SF1449-_FORECLOSURE_LEGAL_SERVICES_FY_18.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

127A2218Q0004

a. NAME b. TELEPHONE NUMBER (No collect calls)

Robert Cortez, Contracting Officer 501-301-3222

01/19/2018

8. OFFER DUE DATE/

LOCAL TIME

02/09/2018 3:30 pm

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100% FOR:

USDA Rural Development SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

700 W. Capitol Ave. Room 3416 Little Rock, AR 72201

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

SMALL BUSINESS PROGRAM

EDWOSB

8 (A)

NAICS:

541110

SIZE STANDARD:

$11M

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE rd-ar-7a22 16. ADMINISTERED BY CODE rd-ar-7a22 USDA Rural Development (RD-AR-7A22) 700 W Capitol Ave, Room 3416, Little Rock, AR 72201

USDA Rural Development (RD-AR-7A22) 700 W Capitol Ave, Room 3416, Little Rock, AR 72201

17a. CONTRACTOR/

OFFEROR

CODE FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

USDA Rural Development (RD-AR-7A22) 700 W Capitol Ave, Room 3416, Little Rock, AR 72201

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

The contractor shall provide single family housing foreclosure legal services in accordance with the terms and conditions of this Blanket Purchase Agreement (BPA) for the US Department of Agriculture Rural Development, Arkansas State.

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

SUBMIT YOUR PRICE PROPOSAL ON PAGE-4,

"SECTION 5. DESCRIPTION /SPECIFICATION/PWS"

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

To be determined by individual orders placed against the BPA.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

Robert Cortez, Contracting Officer

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL FINAL

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE 42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

CONTINUATION BLOCK

SECTION 2. BPA SCHEDULE OF SERVICES

(Continuation from Standard Form 1449, block 18A)

A. Blanket Purchase Agreement (BPA) Administration:

All administration matters will be handled by the following individuals:

a. CONTRACTOR: ____________________________________

b. GOVERNMENT: Robert Cortez

Contracting Officer USDA Rural Development 700 W Capitol Ave. Room 3416 Little Rock, AR 72201

B. CONTRACTOR REMITTANCE ADDRESS:

All payments by the Government to the contractor should be processed from the following address:

SEE SF-1449 BLOCK 18a.

C. TERM OF BLANKET PURCHASE AGREEMENT (BPA):

i. The term of the BPA is for 1- year from date of award.

SECTION 3. SPECIAL BPA REQUIREMENTS

A. SERVICES:

a. The services specified in the Sections entitled Schedule of Supplies/Services and Special Contract Requirements may be changed by written modification to this contract. The modification will be prepared by the Contracting Officer.

B. WORK HOURS:

a. The services covered by this contract shall be furnished by the contractor as defined herein.

The contractor will not be required, except in case of emergency, to furnish such services during off-duty hours as described below.

b. The following terms have the following meanings:

(1) Work hours: Monday through Friday, 8:00 a.m. - 4:30 p.m.

(2) National Holidays: The 10 holidays observed by the Federal Government are:

New Year’s Day Martin Luther King’s Birthday Presidents Day Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Christmas and any other day specifically declared by the President of the United States to be a national holiday.

(3) Off-Duty hours: Friday through Monday, 4:30 p.m. - 8:00 a.m.

C. PERSONNEL POLICY:

The contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the contractor shall provide the following for these personnel:

- workers compensation

- professional liability insurance

- health examinations

- income tax withholding, and

- social security payments.

The parties agree that the contractor, its employees, agents and subcontractors shall not be considered RD employees for any purpose.

SECTION 4. SYSTEM OF AWARD MANAGEMENT (SAM)

Registration to the System of Award Management (SAM) is mandatory. Registration for SAM can be made at http://www.sam.gov . It is required that all contractors be registered and valid in the SAM database prior to the close date of this solicitation.

SECTION 5. DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK

STATEMENT (PWS)

A. Description Qty Unit of Issue Total Cost

1. Judicial Foreclosure Service, 1 Fixed-Fee $_____________ firm-fixed-price includes: attorney fees;

separate fee for title search, title search updates, travel, telephone, or mailing expenses; or personnel, equipment or office space costs.

