A04_PWS.docx

PERFORMANCE WORK STATEMENT

ONLINE AUCTION SERVICES

BLM LAND SALES

1. GENERAL INFORMATION

The scope of this contract is to provide commercially available online auction services for the Bureau of Land Management (BLM) Nevada’s Special Legislation Program Competitive Modified Land Sale program and to sell parcels of federal land that have been deemed suitable for disposal (referred to as "Parcels"). The Contractor shall supply all online auction systems, inclusive marketing, and expertise necessary to provide the services described herein at zero (0) cost to the BLM. The Contractor’s compensation will be commission-based. The BLM and the Contractor shall be referred to collectively as the “Parties.”

1.1. Background

The BLM Nevada Special Legislation Program currently offers competitive and modified competitive land sales through a pilot online auction. Since 2021, the number of online auctions held yearly varied from zero (0) to two (2), with the number of parcels offered per auction ranging from three (3) to thirty-five (35). The fair market value of parcels varies from $10,000 to several million dollars.

The bidding regulations authorize the BLM to conduct online land auctions using modified competitive bidding procedures, provided that the “authorized officer determines it is necessary in order to assure equitable distribution of land among purchasers or to recognize equitable considerations or public policies.” (43 C.F.R. § 2711.3-2(a)).

The modified competitive auction and sale are subject to the applicable provisions of the Federal Land Policy and Management Act of 1976 (FLPMA), as amended, and the BLM land sale regulations. Information on the current BLM process and laws and regulations that govern the BLM modified competitive land sale process can be found in the 43 CFR Part 2711.

1.2. Period of Performance

The term of this contract shall be one (1) year from the date of the award, with up to four (4) one-year options, and an optional 6-month time extension for specific auctions that will be identified if the option is exercised, resulting in a maximum contract duration of five (5) years six (6) months.

The first auction is anticipated to occur between September and December 2025. Dates for subsequent auctions are currently unknown.

1.3. Order of Precedent

The Contractor’s responsibilities to the BLM under this contract will be subject to the terms and conditions outlined in this document. Between the BLM and Bidder of the BLM land auction (hereafter referred to as “Bidder”), the terms and conditions of the parcel offered by the BLM on the website for each of the BLM’s Parcels shall supersede and control any conflicting terms and conditions in this contract.

Patents prepared by the BLM are the controlling document over this contract as to what interest is conveyed by the BLM. The BLM shall determine the conditions associated with the online auction, including when or if a Parcel will be offered for sale, whether it is to be removed from the online auction, whether bids can be viewed by other Bidders, which disclaimers or stipulations will be listed on the contractor’s website, and other such terms and conditions associated with the online auction of the Parcels.

1.4. Contract Administration

The Contractor shall provide a primary and back-up point of contact (POC) for the BLM who are responsible for administration of this contract upon award. The POCs must have the authority to administer contract agreements and address contract performance issues. The identified individual and alternate shall have full authority to commit the Contractor on all matters relating to the performance of this contract.

The Contractor will manage the quality of the services delivered using their internal management structure and quality control plan. and will use innovative processes and continuous quality improvement in the execution of the Performance Work Statement (PWS). The Contractor will develop and implement procedures to identify, prevent and ensure non-recurrence of defective services. The Contractor will provide their quality control plan document to the BLM for review and approval.

The Contractor will monitor performance of metrics defined in this document and proved Monthly and Annual Activity Report to BLM for tracking the Contractor performance. Upon request, the Contractor will provide this information to the BLM at other times. The Contractor must obtain and maintain any professional licenses and permits required by federal, state, and local laws for the performance of this contract. Additionally, the Contractor will comply with all privacy laws to protect personal information they may encounter while completing the tasks associated with this contract.

