STATE OF MICHIGAN PROCUREMENT

Department of Natural Resources 525 West Allegan, Constitution Hall, Third Floor Lansing, MI 48933

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000058

between

THE STATE OF MICHIGAN

and

CONTRACT SUMMARY

DESCRIPTION: Auctioneer Services I On Line and On Site, for DNR Real Estate Section

INITIAL EFFECTIVE

DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

November 1, 2019 October 31,2024 FIVE 1-Year Options to

Renew October 31,2024

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

D P-card D Payment Request (PRe) o Other D Yes ~ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

The terms and conditions of this Contract are those of RFP 190000003115, this Contract Agreement and the vendor's quote dated September 25, 2019. In the event of any conflicts between the specifications and terms and conditions indicated by the State and those indicated by the vendor, those of the State take precedence.

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION 0.00

Title Check, LLC

622 West Kalamazoo Avenue

Kalamazoo, MI 49007

Marty Spaulding

269-226-2600 martys@title-check.com

CV0043949

Mike Michalek DNR

517-284-5950

MichalekM1@michigan.gov

Lisa Crozier-Green DNR

517-284-5938

CrozierGreenL@michigan.gov mailto:CrozierGreenL@michigan.gov mailto:MichalekM1@michigan.gov mailto:martys@title-check.com

CONTRACT NO. 200000000058

FOR THE CONTRACTOR:

Title Check, LLC

.#RI}NJ r;;mUL/)/N~ Authorized Agent (Print or Type)

/ S" Oc.::ri/602- :20/7 Date /

FOR THE STATE :

Signature

Lisa Crozier-Green, Contract Administrator

Name & Title

Michigan Department of Natural Resources

Agency

Date

Version 7 (8/2019) 2

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STATE OF MICHIGAN

Contract No. 200000000058

Real Estate Division Auctioneering Services Surplus Land

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

BACKGROUND

Since 2009 the DNR has prepared and conducted land auctions through an online web application. The scale of the Land Consolidation auctions has increased significantly from early auctions of 10 to 20 parcels to larger auctions of 70 or 80 parcels. The web application was built to display up to 150 parcels at one time making that the largest auction possible. Timeframes for sealed bids, online auctions and the current centralized marketing approach have also become problematic. There is currently an inventory of potential auction parcels numbering over 2,000 and there is an expectation of a much larger number in the future.

The DNR is looking for a faster process with potentially more frequent auctions and a local marketing and billing structure that enables processing the volume currently on record while preparing for possible expansion in the future.

SCOPE

This Contract is to provide all marketing, auctioneering, and property transfer services necessary and required to successfully transfer ownership of DNR surplus property.

The Contractor will not be paid for auction services by the State of Michigan or the Department of Natural Resources.

The Contractor will be compensated for auction services by collection of a “buyer premium” charged to the successful bidder for each parcel at auction.

REQUIREMENTS

1. Contract Activities

1.1. Department of Natural Resources Project Manager Responsibilities

A. Not less than 120 calendar days prior to auction sale, the DNR Project Manager will provide the Contractor with a database or spreadsheet which contains the following information:

1. Parcel identification number

2. GIS shapefile of each parcel (if available)

3. Legal description

4. Minimum acceptable price and / or reserve price

5. For platted lands, the plat number as listed in the State Index of Plats (if available)

6. Provide any known comments, reservations or limitations, defects or other details which must be disclosed at sale

7. Terms of the sale and any other conditions, requirements or rules including any reservations such as mineral easements, etc.

8. Identification of any efforts made to date of adjacent property owners to the lands being sold.

B. Should DNR require additional parcels be added to an auction within the 120 days or request a standalone auction, the contractor is not obligated – but may agree to – either accept the additional parcels into an existing auction or perform a standalone auction if request by the Project Manager.

1.2 Contractor Responsibilities

A. The Contractor agrees to provide all personnel, equipment, tools, materials, supervision other items and services necessary to perform the services as described in this Contract.

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B. The Contractor will not be paid for services by the State of Michigan or the Department of Natural Resources. Rather, the Contractor will be compensated for auction services provided by collection of a “buyer premium” charged to the successful bidder for each parcel at auction.

