)
END OF EXHIBIT A
Page 15 of 16
168 9
EXHIBIT B
BID RESPONSE
810# 09-5185
Bid Res-pense Form is electronic. Please input y.our prices online.
The Bidder proposes and agrees; if this Bid is accepted, to contract w:ith the County to
furnish work in full, in complete accordance with the attached specifications, according
to the following unit prices:
Title Commitment
(-Upon--policy issuance, a credit will be given
to County in the amount of $ ,~O .00 )
$
7-S0, DO
(flat rate)
Update of Commitment
(Endorsement to Initial Commitment)
$
~ ~ ,00
(flat rate)
Risk Premiums for Title Insurance (Over & above minimum $100 rate set forth in
law) (Note: Insurance amounts 'will be rounded up to the next multiple of $100 for
purposes of all premium calculations)
Real Estate Closing Services
$ S. CD 1$1,000
$ ~. 00 1$1,000
$ L, 00 1$1,000
$ l. .DD 1$1,000
$ ~. 6D 1$1,000
$ 1 SO per Parcel
$ 0 to $ 100,000 real property value
$ 100,001 to $ 1,000,000 real property value
$1,000,001 to $ 5,000,000 real property value
$5,000,001 to $10,000,000 real property value
\
Over $10,000,000 real property value
Note: If you choose to bid manually, please submit an ORIGINAL and ONE COpy
of your bid response pages. The undersigned agrees that should this Bid be
accepted, to execute a formal contract, if required, and present the formal contract to
the County Purchasing Director for approval within fifteen (15) days after being notified
of an award.
Page 16 of 16
1 oR 9
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP 10m OAT f.l..../CONYYY)
!i'ROTI-1 05/19/09
I"AQDUCl" THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Insurance and Risk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Servicas. Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
8950 Fontana Del Sol Way '200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples F~ 34109-4374
phone: 239-649-14U Fax: 239-649-7933 INSURERS AFFORDING COVERAGE NAIC#
IN8URED ~E"A ..,t_l Ual... "l.. ~- _. 19445
IN$lJRERI: _.I_h-.'l.....l.l1lyU... 26883
Pro Title and Ab.tract, Inc. ,..SUIlEAC .d..-U.1. ...l.,..U 1... Ce. 10701
75 Vineyards Boulevard. 11500 lNaUAERtI" Hanover Insurance Company 01386
Naples FL 34119
INSURER E'
THE .-ollClEa 0' IMSURANC:E LlaUDBI!LOYl'.....VE _EN tS&UED TO THE INaUREDH.....e.D .-OVE FOR THr; ~Ol'C't PEAtOO "DICoklED. NOTW1Tt4IT,,"OIHO
ANY REQUIREMENT. TERM OR C()tI)lTlON oF AN., CONTRACT OR OTHER OOCUMEHTWlTH FlESpecT TOWHtcH n..CE"Tl'ICo\lE MAYBE iUUtOOR
.....y nATAIN. THE ~UAANc:E MPQFU)EO IV THI'ClICIEI DlIClttBED MEIilEIN.1 SuaJECl TO ALto nui lP..... EXClUSION' AND CONOITIONS Of IUCH
~1CE.a, AooRECiATE lINlT1I SHONN MAY H,WIE. BlEN REDUCI!D 11'1' I"AlD a..A....
,... i'OO'L poUCY EFF1CTNE POlICY lJlPUtATION
L'. 'OO TYPE OF ..-\MANCE ItOLIC't HUM_R CATE ......tODffT MTlI"'MIOQNY l."ITI
~fIAl,.UMLln 004 oCOJRAE Nc:E ' 1.000,000
D,u,AlJi TO RiNtEO
B X ~ l5'RC'''' ......... ,....."" 013345864 01/08/09 01/08/10 ~1".Eal!e~QI' ' 0
f-- X CLAIM' MADE. 0 gCC;;U1ll MED ~XP IA"V - 1*..,1 . 0
-- PEIllSONAl. & Ar:w~.IJRV . 0
~ professonal Liab. OINEAAL AQGA1GA1'E .1.000,000
n .....a"En'''-' pROQUCTI _ COMP/OP AGO o 0
1'11I0- n ~~
POll(;'I' JECT l.OC Emp Sen. 0
~glllD&El.~'t COYINED alNCN.E LIIlIIT 01.000,000
D ~ ItHVAUTO AZJ300366300 OS/23/08 OS/23/09 I~~"tl
~ .+.l.L CWt'NED AUTOI
IoOOIl.V INJURY .
