2026 Title Services SOW updated.docx

STATEMENT OF WORK

(SOW)

Real Estate Title Services U.S. Army Corps of Engineers (USACE) 7 October 2025

1. General: This is a non-personal service(s) contract under which the personnel rendering the service(s) are not subject, either by the contract’s terms or by the manner of its administration, to the supervision and control usually prevailing in relationships between the Government and its employees. 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. This is a non-personal services contract to provide Title Services, including (1) Record Title Evidence; (2) Title Review Report and Curative Services; and (3) Real Estate Closings. Services will be contracted by individual Call(s).

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

1.3. The Contractor shall provide non-personal service(s). The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items necessary to perform services as defined in this Statement of Work (SOW) and associated contract documents, except for those items specified as government furnished materials. The Contractor shall provide Record Title Evidence in compliance with Part 3 of the Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016), as revised (Title Standards). The Contractor shall be a licensed provider of title evidence if licensing is required by applicable laws in the state where the real property is located. The Contractor shall obey all federal, state, and local laws, rules, and regulations in performing the requirements and activities contemplated in this SOW. The Contractor shall be responsible for obtaining and maintaining any registration(s) or certification(s) required by federal, state or local laws or regulatory agencies, along with any other registration(s), certification(s), license(s), permit(s), warrant(s), permission(s) or other credential(s) required to perform the requirements of this SOW, which may include membership in the American Land Title Association (ALTA) or Texas Land Title Association (TLTA), if applicable.

1.4. 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).

1.5. Contractor Key Personnel: 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.

1.6. 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.

2. Scope: The Contractor shall provide title services for properties located within The United States of America and Territories, based on mission requirements. All services and products shall be in compliance with the Title Standards, and all other laws, regulations, rules, polices, and guidance applicable to the mission and federal land acquisitions.

3. Record Title Evidence

3.1. Calls may be issued for one or more of the following Title Services: (1) Tax ID Card and Vesting Deed; (2) Title Report and Abstract; (3) Title Commitment; (4) Title Policy; and (5) Miscellaneous Title Services. All Abstracts and title insurance products (Title Commitment, Title Policy, etc.) shall comply with the requirements contained in the DOJ Title Standards 2016. Separate Calls for Miscellaneous Title Services may be issued (Curative title services, Mineral Title Report and Abstract, Mineral Title Opinion, Expert Witness, Mapping, Percentage Ownership Report

3.2. Upon issuance of a Call, the POC will provide the Contractor with the location of the land to be researched, which may be identified by a project map, survey, legal description, and/or other similar documentary evidence. The Call and/or research performed by the Contractor may identify more than one tract(s), in which case the Contractor shall provide the requested Title Service(s) for each such tract.

3.3. Properties to be researched 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.

3.4. Ownership of minerals or sub-surface rights shall not be provided unless specifically requested in the Call. However, all mineral or similar sub-surface exploration/mining leases, as shown by the public land records or otherwise known to the Contractor, must be included in the Title Report and Abstract, Title Commitment and Title Policy.

3.5. Upon completion of a Call, the Contractor shall submit a complete legible copy of the attorney's/examiner's review file, including copies of all documents, maps, plats, title opinions, and related instruments contained therein.

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

3.7. Contractor Attestation: Each title product shall contain a brief written statement, signed by the Contractor, identifying the sources searched (i.e., county tax and public land records) in response to each Call.

4. Tax ID Card and Vesting Deed: The Contractor shall research and review the county tax rolls/records, identify the name(s) and contact information for each landowner identified by the County Tax Assessor/Collector, identify the property tax identification/assessment/account number and any recording information noted on such records. The Contractor shall provide (1) a copy of the Tax ID Card, which must include the name(s) of the landowner(s), mailing address(es), and tax account number; and (2) a copy of the most recent deed vesting title the tract filed in the public land records.

5. Title Report and Abstract: The Contractor shall research the public land records to determine the fee ownership of the tract( s) identified in the Call and shall identify all documents affecting any interest in such tract(s) (i.e., liens, easements, rights-of-way, affirmative and restrictive covenants, leases, and competing records of ownership), as shown by the public land records or otherwise known to the Contractor.

5.1. The Title Report shall include the full name and address 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 Contractor.

