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Backup Documents 04/14/2009 Item #16B 9 16B9 MEMORANDUM Date: May 27,2009 To: Rhonda Cummings, Contract Specialist Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Conroy, Conroy & Durant, P.A. Enclosed, you will find an original contract document, referenced above, (Agenda Item #16B9) approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second original will be held in the Minutes and Records Department as part of the Board's permanent record. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure ITEM NO.: cA ~\2.C--- 0 Ilq If .....~;I6~B 9 . ~T"':~7cEI~/,~ p,J- . : .,., . '24 d v S ~ . \) ,,\ IV ' 'bll;rVl /,t ~ D"b r'\ i!. VI. ~ c;1-Z--./0qdi1-')b' / )61'1 FILE NO.: ROUTED TO: DO NOT WRITE ABOVE THIS LINE Date: REQUEST FOR LEGAL SERVICES May 15. 2009 ./ C;Jt f County Attorneis Office / ~ '')'> Attention: Jeff Klatzkow To: From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Conroy, Conroy & Durant, P.A. BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA 16B9 MEMORANDUM TO: Ray Carter Risk Management Department FROM: ,. Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department 11" May 15, 2009 l) DATE: RE: Review of Insurance for Contract: #09-5185 Delivery of Title Commitments and Real Services" Contractor: Conroy, Conroy & Durant, P.A. This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.8.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/R C C: Kevin Hendricks, TECM/ROWA RECEIVED MA y 1~) 2009 T RLS# (99- fJ;eL- ~//?, 168 9 CHECKLIST FOR REVIEWING CONTRACTS Entity Name: (l&/UMY j ('.J'!}/Uh'l' oJ. DC! Qlttu7) /A Provided $ ~ kA..t L Exp. Date Provided $ l ~ Exp. Date Provided $ Exp. Date Provided $ , Ml L Exp. Date Provided $ Exp. Date ~ INCYUblC.!? 7 Provided $ Exp Date Entity name correct on contract? Entity registered with FL Sec. of State? ~es ~es Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I "" I l- Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ SfYt:J. DO 0 Workers Compensation ' Each accident Required $ Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ i M. l L Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ r M..t L- Per Aggregate Required $ Other Insurance Each Occur Type: ~Yes \./" Yes Yes ----i.L- Y es Provided $5-0?', 00 t.> Provided $ \ [ Provided $ l I Exp Date Exp Date ~es I ( Provided $ I i\A. ( L Provided $ 2 ~t L Required $ Provided $ ~Yes ~Yes ___~.~~~'V es Yes Yes Yes Yes \/"Yes ~Yes ~Yes \'J\l\ ---lL.. Y es \ --1.L- Y es ~Yes --1L- Y es pes County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? No No No No I.,../' No No tJ I' / ~q I , [ t ( l ( , , Exp Date \ I f) / I 0 ( Exp Date I ~ Exp Date I L $>Jlloq " , No Exp. Date ~ Exp. Date t ' Exp Date_ No No No ~No No No No No No No No Attachments Are all required attachments included? No No No ReVie~e~ Initials: ~~ Dale: 57 Z I( e:>9 04-COA-0 I 030/222 16B9 mausen_g From: Sent: To: Cc: Subject: RaymondCarter Friday, May 15, 2009 3:42 PM CummingsRhonda hendricks_k; mausen_g Contract 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Rhonda, I have approved the Certificate(s) of Insurance provided by Conroy, Conroy & Durant, P.A. for contract 09-5185. The contract will now be forwarded to the County Attorney's Office for their review. Thank you, Ray. ~ Cah.t.eJL Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 ww:v.sunbiz.org .. Department of State Page 1 of2 1689 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List R~tYmnLl..ist IEntity Name Search Submit I I:ve.nts Name History Detail by Entity Name Florida Profit Corporation CONROY, CONROY & DURANT, PA Filing Information Document Number P01000099139 FEI/EIN Number 593750015 Date Filed 10/11/2001 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 12/30/2004 Event Effective Date 01/01/2005 Principal Address 2210 VANDERBILT BEACH ROAD SUITE 1201 NAPLES FL 34109 Changed 10/10/2005 Mailing Address 2210 VANDERBILT BEACH ROAD SUITE 1201 NAPLES FL 34109 Changed 10/10/2005 Registered Agent Name & Address CONROY, J. THOMAS III 2210 VANDERBILT BEACH ROAD SUITE 1201 NAPLES FL 34109 Name Changed: 01/18/2005 Address Changed: 10/10/2005 Officer/Director Detail Name & Address Title P CONROY, J. THOMAS III 2210 VANDERBILT BEACH STE 1201 NAPLES FL 34109 TitleVP http://www . sunbiz. org/ scripts/ cordet.exe ?action= D ETFIL&in~ doc _ number= PO 1 0000991... 4/24/2009 www.sunbiz.org - Department of State DURANT, MICHAEL A 2210 VANDERBilT BEACH RD STE 1201 NAPLES Fl 34109 Title VP CONROY, KRISTIN M 2210 VANDERBilT BEACH RD STE 1201 NAPLES Fl 34109 Annual Reports Report Year Filed Date 2006 01/23/2006 2007 01/30/2007 2008 04/25/2008 Document Images 04/25/2008 -- ANNUAL REPORT OJL:30/2007 .- ANNUAL REPORT OJ/23/20llii=.l\Nt'>JJJAl REPORI_ 10/1 Ol2Q05~~Be9 ,AgentC b<:!nge OJI1S/2005::AN NUALBEPORT 12/3012004...~.~...N.ame...Change 01/14/2004~-ANNUALRI::PORT OJJ2712003--ANNUALREPORT 02107/2002 -- ANNUAL REPORT 10/JJ/200J~~DQme$liG... Profit Page 2 of2 16 B 9 1 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format I Note: This is not official record. See documents if question or conflict. I Evellt$ Name History Ne~t9nl"i$J Return.I9J..~t PreYi9Y$..9nl"i$t IEntity Name Search Submit I I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I COPYright and Privacy Policies Copyright (r') 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number=PO 1 0000991... 4/24/2009 16B9 A G R E E MEN T 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 Conroy, Conroy & Durant, P.A., authorized to do business in the State of Florida, whose business address is 2210 Vanderbilt Beach Road, Suite 1201, Naples, Florida 34109, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 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 Page 1 of 16 1689 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) usmg 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 Page 2 of 16 1689 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. Page 3 of 16 1689 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: Michael A. Durant, Vice President Conroy, Conroy & Durant, P.A. 2210 Vanderbilt Beach Road, Suite 1201 Naples, FL 34109 Phone: 239-649-5200; Fax: 239-649-8140 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.S., 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. Page 4 of 16 1689 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. Page 5 of 16 1689 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. Page 6 of]6 16B9 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. SUBTECT 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 U.s.e. 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 matters. 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. Page 7 of 16 16B9 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 PERSONNEuPROTECT 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. Page 8 of 16 1689 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. ATTEST: Dwight E. Brock, Clerk of Courts BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA (J By: If!~ ~~ Donna Fiala, Chairman By: ~ ~OJ-. Dated:S" .....~'. '.~..,:":""" ". ( E i\ J...) '.. " t:? . .~..' ~. ..' ""I '. ..,.... a;a:" :at!it.o!.a.t~ 'J , .1.... ':. :"'f"t.-:"\: ~: t '. ......Jt )" .". <'.4" '", .~~, '. '...~"''"'i: ...~. ~-; ~~.Ji !\I:;rY '. ~:.! ~:l9 ." : ,; , ~:-. ::"~,::,!~,, ~'iV 3N,:)....) ,., ~~~ Conroy, Conroy & Durant, P.A. /'--\ I 1 / ) J((~L{u~. Ir Signature ~e. \\\~~U tTypejprint witness\namet I~:> d Witness JACQUEUNE L. ANDREWS JACQUELINE L. .~~'" tTypejprint witness namet Michael A. Durant, Vice-President Typed signature and title Approved as to form and legal sufficiency: ~ 't(- R I~"L Item# ~ A ifil9tMLt County Attorney 'O~ "'" toy $"lDit R. t:t4~h Print Name Agenda ij.-f tJ...f'a Date ~, Page 9 of 16 1689 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. Page 10 ofl6 1689 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 3D-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 Page II of 16 1689 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 (OFAC). If Company's search discloses a "match," the commitment must include, in Schedule B-1, a statement that a match against the SDN list was found. 5. 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.) Page 12 of 16 1689 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. Page 13 of 16 16B 9 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" fQl2Y 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 140fl6 1689 (As an alternative, Company can deliver the original title policy simultaneously with submission of the original invoice for services) END OF EXHIBIT A Page ] 5 of 16 1689 EXHIBIT B BID RESPONSE BID# 09-5185 Bid Response Form is electronic. Please input your prices online. The Bidder proposes and agrees, if this Bid is accepted, to contract with 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 !!-e given to County in the amount of $ 1 D . 00 ) $ 3 OD I Oa (flat rate) Update of Commitment (Endorsement to Initial Commitment) $ 15'(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) $ 0 to $ 100,000 real property value $ 'S.iS- 1$1,000 $ ~oo 1$1,000 $ ;?~ 1$1,000 $ ~.~) 1$1,000 $ ;>h () 0 1$1,000 $ ~ ) O.~er Parcel $ 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 Real Estate Closing Services Note: If you choose to bid manually, please submit an ORIGINAL and ONE COpy of your bid response pages. The undersigned Clgrees 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 fifteeJl (15) days after being notified of an award. Page 16 of 16 CERTIFICATE OF INSURANCE This certifies that D STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois D STATE FARM GENERAL INSURANCE COMPANY. Bloomington. Illinois D STATE FARM FIRE AND CASUALTY COMPANY, Scarborough. Ontario I8l STATE FARM FLORIDA INSURANCE COMPANY. Winter Haven, Florida D STATE FARM LLOYDS, Dallas. Texas insures the following policyholder for the coverages indicated below: Name of policyhOlder C:ONR,JY, CONROY, AND DURJI.NT PA Address of policyholder 2210 VANDERBILT flEACl RD fi'l'F 1201 NAPLES, FL 34109 Location of operations SAME. _____.____ . .__._._. Description of operations Business-Of:ice/Workers camp The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is subject to all the terms exclusions. and conditions of those policies. The limits of liability shown may have been reduced by any paid claims. POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBER TYPE OF INSURANCE Effective Date: Expiration Date (at beginning of policy period) 98 Q6 0220 7 B Comprehensive 08/01/08 08/01/0~ BODILY INJURY AND 98-Q6-0220-7 B Business Liability 00/01/08 . On/Ol/o~ PROPERTY DAMAGE ------------------. ------ t:f Pr;;duCtS-~ Completed 'Operatio.tis' - -.. h. --......... h. -- . This insurance includes: o Contractual Liability D Underground Hazard Coverage Each Occurrence $1,000,000 D Personal Injury D Advertising Injury General Aggregate $ 2, [lOO, 000 D Explosion Hazard Coverage D Collapse Hazard Coverage Products - Completed $ 2,OCO,ooo I8l ENO'o (Employers Non Uwned Auto l,iilfli1ityl Operations Aggregate D POLICY PERIOD .-. BODILY INJURY AND PROPERTY DAMAGE EXCESS LIABILITY . Effective Date : Expiration Date (Combined Single Limit) I8l Umbrella I-----.~..~.._... 98-(262502 8 B G8/01/0B . OB/Ol/C9 Each Occurrence $1,000,000 o Other Aggregate ~.__..-._- --._- $ 1 ,DOO, 000 _.-- .".-..'-- Part 1 STATUTORY .--- - - ------ ..._-~-_..._-- Part 2 BOD I L Y INJURY 9BTY--25CO-3 F Workers' Compensalion 01/07/09 01/OU10 and Employers Liability Each Accident $ JOO, 000 Disease Each Employee $500,000 Disease - Policy Limit $5DO,OOO ~'-'--~ .-. ..--..- _.~- --,-~~~--. POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBER TYPE OF INSURANCE Effective Date : Expiration Date. (at beginning of policy period) -- ---.- --- --- _._-~--------- - -----~ --~~._---..~-_._-~ THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS, EXTENDS OR AL TERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. Addi,:iona1 Insured If any of the described policies are canceled before its expiration date, State Farm will try to mail a written notice to the certificate holder 30 days before cancellation. If however, we fail to mail such notice, no obligation or liability will be imposed on Stale Fann or its agents or representatives. Name and Address of Certificate Holder Collier County Board of County Corruuis.5ione.rs Naples, ,,'1or~da -~..- Signalure of Authonzed Representative _t\_'I~Il_!: C5/:J6/09 Tijle Date , Age~f~ Code Stamp AFO Code FSg-, 558.994 '.3 04-1999 Pnnted in U.SA 16B 9 16B9 ... Professionals Direct % INSURANGI: COMPANY ( All ;".mrallce compallY. /rere;II called tile CompallY) ProDirectSelect@ DECLARATIONS Lawyers Professional Liability Insurance Policy TJ/lS IS A CLAIMS-MADE POLICY. PLEASE READ TilE POLICY CAREFULL Y. Issue Date: January 29. 2009 Policy Number: 09FL20001oo0100-LPL l. Named Insured and Address: Conroy. Conroy & Durant. PA 2210 Vanderbilt Beach Road Naples FL 34109 2. Policy Period: Effective Date: January 1. 2009 Expiration Date: January I. 2010 Firm Retroactive Date: February I. 2002 Endorsement Effective Date: 12:01 A.M. Standard Time at the address of the Named Insured as stated herein. Chau2e Description: Policy New For New Business 4. Limit of Liability. (Includes Claim Expenses) $1.000.000 $2.000.000 Each Claim Aggregate J. Producer Name: Professionals Direct Insurance Services PO Box 2679 Grand Rapids MI 49501 - 2679 Schedule of Lawyer(s) 5. Deductible: $10.000 Per Claim .YlY.m Kristin Conroy J Thomas Conroy III Michael Durant Joshua Rudnick Retroactive Date Seplember 17, 2003 November I. 1991 January 1. 2002 April 18, 2005 Annual Premium: $28,693.00 Revised Anuual Premium: Additional/Return Premium: Taxes/State fees: $1.569.51 THIS IS NOT A BILL Forms Attached at Issue: S-LPL.J2oo (04/07) S-LPL-E213FL (06-08) S-LPL-FL (06-07) Fon.ls attached by endorsement: By acceptance oflhis policy the Insured agrees that the stalements in lhis Declaration and the Application on file with the Company and any attachments hereto are the Insured's agreements and representations. and that this policy embodies all agreements existing between the Insured and the Company or any ofils representatives relating to this Insurance. Counlersigned at: Grand Rapids. MI Authorized Representati ves: ~ ~ Stephen M. Tuuk. President Charles F. Cronin. Secretary Countersign Date: January 29. 2009 S.LPL-D201 (04/06) S LI'LIJ!OI (04106) Patricia L. Morgan 168 9 From: Sent: To: Cc: Subject: Attachments: Deleon Diana [DianaDeleon@colliergov.net] Friday, July 23, 2010 1024 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 amendmentnStewart Title. They returned it to us, but CAD 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 d ia nadeleon@lcolliergov.net ,'i," (':;'l"C'" 16a 9 EXHIBIT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Ihis amendmenl. dated --'=tL";+..G~~.,-, 201 () to the referenced agreement shall be by and between the pm'tles to the o"'glllal Agreement, Conroy, Conroy & Durant, P.A., to be rclerred to as "Contractor" and Collier County, Florida. (to be referred 10 as "County"). Statement of V nderstanding RE: Contract #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" The following change to the above referenced Agreement has been mutually agreed to by the Contractor and the County. The additions to the existing language in the Agreement are shown herein by underlinin~; deletions from the Agreement are shown by striloethrougl,,,. Rqllace original contract S~cti()n I "Colllm~ncemenl" paragraph I, with th~ following revised language: 1. COMMENCEMENT. The Agrl'emc:l1\, shall commence upon the date the Agreement is approved bv the Board of County Commissioners. The Company shall not begin work on any assignm(;Jltll.nless a written order for that particular dssignnlent and a pun~hase orde~' have~x~en issued bv the Count\'. Facsitnile and email transmissions shall be dl'emed to fulfill the writing requirement. Requests h2rlJ-12ddtes and endUrSl'ml'nts nlav be [Hade ,ver~ Change original contnu.:t Sl'l'tion 1 "Commencement" paragraph 2. as follows; In <Kcordance with Bid ()9-51R5 "Preparation and Delivery of Title Commitments and Rl'al Estate Closing Servin's", CelJ1tractor shall provide a written fel' proposal to the County for l'ach service, ,n accordance with the bid submitted, hen'in referenced as Exhibit B and hereinafter "\'vork", to be performed under this Agreement. Upon approval by the Contract Manager, a Purchase Order alli4 a ,'Joticl' to Proceed shall be issUl'd for the "e,,'ice as specified in thl' proposal. The Contractor shall then provide the specified service to the County. The Agreement shall be for a one (!) year ]wriod, effl'ctive on the datl' the: i\greement is approved by the Belard of County Commissioners. Add the following Section _, I: 31. SUSI!ENSION ORIERMINATlON OF ORDERS. At the sole discretion of tlw County, the .c::ollntv reSl'l'\'l'S the right to suspl'nd ,or terminate any orders on a 12clI,-,'1 bv parcel basis In this ev(~nt, the County wiIl11lak_~ partial piWlJlel1t'01hen the Companyl"-,,s perfornlc:~L\V_QT_". pursuant J.()J:hc:.. order. rhe amount of the partial payment will lw rnu\'l<lllY nc:g()J.l",ted as a rl'asonablc- fee based upon the amount of work pertcmned by the Contractor in l'xcfution of till' order. .1]1 the t,~,\:"ent that the County' tern1inatL's or suspends an order, the Contractor'~_" recover\' a~.ainst the Countv.sl"lilll bl' limited to that portion of the order amount earneg th.rough the date of termination. I he Contractor shall not be entitled to any other 168 9 9-' further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not perf9rmed. The Contractor agrees that this amends the original Agreement. All other terms and conditions of the Agreement shall remain in t()[ce. IN WITNESS WHEREOF. the Contractor and the County have each. respectively. by an authorized person or agent, hcreunder set their hands and seals on the daters) indieated below. CO"lIRACTOi{ j ! . t ". ~":~:.~;'~'~''------ Conroy, Conroy & Durant, P.A. By fl~ ,L,"-'<', ,11""u""J, r;t1e:L_,.,~'C=jl',~, _~_..,_. Dated: ..."'.-, 0\\ '-LR: BOARD OF ('( lUNTY COMMISSIOl\ERS COLlIER COUNTY. FLORl!)A By: ! ?-.- . /" I / Stcpl~:n '.~~ell./..jLli~7JL Director of Purehasing and General Serviccs Approved as to limn and Legal ;;wlil'iencv: '-- // .. f" 1 --~-.' J ( .-L.c",,& L Scull R. i caeh Deputy County Attorney 168 '9 MEMORANDUM Date: May 20, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Pro Title & Abstract, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B9), approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure (I) Date: 168 i () T, :L~DA TE~REdIVED: ..1- .' \," \: l.- ','( ()~ /)~ \,.:\ '" I .. ,,- [ \,: 15 (L, I/S -t Ie) I' 1>l);~ 8t t. · ::~f/A ~ 0,0 S)J9/~: ~~""}; May 5, 2009 <; 1+ "y dj County Attorney's Office ~/ lJl1 '0 J '.!. Attention: Jeff Klatzkow ''5 9 ITEM NO.: O1-~-'i)(tcry FILE NO.: ROUTED TO: r .... " DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 To: Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Pro Title & Abstract, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. j Cf' /).~Jv I...f --Il cd 0 ^..\-V I~ ~. ::, -~jI ~ ~V, ~ ~ ~ '--6'^~ C: Kevin Hendricks, TECM/ROWA RLS # (Yl- jJ ~e. - ~ /If'f CHECKLIST FOR REVIEWING CONTRACTS Entity Name: p~o -17 nf. Cf- ftfl5'rk!J4t!.-/. IIUC, , Entity Dame correct on contract? Entity registered with FL Sec. of State? ~es ~es Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I rIA I L Products/Compl/Op Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ S&(J,OOO Provided $ Workers Compensation Each accident Required $ ~()(..) otJt> Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ Per Aggregate Required $ Other Insurance Each Occur Type: ~Yes ~Yes =:zy es --lL.- Yes Provided $ I M I t Provided $ .t8 Provided $ .:0 Provided $ I MIL Provided $~_ ftl-I MIL- Provided $ Provided $ Provided $ t MIL '( Exp Date Exp Date Yes Provided $ I M l L Provided $ Required $ Provided $ /Yes ---LY es County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? Ifattached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? --L-. Y es ~Yes ~Yes --->.L- Yes 9 168 No No No No No- No Exp. Date ~ Exp. Date $' Exp. Date Exp. Date Exp. Date Exp Date Sj23(pQ q II 10q '? Exp Date Exp Date Exp Date No Exp. Date Exp. Date (P (?;of oCt Exp Date _ No No ~"'C?"'-- VYes Yes No ~No Yes No Yes Yes No No No No No No ~Yes V Yes ~Yes Attachments Are all required attachments included? ~es No No No R'";'~~J";J;'J' k~ ~ Date: rltlf'/C/1 >>-0.