S01 RFQ Kansas Title Services Amend 0002.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS)

Kansas

Preliminary Title Search, Title Commitment, & Closing Services for Agricultural Conservation Easement Programs

RFQ: 12FPC125Q0003

Amendment 0002

FOR SOLICITATION INFORMATION: Brantt Lindsey Contracting Officer Brantt.Lindsey@usda.gov Phone: 816-610-1191

Julie Gavin Contract Specialist Julie.Gavin@usda.gov Phone: 605-858-6727

QUESTIONS DUE: December 18, 2024

10:00 AM CT

QUOTE DUE DATE/LOCAL TIME: January 10, 2025

10:00 AM CT

mailto:Brantt.Lindsey@usda.gov mailto:Julie.Gavin@usda.gov

A Solicitation/Contract Form

A.1 SF 1449 – to be provided upon award

A.2 Department/Agency

A.2.1 United States Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS)

A.3 Contracting Office

A.3.1 Farm Production and Conservation (FPAC)

A.3.2 Business Center Acquisition Division

A.3.3 Operations Branch – Central Section

A.4 Contracting Officer/ Contract Specialist

A.4.1 Contracting Officer:

Brantt Lindsey Brantt.Lindsey@usda.gov 816-610-1191

A.4.2 Contract Specialist:

Julie Gavin Julie.Gavin@usda.gov 605-858-6727

A.4.3 Contracting Officer is only individual who can legally commit or obligate Government for expenditure of public funds. Only contracting officer has authority to: (1) increase or decrease award amount; (2) direct or negotiate any changes; (3) modify or extend period of performance; (4) change schedule of completion; (5) authorize payment under order; (6) otherwise modify any terms or conditions of this Contract.

A.5 Program Office

A.5.1 Natural Resources Conservation Service (NRCS) Kansas State Office

A.5.2 Government Points of Contact:

A.5.2.1 David Driscoll Easement Program Coordinator Natural Resources Conservation Service 760 South Broadway Salina, Kansas 67401 David.Driscoll@usda.gov, 785-714-0565

A.5.3 Government Contracting Officer Representative (COR) mailto:Brantt.Lindsey@usda.gov mailto:Julie.Gavin@usda.gov mailto:David.Driscoll@usda.gov

A.5.3.1 Dean Krehbiel State Resource Conservationist Natural Resources Conservation Service 760 South Broadway Salina, Kansas 67401 Dean.Krehbiel@usda.gov

A.5.4 Program office point of contact will act as liaison to coordinate activities between Contractor and Contracting Officer, as required, in performance of work under this agreement. Program office point of contact has authority to provide technical clarification of contract requirements but does not have authority to modify any contract provisions, including, without limitation, changing scope of work, cost/price thereof, or performance delivery schedule(s) therefore. Technical clarification will be issued in writing within 5 (five) business days after verbal issuance.

End of Section mailto:Dean.Krehbiel@usda.gov

B SF 1449 Services/Supplies and Prices/Costs

B.1 Contract Type

B.1.1 Blanket Purchase Agreement (BPA)

B.1.1.1 BPA will include five (5) years of performance with pricing established in one (1) year increments.

B.1.1.2 BPA Calls will be established as Firm Fixed Price Awards based on pricing established in BPA.

B.1.2 LINE ITEMS

B.1.2.1 Following is a list of items that may be purchased under Orders/Calls issued against this Blanket Purchase Agreement (BPA).

CLIN Supply/Service Unit Qty Unit Price Total Estimate/Year 0001 Preliminary Title Search EA 9 $ - 0002 Title Commitment EA 9 $ - 0003 Closing Services EA 6 $ -

$0.00

CLIN Supply/Service Unit Qty Price/Unit Total Estimate/Year 1001 Preliminary Title Search EA 9 $ - 1002 Title Commitment EA 5 $ - 1003 Closing Services EA 6 $ -

$0.00

CLIN Supply/Service Unit Qty Price/Unit Total Estimate/Year 2001 Preliminary Title Search EA 9 $ - 2002 Title Commitment EA 6 $ - 2003 Closing Services EA 6 $ -

$0.00

CLIN Supply/Service Unit Qty Price/Unit Total Estimate/Year 3001 Preliminary Title Search EA 9 $ - 3002 Title Commitment EA 6 $ - 3003 Closing Services EA 6 $ -

$0.00

Year 3: January 15, 2027 - January 14, 2028

Estimated Total for Year 3:

Year 4: January 15, 2028 - January 14, 2029

Estimated Total for Year 4:

Year 1: January 15, 2025 - January 14, 2026

Estimated Total for Year 1:

Year 2: January 15, 2026 - January 14, 2027

Total for Year 2:

B.1.2.2 Dates listed above are approximate. Exact dates and rates will be provided at award.