5.2. The public land records search must be a minimum of 60 years, unless otherwise requested in the Call, and shall include all encumbrances, liens, lis pendens notices, affidavits of heirship, and any other interest that may affect the surface ownership.

5.3. In the event that the review of the public land records reveals that the subject tract is located in more than one county, the public land records of all such counties must be researched.

5.4. Title Report:

5.4.1. Upon completion of the review of the public land records (to include probate records, if applicable), the Contractor shall submit a Title Report (i.e., a chain of title) for each tract identified in the Call. The Title Report shall be a typed, chronological list of all documents affecting title to the tract, including, without limitation, deeds of conveyance/patents/fiduciary deeds (sheriffs deed, trustees deeds, administrators/executors deeds, etc.), encumbrances (easements, leases, liens, mortgages, deeds of trust, boundary agreements, etc.), plats and maps (subdivisions, dedications, etc.), notices (release, disclaimer, lis pendens, etc.), wills, and final judgments ( whether for title, partition, boundary line, possession, etc.), and must substantially comply with the format contained in Attachment 4.

5.4.2. The Title Report shall identify the timeframe of search (beginning and ending date), current ownership, the last deed of record that transfers a fee interest, and all holders of an interest in the tract (i.e., easements, servitudes, leases, mortgages, liens, deeds of trust, encumbrances, etc.)

5.4.3. The Title Report shall include a description of each document found in the public land records or otherwise known to the Contractor affecting title to the tract. For each document so identified, the Title Report shall include the name(s) of the grantor(s) and grantee(s), the effective date or date of execution, recordation information (date, book/volume/cabinet and page, or instrument number), a description of the interest conveyed, identification of any reservations from or exceptions to such conveyance, identification of any affirmative and restrictive covenants, and a brief description of the affected lands if only a portion of the tract is affected.

5.4.4. The Title Report shall identify the percentage interest of fee ownership (to the sixth decimal point) for each co-owner identified throughout the chain-of-title.

5.4.5. The Contractor's title examiner/approving attorney shall certify that he or she has examined all relevant public land records pertaining to title for the required period of search, and that all matters of record affecting title are correctly shown in the Title Report.

5.5. Abstract: The Contractor shall clearly identify the subject tract and provide high-quality PDF copies of all documents found to affect title after examination of the public land records or otherwise known to or discovered by the Contractor.

5.5.1. The Abstract shall contain an abstractor's certificate in the state approved form, or otherwise complies state laws and regulatory agencies, and the abstractor shall certify that he or she has examined all relevant public land records pertaining to title for the required period of search, and that all matters of record affecting title are correctly shown in the Abstract. The certificate should specify the number of pages contained in the Abstract and must be dated and signed by the abstractor.

5.6. Deceased Owners: In the event that the Contractor discovers that the record owner of a tract in a Call is deceased, the Contractor shall state whether an administration (i.e., probate) of the record owner's estate has occurred. In the event no administration has been commenced, the Contractor shall state that title to such tract is vested in the Heirs of the Estate of the deceased person and shall provide the names and addresses of all purported heirs identified in the public land record (i.e., Affidavit(s) of Heirship).

5.7. Minors: In the event the Contractor discovers that title is held by a minor, the Contractor shall provide the name(s) and address(es) of any guardian(s) of such minor and shall provide copies of all documents containing such information of record.

5.8. Taxes: The Contractor shall verify the amount and payment status of property taxes for each tract identified in the Call.

5.9. Adverse Possession/Acquisitive Prescription: The Contractor shall report the discovery of all existing or potential adverse possession claims to a tract identified in the Call to the POC, together with a copy of evidence of such claim or potential claim. USACE will determine whether further title examination is required.

5.10. Updates: The Government may issue a Call seeking an update to a Title Report and Abstract previously provided. The Update shall identify all documents affecting any interest in such tract(s) (e.g., deed, liens, easements, rights-of-way, affirmative and restrictive covenants, leases, and competing records of ownership), from and after the date identified in the Call, as shown by the public land records, or otherwise known to the Contractor.