C. The “buyer premium” at the Effective Date of this Contract shall not 10% of the bidder’s purchase price.

D. The buyer premium will be collected and retained by the Contractor at the time of the sale.

E. The Contractor will, at its sole expense and without guarantee, perform the following:

1. Pre-Auction information gathering for each parcel to be offered:

a. Determine, review and refine the GIS coordinates (centroid or centroid and shapefile).

The Contract has an in-house GIS staff responsible for determining, reviewing and refining the GIS coordinates for each property. In preparation for parcel visits and auction, the Contractor’s GIS staff shall identify GPS coordinates for each parcel of property and load that information into the Contractor’s internal management system to aid in inspection, marketing, and sale. The Contractor will then manually verify GIS co-ordinates (where physically possible) on the ground while conducting site reconnaissance placing auction sale signs.

b. The Contractor shall determine, review and refine the street address of each property utilizing the US Postal Service delivery address database. When required, the Contractor will expend additional manual resources to identify and further correct address records. Additionally, the Contractor will manually verify street addresses (where physically possible) on the ground while conducting site reconnaissance placing auction sale signs.

c. Visit the property when practical to inspect, photograph and describe it

d. Review and incorporate photographs, maps and other descriptive text or graphics to illustrate parcel attributes

e. Note any clear and apparent defects or attributes relating to physical access to, and / or condition of the property or the improvements on it; in general terms describe what appears to be located at the premise. Such information shall be “deemed reliable but not guaranteed.”

f. Clear disclaimer shall be made that the information provided is for reference purposes only and should be independently verified.

Bidder Response – Pre-Auction Services

Please be as descriptive as possible with each response. The information provided by Bidders will be used to determine award recommendation.

Bidders must include a written, detailed response to each question / section below and may also submit examples of prior work for consideration.

Describe how you propose to visit properties for inspection, photography and description.

We have a network of property inspectors across the State who perform several thousand property visits annually pertaining to our work in the sale of tax foreclosed real property. We have a highly refined software system which allows our inspectors to index, photograph, and describe real property and then upload such information directly to our servers. This information is then reviewed by our in-office staff and used for marketing and disclosure on our auction website located at www-tax-sale.info

Describe how you intend to review and incorporate photos, maps and other descriptive text or graphics to illustrate parcel attributes.

We have a robust system in place to display photos, maps, and other information about each parcel of property through our sale website located at http://www-tax-sale.info. Each lot description page offers a detailed overview of available information including photographs, links to online maps and plat maps (where available).

Describe how you intend to note any clear and apparent defects or attributes relating to the property.

Clear and apparent defects will be prominently highlighted in the applicable lot description page.

Any comments created by our inspectors or in-house staff are displayed in this area. We also have an extensive library of disclaimer language which has been vetted by our legal staff and which

Version 7 (8/2019) 5 pertains to myriad situations we have encountered during our 19 years auctioning tax-foreclosed property. This language, where applicable, is also included in the lot description page on our website.

Describe and provide an example of your disclaimer regarding information provided.

Each lot description page includes a prominent disclaimer which states: “Parcels are sold "as is" based on the assessed legal description only. All other information on this page, though reliable to the best of our knowledge, is provided as unverified reference and is not guaranteed to be accurate.

You should verify this information with your own research and investigation prior to bidding.” Our terms of sale and purchase documentation also include an affirmation by the purchaser that they are accepting the property as/is where is with no warranties or representations of any kind which the purchaser accepts by sworn affidavit.

Describe any other pre-auction services you would provide which would bring added value to the DNR.

Our experience and track record selling tax-foreclosed and other government property across the state of Michigan makes us uniquely situated to efficiently process and categorize high volumes of real property in a short period of time. Furthermore, this experience allows us to identify and address potential issues during the early review phase before such issues snowball. More specifically, our experience helps to spot issues like potential encroachments, contamination due to prior use, suitability for specific purpose, and other such conditions that less experienced contractors might miss. It is worthy of note that many of the DNR surplus lands are located in the same area(s) as tax reverting parcels, so we may be very aware of unapparent conditions or circumstances surrounding some parcels that other contractors may not have the experience to have knowledge of.