B.1.2.3 As a Firm Fixed Price Requirement, pricing within an offeror’s quotation shall reflect cost to provide complete Preliminary Title Search, Title, Commitment, and/or Closing Services. Costs include any fees and Government discounts granted.

B.1.2.4 Preliminary Title Search, Title, Commitment, and Closing Services are provided in Statement of Work (Section C).

End of Section

CLIN Supply/Service Unit Qty Price/Unit Total Estimate/Year 4001 Preliminary Title Search EA 9 $ - 4002 Title Commitment EA 6 $ - 4003 Closing Services EA 6 $ -

$0.00

$0.00Estimated Grand Total for BPA:

Year 5: January 15, 2029 - January 14, 2030

Estimated Total for Year 5:

C Statement of Work

C.1 INTRODUCTION

C.1.1 Objective

C.1.1.1 To obtain a title search, title commitment, post survey updates, final title policy, or closing services for acquisitions of conservation easements on behalf of United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA), pursuant to Title II of the Agricultural Act of 2014 (Public Law 113-79).

C.1.2 Background

C.1.2.1 Agricultural Conservation Easement Program (ACEP) - Wetland Reserve Easements (WRE) authorizes acquisition of easement rights from willing landowners for purpose of restoring and protecting wetlands and associated upland and riparian rights. NRCS is an agency within U.S.

Department of Agriculture responsible for administration of program.

C.1.2.2 Period of performance will be for five (5) years.

C.1.2.3 Below is a table of terms and abbreviations utilized herein.

ACEP Agricultural Conservation Easement Program AGAR Agriculture Acquisition Regulation ALTA American Land Title Association BPA Blanket Purchase Agreement EUI Entity Unique Identifier FAR Federal Acquisition Regulation FDIC Federal Deposit Insurance Corporation FPAC Farm Production and Conservation FTO Final Title Opinion IPP Invoice Processing Platform IRS Internal Revenue Service NRCS Natural Resources Conservation Service OGC Office of General Counsel PTO Preliminary Title Opinion RFQ Request for Quote SOW Statement of Work SAM System for Award Management USDA United States Department of Agriculture WED Warranty Easement Deeds WRE Wetland Reserve Easement

C.2 Blanket Purchase Agreement (BPA) and BPA Call Instructions

C.2.1 Description of Agreement

C.2.1.1 Vendor shall furnish cultural resources inventory work, described herein, within a five (5) year period commencing on effective date of BPA. Upon expiration date agreement is considered completed and new Orders/Calls shall not be placed.

C.2.2 Extent of Obligation

C.2.2.1 Government is obligated only to extent of authorized Calls made under this BPA and vendor is not guaranteed any Calls under this BPA.

C.2.3 Purchase Limitation

C.2.3.1 Dollar limitation for each individual Call issued under this BPA is To be determined at time of award.

C.2.3.2 BPA ceiling over five (5) year performance period is To be determined at time of award.

C.2.3.3 No Call by an authorized purchase cardholder may exceed applicable Government Purchase Cardholder (GPC) use thresholds.

C.2.4 Individuals Authorized to Purchase Under BPA

C.2.4.1 BPA Calls may be placed against BPA by any properly warranted FPAC Contracting Officer or Authorized Government Purchase Card Holder for USDA.

C.2.4.2 Each individual BPA Call will have a unique title details to be specified on call.

C.2.5 Delivery Tickets

C.2.5.1 All deliveries under this agreement shall be accompanied by delivery tickets or sales slips that shall contain the following minimum information:

C.2.5.1.1 Business name;

C.2.5.1.2 BPA number;

C.2.5.1.3 Date of Call;

C.2.5.1.4 Call number;

C.2.5.1.5 Itemized list of service furnished;

C.2.5.1.6 Quantity, unit price, and extension of each item, less applicable discounts; and

C.2.5.1.7 Date of delivery.