6. Title Commitment and Title Policy: The Contractor shall ensure the title company issuing a Title Commitment and Title Policy is duly authorized and qualified to issue commitments for title insurance in the state where the tract(s) is located. All Title Commitments and Title Policies shall (1) encompass the subject tract; (2) disclose the full name of every person and entity in whom title to any interest is vested, as shown by the public land records or otherwise known to the insurer; (3) identify all documents affecting any interest in the subject tract revealed by the records search; (4) exceptions from coverage must specifically identify each holder; (5) provide addresses for all parties having or claiming any interest in the subject tract if disclosed by the public land records or known to the insurer; (6) include complete, legible copies or accurate transcriptions of all recorded instruments listed in the title insurance commitment as affecting any interest in the subject tract; (7) identify all local taxing authorities, including lien due dates for each and amounts for all assessments that have not been paid as of the date of the commitment; (8) name the United States as the proposed insured.

6.1. Exclusions: Each Title Commitment and Title Policy shall list as exclusions from coverage, only those defects, liens, encumbrances, or other matters adversely affecting title to the property and interest in the property being acquired. The practice of providing blanket exclusions (i.e., listing all encumbrances which appear of record in the name of a particular landowner, without regard to the applicability to such exceptions or encumbrances to the subject tract) will render the Title Commitment or Title Policy unacceptable. The exclusions from coverage shall specifically identify each holder of the interest excepted.

6.1.1. The Contractor shall provide copies of all documents identified as exclusions from coverage in high-quality PDF format.

6.1.2. In the event the Contractor takes exception to the legal status, standing or authority of any Business Organization, then the Contractor shall identify each by name and state with particularity the defect associated with such entity.

6.1.3. After review of the exclusions, the Government may issue a Call for curative Title Services, as detailed more particularly in Section 6.6, below.

6.2. After approval of the Title Commitment by the Government, the Contractor shall issue a U.S. Title Policy (T-11) and/or U.S. Title Endorsement (T-12). A Title Policy will only be ordered for those tracts where the "United States of America and assigns" will acquire an interest in land.

6.3. The Contractor shall provide a signed and dated original (and high-quality PDF copy) U.S. Title Policy (T-11) and/or U.S. Title Endorsement (T-12) to USACE for review and approval, as provided in the Call.

6.4. Each Title Commitment and Title Policy shall include reference to the Contractor's name, BPA number, Call number, project name and/or tract number, as applicable.

6.5. The Title Policy shall list as exclusions from coverage only those uncured defects, liens, encumbrances, or other matters adversely affecting title to the property and interest in the property being acquired and shall specifically identify each holder of the interest excepted.

6.6. Curative Calls and Requirements: The Contractor may be asked to provide curative services related to certain title defects identified as encumbrances in an Abstract or as exclusions in a Title Commitment. Curative services may include obtaining copies of court filings (probate, divorce, etc.), release of lien/lender consent/subordination, affidavit(s), disclaimer(s), and related documents. A separate Call for curative services may be issued following USACE's review of an Abstract, Title Commitment or other title product(s). The curative Call will identify the curative services requested for a particular tract.

6.6.1. The Contractor shall provide a description of curative action(s) and/or document(s) necessary to cure the title defect(s) identified in the curative Call.

6.6.2. The Contractor shall discuss the title defect(s) and proposed curative action(s) and/or document(s) with USACE (POC and counsel) prior to commencing such action(s) or preparing/obtaining such document(s). The time and effort expended for such discussions and communications must be factored into the Contractor's total Call price.

6.6.3. The Contractor shall provide an estimate of costs to (a) obtain copies of court filings; (b) prepare and/or obtain executed curative documents; and (c) file curative documents in the public land records, as directed in the Call.

6.6.4. Curative Reports: The Contractor shall submit a Curative Report to the POC within the time period stated in the Call. The deadline may be extended by up to 15 calendar days by the POC. Curative Reports shall detail the action(s) taken to cure the title defect(s) and may include, without limitation:

6.6.4.1. Court Proceedings: The Contractor may be asked to provide copies of documents filed in court proceedings, including, without limitation, administrations (i.e., probate) and divorce proceedings. The Contractor shall provide a copy of the docket sheet to the POC and obtain copies of court filings as directed by the POC.

