Solicitation_-_SF-1449_Foreclosure_Title_Services_FY18.pdf

USDA, RD,

700 W. CAPITOL AVE.,

ROOM 3416

LITTLE ROCK, AR 72201

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

RD-AR-7A22

USDA, RD,

700 W. CAPITOL AVE.,

ROOM 3416

LITTLE ROCK, AR 72201

CODE 16. ADMINISTERED BYCODE

X

X

541191

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED ORRD-AR-7A22

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

02/26/2018

501-301-3222ROBERT CORTEZ

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION b. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION 5. SOLICITATION NUMBER

127A2218Q0005

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 63OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$11.0

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

USDA, RD,

700 W. CAPITOL AVE.,

ROOM 3416

LITTLE ROCK, AR 72201

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

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

Submit your price proposal on Page-5, "5:Description/Specification/PWS"

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

X

XX

31b. NAME OF CONTRACTING OFFICER (Type or print)

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REF.

x x

USDA, RD,

700 W. CAPITOL AVE.,

ROOM 3416

LITTLE ROCK, AR 72201

8. OFFER DUE DATE/LOCAL TIME

03/26/2018/3:30 PM

ROBERT CORTEZ, CONTRACTING OFFICER

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CONTINUATION BLOCK

SECTION B-CONTINUATION OF BLOCK FROM SF-1449:

SECTION 2. BPA SCHEDULE OF SERVICES

(Continuation from Standard Form 1449, block 18A)

A. BLANKET PURCHASE AGREEMENT ADMINISTRATION:

All administration matters will be handled by the following individuals:

a. CONTRACTOR: _______________________________________

b. GOVERNMENT: 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 effective date for this Blanket Purchase Agreement (BPA) will one year from date of award;

ii. Or when the aggregate amount orders made against this BPA reaches $150,000.00;

iii. Or until cancelled by either party with 30 days written notice.

iv. 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.

v. Rates shall be effective from the date of award though the end of the performance period of the Blanket Purchase Agreement.

vi. The vendor shall furnish the services only as required by USDA, Rural Development ordering officials, during the period specified.

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 . Contractor’s not registered in SAM prior to award shall be considered non-responsive.

SECTION 5: DESCRIPTION/SPECIFICATIONS/PERFORMANCE WORK

STATEMENT (PWS)

A. PRICING

Pricing to the USDA, Rural Development shall be as low as or lower than prices charged to the vendor’s most favored customers for comparable quantities under similar terms and conditions in addition to any trade or prompt payment discounts offered. This BPA has a one-year base year, with two (2) one-year options to be exercised at the sole discretion of the Government. Please insert your Fixed-Fee in the space provided below for Title Commitments for the State of Arkansas.

BASE PERIOD:

LINE TYPE OF ACTION FIXED UNIT PRICE PER

INDIVIDUAL ORDER

0001 BASE PERIOD $

OPTION PERIOD ONE:

LINE TYPE OF ACTION FIXED UNIT PRICE PER

INDIVIDUAL ORDER

1001 OPTION PERIOD ONE $

OPTION PERIOD TWO:

LINE TYPE OF ACTION FIXED UNIT PRICE PER

INDIVIDUAL ORDER

2001 OPTION PERIOD TWO $

Note 1:

DUNS Number: ______________________________

TAX ID: ______________________________

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

A. SERVICES REQUIRED

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 5.C.c., Standards (page 7).

http://www.sam.gov/

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 title commitment Call Order is due 15-business days after issuance of the BPA call (Work) Order.

The completion time can 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 2-calendar days of receipt. The call order will be issued on the Standard Form 1449 (SF-1449).

All assignments must contain a Call order/Acceptance Agreement signed. The Contractor cannot begin any foreclosure title 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.

C. DESCRIPTION OF AGREEMENT

a. Objective:

The objective of this contract is to retain a title company (hereinafter the “contractor”) to provide title services in connection with foreclosures without deficiency judgments related to Section 502 (Single Family Housing) debts to the United States of America, United States Department of Agriculture, Rural Development.