1.5. Exclusive Right to Online Modified Competitive Land Auction

The BLM hereby grants to the Contractor the exclusive right to conduct modified competitive online land auctions related to the BLM Nevada’s Special Legislation Program Parcels that are available under the Southern Nevada Public Land Management Act of 1998; Lincoln County Conservation, Recreation, and Development Act of 2004; White Pine County Conservation, Recreation, and Development Act of 2006; and Omnibus Public Land Management Act of 2009, Subtitle G. Notwithstanding the foregoing, the BLM may continue to offer competitive and modified competitive land auctions through public oral and written bid auctioning and all other non-online offerings for its land sales in any manner it desires and in its sole discretion, as allowed by law. All Parcels that remain unsold after the initial online auction shall be released back to BLM. The BLM may offer such non-online auction without obligation to the Contractor. BLM may post notifications, or other such information associated with these non-online offerings on its website or through any other electronic means available.

Furthermore, a 22-parcel SNPLMA modified competitive online land auction may be excluded from this contract at the sole discretion of the BLM.

1.6. Commission and Fees Agreement

The BLM hereby agrees to allow the Contractor to charge the Bidder a commission (percentage based) of the gross sale price of each Parcel sold using the online land auction system website (Commission); or by mutually agreed upon other means of sale between the BLM and the Contractor, including but not limited to a sale negotiated by the Parties subsequent to an online auction. For the purpose of determining the Commission, the gross land sale price shall mean the bid amount used by the BLM to determine the successful bidder in connection with a parcel.

The gross land sale price will not include any administrative type fees from BLM. This Commission shall be paid by the Bidder(s) in addition to any fees and fiscal terms, paid to BLM. It is the intent of the Parties that all payments to the Contractor are commission-based and at no time will the BLM incur obligation for payment to the Contractor as a result of services provided to the BLM under this contract.

In the event a parcel remains unsold 24-hours after the close of the on-line auction, no commissions or fees shall be payable to the Contractor. The BLM may reject any and all bids for any reason, even if it is the highest bid for the parcel. No commissions or fees shall be payable to the Contractor for any bids rejected by the BLM when the Parcel is not sold. Additionally, the Contractor’s sole remedy for collection of Commission is with the Bidder and the Bidder’s sole remedy for disputes over the Commission is with the Contractor. The Contractor shall ensure stipulations provided with the Parcel include and make clear the BLM’s indemnification from liability over disputes arising over Commission.

1.7. Warranties

The sale of the Parcel shall be without warranty whatsoever, express, statutory, or implied as to description, title, condition, quality, fitness for purpose, merchantability, or otherwise. The BLM makes no representation or warranty whatsoever as to the physical condition of the Parcel. The BLM has made no statements or representations concerning the present or future value of the anticipated income, costs, or profits, if any, to be derived from the Parcel.

ALL PARCELS ARE SOLD ON AN "AS IS"/"WHERE IS" CONDITION. It is the duty of the Bidder to validate whether the title is marketable, defensible, or acceptable to the Bidder. The Contractor must ensure to post with the listing all information provided by the BLM.

1.8. Indemnification

The Anti-Deficiency Act (31 U.S.C. 1341) states that indemnification violation is unenforceable against the Government and shall not be deemed binding. Liability of Parties as to breach of contract is governed by federal law and contract clauses contained herein. Insomuch as indemnification does not create an Anti-Deficiency Act violation, the following shall govern:

The BLM agrees that the Contractor and its officers, directors, shareholders, agents, representatives, contractors, successors and assigns are not liable to the BLM for any breach resulting from the successful Bidder’s failure to close the sale of the Parcel or any other breach of duty owed to the BLM from the successful Bidder by nature of the agreement with the Contractor or any other agreements between the Parties. The BLM’s sole remedy is against the successful Bidder for such breaches.

1.9. Government Furnished Items and Information

No on-site performance is required. The BLM will not provide workspace or equipment to the Contractor for the performance of this service. The BLM hereby agrees to make available, at its local field offices or review by potential Bidders, all records and instruments relating to the Parcels that are public information and that are in the BLM’s possession. The BLM consents and agrees that the Contractor may circulate, publish and distribute the Parcel Information Sheet, stipulations, and all other related data furnished by the BLM in performing this service to qualified Bidders. The BLM will determine which information to provide to qualified Bidders on the Parcel Information Sheet and will approve this information prior to it the Contractor posting it on the online auction website. In no event will the Contractor require or obligate the BLM to deliver to any potential Bidder any proprietary or confidential information, including but not limited to geology, geophysical, seismic, appraisals or other such information.