6.6.4.1.1. In the event administration filings are requested, the Contractor shall review the court records and provide the name(s) and address(es) of the executor(s)/administrator(s) of the estate and identify all purported heirs, devisees, lienholders, and other parties who may have an interest in the tract. The Contractor may be requested to obtain such disclaimers or other curative documents as are necessary to determine ownership of the tract(s).

6.6.4.1.2. In the event divorce filings are requested, the Contractor shall review the court records and provide the name(s) and address(es) of the party(ies) awarded an interest in the tract. The Contractor may be requested to obtain such quitclaim deeds, affidavits of marital status, or such other curative documents as are necessary to confirm ownership of the tract(s).

6.6.4.2. Releases: The Contractor may be asked to confirm certain lien(s) or judgment(s) have been satisfied/released and obtain such documents to clarify the public land records. In the event a tract is encumbered with a mortgage lien (i.e., deed of trust), the Contractor may be required to obtain lender consent(s), subordination(s), partial release(s) and/or payment instructions to effectuate a partial acquisition/transfer of land.

6.6.4.3. Disclaimers: The Contractor may be asked to obtain disclaimer(s) of interest in particular tract(s) from public or private interest owners of record. The disclaimers may be related to easements, roadways, pipelines, or other encumbrances identified in the Call.

6.6.4.4. Affidavits: The Contractor may be asked to obtain affidavits of non-production or similar documents clarifying the status of oil, gas, and other subsurface exploration or production.

6.6.4.5. Secretary of State: The Contractor may be asked to obtain copies of corporate or other business organization (general partnership, limited partnership, limited liability company, joint venture, professional association, trust, etc.) documents filed with the Secretary of State (i.e., the articles of organization, operating agreement, certificate of good standing, etc.) The Contractor shall obtain such documents as are required to identify the organizational requirements and authorized signatories to effectuate a transfer of real property.

6.6.5. Upon successful completion of the curative action, the Contractor shall ensure the cured title defect are removed as an exclusion in the Title Commitment.

6.6.6. Memorandum (Incurable Defects): If the Contractor is unable to cure a title defect(s) identified in the curative Call, the Contractor shall provide a memorandum containing a narrative statement detailing the actions taken to attempt to cure the defect. The Contractor shall submit the memorandum to the POC within 15 days of determining the defect is incurable.

6.7. Updates: In the event closing on a tract does not occur prior to the expiration date of the Title Commitment or six (6) months from the issuance of a Title Commitment, whichever is earlier, the Government may issue a Call seeking an updated Title Commitment and Title Policy, applicable to the new closing date. The updated title research shall comply with the provisions of hereinabove.

7. Miscellaneous Title Services: The Government may issue individual Calls for one or more of the following Miscellaneous Title Services:

7.1. Mineral Title Report and Abstract: The Contractor shall research the public land records to determine the subsurface/mineral ownership of the tract( s) identified in the Call, and shall identify all documents transferring any such interest, as shown by the public land records, or otherwise known to the Contractor. The period of search of public land records shall be identified in the Call and shall include all documents affecting subsurface/mineral ownership. In the event that the review of the public land records reveals that the subject tract is located in more than one county, the public land records of all such counties must be researched.

7.1.1. Upon completion of the review of the public land records, the Contractor shall submit a Mineral Title Report (i.e., a mineral chain of title) for each tract identified in the Call. The Mineral Title Report shall be a typed, chronological list of all documents affecting title to the subsurface/mineral estate and must substantially comply with the format contained in Attachment 4. The Mineral Title Report shall (1) include the full name and address for all parties having or claiming any subsurface/mineral interest in, on or under the tract identified in the Call, including, without limitation, all mineral leases and other mineral interests that may impact the surface, as shown by the public land records or otherwise known to the Contractor; (2) identify the timeframe of search (beginning and ending date), current ownership, the last deed(s) of record vesting ownership of any interest in the subsurface/mineral estate; (3) include a description of each document found in the public land records or otherwise known to the Contractor affecting title to the subsurface/mineral estate, including the name(s) of the grantor(s) and grantee(s), the effective date or date of execution, recordation information (date, book and page, or instrument number), a description of the interest or percentage interest conveyed, identification of any reservations from or exceptions to such conveyance, identification of any affirmative and restrictive covenants (i.e. surface use rights or restrictions), and a brief description of the affected lands if only a portion of the tract is affected; and (4) a certification from the Contractor's title examiner/approving attorney that he or she has examined all relevant public land records pertaining to title for the required period of search, and that all matters of record affecting title are correctly shown in the Mineral Title Report.

