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HomeMy WebLinkAboutItem 06 Approval to Piggyback on Seminole County Contract for Foreclosure Registrations Services Ocoee florida AGENDA ITEM COVER SHEET Meeting Date: August 4, 2020 Item # blo Reviewed By: Contact Name: Assistant Chief S. Plasencia _ Department Director: Chief :r:n Contact 407-554-7223 City Manager: Robert Fran Number: /' Subject`:- Approval to Piggyback on Seminole County`Contract for foreclosure. Registrations Background Summary: The City of Ocoee established an abandoned residential property program as a mechanism to protect residential neighborhoods from becoming blighted through the lack of adequate maintenance and security of abandoned properties. The Vacant Property Ordinance established a registration requirement for abandoned properties or properties in the process of foreclosure. This registry has provided a data base for police, fire and code enforcement personnel to utilize immediately to deter continued neglect of these properties and the negative effects they have on . the community. ProChamps, formerly known as Community Champions, has been administering this registry for the City of Ocoee to include: records administration, providing internet website registration, fee payment, and fee collection, monthly financial and registration reporting, data tracking and status updates. The Police Department is requesting to permission to piggyback on the Seminole County Contract for these services and execute a new contract with ProChamps. Issue: Should the Honorable Mayor and Board of City Commissioners approve the piggyback on the Seminole County Contract to procure the services of ProChamps for foreclosure registration and execute a contract in exchange for a percentage of the fees collected. The administration of the registry will include: records administration, providing internet website registration, fee payment, and fee collection, monthly financial and registration reporting, data tracking and status updates. Recommendations Staff respectfully recommends that the Honorable Mayor and Board of City Commissioners allow the piggybacking on the Seminole County Contract and allow the continued administration of the abandoned residential property program by executing the contract with ProChamps. Attachments: ProChamps Agreement Seminole County Contract for Foreclosure Registrations Financial Impact: Revenues projected for FY20/21 are estimated at $30,000 Type of Item: (please mark with an `5c) Public Hearing For Clerk's Dept Use: Ordinance First Reading K Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Dana Crosby-Colli N/A Reviewed by Finance Dept. Rebecca Roberts N/A Reviewed by () N/A 2 "PIGGYBACK" AGREEMENT BETWEEN CITY OF OCOEE,FLORIDA AND PROPERTY REGISTRATION CHAMPIONS,LLC This "Piggyback" Agreement ("Agreement") is made as of this day of , 20 ("Effective Date") by and between Property Registration Champions, LLC, dba PROCHAMPS, a Florida limited liability company with offices at 2725 Center Place, Melbourne, FL 32940 ("PRC") and the City of Ocoee, a Florida municipal corporation, with an address of 150 N. Lakeshore Drive, Ocoee, FL 34761 ("COMMUNITY"). The COMMUNITY and PRC agree as follows. 1. The purchasing policy for the COMMUNITY allows for "piggybacking" contracts. a. Pursuant to this procedure, the COMMUNITY is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that PRC has entered into a contract with Seminole County,Florida("Original Contract"). The Original Contract is incorporated herein and is attached as Exhibit A to this Agreement. All of the terms and conditions set forth in the Original Contract are fully binding on the parties and said terms and conditions are incorporated herein. 2. Notwithstanding the requirement that the Original Contract is fully binding on the parties, the parties have agreed to modify certain provisions of the Original Contract as applied to this Agreement between PRC and the COMMUNITY, as follows. a. TERM. This Agreement shall terminate concurrently with the Original Contract. This Agreement will automatically renew concurrently with each renewal of the Original Contract,unless either party gives the other written notice of termination at least thirty(30) days prior to the end of the relevant term. b. COMPENSATION. PRC shall charge a fee ("Fee") as directed by the COMMUNITY to each registering party ("Registrant") to register all mortgagees who comply with the Ordinance.PRC shall retain one hundred dollars ($100.00)of each collected Fee and remit the balance to the COMMUNITY. PRC shall forward payment of the COMMUNITY's portion of the Fee to the COMMUNITY's finance department no later than the fifteenth (15th) day of the following month. Should there be a fee required for public/official record data acquisition integral to the performance of the scope of work required under the terms and provisions