C.2.6 Invoices

C.2.6.1 See Section G.

C.2.7 Ordering Instructions

C.2.7.1 Calls to be performed under BPA may be placed an authorized USDA Government purchase cardholder or by issuance of a BPA Call in Integrated Acquisition System (IAS). Payment may be made via purchase card or electronic funds transfer.

C.3 SCOPE

C.3.1 Contractor shall provide furnish sufficient labor, materials, transportation, equipment, tools, operating supplies, incidentals, etc. to complete work as specified in this statement of work.

Provide enough qualified personnel, in a timely fashion, to perform services with period of performance. Any reports and conclusions supplied under purchase order are for exclusive use of Government.

C.3.2 No disclosure is allowed of any conclusions, in whole or in part to any persons other than representatives of USDA/NRCS. Contractor shall coordinate and facilitate services as follows:

C.3.2.1 Provide title commitment (or title search and/or update of abstracts), including copies of all instruments that created rights, interests, or encumbrances on property, for proposed easement area and ingress-egress descriptions;

C.3.2.2 Work with NRCS and landowners to clear exceptions on title to property and resolve vesting interests;

C.3.2.3 Develop title commitment/binder, after NRCS provides legal description of easement area and purchase price for easement, including copies of all instruments that created rights, interests, or encumbrances on property, not included on preliminary title search, for easement boundary and ingress/egress descriptions;

C.3.2.4 Hold funds in escrow, provide closing protection coverage, and provide payment to proper recipient and comply with Internal Revenue Service (IRS) tax reporting Form 1099;

C.3.2.5 Obtain signatures on Warranty Easement Deeds (WED) provided by NRCS;

C.3.2.6 Obtain signatures on subordination agreements and limited lien waivers, affidavits, and any other necessary documents;

C.3.2.7 Record documents in local land records office (e.g., applicable county registrar or recorder’s office, county, or town clerk records office);

C.3.2.8 Provide a final title insurance policy using American Land Title Association (ALTA) U.S.

Policy 09-28-1991 (Revised 12/3/2012); and C.3.2.9 Provide other services, as necessary, to finalize easement transaction.

C.3.3 Contractor will provide above listed items to Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1).

C.4 STANDARDS AND RESPONSIBILITIES

C.4.1 Acquisition of program easement and any access easement is governed by requirements as follows:

C.4.1.1 Department of Justice Title Standards 2001;

C.4.1.2 Attorney General’s title regulations (1970), with two amendments (1974, 1990);

C.4.1.3 Regulations of the Attorney General Governing Review and Approval of Title for Federal Land

Acquisitions (2016); and C.4.1.4 NRCS regulations and policies governing NRCS program under which easement being acquired.

C.4.2 Contractor will perform same services customarily provided in a commercial transaction, including chain of title, determination of ownership and interest share of surface and subsurface rights, securing and providing all underlying documents, obtaining and recording deeds, and any necessary curative instruments to ensure merchantable, insurable title to easement are in name of United States of America. Contractor is responsible for having up-to-date knowledge of requirements of State’s laws on title searches, closing real estate transactions, and title clearance. Title insurance company and its issuing agents must comply with State’s laws, including title insurance reserve requirements.

Contractor must be licensed to operate title insurance business in Kansas. Title insurance company must be approved by State’s insurance commissioner.

C.4.3 Contractor must obtain and maintain liability insurance coverage or indemnification in an amount equal to amount of Federal funds for each easement satisfactory to NRCS, acting on behalf of Commodity Credit Corporation, providing for reimbursement to NRCS for any loss of Federal funds caused by errors, omissions, fraud, dishonesty, negligence, or failure by attorneys, agents, or closing agent employees to comply with NRCS’s written closing instructions. American Land Title Association (ALTA) closing protection letter, revised 4/2/2014, is satisfactory to meet this condition of responsibility.

C.4.4 Contractor shall furnish all management, supervision, labor, equipment and resources needed to provide services described herein.

C.4.5 Non-Personal Services

C.4.5.1 Government shall neither supervise Contractor employees nor control method by which Contractor performs required tasks.

C.4.5.2 Under no circumstances shall Government assign tasks to, or prepare work schedules for individual Contractor employees, except for site lead.

