Final Legal Services.docx

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

PAGE 1 OF

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

AG-1B01-S-11-0001

6. SOLICITATION ISSUE DATE

January 5, 2011

7. FOR SOLICITATION

INFORMATION CALL

a. NAME Beth A. Chapman/Beth.Chapman@me.usda.gov

b. TELEPHONE NO. (No collect calls) 207-990-9101

8. OFFER DUE DATE/LOCAL TIME

January 25, 2011

9. ISSUED BY CODE

DESTINATION UNLESS BLOCK IS MARKED

|X| SEE SCHEDULE

12. DISCOUNT TERMS

USDA, Rural Development 967 Illinois Ave., Suite 4 P.O. Box 405 Bangor ME 04401

|_| UNRESTRICTED OR

|X| SET ASIDE: 100% FOR

|X| SMALL BUSINESS

|_| EMERGING SMALL BUSINESS

|_| HUBZONE SMALL BUSINESS

|_| SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS

|_| 8(A)

Discount: 0% Net due: 30

13b. RATING

NAICS: 541110

SIZE STD: $

15. DELIVER TO CODE

16. ADMINISTERED BY CODE

USDA Rural Development 967 Illinois Avenue, Suite 4 P.O. Box 405, Bangor ME 04401 USDA Rural Development 967 Illinois Avenue, Suite 4, P.O. Box 405, Bangor ME 04401

18a. PAYMENT WILL BE MADE BY CODE

XD01

USDA Rural Development 967 Illinois Avenue, Suite 4 P.O. Box 405 Bangor ME 04401

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

SEE SECTION B

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

25. ACCOUNTING AND APPROPRIATION DATA

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

|X| 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA |X| ARE |_| ARE NOT ATTACHED.

|_| 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA |X| ARE |_| ARE NOT ATTACHED.

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

31c. DATE SIGNED

Section B – Services and Price/Costs

B.1 SERVICES

Services shall be performed for the entire state of Maine and as described in Section C of this solicitation and Call Orders will be issued under this Blanket Purchase Agreement (BPA).

Cases ordered under this agreement will be paid at the following prices, excluding Associated Services set forth in B.2, Associated Services, to fully complete the work statement actions as follows:

BASE PERIOD: February 7, 2011 – February 6, 2012

TOTAL ALL 0001 LINES $_______

ENFORCEMENT PERCENTAGE IS TO BE BID FOR PAYMENT

PURPOSES ONLY, NO OBLIGATION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment (Pursuant to Section 5b,e) 5 EA ____________% of collections

OPTION PERIOD ONE: February 7, 2012 – February 6, 2013

TOTAL ALL 1001 LINES $_______

ENFORCEMENT PERCENTAGE IS TO BE BID FOR PAYMENT

PURPOSES ONLY, NO OBLIGATION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment (Pursuant to Section 5b,e) 5 EA ____________% of collections

OPTION YEAR TWO: February 7, 2013 – February 6, 2014

TOTAL ALL 2001 LINES $_______

ENFORCEMENT PERCENTAGE IS TO BE BID FOR PAYMENT

PURPOSES ONLY, NO OBLIGATION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment (Pursuant to Section 5b,e) 5 EA ____________% of collections

OPTION YEAR THREE: February 7 –February 6, 2015

TOTAL ALL 3001 LINES $________

ENFORCEMENT PERCENTAGE IS TO BE BID FOR PAYMENT

PURPOSES ONLY, NO OBLIGATION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment (Pursuant to Section 5b,e) 5 EA ____________%

OPTION YEAR FOUR: February 7, 2015 –February 6, 2016

TOTAL ALL 4001 LINES $________

ENFORCEMENT PERCENTAGE IS TO BE BID FOR PAYMENT

PURPOSES ONLY, NO OBLIGATION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment (Pursuant to Section 5b,e) 5 EA ____________%

Total Contract Value NTE (0001AA, 0002AB, 0003AC, 0004AD, 1001AA, 1002AB, 1003AC, 1004AD, 2001AA, 2002AB, 2003AC, 2004AD, 3001AA, 3002AB, 3003AC, 3004AD, 4001AA, 4002AB, 4003AC, 4004AD)