Note 1:

DUNS Number: ______________________________

TAX ID: ______________________________

http://www.sam.gov/

Note 2:

NAICS CODE for this BPA is 541110. Contractors shall verify that their SAM registration includes NAICS Code 541110. BPA cannot be awarded to a Contractor that does not have NAICS Code 541110 in their SAM registration.

SECTION 6. Performance Work Statement (PWS): Judicial Foreclosure Legal Services

A. SERVICES REQUIRED

a. Placement of Orders

i. Individual Call Orders will be placed on a rotational basis with all BPA holders.

ii. Contractor will not be considered for award if they do not meet Section C.4, Standards

iii. Required registration: Contractors/individuals providing legal services to USDA RD must have an active registration in the System for Award Management (SAM).

Information and registration requirements for SAM can be found at www.SAM.gov.

iv. Contractor will not be considered for award if their license, insurance, or SAM registration has expired.

b. Delivery:

i. The completion time for each judicial foreclosure Call Order is 12-months after receipt of order (ARO).

The completion time can only be changed by a written contract modification. The Contractor will work with the Contracting Officer’s Representative (COR) to determine the need for a time extension and the COR will forward the time extension request to the Contracting Officer for approval. Time extension request shall be submitted prior to the expiration date of the Call Order.

B. ASSIGNMENT OF CASE

Each Call Order submitted and accepted by the Contractor shall be acknowledged in writing to the Contracting Officer within 5-calendar days of receipt. The Call Order will be issued on the Standard Form 1449 (SF-1449).

All assignments must contain a signed Call Order/Acceptance Agreement. The Contractor cannot begin any foreclosure services without a fully signed Call Order.

Contractor shall furnish all necessary personnel, materials, equipment, services, facilities, and otherwise do all things necessary to provide the judicial foreclosure services required.

http://www.sam.gov/

C. DESCRIPTION OF AGREEMENT

C.1 Objective:

The objective of this contract is to retain a private attorney or law firm (hereinafter called "Contractor") to provide legal services for a judicial foreclosure, related to Section 502 (Single Family Housing) debts to the United States of America, acting through the Rural Development, United States Department of Agriculture (USDA). These services shall be performed on cases throughout the State of Arkansas, in compliance with Arkansas State Laws. All suits will be filed in the State Court for the county where the security property is located unless specifically directed otherwise in writing by the Contracting Officer

(CO).

The government intends to award a multiple award Blanket Purchase Agreement (BPA) as a result of this solicitation. The BPA holder shall provide the personnel, facilities, materials, and technical expertise to provide judicial foreclosures or related services to recover possession of real estate in accordance with Section 502 (Single Family Housing) of the Housing Act of 1949 [42 U.S.C. 1480(d)]. USDA, Rural Development retains the right to determine the cases to be assigned under this agreement, and may elect not to use legal services for all cases handled during the term of the agreement.

C.2 Background:

Section 1045 of the Stewart B. McKinney Homeless Assistance Act of 1988 amended Section 510(d) of the Housing Act of 1949 [42 U.S.C. 1480(d)] to provide the Secretary of Agriculture, in the prosecution or defense of any litigation under Section 502, the discretion to use the services of U. S. Attorneys, the USDA Office of the General Counsel, or any other attorney with whom the Secretary enters into a contract, upon determining that the attorney will provide competent and cost-effective representation for Rural Development. Section 502 loans are generally secured by first mortgages on modest dwellings located on non-farm tracts of one acre or less. In some instances, Rural Development also holds subsequent mortgages on the security, usually without intervening liens.

C.3 Scope:

The Contractor shall provide all legal and related services, including title search update, in connection with each assigned case to complete the foreclosure. The Contractor shall handle all litigation through the State Court system for the county in which the Rural Development security or inventory property is located unless specifically directed otherwise in writing by the CO. The Contractor will notify the Contracting Officer’s Representative (COR) within 5 days of becoming aware of an answer or counter claim asserted against the United States, and provide a copy of the pleadings, and documents that relate to the challenge or counterclaim, after which the Contractor will take no further action until instructed by the COR.