2. Advertisement and Notification

a. Place a sign, posting, placard or other notice of the auction on the parcel when practical

b. Incorporate all the various information ascertained in the above section into a database, to be used in conjunction with the Contractors online website to promote the parcels to be offered.

c. The Contractors website shall display GIS markers on an interactive, scrollable and zoom-enabled, aerial or topographical map, with embedded links to specific detail on each property. Where the property is platted, a link to the online state plat map database shall be generated to permit prospective bidders with access to the maps.

d. Promote the website and the auction through advertising including (but not limited to): a published notice, in the county where the lands are located, not less than 30 days prior to the sale; e-mail and internet promotion of the sale; signs on parcels to be sold; cross-promotion with other auctions of similar parcels or of the auction house brand in general. The Contractor may be requested to provide notice of public auction per Public Act 451 of 1994 Section 324.2133.

e. Conduct a direct mail marketing effort to owners of property adjacent to the parcels to be sold either using information supplied by the DNR (if available) or from its own investigation (where time permits).

Bidder Response – Advertisement and Notification Services Please be as descriptive as possible with each response. The information provided by Bidders will be used to determine award recommendation.

Bidders must include a written, detailed response to each question / section below and may also submit examples of prior work for consideration.

Describe how you intend to notify the public of the parcels available, i.e. sign, posting, placard, etc.

Our auction website located at www.tax-sale.info is the primary means by which we market properties on behalf of our clients. Our website has more than http://www.tax-sale.info/

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100,000 registered users and garners thousands of daily views during our peak auction season. One of the primary drivers of traffic to our website is through auction signs posted on offered lots. More specifically, an inspector will post a highly visible auction sign on each parcel that we visit.

Experience has shown that this is one of the most effective ways to create interest in offered property and encourage interested parties to visit the auction website. Furthermore, we utilize online marketing tools (Facebook in particular) that allow us to effectively target potential buyers based on location and interest.

Describe how you intend to incorporate the various information into a database.

We have a system in place which allows us to incorporate information provided by our clients as well as research conducted by our property inspectors and office staff into a centralized auction database that supports our website. We have tools and processes in place already to accomplish this task. We also have an in-house software development staff to accommodate custom requests and needs that the Program Manager may have.

Explain how the information will be used in conjunction with your website to promote the parcels offered.

Our website is designed, based on years of experience, to efficiently and effectively show prospective bidders properties they may be interested in and to provide information to those prospective bidders to help them make an informed buying decision. This is accomplished via our popular “Top Properties” banner on the homepage of our website which displays the most popular properties being offered as well as other properties highlighted by our staff for additional promotion.

This is also accomplished through the use of our searchable and intuitive web-based GIS auction map.

Does your website display GIS markers on an interactive, scrollable and zoom-enabled, aerial or topographical map, with embedded links to specific detail on each property?

If your website offers other features or benefits, please include a description.

Display GIS Markers? ☒ (Yes ) ☐ Interactive? ☒ (Yes) ☐ Scrollable? ☒ (Yes ) ☐ Zoom Enabled? ☒ (Yes) ☐ Aerial Map? ☒ (Yes) ☐ Topographical Map? ☐ ☒ (No) Links to detail on each property? ☒ (Yes) ☐

Our custom built GIS map can be filtered by a number of criteria including county and property type (based on a number of categories including acreage, waterfront, home/cottage, etc.) This allows users to quickly find specific types of property they may be interested in and in their preferred location.

Is your website ADA compliant?

Describe how website content and function is accessible to those with disabilities. Can the public access content, navigate your website successfully, engage with different elements, etc?

Descriptive text? ☒ ( Yes) Nested headings? ☒ (Yes – in some instances) Clear forms? ☐ Yes ☒ No Uniform labels? ☒ (Yes) Clean code? ☒ (Yes) Zoom text? ☒ ( No) Color contrast ratio? ☒ (Yes) Distinctive links? ☒ (Yes)

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Consistent layout and navigation? ☒ (Yes) User control? ☒ (No) Keyboard only? ☒ (No) Focus indicator? ☒ ( No) Skip navigation? ☒ ( No) Language? ☐ Yes ☒ ( No) Other: Our website is designed to be “responsive” which means that it is optimized for use on a range of devices ranging from desktop to mobile.

Describe how you intend to promote the website and the auction through advertising.

In many ways, our website already has a critical mass of active users which draws great attention organically. However, we also promote our website extensively through online marketing tools such as Facebook, through newspaper publication, and through targeted direct mailings where deemed beneficial. Furthermore, as described above, auction signs placed on offered lots is a significant driver of traffic to our website. Our website has seen more than 13,700 new registered users in 2019 alone.

