2026 Negotiations BPA SOW-14Jan26docx.docx

STATEMENT OF WORK

(SOW)

Real Estate Negotiation Services U.S. Army Corps of Engineers (USACE) 14 January 2026

1. General: This is a non-personal services contract to provide direction for the ordering of services (Calls) for real estate negotiations and negotiation services under a Master Blanket Purchase Agreement (BPA). The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government. As used herein, the term Contractor shall mean the Contractor and its employees, agents, representatives, affiliates, subcontractors, and any other persons or entity that may be associated with the Contractor.

1.1. These services are in support of recurring and long-term needs for negotiation services required to support current and future USACE core missions and assignments.

1.2. The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform negotiations and negotiation services as defined in this Statement of Work (SOW) except for those items specified as Government furnished property and services.

1.3. Work efforts and subsequent documentation shall be in accordance with the requirements of this SOW and the Request for Quote (RFQ) of each individual Call.

1.4. The Contractor shall obey all federal, state and local laws, rules and regulations in performing the requirements and activities contemplated in this SOW.

1.5. The Contractor shall not accept a Call for tracts in which the Contractor holds a financial interest or is related or affiliated with the owner(s).

1.6. The Contractor shall identify a primary and alternate BPA Manager that is responsible for oversight and ensuring compliance with this SOW. Both the primary and alternate BPA Manager shall have full authority to act for the Contractor on all matters relating to the daily operation of this SOW.

1.7. The Contractor will maintain all files related to each Call. All file information shall be considered Government property and shall be delivered to the U.S. Army Corps of Engineers (USACE) upon request by the Contracting Officer (KO). Project-related information shall be considered confidential and shall not be publicly disclosed without express written authorization from the KO.

1.8. The Contractor shall communicate to the Government POC any requests (including but not limited to: footprint changes, additional gate locations, water access) from the landowners within 48 hours.

2. Scope: The Contractor shall provide negotiations and negotiation services for properties located within Texas, Arizona, California, Louisiana, and New Mexico, based on mission requirements. All services and products shall be in compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 for Federal Programs (Uniform Act), and all other laws, regulations, rules, polices, and guidance applicable to the mission and federal land acquisitions.

The Contractor shall not obligate the Federal Government to any course of action, schedule constraint, or financial responsibility. It must be clear that the Contractor is authorized to negotiate in good faith and in accordance with the draft “Offer to Sell” (OTS) as supplied by the Government, reach an agreement within the terms of the SOW, or a best and final offer from the landowner, document a full resume of negotiations, supply all documentation accompanied by a professional recommendation to the apropos Government POC, and the resume follow on discussion/negotiation as necessary upon receiving feedback from the Government POC regarding each negotiation package submitted.

2.1. Landowners are to receive “just compensation” as required by the Fifth Amendment to the Constitution of the United States as that term has been defined by the Federal Courts. The requirement of just compensation has also been statutorily enacted by the Uniform Act. The Government cannot and will not pay less than the approved appraised value for acquisitions unless a donation is intended.

2.2. It is the Government’s preferred protocol to have a single qualified team member perform all negotiation activities on each parcel they are assigned.

2.3. The Contractor will have a 15% above the appraised value negotiating threshold. The Government will provide additional guidance as needed.

2.4. Properties to be negotiated may be vacant, improved, residential, commercial, industrial, or rural (agricultural, woodland, wetland). Properties may be owned by private individuals, public/private corporate entities, or governmental entities, etc.

2.5. Negotiations with landowners will be conducted in a fair and courteous manner. The negotiator must not, under any circumstances, resort to coercion or threats of condemnation.

2.6. Upon issuance of a Call, the Contractor will be provided with the appraisal reports, tract ownership data, and other related material. The Contractor shall thoroughly review the appraisal and promptly make an offer of no less than the full amount of the estimated fair market value, shall advise the landowner that the offer is based on an approved appraisal, and shall furnish the landowner a written statement of, and summary of the basis for, the appraisal. See Attachment 1/Technical Exhibit 1.