C.4 Standards:

All litigation, enforcement, and collection actions on the part of the Contractor shall be in compliance and consistent with all Federal, State, and local statutes, regulations, and ethical standards which apply to the liquidation of loan security and collection of debts.

These include, but are not limited to:

The Privacy Act of 1974, as amended (5 U.S.C. 552a); the Fair Debt Collection Practices Act (15 U.S. C. 1692 et seq.); the Debt Collection Act of 1982, as amended (P.L. 97- 365); the American Bar Association Model Rules of Professional Responsibility (1983);

the Debt Collection Improvement Act of 1996; and AB 2246, Disposal Requirements for Consumer Records held by Title Companies (Jan. 2001). The Contractor performing legal services must be duly licensed to practice law and in good standings with the Arkansas Supreme Court. Contractor must provide proof thereof. These statutes and standards, as well as other applicable Federal and State laws and regulations pertaining to the Government as a whole are incorporated by reference into this Agreement. Violation of applicable law, regulation or ethical standards shall be cause for termination of the agreement for default.

C.5 Description of Services to be Provided:

a. Judicial Foreclosure:

The Contractor shall complete the following items in each case unless instructed to stop work by the SFHPD, CSC Foreclosure Representative or Contracting Officer:

Within 15 working days after assignment of a case for judicial foreclosure, the contractor shall commence legal action to foreclose and bring the security property to public sale in the minimum time permitted by State law. (Where State law permits, all foreclosure sales will be subject to any outstanding prior liens including real estate taxes and assessments.) Contractor shall provide the SFHPD and CSC Foreclosure Representative copies of all foreclosure documentation within 5 days after filing.

NOTE: Multiple Agency Interest – If the foreclosure action, or title search, or any other information available to the Contractor reveals an interest in the borrower’s property by any Federal Agency, other than the client agency that referred the debt to the Contractor, or an interest of the client agency, other than the interest being foreclosed upon, such as a junior lien, the Contractor shall immediately notify the SFHPD and CSC Foreclosure Representative and seek advice on how to proceed. The Contractor shall receive complete instructions and legal documents from the SFHPD and CSC Foreclosure Representative.

As soon as judgment is obtained, a copy of the judgment order will be delivered to the SFHPD and CSC Foreclosure Representative. As soon as the foreclosure sale date is determined, the Contractor shall notify the SFHPD and CSC Foreclosure Representative. The SFHPD and CSC Foreclosure Representative will determine USDA Rural Development’s bid, and notify the Contractor at least 24 hours prior to the sale. The Contractor shall enter the bid on behalf of USDA Rural Development when no other party has entered a bid or at the point in the bidding necessary to prevent the security property from being sold for less than USDA Rural Development’s bid amount.

A foreclosure shall be considered completed under this agreement:

(1) If the Government was the purchaser and the recorded deed and title insurance policy from a reputable title insurance company insuring that USDA, Rural Development holds a valid title to the property are provided to USDA, Rural Development SFHPD or representative by the Contractor. A copy of the recorded deed and title policy to be provided to CSC Foreclosure Representative.

NOTE: In foreclosure actions where the Government was the purchaser, the Contractor shall provide a title insurance policy from a reputable title insurance company insuring that USDA, Rural Development holds a valid title to the property. If any title defect is later discovered for property acquired by the Government that resulted from any error or omission on the part of the Contractor, or its subcontractors, the Contractor should correct the defect without additional costs to the Government. The Contractor shall not be responsible for any title defect that existed prior to the creation of USDA’s lien or failure of USDA, Rural Development to obtain a valid lien prior to assignment to the Contractor, or

(2) If the Government was not the purchaser and all funds due USDA, Rural

Development have been delivered, the deed has been provided to purchaser and the report on the sale, including name and address of the purchaser, is provided USDA, Rural Development by the Contractor.

NOTE: Third party purchasers shall pay a minimum 10% of the purchase price on the day of the sale with the balance of the purchase price being paid within 90 days from the date of the foreclosure sale. No billing for foreclosure services, including reimbursable costs, shall be rendered prior to delivery of the deed and certification of title to the purchaser, and the report on the sale to USDA, Rural Development.