The Contractor may have a limited right to use the BLM’s logos, trademarks and promotional designs electronically or in print, provided the Contractor first receives prior written consent from the BLM. The Contractor shall not refer to contracts awarded by the Department of the Interior in commercial advertising, as defined in FAR 31.205–1, in a manner which states or implies that the product or service provided is approved or endorsed by the Government or is considered by the Government to be superior to other products or services. This restriction is to avoid the appearance of preference by the Government toward any product or service. The Contractor may request the BLM contracting officer to make a determination as to the propriety of promotional material. Information associated with the land sale bidding process and provided to or by the Contractor, the BLM, or a potential Bidder may be subject to federal law. The BLM will provide the Contractor with language stating that all bidding and land sales shall be subject to all applicable statutes and administrative rules which the Contractor will use for website disclaimers.

2. DESCRIPTION OF SERVICES

The Contractor shall supply the contract information for their Nevada real estate broker license, all systems, marketing, and labor necessary to provide the services described herein. The Contractor shall use an established online commercial service for auctioning land for the BLM using an online format. The Contractor shall have an established commercial marketing and awareness strategy for promoting the auction of the BLM Parcels to be offered for sale. The Contractor shall have the personnel, skills, licenses, and experience necessary to act as an online auction broker in Nevada for the sale of federal land Parcels.

The Contractor shall make available to the BLM online access to the commercial auction system for conducting online land sales. The BLM requires access by a standard secure browser computer configuration. The Contractor shall supply the BLM with access control and authentication credentials for access to the auction system as necessary to supply service offering.

2.1. Licensed Real Estate Broker with the Nevada Real Estate Division

The Contractor will retain, and disclose their affiliated, licensed Nevada Real Estate Broker to the BLM for inclusion in the Notice of Realty Action (NORA).

2.2. User Accessibility

The Contractor shall make the auction system accessible for all potential Bidders using standard consumer hardware and mobile devices. The Contractor shall maintain the website with built-in help features and documentation to facilitate successful use of the auction system. The Contractor’s website shall display contact information, including the telephone number, for the Contractor in a help desk function and the Contractor will provide basic help support via the telephone from 7 a.m. PST to 5p.m. PST any time information about an auction is live as part of its commercially provided user support process. In addition, 48 hours before the auction closes the Contractor will provide basic help support via the telephone from 7 a.m. EST to 5 p.m. PST.

2.3. BLM Land Sale Processes, Laws and Regulations

The Contractor shall provide systems and services that support the online auctioning of the Parcels within current law and regulation. Information on the current BLM process and laws and regulations that govern the BLM land sale process can be found in the 43 CFR Part 2711.

To streamline Nevada’s Special Legislation Program land sales processes, BLM Nevada has elected to initiate modified bidding procedures based on public policies for certain upcoming land sales and must provide public notice of this intention. In addition to describing the selected modified competitive bidding procedure(s), any NORA for such a sale must explain why the modified bidding procedure(s) is appropriate. Please refer to 43 C.F.R. § 2711.3 for further details.

In the past, insincere bidders have submitted their bid on a Parcels during the live auction and the BLM declared that bidder as the high bidders, and then that bidder never remitted a deposit or any money for the bid and thereby disrupting competitive land sales process by leaving the BLM with no sale and no deposit to retain after the BLM had expended significant resources to conduct the competitive auction. In consideration of the need to protect the integrity of the auction process and the public policy of ensuring that only serious bidders participate in an auction, the BLM may limit persons permitted to participate in the auction and may require a minimum bid guarantee in advance of bidding on Parcels.

