1.5.1-J&A Final.pdf

OFFICE OF ACQUISITION MANAGEMENT

ICE Acquisition Manual 3006.301-90

JUSTIFICATION FOR OTHER THAN FULL AND OPEN COMPETITION

41 USC 3304 (A): USE OF NONCOMPETITIVE PROCEDURES

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1 J&A-26-0143

Pursuant to the requirements of the Competition in Contracting Act (CICA) as implemented by the Federal Acquisition Regulation (FAR) 6.103 (FAR Class Deviation 25-112) and in accordance with the requirements of RFO 6.104, the justification for the use of the statutory authority under RFO 6.103 is justified by the following facts and rationale required under RFO 6.104-1 as follows:

1. Agency and Contracting Activity.

The Department of Homeland Security (DHS), U.S. Immigration and Customs Enforcement (ICE), Office of Acquisition Management (OAQ), proposes to enter a contract on behalf of the Office of Asset and Facilities Management (OAFM) on a basis of other than full and open competition.

2. Nature and/or description of the action being approved.

(a) Nature of action: ICE intends to procure, on a sole source basis, real estate title abstract, escrow and settlement services for the purchase of real property.

(b) Name and address of the Contractor:

First American Title Insurance Company 1 First American Way Santa Ana, CA 92707

(c) Contract Type: Firm-Fixed-Price (FFP).

(d) Estimated Total Value (including options). Provide breakdown as shown below:

1 If applicable, the Acquisition Plan ( AP) must be finalized and signed prior to submitting the Justification to OCPO.

2 FAR Class Deviation 25-11 is implemented as a result of Revolutionary FAR Overhaul, referred as RFO, following Executive Order 14275, Restoring Common Sense to Federal Procurement. All citations in this document follow applicable DHS RFO Deviations therefore are referred as RFO.

Period Total

Base Year

4 mo.

$60,000.00

Option Year 1 8 mo. $180,000.00 Total $240,000.00

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(i) Period of performance end date: 12/15/2025

3. Description of Supplies/Services.

The scope of this acquisition is to provide real estate title abstract, escrow and settlement services of properties in Florence, AZ, Krome, FL, and Batavia, NY. These properties are required to meet operational requirements for modernizing and enhancing immigration detention and enforcement capabilities for ICE. The existing processing centers in these locations will be expanded to enable additional administrative, medical, training and detention facilities and space.

4. Identification of statutory authority permitting other than full and open competition.

The statutory authority permitting other than full and open competition is 41 U.S.C. §3304 as implemented by:

RFO 6.103-1: Only one responsible source and no other supplies or services will satisfy agency requirements.

RFO 6.103-2: Unusual and compelling urgency.

RFO 6.103-3: Industrial mobilization; engineering, development, or research capability; or expert services.

RFO 6.103-4: International agreement.

RFO 6.103-5: Authorized or required by statute.

RFO 6.103-6: National security.

RFO 6.103-7: Public interest.

This requirement does not facilitate the response to or recovery from a natural disaster, act of terrorism, or other man-made disaster. In addition, as "Unusual and Compelling Urgency" is cited, the 150-day period of performance limitation, as found in HSAR 3006.302- 270(d)(1)(iii)) and the DHS J&A Guide does not apply to this requirement.

5. Identification of Exception to the Buy American Statute

Not applicable. No foreign end products are being acquired under this procurement;

therefore, the nonavailability exception under RFO 25.103(b)(2) or RFO 25.202(a)(2) does not apply.

6. Demonstration that the proposed contractor’s unique qualifications or the nature of the acquisition requires use of the authority cited.

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The Government requires immediate procurement of real estate title, abstract, escrow, and settlement services in support of a time sensitive real estate property acquisition. The authority cited for this action is RFO 6.103-2, Class Deviation 25-11, Unusual and Compelling Urgency. Use of other than full and open competition is necessary because the Government’s need for these services is of such an unusual and compelling urgency that the Government would be seriously injured if the agency were required to comply with the timeframes associated with a competitive acquisition.

The requirement became urgent as a result of accelerated acquisition and closing timelines associated with the subject property transaction. The Government must complete all required title reviews, escrow coordination, settlement processing, and closing activities within strict deadlines established as part of the real estate acquisition process. Failure to complete these actions within the required timeframe could result in the loss of the property opportunity, expiration of negotiated acquisition terms, increased acquisition costs, legal and administrative complications, and mission delays associated with the Government’s inability to source the property when required.

The urgency of this requirement was not caused by poor planning or lack of advanced procurement actions by the requiring activity or Contracting Office. Rather, the need for immediate action resulted from factors outside the Government’s control, including evolving acquisition requirements, seller-imposed closing deadlines, ongoing negotiations, and the timing of final property selection and acquisition approvals. The Government could not reasonably procure the required title, abstract, escrow, and settlement services, until the specific property acquisition was finalized and the associated transaction requirements were known. Upon identification of the requirement, the Government acted as quickly as practicable to initiate the acquisition process and identify capable sources.