The Contractor shall request that payment of any amounts due USDA, Rural Development through foreclosure be drawn payable to USDA, Rural Development and sent to the Contractor for delivery to USDA, Rural Development. If such payments are drawn payable to the Contractor, the Contractor shall endorse the item to the USDA, Rural Development before remitting to the SFHPD or CSC Foreclosure Representative. The Contractor shall make no deduction from such payments for fees that may be due the Contractor.

The Contractor shall send or deliver all such payments to USDA, Rural Development within one (1) business day after receipt.

In all judicial foreclosure actions, the Contractor shall provide USDA, Rural Development with certification and supporting documentation, within 30 days after the foreclosure is considered complete, that the foreclosure was completed in accordance with State law. The Contractor shall certify to USDA, Rural Development that sufficient action has been taken to provide the purchaser at the foreclosure sale with good marketable title to the property.

Additionally, the contractor shall:

-Notify the COR if there are any IRS liens recorded on the property after the litigation guarantee was issued.

-Proofread advertisement when it first appears, and immediately notify the COR if advertisement is in error. If there is an error, no cost shall be charged to the government.

-As soon as a Complaint is filed and a Lis Pendens is filed, please forward a copy to the COR. Also, as soon as judgment is obtained, forward a copy of the judgment order to the COR as well. As soon as the foreclosure sale date is determined, the Contractor shall notify the COR.

b. Recovering Possession:

When directed by the SFHPD, the Contractor shall take the necessary action, pursuant to applicable State law, to recover possession of property which USDA, Rural Development has acquired. This action is considered complete when the property is vacated, secured and the keys are delivered to the local USDA, Rural Development office.

c. Bankruptcy After Assignment:

The Contractor will be involved with bankruptcy only when the borrower files a petition after the account has been accelerated and the case has been assigned for foreclosure action. The Contractor will immediately advise USDA Rural Development when he/she becomes aware of bankruptcy on assigned cases; and, if USDA Rural Development receives notice relative to cases assigned to the Contractor, USDA Rural Development will immediately notify the Contractor.

These notifications are to be by telephone and followed up in writing. The SFHPD and CSC Foreclosure Representative will advise the Contractor whether USDA Rural Development wishes to object to a proposed bankruptcy plan or petition for lifting of an automatic stay in order to continue litigation. The Contractor shall prepare and file all required documents within the time frame necessary to protect the security interest of USDA Rural Development or take other action as requested. The Contractor is authorized to represent USDA Rural Development at hearings when necessary to execute proofs of claim or other bankruptcy related documents on behalf of USDA Rural Development as Agent.

USDA Rural Development, through the SFHPD and CSC Foreclosure Representative, will provide the Contractor with account balances and other information for completing documents. A bankruptcy action is deemed to be complete when the case is closed or dismissed by the Bankruptcy Court or the automatic stay is lifted.

C.6 Return of Cases to Rural Development and Effect on Fee

USDA, Rural Development reserves the right to reclaim a case for any reason. All cases returned to USDA, Rural Development should be mailed or delivered to the SFHPD and CSC Foreclosure Representative, along with all documents and all pertinent records of Contractor activities. When a case is returned to USDA, Rural Development, upon written request of the SFHPD and CSC Foreclosure Representative, the Contractor shall only be entitled to payment for actual expenses (such as reimbursement for filing fees or other allowable costs, plus a pro-rata portion of the flat fee agreed upon under this BPA.

The pro-rata table is as follows: (A) after assignment but before filing; (20%), (B) after filing complaint but before Judgment 40%, (C) after Judgment but before sale date, 75% up to the date of the request for return. The Contractor shall have no claim against the Government for any action taken by USDA or a U.S. Attorney subsequent to return of the case.

C.7 Cases Pending at Contract Expiration of this BPA:

Call orders of cases which have been awarded to the Contractor prior to the expiration date of this BPA, shall be completed within the terms and conditions of the BPA. Where enforcement of a judgment involves garnishment or collection of periodic payments, the Contractor shall continue to receive and transmit to Rural Development such payments until full collection has been made.