C.4.5.3 Contractor is responsible to manage its employees and to guard against personal services or give perception of personal services.

C.4.5.4 If Contractor believes any actions constitute, or are perceived to constitute personal services, it shall be Contractor’s responsibility to notify Contract Specialist and Contracting Officer in writing, immediately.

C.4.6 Federal Holidays are as follows:

C.4.6.1 New Year’s Day (January 1st);

C.4.6.2 Martin Luther King Day (Third Monday in January);

C.4.6.3 President’s Day (Third Monday in February);

C.4.6.4 Memorial Day (Last Monday in May);

C.4.6.5 Juneteenth National Independence Day (June 19th);

C.4.6.6 Independence Day (July 4th);

C.4.6.7 Labor Day (First Monday in September);

C.4.6.8 Columbus Day (Second Monday in October);

C.4.6.9 Veterans Day (November 11th);

C.4.6.10 Thanksgiving Day (Fourth Thursday in November); and C.4.6.11 Christmas Day (December 25th).

C.4.7 Travel

C.4.7.1 Contractor is responsible for all travel associated with Title Services contained herein.

C.4.8 Invoicing

C.4.8.1 Invoices must be submitted electronically through Invoice Processing Platform (IPP) system and in accordance with FPAC 4I-52.232-70 (Section E).

C.5 DESCRIPTION OF SERVICES

C.5.1 Preliminary Title Search

C.5.1.1 Contractor shall obtain:

C.5.1.1.1 Copies of all instruments that created rights, interests, or encumbrances on proposed easement property; and

C.5.1.1.2 Preliminary title search, which must cover both proposed easement area and access for ingress and egress and must commit to issuing final title policy to United States of America on American Land Title Association (ALTA).

C.5.1.2 U.S. Policy Form 9/28/91 (Revised 12/3/2012).

C.5.1.3 Preliminary title search must be from a licensed title insurance company. Title search will be for a sufficient period of time for title company to insure title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud title of easement to be purchased. Search must show ownership interest of surface and subsurface rights including oil, gas, coal, sand, gravel, and other minerals associated with property. Preliminary title search must include a legible copy of all underlying documents of any type, whether oil, gas, and mineral interests have been severed, mortgages, bankruptcies, and any other exceptions that may cloud title of easement to be purchased.

C.5.1.4 Title search services and preliminary title search must be provided to Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1) within 15 business days of receiving the request from NRCS. Contractor will be provided with name and address of landowner, a copy of deed, a location map of proposed easement area, and access. In event of unforeseeable or Government delays, contractor shall coordinate as soon as delay is known with Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1).

C.5.2 Title Commitment (or Title Search and/or Update of Abstracts)

C.5.2.1 Title commitment/binder must be from a licensed title insurance company. Contractor must obtain title commitment, which must cover both surveyed easement area and access for ingress and egress and have amount of the owner’s coverage listed as purchase price for easement. NRCS will provide a description of surveyed easement area and access for ingress and egress along with easement purchase price to contractor. Final title policy to “United States of America” may only be issued on American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

C.5.2.2 Title commitment should not contain an exception related to terms and conditions of Warranty Easement Deed (WED) to be recorded at closing. However, if such exception is required by title company, only language as follows is acceptable:

C.5.2.2.1 “All those rights reserved by the Grantor in that certain Warranty Easement Deed between ___________(Grantor) and the United State of America (Grantee), recorded ________, as Document No.________.”

C.5.2.3 Title commitment will be for a sufficient period of time for title company to insure title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud title of easement to be purchased, if different from preliminary title search provided by Government.

C.5.2.4 Upon receipt of title commitment, NRCS will forward documents to USDA Office of General Counsel (OGC) Regional Attorney for a PTO. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. Contractor will be required to communicate with NRCS and landowner, proper procedure(s) for landowner to clear exceptions and obtain execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on property.

C.5.2.5 Title commitment must be provided to Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1) within 15 business days of receiving survey description of easement area, access description for ingress and egress and easement purchase price from NRCS.

C.5.3 Closing Services

C.5.3.1 Closing services begin with a compete updated preliminary title commitment approved by OGC in the form of a PTO. NRCS then issues a closing instructions letter to the title company once all instructions have been adequately satisfied NRCS will notify the contractor to invoice IPP.