Once the acquisition decision was approved, the Government was required to act within a compressed commercial real estate closing schedule to avoid jeopardizing the transaction.

Delays in securing specialized settlement services could have resulted in the seller withdrawing from negotiations, modifying terms, or otherwise impacting the Government’s ability to complete the transaction. Accordingly, the unusual and compelling urgency arose from external market and transaction conditions beyond Government control, rather than from any failure to properly plan the acquisition.

Market research was conducted to identify contractors capable of providing the required services within the limited timeframe available. Based on this review, the proposed contractor was identified as the only source reasonably available that could immediately perform the required title, abstract, escrow, and settlement services within the geographic location and timeframe necessary to support the transaction. The proposed contractor possesses unique qualifications critical to successful contract performance under the unusual and compelling circumstances of this acquisition, including existing operational capability, immediate staffing availability, knowledge of local real estate recording and settlement requirements, established relationships with local financial and recording entities, and the

Page - 4 - of 8 ability to coordinate and complete all required closing activities within the compressed acquisition schedule.

The nature of the acquisition does not permit segregation of the work into separate competitive components without creating unacceptable performance risks, delays, coordination issues, or potential legal and transactional complications. The title, escrow, settlement, and closing functions are highly integrated and time-sensitive activities that require continuity and centralized coordination to ensure accurate and timely completion of the real estate transaction. Dividing these services among multiple vendors would significantly increase the risk of errors, delays in closing, inconsistent documentation, and failure to meet transaction deadlines.

Alternatives to the proposed action were considered, including conducting full and open competitive procurement and delaying the acquisition until sufficient time existed to complete a competitive process. These alternatives were determined to be unacceptable because the Government did not have sufficient time required to complete a full and open competitive action after final property selection, acquisition approval, and seller-imposed closing requirements were established. The timeline for this acquisition was driven by external real estate transaction conditions, including ongoing negotiations, due diligence milestones, and compressed closing schedules established by the seller, all of which occurred outside of the Government’s control. Once the acquisition decision was finalized, immediate action was required to secure the necessary settlement services and preserve the Government’s ability to complete the transaction within the required closing timeframe. The Government also considered whether any portion of the requirement could be separately competed; however, due to the integrated and time-sensitive nature of the required services, partial competition was determined to be impracticable and contrary to the Government’s need to ensure seamless transaction execution.

A delay associated with conducting a competitive procurement at this stage would have significantly increased risk of the seller withdrawing from negotiations, modifying transaction terms, or otherwise jeopardizing the Government’s ability to successfully acquire the property.

If this justification is not approved and the required services are not obtained from the proposed contractor within the required timeframe, the Government faces substantial risk of serious financial, operational, and mission-related injury. The proposed contractor possesses the unique capability, institutional knowledge, established relationships, and transaction-specific expertise necessary to complete the property acquisition within the required schedule constraints.

Any delay resulting from pursuing an alternative source would significantly jeopardize the Government’s ability to successfully complete the acquisition of the identified properties.

Real estate transactions are highly time-sensitive and subject to changing market conditions, seller availability, financing timelines, and contractual closing deadlines. Failure to secure the required services immediately, could result in property owners withdrawing from

Page - 5 - of 8 negotiations, accepting competing offers, increasing purchase price, or imposing less favorable terms, thereby causing the Government to lose strategic acquisition opportunities that may not be replaceable in the future.

In addition, delay in completing the acquisition would likely result in increased overall project costs to the Government, including but not limited to escalation in property value, additional administrative expenses, extended negotiation efforts, legal costs, re-procurement costs, and potential costs associated with restarting acquisition activities. The Government may also incur additional costs associated with schedule extensions, contract modifications, and maintaining interim operational arrangements pending completion of the acquisition.

Operationally, failure to complete the acquisition within the required timeframe would adversely impact mission-critical activities dependent upon timely control and use of the properties. Such delays could disrupt planned operational schedules, impede program execution, delay associated construction or deployment activities, and negatively affect the Government’s ability to meet mission requirements and strategic objectives.

Further, transitioning the requirement to another contractor at this stage would create substantial duplication of effort, additional administrative burden, and increased risk of transactional errors, contractual disputes, and legal complications. A new contractor would require significant additional time to become familiar with the acquisition history, negotiations, property-specific issues, stakeholder coordination, and regulatory requirements, further increasing the likelihood of missed deadlines and unsuccessful closing.

Accordingly, failure to obtain these services from the proposed contractor on a sole-source basis presents a clear risk of serious injury to the Government, both financially and operationally, and would materially reduce the likelihood of successfully completing the required property acquisition within the necessary timeframe.

The exception to the Buy American statute under RFO 25.103(b)(2) and RFO 25.202(a)(2) is not applicable to this action because this procurement is for domestic real estate title, abstract, escrow, and settlement services and does not involve the acquisition of foreign end products, construction materials, articles, supplies or manufactured materials.