B.2 ASSOCIATED SERVICES: USDA Rural Development shall reimburse the contractor for actual expenses advanced which are necessary to effect the legal actions under this BPA. Expenditures for such associated services are payable upon final completion of the foreclosure actions; or if the foreclosure action is not completed through no fault of the contractor, upon return of the incomplete case to USDA. All invoices for completed associated services shall be fully documented by including receipts evidencing payment by the contractor and shall identify the borrower with which the expenditure is connected.

Associated Services include filing fees; recording fees; court costs; advertising expenses; fees for document service where required by law; costs of title insurance when required by the Administering Contract Officer (ACO); sheriff fees, if applicable; and other customary costs requisite to the litigation or judgment enforcement under this contract. Associated services DO NOT include the following which are in the contractor’s basic fixed unit price: attorney fees, separate fee for title search; title search updates; suit fees, travel; telephone; mailing expenses; duplications, personnel; equipment; office space costs.

For any specific cost exceeding $2,000 or for cumulative costs exceeding $3,000 for any one case, the contractor shall obtain written approval from the ACO prior to incurring the cost(s).

Payments will not be made for actions not completed, except for prorated amounts in accordance with Sections D. Proration for Incomplete Cases, whether or not the failure to complete was the fault of the Contractor.

Bidders/Offerors shall enter unit prices and amounts for contract line items and contract subline items as indicated in the schedule.

In the event there is a difference between a unit price and the extended total amount, the unit price will be held to be the intended quote and the total of the contract line item or contract subline item will be recomputed accordingly. The contract line item which includes recomputed contract subline items will also be recomputed to take into account the change the contract subline item. If the offeror provides a total amount for a contract line item or contract subline item but fails to enter the unit price, the total amount divided by the contract line item or contract subline item quantity will be held to be the intended unit price.

B.3 SPECIAL CONTRACT REQUIREMENTS

(a) RESTRICTIONS AGAINST DISCLOSURE (FEB 1988) The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part in any manner or form, or to authorize orpermit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a "need to know" basis. The Contractor agrees to immediately notify in writing, the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

The Contractor agrees not to disclose any information concerning the work under this contract to any persons or individual unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(b) KEY PERSONNEL (FEB 1988) The Contractor shall assign to this contract the following key personnel: __________________ During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the Contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any additional information requested by the Contracting Officer. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

(c) CONFIDENTIALITY OF INFORMATION (FEB 1988) Confidential information, as used in this clause, means –

(1) information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the "Disputes" clause.

Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State or local laws.

(End of Clause) Section C - Description/Specifications/Statement of Work

1. INTRODUCTION

Section 1045 of the Stewart B. McKinney Homeless Assistance Act of 1988 amended Section 510(d) of the Housing Act of 1949 [42 U.S.C. 1480 (d)] to provide the Secretary of Agriculture, in the prosecution or defense of any litigation under Section 502, the discretion to use the services of U.S. Attorneys, the USDA Office of the General Counsel, or any other attorney with whom the Secretary enters into a contract, upon determining that the attorney will provide competent and cost-effective representation for Rural Development. Section 502/504 loans are generally secured by first mortgages on modest dwellings located on non-farm tracts of one acre or less. In some instances, Rural Development also holds subsequent mortgages on the security, usually without intervening liens. Many of Rural Development’s more recent loans are leveraged with other lenders. In those cases, Rural Development’s security interest may be subordinate to the other lenders’ liens.

2. OBJECTIVE

The objective of this contract is to retain a private licensed attorney or law firm (hereinafter called “Contractor”) to provide legal services for foreclosures with or without deficiency judgments, judgments, bankruptcies, and/or action to recover possession related to Section 502/504 (Single Family Housing) debts to the United States of America, acting through Rural Development, United States Department of Agriculture (USDA). All suits will be filed in the State Court for the county where the security property is located. All attorneys performing legal services under this agreement, whether an individual attorney or a member of a firm, shall be duly licensed to practice law in the State of Maine.