7.1.2. Mineral Abstract: The Contractor shall clearly identify the subject tract and provide high-quality PDF copies of all documents found to affect title in the subsurface/mineral estate after examination of the public land records or otherwise known to or discovered by the Contractor. The Mineral Abstract shall contain an abstractor's certificate in the form approved by TL TA, or otherwise complies state laws and regulatory agencies, and the abstractor shall certify that he or she has examined all relevant public land records pertaining to title for the required period of search, and that all matters of record affecting title are correctly shown in the Mineral Abstract. The certificate should specify the number of pages contained in the Mineral Abstract and must be dated and signed by the abstractor.

7.2. Mineral Title Opinion: The Contractor shall provide a Mineral Title Opinion covering the current owner(s) and lessee(s) of subsurface/mineral interests, including the percentage interest of ownership (to the sixth decimal point) for each co-owner identified throughout the chain-oftitle. The Mineral Title Opinion shall be completed by a duly licensed attorney in the state in which the property is located. The Mineral Title Opinion will be based upon a Mineral Title Report and Abstract created by, or provided to, the Contractor.

7.3. Expert Witness: 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.

7.4. Mapping Services: The Contractor shall provide map depictions [metes & bound calls with XY coordinates (where information is available) in the appropriate State Plane Zone in the current datum and units or the project datum and units for the County the work is located in] of one or more of the encumbrances identified in the Title Report or Abstract, or exclusions from coverage listed in the Title Commitment or Title Policy, as requested in the Call. The product shall be a map of the parent tract, plots identifying the location(s) of the encumbrance(s) or exclusion(s), and an overlay of the tract(s) identified in the Call. The product should depict the spatial relationship between the subject tract and location(s) of the mapped encumbrance(s) or exclusion(s) (i.e., easements). The package shall include maps in high-quality PDF, CADD, and/or GIS feature class (ArcMap) file format, as requested in the Call. Map packages shall be submitted to the POC within the time period stated in the Call. The deadline may be extended by up to 15 calendar days by the POC.

8. TITLE REVIEW REPORT AND CURATIVE SERVICES

8.1. The Contractor shall provide a Title Review Report to be submitted to USACE Office of Counsel for final review and approval. The Title Review Report shall include analysis of all record title evidence, identify all encumbrances affecting the Subject Tract, and proffer an opinion as to the surface ownership of the Subject Tract which identifies all defects in title and curative measures available. The analysis should include discussion of how the ownership determination was made, analysis of unprobated estates (heirship of deceased owners), and provide comments and requirements regarding any issues in title that are uncovered. The Title Review Report will contain sections identifying the Legal Description for the Subject Tract and the Parent Tract (the larger parcel the Subject tract is derived from), Title Evidence Reviewed (Record and Non-Record [i.e., heirship research, mapping, etc.] ), Ownership [including any issues with authority to convey], and Encumbrances – Easements, Mineral Interests, Water Rights, Liens [listing any requirements to address the encumbrance]. See Attachment 6 for a Title Review Report example. Contractor may also be required to perform various complex curative services by way of preparing curative documents as needed.

8.2. Updates: Updates to the Title Review Report may be required prior to the completion of an acquisition and Title Policies may be requested. Furthermore, Department of Justice (DOJ) Title Regulation 7.4 requires the pre-acquisition examination of record title be updated through the date of recordation of the deed to the United States. Required updates will be specified in project-specific Calls.

9. REAL ESTATE CLOSINGS Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Fixed spelling. As discussed ensure you spell check checks full cap words.

9.1. The details of the closing necessarily differ according to number of landowners and the outstanding title interests, the number and variety of the encumbrances and title objections to be met, state and local laws and miscellaneous other details resulting from complications in the particular title. A closing generally entails recording of the deed and any other documents necessary to convey clear title to the interest contracted for to the United States of America, and disbursement of the purchase price to the appropriate parties.

