Attachment_1_-_Statement_of_Work.pdf

U.S. Department of Agriculture Title Services Scope of Work Natural Resources Conservation Service NRCS Easement Programs

Statement of Work for Title Search and Closing Services for NRCS’s Easement Programs

I. OBJECTIVE

The objective of this blanket purchase arrangement (BPA) is to obtain preliminary title search, title commitment, post survey updates, final title policy, and closing services for acquisitions of conservation program easements in Michigan on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA) pursuant of Title II of the Agricultural Act of 2014 (Public Law 113-79).

II. BACKGROUND

The Agricultural Conservation Easement Program Wetland Reserve Easement component (ACEP-WRE), the Wetlands Reserve Program (WRP), Emergency Watershed Protection Program - Floodplain Easements (EWPP-FPE), and the Healthy Forest Reserve Program (HFRP) each provide authorization for the United States to acquire conservation easements from willing landowners for the purpose of restoring and protecting wetlands, floodplains, or forest lands respectively. NRCS is the agency within the USDA that is responsible for administration of these programs.

III. SCOPE

The contractor must coordinate, facilitate, and perform the following services:

1. Obtain and update chain of title according to the Department of Justice Title Standards 2001. Provide the title commitment (or title search and/or update of abstracts), including copies of all instruments that created rights, interests, or encumbrances, for the easement boundary and ingress-egress descriptions.

2. Work with NRCS and the landowners to clear exceptions on title to the property and resolve vesting interests.

3. Update the title commitment, based upon the final legal description of the easement area, including copies of all instruments that created rights, interests, or encumbrances on the property, not included on the original title commitment, for the easement boundary and ingress-egress descriptions.

4. Record documents in the local land records office (e.g., the applicable county registrar or recorder’s office, county or town clerk records office).

5. Provide a final title insurance policy using American Land Title Association (ALTA) U.S. Policy 09-28-1991 (Revised 12/3/2012)

6. Provide other services, as necessary, to finalize the easement transaction.

The contractor will provide the above-listed items to the designated NRCS contact identified on the attachment to this statement of work.

Solicitation 121A2318Q0031 Attachment 1

IV. STANDARDS AND RESPONSIBILITIES

The acquisition of the program easement and any access easement is governed by the following requirements:

a. Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016)

b. NRCS regulations and policies governing the NRCS program under which the easement is being acquired.

The contractor will perform the same services that are customarily provided in a commercial transaction, including chain of title, determination of ownership and interest share of surface and subsurface rights, securing and providing all underlying documents, obtaining and recording deeds, and any necessary curative instruments to ensure merchantable, insurable title to the easement are in the name of the United States of America. The contractor is responsible for having up-to-date knowledge of the requirements of Michigan’s laws on title searches, closing real estate transactions, and title clearance. The underwriter ensuring liability for title must be on the U.S. Attorney’s General list of approved companies and must comply with Michigan's laws, including title insurance reserve requirements. The contractor must be licensed to do title insurance business in Michigan and approved by Michigan’s Insurance Commissioner.

The contractor and any subcontractors must obtain a valid Dun and Bradstreet Data Universal Numbering System (DUNS) number and must maintain active registration in System for Award Management (SAM) for the duration of any contracts or agreements to provide closing services to the NRCS.

The contractor must provide evidence of liability insurance coverage or indemnification in an amount equal to the amount of Federal funds for each easement satisfactory to NRCS, acting on behalf of the Commodity Credit Corporation, providing for reimbursement to NRCS for any loss of Federal funds caused by errors, omissions or provide the American Land Title Association (ALTA) , fraud, dishonesty, negligence, or failure by the attorneys, agents, or closing agent employees to comply with NRCS’s written closing instructions. The ALTA closing protection letter, revised 4/2/2014, is satisfactory to meet this condition of responsibility. Evidence of liability insurance must be provided prior to award.

V. DESCRIPTION OF SERVICES

A. Title Commitment (or Title Search and/or Update of Abstracts) The contractor must obtain the following:

1. Copies of all instruments that created rights, interests, or encumbrances on the proposed easement property

2. A chain of title, including all deeds reference in the chain of title

3. Preliminary title commitment, which must cover the entire easement area and the access for ingress and egress to the easement area, and must commit to issuing the final title policy to the “United States of America” on the ALTA U.S. Policy Form 9-28-91 (Revised 12/3/2012).1

4. Title search services and title commitment must be provided within 21 business days of receiving the request from NRCS.