C.5.3.2 After receiving surveyed legal description from NRCS, Contractor must provide an updated title commitment, which must cover both easement area and access for ingress and egress. Preliminary title commitment update must be provided to designated NRCS contact identified on attachment to Statement of Work Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1) within 14 business days of receiving request from NRCS. In event of acreage changes, after completion of survey, title commitment must be updated to provide adequate owner’s coverage.

C.5.3.3 Upon receipt of updated preliminary title commitment, NRCS will forward preliminary title commitment and other related documentation to USDA OGC regional attorney for a Preliminary Title Opinion (PTO). If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which exceptions must be cured.

C.5.3.4 Preliminary Title commitment must not contain an exception related to terms and conditions of WED to be recorded at closing. However, if such exception is required by title company, proposed language (provided by NRCS) for such exception must be approved prior to closing by OGC.

C.5.3.5 NRCS will provide NRCS’s closing instructions and applicable instructions from OGC PTO identifying requirements that must be met before easement can be closed. Contractor must communicate with NRCS and landowner regarding proper procedures for landowner to clear exceptions and Contractor must obtain execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, child support, and other types of releases of encumbrances on property.

C.5.3.6 Contractor must establish an escrow account in a Federal Deposit Insurance Corporation (FDIC) insured account for payment of easement associated with closing and include escrow account information in System for Award Management (SAM) registration. Contractor will be responsible for Form 1099 reporting of easement payment to Internal Revenue Service (IRS). NRCS will prepare documentation needed to authorize payment to escrow account when notified of closing date. In certain cases, as stated in NRCS closing instructions, contractor may be required to withhold a portion of payment for property taxes or assessments that are not yet determined or payable in an escrow account and process payments when due.

C.5.3.7 Contractor is required to close within 30 calendar days of receipt of Federal funds from U.S

Treasury by electronic funds transfer. Contractor will not close any transaction or record deeds or other instruments prior to receiving NRCS closing instructions letter and OGC PTO requirements.

C.5.3.8 Prior to closing easement, Contractor must ensure that following have occurred:

C.5.3.8.1 No new encumbrances have been recorded against subject property since date of most recent title commitment/binder, no adverse change in title has occurred, and there are no intervening matters affecting title that might result in a new title exception to policy. If any new encumbrances have been recorded against subject property or other adverse changes in title have occurred since date of most recent title commitment/binder, notify NRCS technical representative immediately and do not proceed until further instructions are received.

Contractor may be required to provide a pro forma title policy, marked up title commitment, or an updated title commitment, to confirm all title requirements will be met at or prior to closing.

C.5.3.8.2 Contractor has received electronic funds transfer of easement payment in Contractor escrow account.

C.5.3.8.3 Contractor is prepared to issue policy of title insurance referred below.

C.5.3.8.4 All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in NRCS closing instructions have been completed, applicable clearance documents recorded, and all other requirements met. Proposed subordination agreements, satisfactions, releases, partial releases, and other title curative documents to be signed at closing will be provided to NRCS for review and approval at least three (3) business days prior to closing.

C.5.3.8.5 Compliance with any listed title commitment/binder requirements.

C.5.3.8.6 Review Warranty Easement Deed according to NRCS closing instructions and ensure proper names and marital status are correct.

C.5.3.8.7 Contractor must provide a copy of proposed HUD-1 Settlement Statement to NRCS for review and approval as least three (3) business days prior to closing.

C.5.3.9 Contractor must schedule execution of Warranty Easement Deed with landowner at a mutually agreed upon location and time. Preferred location is local NRCS service center; however, deed execution may take place at any agreed-upon location. Contractor must obtain properly executed and acknowledged deed from landowners conveying conservation easement, including associated ingress and egress to easement area. Contractor must ensure deed contains all required signatures, release of dower rights, and all signatures are in proper form and have been acknowledged, acknowledgement certificates are in proper form and have been completed correctly, and deed contains all of necessary exhibits. Contractor must also obtain NRCS signatures on the Warranty Easement Deed.