2.7. Appraisal reports or the appraiser’s analysis will not be revealed by the negotiator unless specifically authorized by the Government POC.

2.8. On the first contact with the landowner, the negotiator will take an inventory identifying the buildings, structures, fixtures, and other improvements, including appurtenant removable building equipment, which are determined to be part of the real property for which the offer of just compensation is made. The inventory shall include a statement of the utility and condition of said buildings, structures, fixtures, and other improvements and an allocation of value based on the tenant’s statement of value for tenant owned improvements. Where appropriate, identify other separately held ownership interests, such as tenant owned improvements, and indicate that such interest is not covered by the offer.

2.9. The interests of both owners and tenants must be considered and protected. The tenant is a proper party to the transaction and every effort must be made to obtain the consent of the landowner and tenant as to the price to be paid to the tenant for his relocation if applicable. This can be accomplished by the tenant's execution of the Consent to Offer to Sell Real Property or Disclaimer of Interest in Real Property, which shall then accompany the owner's offer to sell. See Attachment 2/Technical Exhibit 2.

2.10. The Contractor will use the furnished initial Offer to Sell Value letter, Consent to Offer to Sell Real Property or Disclaimer of Interest in Real Property and Offer to Sell Packet, as approved by the Government, and any other documents required or requested by the Government on applicable forms. See Attachment 3/Technical Exhibit 3.

2.11. The negotiator has no authority to modify the Offer to Sell nor to enter into oral promises or understandings not contained in the Offer to Sell. Furthermore, the negotiator cannot negotiate any terms to the Offer to Sell outside of the 15% above the appraised value negotiating threshold. These terms must be returned to the Government for evaluation, negotiations, and approvals.

2.12. The Contractor will respond to landowner inquiries verbally and in writing within 24 hours.

2.13. Normally, negotiations for all interests in all tracts that are being acquired from one parent ownership will be negotiated at one time. These tracts will usually consist of all those to which the same basic tract number has been assigned. Exceptions may be made only where negotiations for some of the tracts in a series must be accomplished to obtain possession, or for other critical reasons. Exceptions will be determined by the Government POC. Piecemeal acquisition should be avoided.

2.14. When more than one tract is operated by the owner as a unit, a single negotiation should take place even if each tract has a separate appraisal.

2.15. Tracts which are in the same ownership, but which are not operated as a unit, should, unless the owner desires otherwise, be negotiated separately, on the basis of the separate appraisals.

2.16. The authority to accept counteroffers will be applied to the entire transaction and not to individual landowner’s counteroffers. A transaction shall include offers to sell to all landowners of the same tract number/parcel.

2.17. The Contractor will prepare a written record of each contact with each landowner recording the topic of discussion and may recommend the course of action to be taken as a result of each contact.

2.18. The Contractor will provide a detailed Negotiator’s Report covering each parcel which documents all communications with landowners and other interested parties (e.g., owner(s)/entity(ies) in possession, lienholders, taxing entities, tenants, lessees, etc.), clearly stating the proposed settlement amount (i.e., agreed upon purchase price), and provide a detailed statement of facts to support the acceptance of the settlement or referrals to condemnation. See Attachment 4/Technical Exhibit 4.

2.19. The Contractor will maintain follow-up contacts and secure the necessary instruments upon landowner/tenant acceptance of the offer to sell for closing.

2.20. The Contractor will transmit to the Government any written counteroffer, as a statement of “best and final offer” from landowners including supporting documenting, and negotiator’s statement of facts, in compliance with Government laws, regulations and policies.

2.21. Counteroffers which are considered reasonable, but beyond the authority of the Contractor’s 15% negotiation limit, will be submitted to the Government POC for approval or denial. Recommendations to accept or not accept counteroffers which are considered reasonable, but beyond the authority of the Contractor will be submitted to the Government POC for approval or denial.

2.22. A concentrated effort will be made to acquire the land from the initial offer.

Negotiations will be continued in an effort to obtain acceptance of the Government's offer or a counteroffer within the 15% above the appraised value negotiating threshold from the landowner, or until it is definitely determined that such a counteroffer will not be forthcoming. The Contractor may document a “best and final” offer.