3. SCOPE

The Contractor shall provide all legal and related services; including title search update, in connection with each assigned case to complete the foreclosure, obtain and enforce the deficiency judgment if applicable, sue for, obtain, and enforce other judgments, and/or recover possession of Government-owned property and act for Rural Development in bankruptcy proceedings as directed by the Administering Contracting Officer (ACO).

The Contractor shall handle all litigation through the State Court system for the county in which the Rural Development security is located unless specifically directed otherwise in writing by the ACO.

Award of this contract does not guarantee the Contractor any minimum number of cases during the term of the contract, although an estimate of the number of cases in each category is provided.

The Contractor will notify the ACO within five (5) days of becoming aware of a challenge or counterclaim asserted against the United States and provide a copy of the pleadings and documents that relate to the challenge or counter-claim, after which the Contractor will take no further action until instructed by Rural Development.

Rural Development retains the sole right to determine the cases to be assigned under this contract, and may elect not to use legal services under this contract for all cases arising during the term of the contract

4. STANDARDS

All litigation, enforcement, and collection actions on the part of the Contractor shall be in compliance and consistent with appropriate Federal, State, and local statutes, regulations, and ethical standards which apply to the liquidation of loan security and collection of debts. These include, but are not limited to:

The Privacy Act of 1974, as amended (5 U.S.C. 552a);

Fair Debt Collection Practices Act (15 U.S.C. 1692 et seq.);

Debt Collection Act of 1982, as amended (P.L. 97-365);

American Bar Association Model Rules of Professional Responsibility (1983).

These statutes and standards listed above, as well as other applicable Federal and State laws and regulations pertaining to the Government as a whole are incorporated by reference into this Statement of Work and are considered a part of the contract. Violation of applicable law, regulation or ethical standards shall be cause for termination of the contract for default.

5. DESCRIPTION OF SERVICES TO BE PROVIDED

(a) Foreclosure: Within ten (10) working days after assignment of a case for foreclosure, the Contractor shall commence legal action to foreclose and bring the security property to public sale within the time restraints prescribed by State law. The Contractor will be responsible for preparing and filing all required documents and for obtaining all necessary signatures. All foreclosure sales will be subject to any outstanding prior liens including real estate taxes and assessments; and all foreclosure complaints shall contain a prayer for possession of the property by the purchaser so a separate suit need not be brought to obtain possession. Execution of the portion of an order to eject occupants shall be undertaken only when specifically directed by the ACO.

Monthly progress reports shall be prepared for all outstanding cases. These reports shall detail the status of each case and be forwarded to the ACO by the 5th of each month and will document milestones (i.e. date received from ACO, complaint filed with the Court; service completed, judgment executed and date of foreclosure sale scheduled; foreclosure sale completed; proceeds/deed delivered to Rural Development.)

The date of the redemption period expiration and the date of foreclosure sale are to be determined at the time of the judgment and Rural Development is to be notified in writing within 10 days. A copy of the Notice of Foreclosure Sale will be forwarded to the COR with the Judgment. The location of the sale shall be determined in accordance with State law.

The COR will determine Rural Development’s bid, and notify the Contractor at least 24 hours prior to the sale. The Contractor shall enter the bid on behalf of Rural Development when no other party has entered a bid or at the point in the bidding necessary to prevent the security property from being sold for less than Rural Development’s bid amount.

Terms of Sale: Ten (10) percent of the purchase price will be required to be paid by cash, bank or certified check, or money order (made payable to Rural Development) at the time of foreclosure sale. The balance will be required to be paid by bank or certified check, attorney’s escrow check, or money order made payable to USDA Rural Development and delivered to the Contractor within two (2) business days of the foreclosure sale and the Contractor needs to deliver to Rural Development within 24 hours.