Contractor shall submit an invoice for actions completed, including associated costs. The amount due the Contractor shall be paid within 30-days after receipt of invoice by Rural Development pursuant to the Prompt Payment Act of 1982, provided the documentation supports the actions and there is no discrepancy in the invoice.

C.8 Performance Requirement Summary (PRS):

The Government will monitor the Contractor’s compliance with the Performance Work Statement as indicated in the Quality Assurance Surveillance Plan.

The following standards of performance will be monitored:

Requirement Standard Acceptable Quality Level

Quarterly Progress Report, Section 6.D.a.3.

Quarterly Reports due:

By the 5th day of October By the 5th day of January By the 5th day of April By the 5th July of July

100%

Foreclosure assignment completion time. Section 6.A.b.i

12-months after receipt of order

90%

Not meeting the Acceptable Quality Level shall require the contractor to correct their deficiencies at no additional cost to the Government.

Submit a corrective action plan.

BPA may be terminated if Contractor fails to comply with the requirements of this BPA.

The QASP specifies the roles, responsibilities and methods of parties responsible for performance and evaluation of performance requirements listed in the Performance Requirements Summary.

D. ADMINISTRATION DATA

a. DESIGNATION OF AUTHORIZED GOVERNMENT REPRESENTATIVE

The Contracting Officer hereby designates the below named individual(s) as the Contracting Officer’s Representative (COR):

Name: PAM FLEHARTY Address: USDA, Rural Development 700 W Capitol Ave. Room 3416 Little Rock, AR 72201

Phone: (501) 301-3241 Fax: (855) 747-7799

1. The COR will act as the Contracting Officer’s representative for technical matters, providing technical direction and discussion as necessary with respect to the specification or Performance Work Statement, and monitoring the progress and quality of contractor performance. The representative is not an Administrative Contracting Officer and does not have the authority to take any action, either directly or indirectly that would change the pricing, quantity, quality, place of performance, delivery schedule, or any other terms and conditions of the contract. Nor does the representative have the authority to direct the accomplishment of any effort which goes beyond the scope of the Performance Work Statement in the contract.

2. When, in the opinion of the Contractor, the Government Representative requests effort outside the existing scope of the contract, the Contractor shall promptly notify the Contracting Officer in writing. The Contractor shall take on action under such direction until the Contracting Officer has issued a modification to the contract or has otherwise resolved the issue.

3. The COR will be monitoring foreclosure progress. The contractor will provide a quarterly progress report to the COR as stated above in Section C.8. A discussion will be held with the contractor to discuss the format of the quarterly progress report.

b. THE CONTRACTING OFFICER DESIGNATED FOR THIS REQUIREMENT IS:

Name: Robert Cortez Address: USDA, RURAL DEVELOPMENT 700 W Capitol Ave Room 3416 Little Rock, AR 72201 Phone: (501) 301-3222 Fax: (855) 747-7797

Alternate Contracting Officer:

Name: Rosalind Davis Address: USDA, RURAL DEVELOPMENT 700 W Capitol Ave Room 3416 Little Rock, AR 72201 Phone: (501) 301-3221 Fax: (855) 747-7797

E. SPECIAL REQUIREMENTS

a. RESTRICTIONS AGAINST DISCLOSURE (FEB 1988) (AGAR 452.237-75)

1. The Contractor agrees, in the performance of this BPA, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a "need to know" basis. The Contractor agrees to immediately notify in writing to the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

2. The Contractor agrees not to disclose any information concerning the work under this

BPA to any persons or individual unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

3. During the period of this contract, the Contractor may be given access to information of a privileged nature. The Contractor shall not disclose or cause to be disclosed such information at any time during or after the term of this contract and further shall not use the information for any purpose other than making and /or servicing loans for

RHS.

b. CONFLICT OF INTEREST

1. The Contractor shall be bound by Section 1.7 of the American Bar Association Model Rules of Professional Responsibility (1983) dealing with conflicts of interest. The Contractor, and any of their subcontractors shall not, personally or through a third party, buy an USA financed or acquired property covered by this agreement. It shall be the responsibility of the Contractor to determine if representing the Government in any case assigned could or would be a conflict of interest or have the appearance of a conflict of interest. If a particular case assigned poses such a conflict or perceived conflict, the case shall be returned to the SFHPD prior to initiation of any action.

c. ORGANIZATIONAL CONFLICTS OF INTEREST (USDA 452.209-70) (FEB 1988)

1. The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

2. The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor proposes to avoid, mitigate, or neutralize the actual or potential conflict.