9.2. The contractor shall obtain closing services from a local title company to conduct closings with landowners.

9.3. USACE will provide the contractor with a settlement statement, detailing the payment to each interested party (e.g., landowners, lienholders, taxing entities, tenants, lessees, etc.).

9.4. The contractor, through the title company, shall act as a closing agent and make prompt and accurate payments to all interested parties and ensure all real estate instruments are recorded in the appropriate county’s real property records.

9.5. Escrow closings are to be performed by the contractor with oversight from USACE. Decisions on price, terms, and conditions may only be approved by an appropriate USACE official.

9.6. The escrow procedure used by the contractor shall be approved by USACE and all closings will follow the requirements for closing land acquisition transactions set forth in Engineer Regulation 405-1-11 and the Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016) (the “DOJ Title Standards”).

9.7. The deed to the United States and additional closing documents (e.g., Settlement Statement/Payment and Closing Sheet and Receipt for Land Payment Check, Affidavit of Fact, Tax Payment Agreement, etc.) (hereinafter referred to as the “Closing Package”), will be provided by USACE. No changes to the Closing Package will be authorized without approval by an appropriate USACE official.

9.8. USACE will provide land purchase payments to the contractor which are to be held in escrow in a bank account maintained by the title insurer to facilitate conveyance of the deed and payment of funds to sellers and any other interested parties.

9.9. Upon receipt of the Closing Package, the contractor will review the entire file relating to the acquisition, will be fully acquainted with the terms and conditions of the sale, and with the condition of title. If any requirements to close are outstanding, the contractor shall not proceed with closing until approval is given by an appropriate USACE official.

9.10. The Payment and Closing Sheet and Receipt for Land Payment Check, will show, in detail, all of the purchase money, including all disbursements and receipts for the following: (1) Taxes and assessments; (2) Outstanding judgments (State and Federal); (3) Mortgages, deeds of trust, and other liens; (4) Amounts collected by the Government; (5) Landowner’s balance after all charges is deducted from the purchase price. Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Should we be spelling out Texas since this is intended to work other states?

9.11. All mortgages, deeds of trust, judgments, mechanics liens, and similar encumbrances will be satisfied, released or subordinated to the interest the United States is acquiring in the land, except as administratively waived by the Government’s Reviewing Attorney.

9.12. Taxes: Amounts due lessees, or other tenants, under a Consent to Offer to Sell Real Property, will be paid from the purchase price or by the landowner directly. With few exceptions, all taxes and assessments which, under the law of the State where the land is located, are a lien on the property as of the date of delivery and recordation of the deed to the United States must be paid at or before closing, unless provision for payment is made.

9.12.1. Where closing takes place before the determination of the amount of taxes, a sufficient sum will be withheld from the purchase price to satisfy the landowner’s pro rata share of such taxes. The pro rata share withheld should be based upon an estimate made after consultation with the tax assessor and consideration of the amount of taxes paid on the land for the preceding year.

9.12.2. If the taxes are not due and payable under state law, though the amount has been determined at the time of closing, the landowner’s pro rata share of such taxes will be withheld from the purchase price.

9.12.3. Funds withheld for the payment of taxes will be held by the contractor in an escrow account in accordance with the current financial management procedures and will be linked with the name of the landowner, identify the land for which the taxes were withheld by specifying the type of taxes, such as county, city, or school, and set forth the date that each will become due and payable in order that proper payment will be made to the tax office. An estimated amount for the remaining portion of taxes which are allocable to the period after the United States obtains title or takes possession of the property, whichever is earlier, will be committed from project funds for payments under Uniform Act.

9.12.4. The contractor will immediately notify the local tax official that title to the particular tract has been conveyed to the Unites States.

9.12.5. When the taxes become due and payable, the contractor will pay such taxes from the funds withheld from the purchase price. The tax receipt should be retained and provided to USACE with the fully executed Closing Package.

9.13. Disbursement of funds: No disbursement of the purchase price shall be made until:

9.13.1. A duly executed deed has been accepted by the Government.

9.13.2. All outstanding charges, liens, or encumbrances on the land have been satisfied and discharged, or a sufficient sum has been withheld from the purchase price to satisfy and discharge such charges, liens and encumbrances.

9.13.3. An appropriate USACE official has determined that the title is sufficient for the purpose for which it is being acquired, and all objections thereto have been eliminated or administratively waived in writing by the Government’s Reviewing Attorney.