5. The invoice submitted to the Invoice Processing Platform (IPP) for services rendered at www.ipp.gov.

A government representative will review, upon receipt, the preliminary title insurance commitment, title insurance commitment and title insurance policy. No payment shall be made until the work is accepted. If deficiencies are noted in the review process, the title work may be returned to the contractor for correction at no additional cost to the government. The contractor will have fourteen (14) calendar days to make necessary corrections and resubmit. If the contractor fails to promptly perform the services or take the necessary corrective action, as identified to comply with the contract requirements, the government may terminate the delivery for convenience or cause. If the title work is terminated by cause, the government may, by contract or otherwise, perform the services and charge to the contractor any cost incurred by the government that is directly related to the performance of such service.

The contractor will be provided with the name and address of the landowner, a copy of the deed and a location map of the proposed easement area and its ingress/egress. Preliminary title insurance commitment services must be provided within fourteen (14) calendar days of receiving the request from NRCS.

Upon receipt of the preliminary title insurance commitment from the contractor, NRCS will review the documents and consult with the contractor regarding title issues that must be cleared.

If NRCS makes an offer of enrollment to the landowner, and the landowner signs the Agreement for the Purchase of Conservation Easement, NRCS will obtain a survey of the proposed easement area. NRCS will review the survey and, if acceptable, forward it to the contractor for final review, along with the easement purchase price and a request to convert the preliminary title insurance commitment to a title insurance commitment. Review of the survey and conversion from preliminary title insurance commitment to title insurance commitment must be provided within fourteen (14) calendar days of receipt of request from NRCS. Upon completion of the title insurance commitment, the contractor will forward it to the NRCS State Office along with copies of any newly recorded documents associated with the property.

The title insurance commitment will cover the time periods provided in Department of Justice Title Standards 2001 (Section 3, Abstract of Title, Subsection b, What time period should it cover?), be for a sufficient period of time for the title company to insure the title without objectionable exceptions and must identify all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased. The search must show ownership interest of the surface and subsurface rights including oil, gas, coal, sand, gravel, and other minerals associated with the property. The title commitment must include a legible copy of all underlying

1 For easement acquisitions in Texas, the T-11 U.S. Policy and T-12 U.S. Endorsement may substituted any place the ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12) is mentioned in this document.

documents of any type, whether oil, gas, or mineral interests have been severed, mortgages, bankruptcies, and any other exceptions that may cloud the title of the easement to be purchased.

Title search services must be provided to the designated NRCS contact identified on the attachment to this statement of work within 21 business days of receiving the request from NRCS. The contractor will be provided with the name, address, and telephone number of the landowner, a copy of the current ownership documentation as provided by the landowner to NRCS, a location map of the proposed easement area, and the proposed access route for ingress and egress.

Not every title commitment (search) obtained by NRCS will result in an order for the closing services outlined in section B. NRCS might not ultimately purchase an easement on the properties for which it obtains a title commitment (search). NRCS may elect not to make an offer to the landowner based on eligibility review. NRCS may withdraw an offer to landowners if NRCS lacks funding, landowners are unable to provide clear title or sufficient legal access, or for other reasons as determined by NRCS. The agreement to purchase the conservation easement may also expire or the landowners may elect to cancel the agreement with NRCS.

B. Closing Services

After receiving the surveyed legal description from NRCS, the contractor must provide an updated preliminary title commitment, which must cover both the easement area and access for ingress and egress. The preliminary title commitment update must be provided to the designated NRCS contact identified on the attachment to this statement of work within 14 business days of receiving the request from NRCS. In the event of acreage changes, after the completion of the survey, the title commitment must be updated to provide adequate owner’s coverage.

Upon receipt of the updated preliminary title commitment, NRCS will forward the preliminary title commitment and other related documentation to the USDA Office of the General Counsel (OGC) regional attorney for review and Warranty Easement Deed and a preliminary title opinion (PTO). If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which exceptions must be cured.

All original documents to be recorded will be sent to the contractor for recording. If said documents are not recorded in a timely fashion, the contractor must communicate with NRCS and the landowner regarding proper procedures for the landowner to clear exceptions and the contractor will automatically update the title insurance commitment to the recording date of the original documents.

Prior to recording the easement, the contractor must ensure that the following have occurred:

1. No new encumbrances have been recorded against the subject property since the date of the most recent title commitment/binder, no adverse change in title has occurred, and there are no intervening matters affecting title that might result in a new title exception to the policy. If any new encumbrances have been recorded against the subject property or other adverse changes in title have occurred since the date of the most recent title commitment/binder, notify the NRCS technical representative immediately and do not proceed until further instructions are received. The contractor may be required to provide a pro forma title policy or marked up title commitment, or an updated title commitment, to confirm all title requirements will be met at or prior to recording.