No foreclosure action will be initiated until a decision is made regarding resolution of the potential conflict. The Contractor and any of their sub-Contractors shall not, personally or through a third party, buy a USDA financed or acquired property covered by this agreement.

3. Remedies - The Government may terminate this BPA or Call Order for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and either did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the Call Order for default, debar the Contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

4. The Contractor further agrees to insert provisions which shall conform substantially to the language of this clause, including this paragraph (d), in any subcontract or consultant agreement hereunder.

d. INSURANCE AND BONDING

1. Within 30 days from acceptance of this agreement, the Contractor shall present evidence of professional liability insurance coverage for errors and omissions in accordance with local and state government requirements for each individual in the firm who will have access to proceeds from the legal actions under this agreement.

e. LEGAL CONSULTATION.

The state office staff of the Housing Program Division (HPD), in consultation with the Office of General Counsel (OGC) will be the contact for the Contractor for any legal consultation necessary in connection with cases assigned under this BPA. The primary contact person is:

Pam Fleharty 700 W Capitol Ave. Room 3416 Little Rock, AR 72201 Phone: (501) 301-3241 Fax: (855) 747-7799 RA.RD.ARLit.efax7799@AR.usda.gov

Issues of a legal nature will be submitted to the HPD who will then work with OGC to provide the Contractor with a final opinion if warranted.

f. RECORDS OF CONTRACTOR ACTIVITY.

The Contractor shall maintain detailed records of all activities under this contract in a manner, which describes the efforts of the Contractor accurately to effect the action for which the case was assigned. The Contractor shall make such records available for inspection by Rural Development, OGC, or Government auditing agency(ies) upon request. The Contractor shall provide the COR with copies of complaints and lis pendens as they are filed.

mailto:RA.RD.ARLit.efax7799@AR.usda.gov

g. CONFIDENTIALITY OF RECORDS.

All case files and other information related to assigned cases shall be considered a system of records within the meaning of the Privacy Act and the Contractor shall institute safeguards required by that Act.

The Contractor shall take all necessary steps to maintain and ensure the confidentiality of the information contained in each file and to protect against unwarranted disclosure of any such information.

h. KEY PERSONNEL (AGAR 452.237-74) (FEB 1988)

(a) The contractor shall assign to this contract the following key personnel:

Project Manager (if applicable): ____________

Attorney(s)/Lawyer(s): ___________

Paralegal (if applicable): ____________

Administrative Assistance (if applicable): ______________

(b) During the first ninety (90) days of performance, the contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death or termination of employment. The contractor shall notify the CO within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the contractor shall submit the information required by paragraph (c) to the CO at least 15 days prior to making any permanent substitutions.

(c) The contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the CO. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The CO will notify the contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

(END OF CLAUSE)

i. LIENS HELD BY OTHER FEDERAL AGENCIES.

If the title update reveals a lien to another federal agency--such as Internal Revenue Service (IRS) or Housing and Urban Development (HUD), etc. --the Contractor must notify Rural Development before filing suit, so negotiation can take place between Rural Development and such agencies. It is inappropriate for the United States to name the United States or any agency of the United States as a defendant in a suit.

F. INVOICES (USDA 452.232-72) (APR 1984)

1. Invoices shall be submitted in arrears.

a. The final invoice is due at the completion of the contract, or at the time the contract was terminated, and include final fee amount.