of this contract,those charges shall be deducted from the remittance for the actual costs of said charges or subscriptions. In the event the COMMUNITY's Ordinance requires payment of late fees as part of the registration requirements PRC shall collect all applicable late fees,retaining twenty percent(20%) of the fee, and remit the balance to the COMMUNITY pursuant to the monthly remittance schedule.All related fees shall be taken out of the COMMUNITY's remittance provided herein. c. NOTICES. Whenever any party desires to give notice unto any other party, it must be given by written notice,sent by registered United States mail,with return receipt requested, "PIGGYBACK" AGREEMENT BETWEEN CITY OF OCOEE,FLORIDA AND PROPERTY REGISTRATION CHAMPIONS,LLC hand delivery or facsimile transmission with receipt of delivery, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section.Notice shall be deemed to have been given upon receipt. For the present, PRC and the COMMUNITY designate the following as the respective places for giving of notice: COMMUNITY: City of Ocoee 150 N. Lakeshore Drive Ocoee,FL 34761 Attention: Saima Plasencia,Assistant Chief PRC: David Mulberry, President, CIO 2725 Center Place Melbourne, FL 32940 Telephone No. (321) 421-6639 Facsimile No. (321) 396-7776 For Notices required in accordance with Chapter 119 of the Florida State Statutes: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 Attention: City Clerk d. WARRANTY.All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the COMMUNITY, and the laws of any federal, state, or local regulatory. e. COMMUNITY LOGO. COMMUNITY shall provide the COMMUNITY's logo to PRC for PRC's use when citing the COMMUNITY's Ordinance to mortgagees. f. ENTIRE AGREEMENT. All other provisions in the Original Contract not expressly modified herein are fully binding on the parties. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. IN WITNESS WHEREOF,the parties hereto have affixed their hands and seals the day and year first above written. "PIGGYBACK"AGREEMENT BETWEEN CITY OF OCOEE, FLORIDA AND PROPERTY REGISTRATION CHAMPIONS,LLC CITY OF OCOEE,FLORIDA Date: [Printed name and title of COMMUNITY representative] PROPERTY REGISTRATION CHAMPIONS,LLC Date: DAVID MULBERRY, PRESIDENT/CIO Property Registration Champions, LLC 2725 Center Place Melbourne, FL 32940 CITY OF OCOEE SIGNATURE PAGE "Piggyback" Agreement with Property Registration Champions,LLC APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Melanie Sibbitt, City Clerk Rusty Johnson, Mayor DATE: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND , 20 LEGALITY this day of UNDER AGENDA ITEM NO. , 20 . SHUFFIELD,LOWMAN & WILSON,P.A. By: City Attorney t A TERM CONTRACT FOR FORECLOSURE REGISTRATION SERVICES (RFP-603569-19/BJC) THIS AGREEMENT is dated as of the r9 day of 44.80)/61. 20 1 , by and between PROPERTY REGISTRATION CHAMPIONS, LLC d/b/a PROCHAMPS, duly authorized to conduct business iri the State of Florida, whose address is 2725 Center Place, Melbourne, Florida 32940,in this Agreement"CONTRACTOR," and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida,whose address is Seminole County Services Building, 1101 East 1st Street, Sanford, Florida 32771, in this Agreement"COUNTY." WITNESSETH: WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide Foreclosure Registration Services to COUNTY; and WHEREAS,COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent and qualified to provide COUNTY with Foreclosure Registration Services and desires to provide services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONTRACTOR agree as follows: Section 1. Services. COUNTY hereby retains CONTRACTOR to provide services as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. CONTRACTOR is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONTRACTOR's submission in response to this solicitation. CERTIFIED COPY-GRANT PA611Otl,;,- CLERK OF THE ORCUIT COURT = " Term Contact for Foreclosure Registration Services AND COMPTROLLER Ja; (RFP-603569-19BJC) SE OLECOUNTY MICA R ' Page 1 of 19 Uri CLERK Section 2. Compensation and Payment. (a) COUNTY shall compensate CONTRACTOR for the professional services called for under this Agreement a fee in the amount of fifty percent (50%) of each registration fee collected up to a maximum of One Hundred and No/100 Dollars ($100.00) per registration collected. (b) CONTRACTOR will charge a fee("Fee")as directed by Chapter 95,Part 1,Article III of the Seminole County Code("Ordinance")to each registering party("Registrant")to register all mortgagees and owners who comply with the Ordinance. CONTRACTOR shall retain one hundred dollars ($100.00) of each collected Fee and remit the balance to COUNTY. CONTRACTOR shall forward payment of COUNTY's portion of the Fee to COUNTY's finance department no later than the fifteenth(15th)day of the following month. Section 3. Billing and Payment. (a) CONTRACTOR