Section 3 - Statement of Work.doc

Section 3

STATEMENT OF WORK

CLOSING AGENT – USDA EASEMENT PROGRAMS

Background Information The United States is either purchasing a 30-year or permanent easement together with a right of access which allows the USDA Natural Resources Conservation Service (NRCS) to protect, restore, maintain, manage and monitor the vegetation and hydrology of the land that is ultimately placed under easement or agreement.

Purpose of Closing Services

The purpose of the services is to ensure that NRCS on behalf of the U.S. Government is obtaining clear title to the easement area.

Qualifications

Closing agents must secure the services of approved Department of Justice (DOJ) attorneys, abstract companies and title companies in the State of New York.

Statement of Work

The Closing Agent is to:

1.

Research the title of the property (covering the subject parcel and including any parcels crossed for ingress/egress) and summarize the status of title by providing:

· Abstract of Title (2 Copies)

· All instruments which created rights, interests or encumbrances referenced in Schedule B. (3 copies). However, copies of deeds of trust, mortgages, tax liens or other instruments which will be subordinated or released and thus will not be listed on a Final Title Policy are not necessary, as long as the relevant information is stated in Schedule B or the Abstract.

· Preliminary Title Commitment (3 copies, all with original signatures). The preliminary commitment must be on an ALTA form and with an approved Department of Justice company (list enclosed). The title commitment must commit to issuing the final policy to the “United States of America, by and through the Secretary of Agriculture” using the 1991 or 1992 ALTA U.S. Policy form. The amount of owner’s coverage should be listed as “To be Determined.” The Schedule A-1 Description shall be listed as “To be provided by the U.S.A.”

2.

Furnish Title commitment/binder to the person and address shown on the letter ordering title. Completion of title commitment/binder within 30 days after receipt of NRCS letter requesting title services 3.

Act as ESCROW AGENT handling easement payment to landowner (to include issuing IRS 1099) as well as payment to lien holders, if applicable. The title company must provide

· Certification that it has fidelity coverage of an amount equal to each easement consideration; OR

· Provide an indemnification agreement providing for reimbursement for any loss caused by fraud or dishonesty of failure of the agent to comply with written closing instructions.

4.

Provide assistance and coordination with NRCS personnel to clear a title in the event that it is not acceptable for conveyance to the United States. This could involve help in drafting and/or reviewing such instruments as subordination or partial releases for mortgages; oil and gas affidavits, etc.

After the above tasks have been completed a review of the case package will be conducted by the USDA Office of General Counsel in Harrisburg, PA who will prepare a Preliminary Title Opinion (PTO). A prepared Warranty Easement Deed, along with other closing documents, will be provided along with closing instructions. Prompt handling of the closing transaction is expected.

Final Title Policy must provide for coverage of the survey provided by NRCS. Exceptions for rights of parties in possession will be removed when removal requires a certification of affidavit from the seller.

NRCS Officials will provide the following to the Closing Agent:

Proposed Easement and Access Information

· Sketch map of easement area and access

· Estimated acreage

· List of all know owners with telephone numbers if possible

· Copy of instrument(s) by which owners took title to easement area and access

· Original abstract (if available from landowner)

Period of Performance

The effective date of this Blanket Purchase Agreement (BPA) will be from time of notification, expected to be on or about May 1, 2011 UNTIL CANCELLED BY EITHER PARTY.

Extent of Obligation

NRCS will be obligated only to the extent of authorized purchases actually made under the BPA. NRCS is not obligated to place any orders with the vendor under this BPA. However, if the vendor accepts an order, he/she is obligated to provide the services/end product(s) under the terms and conditions of this agreement. Acceptance of orders shall be documented by signing and receipting transmittal Order which should be returned to the contracting officer as noted.

Renewal

This agreement will extend indefinitely based on a continuing need for the services described and satisfactory performance by the vendor. A review will be performed by NRCS on a yearly basis.

Pricing

Pricing to NRCS shall be as low as or lower than prices charged to the vendor’s most favored customer for comparable services under similar terms and conditions in addition to any trade or prompt payment discounts offered.