2. GOVERNMENT INVOICE ADDRESS:

All invoices from the contractor shall be e-mailed to the following address:

USDA-RURAL DEVELOPMENT

Attn: Pamela Fleharty 700 W. Capitol, Room 3416 Little Rock, AR 72201 Phone: 501-301-3235 ra.rd.arlit.efax7799@ar.usda.gov

AND

Foreclosure Representative USDA, Rural Development 4300 Goodfellow Blvd Bldg. 105F, FC 215 St Louis MO 63120 csc.fi@stl.usda.gov

3. To constitute a proper invoice, the invoice must include the following information and/or attached documentation:

(a) Name of the business concern, invoice number and invoice date

(b) Purchase Order Number

(c) Description, price, and services actually delivered or rendered

(d) All payments by the Government under this BPA shall be made by Electronic Funds Transfer (EFT) using the EFT information contained in the System of Award Management (SAM) registration, per FAR 52.232- 33.

(e) Name (where practicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent

(f) Invoice must show cumulative charges and credits made on the contract to date mailto:ra.rd.arlit.efax7799@ar.usda.gov mailto:csc.fi@stl.usda.gov

(g) Certification

4. To assist the Government in making timely payments, the Contractor is requested to furnish the following additional information either on the invoice or on an attachment to the invoice:

a. Name of the borrowers for which services are being billed.

b. For final payment, invoices must be identified as “Final Payment” request

c. The CO will issue a Release of Claim form for your signature.

G. PRICE SCHEDULE & CERTIFICATIONS

1. Pricing shall be as low as or lower than pricing offered to the most favored customer for comparable services under similar terms and conditions in addition to any trade or prompt payment discounts offered.

2. This BPA is based on a flat fee for the type action and reimbursement for associated costs advanced by the Contractor.

a. Judicial Foreclosure Service Fee includes: attorney fees; separate fee for title search, title search updates, travel, telephone, or mailing expenses; or personnel, equipment or office space costs.

b. ASSOCIATED COSTS: Rural Development shall reimburse the Contractor for actual costs advanced by the Contractor, which are necessary to effect the legal actions under this BPA. Reimbursement in connection with each action is payable upon completion of the action; or if action is not completed through no fault of the Contractor, upon return of the incomplete case to Rural Development. All invoices for completed actions shall be fully documented by the Contractor and shall identify the borrower with which the expenditure is connected.

c. Associated items include filing fees; recording fees; court costs; advertising expenses; fees for document service where required by law; sheriff’s, marshal’s, constable’s or other similar official’s fees; costs of title insurance when required by the Contracting Officer; and other customary costs requisite to the litigation or judgment enforcement under this agreement. Associated items DO NOT include the following which are in the Contractor’s basic fee:

attorney fees; separate fee for title search/update; travel, telephone, or mailing expenses; or personnel, equipment or office space costs.

d. For cumulative cost exceeding $3,000.00, the Contractor must obtain prior written approval from the Contracting Officer before incurring the cost.

3. When Rural Development reclaims a case, Rural Development shall reimburse Contractor for actual Associated Costs expended for the case pursuant to Section B.5.

H. FEDERAL STATE AND LOCAL TAXES

Unless specifically exempted, the prices quoted shall include all federal, state, and local taxes.

I. INSPECTION AND ACCEPTANCE

Inspection and acceptance will be at destination. Payment on invoices received will be made only after the services has been reviewed USDA-Rural Development and determined that the services has been completed in accordance with the specifications of this agreement.

J. BILLING INSTRUCTIONS

1. The Contractor shall submit an original itemized invoice with the delivery of the completed actions, including associated costs.

2. Invoices shall be rejected if services were not performed. The Contractor’s billing name must agree with the Contractor’s name on the BPA. Invoices for contractors other than the awarded contractor will not be paid. E-mail invoices to the COR.

3. Inquiries relating to payment may be directed to the COR at:

USDA, Rural Development Pam Fleharty 700 W Capitol Ave. Room 3416 Little Rock, AR 72201

(501) 301-3241 e-mail: pam.fleharty@ar.usda.gov

K. RETURNED INVOICES

Invoices are returned for:

1. Failing to cite a Purchase order number

2. Having other payment discrepancies

3. Unacceptable performance

L. CONDUCT

1. During the course of this contract, the contractor will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The Contractor will not engage in other employment which is incompatible with the duties of this contract.

The Contractor will not, directly or indirectly, engage in financial transactions of any kind of business dealing relying on information obtained through the performance of this contract. The Contractor will not have a direct or indirect financial or other interest that conflicts, or appears to conflict, with its responsibilities and duties under this contract.