2.23. When landowner negotiations are unsuccessful, the Contractor may be asked to provide expert witness services for legal proceedings. The request may be made by the Department of Justice, U.S. Attorney's Office, or USACE. In such cases, compensation for expert witness services will be negotiated with the Agency Agreement.

2.24. The Contractor shall submit all negotiation products and related documents required under this SOW to the Government POC within the time period stated in the Call. The deadline may be extended by up to 15 calendar days by the KO.

3. Negotiator Report:

3.1. The Contractor will provide a detailed Negotiator’s Report documenting the negotiations along with the proposed agreed upon amount for Government review and approval/acceptance of the settlement, in no way removing the inherently Governmental function of the Real Estate Contracting Officer.

3.2. The Negotiator Report will state the chronological history of negotiations, all elements considered in evaluating the landowner’s final counteroffer, and the justification for such recommendation.

3.3. The Contractor shall inform each landowner that offers and counteroffers made during negotiations are made without prejudice and make a notation on the Negotiator’s Report that the owner was so informed.

3.4. A template of the Negotiator’s Report shall be furnished to the Contractor by the Government POC. See Attachment 4/Technical Exhibit 4.

3.5. The Negotiator's Report must contain all of the following information:

a. A brief physical description of the property, including its present use and highest and best use claimed by both the Government and the landowner.

b. A statement that the landowner was furnished a summary of the basis for the Government’s valuation prior to negotiations as required by the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (Uniform Act). Appraisal reports are not released unless an exception has been granted by HQUSACE Real Estate and the Office of the Chief Counsel.

c. A statement of each offer made by the negotiator and any counteroffer from the landowner. The number of discussions and date and place of each discussion must be included in the report.

d. If further negotiations would not be productive, a statement that the owner was told that condemnation is necessary, not in the sense of a threat, but in an effort to secure an impartial determination by the court of the differences of opinion as to value, and in order to make funds available to the landowner.

e. The circumstances and unsuccessful efforts made to contact the property owner should be documented.

f. A statement that the owner has access to any remaining property, and it is an economic unit, or if it is an uneconomic remainder, that the Government has offered to acquire the remainder.

g. A statement that no separate representations were made during negotiations in an attempt to acquire the real property or interests in real property.

h. Copies of any Offer or Option.

4. Offer to Sell Packet:

4.1. The Government shall furnish an Offer to Sell Packet which shall include the full name, address, known phone numbers and known email addresses for all parties having or claiming any interest in the tract(s) identified in the Call, as shown by the public land records, or otherwise known to the Government.

4.2. The Government furnished Offer to Sell Packet shall include an accurate legal description and location identification of the real property and the interest(s) therein to be acquired (legal description, aerial map, and estate).

4.3. The Government furnished Offer to Sell Packet shall include the amount of the offer and a statement that such amount is not less than the approved appraisal of the property stated in the furnished Offer to Sell Value Letter.

4.4. The Government furnished Offer to Sell Value Letter provided in the Offer to Sell Packet shall include a description of the appraisal technique used, i.e., market approach, income approach, or cost approach, in sufficient detail to explain clearly to the landowner the process by which his property was valued.

4.5. The Government furnished Offer to Sell Value Letter shall also include an identification of land classification categories and the Government’s opinion of highest and best use.

4.6 The Contractor is not permitted to make any changes to any of the terms of the Government furnished Offer to Sell Packet without obtaining approval from the Government POC, in no way removing the inherently Governmental function of the Real Estate Contracting Officer. The Contractor is to communicate to the Government POC any requests (including but not limited to: footprint changes, additional gate locations, water access) from the landowners within 48 hours.

5. General Information:

5.1. Quality Control Plan (QCP): The Contractor shall develop and maintain a QCP to ensure services are performed in accordance with this SOW. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The Contractor's QCP is the means by which it assures that the work provided complies with the requirements of the contract. After acceptance of the quality control plan, any change to the quality control program must be approved in writing by the KO.

