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HomeMy WebLinkAboutTitle Services Corp.-Contract for Abstracting Services-11.09.2009 CONTRACT FOR ABSTRACTING SERVICES This Contract for Abstracting Services (the "Agreement") is entered into as of November 1, 2009, by and between the City of Waterloo, Iowa("City") and Title Services Corporation ("Abstract Company"). In consideration of the mutual promises exchanged herein, the parties agree as follows: 1. Services. Abstract Company agrees to provide the abstracting services described in the Request for Proposal—Abstracting Services Hazard Mitigation Grant Program (HMGP) Property Acquisition Project, at the cost set forth in the Service Fee Addendum hereto. Abstract Company will be paid separately for each transaction. Abstract Company's request for payment for services authorized under this Contract shall be submitted on a monthly basis and will be paid within thirty (30) days after receipt of an original invoice and after such services are delivered and accepted. 2. Contract Documents. The following documents (collectively, the "Contract Documents") are hereby incorporated by reference as though set forth herein in full: a. Request for Proposal b. Addenda c. Response (Proposal) from the Successful Bidder In the event of conflict between the provisions of the Contract Documents and this Agreement, the provisions of this Agreement shall prevail. 3. Reporting; Records. Abstract Company shall exercise best efforts to maintain communication with City personnel whose involvement in the project is necessary or advisable for successful and timely completion of the work of the project, including but not limited to the closing of specific transactions. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. Abstract Company shall maintain all project records for a minimum period of three (3) years after the date of final payment for services rendered under this Agreement. During the term of this Agreement and for the ensuing record-retention period, Abstract Company shall make any or all project records available upon reasonable request, and in any event within two (2) business days of request, to City, Iowa Homeland Security and Emergency Management Division(HSEMD), the Federal Emergency Management Agency (FEMA), the Comptroller General of the United States, and any other agency of state or federal government, or the duly authorized representatives of any of the foregoing, that has provided funding or oversight for the HMGP property acquisition project, for the purpose of making audit, examination, excerpts and/or transcriptions. For purposes of this section, "records"means any and all books, documents, papers and records of any type or nature that are directly pertinent to this Agreement. 4. Government-Mandated Provisions. Because the project activity is funded by the federal government, federal law requires that the City's contracts relating to the project include certain provisions. It is possible that some of the provisions set forth in this Section do not apply to Abstracting Company or the services to be provided hereunder, but the provisions are nonetheless set forth to cause this Contract to comply with federal law. City makes no representation about whether any particular requirement is applicable to this Contract. Parenthetical comments in the following paragraphs are taken from 44 CFR § 13.36(i). A. Remedies. See Section 6 below. B. Termination for Cause and for Convenience. See Sections 6 and 7 below. C. Abstract Company shall comply with Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). (applies to all construction contracts awarded in excess of$10,000 by grantees and their contractors or subgrantees) D. Abstract Company shall comply with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). (applies to all contracts and subcontracts for construction or repair) E. Abstract Company shall comply with the Davis-Bacon Act(40 U.S.C. 276a to 276A-7) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts in excess of$2,000 awarded by grantees and subgrantees when required by federal grant program legislation, but does not apply to projects paid for with disaster funding) F. Abstract Company shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts awarded by grantees and subgrantees in excess of$2,000, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers) G. City's Reporting Regulations and Requirements. See Section 3 above. H. Patent Rights and Copyrights. With respect to any discovery or invention which arises or is developed in the course of or under this Agreement, the Abstract Company is responsible for complying with requirements pertaining to patent rights, as defined by the awarding agency. With respect to any publication, documents, or data that arises or is developed in the course of or under this Agreement, the Abstract Company is responsible for complying with requirements pertaining to copyright, as defined by the awarding agency. I. Access to Documents. See Section 3 above. J. Retention of Documents. See Section 3 above. K. Abstract Company shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act(42 U.S.C. 1857(h)), Section 508 of the Clean Water Act(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection 2 Agency regulations (40 CFR Part 15). (applies to contracts, subcontracts, and subgrants of amounts in excess of$100,000) L. Energy Efficiency Standards. Abstract Company shall comply with mandatory standards and policies relating to energy efficiency that are contained in the State Energy Conservation Plan issued pursuant to the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). [53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995]. 