Ordering Officials

Judith Pratt, Realty Specialist, USDA-NRCS 170 S. Main Street, Rutland, VT 05701; telephone (802) 773-5763, fax (802) 773-4177, email jpratt@fs.fed.us

Kimberley A. Glenn, Management and Program Analyst, USDA-NRCS, 441 S. Salina Street, Suite 354, Room 520, Syracuse, NY 13202; telephone (315) 477-6518, fax (315) 477-6560, email kimberley.stinson@ny.usda.gov Laureen M. Eipp, Contracting Officer, USDA-NRCS, 441 S. Salina Street, Suite 354, Room 520, Syracuse, NY 13202; telephone (315) 477-6522, fax (315) 477-6560, email laureen.eipp@ny.usda.gov Preliminary Legal Services - a preliminary title commitment which shall consist of examination of title (covering the subject parcel and including any parcels crossed for ingress/egress); assistance and coordination to clear a title in the event that it is not acceptable for conveyance to the United States; three (3) copies of all instruments which created rights, interests or encumbrances referenced in Schedule B; and three (3 ) copies of the Preliminary Title Commitment.

In addition, actual costs will be reimbursed for fees necessary to continue or prepare an Abstract of Title.

Final Legal Services - Closing Services which shall consist of acting as an Escrow Agent to clear liens and recording necessary closing documents. Closing and recording will take place once the following have occurred: no new encumbrances have been recorded against the subject Property between the date of title commitment and the date of the closing; receipt of the properly executed Warranty Easement Deed and required transfer forms from the landowner; preparations have been made to secure the policy of title insurance referred to below; all items required to be removed, released, subordinated or otherwise handled as set forth in the Closing Letter from the NRCS Realty Specialist and in the Preliminary Title Opinion from the Office of General Counsel have been completed and the applicable clearance documents recorded; all taxes, homeowners assessments, etc. are paid to the date the Warranty Easement Deed is recorded, and general requirement of the title insurance commitment have been met. After recording the Warranty Easement Deed and pertaining documents in the County Clerk’s office in which the subject property is located, a Final Title Insurance policy insuring the easement and access in the amount of the purchase price, will be issued on an ALTA U.S. Policy From 1991 or 1992, as of the time and date of the recording of the Warranty Easement Deed to the USA. Said policy of title insurance will be free and clear of any and all encumbrances (exceptions) to the title except for those shown as acceptable to the USA.

All closing and filing costs charged by the State, County or local governments are the responsibility of the United State Government and will be reimbursed to the closing agent upon receipt of an itemized invoice. Any reasonable costs for copying and mailing to the landowner after closing may also be reimbursed by the Government upon receipt of an itemized invoice.

The above legal fees are not the maximum cost the Government will consider for one closing. The contracting officer shown above shall be notified in writing of any special circumstances which will have an impact on ordering under this Agreement.

Billing Instructions

The vendor shall submit three invoices for timely reimbursement for services;

Invoice 1 – Preliminary Legal Services + actual abstracting fees (These fees must be itemized and actual receipts attached)

Invoice 2 – Final Legal Services + actual, itemized closing and filing costs, and copying and mailing fees

Invoice 3 – Final Title Policy - Variable amount for the actual amount of the policy premium.

Mail Invoices to:

Invoices can be included with work products and mailed directly to:

Judith Pratt

Realty Specialist

USDA-NRCS

170 S. Main Street

Rutland, VT 05701

Upon receipt of a proper invoice, payment will be made by electronic funds transfer and received within 30 days or less.

Proper Invoice

An invoice is considered proper when it is on company letterhead, includes an invoice number and corresponding Order number and verification of services billed for have been received; billing is for services performed or completed; and charges are allowable under the this agreement.

Termination for Convenience

The Contracting Officer, by written notice, may terminate any individual order, in whole or in part, or the BPA itself for the Government’s convenience (See FAR Clause 52.212-4 Contract Terms and Conditions – Commercial Items, paragraph (l).

Termination for Default

The Contracting Officer, by written notice, may terminate any order herein, in whole or in part, for failure of the vendor to perform any of the provision of the Agreement. In such an event, the vendor shall be liable for damages, included the excess costs of reproducing the services (See FAR Clause 52.212-4 Contract Terms and Conditions – Commercial Items, paragraph (m).

Conduct

During the course of this Blanket Purchase Agreement, the vendor will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The vendor will not engage in other employment which is incompatible with the duties of the BPA. Transaction of any kind of business dealing with or relying on information obtained through the performance of this BPA is prohibited. The vendor will not have a direct or indirect financial conflict with its responsibilities and duties under this BPA.