5.2. Review Process: The Government (USACE Real Estate and/or Office of Counsel personnel) shall review all Call products prior to acceptance. The Call products will be reviewed for compliance with the requirements of the BPA, SOW, and Call. A Call product shall be accepted as provided if it substantially conforms to the requirements of the BPA, SOW and Call. A Call product shall be rejected if it does not comply with the requirements of the BPA, SOW, or Call.

5.2.1. The Government shall perform the review and provide the Contractor with notice of non-compliance within 5 working days of receipt of a Call product. The Contractor shall provide all necessary corrections or revisions to the Call product within 5 working days of receipt of the notice. The deadlines contained herein may be extended by agreement between the Government POC and BPA Manager.

5.2.2. Call product corrections and revisions resulting from the Government review shall not be construed or interpreted as a change to the scope of the BPA, SOW or Call. The Contractor shall provide the necessary corrections and revisions at no extra charge.

5.3. Federal Holidays: The Contractor is not required to perform services on the following holidays:

New Year’s Day (January 1st) M. L. King Memorial Day (3rd Monday in Jan) President’s Day Memorial Day (Last Monday in May) Juneteenth (June 19th) Independence Day (July 4th) Labor Day (1st Monday in Sept) Columbus Day (2nd Monday in Oct) Veteran’s Day (November 11t)h Thanksgiving Day (4th Thursday in Nov) Christmas Day (December 25th)

5.4. Place of Performance: The services under this contract are to be performed within The United States of America and Territories, based on mission requirements.

5.5. Type of Contract: Each Call placed under this Agreement shall be awarded with a Firm Fixed Price.

5.6. Data Rights: The Government has unlimited rights to all documents and materials produced under this contract. All documents and materials, to include the source codes of software, produced under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership and copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the Contractor without written permission from the Contracting Officer. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

5.7. Government Furnished Items: All documents, data, and other material furnished by the Government under this agreement shall remain the property of the Government and shall be returned to the Government within 30 days after the final report is accepted by the Government.

5.8. The Contractor shall maintain a status log for each Call. The status log shall reflect the time spent on each Call. By the 5th day of each month, the Contractor shall email the Government POC a status report for each Call. Status reports shall consist of a list of the tracts being worked on, the percentage of work completed, and the expected completion date.

5.8.1. Delays: In the event the Contractor determines that negotiation product(s) ordered under this SOW may not be delivered by the expected completion date, the Contractor shall immediately notify the Government POC, explain the reason(s) for the delay, and provide the Government POC with the anticipated completion date.

5.9. As individual negotiation products are completed, they will be forwarded to the Government POC for review and approval. If requested by the Government POC, the Contractor shall forward the entire file upon completion of each product.

5.10. The Contractor shall provide the Government POC with legible copies of all documents pertaining the negotiation services in high-quality PDF format.

5.11. Applicable Publications (Current Editions): The Contractor shall be responsible for determining which laws, rules and regulations apply to a particular task(s) of each Call. The Contractor shall be responsible for obtaining and maintaining any registration or certification as required by the various Federal, State, and Local regulatory agencies, along with any other registrations, certifications, licenses, permits, warrants, permissions, or other credentials required to perform the contracted call(s).

5.12. Period of Performance: The performance period is five years.

5.13. Payment: Upon completion of a Call, the Contractor shall invoice based on services provided. A complete Negotiator’s Report and Offer to Sell Packet (if applicable) shall be provided for each tract to complete the call. Completed Packets shall be delivered as they are completed by the Contractor for review. Invoice shall not be paid until all deliverables have been received and reviewed by the USACE. Invoice shall be submitted to the USACE Contract Manager and shall be accompanied by a summary of services provided.

Attachments/Technical Exhibits List:

Attachment 1/Technical Exhibit 1 – Offer to Sell Value Letter Attachment 2/Technical Exhibit 2 – Consent to Offer to Sell Real Property/Disclaimer of Interest in Real Property Attachment 3/ Technical Exhibit 3 – Offer to Sell Packet Attachment 4/Technical Exhibit 4 – Negotiator’s Report