- 04-COA-rfl036/222 V 168 9 MEMORANDUM TO: Ray Carter Risk Management Department DATE: Rhonda Cummings, FCCN~. P B, C Purchasing Department \jL May 5, 2009 ~ FROM: RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Pro Title & Abstract, Inc. This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. C: Kevin Hendricks, TECM/ROWA dod/RC Page 10f2 9 www.sunbiz.org - Department of State Home Contact Us E-Filing Services Document Searches Forms Help ereviOlt~ on Li~t N~xt Ql'1kl!il Return To List IEntity Name Search No Events No Name History Detail by Entity Name Florida Profit Corporation PRO TITLE & ABSTRACT, INC. Filing Information Document Number P94000070849 FEI/EIN Number 650537220 Date Filed 09/27/1994 State FL Status ACTIVE Principal Address 75 VINEYARD BLVD #500 NAPLES FL 34119 US Changed 02/05/2003 Mailing Address 75 VINEYARD BLVD #500 NAPLES FL 34119 US Changed 02/05/2003 Registered Agent Name & Address ROGERS, ROBERT F 75 VINEYARD BLVD #500 NAPLES FL 34119 US Name Changed: 02/17/1998 Address Changed: 02/05/2003 Officer/Director Detail Name & Address Title PDT PROCACCI, MICHAEL 75 VINEYARD BLVD 5TH FLOOR NAPLES FL Title 0 PROCACCI, JOSEPH 75 VINEYARD BLVD 5TH FLOOR NAPLES FL Title VS ROGERS, ROBERT 75 VINEYARD BLVD 5TH FLOOR http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number= P940000708... 5/14/2009 www.sunbiz.org - Department of State Page 2 of 2 NAPLES FL 34119 Annual Reports Report Year Filed Date 2007 07/17/2007 2008 01/23/2008 2009 03/05/2009 Document Images 03/05/2009 -~ ANNLJALRE,PORT 01J23/200a.~~.ANNLJAL REPORT 07/17/2007..- ANNUAL REPORT 04/04/2006 -~ ANNLJAL REPORT 04/29/2005 -- ANNUAL REPORT 04/02/2004 -- ANNUAL REPORT 02/05/2003 -- ANNUAL REPORT 02/10/2002 -- ANNUAL REPORT 01/26/2001 --ANNLJALREPQRT 01/19/20QO --ANNUAL REPORT 04/28/1999 -- ANNUAL REPORT 02/17/199i.L--ANNuAh REpORT 04/04/1997 --ANNLJALREPORT 03/26/1996 -- ANNUAL REPORT 04/27/1995 -- ANNUAL REPORT 168 9 Note: This is not official record. See documents if question or conflict. P..r~J{iOU~LQnJ..j~.t N.J!~J QIIL-i!;t No Name History No Events 8.~urnTQ_l.,.i~t IEntity Name Search i Horne i Conl'dct us i Docu(n(~nt Sear-dies I E-FHinq SerVices I FonriS i Help ! COPYfI(lllt and Privacy Policies COPyTl9ht (~~) 2007 State of Flot'ido, DepartllH:nt of St,Jte. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number=P940000708... 5/14/2009 168 9 A G R E E MEN T 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 "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County'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 Page 1 of 16 168 9 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) usmg 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 Page 2 of 16 1689 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 (montWy) 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. Page 3 of 16 1.6m 9 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.s., 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. Page 4 of 16 1,6:8 9 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. Page 5 of 16 16,8 9 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. Page 6 of 16 168 9 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 U.s.e. 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 matters. 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. Page 7 of 16 IfrB 9 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 PERSONNEuPROTECT 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. Page 8 of 16 16,8 '9 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; ~ - - - ~'\-' .. (SEAl!)' .. '.i\''''' ,,; ....,f.)JI.a.. , 119NtWt 'owt1.tt:/J BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA If} fjd By: ~ Donna Fiala, Chairman / - ~~ ATTEST: Dwight ~l Bn:k~t!Glerk of Courts Pro Title & Abstract, Inc. ~~~ By: Signature , \J7 ~ ess Typed signature Robert Rogers, V. P . Approved as to form and legal sufficiency: ~:ll: Q I~L I> ~i>i~taM County Attorney t).(,,,-~ S~7Lfl~".~~ Print Name Page 9 of 16 16,B ''J 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. Page 10 of 16 168 9 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 3D-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 Page II of 16 1'<1W' ....r1_'._.'''.,,-', 1619 9 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.) Page 12 of 16 16e 9 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. Page 13 ofl6 168 9 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 1689 EXHIBIT B BID RESPONSE 81D# 09-5185 Bid Response Form is electronic. Please input y.our prices online. The Bidder proposes and agrees; if this Bid is accepted, to contract with 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 $ ,-SO .Oc) ) $ 2-SV, 60 (flat rate) Update of Commitment (Endorsement to Initial Commitment) $ '7. ~ ,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) $ 0 to $ 100,000 real property value $ S. CO 1$1,000 $ Li.OO /$1,000 $ 1.00 1$1,000 $ L .DD 1$1,000 $ rL 6D 1$1,000 $ 1 So per Parcel $ 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 Real Estate Closing Services 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 ] 68 ACORD~ CERTIFICA TE OF LIABILITY INSURANCE OP IDJB DATE ,....iOOfYV'YY) PROTI-1 05/19/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Insurance and Risk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Services, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 8950 Fontana Del Sol Way #200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Naples FL 34109-4374 Phone: 239-649-1444 Fax: 239-649-7933 INSURERS AFFORDING COVERAGE NAIC# INSURED 'NSUR fR /It ..tot.....l Un!,,,,, ..i~. In. Co. 19445 INSUR ER B _~t..... 11110'1 '~ci.ltyLi.... 26883 Pro Title and Abstract, Inc. INSUR fR C .dolS'.U.l<l ..,.10".". I.... Co. 10701 - 75 Vineyards Boulevard, #500 INSURER o. Hanover Insurance Company 01386 Naples FL 34119 I"'SUR fR E 9 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED N...MED ABOVE FOR THE ,"olley F"ERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENTWITH 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 CONDlTlONS OF SUCH POLlCES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR \OO'L POLICY EFFECTIVE POlICY EXPIRATION LTR N'RD TYPE OF INSURANCE POLlCY NUMBER DATE IMMIOOIYY) DATE IMMIDOIYYI LIMITS GENERAl. LIABILITY EACH OCCURRE NCE . 1,000,000 f-- DAMAGE TO RENTED B X X COMMERCIAL GENERAL L!ABILITY 013345864 01/08/09 01/08/10 PREMISES (E. occ:u"'..~) . 0 f-- 8 CLAIMS MADE o OCCUR f-- MEOEXP (A"r_ per.OIl) . 0 PERSONAL'" AOV INJURY S 0 f-- X Professonal Liab. GENERAL AGGREGA fE . 1,000,000 f-- GEN'- AGGREGATE LIMIT APPLIES PER. PRODU CTS - COMP/OP AOO S 0 h POI.ICY nPRO- nLOC 0 JECT Emp Ben. AlJTOMOBlLE LIABILITY COMBINED SINOLE LIMIT ~ S 1,000,000 D X ANY AUTO AZJ300366300 OS/23/08 OS/23/09 (E.~cid.."t) ~ ALL OWNED AUTOS BOOll Y INJU RY ~ . SCHEDULED AUTOS W..,p..,.OI1} ~ HIRED AUTOS BODIL Y INJURY ~ . NON-OWNED AUTOS (P..,.ceid.nll I ~ I ~ PROPERTY DAMAGE (P.r.eeio.nl) . GARAG E LIABILITY AUTO ONL y. EA ACCIDENT S ~ ANY AUTO OTHER THAN ~ACC S AUTO ONL Y: Aoo S EXCESSIUMBRELLA LIABILITY I EACH OCCURRENCE S =:J OCCUR 0 CLA INS MADE AGGREGATE S . ~ OEoucnBLE S RETENTION S . WORKE RS COMPENSATION AND I, we STATU_ I 10TH- TORYLlMITS ER EMPlOYERS"llABlLrrY 83039949 09/01/08 09/01/09 C ANY PROPRIETORlPARTNERJ'EXECUTlVE E.L. EACH ACCIDE NT S 1000000 OFFICERlMEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE S 1000000 IIV-. c1...cribe unclttr SPECIAL PROYISIONS below E L. DISEASE - POLICY LIMIT S 1000000 OTHER A Title Agents 6004515 06/16/08 06/30/09 Limit 1,000,000 Professional Liab. Retention 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {EXCLUSIONS ADDE 0 BY ENDORSEMENT I SPECIAL PROVISIONS Contract# 09-5185 CERTIFICATE HOLDER CANCELLATION COLLC02 llIHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCeLLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAll 30 Collier County Board of County Comm.issioners 3301 East Tamiami Trail Naples FL 34112 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT. BUT FAILURE TO 00 SO SHAU. IMPOSE NO OBLIGATION OR lIABILITY OF ANY KIND UPON THE IN8URER"ITS AGENTS OR ACORD 25 (2001/08) @ ACORD CORPORATION 1988 16 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statanent on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate I'older, nor does it affirmatively or negatively amend, extend or alter lhe coverage afforded by the policies listed thereon. ACORD 25 (2001/08) 168 9 Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeon Diana [DianaDeLeon@colliergovnet] Friday, July 23,201010:24 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--5tewart 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 5AP. 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 d ia nadeleon@colliergov.net II" j.',oj"!k: If<.;(>'1:'; yO" <Iii want je'uc (' 'T!ij, i!ddrf<':<', rr;k:iF.f'(j irl ..,:'+uli>,' \<..1 (<!h;" , f)f'1d,,[ (r'i:') dIiL>' !:):erd,:j;)f: ,,'i' 168 9 EXHIBIT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" This amendment, dated .. ( tJl ,-)~L, 2010 to the referenced agreement shall be by and between the parties to the orig al greemenL 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" fhe follov.ing change to the above referenced Agreement has been mutually agreed to by the Contractor and the County. The additions to the existing language in the Agreement arc shown herein by underlining; deletions from the Agreement are shown by .;trikethrougk. Replace original contract Section 1 "Commcncement" paragraph I, with the following revised language: 1. COMMENCEMENT. The Agreemcnt shall commence upon the date the Agreement is approved by the Board of County Commissioners. The Company shall not begin work on anv assignmenlul:U~~.? a written order for that particular assignment and a purchase order have been issued bv the Coun~ Facsimile and email transmissions shall be deemed to fulfill thc writing requirement. Requests for updates and en,iorsements may be made vcrbally. Change original contract Section 1 '''Commencement'' paragraph 2, as follows: 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 Managcr, a Purchase Order aRfl i1 Notice to Proceed shall be issued for the servicc as specified in the proposal. The Contractor shall tl1l'n provide the specified service to the Countv. The Agreement shall be lor a one (I) year penod, efrccti\'(' on the date the Agreement is approved by the Board of County Commissioners. Add the following Section 31: 31. SUSPEN~!Q.N OR TERMINATION OF ORDERS. At the sole discretion of the County, the Cou..!1.!.X- rcserves the right to suspend or terminate anv orders on a pared bv parcel basis. In this evglJlLthe_~;ounty will make partial pavment when the Companr has lwrformed work pursuant to tlw ordcr. The amount of the partial payment will be mutuallv negotiated as a reasonable fec based upon the amount of work performed bv the Contractor iIJ_.~)(_~cution of the order. In the event that the County terminates or suspends an order, the Contractor's recovcry against the Countv shall bc 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 recovcry against the Countv, includin\;,:, but not limited to, any damages or anv anticipated profit on portions of the services not performed. The Contractor agrees that this amends the original Agreement. All other terms and conditions of the /\greemcnt shall remain in force. 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(s) indicated below. CONTRACTOR Pro Title & Abstract, Inc. \ "- -~""'\~-~be rij~ C( e (') ..~. h. JiT\() - "1-~---- -- T- rm__- By: I itle: Dated: OWNER: BOARD OF COUNTY COMMISSIONERS COLLIER COt iNTY, FLORIDA B): , ^.:r'-t-~M Stephen Y. Carnell Director of Purchasing and General Services Approved as to form and L.<:gaIsuffi9iencrl J ( I " .I , . 1'1/'" \ tJ. (' I ...~ / ,-.-/(t:-. <,~. .-_..:.:............ ..................-....-- ,."......._._.........._~._..,,~- Sclin R. Teach Deputy County Attorney 1689 MEMORANDUM Date: May 27,2009 To: Rhonda Cummings, Contract Specialist Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Boston Title, LLC Enclosed, you will find an original contract document, referenced above, (Agenda Item #16B9) approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second original will be held in the Minutes and Records Department as part of the Board's permanent record. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure K t I()u O~ 16 B 9 ITEM NO.:. r)n(_ DldOl fL-l/~ t/l J-t> 9~T~tE~C~~D: (A.- \ \t- "'Il, v-- ~ 1':-\ 1\\jV. FILE NO.: . ~ t<1'.~r, 1.;\)"),, I , " , ~ h"V" ~ . _ ", ",' ~. V n.... '. "7 ,.'.'" ; " 4 g~.; s1~~ ~.. ,<- ",,-- DO NOT WRITE ABOVE THIS LINE fJ~fll'1 . / q.- '\ 6\ s ~ b( ~ ~'); ROUTED TO: REQUEST FOR LEGAL SERVICES Date: May 15, 2009 To: County Attorney's Office Attention: Jeff Klatzkow From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Boston Title, LLC BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; Agenda \{w Item 16.B.9 r This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA 1689 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Rhonda Cummings, FCCN, CPP~, Contrac,t Specialist Purchasing Department (,' , " (. / .' . '1 A A '\ '" V'\J"'\~" Ix. D.... L...VV \./\/ '"--'"' - May 15, 2009 DATE: RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Boston Title, LLC This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/RC DATE RECEIVED MAY 1 8 2009 C: Kevin Hendricks, TECM/ROWA R~igClt 1Z6/d9 16B9 mausen_g From: Sent: To: Cc: Subject: RaymondCarter Wednesday, May 27,20099:29 AM CummingsRhonda; DeLeonDiana hendricks_k; mausen_g Contract 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" All, I have approved the revised Certificates of Insurance received yesterday from First Boston Title, LLC. and inserted into the contract. It will now be forwarded to the County Attorney's Office for their review. Thank you, Ray ~ CaJr..t.eJr.. Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 RLS# 09-1-'i!t!.- CJ/~t?~ 6 B 9 CHECKLIST FOR REVIEWING CONTRACTS .& hRSt JcJSTNV 7i TLe- L-LC- Entity Name: Entity name correct on contract? Entity registered with FL Sec. of State? -LYes --.L Yes Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ "I M l L- Fire/Prop Damage Required $__ Automobile Liability Bodily Inj & Prop Required $ ~()(}) t)~?J Workers Compensation Each accident Required $ 5'"()().()O() , Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ I M t L Provided $ ~ MIL Per Aggregate Required $__ Provided $ (' Other Insurance Each Occur Type: V Yes ~Yes Yes ~Yes Provided $ "2 Ml L Provided $ t I Provided $ I WL( L Provided $ il Provided $ 3oo,&"bp , Provided $ i ~( L.. Provided $ I ~ I L Provided $ l' Provided $ l . Exp Date Exp Date Yes Required $ Provided $ County required to be named as additional insured? County named as additional insured? ~Yes ~Yes Indemnification Does indemnification meet County standards? Is County indemnifying other party? V Yes Yes Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? --1L-Yes Yes ~Yes ----\,.L:- Y es Yes Yes Yes No No No No ~No No Exp. Date 0f71/'o Exp. Date 1" Exp. Date \. ( Exp. Date (f Exp. Date , ( Exp Date bh.l ( /0 I Exp Date ~ II 11t~ Exp Date " Exp Date ' ' No Exp. Date ~. 10 I :Jilt () Exp. Date \ , Exp Date_ No No No ~o ....LNo No No No ~No No No " , . c,rv^ > /' 0 ",.;(' ~11aJ pt~SIl> CO [!..~/) ./'" UOl-;rtK-1' -!.L- Yes V Yes ~Yes Attachments Are all required attachments included? -0'es No No No No ~ Reviewer Initials: Date: S f') 04-COA. 1030/ 22 www.sunbiz.org - Department of State Page 1 of2 1689 " 'S~tn0';7i" FLORIDA DEPARTMENT OF STATE ~ " l'"~" ,i '" 411II' D 1\1 S 10 ~ () F C () R I' () R.\I1O :i S, . ;~n~tz _. .:II "~:...:~ ~~ 'J' ,gl1 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return TQl..j~t IEntity Name Search Submit I No Events No Name History Detail by Entity Name Florida Limited Liability Company FIRST BOSTON TITLE, LLC Filing Information Document Number L02000033864 FEI/EIN Number 113669152 Date Filed 12/16/2002 State FL Status ACTIVE Principal Address 2180 IMMOKALEE ROAD #212 NAPLES FL 34110 Changed 01/06/2004 Mailing Address 2180 IMMOKALEE ROAD #212 NAPLES FL 34110 Changed 01/06/2004 Registered Agent Name & Address CORSONES, DEAN 2180 IMMOKALEE ROAD #212 NAPLES FL 34110 US Address Changed: 01/09/2006 Manager/Member Detail Name & Address Title MGRM CORSONES, DEAN 15747 VILLORESI WAY NAPLES FL 34110 Title MGRM GILMARTIN, CRAIG 45 PARK AVENUE NEWTON MA 02458 Annual Reports http://www . sunbiz.org/ scri pts/ cordet. exe ?acti on= D ETFIL&inCL doc _number=L020000 338... 4/22/2009 Www.sunbiz.org - Department of State Page 2 of2 1689 Report Year Filed Date 2007 01/03/2007 2008 01/07/2008 2009 01/14/2009 Document Images 1211B/2QQ2=-Elorida Limitegj,,@bilites View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 01l14I2QOQ~.::_ANNUAL REPORT Q1J07/2Q08~.::ANNl.JAL REPORT 01/03/2007 =-.ANNUAL REPORT 01/09/2006 =-ANNUAL REPORT 02/01/2005 =-.ANNUAL REPORT 01/06/2004 -- ANNUAL REPORT 01/06/2003 - ANNUAL REPORT Note: This is not official record. See documents if question or conflict. Pr~YIQJ."-l!_Qrtl,il!t htext<mL..iJi! B,~!J.m TQL.l~ No Events No Name History IEntity Name Search Submit I Home I Contact us I Document Sear"ches I E.Filing Services I Forms I HelD I Copynght and Pnvacy PoliCies Copynght iD 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in~ doc _ number=L020000338... 4/22/2009 16B9 A G R E E MEN T 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 First Boston Title, LLC, authorized to do business in the State of Florida, whose business address is 2180 Immokalee Road, #212, Naples, Florida 34110, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 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 Page 1 of 16 IIlIII ",.... _ 4,' M 16B9 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 II 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) usmg 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 Page 2 of 16 " 16B9 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. Page 3 of 16 1.689 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: Dean Corsones, President First Boston Title, LLC 2180 Immokalee Road, Suite 212 Naples, Florida 34110 Phone: 239-596-3650; Fax: 239-596-0630 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. Page 4 of 16 1689 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. Page 5 of 16 16B9 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. Page 6 of 16 16B9 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 U.s.e. 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 matters. 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. Page 7 of 16 1689 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. Page 8 of 16 16B9 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. ATTEST: Dwight E. ~naql<,~lerk of Courts ~ ~~ed~;;~'( . (~-:...~:~ ' i '. _,illi' !: '.... ~()A,~ " . .: ~ :: ".. ,~ :1.1" BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA 1'1 By: ~~. dd Donna Fiala, Chairman First Boston Title, LLC ~~ First Witness ;;~-. ~J ~ fJv~ , Signature Xk ~- / I' P M t.< ~'CJ\t' LC(' t ejprint witness_namet Dean Corsones, President Typed signature and title BREANNE McCARDLE tTypejprint witness namet Approved as to form and legal sufficiency: ~-JfQ ~ Item# ~q ~~:da i,t ~~ A88i8tafti! County Attorney ~p'-'f~ S L-.;ff 12 -U_ ~~ Print Name Page 9 of 16 1689 j 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. Page 10 of 16 16B9 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 3D-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 Page ] I of 16 1689 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.) Page 12 of 16 16B9 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 liB-I", 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 II 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. Page 13 of 16 1689 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 1689 (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 1689 " EXHIBIT B BID RESPONSE 81D# 09-5185 Bid Response Form is electronic. ' Please input your prices online. The Bidder proposes and agrees, if this Bid is accepted, to contract with 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 $ 200 ) $ 275 (flat rate) Update of Commitment (Endorsement to Initial Commitment) $ 50 (flat rate) Risk Premiums for Title Insurance (Over & a.bove minimum $100 rate set forth in law) (Note: Insurance amounts will be rounded up to the next multiple of $100 for purposes of all premium calculations) $ 0 to $ 100,000 real property value $ 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 $ 5.75 /$1,000 $ 5.00 1$1,000 $ 2.50, 1$1,000 $ 2.25 1$1,000 $ 2.00 1$1,000 $ 295 per Parcel Over $10,000,000 real property value Real Estate Closing Services 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 1689 ACORD'M CERTIFICATE OF-LIABiliTY INSURANCE~~~----~~05 2;A:;~-; PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PAYCHEX AGENCY INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND. EXTEND OR 210705 P: () - F: ()- ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 308 FARMINGTON AVE INSURERS AFFORDING COVERAGE FARMINGTON CT 06032 INSURED INSURER A: Hart ford Casualtv Ins CO INSURER B: I I FIRST BOSTON TITLE LLC I INSURER c: ! 2180 IMMOKALEE RD STE 212 INSURER D: ----~.. -- i NAPLES FL 34110 INSURER E: COVERAGES ....m __ _..... ..