Describe how you intend to conduct a direct mail marketing effort to owners of property adjacent to the parcels to be sold.

Where deemed appropriate we have conducted directed marketing aimed at adjacent property owners. In particular, we have found this tactic useful in situations where the property offered for sale would be most (or exclusively) valuable to the adjacent owner. This is often the case with small or oddly shaped parcels which aren’t practically usable without combining with adjacent lands.

Where deemed appropriate, we have utilized tax or other land records to identify the owners of adjacent land. We have then sent targeted mailings to these individuals and/or contacted them via telephone where a number could be ascertained.

Describe any other services you offer to provide notice or advertisement of parcels to be sold.

Our online marketing campaigns, through targeted tools such as Facebook, have proven to be very valuable. A recent campaign conducted in 2019 reached more than 120,000 users and resulted in 32,000 clicks.

3. Auctions

a. The Contractor shall not accept credit card payment for any portion of the sales, i.e. hold, down payment, or payment in full, etc.

b. Register bidders prior to the sale using an online interface that gathers bidder identification and deed grantee information.

c. Provide adequate clerical systems at the time and place of sale to register on-site bidders and to process the sales on conclusion of bidding, including the issuance of an executed sale agreement and buyer receipt.

d. Provide simultaneous physical “on-site” auctions along with proxy and real-time online internet bidding.

e. Provide the venue and conduct the auction at a facility in the region of the State where the properties are located. The facility must have suitable seating, parking, audio/visual, internet connection and other assets to assure efficient sale of the parcels to be offered to a large public audience.

f. Merge the parcels offered by the DNR with those of other units of government at existing or planned sales when possible to increase the exposure to the market by holding joint sales. If requested by the DNR and agreed to by the Contractor, a standalone auction may be done.

Bidder Response – Auction Services will be used to determine award recommendation.

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Bidders must include a written, detailed response to each question / section below and may also submit examples of prior work for consideration.

Describe how you intend to register bidders prior to sale including detail of your online interface and the information gathered.

We have a robust system in place for bidder “pre-registration” through our website. This allows prospective bidders to create an account, enter their preferred deed information and other contact information, and then easily utilize this information to checkout if they are a winning bidder.

Furthermore, we utilize a safe and secure identity verification process during registration to help eliminate fraud and misrepresentation on the part of prospective bidders.

Describe your clerical systems at the time and place of sale to register on-site bidders, process sales, and issue executed sale agreement / buyer receipt.

We have trained and experienced clerks who work at our live auctions. They greet prospective bidders, check their IDs, and enter their information into our custom auction management system. If prospective bidders have “pre-registered” on our website, they can simply provide their username or email to our auction clerks, and their pre-entered registration information is automatically populated. This saves significant time during the check in process. Once registered, prospective bidders are assigned a “bidder number” and given a bidding card bearing that number. After an individual has won an auction lot, they simply present their bidder card to the auction clerk. The clerk can then pull up their purchases and collect payment. The bidder will also inform the clerk how they would like the properties to be deeded and the clerk enters the appropriate information into the auction management system. If the bidder pre-registered on the website, their deed information will be automatically populated. Once all payment has been tendered, the clerk generates an auction receipt/sale document. The buyer will then verify that the deed information is correct, that they accept all the terms and conditions of the sale, and execute a sworn affidavit attesting to their acceptance of the rules and regulations governing the sale. OF NOTE: Our clerks are Notaries Public.

Describe how you intend to provide simultaneous physical on-site auctions with proxy and real time online bidding.

PLEASE NOTE: A $30 per parcel recording fee, which is the net cost of such activity at Michigan Register of Deeds offices, is collected from buyers at the time of settlement/checkout in addition to the buyer premium.

We have a highly refined online bidding platform available through our auction website. Registered bidders can participate live in real time and bid against those persons bidding live in the room.

Furthermore, online bidders can enter a “proxy” bid prior to the sale if they desire. Our computer system will then bid for this person automatically up to their max proxy bid. There is an employee in the room during each auction that runs our “bid console” and coordinates bidding between the auction/live bidders and those bidding online.