A foreclosure is deemed to be completed for inspection and acceptance under this contract:

(1) When the deed has been recorded and a final report on the foreclosure and certification of clear title has been provided to Rural Development by the Contractor; or

(2) When the deed has been delivered to the purchaser and the proceeds from the sale and report on the sale, including name and address of the purchaser, have been provided to Rural Development by the Contractor.

Third party purchasers will be given a reasonable time to close the transaction, normally not more than 30 days unless the ACO authorizes additional time.

In all foreclosure actions, the Contractor shall provide Rural Development with certification and supporting documentation, within thirty (30) days after the foreclosure sale is held, that the foreclosure was completed in accordance with State law.

The Contractor shall certify to Rural Development that sufficient action has been taken to provide the purchaser at the foreclosure sale with good and marketable title to the property in accordance with title examination standards prevailing in the area. If any title defect is later discovered for property acquired by the Government which resulted from any error or omission on the part of the Contractor, the Contractor shall correct the defect without additional cost to the Government. The Contractor will not be responsible for any title defect that existed prior to the creation of Rural Development lien or failure of Rural Development to obtain a valid lien prior to assignment to the Contractor.

When directed by the ACO, the Contractor shall obtain a deficiency judgment against all debtors. Judgment amount shall be the unsatisfied principal and interest balance (plus total subsidy granted, if applicable) plus all penalties, costs and attorney’s fee to the extent permitted by applicable State and Federal law. The Contractor may also enforce collection of any deficiency judgments obtained in the performance of this contract pursuant to Section 5.b of this attachment.

(b) Deficiency Judgment: The Contractor shall obtain judgment against the debtor(s) for the unsatisfied account balance. These cases will usually involve a balance remaining after deed of security property to the Government in lieu of foreclosure or sale by debtor to a private purchaser. Judgments will be obtained for enforcement against debtor’s assets and will include a request for all unpaid principal and interest (plus total subsidy granted and principal reduction attributed to subsidy, if applicable) plus penalties, costs and attorney’s fee. [Costs and attorney’s fee shall be the same as charged to Rural Development under this contract.] Post-judgment interest shall be specifically prayed for in the complaint at the maximum rate allowed by applicable State or Federal law. Contractor will take immediate steps to enforce judgment. Enforcement of judgments shall be in accordance with Section 5.e of this attachment.

(c) Recovering possession: When directed by ACO, within five (5) working days of acceptance of delivery order of the contract, the Contractor shall take the necessary action pursuant to applicable State law to recover possession of property which Rural Development has acquired. The Contractor is responsible for removing personal effects from the property, locking the door and delivering the keys to Rural Development. This action is considered complete when the property is vacated and notification of same is provided to the ACO.

(d) Bankruptcy after assignment: The Contractor will be involved with bankruptcy only when a borrower whose case has been assigned to the Contractor for foreclosure files a petition. The Contractor will immediately advise Rural Development when he/she becomes aware of bankruptcy on assigned cases; and if Rural Development receives notice relative to cases assigned to the Contractor, Rural Development will immediately notify the Contractor.

The COR will advise the Contractor whether Rural Development wishes to object to a proposed Chapter 13 Plan or petition for a Relief from Automatic Stay in order to continue liquidation. The Contractor shall prepare and file all required documents within the time frame necessary to protect Rural Development’s security interest or take other action as requested.

The Contractor is authorized to represent Rural Development at hearings when necessary and to execute proofs of claim or other bankruptcy-related documents on behalf of Rural Development as Agent. Rural Development, through the COR, will provide the Contractor with account balances and other information for completing documents. A bankruptcy action is deemed to be completed when the case is closed or dismissed or a Discharge of Debtor has been issued by the Bankruptcy Court.

The Contractor will be paid the bankruptcy fees listed in Section B.1 for each separate bankruptcy case filed by the debtor(s).

When a foreclosure case is closed due to bankruptcy, the Contractor will be paid the appropriate prorated foreclosure fees due in No. 14. If the same borrower does not maintain compliance with the bankruptcy plan, the ACO will request the Contractor to continue the foreclosure case and proceed with the litigation. In such cases, the Contractor’s total payment will not exceed the fees in Section B.1.