___ ._.... .0. .0. .. m..__..._ _____... _. ._.__......._......____ ___... ... ... ... ... .- ...... .....- THE PoUtlES OF INsURANci:Tlsn,D 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER ~~LiVJft~g;!iJ Pg~/fl ff";:~~;:~N LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE $1 000,000 A ~M""" ""~ ,,,,,un 76 SBW TY4782 06/21/08 06/21/09 FIRE DAMAGE IAny one fire) $300, 000 I , CLAIMS MADE [K] OCCUR MED EXP (Anyone person) $10,000 . X General Liab PERSONAL & ADV INJURY $1 000,000 r-- GENERAL AGGREGATE $2 , 000 , 000 n'L AGGREFl LIMIT AP~ PER: ~l?DUCTS - COMP/OP AGG $2 000,000 POLICY I j~8T X LOC ---- ._--~ --"~~..- __.m_"___'__,__,___~_ ._____n_--I ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 A ANY AUTO 76 SBW TY4782 06/21/08 06/21/09 (Ea accident) f-- ---- f-- ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per personl f-- ~- -.-- ~ HIRED AUTOS BODILY INJURY $ ~ NON-OWNED AUTOS IPer accident) PROPERTY DAMAGE $ [Per accident) I GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ i ==1 ANY AUTO EA ACC $ I ! OTHER THAN AUTO ONLY: AGG $ SESS LIABILITY EACH OCCURRENCE $ I ~ OCCUR CLAIMS MAOE AGGREGA TE $ I $ ---, R DEDUCTIBLE $ --~ I RETENTION $ $ I ---.- _._--. -- T'1,~Ji ~~~~ I IOJ~' WORKERS COMPENSA TION AND I I EMPLOYERS' LIABILITY I i I E,L, EACH ACCIDENT $ I I E,L, DISEASE. EA EMPLOYEE $ i It'~. I E,L, DISEASE - POLICY LIMIT $ I I DESCRIPTION OF OPERA TIONS/LOCA TIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Those usual to the Insured's Operations.RE - Contract 09-5185 CERTIFICATE HOLDER IS NAMED ADDITIONAL INSURED PER BUSINESS LIABILITY FORM SSOO08. I I .n ..... CERTIFICATE HOLDER =-J X i ADDITIONAL INSURED; INSURER LETTER A I COLLIER COUNTY Board of County Commissioners 3301 TAMIAMI TRL E NAPLES, FL 34112 -........ -..----....--.-...- CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON"PAYMENTI TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, ACORD 25-S (7/97) ~ ACORD CORPORATION 1988 I DATE (MMIDDNY) ACORDTM CERTIFICA TE OF LIABILITY INSURANCE OS/26/09 PRODUCER 1-800-472-0072 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Paychex Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 150 Sawgrass Dr AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Rochester, NY 14620 INSURERS AFFORDING COVERAGE INSURED INSURER A ILLINOIS NATIONAL INSURANCE COMPANY Paychex Business Solutions, Inc. FIRST BOSTON TITLE LLC INSURER B INSURER c: 911 Panorama Trail South INSURER 0: Rochester, NY 14625 877-266-6850 INSURER e" 16B9 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE 8EEN 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, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS iNSR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLiCY NUMBER OATE (MMiDDIYY) DATE (MM/DDIYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ - COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) $ - ~ CLAIMS MADE D OCCUR MED EXP (Anyone person) $ - PERSONAL & ADV INJURY $ - GENERAL AGGREGATE $ - -9'L AGGREGAFr ::~IEn PRODUCTS - COMP/OP AGG $ POLICY JECT LOC ~OMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ - ALL OWNED AUTOS BODILY INJURY - (per person) $ SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY - (per accident) $ NON-OWNED AUTOS - - PROPERTY DAMAGE (Per accident) $ ~AGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ o OCCUR D CLAiMS MADE AGGREGATE $ ~- $ H DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' 25890435 06/01/09 06/01/10 [ WC STATU- I [ OTH- LIABILITY X TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 EL. DISEASE - EA EMPLOYEE $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 OTHER $ $ $ DESCRIPTION OF OPERATIONS/LOCATlONSNEHICLESlEXCLUSiONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS WORKERS COMPENSATION COVERAGE IS PROVIDED TO ONLY THOSE EMPLOYEES LEASED TO, BUT NOT SUBCONTRACTORS OF THE NAMED INSUR REFERENCE OF Contract 09-5185. CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE Collier County Board of County Commissioners THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL .1.Q... DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION 3301 TAMIAMI TRAIL E OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, NAPLES, FL 34112 AUTHORIZED REPRESENTATIVE ~ ~."'. USA r ." D ACORD 25-S (7/97) GWEISSIN 11989389 @ACORD CORPORATION 1988 1689 ACORD," CERTIFICATE OF LIABILITY INSURANCE DA TE (MM/DDfYYYY) 5/26/2009 PRODUCER (866)798-2827 FAX: (713)985-1061 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Stewart Specialty Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1980 Post Oak Blvd #1150 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Houston TX 77056 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A Westchester Fire Ins Co. First Boston Title, LLC INSURER B INSURER C 2180 Immokalee, #212 INSURER D Naples FL 34110 INSURER E: 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, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADD'L TYPE OF INSURANCE POLICY NUMBER ~.t+~~~~68;WIE Pg~fJr~~1~6W~N LIMITS GENERAL LIABILITY EACH OCCURREN"'E $ 2,000,000 - ~~~~~U9,,~~~J~Wencei - ~MMERCIAL GENERAL LIABILITY $ A X CLAIMS MADE D OCCUR G24057057001 2/10/2009 2/10/2010 MED EXP IAnv one <>Arsonl $ - ~ Professional PE:,SONAL & ADV INJURY $ _ Liability GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREnE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ Xl PRO- n 2/10/2003 $10,000 X POLICY :IFr.T LOC Retro date: Retention AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - $ ANY AUTO (Ea accident) - - ALL OWNED AUTOS BODILY INJURY (Per person) $ - SCHEDULED AUTOS I-- HIRED AUTOS BODILY INJURY (Per accident) $ - NON-OWNED AUTOS I-- PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ~ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY R""'''''' $ :::J OCCUR D CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RET"NTJf'N $ $ WORKERS COMPENSATION AND I we STATU- I IOJ~- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E L DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E,L DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERA TIONS/LOCA TIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS The insurance afforded by this policy applies solely to wrongful acts in the insured's performance of professional services for others for a fee as title agent and escrow/closing. CERTIFICATE HOLDER CANCELLATION ..a.ro;; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Collier County Board of County Commission EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Contract 09-5185 ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE ---~--_.- ,,-'<: . ~'--~ Jerome Magana/MICH ~-'=~ :::.~--- . ACORD 25 (2001/08) INS025 (0108).08a @ACORD CORPORATION 1988 Page 1 of 2 168 9 Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] Friday, July 23,20101024 AM Patricia L. Morgan CummingsRhonda; hendricksJ 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 amendmentnStewart 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 8CC 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 d ia nadeleon@Jcolliergov,net ,....I , "1'.". "11 168 9 ~:XHIBIT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" This amendment, dated __. L, ( A ');1 , 2010 to the referenced agreement shall be by and between the parties to the original greement, First Boston Title, LLC, to he refen-ed to as "Contractor" and Collier County, rlorida, (to be referred to as "County"). Statement of Understanding RI<:: Contract #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" The following change to the above referenced Agreement has been mutually agreed to by the Contractor and the County. The additions to the existing language in the Agreement are shown herein hy underlining: deletions from the Agreement arc shown by ,;triketflroughs. Replace original contract Section I "Commencement" paragraph 1, with the following revised language: 1. COMMENCEMENT. The Agreement shall cuntinence upon the date the Agreement is approved bv tI:l9_Boardgf~:ounty C()XDJ1lissioners, The Company shall not begin work un anv assigmnent unless a written urder for that particular assignment and a purchase order haye been issued by the County. Facsimile and email transmissions shall be deemed to fulfill the writingrr,:'lllirement. I\equests for updates and endorsemenl:,s)}},'ybe Il,,,,de verb~ Changl' original contract Section 1 "Commencement" paragraph 2, as follows: 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 Cuunty for each service, in accordance with the bid submitted, herein rderenced as Fxhibit B and hereinafter "Work", to be performed under this Agreement. Upon approval by the Contract Manager, a Purchase Order il-fl4 d-.~eefe-Proeeed shall be issued for the service ,15 spl,cified in the proposal. The Contractor shall then provide the specified service to the County, The /\gTi:.::L'n)t-nL~h,tll hI..: ror i.l one (1) year rh~nod, effl:'(,ti\'(' on the date the Agreelnent is approved by the Board of Countv Commissioners. Add the following Section 31: :n. 5Li5I'jO,NSION OR TERMINATION OF ORDjORS. At the sole discretion of the ('ounty, the CO\!..D!yreserves the right tu suspend or terminate any orders on a pa rr~eU)YI''CrceU)"sj~lbis event, .the__C~oulJ!Y will make partial paymellt when the_ C:ompallY .has pcrlQ.!:med work pursuant to Jlw order. The amou\lU?LjJ1e partiAL12avment will be mutually negQ.\tltg<l_J:ll!--'lreasonable fee b"seiLupon the amount of wor\s-l2-~fon)led bv the Contract~lJ:il1 C)(ccIJtiQrl.QLthegrcl<:I._J)l thQ ~~vent that the COulltyJ",rmiI:','lles or sl!..sj2.<:nds ar\. order. the ContracJ,Jr's recovery against the County shall be Limited to tl1at portion of the order dl}lgl,lnt earned tbrol)&h_tl1"- dclle ofJermi n"J.i.c~[1, The C'<)ntract,QI..sIElltnot be ('n_tiJl~d to any other 168 9 or further recoverv against the County, including, but not limited to, anv damages 9L<1ny anticipated profit on portions of the services not performed. The Contractor agrees that this amends the original\greemen1. All other terlns and conditions of the :\greemenl shall remain in t~)rce. 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(s) indicated below. CONTRACTOR DEAN CORSONES, AS PRESIDENT .---,--'".-..-.. ..--- ._-,------ First Boston Title, LLC By -j~~A~~/, <<:) Pv6J~ Title: _____t<'::cl ._ _1_____ Dated _~~ti~"-iL~<>L".. _____ OWNER: BOARD OF COU"lTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: _'.._;.. ,,(_:.t~--- Stephen Y. Carnell Director of Purchasing and General Services { l'T Approve.dcas to form and Legal sufficiency: I i . ,....';i '7 ~' S, P,-. T(:C1l.:]i Dcputy County Attorney 16B9 MEMORANDUM Date: May 29,2009 To: Rhonda Cummings, Contract Specialist Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: SFT & T d/b/a South Florida Trust & Title Enclosed, you will find an original contract document, referenced above, (Agenda Item #16B9) approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second original will be held in the Minutes and Records Department as part of the Board's permanent record. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure ITEM NO.:01-:P~~ O( A~ FILE NO.: . ;! ~.\~ \.. ) \ . ROUTED TO: , l. ~', ;,',1 ,.' I~l \ ~ 1/ \t vV:" (" dt , ~ (bl- }l /~i~Y'<l~~ O~ / \.S> ~ /')/ ~ 0 'S "'9--Y- DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: May 5, 2009 To: County Attorney's Office Attention: Jeff Klatzkow From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: SFT&T dba South Florida Trust & Title BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA 16B9 RLS # CJ1- fJ,cc-- O/ltf1 CHECKLIST FOR REVIEWING CONTRACTS EntityName: ..5FTq-.7 LL~ d//Alct SOUTH FLP,e,/>4 TkUJTC:; liTLt. I Entity name correct on contract? Entity registered with FL Sec. of State? Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I "^ I L Products/CompI/Op Required $__ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ S(X1, ()()t) Workers Compensation ' Each accident Required $ Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ Per Aggregate Required $ Other Insurance Each Occur Type: Provided $ Provided $ Provided $ Provided $ Provided $ \ ( ? M( L- It I MiL II Provided $ I I\A.I L Provided $ I OlD) (xX> Provided $ .s-~, 000 Provided $/ ~ (c, " ()O 0 , Exp Date Exp Date Yes "-'iL.. I M{l PProviddedd $$ . - " ~ roVl e I IlAt L Required $ Provided $ County required to be named as additional insured? County named as additional insured? VYes ~Yes Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? ~\\\ ~Yes Yes -iL. Yes ~Yes ~Yes ~Yes _lLYes Attachments Are all required attachments included? ~es ~Yes No vYes No ~Yes No ~_Yes No ---..IL... Yes No ~Yes No Exp. Date h / sl (JC( Exp. Date l . Exp. Date l , Exp. Date ( I Exp. Date {I Exp Date Ie::> I s I fJCI Exp Date bJs;-lo'i Exp Date { ( i Exp Date t' No Exp. Date (12ft /"2..0'0 Exp. Date l , Exp Date_ No No /Yes Yes No t.../ No Yes No Yes Yes No No ~ 1, - ~I\' " ?f&VL ~., ^.;ltJl' \. "" :t' ~ -l) fl'lUJ c~'" rJfivJ ~ Q.P~ No ~No No No No No No No ~~ ReViewer lnlltals: Date:...s-.',J IY9 04-COA.0 030/222 1~ S.9 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Rhonda Cummings, FCC Purchasing Department ontract Specialist ) , e't-tr.....-v\ ,.~ DATE: May 5,2009 RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: SFT& T dba South Florida Trust & Title This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. C: Kevin Hendricks, TECM/ROWA f\t.Ct.\\fEO ~~'( li. 1_ ?~~9 R\SK ~::;(rhrCk J,f- 'J1zp /dq dod/RC 16B9 mausen_g From: Sent: To: Cc: Subject: RaymondCarter Wednesday, May 20,20093:38 PM CummingsRhonda; DeLeonDiana hendricks_k; mausen_g Contract 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" All, I have approved the revised certificate(s) of insurance provided by SFT& T dba South Florida Trust & Title. The contract will now be forwarded to the County Attorney's Office for their review. Thank you for your patience and help on this one. Ray ~ Cah.t.ch. Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 www.sunbiz.org - Department of State 16 B 9 Page 1 of 2 Home Contact Us E.Filing Services Document Searches Forms Help prevjgJ.lJLQO LisJ N_ext QIJ I,..j~t Return To I".i!,>t IEntity Name Search Submit I Events Name_History Detail by Entity Name Florida Limited Liability Company SFT&T,LLC Filing Information Document Number L03000053065 FEI/EIN Number 200503117 Date Filed 12/15/2003 State FL Status ACTIVE Effective Date 12/15/2003 Last Event LC NAME CHANGE Event Date Filed 02/09/2007 Event Effective Date NONE Principal Address 27911 CROWN LAKE BLVD, SUITE 101 BONITA SPRINGS FL 34135 US Changed 02/21/2008 Mailing Address 27911 CROWN LAKE BLVD. SUITE 101 BONITA SPRINGS FL 34135 US Changed 02/21/2008 Registered Agent Name & Address LEHMANN, LESLIE A 236 BACKWATER COURT NAPLES FL 34119 US Manager/Member Detail Name & Address Title MGRM LEHMANN, LESLIE A 236 BACKWATER COURT NAPLES FL 34119 Title MGR BENEDETTO, ERNESTINA A 4091 STOW WAY NAPLES FL 34116 http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inCL doc _ number=L0300005 30... 5/14/2009 www.sunbiz.org - Department of State Annual Reports Report Year Filed Date 2007 02/21/2007 2008 02/21/2008 2009 01/14/2009 Document Images 01/14/2009 -- ANNUAL REPORT 02/21/2008 -- ANNUALREPORT 02/21/2007.- ANNUAL REPORT Q2/09/2007~~LC NQmeChange 03/01/2006.- ANNl)AL RE:PORT 03/04/2005 -- ANNUAL REPORT 03/16/2004.- ANNUAL REPORT 12/16/2003 -- Florida Limited Liability Note: This is not official record. See documents if question or conflict. Previous on List Next on List I;y~nts N~m~ H ilitory RgtyrrLIo !,..i1!lt 16B9 I Horne j Contact us i Docurrent Sear-dIes I E-Fiiinq Services Fonns i Help I CCiPyrlqlrt anli Privacy PoliCies Copynght" 2007 State of Florida: Dep<Htrnc:nt of Statf::, Page 2 of2 IEntity Name Search http://www .sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number= L030000530... 5/14/2009 1689 A G R E E MEN T 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 SFT&T, LLC dba South Florida Trust & Title, authorized to do business in the State of Florida, whose business address is 27911 Crown Lake Boulevard, Suite 101, Bonita Springs, Florida 34135, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": 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 Page I of 16 1689 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 II 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 Page 2 of 16 1689 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. Page 3 of [6 1689 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: Leslie A. Lehmann, President SFT&T, LLC dba South Florida Trust & Title 27911 Crown Lake Blvd., Suite 101 Bonita Springs, FL 34135 Phone: 239-444-3799; Fax: 239-444-5534 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.S., 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. Page 4 of 16 16B9 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 (~O) 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 natio~al 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. Page 5 of 16 16B9 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. Page 6 of 16 16B9 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may :r:esult 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 use. 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 matters. 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. Page7oft6 16B9 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 PERSONNEIjPROTECT ST AFFING: 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. Page 8 of 16 1689 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. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Ift~ d~. By: Donna Fiala, Chairman SFT&T, LLC dba South Florida Trust & Title 8~&~ A"irst Witness &C~Ti^,r;. ~e/leck4 tType print witness name t BY~ tl 'de~ Signkl re . p rej rltrJ+ Typed signature and title :Jd~.