The Blanket Purchase Agreement (BPA) Contractor shall provide the personnel, facilities, materials, and technical expertise to provide Title Services. USDA, Rural Development retains the right to determine the cases to be assigned under this agreement, and may elect not to use title services for all cases handled during the term of the agreement.

b. Background:

In order to have a satisfactory foreclosure sale where the property is sold free and clear of the claims of junior lienholders, subsequent transferees and others who may claim some interest in the property it is necessary to conduct a title search. In

Arkansas this title search is done by using a supplemental abstract of title, or a title opinion by an escrow agent or a commitment to insure issued by a title insurance company, and a Uniform Commercial Code lien search.

c. Standards:

The contractor performing title services must be duly licensed under the Arkansas Title Insurance Act and must provide proof thereof.

All title services 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.

Standards include, but are not limited to:

Ark. Code Ann. § 23-103-408, Ark. Code Ann. § 23-103-413, Rule 87, 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).

Violation of applicable laws, regulations or ethical standards, shall be cause for termination of the agreement for default.

d. Foreclosure Title Services:

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

1. Title Commitment with applicable documents is due 15-business days after issuance of the BPA call (Work) Order. Title Commitment should reflect how title is vested, a description of the property involved and a list of the encumbrances or defects that would prevent a transfer of clear title to the property. The Contractor must immediately notify the Ordering Official if unable to meet the delivery schedule indicated in the Call Order and provide an alternate schedule for consideration. Search is to include the following:

• 30 year chain of title or developer forward

• Copy of client’s recorded mortgage and property description

• Copy of any and all assignments of mortgage

• Copy of any and all judgments, liens or other mortgages which affect the property and/or the property owners

• Copy of all current and delinquent tax bills. If unavailable, any documentation of amounts due

• Copy of any title lien statements regarding any mobile homes which may be on the property

• Copy of any UCC filings, such as fixture filings, which affect the real property

• If a judgment lien is filed, obtain a copy of the complaint with that same number

• Copy of any and all marriage certificates pertaining to mortgagor

• Copy of any and all divorce decrees/property settlement statements pertaining to mortgagor

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.

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. 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.

b. 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.

c. 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.

d. 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.

e. 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.

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

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

1. The contractor shall assign to this contract the following key personnel:

Project Manager (if applicable): ____________

Title Agent(s): ___________

Administrative Assistance(s) (if applicable): ______________

2. 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.

3. 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)

g. CALL ORDERS OF CASES THAT ARE PENDING PRIOR TO THE

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.

l. PAYMENT. Contractor shall submit an invoice for actions completed. 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.

F. 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.

The Contractor shall have no claim against the Government for any action taken by USDA subsequent to return of the case.

G. 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

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

H. 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.

a. 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 costs expended for the case pursuant to Section B.5.A.

I. FEDERAL STATE AND LOCAL TAXES

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

J. 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.

K. BILLING INSTRUCTIONS

1. The Contractor shall submit an original itemized invoice for all services completed.

For cases assigned by CSC, the original invoice to be issued to CSC with a copy to the SFHPD. For cases assigned by the SFHPD a copy is not provided to CSC.

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

L. RETURNED INVOICES

Invoices are returned for:

1. Failing to cite a Purchase order number

2. Having other payment discrepancies

3. Unacceptable performance

M. 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.

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.

N. RESTRICTIONS AGAINST DISCLOSURE

1. The Contractor agrees, in the performance of this contract, 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 agree to immediately notify in writing, 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 contract to any persons or individuals 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.

O. 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.

P. 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.

Q. 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.

R. INDIVIDUAL ORDER LIMITATION:

1. The maximum amount on an individual call order shall not exceed $3,000.00.

2. The maximum limit on this 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.

S. Quality Assurance Surveillance Plan (QASP).

The Government Point of Contact (POC) will monitor the Contractor’s compliance with the Performance Work Statement by holding telephone conference call meetings with the Contractor, and/or reviewing title commitment delivery times for acceptable quality levels.

T.14. PERFORMANCE ASSESSMENT:

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

2. The following standards of performance will be monitored:

Requirement Standard Acceptable Quality Level

Title Commitment Delivery

15 -business days

90%

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

4. Submit a corrective action plan.

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

SECTION C Contract clauses –

Section C-1 52.212-4 -- Contract Terms and Conditions -- Commercial Items (Jan 2017)

(a) 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 --

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

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

(b) 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.

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

(d) 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.

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

(f) 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.

(g) 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 otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the

Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the

Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the

Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete.

Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

https://www.acquisition.gov/

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service…