(e) Enforcement of Deficiency Judgments: The Contractor shall take immediate action to ensure that any judgment entered is perfected as a lien in the county in which the security property is located and in the county where the debtor currently resides, if different. The ACO may also direct that the judgment also be recorded in another county or jurisdiction where the borrower is known or believed to own real property. If, during the handling of the case, the Contractor becomes aware of property owned by the debtor other than where the security is located, the Contractor shall inform the COR of same and have the judgment recorded in that county or jurisdiction.

The Contractor shall mail a copy of any judgment entered to the COR within five (5) working days after its entry. The Contractor shall employ all enforcement methods permitted by applicable State and Federal law to effect collection.

Collections from execution of judgments (from sale of assets or garnishments) shall be handled in accordance with Section 6. in the event a judgment is vacated, written notice shall be mailed by the Contractor to the COR within five (5) working days after its occurrence.

When Rural Development reclaims a case, the Contractor will be paid for costs expended for the case pursuant to Section B.1 and the proration of fees pursuant to No. 14. This amount may be paid by the borrower (check made payable to the Contractor) and submitted to Rural Development. Rural Development will forward the check to the Contractor.

6. PROCEEDS FROM LEGAL ACTIONS

The Contractor shall request that payment of any amounts due Rural Development through foreclosure or enforcement of judgments under this contract shall be drawn payable to “USDA, Rural Development” and sent to the Contractor for delivery to the COR. However, if such payments are drawn payable to the Contractor, the Contractor shall endorse the item to Rural Development before remitting to the COR. The Contractor shall make no deduction from such payments for fees which may be due the Contractor. The Contractor shall send or deliver all such payments to Rural Development within two (2) business days after receipt. Delays in remitting payments to Rural Development will be considered a breach of the contract and cause for termination of the contract for default.

7. CASES PENDING AT CONTRACT EXPIRATION

Cases which have been assigned to the Contractor prior to the expiration date of this contract shall be completed within the terms and conditions of the contract. Where enforcement of judgment involves garnishment or collection of periodic payments, the Contractor shall continue to receive and transmit to Rural Development such payments until full collection has been made. The Contractor will continue to submit a monthly invoice in connection with pending cases until their completion.

8. PAYMENT AND RETURNED CASES

Contractor shall submit an invoice (see Exhibit A example) for actions completed in accordance with the scheduled prices as indicated in B.1. and No. 14 for incomplete cases reclaimed by Rural Development. The amount due the Contractor shall be paid within 30 days after receipt of a properly completed invoice by Rural Development pursuant to the Prompt Payment Act of 1982, provided documentation is provided to support the actions invoiced, and there is no discrepancy in the invoice.

Contractor has no claim against the Government for any action taken by Rural Development, Office of the General Counsel or a U.S. Attorney subsequent to return of the case, even though that action eliminates the fee to which the Contractor might have been entitled had the case not been reclaimed. The return of the case shall not waive the Contractor’s liability under the provisions of this contract or impair the Government’s right to terminate the contract for convenience or default.

Section D - CONTRACT ADMINISTRATION DATA

9. ADMINISTRATING CONTRACTING OFFICER, (ACO) designated for this requirement is:

967 Illinois Ave., Suite 4

Contract administration will be performed by the ACO. The issuance and execution of call orders prepared during the effective period of the contract and acceptance for payment will be made the ACO.

10. CONTRACTING OFFICER’S REPRESENTATIVE (COR) will be designated after contract award.

In no event, any understanding, agreement, modification, change order or other matter deviating from the terms of the contract be effective or binding upon the Government unless formalized by proper contractual documents executed by the Contracting Officer.

The COR will monitor all technical aspects and assist in administering the contract. After contract award, the COR designation letter will be provided to the Contractor that clarify the responsibilities. On matters that pertain to the contract terms, the Contractor must communicate with the ACO. Whenever the COR requests effort outside the scope of the contract, the Contractor shall so advise the Contracting Officer in writing.