2. The Contractor shall be liable for any loss from or injury to, any property resulting solely from the Contractor’s negligence and/or failure to perform the foreclosure services provided for herein.

mailto:pam.fleharty@ar.usda.gov

3. The Contractor waives, releases, and discharges the Government from any and all claims, demands, and causes for action for damages to person(s)/or property which may arise in any manner incident to the execution of this purchase order, except his/her rightful claim for payment or compensation, as provided herein.

4. The Contractor shall obtain the services of qualified employees in all instances, and the Contractor is responsible for actions or omissions of employees in performance of work under this purchase order. The Contractor shall not commit, nor permit others to commit, any waste or unlawful acts or nuisances upon property assigned.

5. Section (m) of the Privacy Act (5 USC 552a) requires that any Federal agency contracting for the operation of a system of records to accomplish an agency function shall cause the requirements of that Section to be applied to such system. Therefore, in order to comply with Section (m), all work resulting from this solicitation shall be subject to the terms and conditions of the Privacy Act (5 USC 552a). Prospective Contractor, by submitting quotations under this solicitation hereby acknowledge and agree to comply with the terms and conditions of the Privacy Act.

6. Furnish sufficient labor, materials, transportation, equipment, operating supplies, and incidentals to complete the work as specified in each order.

7. Perform all services in a professional manner, using due professional care in all counties affected by each specific order in Arkansas.

8. Provide a sufficient number of qualified personnel and, in a timely fashion, perform the services according to the delivery schedule specified in each order.

9. Not remove, replace, or otherwise reassign any personnel without prior approval of the Government, unless such person’s employment with the Contractor was terminated by the employee of the Contractor, or for any other lawful cause for cessation of employment. The Government reserves the right to pre-approve assignment of each original and any replacement staff proposed by the contractor.

10. In the event of the assignment of an unqualified individual to an order, the Contractor acknowledges and agrees that it shall promptly remove such personnel and that the Government will not incur additional cost due to the replacement of the individual.

Further, the Contractor shall bear all cost related to training and educating any individuals to perform services under this BPA.

11. All work shall be performed by, or under the direct supervision of the Contractor. All work performed by others must be reviewed and approved by the Contractor prior to submission of the required documents to the Government.

12. Request deviations from the specifications of this BPA in writing. Approval or disapproval of these requests will be in writing from the Contracting Officer.

M. BLANKET PURCHASE AGREEMENT TERMINATION:

The BPA can be terminated by either party with 30 days written notice. In the event of termination, delivery or performance of outstanding orders may continue for a period of 30 days, after which time any remaining items will be considered cancelled.

N. EXTENT OF OBLIGATION:

USDA, Rural Development is obligated only to the extent of authorized purchases actually made under the BPA. USDA, Rural Development is not obligated to place any orders with the vendor under this BPA. The vendor is not obligated to accept orders under this BPA. However, if the vendor accepts an order, he/she is obligated to provide the services/end products under the terms and conditions of this agreement.

O. BASIS FOR BLANKET PURCHASE AGREEMENT AWARD:

1. The Government intends to evaluate offers and may award a BPA without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical offer.

2. The Government reserves the right to conduct clarification or discussions with firms, if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

3. Multiple awards. The Government reserves the right to make multiple awards to qualified contractor(s) offering the lowest prices.

P. INDIVIDUAL ORDER LIMITATION:

1. Any specific cost exceeding $500, or for the cumulative cost exceeding $3,000 for any one Call Order, the Contractor must obtain prior written approval from the Contracting Officer (CO) before incurring the cost.

2. The maximum limit on an individual Blanket Purchase Agreement is $150,000.00.

3. Each Call Order shall be limited to the amount specified above. Orders in excess of this amount shall not be honored or accepted by the BPA holder. Failure to comply with this provision may result in termination of the BPA.

SECTION C Contract clauses –

Section C-1

52.212-4 -- Contract Terms and Conditions -- Commercial Items (Jan 2017)

Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights --

(a) Within a reasonable time after the defect was discovered or should have been discovered; and

(b) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(1) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices.

An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer— System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer— Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT. (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has…