BLM may, at its sole discretion, require the contractor to include language on the auction site stating that to participate in the online modified competitive sale, all registered bidders must submit a bid guarantee deposit to BLM in the amount of $10,000 (or another amount as determined solely by BLM). This deposit must be made by certified check, postal money order, bank draft, or cashier’s check, payable in U.S. dollars to the “Department of the Interior, Bureau of Land Management. This guarantee must be submitted at the time of sale registration or in advance of the sale day. Additionally, the $10,000 (or other specified amount) bid guarantee is nonrefundable unless the bidder is unsuccessful in the modified competitive sale. The local BLM District Office will be responsible for the collection of bid guarantee deposits and any funding transactions.

The Contractor will email the successful bidder(s) a system generated high bidder letter with detailed information for full payment at the conclusion of the auction.

In accordance with 43 CFR 2711.3-1(d), failure to pay the full purchase price within 180 days of the sale will result in forfeiture of the bid deposit. No exceptions will be made. The BLM cannot accept the remainder of the bid price at any time following the 180th day after the sale.

In accordance with 43 CFR 2711.3-1(f), the BLM may accept or reject any or all offers to purchase or withdraw any parcel of land or interest therein from sale within 30 days, if the BLM authorized officer determines consummation of the sale would be inconsistent with any law, or for other reasons as may be provided by applicable law or regulations. No contractual or other rights against the United States may accrue until the BLM officially accepts the offer to purchase and the full bid price is paid.

The BLM seeks to use the Contractor’s system to augment current process by posting information on the online auction website if or when approved. The public and interested parties may protest the auction of Parcels posted during this initial period. The Contractor must provide a link to the BLM’s contact information for anyone wishing to submit a protest to the auction action.

2.4. Bidder Registration and Qualification Process

All bidders must be registered in the system and qualified in accordance with BLM rules for qualification of bidders., including those found in 43 CFR 2711.2. This includes bidders signing the Enhanced Bidder Registration Form. This form certifies that the undersigned potential bidder, or the principal party whom the undersigned potential bidder is acting on the behalf of (both referenced here forth as “undersigned”), is in compliance with the applicable regulations governing a bid. The undersigned certifies that any bid submitted by the undersigned is a good faith statement of intention by the undersigned to acquire the parcel of lands. The undersigned acknowledge that if a bid is declared the high bid, it will constitute a legally binding commitment to complete the purchase of the land parcel per 43 CFR 2700.

The established processes within the Contractor online land auction system shall include a qualification and registration process for Bidders capable of accessing and bidding on BLM’s land Parcels. The online land auction system shall allow for a customized registration process to ensure only qualified Bidders participate in a BLM modified competitive land auction. The online land auction system shall ensure that the Contractor properly screens all bidders using existing system control features and as supplemented with the BLM’s specific regulatory requirements for qualifying bidders. Registration for the BLM’s competitive land auctions shall require that qualified Bidders acknowledge and agree to all unique stipulations required by the Contractor and the BLM’s regulations.

The Contractor shall create a process to validate the identity of a Bidder to ensure no fraudulent or intentionally disingenuous Bidder can bid in an auction. The Contractor shall create a process to verify with a Bidder’s financial institution that the Bidder has the financial means to pay in excess of the fair market value for at least one of the Parcels offered in the Auction. The Contractor shall approve through a participating BLM District Office a bid allowance (specified amount up to which a Bidder is approved to bid) based on the findings of financial standing and resources.

The Contractor must be able to accept unique stipulations on a per parcel basis, be able to impose additional qualifications, restrictions and regulations that potential bidders must abide by, including, but not limited to additional forms, parcel maps, aerial videography, agreements, active assertions and other types of qualifications dictated by the BLM. Additionally, BLM may require the Contractor to bar certain individuals and entities from participation based on the entity itself, its origination, or other criteria. BLM will deliver the criteria to the Contractor prior to the Contractor advertising a parcel.