8CHEDULED AUlaS IP.,,....,'
~
~ MIIltED AUTOS
tool!. Y INJURY .
NON-OWNED AUTDa ~.,.~."I)
I ,.--
I - PROPeRTV OAMAOE
IP..~..t) .
RE~TY ..UTD OHlY +EAACCDENT .
ANV AUTO E"'CC 0
entER THAN
AUTO ONI. V ... 0
0.........'''' L....UTy EACH OCCUMEJrlCE ,
ocCVIll 0 Q..ANSMAO! AOGREGATE 0
--
.
~ CE.UC"'''' .
RETEHTION . i --~-~
.
WORKERS COMPE,.AnDN NfJ I we.TATU- I \OTtio
E.PlOYE.RrLr.AK.ffY T~YI.Nlll ~ t.
C 83039949 09/01/08 09/01/09 !.L.tACHACClOI!NT o 1000000
ANY PROPA&TOMARTN!RIIXI!.CU1"1\/!.
OFFlCERlWEMeEll iX~UDI! D1
1f.._~\lMer E.l. DlIEA8E - EA EMPLOV!E , 1000000
-
S~L PROV"'IOM.t.tIICIW E L. OIteA.lI! . POliCY l.1lI1l , 1000000
a"''''
A Title Agents 6004515 06/16/08 06/30/09 Limit 1.000.000
Prof....iona1 Liab. a..tention 5,000
OUCfUI"TION OF OPlMTIO.../L.OCATIO../Vv<<\.U' PCLU~ NlDE 0 I'l' ENDOfISelle.NT ,spECIAL f'fteN*Ol'6S
contract' 09-5185
CERTIFICATE HOLDER
CANCELLATION
COVERAGES
COLLC02
~UlONl'f 011 THE AllOW. OEICR_O ..oucIEa IE CANCELLED IEFORI THlVCP'.-.T1ON
DATI! tl-EREOf, THE ~1\MtO INlURER WILl. ENDEAYORTD l&AIl
30
OIlY. Wftrn~
Collier County Board of County
cOJIIIIlissiDner.
3301 Baat Tamiami Trail
Nap1e. VI. 34112
NOTICE to THE cettTFICATl HOLDER H....EO TO THE LEfT, 8Ul F AlW.'0 DO ~ atW.L
UIIP"OaE NO 08LIOATIOMOItLIA..L.I1V OF N4Y K11C1 UP"ONn.l...lJREft.1T1I MENte ~
~ ACORD CORPORATION 1988
ACORD 25 (2001/08)
"_.._-----_._--~._._--".._--_._--+---_..--_._._.__._--'-
---------...-----.------. .-.--....-. .__.~_. ---.---.--
1
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. A statlJTlent
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WANED, 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 certificale
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side or this fOI1Tl does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate OOlder, nor does it
affirmatively or negatively amend, exten:l or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
Patricia L. Morgan
168 9
From:
Sent:
To:
Cc:
Subject:
Attachments:
DeLeon Diana [DianaDeLeon@colliergov.net]
Friday, July 23, 2010 10:24 AM
Patricia L. Morgan
CummingsRhonda; hendricks_k
Amend #1 to Contract 09-5185 Title Commitments & Real Estate Closing
09-5185 Amend #1 (SFT&T).pdf; 09-5185 Amend #1 (American Gov).pdf; 09-5185 Amend #1
(Bond Schoeneck).pdf; 09-5185 Amend #1 (Conroy).pdf: 09-5185 Amend #1 (First
Boston).pdf; 09-5185 Amend #1 (First Title).pdf; 09-5185 Amend #1 (Pro Title).pdf
Pat,
Attached is amendment #1 to the referenced contract. Only one (1) firm is missing the amendment--Stewart Title. They
returned it to us, but CAO is holding it until they either provide signature authority or have it re-signed by the correct
person. The documents have all been mailed to the respective firms and have been attached to the contracts in SAP.
I will e-mail you the last one as soon as I receive it. Also, the amendment will be reported on the BCC Administrative
Report once we have all of them.