-\ &i/I('Oftl 0 tTypejprint witness namet Approved as to form and legal sufficiency: ( ~#-!?LL '---" A~~i~taht County Attorney t>ef'I4~ $4iJ R j~~ Print Name Page 9 of 16 ltem# ~lO~q Agenda :L -1l\:-!f1 Date 08te S Rec'd 1689 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 II 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. Page to of]6 1689 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 Pagellof16 1689:' 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 II relevant parties to the transaction" (defined in this case as sellers, buyers and any non-traditional lenders) against the "Specially Designated Nationals and Blocked Persons" (SDN) list published by the Office of Foreign Assets Control (OFAC). If Company's search discloses a "match," the commitment must include, in Schedule B-1, a statement that a match against the SON 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 iniormation 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 service,s 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.) Page 12 of 16 1'89 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 JlB_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. Pagel3ofl6 16B9 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" fQJ2Y 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 140fl6 16B9 (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 ,; Vendor Company: South Florida Trust & Title Vendor Username: leslieLehmann Item Number Item Description 1 Title Commitment 2 Credit to County once policy issued 3 Update of Commitment $0 to $100,000 real property value 5 $100,001 to $1,000,000 real property value 6 $1,000,001 to $5,000,000 real property value 7 $5,000,001 to $10,000,000 real property value 8 Over $10,000,000 real property value 9 Real Estate Closing Services Per Parcel EXHIBIT B Quantity Unit Price Unit of ~leasure 1 $165,00 Ea 1 $75.00 Ea 1 $25,00 Ea 1 $5.75 Ea 1 $5,00 Ea 1 $2.50 Ea 1 $2.25 Ea 1 $2,00 Ea 1 $150,00 Ea Page, 16 of 16 Date 3/4/2009 11:38:27 AM 3/4/200911:38:27 AM 3/4/200911:38:27 AM 3/4/200911:38:28 AM 3/4/200911:38:28 AM 3/4/200911:38:28 AM 3/4/200911:38:28 AM 3/4/200911:38:28 AM 3/4/200911:38:28 AM 16 B 91 Notes Total $165,00 $75,00 $25,00 $5.75 $5,00 $2,50 $2,25 $2,00 $150,00 Grand Total ACORDN CERTIFICATE OF LIABILITY INSURANCE OP IDES SOUTHF1 05/19/09 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER Des Champs & Gregory, Inc Main Office 1812 Manatee Ave. W., Bradenton FL 34205-5927 Phone: 941-748-1812 INSURER B Safeco Insurance Company The Travelers NAIC# 11100 Fax: 941-746-1400 INSURERS AFFORDING COVERAGE INSURED INSURER A South Florida Trust & Title SFT&T, LLC, d/b/a 27911 Crown Lake Blvd Ste 101 Bonita Springs FL 34135 INSURER C INSURER 0 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTVV1THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VoJITH RESPECT TO 'NrlICH 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 AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ~~D'L - ' ----,- POLICY EXPIRATION POLICY EFFECTIVE LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE IMM'DDIYVl DATE (MrNDD!YY) LIMITS ! GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 /'" I--- DAMAGE TO RENTED A X X COMMERCIAL GENERAL LIABILITY 02BP6047632 06/05/08 06/05/09 PREMISES (Ea occurellCe) $ 1,000,000 I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 ~ Employment Practi GENERAL AGGREGATE $ 2,000,000 GEN'l AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 2,000,000 ~ nPRO n X I POLICY JEC~ LOC AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT - $ 1,000,000 v A ANY AUTO 02BP6047632 06/05/08 06/05/09 (Eaaccidant) - - ALL O'v\rNED AUTOS BODILY INJURY ! $ SCHEDULED AUTOS (Per person) - ~ HIRED AUTOS BODILY INJURY $ ~ NON-OVVNED AUTOS (Per accident) PROPERTY DAMAGE $ (per accident) I GARAGE liABILITY ! AUTO ONLY - EAACCIDENT i $ R ANY AUTO OTHER THAN EA ACC i $ AUTO ONLY AGG 1$ EXCESSlUWBRELLA LIABILITY EACH OCCURRENCE ! $ ~ OCCUR D CLAIMS MADE -- i AGGREGATE '$ i-- I I $ r R OEOUCTIBLE I I $ RETENTION $ I ./ $ WORKERS COMPENSATION AND ! I we STATU- "'1 10TH- ! X TORY LIMITS ER EMPLOYERS' LIABILITY 06/05/08 ; EL. F.:ACH ACCIDENT ../ B ANY PROPRIETOR/PARTNER/EXECUTIVE IACRUB4365L21-2-08 06/05/09 $ 500000 OFFICER/MEMBER EXCLUDED' E.L DISEASE. EA EMPLOYEE $ 500000 If yes, de5Clibe under SPECIAL PROVISIONS below E.L DISEASE POLICY LIMIT $ 500000 OlliER ! ! DESCRIPTION OF OPERATIONS { lOCATIONS I VEHtcLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS Certificate Holder and Collier County, its agents, employees, and the vendor officials are shown as an additional insureds under the above general liability policy in regards to BID NO, 09-5185 /' CERTIFICATE HOLDER CANCELLATION COLLIE1 SHOULD ANY OF lliE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, lliE ISSUING INSURER WILL ENDEAVOR TO MAil 30 DAYS WRITTEN Collier County Board of County .,,-' Commissioners 3301 East Tamiami Trail Naples FL 34112 NOTICE TO THE CERTlFICATE HOLDER NAMED TO lliE LEFT, BUT FAILURE TO DO SO SHAll IMPOSE NO OBLIGATION OR UABIUTY OF ANY KIND UPON lliE INSURER,ITS AGENTS OR @ACORD CORPORATION 1988 ACORD 25 (2001/08) ACOBQ.. CERTIFICATE OF LIABILITY INSURANCE FAX (918)683-6842 DA (MlI/DorfYVY) OS/20/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER (800)331-'759 TitlePac Inc PO Box 857 201 Eastpointe Drive Muskogee, OK 74402-0857 INSUltED S "T a t orl a 27911 Crown lake Blvd '110 Bonita Spring, FL 34135 INSURERS AFFORDING COVERAGE INSURER A Zurich American Insurance CO INSURER Il INSURER C INSURER D INSURER E, NAIC# 16535 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, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, POUCY~ ~= lYPE OF INSlJRAIICI! POUCY NUMBER ~ EFFEC11VE lIMmI GENEIlAL UAIllUlY EACH OCCURRENCE $ - COMMERCIAL GENERAl LlABlLliY DAMAGE TO RENTED $ I ClAIMS MADE 0 OCCUR Ml!D EXP (My one pet'1On) $ PERSONAL" AOV INJURY S - GENEIlALAGGREGATE S - GEN'L AGGREGATE LIMIT APPLIES PeR PRODUCTS. COMP/OP AGG S I POLICY n ~r8r n LOC AUTOMOlIllE UABlUTY COMIlINED SINGLE LIMIT - (EallCCllleltl S fW'( AUTO - ALL OWNED AUTOS BODILY INJURY - $ SCHEDULED AUTOS (P" pG'5on> - HIRED AUTOS BODll Y INJURY - S NON.oWNED AUTOS (per acc,denl) - - PROPERlY DAMAGE $ (P...~) GAIlAGE IJAIllUlY AUTO 0Hl y. EA ACCIDEHT S ~ ~ AUTO OTHER THAH EAACC S AUTO ONLY AGG S EXCESSlUllllREllA UABlU1Y EACH OCCURRENCE S :=J OCCUR D CLAIMS MADE AGGREGATE S $ ==J DeDUCTIIJLE S RETENTION $ S WORKEIUI COMPENSATION NjO I T~S97 .,1 IOJli' EMPLOYERS' UABlUTY EL EACH ACCIDENT fW'( PROPRETORIPARTIERlEXeCUTIVE S OFFlCERIM!MIlI!R EXCLUDED? E, L. DISEASE. EA EMPLOYEI S ~---... E PROVl8IDHS tIIlcJw E L, DISEASE. POlICY LIMIT S DSSIONAL LIABILITY Tl311005 01/27/2009 01/27/2010 OCCURRENCE: $1,000,000 / A LAIMS MADE POLICY AGGREGATE: $1,000,000 DEDUmSLE: S 5 .000 DESCRll'11ON OF OPl!IlAllOHS I LOCAllOHS I VEHIClES I EXCLUSIONS ADDeO fI'( ENDOflSEMENT I IPIiClAL PROVIlIlONl HE INSURANCE AFFORDED BY THIS POLICY APPLIES SOLELY TO WRONGFUL ACTS IN THE INSURED'S PERFORMANCE OF ~ROFESSIONAL SERVICES FOR OTHERS FOR A FEE AS TITLE AGENT, ABSTRACTOR/SEARCHER AND ESCROW CLOSER ~RIOR ACTS DATE: 1/27/04 Hnlnc::1:P I ^TlnN SHOULD AtI'f OF THE AllOY!! DESCRIBED POLICIES BE CANCELLED BI!FORI! THE EXPllVoTlON DATE THeREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL JL DAYS WRITTEN NOTICE. TO THE CERnFICATE HOLDER NAMeD TO THE LEFT, COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ./ BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGA11OH OR L1ABILllY 3301 EAST TAMIAMI TRAIL OF AtI'f KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. NAPLES, FL 34112 AuntORIZED REPRESEHTA1lVE Bart Newsom! ACCT ~ ACORD 25 (2001/08) CACORD CORPORATION 1988 168 9 Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] Friday, July 23,201010:24 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 8CC 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 nadeleon@colliergov.net ,.1,..\ EXIIIBIT A-I Conlrad Amendment # 0'1-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" 168 9 This amendment. dated '1"('04 ;.),1..,2010 to the referenced agreemcnt shall be by and between the parties to the ori~inal'l\grecmcnt, SFT&T dba South Florida Trust & Title, 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" rhe following change to the above referenced Agreement has been 111utually agreed to by the Contractor and the County. The additions to the existing language in the Agreement are shown herein by umlerlinin~: deletions Ii'olll the ..'\gre<'111cnt arc shown by;tril;ethro"ghc;. Replace original contract Section I "Commencement" paragraph I, with the following revised language: 1, COMMENCEMENT. The Agret'I1}t'DLshall commence upon the date the '\greL'ment is approved bv the Board "I County Commissioners. The Compan\' :i1:!E}JI nnLb~~iJ) 'v\!ork on allY' assig}!12l('nL~L[ll^css a \vritten_.ordef fur that particular dssi~rlInent dnd a pUrdldSL' ordt'lJl~~QQ~}l iS5-~~)~Lbv tte Count\'. r:acsinlile and email, tral1~missions shall be deemed to fulfill the writin~ requirement. Requests for updates and endorsements may be made verba IlL Change original contract Section 1 "Commencement" paragraph 2, as follows: [n accordance with Bid 09-5185 "Preparation and Deliverv of Title Commitments and Real Estate Closing Services", Contractor shall provide a written fee proposal to the Cmmty for each service, in accordance with the bid submitted, herein rderenced as Exhibit B and hereinafter "'"York", to be performed under this Agreement. Upon approval by the Contract Manager, a Purchase Order aOO d--r\{,+tt('t-"'h+,F'-f-i.-H~e~:'i.:l-....I'l;;llj bt: is-,;ucd fl1!- thL: Ser\'il~t' as specifIed in the t"roposal. TIll' Contractor shall thL'n pn)\'ide tlK' specitied service to the Countv. The AgrL'emc'nt shall be for a one (1) veill' period, ettL'ctive on the dalL' the Agreement is approved by tl1l' Board of Countv Commissioners. Add the following Section 31: 31. SUSPENSION OR TERMINATION OF ORDERS. At the sole discretion of the Count\', the County reserves the right to sUW~l,J or terminate any orders 011. <'l parcel bl' parcel basis. In this e\'ent, the Countl' wilLrnake partial payment when the Com>,a!1\' has performed work pursuant to the order The amOU!1t of thl2 partial pavrnent \'\'111 be rnl1tu~Qg.S2JL~!J~;;~~L{!?__'J}:L'(lsonab]p fee based upon the 'lI,}oLJlJl."f work performed bv the Contractor in eXl'cution of the order. In the event that the Count\, terminates ur ?uspt'nds an order, the Contractor's rl'coVl'ry a!r,ainst the Countv shall be limited tu thill portioll of the ordq.'l!!L()-'-"-'_L<:'l'-'-'-~ll throught!}l2 date or termination. Illl'.. Cuntractur shall not be entitled to anv otl1l'r 168 9 or further recovery against the C:ountv, including, but not limited to, any damages or anv anticipated profit on portions of the services not performed. The Contractor agrees that this amends the original Agreement. All other terms and conditions of the Agrt:ement shall remain in f()fce. IN WIT:'IiESS WIIEREOF, the Contractor and th<' County hme each. rcspectiwly. b! an authori/ed person or agent. l1l'reunder sel their han(h and seals on the date(s) indicated below. CONTRACTOR 'i '.!;t_~l~v/ (AF~ dba S6uth Florida Trust & Title By: Title: Dated: \..LS ~ Pt - \..&h\'Y\Ur'\ "" '~N.~ ~~~ ..lOLQ OWNFR: BOARD OF COUNTY COMMISSIONERS COI.LlER COUNTY. FLORIDA 11) : ".,.""'".....<'c_",.."L~,,4------:/_. Stepben Y. Cat'nell llirector or Purchasing and Gcneral Scniees ( API.,!'Oved as to !C)!1l' aqd Leg~'fjeierI'Y: /1 ,', _""",\:-1 / / I s~!;tit~~~..~------'c-.~- . Deputy County Attorney 16 89 r.t MEMORANDUM Date: June 17,2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: American Government Services Corp. Enclosed is one original contract, referenced above (Agenda Item #16B9), approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-8411. Thank you. Enclosure (1) ITEM NO.: ~..~.. D'L-lQ Date: June 10, 2009 County Attorney's Offil'~ Attention: Jeff KI~ ':J\~' -A~'/ ..,' \ ~ vi~ r j '.. .. i ,.~:' l: 3 ~ 0 <r> ( ~l) REQUEST FOR LEGAL SERVICES 'i>J,'t\~~,. \<rf\ C; J1 ~~ 'G I <-zt1 t ~ ~ I~? FILE NO.: ROUTED TO: To: From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: American Government Services Corp. BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; Agenda & Item 16.B.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA RLS # ()q- Ptf:.~- {) 1.;)./9 CHECKLIST FOR REVIEWING CONTRACTS Entity Name: /)/11€ri((!,w 6'0 1/(;~N/1A€/t-.' r SEfNi c~s (!ifUJr!1~ A /{()I() 16B9 ~Yes No --1L- Y es No ~Yes No -\.L- Y es 'No ~Yes No ~Yes No Entity name correct on contract? Entity registered with FL Sec. of State? Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Products/CompI/Op Required $ Personal & Advert Required $ Each Occurrence Required $ i \'vi. ( L. Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ '::J- (90 I O~ 0 Provided $ f '{\l'\. t \...... . Workers Compensation Each accident Required $ :;-()(P; ()O() Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ Aggregate Provided Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ i M [ l. Per Aggregate Required $ Other Insurance Each Occur Type: Provided $ 2- N\\ L Provided $ \ ( Provided $ , VV\l L-- Provided $ f I Provided $ ;)/!)cC'/00"O Provided $ Provided $ Provided $ l ' I Mt L. t, Exp Date Exp Date Yes Provided $ Provided $ f MlL. I I Required $ Provided $ County required to be named as additional insured? County named as additional insured? v""Yes ~Yes Indemnification Does indemnification meet County standards? Is County indemnifying other party? -L Yes Yes Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? \/"Yes ~Yes --V Y es V Yes t\\~ \ "/Yes V Yes ~Yes Attachments Are all required attachments included? /Yes Exp. Date $12tJt~D Exp. Date ' I Exp. Date l · Exp. Date ' · Exp. Date I ' .~~ "A-(itcP ,-' t<J.U- '\~ ~n-~ ~~ <\- ~~, /( itUI(&- /' ~~ Exp Date Exp Date ') /3l / fA Exp Date I , Exp Date I I No Exp. Date 4/,11/ ocr Exp. Date I' Exp Date_ No No No ~No Yes No Yes Yes No No No No No No No No No No "- Reviewer Initials: )1A4i-C... Date: f:I/SJ 0'1 04-COA- 1030'1222 1689 colli m From: Sent: To: Subject: RaymondCarter Tuesday, June 16, 2009 11 :19 AM colli m FW:Certiticate at Insurance tor American Government Services Corporation Attachments: Holder _Final.pdt 1tJ Holder _Final.pdf (107 KB) I spoke with the producer of the coverage for American Government Services Corporation and obtained the written response below. The Hired/Non Owned auto liability coverage is under the GL policy which is why the Policy Number and effective date is blank on the Certificate. Ray -----Original Message----- From: Tereasa Miller: AIM Insurance Group, Inc. [mailto:TMILLER@AIMINSURANCE.NET] Sent: Monday, June 15, 2009 4:42 PM To: RaymondCarter; TMILLER@AIMINSURANCE.NET Subject: Certificate of Insurance for American Government Services Corporation Please find the requested certificate of insurance for American Government. Please note that the Hired/Non Owned coverage is included as part of the General Liability policy. If further information is needed, please let me know. Thank you, Tereasa Miller Commercial Lines Account Executive 1 16B9 ACORDftI> CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~. 6/15/2009 PRODUCER Phone : (727)772-7800 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Fax: (727)797-7310 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AIM Insurance Group, Inc, HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 3607 AIL 19 N ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palm Harbor, Florida 34683 INSURERS AFFORDING COVERAGE NAIC# ----^ - - ..._-~ ~...,-_._---~---~._---~--_.. INSURED JI'l.SURERA: American Economy Insurance Company 19690 American Government Services Corporation INSURER B: Florida Retailer Federation Self Insurers Fund 999914 3812 West Linebaugh Ave _.,..._._~------_.._~---------- _._.._~ Tampa, FL 33618 Ii'iSLJRER c: Natio~ Unio~l.!.irelnsu.r~Il.c.e~o..mpany Of Pitts 19445 -.-- I_I_NSURER D ._-~--~._- I INSURER E: ~ COVERAGES 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, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, I~~: ~~~~ . '-~-- POLICY EFFECTIVE POLICY EXPIRATION TVP"n" POLICY NUMBER LIMITS ~ERAL LIABILITY 02CE 13676740 5/20/2009 5/20/2010 : EACH OCCURRENCE $ I 000 000 A :L 3MERCIAL GENERAL LIABILITY I ~~~~~~~9E~~~J~r~nce\ $ 200,000 CLAIMS MADE [{J OCCUR I MED EXP (Anyone person) $ 10,000 - - PERSONAL & ADV INJURY $ I 000,000 ---~-- - GENERAL AGGREGATE $ 2 000,000 i n'L AGGREGATE LIMIT APnS PER: ~I,I,CTS .. C.QMP/OP AGG $ 2,QQ.Q,QQQ. POLICY. Ii ~~PT LOC I : ~To.Mo.BILE LIABILITY I COMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO (Ea accident) f-- f---- ALL OWNED AUTOS BODILY INJURY (Per person) $ f---- SCHEDULED AUTOS L HIRED AUTOS BODILY INJURY L NON-OWNED AUTOS (Per accident) $ .----- I PROPERTY DAMAGE 1$ (Per accident) ~RAGE LIABILITY I : AUTO ONL Y - EA ACCIDENT $ I -. ..-- ANY AUTO OTHER THAN EA ACC ~ AUTO ONLY: AGG $ :=JESS I UMBRELLA LIABILITY ~_OCCURRENCE -+. OCCUR D CLAIMS MADE i AGGREGATE ~ DEDUCTIBLE ---~.~---t$ . $ RETENTION $ 1$ B Wo.RKERS Co.MPENSATlo.N 520-31282 7/31/2008 7/31/2009 I T"X~$T~J#<: I ,OTH- AND EMPLo.YERS' LIABILITY : -"" YIN ANY PROPRIETOR/PARTNERlEXECUTIVE D ~_EACH ACCIDENT '$ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) iJ:::_ DISEASE - EA EMPLOYEE; $ 1,000,000 ~~~~I~tS~~c5J1s1~NS below ,n 1,000,000 EL DISEASE - POLICY LIMIT' $ C OTHER Each Wrongful Act 1,000,000 Errors & Omissions - Claims Made; 012771773 Polin' Aggregate Retro-Active Date 09/30/84 9/30/2008 9/30/2009 i DESCRIPTlo.N o.F o.PERA TIONS I Lo.CA Tlo.NS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PRo.VISlo.NS $50,000 Fidelity Bond # 15052917 (E CNA Surety / Western Surety 10/08/2008 CE 10/08/2009 $35,000 Title Agency Bond #40058928 CE Platte River Insurance - 01/01/2009 CE 01/01/2010 CONTRACT # 07-0352 CERTIFICATE HOLDER Holder's Nature of Interest: Certificate Holder CANCELLATION Collier County 3901 East Tamiami Trail Naples, FL 34112 SHo.ULDANY OF THE ABOVE DESCRIBED Po.LICIES BE CANCELLED BEFo.RE THE EXPIRATlo.N DATE THEREo.F, THE ISSUING INSURER WILL ENDEAVo.R TO. MAIL ~ DAYS WRITTEN No.TlCE TO. THE CERTIFICATE Ho.LDER NAMED TO. THE LEFT, BUT FAILURE TO DO. so. SHALL IMPOSE NO. o.BLIGATlo.N o.R LIABILITY OF ANY KIND UPo.N THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHo.RIZED REPRESENTATIVE ') ACORD 25 (2009/01) '@i 8-2 9 The ACORD name and Io.go. are registered marks o.f ACORD All rights reserved. MEMORANDUM TO: FROM: DATE: RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: American Government Services Corp. This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/RC C: Kevin Hendricks, TECM/ROWA DATE RECEIVED JUN 11 2009 RISK tWfA&EMENT www.sunbiz.org - Department of State pa~ 1(;3B 9 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Rl:lJmnT~l"i$J IEntity Name Search Submit I Events N;;lmeJ::!ll:>tory Detail by Entity Name Florida Profit Corporation AMERICAN GOVERNMENT SERVICES CORPORATION Filing Information Document Number 643498 FEI/EIN Number 592346160 Date Filed 10/30/1979 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 06/25/2001 Event Effective Date NONE Principal Address 3812 WEST LINEBAUGH AVENUE TAMPA FL 33618 US Changed 09/30/2004 Mailing Address 3812 WEST LINEBAUGH AVENUE TAMPA FL 33618 US Changed 09/30/2004 Registered Agent Name & Address MANNING, KAREN 3812 W LINEBAUGH AVE TAMPA FL 33618 US Name Changed: 03/17/2005 Address Changed: 03/17/2005 Officer/Director Detail Name & Address Title P MCALEESE, WENDI 3812 W LINEBAUGH AVE TAMPA FL 33618 Title SRVP MEHL, TAMMY 3812 W LINEBAUGH AVE TAMPA FL 33618 http://www . sunbiz. orgl scripts/ cordet. exe ?acti on= D ETFIL&inCL doc _ number=64 3498& inq... 4/24/2009 www.sunbiz.org - Department of State Page 2 of3 Title CEO MANNING, KAREN 3812 W LINEBAUGH AVE TAMPA FL 33618 Title TRES YEAKLEY, COURTNEY 3812 WEST LINEBAUGH AVENUE TAMPA FL 33618 Title SEC WAGERS, CHRISTINE L 3812 WEST LINEBAUGH AVENUE TAMPA FL 33618 Annual Reports Report Year Filed Date 2008 01/04/2008 2008 02/07/2008 2009 01/20/2009 Document Images 01/2Q/20Q9=ANNI,JALREPORT 02/07/2008:::: ANNUAL REPORT 01/04/2008 =ANNLJALREPORT 08/30/2007 -- Off/DirBesigl1gtioO 01/10/20Q7:::ANNUAL REpORT 01/09/2006::: ANNUAL REPORT 03/17/200Q::ANNLJALREPORT 01/12L2_QO.R -- AI':JNUAL REPQRT O_9/:JQL2QO<1::=6NNLJALBI;.POEU 04/1..~J;WO<1:_=..ANNUAL_BE;POBT 1 Q!20L20_Q.~..:=6NNI,JA]"REPQRT Q<t!23/2QO~::.ANNUALREPORT 04107/2002 -- ANNUAL REPORT 06/25/2001 -- Name_C.b.Qoge. 04/11/2001 -- ANNUAL_REPORT O..'1L24L200_0-- At-JNUAL REPORT 04/20/199~::-.8NNJJAL REpORT Q4/Q8!1Q$8:=ANNLJALBEpQBT 04/24!1~9L-.:...ANN UALBEPOBT OQ/O~!JQ$9=ANNLJALREPORT 08IQJ/199Q:::ANNLJALREPOBT 16 9 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. http://www . sunbiz.org/ scripts/ cordet. exe ?acti on= 0 ETFIL& inq_ doc _number=64 349 8&inq... 4/24/2009 www.sunbiz.org - Department of State Pf6 DB 9 Previous on List Next on List Return IQl.h:lt E;yent~ Name History IEntity Name Search SubrTli~ I I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I Copyright and Privacy Policies Copyright @ 2007 State of Florida, Department of State, http://www . sunbiz.org/ scripts/cordet.exe ?acti on= D ETFIL&inq_ doc _ number=64 3498& inq... 4/24/2009 16 B9 A G R E E MEN T 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 American Government Services Corporation, authorized to do business in the State of Florida, whose business address is 3812 West Linebaugh Avenue, Tampa, Florida 33618, hereinafter called the "Contractor'l and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": 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 Page] of]6 16B9 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. f,:'~1 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) usmg 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 Page 2 of 16 1689 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 (montWy) 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. Page 3 of 16 1689 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: Wendi McAleese American Govermnent Services Corp. 3812 West Linebaugh Avenue Tampa, FL 33618 Phone: 813-933-3322; Fax: 813-931-3362 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 parh1ership 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.s., 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. Page 4 of 16 16 B9 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 r~le 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. Page 5 of 16 16 B9 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. Page 6 of 16 16 B9 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 GIFTS TO .COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 u.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 matters. 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. Page 7 of]6 16 B9 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. Page 8 of 16 1689 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. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ,d; - American Government Services Corp. ".---- , /,1 r:'-/J / ,/1/// / ~,., 7i Fitst "itness By: l~ y')\C.f\:~ Signature Tammy Mehl tTypejprint witness namet I rill/\' /\ i '"""-. t.,.' \r' I - -- ". Second Witness Wendi McAleese, President Typed signature and title Christine Wagers tTypejprint witness namet Approved as to form and legal sufficiency: ~ County Attorney yo SUJ7f R ~4~L '" Item # / I.J,~ Agenda q),q(ocf Date Print Name Page 9 of 16 16 B9 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. Page 10 of 16 .1689 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 Conunitments 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 conunitment, 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 3D-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 Page 11 of 16 ~16 89 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 (OFAC). If Company's search discloses a "match," the commitment must include, in Schedule B-1, a statement that a match against the SDN list was found. 