C.5.3.10 When signed documents are returned, Contractor must record deeds and other instruments as necessary, and ensure the following have occurred:

C.5.3.10.1 Contractor must ensure that no new encumbrances have been placed on the property prior to recording the Warranty Easement Deed;

C.5.3.10.2 NRCS receives an electronic copy of executed deed;

C.5.3.10.3 Contractor must record Warranty Easement Deed, exhibits, and any necessary title curative documents within five (5) business days of execution;

C.5.3.10.4 All taxes and homeowners’ assessments are paid to date Warranty Easement Deed is recorded.

C.5.3.10.5 Contractor must issue a policy of title insurance on ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12), with “United States of America” named as insured party in full amount of easement compensation amount identified on Warranty Easement Deed as of time and date of recording of Warranty Easement Deed. Said policy of title insurance must be free and clear of any and all encumbrances to title except those shown as acceptable in NRCS closing instructions and insure United States’ interest in easement area and right of ingress/egress thereto. Final policy should reflect execution and recording information pertaining to insured easement, such as:

C.5.3.10.5.1 “30-Year or Perpetual Easement granted by_______to United States of America, by Warranty Easement Deed dated________ and recorded_______ in Deed Record pages _____in the Office of the Recorder of ________ County,__________.”

C.5.3.10.6 Complete IRS tax reporting Form 1099 for full easement compensation amount, as identified in WED, issued to appropriate parties. Contractor must return following package to designated Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1) within five (5) business days of receipt of recorded documents from local land records office:

C.5.3.10.6.1 Policy of title insurance (original and one copy), ALTA U.S. Policy Form 9-28-91 (Revised 12/3/2012);

C.5.3.10.6.2 Recorder’s certified copy of ACEP WRE WED and a recording receipt;

C.5.3.10.6.3 Recorder’s certified copies of any curative documents, including subordination agreements;

C.5.3.10.6.4 Original and one copy of executed settlement statements;

C.5.3.10.6.5 Record of disbursement of funds to landowner; and

C.5.3.10.6.6 Completed IRS Form 1099 issued to landowners.

C.5.3.11 Upon receipt of final documents, NRCS will request a Final Title Opinion (FTO) from the OGC. If FTO identifies issues that were not resolved by Contractor in accordance with NRCS closing instructions and OGC PTO requirements, NRCS will notify Contractor of required remedies. If necessary, corrections were originally identified in NRCS closing agent requirements form or NRCS closing instructions, such corrections must be done at no additional cost to NRCS and returned to Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1) within 14 business days of notification of such issue. Upon receipt of an OGC FTO indicating all NRCS closing instruction and OGC PTO requirements have been met, NRCS will process Contractor’s payment for closing services.

C.6 CONFLICT OF INTEREST

C.6.1 Contractor must not close a NRCS easement purchase for their spouse, children, partners, or business associates, nor have a financial interest in real estate covered by proposed easement.

C.7 DELIVERABLES

C.7.1 Timely completion of deliverables is essential to a successful outcome. Below are required due dates for each requirement/task.

Item # Description SOW Section Due Date

1 Preliminary Title Search C.5.1 Within 15 business days of receiving request from NRCS

2 Title Commitment C.5.2

Within 15 business days of receiving survey description of easement area, access description for ingress and egress and easement purchase price from NRCS

3 Closing Services C.5.3

Within 30 calendar days of receipt of Federal funds from U.S Treasury by electronic funds transfer

C.8 CLOSING AGENT QUALIFICATIONS

C.8.1 Responsible for having up-to-date knowledge of requirements of State of Kansas law in connection with closing real estate transactions and title clearance.

C.8.2 Title insurance company and its issuing agents must comply with all Kansas State laws, including title insurance reserve requirements.

C.8.3 Agent must be licensed to engage in title insurance business in Kansas. Title insurance company must be approved by State Insurance Commissioner.

C.9 SPECIAL REQUIREMENTS

C.9.1 Restrictions Against Disclosure

C.9.1.1 Contractor agrees, in contract performance, to keep all information contained in source documents or other media furnished by Government in strictest confidence. 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 Contractor’s possession, to those employees needing such information to perform work provided herein (e.g., on a "need to know" basis). Contractor shall immediately notify Contracting Officer, in writing, in event Contractor determines or has reason to suspect a breach of requirement.