In the event there are no successful bids for a Parcel or Parcels during the online auction, the BLM may make the Parcel(s) available through the BLM’s other sale processes. The Contractor shall not receive a Commission for any unsold parcel. The BLM shall have the right to reject any bid, within 24-hours of the auction closing, in its sole discretion, even though the appraised fair market value amount was met by a qualified bid and the Contractor will not be entitled to a Commission.

In situations where BLM rejects the highest qualified bid the Contractors action system will have the capability to offer the next highest bidder the opportunity to acquire the parcel. The decision to offer the parcel to the next higher bidder is the sole discretion of the BLM. In the event the parcel is offered to the next highest bidder by BLM and the bidder agrees to purchase the parcel the Contractor may request a Commission from the bidder based on their bid.

2.5. Land Auction Posting Review Support

The Contractor shall provide market and online auction expertise to review land auction listings and determine suitability and marketability for successful internet auction prior to posting. The BLM participating District Office will verify the fair market value with the Contractor. The Contractor will provide a submission process (system and/or manual) to the BLM. The Contractor shall complete this auction review process within calendar 30 days of a submission by BLM of the Parcels for sale.

2.6. Effective Date and Closing of Auction

The closing of the sale of Parcels resulting from the Online Auction is the date set forth by the BLM in the Federal Register Notice, pending extenuating circumstances.

Immediately following the expiration of the designated time period, the Contractor will review all bids received to ensure bidders’ compliance with all BLM imposed terms and conditions. The Contractor shall declare the successful bidder so the 20% deposit can be collected within statutory limitations.

2.7. Land Sale Payment Support

The BLM payment instructions will be provided to the Contractor for inclusion in the online land sale and are subject to change at any time. The Contractor’s auction system shall cooperate with the BLM’s system interface project and any future automation for the payment and disbursement of said funds

The Contractor shall assist in facilitating timely payment to the BLM. As such, the online land auction system shall show and/or notify all instructional payment information and deadlines to the successful Bidder. In addition, the Contractor shall create a manual or system-generated invoice for the parcel which details the correct amount due, payment deadlines, and payment options available, with line items listed for each value. The Contractor shall transmit this invoice to the successful Bidder via email (or other modality as approved by the BLM) following the expiration of the designated bidding period.

2.8. Successful Bidder Default

If a successful Bidder defaults for any reason after the date of Online Auction but prior to the BLM’s issuing a patent, the BLM will have the following options:

i. At the BLM’s discretion, offer parcel using oral auction or other methods outside of online auction.

ii. Reject the bid and re-offer the Parcel for re-sale at a future date through the submittal of a Parcel Information Sheet. The BLM acknowledges and agrees that if the successful Bidder has tendered full payment and then subsequently defaults as to other terms and conditions, the Contractor will be relieved of any further obligations and the BLM’s sole remedy for performance or damages is against the Bidder.

2.9. Additional System Capability

The Contractor must have the ability to remove Parcels from the online land auction system at the direction of the BLM. The Contractor shall accept parcel information for the online auctions electronically (e-mail or other modalities including through any future system interface project) and/or through direct input by BLM personnel, and as individual Parcels or groups of Parcels. The Contractor’s online land auction system must allow the BLM to provide detailed terms, conditions, and stipulations that potential bidders must follow and accept to comply with applicable laws, rules and regulations relating to conducting business with the BLM. The Contractor’s online land auction system must make available any land sale forms that may be required by BLM regulation.

The Contractor shall insure 99% availability (uptime) of the time. The Contractors shall support parcel research by providing interactive geographical mapping and aerial videography of the BLM Parcels.

Online land auction system users shall be able to see the geographical location and aerial videography of a BLM parcel in relation to other parcel listings, areas of interest, access roads and other rights-of-ways, etc., through aerial imagery. The Contractor shall create and electronically publish parcel maps from legal land descriptions and aerial videography. The BLM will approve the legal land descriptions and the associated maps and aerial videography for each parcel. The Contractor’s online land auction system will support updates of information on the land sale parcel.