5. 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 conunitment. 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.) Page 120f16 1689 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 corrunihnent 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 commihnents. 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- 1 requirement. Page 13 of 16 1689 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 numbe'r 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 II pdf" fQ2Y 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 14of16 1689 (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 1689 EXHIBIT B BID RESPONSE B!D# 09-5185 Bid Response Form is electronic. Please input your prices online. The Bidder proposes and agrees, if this Bid is accepted, to contract with the County to furnish work in full, in" complete accordance with the attached specifications, according to the foHowing unit prices: Title Commitment (Upon policy issuance, a credit will be given to County in the amount of $ 75.00) $ 325.00 (flat rate) Update of Commitment (Endorsement to Initial Commitment) $ 65.00 (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) $ o to $ 100,000 real property value $5.75 1$1,000 $ 100,001 to $ 1,000,000 real property value $5.00 1$1,000 $1,000,001 to $ 5,000,000 real property value $2.50 1$1,000 $5,000,001 to $10,000,000 real property value $2.25 1$1,000 Over $10,000,000 real property value $2.00 1$1,000 Real Estate Closing Services $195.00 per Parcel 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 1689 ACORC.l" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMiDUiYYi'Yl L...---' ' 6'912009 PRODUCER Phone: (72 i}7?2~ "JoCK, THIS CERTIFICATE IS ISSUED AS A MAHER OF INFORMATiON Fax: (727}797 -73 j{} ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE AliVl tn:~uranc-c Gn.:-'.Jp. lnc:: HOLDER. THIS CERTiFICATE DOES NOT AMEND, EXTEND OR 3607 Alt. 19N ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palm Jhrbor. Florida 3-+683 I NAIC# INSURERS AFFORDING COVERAGE -_.~.._--_.----~-----_._.. ...._.__.~'_W_A..._.'~-^' l I~SU~R-:;;\;;;'~riGm Ecunumy jn,m~nct C\J;l;P;;;Y""'" I j 9690 INSURED American Governmcnt Services Corporation 'u._... ' ...........-..-..--199.--.-'-'.... 3812 West LincbaughA.;e ! 'NSURERS: Florid;. Retailer Fd'E'.~i()l1 Sdflnsurcrs Fund . 999<.i14 ._ Tampa, FL 33618 iNS'JRER c; National Uni(J.r.!.!:,jE::J!~?u!:ann: CO,!lp,HlY Of PijU.!.1~q3::!~.._._... : INSURER D: i .-.-..-.-... ,-_.-~._~_.., ,c._._,_.~~~_.___._____.___..__...~_._._____._ ---. ! INSURER E: I .-----., COVERAGES THE POLICIES OF INSURANCE liSTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ASOVE FOR THE POLICY PERIOD INDICA TED. NOTVVITHST ANDlNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT \^,IITH RESPECT TO VVHIGH 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .l~~~' I POUC~-N;':;;~;-""-- ......Lff}~c~.~~~~.r~2WrM~~~~~T.-----..----_..._.~I;.;;~~- ---.....-- ~GENERALUABILrrY i02CEL,676740 5'2()'200(j 5/20/1010 ! 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WORKERS COMPENSATION I D I AND EMPLOYERS' LIABIliTY Y IN 520..3] 21;2 7/3 Ifl00S 7/31/2009 ! /4/Y'PROPRlETORfPf,RTNERo'EXEGUTlVE 0 i OFFIc.Efl.~~EMBEI~ EXCLUDErn I (Mandalo'Y In NH) I ! ~~~~I~'~~~~S~~'lS 1>61"'.... i" C I OTHER i Errors & Omissions - Claims M\lllc; {)j 2771773 : "),i.'.()i_'{I(lO" ,. , ,r 0 <)':30/2009 ! Rem1,Acli\'c Date 09i}(VR4 n D"SCRIPTION OF OPERATIONS I LOCATIONS {VEHICLES {EXCLUSIOIIS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS S50,OOO Fid~lily Bond #]5052917 (E CNA Surely i WC!'lcrn Smell' ](J.\)~i21>i)S 0, 10i(lS'21}'.l9 SJ.S,(JOO Tille Agency Bond it400Sx92R (E Plane River In.~u)'an~c... (1 '.'j)l:::lJ(J(j (E 01,'01:'2(110 CONTRACT # t!'J.5- 1 S5 MHO ONLY - eft. ACCIDENT , S OTHER TH,,,"'! ! AUTO ONLY: I ."~~J..L_...___.._,,.___.,___...__.. AGG! $ s $ S S $ ...JlQ~sL1Jt.l ._____ .."L.:.."A9.H....~y?"N.r_______L~.____ ..:1!(IO,~OlJ i H. DISEASE. EA EMPLOYEE; S 1.000,000 1..~.;~-~~sEA~~-:-;:,.;;.~:.~:-I-;;:;;;l~------nlO()~OOO i ~:~:,~.'.V.r~':'~l\l~.~\d C 1.000,000 i I I I CERTIFICATE HOLDER CANCELLATiON H(\lder's N.:nure .:>f fnt~,:p,")st: Additi(1f\al Jn~un'd D SHOULD ANY OF THE M~OVE DESCRIBED POLICIES BECANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABIliTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENT A TIllES. AU.:[HO 12...EORfPllES~T~Evg,~. J. ...... ,1 ,- ~ (t,....,~,......... 1- J )l..V,Y/ ",":1-'\-" -",,'__,\-F " ',,"OJ Collier COllniy 3901 East T"miami Trail Napks, ]'L 3-\ 112 I ACORD 25 (2009f01) @ 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1689 IMPORTANT ]f the certificate holder is an ADDITIONAL INSURED, the policy{ies) musl be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 enctorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or aller the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) Patricia L. Mor~an 168 q From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] 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 d ia nadeleon@lcolliergov,net , :'" ~ I ' ' " ',(:";(' 1"'''.\':1; 16a 9 ~~XHlBlT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" " This amcndment. datcd '..d;~, 20 I () to the referenced agreement shall he by and between the parties to the ori ina Agreement, American Government Services Corporation, to be referred to as "Contractor" and Collier County. Fiorida, (10 be referrcd to as "CcHlIlty"), Statement of Understanding RE: Contract #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" The [()llowing change 10 the above referenced Agreement has been mutually agreed to by the Contractor and the County, The additions to the existing ianguage in the Agrecment are shown herein by underlining: deletions from the Agreement arc shown by ~IHouglt& Replace original contract Section I "Commencement" paragraph I, with the following revised language: 1. COMMENCEMENT. The Agreement.*l\all cumn1Pnce upon the date the 6greement is approved by the Board of COLmtv Commissioners, The Company shall not begin work on anv assignment unless a written order for that particular assignment and a purchase order have been issued by the County, facsimile and email transmissions shall be deemed to fulfill the writing requirement. Requests for updates and endorsements mav be made verballv, Change original contract Section '( "Commencement" paragraph 2, as follows: In accordance with Bid 09-S185 "Preparabon and Delivery of 'rille Commitments and Real Estate Closing Services", Contractor shall provide a written fee proposal to the Countv for L',Kh ,,'rvice, in accordance with the bid submitted, herein referenced as Exhibit Band herc'inafkr "Work", to be performed under this Agreement. Upon approval by the Contract Manager, a ['urch"sl' Order aRti a--Notice to l'roccl'd 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 IX' for a one (1) Yl'ar period, effective on the date the Agreement is approved by the Board of Countv Commissioners, Add the following Section 31: 31, SUSPENSION OR TERMINATION Qf ORDERS, At the sole discrc:tion of the County, the County "'serves the right to suspend or terminate any orders on a parcel bv parcel basis. In this event, tl1L' Countv ','fill.make partial pavment when the Company has performed. work pursuant to the order, The amOlll1t of the partial payment will be mutually negotiated as a reasonable fee based upon the amount of work performed by the Contractor in executicl!1 of the order. In the event_t11at the County ternJ-inates~or su.s,l?~::n~ls an order, the Contractor's recovcrv against the CountY' shall be limited to thelL po1't~c2!l_'AJbe grder amuunt earneL! ~~._,..- - ~_._-----~- 169 9 through the date of tel'mination, The Contractor.shalll1(lt be entitled to any other or fmther recovery against the Countv, including, but not limited to, anv damages ~'. anticipatt'd pl:ofit on portions of tb<: servj.r;,es notJJerformed. l'he Contractor agrees that this amends the original Agreement. All other terms and conditions of the Agreelncnt shall remain in force. IN WITNESS WHEREOF, the ('ontraclor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below, CONTRACl'(lR American Government Services Corporation 13y: Title: Dated: OWNER: BOARD OF ('()\ ::-:TY COM\1JSSIONERS ('OILir:R ('l)\ !NTY. FLORiDA By: -' , / j ., ., ,.' 'I ". ''" c.-l.-iL-'--'--"9t.. /, eL.L.'?!' Stevhen '1'" " rneU / Director ot'Purchasing and Gcnerai Scrvices Apprnv):d as to form and I~r~nffici,ney:) , . '. () ~._=-l:'t>::'mmm'A<7 Scott R, Teach Deputy ('ounty Attornc: 1689 MEMORANDUM Date: June 18, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Bond, Schoeneck & King, P.A. Enclosed is one original contract, referenced above (Agenda Item #16B9), approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-8411. Thank you. Enclosure (1) ROUTED TO: , ~\ocJOV) _ ITEM NO.: D?-\12C--O\).d--;).. \- ':--,~", \+-,,'I,i_:t,'_ ,~,'-~1 ~~~~ECEIVED: FilENO.: . iJJV~\I~\;" .i...,) 1689 Y '-'"" II) Ie PM ll: Of) "~ICD~ . DO NOT WRITE ABOVE THIS LINE ~6l'.1)) '\ ~l'~1 REQUEST FOR LEGAL SERVICES Date: June 1~, 2009 County Attorney's Office g:\ Attention: Jeff Klatzkow \}.9--- Rhonda Cummings, FCCN, CPPB, Contract Specialist D Purchasing Department, Extension 8941 \O~\<(. .d1 To: From: Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Bond, Schoeneck & King, P.A. BACKGROUND OF REQUEST: ./ ) I . ~J This Contract was approved by the BCC on April 14, 2009; Agen' Ml Item 16.B.9 V../ This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA RLS # 01- fJ/2c- CHECKLIST FOR REVIEWING CONTRACTS 6{) IJ D , Entity Name: '-)' (! Wi? c AJ E (' J<. r ( qL. k OJ/~. ,:>, A. I Qj- I ( (JLLC!-. I l/" Yes ~Yes , I Entity name correct on contract? Entity registered with FL Sec. of State? Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I Mol L Products/CompI/Op Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily I~ & Prop Required $ ')oOI1)() D Workers Compensation Each accident Required $ .')0&) fjt)O Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ 5- '^-IE Aggregate Provided $ 11 Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ ()\It l L Per Aggregate Required $ Other Insurance Each Occur Type: Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ I M \ L.. Provided $ SOO, C()C.I Provided $ ( I Provided $ I i Provided $ S /lit, L. Provided $ I I VYes ~Yes Yes ~Yes ;) 'Ml L II (miL iDO, ~() l)/~,:).::J. 1689 No No No No ........-No No Exp. Date '-I ) ~J 4aD Exp. Date ' I ( I Exp. Date I , Exp. Date I ( Exp. Date I ( Exp Date Y!Z3/ "2t11"l) Exp Date 4./Z3[WltJ Exp Date ' i I Exp Date ' ' Exp Date Lf /23/2tf 0 Exp Date ~Yes Provided $ Exp Date_ v"'Yes No Yes - No ~Yes No Yes l.,..- No Yes No Yes No Yes No VYes - No ~Yes - No ~Yes No N\/\ ~Yes No \ -./Yes No ~Yes - No -..l.L Y es No VYes No ~ Reviewer Initials: ~ Date: It? ~I fI /JY' 04-COA-Ol 3 222 Required $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? Ifattached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signatllre Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Attachments Are all required attachments included? No Exp.Date 81,S-Iff( Exp. Date . I , lNWW.sunbiz.org - Department of State Page 1 of2 1689 Home Contact Us E-Filing Services Document Searches Forms Help PI"~vjoJ.J~on_List Next on List Return IgJ,..ist Entity Name Search I Submit I I;Y~111~ No Name History Detail by Entity Name Florida Profit Corporation BOND, SCHOENECK & KING, PA Filing Information Document Number P94000092382 FEI/EIN Number 650543675 Date Filed 12/22/1994 State FL Status ACTIVE Effective Date 01/01/1995 Last Event REINSTATEMENT Event Date Filed 10/28/2002 Event Effective Date NONE Principal Address 4001 TAMIAMI TRAIL N STE 250 NAPLES FL 34103-8702 Changed 01/30/2003 Mailing Address 4001 TAMIAMI TRAIL N STE 250 NAPLES FL 34103-8702 Changed 01/30/2003 Registered Agent Name & Address ZUNDEL, ROBERT C JR. 4001 TAMIAMI TRAIL NORTH STE 250 NAPLES FL 34103-3555 US Name Changed: 01/23/2008 Address Changed: 01/23/2008 Officer/Director Detail Name & Address Title PO ZUNDEL, ROBERT C JR. 2043 SWAINSONS RUN NAPLES FL 34105 Title VPD http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&inCL doc _ number=P94000... 6/1612009 'www.sunbiz.org - Department of State MCMACKIN III, F. JOSEPH 2616 TREASURE LN NAPLES FL 34102 Title D HOLE, RICHARD D 2023 PINE BLUFF SKANEATELES NY 13152 Title STD BROWN, DENNIS C 352 PIRATES BIGHT NAPLES FL 34103 Title D DATI, JAMES D 27296 BARBAROSA STREET BONITA SPRINGS FL 34135 Annual Reports Report Year Filed Date 2007 04/12/2007 2008 01/23/2008 2009 04/27/2009 Document Images 04/27/2009 -- ANNUAL REPORT [ 01/23/2008 -- ANNUAL BJ;EORT [ 0411212QDL-- ANNUAL REPORT [ QII07/2006 -- ANNUAL REPORT [ Q4125/2005 -- ANNUAL R.I;PORT [ Q3/1Q/200~~ANNU~LREPORT[ 9~~OQOO~~~NNUALREPORT[ lQ/28L2002.- REINSTATEMENT [ 07124/200L:,t\t-/NUAL REPORT [ 05!21L2QQo -- ANNUAL RE;P'QB-.I [ Q3/Q9/1999 -- ANNU!\L REPORT [ 03/Z~/1Q9~L:-ANNUAL REPQRT [ 03/2_Z/1 ~L=ANNU!\L REPORT [ 06aO/199~::ANNUAL RE;PQRT [ Page 2 of2 16 9 View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] View image in PDF format ] Note: This is not official record. See documents if question or conflict. Preyious on_j,J~! Eyent~ No Name History Next~11 List B'turn To List Entity Name Search I Submit I : Home ! Contact LIS 1 Docurnent Se<.1rches E~Filing SerVices ~ [::orrns i Help I COPYright <Hid Pr!v;JCY Poiicies Copyriq[1t 200/ State of rioridar Departmei1t of State, http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&in<L doc _ number=P94000... 6/16/2009 www.sunbiz.org - Department of State Page 1 of2 1689 Home Contact Us E-Filing Services Document Searches Forms Help e~"iou~.9n Lj~t Next on List Return To List Entity Name Search I Submit I No Events No Name History Detail by Entity Name Foreign Limited Liability Company BOND SCHOENECK & KING, PLLC Filing Information Document Number M08000005552 FEIIEIN Number 270015651 Date Filed 12/29/2008 State NY Status ACTIVE Principal Address 4001 TAMIAMI TRAIL NORTH, SUITE 250 NAPLES FL 34103-3555 Mailing Address 4001 TAMIAMI TRAIL NORTH, SUITE 250 NAPLES FL 34103-3555 Registered Agent Name & Address ZUNDEL, ROBERT C JR 4001 TAMIAMI TRAIL NORTH, SUITE 250 NAPLES FL 34103-3555 Manager/Member Detail Name & Address Title MGR HOLE, RICHARD ONE LINCOLN CENTER SYRACUSE NY 13202 Annual Reports Report Year Filed Date 2009 04/22/2009 Document Images OA/22j20Q9 -- AN NU8L REPORT [ 1;2/2~U20Q8 -- F'Qf!Z!gO Limited [ View image in PDF format View image in PDF format ] ] Note: This is not official record. See documents if question or conflict. erevi.9l,l~on LIst IIif.!~tQI1 !-ist Return ToList http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&inCL doc _ number=M0800... 6/16/2009 ...www.sunbiz.org - Department of State Page 2 of2 No Events No Name History 16 Entity Name Search [ Submit I 9 ! Home I Contact us l Document Searches j E~Frljng Services ! Forms t Help I Copyrioht and Privacy Poi!cies Ccpyriqclt ,i'; 20G7 Slate of ~ioricla; Department of State. http://ccfcorp.dos.state.fl. us/scripts/cordet.exe?action=DETFIL&in'L doc _ number=M0800... 6/16/2009 16B9 MEMORANDUM! TO: Ray Carter Risk Management Department FROM: Rhonda Cummings, FCCN, CPPB, <i:ontract Specialist Purchasing Department .ft P, rl~ J,/ {?> i'-t.ff'" DATE: June 1J" 2009 RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments. and Real Estate Closing Services" Contractor: Bond, Schoeneck & King, P.A. This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for thel above referenced contract. If you have any questions, please contact me at e~ension 8941. Thank you. dod/RC C: Kevin Hendricks, TECM/ROWA DATE REClIWD JUN 1 S 2009 RISK mausen_Q 1689 From: Sent: To: Cc: Subject: RaymondCarter Tuesday, June 16, 2009 2:21 PM CummingsRhonda DeLeon Diana; mausen_g; hendricks_k Contract 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Rhonda, I have approved the Certificate of Insurance provided by Bond, Schoeneck & King, P.A.. The contract will now be forwarded to the County Attorney's Office for their review. Thank you Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 1689 A G R E E MEN T 09-5185 for Preparation & Delivery of Title Commitments and Real Estate Closing Services THIS AGREEMENT, made and entered into on this---1!:Lday of M2009, by and between Bond, Schoeneck & King, PLLC, authorized to do business in the State of Florida, whose business address is 4001 Tamiami Trail North, Suite 250, Naples, Florida 34103, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 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 Page 1 of 16 1689 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 Page 2 of 16 16B9 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. Page 3 of 16 1689 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: F. Joseph McMackin III Bond, Schoeneck & King, PLLC 4001 Tamiami Trail North, Suite 250 Naples, FL 34103 Phone: 239-659-3861; Fax: 239-659-3812 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, p.s., 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. Page 4 of 16 16 89 ~ 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. Page 5 of 16 1689 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. Page 6 of 16 1689 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 U.s.e. 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 matters. 26. OFFER EXTENDED TO OTHER GOVERNMENT At 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. Page 7 of 16 16 89 1 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 PERSONNEUPROTECT 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. Page 8 of 16 1689 ~j 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. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: {~dd Dorm Fiala, Chairman , Bond, Schoeneck & King, PLLC Judy C. Hamilton tTypejprint witness namet ,)~~i~t SecondWitness F. Joseph McMackin III, Member Typed signature and title Jennifer A. Sweigart tTypejprint witness namet Approved as to.form and legal sufficiency: ~1I-;(4.~j ~~~;W7A~ L Print Name Item # ~e,q 'It ,;:~\~:da L:flct.l- gq I' i ~3tP I dl~ ~I~ Deputy Clerk l ~ - Page 9 of 16 1689 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. Page 10 of 16 16 89 ~ 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 3D-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 Page 11 of 16 2689 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 (OFAC). If Company's search discloses a "match," the commitment must include, in Schedule B-1, a statement that a match against the SDN list was found. 5. 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.) Page 12 of 16 1689 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-l" 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-l", 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. Page ]3 of]6 1689 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 1689 (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 EXHIBIT B Vendor Company: Bon~f., Schoeneck & King Vendor Username: Mcmackin 1689 'Itern Number Notes Total i 1 12 13 14 i5 16 17 i8 '9 Item Description Quantity Unit Price Unit of Measure Title Commitment 1 $500.00 Ea Credit'to County once policy issued 1 $250.00 Ea Update of Commitment 1 $100.00 Ea $0 to $100,000 real property value 1 $5.50 Ea $100,001 to $1,000,000 real property value 1 $4.50 Ea $1,000,001 to $5,000,000 real property value 1 $1.50 Ea $5,000,001 to $10,000,000 real property value 1 $1.25 Ea Over $10,000,000 real property value 1 $1.00 Ea Real Estate Closing Services Per Parcel 1 $200.00 Ea Date 3/18/2009 8:59:25 AM $500.00 3/18/2009 8:59:25 AM $250.00 3/18/2009 8:59:25 AM $100.00 3/18/20098:59:25 AM $5.50 3/18/20098:59:25 AM $4.50 3/18/2009 8:59:25 AM $1.50 3/18/20098:59:25 AM $1.25 3/18/20098:59:25 AM $1.00 i 3/18/2009 8:59:25 AM $200.00 I """,..,..'...".",.",."''..,.. .".,',':':::~~~,!,~~~,..~,~,~~~:~5.J Page 16 of 16 OlD ~ CD o ::l - 0- ;oll> .g~ :03= ~;t :;-0 ~ c '" n ::T ll> '" 5" <0 )> <0 ctl ::'. 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CD ... n 0@1Il ~ (I) ,En 1\)-oJ c.n c.n 00 08 (I)~ -I o;::+::!2 ~~ir~ 8 &i" ll" C::! ~~ig> ~-oOiil 8 @'~ ~ cll""'I1 (I)::l )> -. ~;::;:C"!i!. 04'~-t 8 @" ~ i .. (I)~C&>O W;::;: c ::s 0 8~Dla~ o -" :l '< 0 O@"ll"~ ~CIl .. g ~~ (I) En I\) -oJ c.n c.n 00 oe (I)~ -oJ'" c.n c.n 00 os (I)~ ~ ~;::;:=!::;; c.n-O:::!:< o ::!:. CD i" o@ :e 16B9 00-0 ll> ll> ~ CD ro $. 0-"0 s: C 0 ll> ~ ~<O WCD:-' - 0- -".. ^ se~~ 01\)-" <Oc.n::l C5I <Octl ::l 0- ~ o' " '" -0 iil "0 ~ !!!. 0" ::::l o ~ ~" -< a :T ctl ;;j (j) o o ID 3 0: 3 0 ;:::::;.:<0 3 0, ctl ~ ::l 00 (ijc.n ll> ::l 0- iil !!!. m '" OJ CD o 0" '" 5' <0 (f) ctl < @" '" Z glDz :u~g ctl (") CII @ CD "0 (") '" o ctl '" ~. ~. a :!