5. Indemnity. Except as to any negligence of City, its officials, officers, employees or agents, in the performance of any duty under this Agreement, and to the extent not covered by insurance maintained by Abstracting Company, Abstracting Company agrees to defend and indemnify City, its officials, officers, employees and agents, and to hold same harmless, from and against any and all claims, demands, causes of action, losses, costs, or liabilities whatsoever, including but limited to reasonable attorneys' fees and expenses, arising from or in connection with the acts or omissions of Abstracting Company in providing the services contemplated by this Agreement. 6. Default; Termination for Cause. In the event that Abstract Company defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of fourteen(14) days after notice thereof shall have been given by City to Abstract Company(or for a period of twenty-eight(28)days after such notice if such default is curable but requires acts to be done or conditions to be remedied which,by their nature, cannot be done or remedied within such 28-day period and thereafter Abstract Company fails to diligently and continuously prosecute the same to completion within such 28-day period), then City may declare that Abstract Company is in default hereunder and may take any one or more of the following steps, at its option: a. by mandamus or other suit, action or proceeding at law or in equity,require Abstract Company to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; b. have access to and inspect, examine and make copies of all books and records of Abstract Company which pertain to the project; c. declare a default of this Agreement, make no further disbursements, and demand immediate repayment from Abstract Company of any funds previously disbursed under this Agreement; d. terminate this Agreement by delivery to Abstract Company of written notice of termination; and/or e. take whatever other action at law or in equity may be necessary or desirable to enforce the obligations and covenants of Abstract Company hereunder, including but not limited to the recovery of funds. 3 No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In the event that City prevails against Abstract Company in a suit or other enforcement action hereunder,Abstract Company agrees to pay the reasonable attorneys' fees and expenses incurred by City. 7. Termination for Convenience. This Agreement may be terminated at any time, in whole or in part, upon the mutual written agreement of the parties. City may also choose to terminate this Agreement at any time by delivering to Abstract Company 30-days' advance written notice of intent to terminate. 8. Non-Assignable Duties. Abstract Company may not assign his or her duties hereunder without the prior written consent of City. 9. Independent Contractor. Abstract Company is an independent contractor and is not an employee, servant, agent,partner, or joint venturer of City. Abstract Company has no power or authority to enter into contracts or agreements on behalf of City. City shall determine the work to be done by Abstract Company, but Abstract Company shall determine the legal means by which he or she performs the work specified by City. City is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Abstract Company. Neither Abstract Company nor his or her employees, if any, shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, pension, or any benefits of any type or nature whatsoever on account of their work for City. Abstract Company shall be solely responsible for compensating his or her employees, if any. 10. Severability. In the event any provision of this Agreement,together with the Contract Documents, is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 11. General Terms. This Agreement,together with the Contract Documents, constitutes the entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified or amended except pursuant to the mutual written agreement of the parties. This Agreement is binding on the parties and the heirs,personal representatives, successor and assigns of each. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF, the parties have executed this Contract for Abstracting Services as of the date first set forth above. 4 CITY OF WATERLOO, IOWA TITLE SERVICES CORPO' , ION I- Alb\ By: Timothy J. Hue ayor Charles P. Augu• Me, Vice Pre• dent Attest: FaAbt al�yCiy Clerk ( ftctf6V 5 SERVICE FEE ADDENDUM Activity Title Cost Abstract Update/Continuation (no root certification) $115.00 Date Down or Day of Closing Search Certification $35.00 Preparation of New Abstract or Root Abstract $285.00 * No cost variations will be made due to length of the certification period or number or type of district court or other proceedings, including tax sale proceedings. * The above pricing includes all expenses. Total actual expenses allowed by the project budget, including any renewal extensions of the Contract, shall not exceed $50,000. W J r y� �� .