The Contractor must ensure that the online auction system displays the total price seen by the Bidder, and the total price represents the bidder’s total obligation for payment inclusive of a high bid amount, twenty percent (20%) deposit, full purchase price, the BLM administrative fees, and the Contractor’s Commission costs.

Each land sale unit (individual or groups of Parcels) shall exist as its own distinct auction throughout the entire sale process independently of other Parcels being sold. The Contractor’s online land auction system will use encrypted and signed secure connections to ensure no unauthorized access of information.

The Contractor’s online land auction system must limit the amount of time for bidders to place bids. The BLM will only consider bids placed during the designated time period. The Contractor’s online auction land system shall provide a precise timing mechanism for tracking bids, including a traceable time source and synchronized time among all network resources.

The Contractor will comply with Electronic and Information Technology (EIT) Accessibility under Section 508 of the Rehabilitation Act (www.section508.gov).

The Contractor shall maintain accurate electronic records of the BLM online land sales. The Contractor shall provide a Land Auction Report (Report) after determination of the highest bidder. The Report layout will be provided to BLM as an excel spreadsheet. A printout of the Report layout (worksheets, headers, column titles, row titles, spacing etc.) will be submitted to BLM for review and approval. The Report will list the following items at a minimum:

· Summary of Results:

· Total Number of Parcels (Offered and Receiving Bids)

· Total Acreage (Offered and Receiving Bids)

· Percentage of Parcels Receiving Bids

· Percentage of Acreage Receiving Bids

· Grand Total

· High Bid Per Acre

· High Bid Per Parcel

· Parcel Number

· Parcel Acreage

· BLM Serial Number

· List of Bidders

· Bidder Number

· Bidder Name/Address, City, State, Zip

· Backup bidder

· BLM Administrative Fee (if any)

· Total Due

2.10. Marketing Activities

The Contractor shall provide its standard (inclusive) commercial marketing services in support of the BLM’s modified competitive land auctions. Services shall include the following, at a minimum:

· E-mail marketing;

· Saved search notifications;

· Social media outreach; and

· Other standard marketing strategies.

2.11. Miscellaneous Terms

The BLM nor its employees, directors, officers, affiliates, representatives, assigns and agents will participate in the bidding or in any subsequent negotiating process by making bids or offers on its Parcels, posted for Online Auction on the website.

The BLM acknowledges and agrees that a Bidder may, by executed Power of Attorney designate certain individuals to bid or negotiate and purchase Parcels posted for Online Auction on the website. Compensation, if any, is to be paid solely by the Bidder to their representative.

If any term of this contract is invalid, illegal or incapable of being enforced under any applicable rule or law, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability and all other conditions and provisions of this contract shall, nevertheless, remain in full force and effect so long as the economic or legal substance of the transaction contemplated hereby is not affected in a materially adverse manner with respect to either party.

3. DELIVERABLES

All deliverables shall be provided by system export and/or manual delivery methods in an Adobe PDF or Microsoft Excel format or as otherwise requested by the BLM to the BLM Nevada State Office, Division of Resources, Lands and Planning, 1340 Financial Blvd., Reno, Nevada 89502.

manually Annually within ten (10) days of the end of each year following date of award.

determination of highest Bidder

calendar month

4. PERFORMANCE THRESHOLDS

Performance Metric System Availability Does not include downtime for:

1. Advanced notification with BLM approval Performance Standard System is available for bidding within the time specified in the contract

AQL

Total: >99% system uptime per month in hours rounded to nearest hour

completed within the allotted time specified in contract Satisfactory: Average time for listing review is < 30 days.

Very Good: Average time for listing review is < 15 days.

Exceptional: Average time for listing review < 7 days.

provided on schedule and meet format and content requirement of task order.

>95% of all documentation deliverables are provided on schedule as measured monthly (total deliverables on schedule/total document deliverables due).

5. COORDINATION & MEETINGS

The Contractor should anticipate up to five (5) meetings before the first online auction for website review and coordination. The contractor should anticipate two (2) meetings prior to all subsequent auctions. There will be a close out meeting following each auction.