9.13.4. When the requirements above have been satisfied, the balance of the purchase price shall be delivered to the landowners/sellers.

9.14. The deed and all instruments which release liens or encumbrances on the property shall be promptly recorded. The fully executed Closing Package (including original executed and recorded deed and other executed closing documents) will be returned to USACE.

9.15. If at any time during the course of acquisition by purchase, it becomes apparent that closing cannot be completed, the contractor shall notify the appropriate USACE official, and action may be taken by USACE to acquire land by condemnation.

10. General Information:

10.1. Quality Control Plan (QCP): The Contractor shall develop and maintain a QCP to ensure services are performed in accordance with (IAW) 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 USACE Point of Contact (POC). The Government will perform quality assurance in accordance with the Performance Requirements Summaries, Attachment 1. The Contractor shall participate in status and quality control meetings as requested by the Government, which may be held in person or via teleconference.

10.2. 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.

10.2.1. The Government shall perform the review and provide the Contractor with notice of non-compliance within 15 working days of receipt of a Call product. The Contractor shall provide all necessary corrections or revisions to the Call product within 10 working days of receipt of the notice. The deadlines contained herein may be extended by agreement between the POC and BPA Manager.

10.2.2. 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.

10.3. U.S. Holidays: Work shall not be performed on U.S. federally recognized holidays occurring during the normal workweek unless otherwise directed by the Contracting Officer. When a U.S. holiday occurs on a Saturday or a Sunday, the holiday is observed on the preceding Friday or following Monday, respectively.

Juneteenth Independence Day

Christmas Day

10.4. Place of Performance: These services under this contract are to be performed primarily within the state Texas, however, there may be a need for abstracting services to be conducted in other states based on mission requirements. Comment by Johnston, Nicholas CIV USARMY CESWF (USA): This needs to be revised. This is to vague. Texas, New Mexico, Arizona, and Southern California is more appropriate.

10.5. 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.

10.6. 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. Additional GFMs may be given to Contractor during the terms of this SOW (ex. Tax information for County/Parish).

10.7. The Contractor shall submit a Runsheet to the POC upon commencement of work on a Call, where available. The Runsheet should contain recordation information (Vol/Pg. or Inst. #), Grantor/Grantee, instrument type, instrument date, recording date, acreage, survey, or similar information applicable to each individual tract identified in the Call and/or discovered by the research performed.

10.8. 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 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.

10.8.1. Delays: In the event the Contractor determines that title product(s) ordered under this SOW may not be delivered by the expected completion date, the Contractor shall immediately notify the POC, explain the reason(s) for the delay, and provide the POC with the anticipated completion date. Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Umm?? Why 10.8.1? Where is .2?

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

10.10. The Contractor shall provide the POC with legible copies of all documents pertaining to the Record Title Evidence and other Title Services in high-quality PDF format, as provided in the Call. The Contractor may be required to provide a certified copy of some or all of the recorded instruments, if requested in the Call (reimbursable expense).

10.11. 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).

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

10.13. Payment: Upon completion of a Call, the Contractor shall invoice based on services provided. 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 Exhibit List: Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Don’t see these in the file?

Attachment 1/Technical Exhibit 1 – Performance Requirements Summary Attachment 2/Technical Exhibit 2 – Deliverables Schedule Attachment 3/ Technical Exhibit 3 – Technical Requirements, Specifications and Definitions Attachment 4/ Technical Exhibit 4 – Runsheet and Instructions Attachment 5/ Technical Exhibit 5 – Surface Title Reports with Instructions/Examples Attachment 6/ Technical Exhibit 6 – Title Review Report

TECHNICAL EXHIBIT 1

Performance Requirements Summary The Contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Performance Objective

PRS # 1.

The Contractor shall provide real estate tract ownership research (Abstracting).

PRS # 2

The Contractor shall provide professional title services (Title Commitment/ Updates/ Endorsements/ Final Title Policy)

PRS # 3

Meet timeframes for each search as described in SOW (up to 15 days for acreage, up to 10 days for subdivision, complete file…exception based on USACE approval)

TECHNICAL EXHIBIT 2

DELIVERABLES SCHEDULE

Note: All copies provided are to be in a high-quality PDF format, NO FAX COPIES accepted.