Describe venues you intend to utilize to conduct on-site auction services including your method of verifying adequate seating, parking, a/v, internet, and other assets.

We currently provide auction services to 65 county treasurers, which includes Michigan Department of Treasury managed counties, for their annual tax auction. We have conducted such auctions for

Version 7 (8/2019) 9 nearly 20 years and, over that time, have identified venues throughout the entire state which are suitable. In 2019, for example, we conducted 28 live auctions in both the lower and upper peninsula.

Each of these venues would be suitable for DNR sales and have been vetted for internet availability, parking, and room accessibility.

Describe how you intend to comply with ADA requirements for on-site auctions.

Part of our vetting process for identifying suitable auction locations is to ensure that such locations are accessible to all prospective bidders. To that end, we utilize public locations which are subject to the ADA and thus meet all applicable ADA requirements.

Describe how you intend to merge parcels offered by the DNR with other units of government.

We have previously successfully offered DNR parcels in conjunction with county tax foreclosure auctions. We treat DNR parcels as a separate auction catalog which is offered during the sale. It is clearly disclosed to prospective bidders that the parcels at issue are being offered by the DNR and not the applicable county-treasurer. Ultimately, the substantial interest in our normal tax foreclosure auctions is beneficial to the DNR in terms of auction attendance and generating interest in DNR parcels.

Describe any other auction services you offer to bring added value to the DNR.

We have an experienced in-office staff which is available to answer calls and emails leading up to or after the auctions. Our customer service team is specifically trained to educate and assist prospective purchasers to ensure a smooth buying experience. Furthermore, when you call our office, a real person answers the phone, not an automated menu.

4. Post-Auction

a. The Contractor will collect, clear and hold funds in a non-interest-bearing escrow account at a DNR approved banking facility. Funds to be held in escrow from the sale date through disbursement to

DNR.

b. Sale funds shall be transferred via ACH within TWENTY (20) calendar days from the date of sale and will notify the DNR Project Manager when the transfer is complete.

c. Generate reports to the DNR within 24 hours of the sale using a database format which can be used to extract sales data and generate deeds to auction buyers.

d. The Contractor will ensure each buyer completes form PR6345-4 (Attachment A - Information for Preparation of State Deed).

e. The Contractor will forward all completed PR6345-4 or other forms and documents to the DNR Project Manager.

f. The Contractor will record the deed with the correct local unit of government within FIVE (5) business days of receipt.

Bidder Response – Post-Auction Services will be used to determine award recommendation.

Bidders must include a written, detailed response to each question / section below and may also submit examples of prior work for consideration.

Describe how you intend to collect, clear and hold funds.

Our auction staff is trained to accept payment from auction purchasers during the checkout process.

Such funds are then deposited into our company escrow account and administered by our experienced accounting department. Once all funds have cleared, they are transferred to the intended recipient.

Is the account you intend to use for DNR funds a non-interest-bearing escrow account?

☒ (Yes)

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Provide the name and address of the bank you intend to use to collect, clear and hold funds on behalf of the DNR. If you have a dedicated contact at the bank, include their name and contact information. Please do not include your account number or other private information in this proposal.

Mercantile Bank 107 W Michigan Ave Kalamazoo, MI 49007 Contact: Lisa Carriveau Senior Vice President Ph 269.373.3431

Does your bank account allow you to transfer funds via ACH within TWENTY (20) calendar days of the sale date?

☒ (Yes)

Describe how you intend to notify the DNR once funds have been transferred.

We can notify the Program Manager via any preferred method regarding funds transfer.

Normally, we notify our clients via email once all funds have cleared and are ready for transfer.

Describe how you intend to generate reports to the DNR within 24 hours of the sale using a database format which can be used to extract sales data and generate deeds to auction buyers.

We have robust reporting capabilities regarding our auction sales. We have a suite of existing reports from which the Project Manager can choose. We also have an in-house development team that can create custom reports to meet the DNR’s specific needs. This could be in excel, csv, or any other common database format at the direction of the Program Manager.

Describe how you intend to ensure each buyer completes form PR6345-4 (Attachment A - Information for Preparation of State Deed).

We will integrate the completion of for PR6345-4 into the checkout process. That is, a buyer will not be provided a sales receipt until they have completed this form. This ensures that the sale simply will not happen unless all pertinent information has been collected from the winning bidder.