C.9.1.2 Work performance required by Statement of Work will involve access to potentially sensitive information about governmental and landowner issues. All Contractor personnel must comply with provisions of Privacy Act of 1974, 5 U.S.C. Section 552a and AGAR 452.224-70 Confidentiality of Information, see Section I. Contractor’s employees must comply with NRCS guidelines and requirements regarding disclosure of personal information protected under section 1244 of Food Security Act of 1985, as amended (16 U.S.C. Section 3844), and information protected under section 1619 of Food, Conservation, and Energy Act of 2008 (Public Law 110- 246), 7 U.S.C.

Section 8791.

C.9.2 Civil Rights and Program Delivery

C.9.2.1 Contractor assures Government that program or activities provided for under purchase order will be conducted in compliance with all applicable Federal Civil Rights laws, rules, regulations, and policies.

D Reserved

E Inspection and Acceptance

E.1 Acceptance of service will take place upon completion of title and closing services.

E.1.1 Acceptance will be determined by Government Point of Contact (A.5.2.1) and Contracting Officer Representative (COR) (A.5.3.1).

E.1.2 Acceptance will be based on if requirements under Section C are met.

E.1.3 Government Point of Contact, Contracting Officer Representative, or Contracting Officer reserves right to review all work products required under contract for acceptability as needed. Government shall notify Contractor whenever revisions deliverables are required in order for deliverables to be deemed acceptable.

F Performance

F.1 Period of Performance

F.1.1 Period of performance for Blanket Purchase Agreement shall be for five (5) years, date: to be provided at award.

G Invoicing

G.1 Invoice instructions are as follows:

G.1.1 Invoices are required for each BPA Call or Government purchase card Call.

G.1.2 If Government purchase card is used for ordering and payment, invoice must be emailed to Authorized ordering official (authorized purchase cardholder) with BPA Contracting Officer (Brantt Lindsey, brantt.lindsey@usda.gov) courtesy copied.

G.1.3 Invoices for Calls not placed with government purchase card must be submitted through IPP website (https://www.ipp.gov). Contractor assistance with enrollment can be obtained by calling 866-973-3131 or emailing IPPCustomerSupport@fiscal.treasury.gov. See FPAC Clause 4I-52.232-70.

G.2 Payment Schedule

G.2.1 USDA pays for services in arrears (after service is completed). No payments will be made prior to completion of service.

G.2.2 Payment will be made after receipt of invoice or acceptance of service whichever is later.

G.2.3 Payment may be made via purchase card or electronic funds transfer as applicable. No Call by an authorized purchase cardholder may exceed applicable GPC use thresholds. Any applicable surcharges shall be in accordance with and within the limitations of GSA Smart Pay program policies/regulations.

G.2.4 Upon submittal of Contractor invoice to IPP.gov, contractors may be paid up to three (3) separate payments for each real property listed in price schedule. Payments shall be made as follows:

G.2.4.1 Payment for Preliminary Title Search will occur upon receipt and approval of all deliverables identified above in section C.4.3.

G.2.4.2 Payment for Title Commitment will occur upon receipt and approval of all deliverables identified above in section C.4.4

G.2.4.3 Payment of Closing Services, (to include associated closing fees) will occur upon final review and approval by NRCS or OGC of all deliverables identified in C.4.5., including satisfactory completion of any required remedies or corrections.

End of Section mailto:brantt.lindsey@usda.gov mailto:IPPCustomerSupport@fiscal.treasury.gov

H Special Contract Requirements

H.1 Special Requirements

H.1.1 Limitation of Authority

H.1.1.1 Government Point of Contact and Contracting Officer Representative are responsible for monitoring Contractor’s performance. Any proposed modifications to contract, such as changes to scope of work, or to terms and conditions of contract must be authorized by Contracting Officer.

H.1.2 Conflict of Interest

H.1.2.1 If for any reason agency or Contractor determines Contractor faces a potential, perceived, or real conflict of interest, agency shall notify Contractor or Contractor shall notify agency, and Contractor shall cease all work on, reassign task, or proceed at discretion of agency. At agency's option, Contractor may provide an acceptable replacement.

I Provisions and Clauses

I.1 Farm Production and Conservation (FPAC) Provision

I.1.1 FPAC 4I-52.233-70 Protests to the Agency

An agency protest filed with the contracting officer shall be sent to the contracting officer’s mailing address or email address listed in the solicitation. The contractor should contact the contracting officer to verify the mailing or email address prior to delivering a protest.

