STATEMENT_OF_WORK_Title_Search_and_Closing_Services_BPA.pdf

STATEMENT OF WORK

PRELIMINARY TITLE SEARCH, TITLE COMMITMENT, CLOSING SERVICES and TITLE POLICY for

NATURAL RESOURCES CONSERVATION SERVICE

AGRICULTURAL CONSERVATION EASEMENT PROGRAM

I. OBJECTIVE

The objective of this blanket purchase agreement (BPA) is to obtain a preliminary title search, a title commitment, closing services, and title policy for acquisitions of conservation easements on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture, pursuant to Title II of the Agricultural Act of 2014 (Public Law 113-79).

II. BACKGROUND

The Agricultural Conservation Easement Program (ACEP) authorizes the acquisition of easement rights from willing landowners for the purpose of restoring and protecting wetlands and associated upland and riparian rights. NRCS is an agency within the U.S. Department of Agriculture that is responsible for administration of this program.

III. SCOPE

Furnish sufficient labor, materials, transportation, equipment, tools, operating supplies, incidentals, etc to complete the work as specified in each order in accordance with this statement of work. Provide sufficient number of qualified personnel and in a timely fashion to perform the services according to the delivery schedule specified in each order. Agree that any reports and conclusions supplied under this agreement are for the exclusive use of the U.S. Government. No disclosure is allowed of any conclusions, in whole or in part to any persons other than representatives of USDA/NRCS. The Contractor shall coordinate and facilitate the following services:

1. Provide the preliminary title search (or preliminary title commitment), including copies of all instruments that created rights, interests, or encumbrances on the property, for the proposed easement area, and ingress-egress routes.

2. Work with NRCS and the landowners to clear exceptions on title to the property and resolve vesting interests.

3. Develop the title commitment/binder, after NRCS provides legal description of easement area and purchase price for the easement, including copies of all instruments that created rights, interests, or encumbrances on the property, not included on the preliminary title search, for the easement boundary and ingress-egress descriptions.

4. Hold funds in escrow, provide closing protection coverage, and provide payment to proper recipient and IRS tax reporting Form 1099 for all permanent easements receiving lump sum payment.

5. Obtain signatures on Warranty Easement Deeds (WED).

6. Obtain signatures on subordination agreements and limited lien waivers, affidavits, and any other necessary documents.

7. Record documents with county recorder office.

8. Provide Final Title Insurance Policy.

9. Other services, as necessary, to finalize easement transactions.

IV. STANDARDS AND RESPONSIBILITIES

The acquisition of the program easement and any access easement is governed by the following requirements:

a. Department of Justice Title Standards 2001;

b. Attorney General’s title regulations (1970), with two amendments (1974, 1990);

c. Department of Justice's Procedural Guide for the Acquisition of Real Property by Governmental Agencies (1972); and

d. NRCS regulations and policies governing the NRCS program under which the easement is being acquired.

The contractor will perform the same services which are customarily provided in a commercial transaction, including chain of title, determination of ownership and interest share of surface and subsurface rights, and all underlying documents. The contractor is responsible for having up-to-date knowledge of the requirements of the State’s laws on title searches, closing real estate transactions, and title clearance. The title insurance company and its issuing agents must be on the U.S. Attorney General’s list of approved companies and must comply with the State’s laws, including title insurance reserves requirements. The contractor must be licensed to do title insurance business in the state. The title insurance company must be approved by the State’s insurance commissioner.

V. DESCRIPTION OF SERVICES

A. Preliminary Title Search (or preliminary title commitment) The contractor must obtain the following:

1. Copies of all instruments that created rights, interests, or encumbrances on the proposed easement property

2. Preliminary title search, which must cover both the proposed easement area and access for ingress and egress, and must commit to issuing the final title policy to the United States of America on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

The preliminary title search must be from a licensed title insurance company. The title search will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased. The search must show ownership interest of the surface and subsurface rights including oil, gas, coal, sand, gravel, and other minerals associated with the property. The preliminary title search must include a legible copy of all underlying documents of any type, whether oil, gas, and mineral interests have been severed, mortgages, bankruptcies, and any other exceptions that may cloud the title of the easement to be purchased.

Title search services and preliminary title search must be provided to Contracting Officer Representative (COR) within 15 business days of receiving the request from NRCS. The contractor will be provided with the name and address of the landowner, a copy of the deed, a location map of proposed easement area, and access.

B. Title Commitment The title commitment/binder must be from a licensed title insurance company. The contractor must obtain the title commitment, which must cover both the surveyed easement area and access for ingress and egress and have the amount of the owner’s coverage listed as the purchase price for the easement.

NRCS will provide a description of the surveyed easement area and access for ingress and egress along with the easement purchase price to contractor. The final title policy to the United States of America may only be issued on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

The title commitment should not contain an exception related to the terms and conditions of the WED to be recorded at closing. However, if such exception is required by the title company, only the following language is acceptable:

“All those rights reserved by the Grantor in that certain Warranty Easement Deed between _______________(Grantor) and the United State of America (Grantee), recorded ____________, as Document No. __________________.”

The title commitment will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements, or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, and any other exceptions that may cloud the title of the easement to be purchased, if different from the preliminary title search.

Upon receipt of the title commitment, NRCS will forward the documents to the USDA Office of General Counsel (OGC) Regional Attorney for a preliminary title opinion. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. The contractor will be required to communicate with NRCS and the landowner, proper procedure(s) for the landowner to clear exceptions and obtain the execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on the property.

Title commitment must be provided to the COR within 15 business days of receiving the survey description of the easement area, access description for ingress and egress and easement purchase price from NRCS.

C. Closing Services The final title policy to the United States of America may only be issued on the American Land Title Association (ALTA) U.S. Policy Form 9/28/91 (Revised 12/3/12).

Upon receipt of the title commitment, NRCS will forward the documents to the USDA OGC Regional Attorney for a preliminary title opinion. If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which must be cured. The contractor will be required to communicate with NRCS and the landowner proper procedure(s) for the landowner to clear exceptions and obtain the execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, and other types of releases of encumbrances on the property. Upon review of documents submitted to OGC will provide written authorization to NRCS to close on the easement.

The contractor will establish an escrow account in an FDIC insured account for the payment of the easement associated with this closing and include this account in their System for Award Management (SAM) registration. The contractor will be responsible for Form 1099 reporting of the payment through the Internal Revenue Service. NRCS will prepare documentation needed to authorize payment to the escrow account when notified of the closing date. In certain cases, as stated in the Closing Instructions, the contractor may be required to withhold a portion of the payment for property taxes and/or assessments that are not yet determined or payable in an escrow account and process payments when due.

NRCS will send the following items to the contractor: NRCS Closing Agent Requirements, Closing Instructions, WED with exhibits, and any other additional documents required for closing. Upon receipt of the closing instructions, the contractor is required to provide an estimated closing date and close within seven (7) calendar days after receipt of funds into escrow account. If the closing will not take place within seven calendar days, the contractor shall notify NRCS in writing with a detailed explanation of why the closing is being delayed. The contractor will not close any transaction or record deeds or other instruments prior to receiving the NRCS Closing Instructions and funds in escrow. The contractor must provide an ALTA Closing Protection Letter Revised 3/27/87, or its equivalent, to the COR within five (5) business days after receipt of closing packet. Prior to closing the easement, the contractor will ensure that the following have occurred:

1. No new encumbrances have been recorded against the subject property since the date of the title commitment/binder. If any new encumbrances have been recorded against the subject property since the date of the above-referenced title commitment/binder, notify the COR immediately and do not proceed until further instructions are received.

2. The contractor has received the payment in their escrow account and notified NRCS that funds have been received.

3. The contractor is prepared to issue the policy of title insurance referred below.

4. All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in the Closing Instructions have been completed and the applicable clearance documents recorded and all other requirements met. Proposed subordination agreements, satisfactions, releases, partial releases, and other title curative documents to be signed at closing will be provided to NRCS for review and approval at least three (3) business days prior to closing.

5. Comply with any listed title commitment/binder requirements.

6. Ensure the WED is properly signed according to the closing instructions and with the proper names and marital status.

7. The contractor will provide a copy of the proposed HUD-1 settlement statement to NRCS for review and approval at least three (3) business days prior to closing.

The contractor will schedule the execution of the WED with the landowner at a mutually agreed upon location and time or obtain necessary signatures utilizing remote procedures that are mailed to the contractor. The contractor will obtain properly executed and acknowledged deed from the landowner(s) conveying the program easement and access easement. The contractor will ensure that the deed contains all required signatures, release of dower rights, and that all signatures are in proper form and have been acknowledged, that the acknowledgement certificates are in proper form and have been completed correctly, and that the deed contains all of the necessary exhibits. The contractor will notify NRCS that the documents have been signed by the landowner and is requesting NRCS signature and acknowledgement. Upon NRCS signature, the documents will be returned to the contractor. When the signed documents are returned, the contractor will record the deeds and other instruments as necessary, and ensure the following have occurred:

1. The contractor will ensure that no new encumbrances have been placed on the property prior to recording the WED.

2. The contractor will record the WED, exhibits, and any necessary title curative documents within three (3) business days of receipt.