Describe how you intend to forward forms and documents to the DNR Project Manager.

Normally we forward such forms and documents via email where possible. However, we can also create an FTP or other file transfer system, deliver documents by USPS or other carrier, or deliver information in person where deemed necessary.

Describe your process for recording deeds. Once all deeds have been executed and notarized, we forward them to the appropriate county register of deeds for recording along with applicable fees via FedEx. Once recorded copies are returned to us from the register of deeds, we mail the recorded copies to the grantees via USPS. We currently provide this service to the State of Michigan Department of Treasury for all tax sales.

Describe any other post-auction services you offer to bring added value to the DNR.

Our customer service team continues to serve action purchasers following the sale. We frequently field questions regarding deed delivery, obtaining title insurance, and obtaining additional sale documentation.

Contractor Agrees to provide all personnel, equipment, tools, materials, supervision, other items and services necessary to perform the services as described in Section 1.0, Contract Activities.

☒ Contractor Agrees

If Contractor takes exception to any portion of Section 1.0 Contract Activities, Contractor to provide detail of exception in Response Box, below.

Bidder Response

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1.2. Warranties

A. Describe any warranties included in the bid and explain the process for reporting warranty issues and how the Contractor will handle any repairs or replacements.

B. The State reserves the right to require additional warranties other than those identified by the Contractor in its response to this RFP.

C. Damage to State-owned, Leased or Citizen-owned Property

1. In all instances where State-owned or leased, or Citizen-owned property or equipment is damaged, the Contractor agrees to notify the Program Manager or designee of the facts and extent of the damage:

a. Verbally – within one hour of the damage or discovery of damage, and

b. In writing within 24 hours of the damage or discovery of damage.

2. Contractor shall be responsible for repair, replacement or cleanup as necessary to any State-owned or leased or Citizen-owned property due to carelessness, misuse or neglect of the Contractor or any of the Contractor’s personnel or subcontractors.

3. In the event of Contractor liability for damages, the Contractor agrees:

a. The State will repair, replace or cleanup the damage.

b. The State will provide the Contractor with documentary evidence (i.e. invoices, etc.) of the costs associated with the repair, replacement or cleanup, and

c. The Contractor will reimburse the State for the full amount of the repair, replacement or cleanup either by:

i. Forwarding payment in full within 45 days of receipt of documentary evidence, or

ii. By agreeing, in writing, to allow the State to hold back contractual payments until the cost for the repair, replacement or cleanup has been fully reimbursed to the State.

Contractor Agrees to the warranties noted in Section 1.2 Warranties and any additional warranties required for the completion of the Contract Activities referenced in this RFP.

☒ Contractor Agrees

If Contractor takes exception to any portion of Section 1.2 Warranties Contractor to provide detail of exception in Response Box, below.

1.3. Reserved

1.4. Quality Assurance Program

Explain your Quality Assurance Program(s).

Quality is assured primarily through multi-party verification and review. For example, any information provided by property examiners is reviewed by in-office staff before such information is placed on our website. Similarly, all sale information is reviewed by our auction staff, in-office staff, and accounting department for accuracy and completeness. Furthermore, we have in-house legal counsel who is consulted if necessary.

Bidder Response

Contractor agrees to complete all tasks in a workmanlike manner and to proceed with dispatch in fulfilling its obligations outlined in the bid. Any shortcomings in Contractors performance can be reported to RFP contact person and Contractor will address such concerns promptly.

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1.5. Incentives

Explain any special incentives or services including, but not limited to, return policies, trade-in programs, quantity discounts, etc.

2. Service Levels – Reserved

2.1. Time Frames – Reserved

2.2. Delivery – Reserved

2.3. Installation – Reserved

2.4. Technical Support and Repairs – Reserved

2.5. Maintenance – Reserved

2.6. Training - Reserved

2.7. Reporting

A. End of Sale Reports

1. The Contractor must submit to the Project Manager a report containing a list of all properties auctioned noting which property sold and which did not, the names of the buyers, and the amount of the sale.

B. Annual Reports

1. At the end of the auction season and before December 31 each year, the Contractor will provide the DNR with a summary report containing an overview of the year, any issues experienced and how they were resolved, and suggestions for future years.