} Ci5~:..;.z .. -" C>> )> ...Jo.N01r 1689 ACORD", CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) 5/1/2009 PRODUCER Phone: 315-451-1500 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Haylor, Freyer & Coon, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 231 Salina Meadows Parkway ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 4743 Syracuse NY 13221-4743 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Indemni tv Comoanv 5658 Bond Schoeneck & King PLLC INSURER B: ATTN: Kelly Johnson One Lincoln Center INSURER C: Syracuse NY 13202 INSURER 0: INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ~~~ POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS TR A ~NERAL LIABILITY P6303890C715IND08 4/23/2009 4/23/2010 EACH OCCURRENCE $ 1 000 000 COMMERCIAL GENERAL LIABILITY ~~~~~ES vE~~~ncel $100 000 c- :J CLAIMS MADE IX] OCCUR ~- MED EXP (Anyone person) $5 000 PERSONAL & ADV INJURY $ ~- $2 000 GENERAL AGGREGATE 000 -- GEN'L AGGREnE LIMIT APn PER: PRODUCTS.COM~OPAGG $2 000 000 I POLICY ~~,9r LOC AUTOMOBILE LIABiliTY COMBINED SINGLE LIMIT -- (Ea accident) $ ~- ANY AUTO All OWNED AUTOS BODilY INJURY -- $ SCHEDULED AUTOS (Per person) -- -- HIRED AUTOS BODilY INJURY (Per accident) S NON.OWNED AUTOS -- PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EAACCIDENT S ==1 ANY AUTO OTHER THAN EAACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ :J OCCUR D CLAIMS MADE AGGREGATE $ $ r~ DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND PJUB3890C71508 4/23/2009 4/23/2010 X I TWC STATU. 10J~' EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $500 000 ANY PROPRIETORlPARTNERlEXECUTIVE OFFICERlMEMBER EXCLUDED? E.L. DISEASE. EA EMPLOYEE $500 000 ~~Cltt~~~~~NS below E.L. DISEASE - POLICY LIMIT S 500 000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS oIlier County is included as additional insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Collier County Purchasing BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER Department WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE Rhonda Cummings CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO 3301 Tamiami Trail East, SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON Naples FL 34112 THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ,~.I\ !i~~. ./ ACORD 25 (2001/08) @ACORDCORPORATION 1988 1689 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) 1689 ACORD... CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNVYY) 05/01/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION "MARSH USA, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 507 PLUM STREET, SUITE 110 HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR SYRACUSE, NY 13204 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 022539-5M-- INSURERS AFFORDING COVERAGE NArc # INSURED INSURER A: Columbia Casualty Company 31127 BOND, SCHOENECK & KING, PLLC A TTN: KELLY JOHNSON INSURER B: ONE LINCOLN CENTER INSURER C: SYRACUSE, NY 13202 INSURER D: INSURER E: u COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NS~ ADD' TYPE OF INSURANCE POUCY NUMBER OUCY EFFECTIVE POLICY EXPIRATION UMITS LTR INSRI DATE (MMIDDNYJ DATE (MM/DDNY) <;ENEKAL L,,,..,uTT URRENCE ,:Ii ----, . ~~~~~~J~:~~ncel $ ~...""'" .,,- ,.,,~ -- CLAIMS MADE D OCCUR MED EXP (Anyone person) $ -- PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENERAL AGGREGATE LIMIT APPUES PER PRODUCTS - COMP/OP AG~I$ -I .n PRO- n POLICY JECT LOC AUTOMOBILE LIABIUTY COMBINED SINGLE LIMIT -- ANY AUTO (Ea accident) $ -- ALL OWNED AUTOS BODILY INJURY $ -- SCHEDULED AUTOS (Per person) -- HIRED AUTOS -- BODILY INJURY $ NON-OWNED AUTOS (Per accident) -- PROPERTY DAMAGE -- (Per accident) $ GARAGE UABIUTY AUTO ONLY. EA ACCIDENT $ =~ ANY AUTO OTHER THAN EAACC $ AUTO ONLY: $ AGG EXCESS/UMBRELLA UABIUTY EACH OCCURRENCE $ ] OCCUR D CLAIMS MADE AGGREGATE $ $ =~ DEDUCTIBLE $ RETENTION S WORKERS COMPENSATION AND 'I-IC STATU- IOJbi- EMPLOYERS' LIABILITY $ .L. EACH ACCIDENT ANY PROPRIETORlPARTNERlEXECUTIVE $ OFFICERIMEMBER EXCLUDED? .L. DISEASE - EA EMPLOYE mMtS~ifo\~1S'10NS below .L. DISEASE - POLICY LIMIT $ OTHER A PROFESSIONAL INDEMNITY PS132345145 08/15/08 08/15/09 NOT LESS THAN $5,000,000 EACH CLAIM DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER NYC-003395054-0 1 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE COLLIER COUNTY GOVERNMENT EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL PURCHASING DEPARTMENT ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ATTN: RHONDA CUMMINGS 3301 TAMIAMI TRAIL EAST BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR UABIUTY OF ANY KIND NAPLES, FL 34112 UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Ag,r~~~i~lJf~.E"TA TIVE I.{.<. ... ~ I.. a...kJ~ Kimberly A. VIIInter IT ACORD 25 (2001/08) o ACORD CORPORATION 1988 16B9 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2001/08) Reverse of Page 1 ............... 1689 ACORVe CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYVY) ~ 5/1/2009 PRODUCER Phone: 315-474-3374 Fax: 315-474-7039 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brown & Brown - Empire State ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 500 Plum Street, Ste. 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Syracuse NY 13204 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Pronertv & Casualtv ?5674 Bond, Schoeneck & King, PLLC INSURER B; One Lincoln Center Syracuse NY 13202 INSURER C; INSURER D; I INSURER E; COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~:: ~~~.~ TVPI' POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS ~NERAL LIABILITY EACH OCCURRENCE $ f- OMMERClAl GENERAL LIABILITY ~~~~~~~ ~E~~.7~nce\ $ f- CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ ,- PERSONAL & ADV INJURY $ f- GENERAL AGGREGATE $ .~'l AGGREnE LIMIT APAS PER; PRODUCTS - COMP/OP AGG $ POLICY ~~g: LOC A .~TOMOBILE LIABILITY BA2866C98708 4/23/2009 4/23/2010 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $1,000,000 -- .- ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) f- ~ HIRED AUTOS BODILY INJURY $ f;1L NON-DWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) :~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY; AGG $ A EXCESS I UMBRELLA LIABILITY PSMCUP2866C98707 4/23/2009 4/23/2010 EACH OCCURRENCE $5 000.000 KJ OCCUR o CLAIMS MADE AGGREGATE $5 000 000 $ r~ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- I IOJ~- AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICERlMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, des<:ribe under SPECIAL PROVISIONS below E.L. DISEASE. POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT' SPECIAL PROVISIONS rOLLIER COUNTY GOVERNMENT IS CONSIDERED AS ADDITIONAL INSURED UNDER THE UMBRELLA POLICY AS IT IS FOLLOW FORM OF THE bENERAL LIABILITY. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE COLLIER COUNTY GOVERNMENT EURCHASING DEPT. CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO ATTN: RHONDA CUMMINGS SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON 3301 TAMIAMI TRAIL EAST THE INSURER, ITS AGENTS OR REPRESENTATIVES. NAPLES FL 34112 AUTHORIZED REPRESENTATIVE r -<%-r9 ~.~~ ACORD 25 (2009/01) @ 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16R'O IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract betweel1 the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) l68 9 Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergov.net] Friday, July 23,201010:24 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 1/1 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 d ia nadeleon (illcolliergov .net 168 9 EXHIBIT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" ,. This amendment. dated ~.( '.' ,'}-l~, 20 I 0 to the referenced agreement shall be by and between the parties to the orig'inal ~greement, Bond, Schoeneck & King,PLLC to he referred to as "Contractor" and Collier COlmty, 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 has been mntually agreed to by the Contractor and the County. The additions to the existing language in the Agreement are shown herein hy undcrlil1i!1g; deletions from the Agreement are shown by stflketl1r"ughso Replace original contract Section I "Commencement" paragraph 1, with the following revised language: 1. COMMENCEMENT, .:.r:heAgr<:~m_e.nt shall.c:qmmence upon the date the (up:eement is_approved by thtU.l.,},gSl..\1!..Countv Conunissioners. The Coml2any shall not begin work (m any assignment unless a .~ritten order for that particular assiglUnent and a purchase orsl.eLb.a\,<:",'.enL:i~.lJ.';sLbv the County., Facsimile_and ~mail transmissions shall be deerD~~1 to fulfill the writing requirement. H.equests for updates and endorsements may be made verba.!!.):'.., Change original contract Section 1 "Commencement" paragraph 2, as follm-\s: 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 Countv 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 aoo a I'J otic" 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. Add the following Section 31: 31. SUSPENSlQ.N ORTERMINATION OF ORD!J~-"S..,At..the sole discretion of the County, the (~Ql1Dt;;L_res~rv~'U.he righ.Lto sl!~p<:nd or terminate any ord.<:X~()ll a f'arcel by parn'I\)<'l~is~lD.thi0_('\!('nt, the COUJ1ty..willD1ake partial paYfl1.e11l:__\'lLll~f1 thee OrJ.1Ea!}y ..J:lil.5.. ggriorn}t;.'( wo r k..J'.\1.!2 ua f1.L..!o.. th"..grsl<:[~J.1:rt:....aJ11 oUI1tgL..t:"h" partial payment ""ill1:><: m.u tll "Uy. Il<:gc.>ti""t<:'Lil0. a rea""nableJee based ul20n the "(gaunt of work performed bv the C~gJ.ltr.<l~tor inexec!!.tiglLQUh';.order. In the eyent.tb.9.t_thQCounty terminatesor Stl:'iJ:C~11SJS an order, the Contractor' s.xecovery ,ilg"inst the Countv shall be limiJ'Lcj..t<,1 that portion,of the lJrgef..<lrrl()llllLE:.9rned Hlf.Qllgh the date of termination, Th".<;;ontractor shall not be entitled to_irX!'Y..Qth~2: 16a 9 or further recovery against the CountyLincJuding;, but not limited to, any damages or any anticipated.j2.rofit on portions of the services not performed. The Contractor agrees that this amends the original Agreement. All other temlS and conditions of the Agreement shall remain in foree. IN WITNESS WHEREOF, the Contractor and the County have cach, respectivcly, by an authorizcd person or agent, hcrcunder set their hands and seals on the date(s) indicated below. CONTRACTOR Bond, Schoeneck & King, PLLC By: Title: Dated: ..L-J.Q;;eph McMack i n...llL __.. Member -.--....,--.- June n, 2010 OWNER: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: .. .~~i-"u .k'---'--r_L.'_~.~L~"'" Stcphl'n Y C(ll11ell ,. Director of Purchasing and General Services Approve(Las to form ami .I / I ' Legal ~uffici!eI\CY: /i /' J'~ ,(~:~'j (' - -'1:1 ~=::---- Scott R. Teach Deputy County Attorney MEMORANDUM Date: July 8, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Title & Abstract, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B9), approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure (1) 168' 9 ITEM NO.:01'" ?f2L-Dld- S l ~~~l): 9 ., ..-)II~ 11' / . " -;-_.''''''D~.IC\' '.)' d' ii, '11\C1 FILE NO.: ROUTED TO: .'J -2 PH [1: 14 DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: June 17, 2009 To: County Attorney's Office 3 ~* W\r-\ <\.. G 7.. ~o Attention: Jeff Klatzkow From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Title & Abstract, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 14, 2009; AgendaJ Item 16.B.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification whe the documents exit your office. Thank you. -:f!9- r~f 5.r ~~ C: Kevin Hendricks, TECM/ROWA J www.sunbiz.org - Department of State Page 1 of2 168 9 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List ReturnIQJ_llil IEntity Name Search Submit I Events No Name History Detail by Entity Name Florida Profit Corporation FIRST TITLE AND ABSTRACT, INC. Filing Information Document Number J41141 FEI/EIN Number 592732938 Date Filed 11/04/1986 State FL Status ACTIVE Last Event EVENT CONVERTED TO NOTES Event Date Filed 06/27/1991 Event Effective Date NONE Principal Address 606 BALD EAGLE DR, SUITE 501 MARCO ISLAND FL 34145 US Changed 03/18/2009 Mailing Address 606 BALD EAGLE DR, STE 501 POBOX 2000 MARCO ISLAND FL 34146 US Changed 03/18/2009 Registered Agent Name & Address WOODWARD, CRAIG R. 606 BALD EAGLE DR, STE 500 MARCO ISLAND FL 34145 Address Changed: 03/18/2009 Officer/Director Detail Name & Address Title DS WOODWARD, CRAIG R. 606 BALD EAGLE DR, #501 MARCO ISLAND FL 34145 Title VP WOODWARD, CRAIG R. 606 BALD EAGLE DR, #501 http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=J41141 &inq... 4/24/2009 www.sunbiz.org - Department of State MARCO ISLAND FL 34145 Title P WOODWARD, MARK J 3200 TAMIAMI TRAIL NORTH 200 NAPLES FL 34103 Annual Reports Report Year Filed Date 2007 01/26/2007 2008 04/24/2008 2009 03/18/2009 Document Images 03/18/2009 =--ANNUAL REPORT Q4/2~L20_QJt -- Ar--J1'JJ.!8LR~P.QB1 01/26/2007 -- ANNUAL REPQBI 01Ll:3J20_QJ2=-8NNU8LRJ:;PQBI 01l1~/2QOQ=-6NNl..JAl.-_R.~E'QRT 02!20/2004=-AN NI,JAl.-RI:;PQRI 01/24J2003 - ANNUAL REPORT 02/13/2002 -- ANNUAL REPORT 01/29/2001 -- ANNUAL REPORT Q2/Q7J2QOO -- ANNUAL REPORT 02/EL1~~~ -- ANNUAL REPORT 02/10/1998 ~~ ANNUAL REPORT 0:3/24/1~~T=-ANNI,JAl.-RI:;PQRT 03/1~Jl~~6 -- ANNUAL REPORT 0:3!J4/1~~5=-ANNl.JAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. I;yents No Name History Next on List BetUJ"il To List Previous on List I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I COPYright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. Page 2 of2 16Bt 9 IEntity Name Search Submit I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=J41141 &inq... 4/24/2009 ,. rt' B '" 9 MEMORANDUM ? TO: FROM: Ray Carter Risk Management Department "V",/ e ' Rhonda Cummings, FCCN, CPPB, Contract Specialist ~ -f:: ,.' r~ Purchasing Department (i ()l""r iG7 ~,-r ,~l ~- June 17, 2009 /' DATE: RE: Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: First Title & Abstract, Inc. This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/RC C: Kevin Hendricks, TECM/ROWA MTE IECUWD JUN 1 8 2009 RISK MANAGfMENT 1 {7lC71 mausen_9 From: Sent: To: Cc: Subject: 16.B t 9 Raym ondCarter Thursday, July 02, 2009 2:35 PM CummingsRhonda; DeLeonDiana mausen_g; hendricks_k Contract 09-5185 Preparation and Delivery of Title Commitments and Real Estate Closing Services All, I have approved the insurance provided by First Title for contract 09-5185. The contract will now be forwarded to the County Attorney's Office for their review. Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 168 9 A G R E E MEN T 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 First Title & Abstract, Inc., & authorized to do business in the State of Florida, whose business address is 606 Bald Eagle Drive, Suite 500, Marco Island, Florida 34145, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": 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 Page I of 16 168 9 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) usmg 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 Page 2 of 16 168' 9 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. Page 3 of 16 168 9 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: Craig R. Woodward, President First Title & Abstract, Inc. 606 Bald Eagle Drive, Suite 500 Marco Island, FL 34145 Phone: 239-394-1199; Fax: 239-394-8641 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. Page 4 of 16 16 B "9 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: Coverag~ 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. Page 5 of]6 168' 9 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. Page 6 of]6 168 Q ~ 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 U.s.e. 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 matters. 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. Page 7 of 16 168"9 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 PERSONNEI/PROTECT ST AFFING: 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. Page 8 of 16 16B 9 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. ATTEST: Dwi htE. Bro<;:k, C;:::lerk of Courts By: Dated: : (S, ~AL)' MfI>" _ lttIttit'."te QI~~' .......... '" " . '" ''; .._--. 1ItI( L \~~~.- I First Witness ~~\ ~~\\\S-~/ tTJ/P. rint witness namet CUCUJ~JjjIet/J Second Witness .. -faro- nt~/e{17 tTypejprint witness namet Approved as to form and legal sufficiency: " BY: Jeff right, Assistant County Attorney Page 9 of 16 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: If It - Do ~aiRlr ~ First Title & Abstract, Inc. ~_____ -,c----.... By: Signature 1i.1 J,-:r. v~fJt.J~/~ (/> P~{)J Typed signature and title 168'9 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. Page 100fl6 16Bt".9 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 3D-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 Page 11 of16 L !".'.9 loB 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.) Page 12 of 16 1&8 9 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_l/1 and "B-2/1. 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_l/1, followed by all of those instruments listed in Schedule "B_2/1 in reverse chronological order. 11. Delivery of the title commitments shall be in accordance with the schedule below, where II delivery schedule/l 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. Page 13 of 16 169 9 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 CDFS") 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 II 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" fQQY 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 ]4 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 1 5 of 16 16 B.~9 EXHIBIT B BID RESPONSE 81D# 09-5185 Bid Response Form is electronic. Please input your prices online. The Bidder proposes and agrees, if this Bid is accepted, to contract with 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 $ 25 . 00 ) $ 320.00 (flat rate) Update of Commitment (Endorsement to Initial Commitment) $ 75.00 (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) $ 0 to $ 100,000 real property value $ 5.75 /$1,000 $ 5.00 /$1,000 $ 2.50 /$1,000 $ 2.25 /$1,000 $ 2.00 1$1,000 $ 175.00 per Parcel $ 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 Real Estate Closing Services 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 OS/28/2009 11:39 23925172132 16JlE e~ CERTIFICATE Of' INSURANCE This oertlfies that rBl STATE FARM FIRE AND CASUALTY COMPANY, BI< :lmington, Illinois o STATE FARM GENERAL INSURANCE COMPANY, E oomington, illinois. o STATe FARM FIRE. AND CASUALTY COMPANY, Au ora, Ontario [81 STATE FARM FlORIDA INSURANCE COMPANY, Vv oter Haven, Florida o STATE FARM LlOYDS, Dallat';, Texas insures the followIng pOlioyholder for the ooverages indicated below; Polioyholder Ii'IRST TITLE r, J\BS:P.AACT Address of policyholder 1040 GOODLETTE RD. N., NJUlltES Fr~ 34102-5419 Looatlon of operations S.AME I Description of operations BUS.T..N&SS "The policles Ifsted below have been issued to the policyholder for the policy periodr; shown. The Insl ranee desorlbed In these policies Is subject to all the terms, exclusions, and conditions of thoge polloles. The IImils or liabllity shown may have been reduced by any paid claIms. POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBeR TYPE OF INSURANce Effective Date : expIratIon Date (at beginning of policy period) 98-CF-2829-6 B CQmprehenslvEl 3 l5 09 , 3-15 10 BODILY INJURY AND , , PROPERTY DAMAG~ Business l.labmty . . - ftils-ins~-r~~c~- iriciudes:--- l~lProciucts-: -Compiet~d "o"perail.ons-..-- _u__ - -..- - - - --- n - -..' o Contraotual LIability Each Jccurrence $ 1000000 o Pe($onal Injury D Advertising Injury Gene al Aggregate S 2000000 0 0 Prodl :::ts - Completed $ 2000000 0 Open tions Agpregata POLICY PERIOD BOD -V INJURY AND PROPERTY DAMAG~ EXCESS LIABILITY Etrective Date : ExJ?lrallon Date (Combined Single Limit) 9S3-PG-1606-3 B ~ Umbrella 02/14/09 . 02/11/10 Each Jccurrence $ 100nooo o Other , $ , AggrE Jate POl.ICY PERIOD Part I - Workers compensation - Statutory Effective Da.te i ExpIration Date ge-BF-Aj9~-S F Workers' Compensation 04/01/09 . 04/01/J.O Part I - Employ'us Liability and Employ€rs LlablHty : Ea h AccIdent $ 100000 : . Oi~ ~ase - Each Employee $ 100000 . . Dl~ ~ase - Policy Limit $ 500000 , POLICY PERIOD LIMITS OF l..IA61L.ITY POLICY NUMBER TYPE OF INSURANCE f:ffeotlve Date j ExpIratIon Date (at beginning of polioy period) 707 774~-~2au590 07 VOLVO C70 CON 12/28/200B , 06/28/2009 500/ 00/100 , G36 3987-A11-59C 06 VLKSWAGe~ TOU 01/11/2009 . 07/1l./2009 500/ 00/100 , , . THf CeRTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER Al FIRMATIVEL Y NOR NE:.~ATIVl;L Y AMENDS, EXTENDS OR Al. TERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBel' HEREIN. Name and Address of Certificate Holder COLLIER COUNTY BOARD OF COUNTY COMMISIONERS 3301 EAST TAHlA.111 TRAIL NAJ?LES, FL :3 4112 BID 09-5185 "P~EPARAT;J:ON I< DELIVE:RY OF T:rTJ~.Ir. COMM!TMENr.S AND P.EAL ESTATE CLOS!NG SERVICES" If any of thq desorlbed ~olicies are canceled before their explrat on dat~l State Farm will try to mail a written not!o to the certificate holder days tlefore cancellatior If however, W& fail to mail such notice, no obllgatlor or liability will be Imposed on state Farm or its enh or representatives. ,/ MACNNENINSURANCEAGENCYINC 3765 Airport ~<f N . Suite 100 . Naples FL 34105 (239) 261-8287 . Fax 261.7202 05/10/2009 69-27.\0 Ag~n\ Nam;- Telephone Nu ,ber Agenrs Code aa;;;p- Agen\ Code AFO Coda F609 ~5B-9~ Il.G Printed in U.S.A. Rev.05-09.:!006 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ , ~ ~ '1 ~ ~ E!!!!!!:!!i!I!i ~ !!!!!!!!!!i!1!! ===- ~ ~ ~ ~ - ~ ~ 168 9 . 0 1Jl In Cl '0 o o CERTIFICATE OF INSURANCE REAL ESTATE PROFESSIONAL SERVICES LIABILITY PROTECTION - CLAIMS-MADE r:::i! STPAUL ~ TRAVELERS .. ,u ,u ... 8 This certificate Is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not change the coverage provided under the polley listed below. Insurer: ST. PAUL FIRE & MARINE INSURANCE COMPANY PollcV Issued to: FIRST TITLE & ABSTRACT, INC. I- 8 o .. H In o Type of Policy PollcV Insurance Effective Expiration Polley Number Date Date Deductible Limits Of Coverage Real Estate GL00643412 09/01/08 09/01/2009 $ 10,000 Each wrongful act Professional limit Services $ 1,000,000 Llablllty Total limit $ 1,000,000 ::;;: * 10 N C'I o ... C'>I ..... "'" ('l "'" {lJ o o ...J (!l C'I o o u (lJ 1< Date Certificate Issued: 09-01-2008 Retroactive Date: 09-15-1978 r Important Note: The policy listed above only covers notary public services and the real estate professional services shown below. Title agent, title searcher, abstracter, closing agent, or escrow agent ! [ , m DEAN INSURANCEAGEN9, INC. ,.. ~ 2JO N. Wesbnon!c Drive SlIife2100 407-865-7477 Altamonle :'Prings, fL 327H (800)721-3326 - lYW1v.deanmsU1~.(C PolX 407~7557 NP058 Rev. 7-05 @ 2005 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 2 o_ -... ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ =or= ~ ~ ~ ~ -- ~ ~ 16B 9 '5l . In ,0 o o o .. ,u u HOW TO REPORT LOSSES, CLAIMS, OR ~OTENTIAL CLAIMS TO US .,... 8 Reporting new losses, claims, or potential claims to us promptly can be critical. It helps us to resolve covered losses or claims as quickly as possIble and often reduces their overall cost. Prompt reporting: . better protects your interests; . helps us to try to resolve losses or claims more quickly and to everyone's satisfaction - yours, any claimant's and ours; and . often reduces the overall cost of a loss or claim - losses or claims reported more than five days after they happen cost on average 35% more than those reported earlier. I- 8 o .. ..... 8 To report losses, claims, or potential claims to us, we can be contacted easily and quickly by fax, U S mail, or amail. :< * l- \"i ('I o .,... FAX Use this number to report a loss, claim, or potential claim by fax toll free. N .,... "<t (') "<t l.O 8 -l ~ N o o U l.O * 1-888-460-6622 U SMAIL Use this address to report a loss, claim, or potential claIm by U SMall. Bond-fPS Claims Department Travelers Mall Code NB08M 385 Washington Street Saint Paul, Minnesota 55102 EMAIL r r Use this address to report a loss, claim, or potential claim to us by email. Pro,E&O.Claim.Reporting@SPT.com This is a general description of how to report a loss, claim, or potential claim under your policy. This description does not replace or add to the terms of your policy. Your policy alone determines the scope of your Insurance protection. Please read it carefully for complete Information on your coverage. You should contact your agent or broker If you have any questions about your coverage. r I I I ! NP060 Rev. 12-06 Page 1 of 1 ~ - ~ ~ ..........".,. r:- ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ==-- ~ ~ ~ --;= ..- ~ ~ o Ol m .0 8 o u u RENEWAL CERTIFICATE Please insert this Renewal Cerlificate with the rest of your policy. - o o I- 8 o 168 9 ..... TRAVELERSJ In return for your premium. your policy is renewed to the date shown on this certi ficate. .. H 10 o :2 -II- We, us, our, and ours mean the insurance company named on the Introduction. The words you, your, and yours mean the insured named here; Ol ('i (o,j o ~ N .,... .s- In q- Ul o o ....l (';l N o o u Ul * FIRST 'fITLE & ABSTRACT. INC:' 1040 GOODLETTE RD N NAPLES FL 3t+l02 ,.....' Important. Please refer to your Coverage S!IDn,narles that are aUached for any changes In your policy. You will also receive the benefit of any changes we've made in our standard policy forms that broaden or extend your coverage without increasing your premium. Policy Number: GL00643412 Is Renewed From: 09/01/08 TO:.,09/01/09 Premium: $5,191. 00 2006 FL GUARANTY FUND SURCHARGE 2006 FL GUARANTY FUND EMERGENCY SURCHARGE FL CAT FUND EMERGENCY ASSESSMENT $89.00 $83.00 $52.00 ~ .~ ~ ~"/J'nJ I j I I " f' I I ! I i i Our authorized representative is: 0914362 DEAN INSURANCE AGENCY INC SUITE 2100 230 N WESTMONTE DR ALTAMONTE SPRIN FL 32714 Authorized Representative Date 40751 Ed. 9-86 @ 1986 The Travelers Companies, Inc. ~~ Processing Dato 09/03/08 13: 40 001 Renewal Certificate Page 1 ~ ~ ~ ~ - ~ ~ ~ ~ ~ - ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ==--= ~ - ~ ~ . 00 m III o 8 POLICY FORM LIST .. oS Here's a list of all forms included in your policy, on the date shown balow. These forms are listed in the same order as they appear in your policy. 8 Title 16B 9 1heStRtul Form Number Edition Date I- o o o Renewal Certificate Policy Form List General Rules Florida Required Endorsement What To Do If You Have A Loss Real Estate Professional Services Liability Protection - Claims-Made Coverage Summary Real Estate Professional Services Liability Protection - Claims-Made Mold, Other Fungi, or Bacteria Exclusion Endorsement - With Exception For Limited Loss Amount - Real Estate Professional H III o :E ... (') N o ...... N ...... '<t (') '<t (tJ o o ....l CI N o o () (tJ * 40751 09-86 40705 05-84 40701 08-03 40738 02-07 40814 08-03 P0451 07-05 P0450 07-05 P0498 07-05 PLEASE NOTE: This is a renewal of your policy. Some of the forms that make up your policy may not be attached. Only agreements or endorsements that are new or have been changed are attached. Pleaso refer to your previous policy for any forms listed here that are not attached. r 1 Name of Insured FIRST TITLE & ABSTRACT, INC. Policy Number GL00643412 Effective Date 09/01/08 Processing Date 09/03/08 13: 40 001 40705 Ed.5-84 Printed in U.S.A. €>St.Paul Fire and MarIne Insurance Co.1995 Form List Page ~ ~ ~ ~ ~ ~ E!';!!!!!IE! ~ ~ ~ -- ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ II!!!!!!!!!!!S3 ~ = ~ ~ ~ ~ ~ ..,.~ --- , 16B 9 o <>> I() o o o o .... TRAVELERSJ .. <.I <.I ~ o o RE: Risk Management PLUS+ Online0 from Travelers Bond & Financial Products (www.rmplusonllne.com) I- o o o Thank you for choosing Travelers Bond & Financial Products for your professional liability insurance needs. Travelers is a market leader in providing errors & omissions liability coverage that is in-synch with your business. As your risks evolve, so do we through our ability to provide you with responsive risk management services. Travelers Bond & Financial Products Is pleased to provide you with Risk Management PLUS+ Online, the industry's most comprehensive program for mitigating your real estate firm's E&O exposures. The site includes risk management tools for exposures in these main categories: . General Risk, includes articles for real estate firms that discuss pre-claim assistance, and lawsuit response protocol . Title Risk, including articles discusSing special risks pertaining to Title agents . Specialized Risk (add example article topic) Within each of these categories reside articles, checklists and instructions about relevant topics to help mitigate potential exposures that can affect your firm. Risk Management PLUS+ Online Is a flexible, comprehensive loss prevention program that also serves Travelers Bond & Financial Products management liability customers and Is available to you at no additional cost. Included in the sIte Is a library of articles, checklists & training on relevant risk mitigation topics for the following management liability areas of potential exposure: . Employment Practi ces L1ablllty . Fiduciary Liability . Directors & Officers liability . Crime . Kidnap and Ransom . Identity Fraud Expense Reimbursement The attached Risk Management PLUS+ Online Registration Instructions contain easy, step-by- step instructions to register for this valuable tool. For more Information, call 1-888-712-7667 and ask for your Risk Management PLUS+ Online representatIve. It's that simple. We strongly encourage you to take full advantage of this program. Once again, thank you for choosing Travelers Bond and Financial Products. If) o ~ .. (') t'> <'I o N ~ <t l') <t 1!I o o ...l <!J N o o U I.ll .. RM-RE Ed. 6-08 Page 1 of 2 .,.~ ~ ......-;0 ~ ~ ~ - ~ ~ ~ ~ - ~ ~ ~ ~ ~ -~ ~ ~ ~ ~ ~ ~ ==== ~ ~ ~ ~ ............ :=-0; -----:- ~ Cl 01 l{) o 168 9 REAL ESTATE PROFESSIONAL SERVICES LIABILITY PROTECTION - CLAIMS-MADE COVERAGE SUMMARY ~ TRAVELERSJ 8 .. '0 o This Coverage Summary shows the limits of coverage, deductible, retroactive date, and extended reporting period options that apply to your Real Estate Professional Services Liability Protection - Claims-Made. o o 8 Limits Of Coverage: Retroactive date: .. I- .. .... to o Each wrongful act $1,000,000 .. ::;: " Total limit $1,000,000 to t') ~ o ...- Deductible ~ 'l' (') <t (j) o o -' (!J N o o o (j) " Each wrongful act deductible $10,000 09-15-1978 Extended Reportfng Period Options: $5,191.00 for a 12 month period $7,787.00 for a 24 month period $8,565.00 for a 36 month period Real estate professional services This agreement covers only notary public services and the real estate professional services shown in this Coverage Summary. Title agent, Gt1e searcher, abstracter, closing agent, or eScrow agent Name of Insured FIRST TITLE & ABSTRACT, INC. P0451 Rev. 7-06 IS) 2005 The Travelers Companies, PolicV Number GL00643412 Effective Date 09/01/08 Processing Date 09/03/08 13: 40 001 Coverage Summary Inc. Page 1 of 1 -- ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ !iiIliiIiII!l!! ~ ~ ~ "" ~ ~ ~ ~ ~ ~ ~ ~ b (J) \0 a o o ,0 l$B 9 MOLD, OTHER FUNGI, OR BACTERIA EXCLUSION ENDORSEMENT - WITH EXCEPTION FOR LIMITED LOSS' AMOUNT - REAL ESTATE PROFESSIONAL LIABILITY .. 'U U ... 8 This endorsement changes each of the following insuring agreements that are part of your pol icy: . Real Estate Agents Or Brokers Professional Liability Protection - Claims-Made. . Real Estate Professional Services Liability Protection - Claims-Made. .. I- 8 o Ho~ Coverage Is Changed H ll'I o There are three changes explained below. 1. The following is added to the Exclusions - What This Agreement Won't Cover section. This change excludes coverage. :E " to- (') N o ~ Mold, other fungi, or bacteria. We won't cover I()ss that results from any actual, alleged, or threatened: . absorption, ingestion, or Inhalation of mold or other fungi, or bacteria, in any form by a.ny person; or . existence of mold or other fungi, or bacteria, In any form. But we won't apply this exclusion part to bodily injury that results from a bacterial infection which develops in connection with physical harm to the person sustaining the bodily Injury, if such physical harm isn't excluded by this exclusion part, or any other part of this exclusion, and a claim or suit is made or brought against the protected person for such physical harm. Nor will we cover loss that results from any actual, alleged, or threatened: . absorption, Ingestion, or Inhalatlon of any other solid, liquid, gaseous, or thermal irritant or contaminant, Including smoke, vapors, soot, fumes, acids, alkalis, chemicals, and waste, in any form by any person; or . existence of any such irritant or contaminant. in any form; and Is part of any claim or suit that also alleges any loss described as excluded In the first paragraph of this exclusion. t'i or 't (') '<1" (ll o o ..J I!l ~ o o u Ul ,. Also. we won't cover loss, cost, or expense that results from any request, demand, order, or statutory or regulatory requirement that any protected person or others: . tast for, monitor, clean up, remove, contain, treat, detoxify, or neutralize mold or other fungi, or bacteria, in any form; or . respond to, or assess, in any way the effects of mold or other fungI, or bacteria, in any form. But we won't apply any part of this exclusion to the combined total of all damages and defense expenses within the Mold, other fungi, or bacteria total limit for all claims or suits that: . are for loss, or loss, cost, or expense, described as excluded in any of the first three paragraphs of this exclusion but that would otherwise be covered by this agreement; and . are first made or brought against a protected person and reported to us in a policy year. I. 1 f ! ; ! I I !' l i I I i Because mold or other fungi, or bacteria, can be pollutants, and any such other irritants or contaminants are pollutants, this exclusion applies in addition to any of the following exclusions that apply: . Pollution exclusion. . Pollution work loss, cost, or expense exclusion. . Any other pollution-related exclusion made part of this agreement. Before the Mold, other fungi, or bacteria totaf limit Is used up, you may take over control of the defense of any outstanding claim or suit previously reported to us that's subject to that limit If you and we agree, or if a court orders you to do so. If the Mold, other fungi, or bacteria total limit is used up, we'll notify you as soon as we can of all outstanding claims or suits that we are defending subject to that limit so you Name of Insured FIRST TITLE & ABSTRACT, INC. Policy Number GL00643412 Effective Date 09/01/08 Processing Date 09/03/08 13:40 001 P0498 Rev. 7~05 Endorsement @ 2005 The St. Paul Travelers Compclnles, Inc. All Rights Reserved Page 1 of 2 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ F, --" ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ - 16B 9 '0 OJ In o "0 o o : ;.-~ POLlCY INFORMATION THIS IS NOT A BILL. YOUR POLICY IS DIRECTLY BILLED. IF THIS IS A POLICY CHANGE, THE ADDITIONAL OR RETURN PREMIUM WILL BE SHOWN ON FUTURE INSTALLMENT BILLINGS. IF ALL INSTALLMENTS HAVE BEEN BILLED, THE PREMIUM CHANGE WILL BE BILLED OR CREDITED PROMPTLY. A BILL WILL BE SENT TO: THE INSURED ~ STPAUL ~ TRAVELERS .. d'> u - o o .. i- o o o .. I-l U) o Company: ST. PAUL FIRE & MARINE INSURANCE COMPANY ::;; * I N S U FIRST TITLE & ABSTRACT, INC. A 1040 GOODLETTE RD N E NAPLES FL 34102 o Policy Inception/Effective Date: 09/01/08 Policy Number: GL00643412 Agency Number: 0914362 <'I <'I o ~ Transaction Type: RENEWAL OF POLICY Transaction Number: 001 Processing Date: 09/03/08 13:40 ~ <t M <t W o o -' CI <'I o o () w * A G DEAN INSURANCE AGENCY INC E SUITE 2100 N 230 N WESTMONTE DR T ALTAMONTE SPRIN FL 32714 Polley Number Description Amount Surtax! Surcharge GL00643412 PROFESSIONAL LIABILITY POLICY GL00643412 2006 FL GUARANTY FUND SURCHARGE GL00643412 2006 FL GUARANTY,FUND EMERGENCY SURCHARGE GL00643412 FL CAT FUND EMERGENCY ASSESSMENT $5,191.00 $89.00 $83.00 $52.00 THE PREMIUM SHOWN DOES NOT INCLUDE A PREMIUM PAYMENT PLAN SERVICE CHARGE. IF YOU SELECTED A PREMIUM PAYMENT PLAN YOUR PAYMENT SCHEDULE/BILL WILL SHOW THIS CHARGE. THIS POLICY IS ON A TEN PAY PAYMENT PLAN. A PAYMENT SCHEDULE/BILL WILL FOLLOW SHORTLY. I I r j. i I I. i. I I. INSURED COPY 40775 Ed. 12-90 <1ll 1990 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 . ~ . --::3 ~ ~ ~ ~ ~ ~ =--= ~ ~ ~ ~ ~ ~ ~ ~ l!!l!!!!:!!!!!i ~ ~ =-==0 ~ ~ ~ ~ ~ ~ ~ l6R 9 o Ol '" Cl o 8 ;g IMPORTANT NOTICE - INDEPENDENT AGENT AND BROKER COMPENSATION ~ o o NO COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF YOUR POLICY. YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE INFORMATION ON' THE COVERAGES PROVIDED AND TO DETERMINE YOUR RIGHTS AND DUTIES UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR ITS CO NlENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR POLICY AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL. .. I- o o o .. .... 10 o :s For information about how Travelers compensates Independent agents and brokers, please visit www.travelers.com, call our toll-free telephone number, 1-866-904-8348, or you may request a written copy from Marketing at One Tower Square, 2GSA. Hartford, CT 06183. " crl <'l ('/ o ~ <'l ~ <t ('l <t r.o o o ..J Cf <'l o o () ~ " ND044 Rev. 1-08 Page 1 of 1 .............. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ............. ~ ~ ~ ~ ~ ~ "-- 168 9 0 J 0) I !fl' 0 8 i 0 IJ'STPAUL I .. TRAVELERS. I u 0 I IMPORTANT NOTICE .- a a .. f- a a a TO ALL COMMERCIAL CASUALTY AND/OR COMMERCIAL PROPERTY POLICYHOLDERS DOING BUSINESS IN THE STATE OF FLORIDA h ..... LIl o Florida law requires that we make safety services available to you upon request. If you request in writing, we will provide you with guidelines on how to set up a risk management plan. These guidelines are free of charge. They will give you information on setting up hazard identification procedures and methods to control hazards relating to the coverages you have with The St. Paul Travelers. :E .,. 0) ~ N o .- If requested, we can provide additional safety services. These include on-site assistance with hazard Identification, environmental information, training programsr accident and loss analysis, Management Exposure Guides, and technical bulletins. A fee is charged for these services. <'l .- v <'> '<t III a o -' <!' ("\I o o o In * We encourage you to uti I ize our safety services to ass ist you in setting up a safety program. To obtain this service, please write or phone: The St. Palll Travelers Companies, Inc. Attn: Risk Control Department 385 Washington Street St. Paul MN 55102-1396 Phone: (800) 332-3232 For additional risk control information visit us at: ww~.stpaultravelers.com/business_insurance/risk_control/index.html I I'. I, '40792 Rev. 4-02 @ 2002 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 1 168 9 Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] Friday, July 23,20101024 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 111 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 d ia nadeleon (alcolliergov. net I, '0'1'-1: 'I' '.'ttl:C >j;i:f~S iC:'fIP :~,' ; , : i:1 ,:)11' oe n(;' 1. ,. IC" ! 1(\ll(ja :1'", ' "'-1:i :.;(j{j, C'~;S(,) hif: I ,,:'1'> 16a 9 EXHIBIT A-I Contract Amendment # 09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" This amendment. dated. .-,-), i. ~" 20 I 0 to the ref'ereneed agreement shall be by and between the parties to the origtal~greement. First Title & Abstract, Inc.. 10 be referred to as "Contractor" and Collier County, Florida. (to be reli:rred to as "County"). Statement of Understanding RE: Contract #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" The f'olloIVing change to the above rcli:rcneed Agreement has been mutually agreed to by the Contractor and the County. 'T'he additions to the existing language in the Agreement an: ShO\\'ll herein by ullderlinio.~.de1etions from thl.: Agreement :ll'l: S!10\\P li~ stftk~rl";nlugh.'. Replace ori~inal contract Section I "Commencement" para~raph I, with the followin~ revised language: 1. COI'vIMENCEMENT. I'Iw Agreement shall commence upon the date the Agreement is approved by the Board of County Commissioners. The Companv shall not begin work on any assignment unless a,written order for that particular assignment and a purchase order have been issued by the County. Facsimile and email transmissions shall be deemed to fulfill the writing requirement. R,equests for updates and endorsernc'nts may beIQ,<l.d,g verballv. C'hange original contract Section I ....Col11mencement.1 paragraph 2, as follows: In accordance with Bid 119.51H5 "Preparation and Delivery of Title Commitments and R,'al 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 13 and hereinafter "Work", to be performed under this t\greenwnt. Upon approval bv the Contract Manager, a Purchase Order ana a--N{:+ticc to PnlCcl'l-lshall be issued for thl' scniCl' liS specifiL'd in the propOSed. the' Contractor shall then provid,' the sp,'cified service to the County. The Agreement shall bc' for a one (I) year period, eflectivl' on tIll' date tlw Agn~ement is i\ppro\'E'd bv the Board of County C0l11111issiol1crs Add the followin~ Section 31: 31. !'USPENSION OR TERMINATION OF ORDERS. At the sole discretion of the County, the County reserves the right to suspend or terminate any orders on a parcel bv parcel basis. in this eveqLtb.e CQ\d,l11Y_",,:ilL make partial payment when the Company has,-fK~rformed "ygrk pursuant to the order. The amount of the partial 12ayment will be mutually negotiated as a reasonable fee based upon th.~ amount of work performed bv the Contractor in ,execution of the order. In the event that the COUllbL.tL'f1ni,}atL"s~QX sUf>-0'nds ans,xder,_..thc Contractor~s recovery ,!g<1i[\st Ihe~G()!Jl:lJ..y ,hall be limitclt~ths't12Q!'ti<~I', of the "rdL'r amount t'arnt'd through tht' daleQU,L'unindtion. 