3. All taxes, homeowners’ assessments, etc. are paid to the date the WED is recorded.

4. Disburse easement payment to landowner.

The contractor shall notify the COR that the easement has been recorded within 3 business days of the easement being recorded. The contractor will return a copy of the WED, the executed settlement statement, and IRS tax reporting Form1099 to the landowner and the following items listed below to the COR within five (5) business days of receipt of recorded documents from the Clerk’s office.

1. The invoice covering the agreed-to-price for closing costs (contact award amount) for closing services provided.

2. Recorder’s certified copy of WED to the United States of America.

3. Copy of executed settlement statements.

4. Documentation of disbursement of funds.

5. Recorder’s certified copies of any curative documents, including subordination agreements.

Upon receipt and approval of the final documents and contractor verification to NRCS that the landowner has received a copy of the warranty deed, executed settlement statement, and proper disbursement of IRS tax reporting Form 1099, NRCS will notify contractor to invoice for closing costs.

The contractor will issue a policy of title insurance on ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12), naming the United States of America, as the insured, in the amount of the purchase price as of the date and time of recording the WED to the United States of America. Said policy of title insurance will be free and clear of any and all encumbrances to the title except those shown as acceptable in the OGC Preliminary Title Opinion, and ensure the Government’s interest in the easement area and the right of ingress-egress thereto. The final policy should reflect the execution and recording information pertaining to the insured easement, such as:

“30-Year or Perpetual Easement granted by to United States of America, by Warranty Easement Deed dated and recorded in Deed Record pages in the Office of the Recorder of County,__________.”

Upon receipt of the policy of title insurance, NRCS will forward the documents to the USDA OGC Regional Attorney requesting a final title opinion. When the final documents are accepted by OGC, NRCS will notify the contractor to invoice for payment of the title policy. When the final documents are not accepted by OGC, the contractor will be responsible for making corrections needed to gain final approval from OGC. If needed corrections were originally addressed in the preliminary title opinion or closing instructions, such corrections will be done at no additional cost and returned to the Contracting Officer within thirty (30) days of notification of such issue.

VI. PAYMENT

There will be four types of payments issued as applicable:

1. a payment will occur upon receipt and approval of the preliminary title search,

2. a payment will occur upon receipt and approval of the title commitment,

3. a payment will occur upon receipt and approval of documents associated with closing as state previously, and

4. a payment will occur for the title policy issued upon receipt of Final Title Opinion from OGC.

NRCS will process the Contractor’s payments through the Invoice Processing Platform (IPP) for services rendered.

VII. CONFLICT OF INTEREST

The contractor will not close an NRCS easement purchase for a spouse, child, partner, or business associate, and must not have a financial interest in the real estate covered by the proposed easement.

VIII. AUTHORITY

Only the NRCS Contracting Officer may issue orders under this agreement and authorize any changes.

Contractors are reminded not to proceed with any work beyond the amount obligated in the contract and not to proceed with any changes until approved by the Contracting Officer. Failure to do so can result in non-payment for those services. Any questions or requests may be directed to the Contracting Officer identified on the signed contract.

IX. NON-DISCLOSURE

Work performance required by this Scope of Work will involve access to potentially sensitive information about governmental and landowner issues. All Contractor personnel must comply with the terms of AGAR 452.224-70, Confidentiality of Information, as well as provisions of the Privacy Act of 1974, 5 U. S. C. 552a. Additionally, the Contractor's employees shall comply with privacy of personal information relating to natural resources conservation programs in accordance with Section 1244 of Title II of the Farm Security and Rural Investment Act of 2002 (P.L. 107-171).

X. CIVIL RIGHTS AND PROGRAM DELIVERY

By signing this agreement the Contractor assures the Department of Agriculture that the program or activities provided for under this agreement will be conducted in compliance with all applicable Federal civil rights laws, rules, regulations, and policies.

XI. CONTACTS

For information and implementation of the Scope of Work, the Contractor may contact the following NRCS personnel:

Contracting Officer Representatives (COR):

Name: Brandon Kottke 200 4th ST SW, Room 203 Huron, South Dakota 57350-2475 Telephone No.: (605) 352-1203 E-mail Address: brandon.kottke@sd.usda.gov

Name: Sara Geyer 200 4th ST SW, Room 20 Huron, South Dakota 57350-2475 Telephone No: (605)-352-1250 E-mail Address: sara.geyer@sd.usda.gov mailto:brandon.kottke@sd.usda.gov