One per file

PDF and Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

Title Report provide with each ownership search, submitted to USACE (per DOJ Title Standards 2016 and requirements in SOW)

Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

All Documentation in the review file, applies to each ownership search as defined in “Call.”

(This applies to both Abstract and Title Policy services.)

(separated by individual document) PDF and Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

Word or Excel (electronic) Signed Hard Copy

Review & Approval by USACE-SWF-RE

Word or Excel (electronic)

Review & Approval by USACE-SWF-RE

TECHNICAL EXHIBIT 3 Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Fixed spelling

TECHNICAL REQUIREMENTS, SPECIFICATIONS AND DEFINITIONS Comment by Johnston, Nicholas CIV USARMY CESWF (USA): Fixed spelling

REAL ESTATE TITLE PRODUCT(S) & TRACT OWNERSHIP RESEARCH

For the purposes of the delivery of an abstract/title product under this agreement, an ownership is defined to be all that contiguous project area owned by all of the same parties. Such areas will be deemed to be a contiguous, single ownership even though traversed by servitudes for roads, railroads, pipelines, or other rights-of-way, or by non-navigable streams, political subdivisions, etc. Such area will also be deemed to be a single ownership even though acquired through multiple chains of title or if multiple conflicting chains of title exist over the property. Upon issuance of a “Call” for title ownership research, USACE will provide to the Contractor a copy of one of the following: project map, legal description, survey and/or document defining search area which will include a delineation of the boundaries for the project’s “area of interest” to be researched and reported on each “Call”. The majority of the Corps’ work is located in rural areas that do not have designated lot numbers, block numbers, or street addresses. Many, but not all, locations are designated on the tract plat map with Township, Range and Section numbers or a metes and bounds description with an Abstract and/or Survey number may be provided.

1. Requirements A. A signed and dated original, plus a PDF copy of each title commitment must be furnished for review and approval by USACE. In addition, the Contractor must furnish a signed and dated original of any Intermediate Certificate, Update, Endorsement and Final Title Policy, if requested. Each title product shall include a reference to the prime Contractor’s name, contract/BPA number, Call number, project name and/or tract number, where applicable.

B. The U.S. Department of Justice imposes certain minimum qualifications on Contractors who are not title companies but are attorneys or direct agents of title companies: Each Contractor must submit a written commitment from a title company authorized and qualified to issue such policies in the state where the land is located. The written commitment from the title company as required by this paragraph shall contain a statement of commitment that the title insurance company will issue title insurance products, including but not limited to, title commitment and final title policies, that comply with the requirements of the Department of Justice Title Standards 2016 as well as the terms and conditions of this agreement. If Contractor or its Subcontractor is a corporate entity, then it must be registered with the appropriate Secretary of State and be in good standing.

2. Description/Specifications:

A. General: The title search must include a chain of title for each ownership tract in the form of a “Title Report”. The research will also include the timeframe of search (beginning and ending date), current ownership and any outstanding third-party interest, including but not limited to servitudes, leases, mortgages, liens, etc. that may affect ownership or impede the full access to and/or use of the surface rights.

THE PERIOD OF SEARCH WILL ALWAYS BE: In accordance with the DOJ Title Standards 2016, except USACE requires a minimum of 60 years, unless otherwise requested, as defined by each “Call”. In the event that the record search by the Contractor or the communications during negotiation with the interest owner reveals the existence of a document or legal proceeding which impacts the ownership of the interests in the ownership tracts and that document or proceeding is not filed in the records of the County/Parish where the ownership under review is located, the Contractor is required obtain and review said documents and proceedings and their impact on the ownership tracts. For example, if an ownership’s property boundaries are located within multiple counties/parishes, the records of both counties/parishes will be researched. The Contractor will provide certified copies of such documents as must be filed in the records of the county/parish where the ownership tract is located. Where there is a fiduciary relationship conveyed, including but not limited to a usufructuary interest, the company will affirmatively state whether or not there exists any limitations or incapacity in the authority of the fiduciary to convey the property.

B. Chain-of-Title: For each search/ownership, the Contractor shall provide a “Title Report” which is a typed chronological descriptive list.