2. Receipt and recordation of the Warranty Easement Deed signed by the landowner and NRCS State Conservationist. The contractor is prepared to issue the policy of title insurance referred below.

3. Recordation of all exceptions required to be removed, released, subordinated, waived, or otherwise handled, as required by NRCS and OGC.

4. Compliance with any listed title commitment/binder requirements.

5. Review the Warranty Easement Deed according to the NRCS instructions and ensure the proper names and marital status are correct.

The contractor will direct the register of deeds to return the documents to their office. Within fourteen (14) calendar days of receiving the recorded documents from the register of deeds, the contractor will submit the following to the NRCS State Office:

1. An invoice showing the contractor reimbursable expenses, such as title insurance fees, and recording and overnight shipping costs.

2. The title insurance policy: on ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12)2, with the “United States of America” named as the insured for party in the full amount of the easement compensation amount identified on the Warranty Easement Deed as of the time and date of the recording of the Warranty Easement Deed. Said policy of title insurance must be free and clear of any and all encumbrances to the title except those shown as acceptable by OGC. The final policy should reflect the execution and recording information pertaining to the insured easement, such as:

“30-Year or Perpetual Easement granted by to United States of America, by Warranty Easement Deed dated and recorded in Deed Record pages in the Office of the Recorder of County, The contractor must return the following package to the designated NRCS contact identified on the attachment to this statement of work within 5 business days of receipt of recorded documents from the local land records office:

1. The invoice submitted to the Invoice Processing Platform (IPP) covering the agreed-upon costs incurred for services provided at www.ipp.gov. The contractor will be paid a flat fee

2 For easement acquisitions in Texas, the T-11 U.S. Policy and T-12 U.S. Endorsement may substituted any place the ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12) is mentioned in this document.

http://www.ipp.gov/ for services rendered, including all travel expenses, copy costs, telephone charges, and the like. The contractor must provide documentation for reimbursable expenses, such as title insurance fees and recording costs.

2. Policy of title insurance (original and one copy), ALTA U.S. Policy Form 9-28-91 (Revised 12/3/2012).

3. Recorder’s certified copy of the ACEP-WRE Warranty Easement Deed and a recording receipt

4. Recorder’s certified copies of any curative documents, including subordination agreements.

Upon receipt of the final documents, NRCS will request a final title opinion (FTO) from the OGC. If the FTO identifies issues that were not resolved by the contractor in accordance with the NRCS instructions and OGC PTO requirements, NRCS will notify the contractor of required remedies. If necessary corrections were originally identified in the NRCS requirements such corrections must be done at no additional cost to NRCS and returned to the NRCS technical representative within 14 days of notification of such issue. Upon receipt of an OGC FTO indicating that all NRCS closing instruction and OGC PTO requirements have been met, NRCS will process the contractor’s payment for closing services.

VI. PAYMENT

There will be two payments issued:

1. Payment will occur upon receipt and approval of all deliverables identified above in section V.A. (preliminary title commitment).

2. Payment for recording costs and policy premiums will occur upon receipt and NRCS approval of all deliverables identified in above section V.B. (final approval received from OGC).

NRCS will process the contractor’s payment through the Invoice Processing Platform (IPP at www.ipp.gov) for services rendered.

VII. CONFLICT OF INTEREST

The contractor must process an NRCS easement purchase for a spouse, children, partners, or business associates, and must not have a financial interest in the real estate covered by the proposed easement.

VIII. AUTHORITY

Only the NRCS contracting officers may place orders under this BPA. Any modifications or questions may be directed to the originating contracting officer identified on the signed contract.

IX. NONDISCLOSURE

Work performance required by this statement of work will involve access to potentially sensitive information about governmental and landowner issues. All contractor personnel must comply with the terms of AGAR 452.224-70, “Confidentiality of Information,” as well as provisions of the Privacy Act of 1974, 5 U.S.C. Section 552a. Additionally, the contractor’s employees must comply with the NRCS guidelines and requirements regarding the disclosure of personal information protected under section 1244 of the Food Security Act of 1985, as amended (16 U.S.C. Section 3844), and information protected under section 1619 of the Food, Conservation, and Energy Act of 2008 (Public Law 110-246), 7 U.S.C. Section 8791.

X. CIVIL RIGHTS AND PROGRAM DELIVERY

By signing this agreement, the contractor assures the Department of Agriculture that the program or activities provided for under this agreement will be conducted in compliance with all applicable Federal civil rights laws, rules, regulations, and policies.