shall render to COUNTY on the fifteenth (15th) of calendar month a remittance report from the previous calendar month that is properly dated and itemized including,but not limited to,the following information: (1) The name of CONTRACTOR; (2) A remittance report of the property registration fees received and their corresponding property address for the previous month and for which COUNTY is being sent a remittance check for; and (3) Such other information as may be required by this Agreement or requested by COUNTY from time to time. Term Contract for Foreclosure Registration Services (RFP-603569-19/BJC) Page 2 of 19 Section 4. Audit of Records. (a) COUNTY may perform or have performed an audit of the records of CONTRACTOR at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONTRACTOR. Performance of this audit will not delay final payment as provided by subsection(a) of this Section. (b) CONTRACTOR shall maintain all books, documents,papers, accounting records, and other evidence pertaining to services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONTRACTOR shall make such materials available at CONTRACTOR's office at all reasonable times during the term of this Agreement • and for five(5) years from the date of final payment under the contract for audit or inspection as provided for in subsection(b)of this Section. (c) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty(30)days of notice by COUNTY. Section 5. Responsibility of CONTRACTOR. (a) CONTRACTOR is responsible for the professional quality of services provided by CONTRACTOR under this Agreement. CONTRACTOR shall correct or revise any errors or deficiencies in its services without additional compensation. Term Contract for Foreclosure Registration Services (RFP-603569-19/BJC) Page 3 of 19 e . (b) COUNTY's review of, approval and acceptance of,or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. CONTRACTOR is and will always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRACTOR's negligent or wrongful provision of any of the materials or services provided under this Agreement. Section 6. Term. This Agreement takes effect on the date of its execution by COUNTY and continues in effect for three(3)years. At the option of the parties,this Agreement maybe renewed for two (2) additional one(1)year teens. Section 7. Termination. (a) COUNTY may, by written notice to CONTRACTOR,terminate this Agreement or any Release Order issued under this Agreement, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its obligations under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement,whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR will be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 4 of 19 . , reasonable additional costs associated with CONTRACTOR's failure to fulfill its obligations under this Agreement. (d) CONTRACTOR will not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR will be responsible and liable for the actions by its subcontractors,agents,employees,persons,and entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual capacity,fires,floods,epidemics,quarantine restrictions,strikes,freight embargoes,and unusually severe weather, but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR. (e) If after notice of termination for CONTRACTOR's failure to fulfill its obligations under this Agreement it is determined that CONTRACTOR had not so failed,the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection(b)of this Section. (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 8. Equal Opportunity Employment. CONTRACTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision includes,but is not limited to the following: employment,upgrading,demotion or transfer,recruitment advertising,layoff or Term Contact for Foreclosure Registration Services (RFP-603 5 6 9-19/BJC) Page 5 of 19 termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Section 9. No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company,corporation,individual,or firm,other than a bona fide employee working solely for CONTRACTOR,any fee,commission,percentage,gift,or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY will have the right to terminate the Agreement at its sole discretion without liability and to deduct from the Agreement price or otherwise recover the full amount of such fee,commission, percentage, gift, or consideration. Section 10. Conflict of Interest. . (a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112,Part III,Florida Statutes,relating to ethics in government. (b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest(as defined in Section 112.312(15),Florida Statutes, as over 5%),either directly or indirectly,in the business of CONTRACTOR to be conducted here and that no such person will have any such interest at any time during the term of this Agreement. Section 11. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred,or otherwise encumbered under any circumstances by either party without prior written Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 6 of 19 a + consent of the other party and in such cases only by a document of equal dignity with this Agreement. Section 12. Subcontractors. CONTRACTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 13. Indemnification of COUNTY. To the fullest extent permitted by law, CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims,losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR's provision of materials or services under this Agreement caused by CONTRACTOR's act or omission in the performance of this Agreement. Section 14. Insurance. (a) ,.General. CONTRACTOR shall procure and maintain insurance required under this Section at CONTRACTOR's own cost. (1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation/Employer's Liability, Commercial General Liability, and Business Auto). The Certificate must have the Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General Liability, Umbrella Liability and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONTRACTOR shall provide a copy of the section of the policy Tenn Contact for Foreclosure Registration Services (RFP-603569-19BJC) Page 7 of 19 along with the Certificate of Insurance. If the coverage does not exist,the policy must be endorsed to include the named additional insureds as described in this subsection. The Certificate of Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty(30)days written notice prior to the cancellation or non-renewal,or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. (2) In addition to providing the Certificate of Insurance on a current ACORD Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by'the insurer, not the agent or broker. _.° (3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for performance of any obligation, including its indemnification of COUNTY,under this Agreement. (b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies must be authorized to conduct business in the State of Florida and prove such authorization by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Florida Office of Insurance Regulation.Alternatively, policies required by this Agreement for Workers' Compensation/Employers' Liability, may be those authorized as a group self-insurer by Section 624.4621,Florida Statutes. Term Contract for Foreclosure Registration Services (RFP-603569-19/BJC) Page 8 of 19 (2) In addition,such companies must have and maintain,at aminimum,a Best's Rating of"A-"and a minimum Financial Size Category of"VII"according to A.M.Best Company. (3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement,an insurance company(i) loses its Certificate of Authority, or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONTRACTOR will be deemed to be in default of this Agreement. (c) Specifications. Without limiting any of the other obligations or liability of CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at CONTRACTOR's sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONTRACTOR and must be maintained in force until the expiration of this Agreement's term or the expiration of all Orders issued under this Agreement,whichever comes last. Failure by CONTRACTOR to maintain this required insurance coverage within the stated period will constitute a material breach of this Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements: Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 9 of 19 (1) Workers' Compensation/Employer's Liability. (A) CONTRACTOR's insurance must cover it for liability that would be covered by the latest edition of the standard Workers' Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage must be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employees' Liability Act, and any other applicable Federal or State law.' (B) Subject to the restrictions of coverage found in the standard Workers' Compensation policy,there will be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation policy is required to be the following: $500,000.00 (Each Accident) $500,000.00 (Disease-Policy Limit) $500,000.00 (Disease-Each Employee) (2) Commercial General Liability. (A) CONTRACTOR's insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability Term Contract for Foreclosure Registration Services (RFP-603 569-19BJC) Page 10 of 19 Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. (B) CONTRACTOR shall maintain these minimum insurance limits: General Aggregate Two Times(2x)the Each Occurrence Limit Personal &Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 (3) Professional Liability Insurance. CONTRACTOR shall carry Professional Liability Insurance with limits of not less than One Million and No/100 Dollars($1,000,000.00). (4) Business Auto Policy. (A) CONTRACTOR's insurance must cover CONTRACTOR for those sources of liability which would be covered by Section II