The independent review of a contracting officer’s decision regarding a protest described at FAR 33.103(d)(4) is not available as an alternative to consideration of the protest by the contracting officer.

An independent review is available only as an appeal of the contracting officer’s decision on a protest.

An appeal must be filed within ten (10) calendar days of the protestor’s receipt of the contracting officer’s decision, otherwise the appeal will be deemed untimely and not considered. The appeal must be directed to the Head of the Contracting Activity but sent to the contracting officer.

The protest must contain all of the elements required by FAR 33.103(d)(2). Failure to substantially comply with any of the requirements of FAR 33.103(d)(2) may be grounds for dismissal of the protest.

(End of Provision)

I.2 Federal Acquisition Regulation (FAR) Provisions

I.2.1 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation (JAN 2017)

I.2.2 52.204-7 System for Award Management (OCT 2018)

I.2.3 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020)

I.2.4 52.204-24 – Representation regarding certain telecommunications and video surveillance services and equipment (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services— Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications- Commercial Products or Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

https://www.acquisition.gov/far/52.204-26#FAR_52_204_26 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.204-26#FAR_52_204_26 https://www.acquisition.gov/far/52.212-3#FAR_52_212_3 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) ( https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

https://www.sam.gov/

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided;

and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable);

and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of Provision)

I.2.5 52.204-26 - Covered Telecommunications Equipment or Services-Representation (OCT 2020)

Definitions. As used in this provision, "covered telecommunications equipment or services" and "reasonable inquiry" have the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(1) Representation. The Offeror represents that it □ does, □ does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(2) After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it does, does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

(End of Provision)

I.2.6 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services (SEP 2023)

I.3 Farm Production and Conservation Regulation Clauses

I.3.1 FPAC 4I-52.232-70 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS – INVOICE

PROCESSING PLATFORM (IPP)

Invoices must be submitted electronically through U.S. Department of the Treasury’s Invoice Processing Platform System (IPP). Contractor must use IPP website (https://www.ipp.gov) for submitting invoices. Invoices submitted by means other than IPP will not be accepted unless Contracting Officer authorizes alternate procedures in writing.

Under contract, the following document(s) are required to be submitted as attachment(s) to IPP invoice:

1) Contractor invoice detailing service performed.

I.4 Agriculture Acquisition Regulation (AGAR) Clauses

I.4.1 AGAR 452.204-70, Modification for Contract Closeout (DEVIATION JUNE 2024)

“Upon contract closeout for contracts utilizing anything other than cost reimbursement:

(a) If unliquidated funds in the amount of $1000 or less remain on the contract, the Contracting Officer (CO) shall issue a unilateral modification for deobligation. The contractor will receive a copy of the modification but will not be required to provide a signature. The CO shall immediately proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.sam.gov/

(b) Upon contract closeout for contracts utilizing SAP: if unliquidated funds of more than $1000 remain on the contract, the CO shall issue a bilateral modification for deobligation. The contractor will receive a copy of the modification and will be required to provide a signature. (The CO may also request a “Contractor Release of Claims” be completed by the contractor, although not required for contracts and orders using SAP.) If the bilateral modification and/or Release of Claims are not returned to the CO within 60 days, the CO shall release the modification as unilateral and proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.

(c) Upon contract closeout for contracts utilizing anything other than cost reimbursement, if unliquidated funds of more than $1000 remain on the contract, the CO shall issue a bilateral modification for deobligation. The contractor will receive a copy of the modification and a ‘‘Contractor Release of Claims’’ and will be required to provide a signature on both forms. If the bilateral modification and Release of Claims are not returned to the CO within 120 days, the CO shall release the modification as unilateral and proceed with contract closeout upon completion of the period of performance, receipt and acceptance of supplies or services, and final payment.”

(End of Clause)

I.4.2 AGAR 452.211-72 – Statement of Work/Specifications (FEB 1988)

Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the objectives set forth in the Statement of Work/Specifications referenced in Section C.

(End of Clause)

I.5 Federal Acquisition Regulation (FAR) Clauses

I.5.1 52.204-13 System for Award Management System for Award Management Maintenance. (OCT 2018)

I.5.2 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020)

I.5.3 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014)

I.5.4 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (NOV 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information…