11. CONTRACTING OFFICER

12. ISSUANCE AND EXECUTION PROCEDURES FOR CALL ORDERS

a. The ACO shall issue the Call Order to the Contractor for a specific or multiple foreclosure cases:

See Exhibit B - Sample Call order Letter.

b. Within three (3) working days after receipt of each assigned case, the Contractor shall sign 3 copies of the call order letter and return the original to the ACO and a copy to the COR. One copy is to be retained by the Contractor. The Contractor shall commence the foreclosure action within the time indicated in the Call Order.

c. Call orders issued during the effective period of the contract, but not completed within that period, shall be completed within the time specified in the call order. All call orders are subject to the terms and conditions of the contract. In the event of conflict between a call order and the contract, the contract will take precedence.

13. PAYMENT PROCEDURES

Invoices: Invoices shall be submitted electronically. The contractor will submit an invoice monthly for actions completed during the month, as well as for incomplete cases reclaimed by USDA Rural Development during the month to the ACO.

To assist USDA, Rural Development in making timely payment the invoice must include:

Costs to be completed for each case.

14. PRORATION PRICE FOR INCOMPLETE CASES

USDA, Rural Development will prorate the attorney’s price for incomplete, ceased, bankruptcy or reclaimed foreclosure cases. The Contractor price as listed in Section B shall be prorated as follows:

After assignment to contractor but before complaint is filed with court 20% of Fixed Unit Price for type action

After complaint is filed with court but before judgment is assigned 40% of Fixed Unit Price for type action

After judgment is obtained but before judgment executed 80% of Fixed Unit Price for type action

15. Ordering Procedures and Limitations

(a) Call Orders – Calls placed under this Agreement may be made orally, by fax, by E-mail, or by regular mail or fax. Each call will be assigned a call number

(b) Authority to Place Calls- The BPA award will include a roster to indicate those personnel wqho have been granted authority to place orders and commit Government funds

Exhibit A

INVOICE

Contract Number: ___________________________________________________

Call order Number: ___________________________________________________

Borrower(s) Name(s): ___________________________________________________

Payment to be sent to:

Actions Completed: ___________________________________________________

Incomplete Cases Reclaimed: ____________________________________________

Discount / Payment Terms: ________________________________________________

Payment Amount Due: __________________________________________________

Exhibit B

CALL ORDER LETTER

Date of Order: ______________________

SUBJECT: Call order No. _________________ to Contract No. _____________________

In accordance with Section C.5 of the subject contract, you are hereby directed to perform the work specified below. The foreclosure case files are attached:

Name of Borrower Type of Action Requested

The Administrative Contracting Officer is the only person authorized to make changes in this task order. Any changes directed or agreed to by the Administrative Contracting Officer must be in writing as a modification to this contract.

Please read the above order carefully, and contact the Administrative Contracting Officer immediately if you should have any questions regarding the contents of this order (and the respective files).

Please acknowledge receipt of this order by signing in the spaces provided below and returning the original and one copy to the undersigned. The third copy may be retained for your files.

Sincerely, ADMINISTRATIVE CONTRACTING OFFICER

Acknowledgments:

Date Received: __________________________

Accepted by: __________________________

Title: _________________________________

Exhibit C CONTRACT COST BREAKDOWN FOR ATTORNEY’S COST

Show the following for each contract:

Date of Completion of Form _________________________

State Name _______________ Local Office Area Service _________________________

Contract No. _______________ Borrower (s) Name (s) ____________________________

A. Contract Costs (attorney fees only ):

Number Unit Cost Total Cost

Foreclosure _______ $______ $_______

Obtaining Judgment _______ $______ $_______

Recovery of Possession _______ $______ $_______

Handling Bankruptcy _______ $______ $_______

B. Comments, problems encountered and recommendations (attach pages as needed):

FOR RURAL DEVELOPMENT OFFICE USE ONLY

Date of Foreclosure Sale (if applicable): ________________________________________ Date Case returned to Rural Development (if applicable): ___________________________