of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01); as filed for use in the State of Florida by the Insurance Services Office. Coverage must include owned, non-owned, and hired autos or any auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles, CONTRACTOR shall maintain coverage for hired and non-owned auto liability for autos used by CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the contact involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required. (B) The minimum limits to be maintained by CONTRACTOR must be per-accident combined single limit for bodily injury liability and property damage liability. (C) The minimum amount of coverage under the Business Auto Policy is required to be the following: Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 11 of 19 Combined Single Limit $1,000,000.00 (d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY's officials, officers,or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONTRACTOR. (e) Occurrence Basis. The Workers' Compensation policy, the Commercial General Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims-made basis. The Professional Liability insurance policy may be on an occurrence basis or claims-made basis. If a claims-made basis,the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. (f) Obligations. Compliance with the foregoing insurance requirements will not relieve CONTRACTOR, its employees, or its agents of liability from any obligation under this Section or any other Section of this Agreement. Section 15. Dispute Resolution. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes,are set forth in Section 3.5540, "Contract Claims," Seminole County Administrative Code. Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 12 of 19 II (b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed,the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 16. Representatives of COUNTY and CONTRACTOR. (a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and advise CONTRACTOR in writing of one or more of its employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) At all times during the normal work week, CONTRACTOR shall designate or appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually and effectively advised of such designation. Section 17. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings Term Contract for Foreclosure Registraaion Services (RFP-603569-19BJC) Page 13 of 19 4 applicable to the matters contained in this Agreement and the parties agree that there are no commitments,agreements,or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written. Section 18. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 19. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement. Section 20. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement have no claim to pension, workers' compensation,unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees, either by operation of law or by COUNTY. Section 21. Services Not Provided For. No claim for services provided by CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY. Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 14 of 19 a y. Section 22. Public Records Law. (a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24,Florida Constitution and Chapter 119,Florida Statutes,in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.0701, Florida Statutes,with regard to public records and shall perform the following: (1) CONTRACTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement, (2) CONTRACTOR shall provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes,or as otherwise provided by law. (3) CONTRACTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed,except as authorized by law. (c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public Term Contract for Foreclosure Registration Services (RFP-603569-19/BJC) Page 15 of 19 records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in Section 119.10, Florida Statutes. (e) IF CONTRACTOR HAS _QUESTIONS REGARDING THE -J APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR's DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116, PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 EAST SECOND STREET, SANFORD, FL 32771. Section 23. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 16 of 19 jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County, Florida. Section 24. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to.or regulating the provision of such services,including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONTRACTOR. Section 25. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and j . expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY any infringing products or services or procure a license at no cost to COUNTY that will allow continued use of the service or product. If none of the alternatives are reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive reimbursement,if any, as may be determined by a court of competent jurisdiction. Section 26. Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 17 of 19 _ giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present,the parties designate the following as the respective places for giving of notice: For COUNTY: Development Services Department Planning and Development Division 1101 East 1st Street Sanford, Florida 32771 For CONTRACTOR: Property Registration Champions,LLC d/b/a PROCHAMPS 2725 Center Place Melbourne,Florida 32940 Section 27. Rights At Law Retained. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law. Section 28. Headings and Captions. All headings and captions contained in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe,interpret or construe any provision of this Agreement. [Balance of this page intentionally blank;signature page begins on Page 191 Term Contact for Foreclosure Registration Services (RFP-603569-19BJC) Page 18 of 19 IN WITNESS WHEREOF,the parties have made and executed this Agreement for the purposes stated above. ATTE : P• 0 'ER Y REGISTRATION PI,.NS,L C d/b/a PRO -,• A1(� By: /J i • ess F.'ID - r ERRY,President • • _ )12-//)4( 2o/2. _ rint Name Date • Witness — OVA . n5er Print Name SE O E OR1DA • /1/..//Z4(//frt By: Witness 'j BETS fEN,Acting Purchasing and— ; 1 : Contr wager C'f"a`i� Print Name Date: /0//9 • 111,17 Witness jjtki9l 1011 Print Name For the use and reliance of as authorized for execution by the Board of Seminole County only. County Commissioners at its October 22,2019, regular meeting. Approved as to form and legal itciencyzi County Attorney DGS/dre 11/21/19 Attachment: Exhibit A-Scope of Services T:\Uscrsll.egal Secretary CSB\Pur hasing20191RFP-603569-19 BJC.docx Term Contract for Foreclosure Registration Services (RFP-603569-19BJC) Page 19 of 19 EXHIBIT A Scope of Services BACKGROUND Seminole County challenges in identifying and locating owners of vacant and foreclosed properties in order to hold accountable those who are responsible for the care and condition of those properties. Homes that are foreclosed upon are often abandoned breeding crime, vandalism, theft, and a reduction of property values for neighboring properties. In order to address this problem, the County enacted an Ordinance creating Chapter 95, Article III, the registration and Maintenance of Foreclosed Property Program,which created a requirement for registering foreclosure property. Seminole County is seeking a licensed and qualified Firm to provide for the registration of properties and administration of records related to properties in foreclosure within Seminole County. The Firm will provide inspection and verification of property status to determine if a property is in violation of County Ordinance, Chapter 95, Article III of the Seminole County Code relating to the registration of real property in foreclosure. SCOPE OF SERVICES. • The Firm shall provide registration of properties and administration of records related to properties in foreclosure within Seminole County. • The Firm shall provide inspection and verification of property status to determine if a property is in violation of County Ordinance relating to the registration of real property in foreclosure. • The Firm shall build and maintain an electronic database or searchable property records for properties falling under the ordinance definition of properties in foreclosure. The database will be available online to County staff during normal business hours. The database will be treated as a Public Record and the Firm will make any and all Public Records requests for this data available in a timely fashion. The Firm will provide the County with free access to and training to County staff of the electronic database. 1. The Firm shall develop a Registration Form to create individual property records that captures, at a minimum, the following information: a) Case Number b) Property Address; lot#; etc. c) Property Manager: Name, contact, address,telephone#, Fax#, e- mail address d) Mortgagee: Name, contact, address, telephone #, fax #, e-mail address e) Property Management Company: Name, contact, address, telephone #,fax#, e-mail address f) Owner of Record: Name, contact, address, telephone#, fax #, e- mail address i ; • g) Mailing address may not be a Post Office Box 2. The Firm shall track and report changes of information and all changes in status, updating said information, at a minimum, on a monthly basis. 3. The Firm shall be responsible for communicating the details and requirements of Ordinance to the Real Estate, Banking and Lending Communities. 4. The Firm shall release letters of notification to properties that come under the requirements of the Ordinance and will identify those properties in violation of Ordinance. 