Pamela-
We need to assure a seamless continuity of insurance protection for the mosaic. Following your payment of my balance due (minus retainage and reimbursables), I would like to transfer title to the bank, so that when the shipment arrives at the project site, it’s owned by the bank, rather than by me. Otherwise, the mosaic won’t be insured after it leaves C&F’s truck, unless arrangements can be made with the property insurer that insures the property stored at the project site, naming me as an additional insured. I will ask C&F if I can buy their shipping insurance, naming the bank and me as the insured, so that the bank’s interest is protected when I transfer title to the bank during warehousing at C&F. I do not think that this would be an issue for the bank, since the bank should want to derive the benefit of insurance, considering the fact that that I have already received substantial payment for the mosaic.
If C&F’s insurance company agrees to these terms, then you will need to ask for the bank to agree to a transfer of title when you have paid me. In exchange for such payment, I’ll provide you with a bill of sale with signature acceptance line, which the bank will need to sign. The best arrangement would be for this transfer, documented by the signed bill of sale, delivered to and accepted by the bank, to take place during C&F’s storage of the mosaic. This arrangement will obviate the necessity for me to be a named insured on the property insurance policy that insures the property stored at the project site, when the mosaic arrives at the project site.
If C&F’s insurance won’t allow 2 parties to be co-insureds, you will need to ask the bank to add me as a named insured for the value of the mosaic on the property insurance policy that insures the property stored at the project site, so when the mosaic arrives, it’s covered. (otherwise, it’s uninsured while on the project site, and out of my control). I think that I need to be added because the property insurance policy that insures the property stored at the project site may not cover something that neither the contractor nor the bank owns – and the bank won’t own it until title is transferred. And title transfer, under this scenario, wouldn’t precede shipment.
Please find attached a draft bill of sale. I will let you know right away if this plan is workable with C&F, so that you can take the next step of clearing this procedure with the bank.
If you or the bank wish to propose an alternative arrangement, just let me know. I am open to other possibilities, provided that my interest in the mosaic is protected until title passes to the bank.
Thanks so much for your assistance. I know this is more involved than we anticipated, but we do need to assure a smooth conclusion, protecting all our interests.
Best regards,
George