The Government intends to pursue competition for any future recurring requirements to the maximum extent practicable. This justification is limited to the minimum period necessary to satisfy the Government’s urgent requirement associated with the current property acquisition.

Any future follow-on requirements will be evaluated for competitive acquisition strategies in accordance with applicable procurement regulations, and the Government will pursue full and open competition when time and circumstances permit.

7. Description of efforts made to ensure that offers are solicited from as many potential sources as is practicable.

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Due to the unusual and compelling urgency of the requirement, the Government limited competition to the maximum extent practicable in accordance with RFO 6.103-2. Market research was conducted to identify potential sources capable of providing the required real estate title, abstract, escrow, and settlement services within the required timeframe. After an extensive search, only the identified source was determined capable of meeting the Government’s immediate requirement within the required schedule.

In accordance with RFO 5.101(b)(2), the proposed contract action is exempt from the requirement for synopsis because the agency’s need for the services is of such unusual and compelling urgency that the Government would be seriously injured if the agency complied with the time periods specified in FAR 5.203.

8. Determination by the Contracting Officer that the anticipated cost to the Government will be fair and reasonable.

The Contracting Officer determines that the anticipated price(s) will be fair and reasonable based on generally accepted prices for similar commercial services provided. The cost of real estate title abstract, escrow and settlement services are generally standardized across the industry, with minimal variance in pricing due to regulatory and customary fee structures.

9. Description of Market Research.

Market Research was conducted by the requiring activity in accordance with RFO Part 10, including RFO 10.001(c), to identify qualified sources capable of providing real estate title, abstract, escrow and settlement services within the required timeframe and geographic area associated with the Government’s urgent property acquisition requirement. Market research activities were conducted during the period of April 7, through May 7, 2026, and included internet-based research, a review of prior Government real estate acquisitions, involving similar requirements, consultation with agency real estate personnel and legal counsel, and examination of commercially available title, escrow and settlement service providers operating within the subject property jurisdiction.

The Government also reviewed customary pricing structures for comparable real estate transactions services within the local market area including title examination fees, escrow charges, settlement costs, recording fees, and closing-related services.

Consistent with RFO 10.001(c), the Government used a variety of market research techniques in a manner designed to obtain relevant market information while ensuring compliance with applicable laws and regulations. Research was conducted in a fair and impartial manner that did not provide any vendor with an unfair competitive advantage or violate procurement integrity requirements.

The results of the market research indicated that multiple vendors may generally provide similar services within the commercial marketplace; however, only the proposed contractor was determined capable of performing the required services within the unusually compressed acquisition schedule necessary to support the Government’s urgent property closing

Page - 7 - of 8 requirements. Specifically, the acquisition schedule required immediate coordination of title review, escrow setup, settlement preparation, and closing activities within a compressed timeframe, that other firms contacted during market research could not accommodate without risking delay. Any delay in closing could result in escalation of property value, disruption to associated construction or deployment activities, withdrawal of property owner from negotiations, acceptance of competing offers, or the imposition of less favorable purchase terms and increased acquisition costs to the Government. The proposed contractor demonstrated the ability to immediately begin performance, coordinate all required settlement activities, meet accelerated closing deadlines, and provide complete title, escrow, and settlement support without interruption to the acquisition schedule.

The Contracting Officer utilized the market research results to evaluate the availability of capable sources, assess customary commercial pricing practices for similar services, and determine that the proposed pricing was fair and reasonable. Price reasonableness was established through comparison with historical pricing for similar Government and commercial real estate transactions, review of customary market rates for title and settlement services within the geographic area, and evaluation of the proposed contractor’s pricing against standard commercial practices and transaction-related fees.

The exception to the Buy American Statute under RFO 25.103(b)(2) or RFO 25.202(a)(2) is not applicable to this acquisition because the procurement is for domestic real estate title, abstract, escrow, and settlement services and does not involve the acquisition of foreign end products, construction material, articles, materials, or supplies. Accordingly, no market research regarding nonavailability of foreign or domestic end products was required or conducted for purposes of applying a nonavailability exception.

Patents, copyrights, or other intellectual property restrictions are not applicable to this acquisition. The required services do not involve the acquisition of patents or copyrighted products, proprietary software, or intellectual property subject to exclusive licensing restrictions.

10. Any other facts supporting the use of other than full and open competition.

The required services involve property-specific title and escrow actions that must be coordinated directly with the seller’s designated title company to complete the transaction within the required closing timeframe. The accelerated schedule was driven by external transactions and operational requirements outside of the Government’s control, including negotiated closing deadlines established by the property owner, funding availability timeline, and the need to align the acquisition with associated construction deployment, and mission execution activities. As a result, the Government required immediate coordination of title review, escrow establishment, settlement preparation, document execution, lender coordination, and recording activities to avoid disruption to the acquisition schedule.

Due to the compressed timeframe, continuity of transactions coordination and the ability to immediately perform all required settlement activities were critical to successful completion