Contractor Agrees to the reporting requirements noted in Section 2.7 Reporting and any additional reports required for the completion of the Contract Activities referenced in this RFP.

☒ Contractor Agrees

If Contractor takes exception to any portion of Section 2.7 Reporting Contractor to provide detail of exception in Response Box, below.

2.8. Meetings

The Contractor must attend the following meetings:

A. Annual Meetings

1. The Contractor will meet with the DNR Project Manager prior to the preparation for the auction season to discuss parcels to be offered. The meeting will be held in Lansing, Michigan.

B. The State may request other meetings as it deems appropriate.

Because Contractor will be compensated solely via buyer’s premium, any additional processes, marketing measures, technological advancements, and other improvements implemented by Contractor benefit the DNR at no additional cost. We have consistently improved and refined our services over the past 20 years and will continue to do so in the future.

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Contractor Agrees to the meeting requirements noted in Section 2.8 Meetings and any additional meetings required for the completion of the Contract Activities referenced in this RFP.

☒ Contractor Agrees

If Contractor takes exception to any portion of Section 2.8 Meetings Contractor to provide detail of exception in Response Box, below.

3. Staffing

3.1. Contractor Representative - Reserved

3.2. Key Personnel

The Contractor must appoint ONE (1) individual who will be directly responsible for the day to day operations of the Contract (“Key Personnel”).

Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquires within eight (8) business hours.

The Contractor may not remove or assign Key Personnel without the prior consent of the State. Prior consent is not required for reassignment for reasons beyond the Contractor’s control, including illness, disability, death, leave of absence, personal emergency circumstances, resignation, or termination for cause. The State may request a résumé and conduct an interview before approving a change. The State may require a 30-calendar day training period for replacement personnel.

The Contractor must identify the Key Personnel, indicate where they will be physically located, describe the functions they will perform, and provide current chronological résumés.

3.

3.3. Non-Key Personnel - Reserved

3.4. Organizational Chart

Provide an overall organizational chart that details staff members, by name and title, and subcontractors.

3.5. Customer Service Toll-Free Number - Reserved

Key Personnel: Martin Spaulding Location: Kalamazoo, Michigan Telephone Number: 269-491-2071 Email Address: martys@title-check.com Organizational Role: General Manager/Owner Qualifications: 35+ years experience in the title industry including 20 years experience auctioning tax foreclosed real property in Michigan.

Relevant Experience: 35+ years experience in the title industry including 20 years experience auctioning tax foreclosed real property in Michigan.

Scope of responsibilities: Oversees all aspects of Contractor’s business including intimate involvement in the auction process and serving as auctioneer at all sales.

Other Contracts: See Section 5 in Vendor Questions Worksheet above.

Geographic Region Covered: State of Michigan Number of employees supervised: 40 mailto:martys@title-check.com

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3.6. Technical Support, Repairs and Maintenance – Reserved

3.7. Disclosure of Subcontractors

If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities. The relationship of the subcontractor to the Contractor. Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship. A complete description of the Contract Activities that will be performed or provided by the subcontractor.

3.8. Security - Reserved

4. Pricing

4.1. Price Term - Reserved

4.2. Price Changes - Reserved

4.3 Electronic Catalog - Reserved

5. Ordering

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a delivery order. The DNR Project Manager will provide the Contractor with a list of parcels to be auctioned at least 120 days prior to the auction. The DNR will review the list 30 days prior to auction to confirm or remove any parcels. The final list must be signed and dated by the DNR Project Manager prior to the auction. Any parcels not included on the signed final list shall not be sold.

5.2 Order Verification

The Contractor must have internal controls, approved by Central Procurement Services, to verify abnormal orders and to ensure that only authorized individuals place orders.

6. Delivery - Reserved

7. Acceptance

7.1. Acceptance, Inspection and Testing

The State will use the following criteria to determine acceptance of the Contract Activities:

A. At least THIRTY (30) calendar days prior to a land auction, the Contractor must provide the DNR Project Manager with the final list of parcels scheduled to be auctioned.

B. The list must include all information the auctioneer intends to use in auctioning the parcel including but not limited to any reservations, easements and minimum bid which will be accepted.

C. The DNR will review the information, provide approval or remove any parcels from the auction at this time.

7.2. Final Acceptance - Reserved

We have utilized subcontractors in some roles, mostly involving title research activity, in the past. We do not anticipate using subcontractors in the completion of this contract.