52.212-1 Instructions to Offerors-Commercial Items (Jun 2008) 52.212-2 Evaluation-Commercial Items (Jan 1999)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers: Technical, Past Performance and Price, when combined, Technical and Past Performance are more important than Price.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

25. 452.215-71 Instructions for the Preparation of Technical and Business Offers (SEP 1999)

(a) General Instructions. Proposals submitted in response to this solicitation shall be furnished in following format with the numbers of copies as specified below.

accepted. Envelopes must be marked as follows and sent or delivered to the address below:

(2) The quotation must include a technical quote and business quote. Each of the parts shall be separate and complete so that evaluation of one may be accomplished independently from evaluation of the other. The technical quote must not contain reference to cost; however, resource information (such as data concerning labor hours and categories, materials, subcontracts, etc.) must be contained in the technical quote so that the contractor's understanding of the statement of work may be evaluated.

(3) Offerors may, at their discretion, submit alternate quotations or quotations which deviate from the requirement; provided, that an offeror also submit a quote for performance of the work as specified in the statement of work. Any "alternate" quotation may be considered if overall performance would be improved or not compromised, and if it is in the best interest of the Government. Alternate quotations, or deviations from any requirement of this RFQ, must be clearly identified.

(4) The Government will evaluate quotations in accordance with the evaluation criteria set forth in this RFQ.

(5) Offerors shall submit their quotation(s) in the following format and the quantities specified:

(i) 6 copies of the technical quote

(ii) 2 copies of the business/cost quote

(b) Technical Quotation Instructions. The technical quotations will be used to make an evaluation and arrive at a determination as to whether the quotations will meet the requirements of the Government. Therefore, the technical quotations must present sufficient information to reflect a thorough understanding of the requirements and a detailed, description of the techniques, procedures and program for achieving the objectives of the specifications/statement of work. Quotations which merely paraphrase the requirements of the Government's specifications/statement of work, or use such phrases as "will comply" or "standard techniques will be employed" will be considered unacceptable and will not be considered further. As a minimum, the quoations must clearly provide the following:

(1) Relevant Experience. The technical quote shall clearly identify that the Offeror wishes to be considered for Single Family Housing legal services work. Offeror must provide evidence of the ability to perform this work in the State of Maine. A brief overview of the organizational structure that will be responsible for the performance of contract along with key personnel and corporate resumes must be included. The corporate resumes shall demonstrate corporate abilities to meet the requirements of the solicitation. The corporate resume must provide the general background, experience and qualifications of the organization in providing the services outlined herein. The corporate resume shall also describe relevant past experience in providing similar services outlined herein. A narrative describing in detail the Offeror’s experience and performance in providing the same or similar services as listed in the Statement of Work. This narrative should include items such as, how each task was accomplished, organized, staffed, and managed. Any reports and tracking methods used should be explained. The relevant experience shall contain project completed within the past three (3) years. Submit a narrative with regard to the Offeror’s previous experience in completing foreclosure and bankruptcy cases, to include timeliness and adherence to the regulations set forth by the State of Maine.

(2) Staffing/Management Plan

(i) Provide a project staffing narrative identifying key personnel proposed for this project. Provide an organizational chart that clearly identifies names, titles, organizational relationship and lines of authority. Provide a Management Plan which describes a comprehensive methodology for executing and managing the contract.

(ii) Submit a list of names and proposed duties of the professional/clerical/ technical/consultants, and/or other personnel (subcontractor employees, etc.) to be assigned to perform the services listed in the Statement of Work. Also, document personnel experience with same/similar services (type services, number of years/month, and duties performed for the services.

(iii) Submit resumes for the attorney(s) that contain information on education, background, recent work experience qualifications and specific work accomplishments.

(iv) Submit documentation that reflects that all attorneys proposed to work on this contract are in good standing with the Bar Association, a statement on whether or not the attorney’s have ever been formally disciplined or reprimanded by the State Bar Association; and if so, include a copy of the summary of the action.

(v) Submit a copy of documentation that reflects that the attorney(s) proposed to work on this contract are a member of the Maine Bar.