5. The Firm, through research and information gathering, will be responsible for identifying the names of mortgagees, agents and owners of properties in violation of Ordinance and will work closely with County staff in the areas of registration,fee collection and enforcement. 6. The Firm shall collect all registration fees and transfer such fees monthly with matching and substantiating property records to the County in a format acceptable to the County. 7. The Firm shall maintain confidential information and will redact such information, such as social security numbers and other personal data,from property owner records prior to fulfilling public record requests. 8. All services shall be performed in accordance with established professional standards for such services. 9. Services will be performed on an as needed-basis and property locations will be located County wide. The Firm shall be able to provide all equipment, personnel and supervision to perform the requested services. 10. The Firm must comply with all applicable local, county, state and federal laws and ordinances, real estate law and banking industry standards related to the work. 11. The Firm's responsibilities may include attending meetings on behalf of the County, and other necessary work or services identified to complete the work. 12. The Firm may be required to work as part of a team and participate closely with other professionals and County staff as required. 13. The Firm shall hold all state, federal and county licenses required to perform the services. } SUBMIT PROPOSALS TO: REQUEST FOR Seminole'County PROPOSALS(RFP) 1301 East2nd Street Sanford, Florida 32771 And Attn: PURCHASING&CONTRACTS(PCD) Proposer Acknowledgment Contact: Betsy J.Cohen,CPM, CPPo RFP-603569-191BJC Procurement Administrator Phone: 407-665-7112 FORECLOSURE REGISTRATION Email: bcohenOseminolecountvfl.cov SERVICES AGREEMENT PROPOSAL DUE DATE-September 11,2019 'REVISEDDue Date:September 18,2019 @2:00PM Wife': 2:0 0 PM (Eastern Standard Time) Location of Public Opening: Purchasing&Contracts Division, 1301 East 2nd Street,Sanford,FL 32771 Proposer Name: Federal Employer ID Number: ptiperty R,14440, C mrpors,LLC ctaPR ry. 82-186948S_ -. . -.. _ _ _ If returning as a"No Submittal", state reason Mailing Address: (if so,return only this pane): 2725 Center Place City, State, Zip: Melbourne, FL 32940 Type of Entity(Circle one):Corporation The undersigned Proposer hereby Partnership Proprietorship Joint Venture acknowledges receipt of Addenda Incorporated in the State of: Florida era ugh List of Principals:•Post PROCHAMPS _ • Acquisitions,LLC =__- _ ._ _ rized Signature(Manual) /bate ' Email Address: ' Typed Name: dmulberry@prochamps.com, David Mulberry Telephone Number:,.(321)421,6639 _ Title: _President/CIQ LFax Number (321)396-7776 Date: September 16,2019 THIS FORM MUST SE COMPLETED AND RETURNED WITH WRITTEN PROPOSAL The Proposer is expected to completely analyze the information contained in this Request for Proposals(RFP)as guidance for the preparation of their written proposal. The Proposer's written proposal should be specific,detailed, and complete in order to clearly and fully demonstrate the Proposer's understanding of the proposed work requirements, and it should include a logical plan 1 to accomplish the task(s) under the proposed scope of work. I 11 Part-4 Price Proposal RFP-603569.19/BJC—FORECLOSURE REGISTRATION SERVICES AGREEMENT Name of Proposer: Property Registration Champions,LLC dba PROCHAMPS _ _ Mailing Address: . 2725 Center Place,. _-_ City/State/Zip: Melbourne, FL 32940 Phone Number. (321 ) 421-6639 FAX Number: ( 321 ._ ) 396-7776 _ E-Mail Address: dmulberry@prochamps.com.. Pursuant to and in compliance with the Request for Proposals,the undersigned Proposer agrees to perform the Work in strict conformity with Contract Documents, including Addenda Nos. I through 1 , on file for the rates hereinafter set forth. The undersigned Proposer declares that the only persons/parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any person,firm or corporation;and proposes and agrees that, if the proposal is accepted, Proposer will execute an Agreement with the COUNTY and will furnish Insurance Certificates. Proposershall include all costs including,but not limited to general administrative overhead;fringe and benefits; profit; transportation of material to the project site; tools, equipment and related items; and all incidental necessary for the performance of the work. Proposer must include all proposed fees and charges associated with the provision of the services outlined in this RFP. FEE SCHEDULE:.. THE FIRM PROPOSES TO RETAIN 50 % OF EACH REGISTRATION FEE COLLECTED - _ ` UP TO A MAXIMUM OF $.100.00. PER REGISTRATION COLLECTED AS COMPENSATION FOR THE SERVICES. The Firm shall remit the balance of each registration fee collected to the County in consideration of the services provided. There will be no other costs to the County other than the compensation stated herein for the services provided. 45 } 4