Thanks,
Diana De Leon
Collier County Board of County Commissioners
Purchasing Dept., Bldg. G
(239)252-8375; Fax (239)252-6597
dia "adeleon@colJiergov.net
"",j,.., "'",..,"', I...... c """j i3,.~U,m:s".; "'" ,.','0;", H'U)"ls !f vo" ,hi '~,"I ,va'" yOUI f.' "1<"; ",hiLS,; reli'.'<J';,'Q Ii' f" "';'.,n"" i'l "i.,;b'". !h.i:.'llis 'EX]",";!. dc. ",,: "'C',':
:,:~(:~'~qj-)'~;; .'.:.1;' i' f'r-,t;'!'\, inst~;:li.~ ,.~)Pl(h"~llt'il;~; dlice r:;\ !;:;Ier,.t'<"lf' 1)1' :{\ ",\.;i/nq
168 9
EXHlBrr A-I Contract Amendment # 09.5185
"Preparation & Delivery of Title Commitments and Real Estate Closing Services"
This amendment, dated __ It,J,l ~~ ;.t:__, 2010 to the referenced agreement shall be by and
between the parties to the orig . al greement, Pro Title & Abstract, Inc., to be referred to as
;'Contractor"' and Collier County, Florida, (to be referred to as ;'County").
Statement of Understanding
RE: Contract #09-5185 "Preparation & Delivery of Title Commitments and Real Estate
Closing Services"
The following change to the above referenced Agreement h~l.s been mutually agreed to by the
Contractor and the County. The additions to the existing language in the Agreement are shown
herein by underlining; deletions from the Agreement are shown by :;trikethrough~l.
Replace ori~inal contract Section 1 "Commencement" paragraph 1, with the followin~
reyised language:
1. COMMENCEMENT. The A~reemcnt shaH commence upon the date the
Agreement is approvl:.d by the Board of County Commissioners. The Company
shall not begin work on any assignment unl~~s a written gruer for that particular
assignment and a purchase order have been issued bv the County. Facsimile and
email transmissions shall be deemed to fulfill the writing requirement. Requests
for updates and cn~iorsements may be made verbally.
Change original contrllct Section 1 "Commencement" paragraph 2, as follows:
In aC'cordancewith Bid 09-5185 "Preparation and Delivery of Title Commitments
and Real Estate Closing Services", Contractor shall provide a written fee
proposal to the County for each service, in accordance with the bid submitted,
herein referenced as Exhibit B and hereinafter "Work", to be performed under
this Agreement. Upon approval by the Contract Manager, a Purchase Order am=!
;) Notice to Proceed shall be issued for the service as spl:'cified in the proposal.
Tlw Contractor shall th.'n providl' tlw -;pecified sL'rvice to the County. The
Agreement shall be lor done (1) year period, effcctivt' on the diltt.~ the Agreement
is approved by the Board of County Commissioners.
Add the following Section 31:
31. SUSPEN5.JQN: OR TERMINATION OF ORDERS. At the sole discretion of the
County, the CouB!.Y-_reserves the right to suspend or terminate any orders on a
pared bv parcel basis. In this e\'_~~!lt.. th(~S;:punty will make partial payment when
the ComlJaDX has pNformed work pursuant to the order. The amount of the
partial payment will b(~ mutually negotiated as a reasonable f(~e based upon the
amount of work performed bv the Contractor i1l..~~ecution of the order. In the
event that the County terminates or suspends an order, the Contractor's recovery
against the Cou_ntv shall be limited to that portion of the order amount earned
through the date of termination. The Contractor shall not be entitled to any other
168 9
or further recovery against the County, including, but not limited to, any damages
or any antidpatgd profit on portions of the services not performed.
'The Contractor agrees that this amends the original ^gre~ment. All other terms and conditions of
the Agreement shall remain in force.
IN \VlTNESS WHEREOF. the Contractor and thl: County have each, respectively, by an
authorized person or agent. hereunder set their hands and seals on the date(s) indicated below'.
CONTRACTOR
,... ,.._"
/
I"
.~M"'.i..._........"._.."_.._._..,_.._," ...
"'0_... ....._----..-.-
Pro Title & Abstract, Inc.
'\
"-
By:
title:
Dated:
'~~~-;;~er~-L~~- ex. e (~
~f-+ii) --~:
OWNER:
BOARD OF COUNTY COMMISSIONERS
COLLIER cot rNTY, FLORIDA
By: .,<._' ',: :..J-;.-..... .:~.:,::;.:.-:!.:...""::J-.:!Ii-'
Stepben Y. Carnell '
Director of Purchasing and General Services
Approved as to f'onn and
L~'suffiJie~9;J .J
( itJ... r \
. I / (
"''C4 I '----,/ ( t:--. '"
S~6'it R:;l'~ach- .--.- ~~~-
Deputy County Attorney