(vi) Each key personnel resume included in the Offeror’s proposal shall include the following certification by the employee described in the resume.

“I consent to Offeror’s disclosure of my resume and other applicable personal data to USDA for the purpose of evaluating proposals under this solicitation. I certify that this resume is current, accurate and complete. I further certify my availability and commitment to support this requirement upon award of a contract by the USDA, within five working days after contract award.”

__________________________________________ Employee Signature Date __________________________________________ Offeror Date

(c) Business Quotation Instructions.

(1) Signed Offer (SF 1449 and complete Provisions of the Solicitation package), as well as any amendments issued.

(2) Capabilities. (a) Furnish financial statements for the last two years, including an interim statement for the current year. (b) Specify the financial capacity, working capital and other resources available to perform the contract without assistance from any outside source. (c) Provide the name, location, and inter-company pricing policy for other divisions, subsidiaries, parent company, or affiliated companies that will perform work or furnish materials under this contract.

(3) Cost Quotation.

In addition to any other requirements for cost/pricing information required in the solicitation, the following is required:

Completion of Section B of this solicitation.

Complete the following in Section B:

(a) Base Period – fixed unit prices for CLINS 0001-0001, complete the Total 0001 amount, and enter the percentage for collections. (

b) Option Period One – fixed unit prices for CLINS 1001-1001, complete the Total 1001 amount, and enter the percentage for collections.

(c) Option Period Two – fixed unit prices for CLINS 2001-2001, complete the Total 2001 amount, and enter the percentage for collections.

(d) Option Period Three – fixed unit prices for CLINS 3001-3001, complete the Total 3001 amount, and enter the percentage for collections.

(e) Option Period Four – fixed unit prices for CLINS 4001-4001, complete the Total 4001 amount, and enter the percentage for collections.

(f) Total contract value – complete the not-to-exceed total price of the contract for base and all option periods.

(4) Past Performance.

(End of Provision)

EVALUATION FACTORS FOR AWARD

The Government will award the contract to the offeror who represents the best overall value to the Government using the tradeoff process. All evaluation factors other than price, when combined, are significantly more important than price. In determining which offeror represents the best overall value, the Government will consider the following three (3) evaluation factors. Factors 1, 2, and 3 are equal in importance.

FACTOR 1 – TECHNICAL

The two (2) technical subfactors are stated below. Subfactors 1 and 2 are considered equal in importance. Offerors possessing experience and resources in foreclosure and bankruptcy processing in Maine may receive a higher rating.

FACTOR 2 – PRICE

The price quotation will be evaluated to determine reasonableness and realism of price. The offeror shall submit cost quotes in accordance with the provisions of Section B and L of this solicitation. A comparison of the proposed prices, government estimate, and/or market values will be used to evaluate price. Should price competition not exist, a cost analysis may be necessary to establish Price reasonableness.

FACTOR 3 - PAST PERFORMANCE

The Government will evaluate the quality of the offeror's and proposed subcontractor's past performance using as a minimum the following criteria:

· The offeror's record of conforming to statement of work or specifications and standards of good workmanship and adherence to schedule.

· Administrative and subcontractor management aspects of performance.

· The offeror's control of costs, including costs incurred for changed work.

· The offeror's reputation of reasonable and cooperative practices and overall concern for the client.

· Predecessor companies, if applicable.

· Key Personnel

· Subcontractors proposed.

The evaluation of past performance is a subjective assessment based on a consideration of all relevant facts and circumstances. The evaluation may consider information from any source(s) deemed necessary by the Contracting Officer. The Government will seek to determine whether the offeror has consistently demonstrated a commitment to customer satisfaction and timely delivery of quality goods and services at fair and reasonable prices. This is a matter of judgment.

For a Quoter with no relevant performance history of for whom information on past performance is not available, the Quoter will receive a neutral score.

Offerors will be given an opportunity to address unfavorable past performance information if the information is the determining factor preventing them from being placed within the competitive range. The offeror's response or lack thereof will be taken into consideration.

The Government's conclusions about the offeror's past performance will be highly influential in…