1'I)~,~~,l'ntractol2.b.ctJl!!l!t be entitkd to any other 168 9 or further recoverv against the County, including, but not limited to, any damages or anv anticipateciJ'Iofit on portions of the services not performed. The Contractor agrees that this amends the original Agreement. All other terms and conditions of the Ag.rcernent shall remain in force. 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(s) indicated below. CONTRACIOR First & Abstract, Inc. Ry: Title: Dated: j. " (",' j~ ,. ~/,' ~ . / !~,f"_':..-.-'_~______ / ~/~:<~:_.:::_'-~---~-- OWNER: BOARD OF COUNTY COMMlSSIOr-.;ERS COLLIER COUNTY. It ORIDA By:;, ,~/ L . / '--..d_/L!. Stephen Y. Cai:ncll / Director of Purchasing and Cjeneral Services Approved as to torm and legal s('1'\icie;I"Y: ) ,,~:;//;r:-i~ u, n ----=_- Scott R. Teach Deputy County Attorney MEMORANDUM Date: July 7, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #09-5185: "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Stewart Title Enclosed is one original contract, referenced above (Agenda Item #16B9), approved by the Board of County Commissioners on Tuesday, April 14, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure (1) I.B 9 Date: June 9, 2009 160-9 fE RECEIVED: llf1 19 lib W~ ITEM NO~. 0\ d\~~ FILE NO.: ROUTED TO: // To: County Attorney's Office Attention: Jeff Klatz From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 '- , Re: Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" Contractor: Stewart Title BACKGROUND OF REQUEST: This Contract was approved by the BCe on April 14, 2009; Agend0.'~) Item 16.B.9 ,~ / This item has not been previously submitted. Contract review and approval. 'lCt" oC1 / ~&- v ~\~ .CJO~ ACTION REQUESTED: OTHER COMMENTS: Jeff, this is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Kevin Hendricks, TECM/ROWA 16B 9 RLS# 01-!J1Ct.- f)/;J/X CHECKLIST FOR REVIEWING CONTRACTS Entity Name: S -rt.. WA~ r 'II T"L E... (I.PmJ1ANY Entity name correct on contract? Entity registered with FL Sec, of State? -s1I!1 Y es --LL:'Yes Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ I ~'II\ l L.- Fire/Prop Damage Required $__ Automobile Liability Bodily Inj & Prop Required $ ,~OO \ DO J Workers Compensation Each accident Required $ SOt',oco Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ I M \ L Per Aggregate Required $ Other Insurance Each Occur Type: ~Yes ~Yes V Yes ~Yes 10 1\1\ I I \\'Il.LU()"<..O f N\t L Provided $ j IV\ I i..- Provided$~~ Provided $ Provided $ Provided $ Provided $ f lfv\.( L. Provided $ (~l L Provided $~_ Provided $ I , Exp Date Exp Date Yes Provided $ I MIL. Provided $ I , Required $ Provided $ County required to be named as additional insured? County named as additional insured? ~Yes ~Yes Indemnification Does indemnification meet County standards? Is County indemnifying other party? VYes Yes Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? --L Yes Yes _~ Yes ~Yes ~\~ \ ~Yes _V Yes _V" Yes Attachments Are all required attachments included? /Yes Yes Yes Yes < .an ,'-! 1+ <.~lfoV"" ~o No ~y- "0 t1 -e f, (, ~~ No No of- ~No No Exp. Date 1J/3{/OC? Exp. Date l f Exp. Date ' f Exp. Date l ( Exp. Date I ( Exp Date \213lloQ Exp Date /Zf?/Iot? Exp Date l I Exp Date I' No Exp. Date Sf i lotf Exp. Date ( , Exp Date_ No No No VNo No No No No ~No No No "(oJ/.. '" \~tC' , . () oP'>'" v t!.'z; ~(9il ~o~-r;. _ Pt~=- <-t 11 () IV f t,# No No No No '\ Reviewer Jn~:~~; ~ 8<1- n! fp! b r 04-COj] 030/222 MEMORANDUM 16B~9 Ray Carter Risk Management Department ~ Rhonda Cummings, FCCN, CPPB, Contract Specialls ' ~ Purchasing Department TO: FROM: DATE: June 9, 2009 Review of Insurance for Contract: #09-5185 "Preparation & Delivery of Title Commitments and Real Estate Closing Services" RE: Contractor: Stewart Title Company This Contract was approved by the BCC on April 14, 2009; Agenda Item 16.B.9 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. ~ /~'rfl(t)1 dod/RC C: Kevin Hendricks, TECM/ROWA /' MTE RECEIVED JUN t 0 2009 RISK MANAGEMENT . www:sunbiz.org - Department of State 16"tr 019 Home Contact Us E-Filing Services Document Searches Forms Help Previous on Lisj Nexton Ll!>J Relyrn I() L.i$t Events No Name History IEntity Name Search Submit I Detail by Entity Name Foreign Profit Corporation STEWART TITLE COMPANY Filing Information Document Number F08000002322 FEI/EIN Number 740923770 Date Filed OS/22/2008 State TX Status ACTIVE Last Event MERGER Event Date Filed 09/26/2008 Event Effective Date 10/01/2008 Principal Address 1980 POST OAK BLVD. SUITE 800 HOUSTON TX 77056 Mailing Address 1980 POST OAK BLVD, SUITE 800 HOUSTON TX 77056 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Officer/Director Detail Name & Address Title 0 MORRIS, MALCOLM S 1980 POST OAK BLVD. #800 HOUSTON TX 77056 Title 0 MORRIS, STEWART JR, 1980 POST OAK BLVD. #800 HOUSTON TX 77056 Title 0 MORRIS, STEWART SR. 1980 POST OAK BLVD. #800 HOUSTON TX 77056 http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number= F080000023... 4/29/2009 .,-----"''''',..",..-__ II.' 'If' " www.sunbiz.org - Department of State Title 0 CRISP, MAX 1980 POST OAK BLVD. #800 HOUSTON TX 77056 Title S CARRAUX, DENISE 1980 POST OAK BLVD. #800 HOUSTON TX 77056 Title T ANDERSON, KEN 1980 POST OAK BLVD. #800 HOUSTON TX 77056 Annual Reports No Annual Reports Filed Document Images Q.9fl.Ql~W08 -~ Mi@er 09/2G/20Q8=-Mer~er 09/ZG/Z008 = Merger Q8/2]/Z008~.:Merger Q81Z71ZQ08~.:Mer9-~ 08i2Z/2008 ..:,:, Mer~er 07/30/2008 ,~~_Mecger 07/30/2008::-.-MemeJ 06/27/2008 =-Memer 05/2Z/2008~~_E oreignE'JQfit Page 2 of2 168 9 View image in PDF format View image in PDF format View image in PDFformat View image in PDFformat View image in PDF format View image in PDF format View imagein PDF format View image in PDF format View image in PDF format View im<:lge in PDF format I Note: This is not official record, See documents if question or conflict. I Preyi()1.I$9!Jl".ist I::"yjmt~ Next on List ReturnIo l".i$1 No Name History IEntity Name Search Submit I I Horne I Contact us I Document Searches I E-Filing Services I Forms I Help I COPYright and Privacy Policies Copyright @ 200? State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in~ doc _ number= F080000023... 4/29/2009 16 B "~.\f9 Co..,. Coun'ty Vendor Information Substitute W - 9 Form REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION 1. Generallnformation Taxpayer Name (as shown on'income tax return) Business Name stewart Title Company-Naples (if different from taxpayer name) Address 3936 N. Tamiami Trail City Naples State FL Zip 34103 Telephone?1Q 7h/ 71 h1 FAX 71Q-?h7 7Q04 Email hpttyhnff@!=:tpwrlrtr.mn Order Information: Address o Same as above, or Remit 1 Payment Information: 0 Same as above, or Address City FAX State _ Zip City FAX Emaif State _ Zip Email 2. Company Status (check only one) o Individual 1 Sole Proprietor o Corporation o Partnership o Tax Exempt (Federal income tax-exempt entity under Internal Revenue Service guidelines lRC 501 (c) 3) fJ Limited Liability Company 3. Taxpayer Identification Number (for tax reporting purposes only) Social Security Number (SSN) ODD - 00- 0 ODD OR Federal Tax Identification Number (TIN) l7J [4J - (g [j~ ~ L1 [3 [g 4. Signature Title Email form to Collier County Purchasing Office Email: PurOps@colllergov.net VendorRequest_ SubW9 RevIsed; 12127107 168 9 A G R E E MENT 09-5185 for Preparation & Delivery of Title Commitments and Real Estate Closing Services THIS AGREEMENT, made and entered into on this 14th day of Apri12009, by and between Stewart Title Company-Naples, authorized to do business in the State of Florida, whose business address is 3936 North Tamiami Trail, Suite A, Naples, Florida 34103, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": 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 Conunitments 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 Page 1 of 16 168 "~~9 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 II 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 Page 2 of 16 168 9 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 IIContract Managerll), 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 . Page 3 of 16 16B 9 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 pa,id 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; Betty Huff, Division President Stewart Title Company-Naples 3936 N. Tamiami Trail, Suite A Naples, FL 34103 Phone: 239-262-2163; Fax: 239-262-7904 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 T amiami 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, FS., 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. Page 4 of 16 168 9 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 federat 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 inunediately 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 tederallaws. Page 5 of 16 168 9 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 IIContract Proposal" attached hereto and incorporated herein. Page 6 of 16 16B 9 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 GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 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 matters. 26. OFFER EXTENDED TO OTHER GOVERNMENT At 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. . Page 7 of 16 168 9 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. Page 8 of16 16 B ~9 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. ATTEST: Dwi htE. Brock,S=lerk of Courts By: Dated: ~, (SEAty \/ ' At.., II t(,~"" . .1.....' ',." ',. ,~" Approved as to form and legal sufficiency: t~~ " Assistant County Attorney Colleen &0€Yl-L Print Name Stewart Title Company-Naples . 'I l".'-\ \ i , ,.)..., . . 'y h. /'-/'fl/ i L '-~~J Signature By: f " '~ ~'lMo ' \. 'i , '" stewart Morris, Jr. jPresident and CEO Typed signature and title Page 9 of 16 168 9 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. Page 10 of 16 16B 9 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-1l/Requirementsl/ 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-H shall list only those exceptions applicable to the subject parcel (and shall not include those Page 11 of 16 168 9 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 (OFAC). If Company's search discloses a "match," the commitment must include, in Schedule B-1, a statement that a match against the SDN list was found. 5. 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.) Page 12 of 16 16R 9 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 afTitle 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. Page 13 of 16 168 9 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" fQ.J2.X 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 16B 9 EXHIBIT B 'BID RESPONSE , 81D# 09-5185 Bid Response Form is el~ctronic. Please input your prices online. The Bidder proposes and agrees, if this Bid is accepted, to contract with t~e County to furnish work in full, in complete aCQordance with the attached specifications, according to the following unit prices: ' Title Commitment (Upon policy issuance, a credit vi;ill be given to County in the amount 01-$ 50 ";00 ) Update of Commitment (Endorsement to Initial Commitment) $ 375.00 (flat rate) $ 100.00 (fla~ 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 calcula~ons) , $ o to $ 100,000 real pr9perty value $ 5. 75 1$1,000 $ 100,001 to $ 1,000,000 real. property value $ 5 00 1$1,000 $1,000,001 to $ 5,000,000 real property value $ 2.50 1$1,000 $5,000,001 to $10,000,000 real property value $ 2.25 1$1,000 Over $10,000,000 real property value, $ 2.00 1$1,000 Real Estate Closing Services $350.00 per Parcel Note: If you. choose to bid manually, please submit an ORIGINAL and ONE COpy of your bid response pages. The undersigned agrees that should this Bid be accepted, to execute a forma! contr?ct, if required, and present the formal contract to the County Purchasing Director for:: approval within fifteen (15) days after being notified. of an award. . Page 16 of 16 --~--~._-_._,~_.~..-._.,...._,__._.._,~.w...,___,___.._ .,......_._____.._.._....... Jul. 1. 2009 5:36PM ~ MIDWEST TITLE lE>B ~o, 6490 p, 1 9 ACORD. CERTIFICATE OF LIABILITY INSURANCE I CAT!! (l\WlDDIYYYY) ~ 7/1/2009 PROOUCER John L. Wortham & Son, L.P. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2727 Allen Paikwgr HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Houston, TX 7701 ALTER THE COVERAGE AFFOROED BY THE POLICIES BELOW. 713.526-3366 INSURERS AFFORDING COVERAGE NAIC# WNW.worthaminsurance .com INSUmoO Stewart Title Company - Naples Division INSURER A; Federal Insuran..... €'''"'''anv 3936 N. Tamiami Trail, Suite A INSURER e; Naples FL 341 03 INSURER c: INSURER 0: , INSU~EA. E: COVERAGES THE! POl.rCIES OF INSURANC5 L1S'rED BEl.OW HAV5 BEEN ISSUED iO THE INSURED NAMED ABOVE FOR THe: FlOUey P5FitJOO INDICATIm. NO'IWITHST ANDING A~ REQUIR~ENT, TeRM OR CONDrTrON OF ANY CONT~CT OR OTH~R OOCUMI!NT WITH Ri::SPECT TO WHICH THIS Cl;FtTIF'ICATe MAY BE ISSU!:D OR. MAY PEFtTAIN, THE; INSUFttlNce AFFORDEO BY rHE POI.ICIES DESCRIElE!D HI;REIN IS SU6JECi TO All. TH~ TERMS. EXCLUSIONS ANO CONOITIONS OF SUCH pOLICies. AGGREGATE! L.IMJTS SI-JOWN MAY HAve: BeEN REOuceo BY ~AID CLAIMS. 1':1: r.g~'~ I"OLlCY IoIUMilEill "OLleY I!FF"cnve I !:.~!;!"CY EXPlllA'rroPol L1M1T$ A ~N"RA~ LIABILITY EACi-t OCCuRReNCE S 1 000 000 ..L.. :]M!;RCIAl GENERAL ~IA8ILITY 35388591 12/31/2008 12/31/2009 PRSt,lIaES (~~,;;:'"ce\ S 1.000 000 _ CLAIMS MAtlE [Z] OCCUR MElJ EXP ~Anv ""e ~"~n\ S 10 000 PSRSONAL & A':1v INJURY S 1,000 000 - G!;N~AALAGGPEGATE S 10,000 000 r7]'L AGGRn LIMIT A1"f>r5t PER; P.::lOOllC'rs. COMF'IOF AGG S Included ./ F'OLlCV .~tl.9,: LOC A ~UTOMOelL.E UABILI1'Y' COMelNED SINGLE: WMIT ..L Ai'IY AU:O 73264868 (OS) 12131/2008 12/3112009 (Eo .~1d9l1t) S 1 000 000 - ALL OWNED AUTOS 73264866 (VA) BODILY INJlIRY SCi"I!;:;!ULE::l AIJI'OS fJ>erplJflO~n) S - f--- HIFlEO AUTOS BOOIL Y INJURY NONoOWNEO AUiOS (p., accident) $ I-- I-- PRO"E~ Dl\MA(;E $ (Per accident) ~RAGE LIABILITY AlITO ONLY - EA AOCIt1ENT S .AloJY AUTO OTMER TH.AloJ EAACC S AlITO ONL Y1 AGG s =:JW I UM8RE\.LJ\ L1ABIUTV <ACH OCCURRENCE S OCCUR 0 ClAIMS MADE AGO REGAn;; S S R DE:OIJCTlBLE $ Rmlli'tJON $ S A WORKEFl;S COMPIiNSAlION 7'654$~1 12/31/2008 12131/2009 .; 'T'6g~~~:<: I 101: AND EIJIPLOYERS' LlAelLITY YIN r.NY PROPRilrrOM>ARTNEAA:XECt.t1'1It;l 0 E.L. eAOIi ACCJI:>EiN1' $ 1 000 000 OFFICERlMI!Me.ER EXCLUOil;n N 1 000.000 ("""~ In I\IHI E.L. DI!lEASE . EA !;MP!.OYEE S ~re~~~~V'I$~~NS ~eJow !;.~, CISE;.CoSS - POLICY LIMIT S 1,000000 OTHeIl: DESCRIP'I'ION OF OPEFI,A llONS I LOCATION'S i VEIfICLES I EXCL.USIONS -""OED 8Y I!.NOORSEMENT I '''EClAt. P~OVlSION$ Products-Comp/o" Agg. Ineluded In Generar Agg. II Re: Stewsrt Title Company _ NllpleS DiviSiQn, 3936 N. Tamlami Trail, Suite A, Naples, FI 34103; Contraet #09-5185 Prepa~tion & Delivery of Tille Commitments and Real Estate Closing Services I G9Me~1 Liability Policy InCludes Collier County, Its Officers And "'mployeQS As An Add"ltional I~sured lNhen Required By Written Contract aut Only With ~$$peGt To Lillbility Arlsing Out Of Operations PerfOl't1'led - '., m r Pr<>mi Bv Or R~nted To You. CERTrrlCA TE HOLDER CAN CELLA TrON SHOULtlANYOFTHI!AIilOV!; DesCRlaeD l"OLICIES II1;CANCI!LLJ;1) BEFORE TIfE EXPIRAlION Collier County Soard Of County DATE lliERIiOI', THe ISSUING INSURER WlL.L. ENDliIIVOI! TO 1\lA1L. ..1.Q.... OAYS WR.trrEN Commissioners, Na~eSr Florida ,",OTlCE To THE ceR'nFleA~ HQLOI!R NAMED TO THE UiFT. BUT FAILURE To DO SO SIfALL 3301 Tamrami Trail ast IMPOse PolO 08UGATroN OR, UAElILITY OF ANY I<INO UI"ON THe INSURER, ITS AGBlTS QIll Naples FL 34112 REPRESENl'A11VU.. AUTHOFU<:ED REPRE$E;NTAT1\IE John l. Wortham 8. Son. l.P, ~t. !J)t1Jti:hq;g I JAil ACORD 25 (2009/01) c:E&1' J!O" 5: 'no 0 "".i::IT CODE; 1 O~t.w..i"t @1988-2009 ACORD CORPORATION. All rights reserved. [HOIJ) B~"ty eo"U!a. 7{J,/2009 2.2B;~5 PM J>ag~ 10t 2 Ju1. 1. 2009 5:36PM MIDWEST TITLE I'B No, 6490 J, 2 9 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s ). If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend, or alter the coverage afforded by the policies listed thereon. CANCELLATION NOTICE The CANCELLATION NOTICE on the CERTIFICATE OF INSURANCE is amended to include the following wording: The Insurance Companies may cancel the deSCribed policy(ies) by mailing Or delivering ten (10) days written notice of cancellation to the Named lnsured for: (1) Non Payment of premium of (2) any other circumstance permitted by state law or policy COnditions. ADDITIONAL INSURED DISCLArMER Coverage for Additional Insureds can vary significantly from polioy to policy and thus Additional Insured status does not guarantee protection for all losses. Coverage is subject to actual policy terms and conditions. Cl>i1'\' NO.1 5~'noo CL1W;> OO])!, lO.to_in! ()IQ~I ""..Y =u.1Q~ 7/1nOO~ 2'21,35 .>\ ~.g. 3 of , J u 1. 1. 2009 5:36PM MIDWEST TITLE CHen:l#' 7394 168 p 3 , , 9 No, 6490 ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE [MI'NOOIYYYY] 6/30/2009 ,.FlOOUCER THIS CERTIFICATE IS ISSU~O A$ A MATTER OF INI=ORMATlON JOhn L. Wortham & Son, L.P. ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE H01.DER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR, P. O. Box 1388 AI. T~R THE COVERAGE AFFORDED SV THE POLICIES BEL.OW. Houston, TX 77251-1388 713 526-3366 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURIiiRA; Executive Risk Indemnity Inc 35181 Stewart Title Company - Naples Division INSURER El: 3936 N. Tamiami Trail. Suite A INSURER c: Naples, FL 34103 If\lSUR5R 0: INSURER E' 10STEWAINF COVERAGES THE'. POLICIES of IlIISURANCIO USTEO ElE:LOW MJ\Ve; ElEeN ISSUEO TO THE INSUREiO NAMED ABOVE FOF( "ME POLICY PERIOO INOICAiIlO, NOTWIll-lSTANOrNG ,ANY REQUIREMENT. TERM 0/\ CONDITION OF ANY CONTRACT OFt OTHER DOCUMENT wlT!oI FtCSPii:CT TO WHICH THIS CeFtTlfilCA TE MAYBE; ISSueD OR MAY PERTAIN, THe INSURANCE AFFORD EO BY THe POLICIES DESCRIBEO loleFtEIN IS SUBJECT TO ALl" i!ol~ TeRMS, EXCLUSIONS ANt> CONDITlONS OF SUClol ~OI.IClas. AGGREGATE LIMITS SHOWlII MAY HAVE BEEN REOUCeO av PAID Cl.AlMS. ~f'" ""Pl; OF INSUflANCE ,.ouey NUMBER "'no,.~~~JI:~8~E POLICY li.I(II'lflATlON UMITS NSR ~tlERA~ ~lAalLITY EACiol QCCI"l~FlENce S =r.1ERCIAL I3ENEI'W.. LIABII.ITY OAMAG~ '1'0 RENTED S - Cl.AIM5 MADE D OCCI.'R - MiD EXP (Any QM IHlra~") ~ PERSONAL & ADIi INJURy S GENERALAGGRIiiGATE $ ~'LAGGREn" I.IMI" APnS PER' PRODUCTS.COMP~PAGG $ POLICY P~'p': LOC ~OM08Il.1! U...lillrft'V COMBINED SINGLIii 1.11\11'1' S ANY AUTO (Ea aCCiaa~t) ~ '-- ALL OWNED AUTOS BODILY INJURY (Per pa....."J S - SC!olEOul.EO AUTOS i-- HIRED AI,I"!'OS BODILY INJURY ~ NON.OWNe:O AUTOS (Per aeddont) i-- i-- ~OPERTY DAMAG5 S (Il'er BCCl&mt) RGE LIABILITY AUTO ONLY" E:A AceIOEN'l' S Ar.ry AUTO OTfoIe;R'I'HAN EA ACC Ii AUTO ONLY: AGG $ :5ESSlUMBRl;l..UI J.JAIiIIUTY EACH OCCURRENC~ $ OCCUR 0 C:I.AIMS MADE AGGREGA~ ~ $ ==1 DEDUCTllilLE S RETENTION $ S WOFlKEM COMPENSATION AND I _1ivC $'1'''' T\J- IOJ~' EMPLOYER$' 1.1I'1II1-J'l'Y EL EACM ACCIDIiiNT ~ ANY PROPRleTOM"AR'l'NeRlEXECUTIVii OFFICERlMIiiMBSJ!l EXCl.UDED? EL DISEASE. EA l!MPJ.OY~ $ ~~cirttB~;~~~grNS bel..., E,I.. DISEASE - POclCY LIMIT $ A OTHER E&O 82105235 08/01/08 08/01/09 $1,000,000 Aggregate Professional Uabilitv l)"C~PTION OF OPERA1lON$ J LOCATIONS / VEHIClES II;XCLlI$ION' ADDEO BY iNDOI\$liiMION'I' J 'PIiCI.AL. PROVISION$ Contrac::t #09-5185 "Preparation & Delivery of Title Commltments and Real Estate Closing Services" CERTIFICATE HOI.DER CANCELLATION SEE BELOW & PAGe: 2 $HOIIL.D ANY OF THE ABOVE OESCRlBED POLICIES se CANCa.LED BEFORE THe exPl ~TION CoWer County Board of County DATE THeREOF, THE ISSUING IN$VFleF! WILL ENDEAVOR TO rMlL -30...- DAYS WI'lfTT~N Commissioners, Naples, Florida NOTlCli TO TH!; cer:mt>ICA'rE HOLDER NAMeD TO '!'He LEFT, BUT "AlLURe TO 00 SO SMALL 3301 Tamiami Trail East IMPOS!; NO OBUCATION OR UA.8tLrrY OF ANY KIND UPON THE IN$UFlllR, rrs AGENTS 01\ Naples, FL 34112 REPRESENTA."IVE$. AU'!'HOIUZED REPRiSENTAT'lVE .:foinv t,. JrO~~ + M7L1 t.J. p. ACORD 25 (2001/08) 1 of 2 #5104665/M97899 11857 @ ACORD CORP'ORATION 1988 vu1. 1. 2009 5:37PM MIDWEST TITLE No, 6490 IMPORTANT tf the oertificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), 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). DISCLAIMER The Certificate of Insuranoe On the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend. extend or alter the coverage afforded by the policies listed thereon. CANCELLATION NOTICE The CANCELLATION NOTICE on the CERTIFICATE OF INSURANCE is amended to include the following wording: The Insurance Companies may cancel the described policy(ies) by mailing or delivering ten (10) days written notice of cancellation to the Named Insured for: (1) Non Payment of premium or (2) any other circumstance permitted by state law or policy conditions. ADDITIONAL INSURED DISCLAIMER Coverage for Additional Insureds oan vary significantly from policy to policy and thus Additional Insured status does not guarantee protection for all losses. Coverage is subject to aotual policy terms and conditions. 16B 9 p, 4 ACORD 25-5 (2001/08) 2 of 2 #S1046651M97899