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8. Invoice and Payment

8.1. Invoice Requirements

A. The Contractor will not submit invoices to the State for auction services.

B. Should the DNR request additional title work on a parcel, the Contractor will provide a written quote to the

Project manager for review and approval prior to any work being performed.

8.2. Payment Methods

A. The Contractor will be compensated for auction services provided by collection of a “buyer premium” charged to the successful bidder for each parcel at auction.

B. The “buyer premium” will not exceed 10% of the bidder’s purchase price.

C. The buyer premium will be collected and retained by the Contractor at the time of the sale.

9. Project Plan – Reserved

10. Licensing Agreement – Reserved

11. Liquidated Damages – Reserved

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Request for Proposal No. 190000003115

Real Estate Division Auctioneering Services Surplus Land

SCHEDULE B

BIDDERS STATED BUYER PREMIUM

1. The Contractor will not be paid for auction services by the State of Michigan or the Department of Natural Resources.

2. The Contractor will be compensated for auction services by collection of a “buyer premium” charged to the successful bidder for each parcel at auction.

3. The Contractor intends to charge a 10% “buyer premium” to each successful bidder for each parcel at auction.

4. Contractors intending to charge a varying percent “buyer premium” based on price of sale must state their buyer premium schedule here:

__% for sales up to $_______

__% for sales greater than $_______, but less than $_________

FOR BIDDING PURPOSES ONLY

WHEN CREATING AND SUBMITTING YOUR PROPOSAL IN SIGMA VSS

SIGMA WILL NOT ACCEPT YOUR PROPOSAL WITHOUT ENTERING A PRICE AS THE AMOUNT BID

ALL BIDDERS SHOULD ENTER $0.01 AS THE AMOUNT BID IN SIGMA VSS

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This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Title Check, LLC (“Contractor”), a Michigan Limited Liability Company. This Contract is effective on January 1, 2020 (“Effective Date”), and unless terminated, expires on December 31, 2023.

This Contract may be renewed for up to TWO (2) 1-Year Options to Renew. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Lisa Crozier-Green 525 West Allegan, Constitution Hall, 3rd Floor Lansing, MI 48933 CrozierGreenL@michigan.gov 517-284-5938

Marty Spaulding – General Manager

TITLE CHECK, LLC

622 W. Kalamazoo Avenue Kalamazoo MI 49007 martys@title-check.com 269.491.2071

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

STANDARD CONTRACT TERMS

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State: Contractor:

Lisa Crozier-Green 525 West Allegan, Constitution Hall, 3rd Floor Lansing, MI 48933 CrozierGreenL@michigan.gov 517-284-5938

Marty Spaulding – General Manager

TITLE CHECK, LLC

622 W. Kalamazoo Avenue Kalamazoo MI 49007 martys@title-check.com 269.491.2071

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

t/b/d Luke Middleton – Corporate Counsel

TITLE CHECK, LLC

622 W. Kalamazoo Avenue Kalamazoo MI 49007 martys@title-check.com 269.491.2071

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements Commercial General Liability Insurance

Minimum Limits:

$500,000 Each Occurrence Limit $500,000 Personal & Advertising Injury Limit $1,000,000 General Aggregate Limit $1,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 04.

Automobile Liability Insurance Minimal Limits:

If a motor vehicle is used in relation to the Contractor's performance, the Contractor must have vehicle liability insurance on the motor vehicle for bodily injury and property damage as required by law.

Contractor must have their policy include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimum Limits:

$100,000 Each Accident

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$100,000 Each Employee by Disease $500,000 Aggregate Disease.

Privacy and Security Liability (Cyber Liability) Insurance Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Annual Aggregate

Contractor must have their policy cover information security and privacy liability, privacy notification costs, regulatory defense and penalties, and website media content liability.

Crime (Fidelity) Insurance

Minimum Limits:

$1,000,000 Employee Theft Per Loss

Contractor must have their policy: (1) cover forgery and alteration, theft of money and securities, robbery and safe burglary, computer fraud, funds transfer fraud, money order and counterfeit currency, and (2) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as Loss Payees.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities;

and (c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. Administrative Fee and Reporting. Reserved

8. Extended Purchasing Program. Reserved

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator…