Attachment 1 - Scope of Work.pdf

ATTACHMENT 1

STATEMENT OF WORK

I. Objective

The objective of this contract is to obtain preliminary title searches, title commitments, final title policy, and closing services for acquisitions of easements on behalf of the United States of America (U.S.), acting by and through the U.S. Department of Agriculture (USDA), Natural Resources Conservation Service (NRCS).

II. Scope

The Contractor shall coordinate and facilitate the following services: obtaining and updating chain of title including copies of all instruments that created rights, interests or encumbrances on the property, providing preliminary title searches, title commitments and issuance of final title insurance policies, obtaining signatures on Warranty Easement Deed(s) (WEDs), obtaining signatures on Subordination Agreement(s) and Limited Lien Waiver(s), working with landowners to clear exceptions on title to the property, and other services as necessary to finalize the easement transaction. The Contractor will perform the same services as in a commercial transaction including obtaining and recording deeds, and any necessary curative instruments to assure merchantable insurable title to the easement in the name of the U.S., by and through the Secretary of Agriculture, to the easement.

III. Standard Responsibilities

The Contractor is responsible for having current knowledge of the requirements of state law in connection with closing real estate transactions and title clearance. The title insurance company must be on the U.S. Attorney General’s list of approved companies and must comply with all state laws, including title insurance reserve requirements. The Contractor must be an approved agent licensed to do title insurance business in the state of Alabama and neighboring states as needed. The title insurance company must be approved by the Alabama Insurance Commissioner or adjacent states’ insurance commissioners as needed.

The Contractor will provide evidence of liability insurance coverage for errors and omissions in the amount of at least one million dollars ($1,000,000) and fidelity coverage of at least five hundred thousand dollars ($500,000) on each individual who will have access to easement funds. Alternately, the Contractor may provide an indemnification agreement from the title insurance company for which the Contractor will close the transaction(s) satisfactory to the NRCS providing for reimbursement to the NRCS for any loss caused by fraud, dishonesty, or failure by the attorneys, agents, or employees of the Contractor to comply with NRCS’ written closing instructions. The American Land Title Association (ALTA) Closing Protection Letter, revised 3/27/87, is satisfactory to meet this condition of responsibility. Evidence of liability must be provided prior to contract award, or, as applicable, an ALTA Closing Protection Letter must be submitted along with each title commitment.

IV. Conflict of Interest

The Contractor shall not close on an easement purchase under this contract for a spouse, children, partners, or business associates, nor have a financial interest in the real estate to be covered by a proposed easement.

V. Description of Service

A. Preliminary Title Search

A copy of the landowner(s) deed(s), applicable easement map, and/or other information adequate to identify the parcel of land at issue will be provided to the Contractor by NRCS along with the delivery order for Title Services, Commitment for Insurance, and Closing Services. The Contractor will complete a preliminary title search for the property. The preliminary title search will be an open commitment title search for a sufficient period of time to determine all owners of record; outstanding mortgages, liens, judgments, or pending suites; outstanding tax claims;

easements or rights of way of any type; whether oil, gas, or mineral interests have been severed; and any other exceptions that may cloud the title for the easement to be purchased.

Copies of documents regarding title exceptions will be provided to the NRCS at the time of submission of the preliminary title search. Completed title searches will be returned to the Contract Officer’s Representative (COR) (identified at the end of this document) within twenty-one (21) calendar days of receipt of delivery order. NRCS may grant longer periods of time for delivery for delivery orders impacted by exceptional enormity of area or complexity of area upon request of the Contractor.

B. Commitment for Title Insurance

The NRCS will provide the Contractor a copy of a completed easement or boundary survey and a delivery order covering both commitment for title insurance and closing services. (See below for further instructions regarding closing services.) The Contractor shall provide a commitment for title insurance for the amount of NRCS’s easement offer to the landowner. The commitment for title insurance shall cover both the easement area and the route of ingress and egress. The ALTA U.S. Policy Form (9/28/91) shall be used. The name of the insured on the policy should read: “UNITED STATES OF AMERICA, by and through the Secretary of Agriculture.”

The Contractor must ensure the commitment for title insurance coverage covers a sufficient period of time for the title company to insure the title without objectionable exceptions and determine all owners of record; outstanding mortgages, liens, judgments, or pending suits;

outstanding tax claims; easements or rights of way of any type; whether oil, gas, and mineral interests have been severed; and any other exceptions that may cloud the title to the easement to be purchased.

The Contractor must submit a commitment for title insurance package to the COR not later than fourteen (14) calendar days from receipt of the survey and delivery order. The commitment for title insurance package must contain:

(1) Commitment for title insurance binder.

(2) Unexecuted subordination agreement and limited lien waiver forms, as required.

(3) Recorded documents that provide specific information regarding exceptions on the title.

(4) Written instructions for actions necessary for clearing exceptions on the title.

(5) Affidavits of nonproduction or no drill for oil and gas leases, as applicable and required.

(6) Other documentation as required for commitment for title insurance.

Upon receipt of the required documents, the COR will work with the landowner(s), with assistance from the Contractor, to remove unacceptable exceptions to clear title. In addition, the NRCS will obtain from its Office of the General Counsel (OGC) a preliminary title opinion (PTO) which will set out any exceptions to the title. The OGC will determine which exceptions are acceptable and which must be cured.

C. Closing Services

The Contractor shall not close any transaction nor record deeds or other instruments prior to receiving a closing instruction letter from NRCS. The closing instruction letter serves as the Contractor’s notice to proceed with the closing process.

To satisfactorily complete the closing process, the Contractor must obtain, execute, and record as needed, such items as the WED, the NRCS acceptance page to the WED, other deeds, releases, full or partial satisfaction of mortgages, subordinations, lien waivers, affidavits of materialmen’s liens, child support, and various type of releases of encumbrances on the property. The Contractor must notify the NRCS when it’s ready to close and record documents so that the NRCS can provide the easement acceptance page to the WED for closing and recording via overnight delivery. In addition, the Contractor must submit Form AD-1161, Application for Payment, requesting transfer of easement purchase funds to Contractor’s escrow account. Contractor must disburse funds as appropriate within fifteen (15) days of receipt. Upon disbursement of funds, Contractor must issue Internal Revenue Service (IRS) Form 1099-S, Proceeds for Real Estate Transactions, to landowner(s) for easement payment.

In addition to the above listed requirements, the Contractor shall perform the following actions:

(1) Acknowledge receipt of easement funds in the escrow account via e-mail to the COR.

(2) Ensure no new encumbrances have been recorded against the subject property since the date of the title commitment.

(3) Ensure that all exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in the PTO from the OGC have been completed and the applicable clearance documents recorded.

(4) Ensure all taxes and assessments for prior and current years have been paid.

(5) Secure a final title policy in an insured amount which is the same as the consideration paid for the easement. The final title policy shall be on ALTA U.S. Policy Form (9/28/91) and will be issued by a title insurance company that is on the U.S. Attorney General’s approved list.

(6) Comply with any listed title commitment or binder requirements.

If any new encumbrances have been recorded against the subject property since the date of the title commitment, the Contractor will immediately notify the COR and will not proceed until further instructions are received.

Upon completion of the closing and recording, the Contractor will notify the COR immediately by either e-mail or fax.

The Contractor must satisfactorily complete the closing process within twenty-one (21) calendar days of receipt of closing instructions.

The Contractor must send to the NRCS the ALTA U.S. Policy Form (9/28/91), naming the “United States of America, by and through the Secretary of Agriculture,” as the insured, in the amount of the purchase price as of the date and time of recording of the WED to the U.S. The policy of the title insurance will be free and clear of any and all exceptions to the title except those shown as acceptable on Form NRCS-LTP-23, Certificate of Use and Consent.

The Contractor shall deliver to the COR no later than ten (10) calendar days from closing the following documents:

(1) Invoice covering the agreed upon closing costs.

(2) Policy of Title Insurance on ALTA US Policy Form 9/28/91 (original plus one copy).

(3) Original recorder’s certified WED to the U.S.

(4) Original instruments relating to the reconveyance, release of other money liens, and other title clearance documents.

(5) Original executed closing settlement statement (Form HUD-1).

(6) Recorder’s certified copies of any title clearance documents, including subordination agreements.

In addition, Contractor shall provide to the landowner the following documents:

(1) One copy of the executed Form HUD-1.

(2) One copy of the recorder’s certified WED.

(3) IRS Form 1099-S.

Upon receipt of the final documents, the NRCS will obtain a final title opinion (FTO) from the

OGC.

VI. Delivery

The Contractor must submit the preliminary title search to the COR within 21 calendar days of receipt of landowner(s) deed(s), easement map(s), and delivery order. The Contractor must submit the commitment for title insurance and other required documents to the COR no later than 14 calendar days of receipt of the easement boundary survey and delivery order.

Contractor must close the transaction within 21 calendar days of receipt of the closing instruction letter. The closing documents will be delivered to the COR and landowner no later than 10 calendar days from closing and recording.

VII. Payment

The Contractor will bill the NRCS directly for preliminary title search, title commitment, and closing costs. The Contractor will provide an application for payment for each line item on the price proposal in accordance with the Agreement.

The Contractor will be paid a flat fee for services rendered which is inclusive of all recording fees, travel expense, postage costs, copy costs, telephone charges, and charges of a like nature.

Payment will be made in accordance with Federal Acquisition Regulations (FAR) Clause 52.232.25, Prompt Payment. Payment will be directly deposited into the Contractor’s account using information provided on Standard Form 1199A, Direct Deposit Sign Up Form.

VIII. Authority

Only an NRCS contract officer (CO) may authorize a modification to this contract. Any questions may be directed to Crystal M. Blackburn at (334) 887-4543.

IX. Contacts

For information, the Contractor may contact the following NRCS personnel:

Administrative Contact and CO:

Name: Crystal M. Blackburn Address: 3381 Skyway Drive Auburn, Alabama 36830 Telephone No.: (334) 887-4543 Facsimile No.: (334) 887-4551 E-mail Address: crystal.blackburn@al.usda.gov

Technical Contact and COR:

Name: Robert Beaty Address: 3381 Skyway Drive Auburn, Alabama 36830 Telephone No.: (334) 321-1685 Facsimile No.: (334) 887-4551 E-mail Address: bob.beaty@al.usda.gov