NonJudicial_Foreclosure.docx

U.S. DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT (REV 9/17)

1) BLANKET PURCHASE AGREEMENT – Rural Housing Foreclosures (Substitute Trustee)

TO BE COMPLETED BY THE GOVERNMENT

BPA Number: ____________________________ FMMI NO. ____________________________ NAICS Code: 541110 ____________________________

Vendor’s Name and Address: _______________________________________________________________

Email Address: ______________________________________________

Telephone #: __________________________________

Fax #: _______________________________________

Prompt Payment Discount: _________________________

DUNS#: ______________________________________

Tax ID#: _____________________________________ Liability Insurance #: _____________________________ (Submit copy of Declaration Page)

Deliver work and invoices to:

USDA, Rural Development Contracting Officer Representative, Ordering Official St. Louis, Missouri

PLEASE LIST ALL THE COUNTIES FOR WHICH YOU ARE WILLING TO PERFORM FORECLOSURE SERVICES IN NORTH CAROLINA. If your standard rate/fee is different for different counties, please specify your rate beside each county name.

EFFECTIVE PERIOD OF AGREEMENT:

The supplier agrees to furnish services to perform rural housing foreclosures in accordance with the attached Statement of Work, terms and conditions. This agreement shall be in effect until September 30, 2018 or until cancellation upon 30 days prior written notice by either party. In the event of cancellation, performance of outstanding orders under the terms and conditions herein shall continue until completed in accordance with order deadlines, unless the Contracting Officer cancels work. This agreement may be renewed upon its expiration, by mutual agreement between parties.

PRICES:

The supplier shall furnish these services at prices, which are at least as low as prices charged to the supplier’s most favored client for comparable quantities under similar terms and conditions, in addition to any discounts for prompt payment. The prices shall be a flat fee agreed upon at time of award, plus reimbursement for required newspaper advertising. Charges for advertising are considered a direct expenditure and will only be reimbursed for the exact cost. This flat fee shall include all wages, indirect cost, overhead, G & A, transportation, profit, AND filing fees (initial and for the Notice of Foreclosure), services and recording fees, and fees for record search for lienholders and owners of record. The aforesaid flat fee is the agreed-upon fee for services rendered, and shall be the amount due and payable notwithstanding any percentage rate or fee which may be set forth in state law(s) covering foreclosures and fees payable thereunder. The supplier shall request prior approval from the Contracting Officer for any change in the agreed upon flat fee.

DELIVERY DEADLINE:

Services to complete each foreclosure ordered under this agreement should be completed within 120 business days after the call order is issued.

AUTHORIZED ORDERING OFFICIALS and MAXIMUM ORDER LIMITS:

The Government is obligated under this BPA only to the extent of call orders placed by authorized individuals. Call orders may be placed by:

1. Central Servicing Center Processors, Rural Development Manager or Loan Specialist: may place orders up to $3,500.00 per order.

2. Contracting Officer: may order up to warrant limit.

No individual call order under this agreement may exceed $150,000.00.

DELIVERY TICKETS:

All deliveries under this agreement shall be accompanied by a delivery ticket, which shall contain the following information:

1. Name of supplier. 4. Call order number.

2. BPA number. 5. List of foreclosures being delivered.

3. Date of call order. 6. Date of delivery or shipment.

CONTRACTOR: CONTRACTING OFFICER:

(Printed Name & Signature) (Printed Name & Signature)

Date: ________________________ Date: _____________________________

2. SPECIAL BPA REQUIREMENTS

A. SERVICES:

The services specified in the Sections entitled Schedule of Supplies/Services and Special Contract Requirements may be changed by written modification to this contract. The modification will be prepared by the Contracting Officer.

B. PERSONNEL POLICY:

The contractor shall be responsible for protecting the personnel furnishing services under this contract. To carry out this responsibility, the contractor shall provide the following for these personnel:

· Worker’s compensation

· Professional liability insurance

· Health examinations

· Income tax withholding, and

· Social security payments.

The parties agree that the contractor, its employees, agents and subcontractors shall not be considered RD employees for any purpose.

NOTE 2: This is a firm fixed-price service BPA.

NOTE 3: The aggregate total of each individual order shall not exceed $3,500.00 without prior written approval from the Contracting Officer. The amount of $3,500.00 includes fees and all ancillary necessary costs.

NOTE 4: Contractor cannot bill in advance.

NOTE 5: NAICS CODE for this BPA is 541110. Contractors shall verify that their SAM registration includes NAICS Code 541110. BPA cannot be awarded to a Contractor that does not have NAICS Code 541110 in their active SAM registration.

3. PERFORMANCE-BASED STATEMENT OF WORK: NON-JUCIDIAL FORECOLOSRE

A. SERVICES REQUIRED

PLACEMENT OF ORDERS

Individual task orders will be placed on a rotational basis with all BPA holders.

DELIVERY

The reasonably expected completion time for each judicial foreclosure Task Order is 120 days from the date of acceptance. The Contractor must exercise due diligence and manage the process by ensuring that all required actions are completed timely and effectively.

Exceptions may be granted to the standard non-judicial foreclosure timeframe for delays beyond the Contractor’s control by a written contraction modification. Any request for exception must be submitted to the Contracting Officer (CO) and include supporting documentation such as attorney correspondence or copies of court records. The CO will determine the need for a time extension and approval. The time extension request shall be submitted prior to the expiration date of the Task Order.

B. ASSIGNMENT OF CASE

Each task order submitted and accepted by the Contractor shall be acknowledged in writing to the ordering official at CSC Central Servicing Center within 7 calendar days of receipt.

All assignments must contain a Task Order/Acceptance Agreement signed. The Contractor cannot begin any foreclosure services without a fully signed Task Order.

Contractor shall furnish all necessary personnel, materials, equipment, services, facilities, and otherwise do all things necessary to provide the judicial foreclosure services required.

C. DESCRIPTION OF AGREEMENT

Objective: The objective of this contract is to retain a private attorney or law firm (hereinafter called "Contractor") to provide legal and paralegal services for a non-judicial foreclosure of a Section 502 (Single Family Housing) obligation to the United States of America, acting through the Rural Development, United States Department of Agriculture (USDA). These services shall be performed on cases throughout the State of North Carolina, in compliance with North Carolina State Laws.

Scope: The Contractor shall provide all legal and related services in connection with each assigned case to complete the non-judicial foreclosure. The Contractor will notify the Contracting Officer (CO) within 7 calendar days of becoming aware of an answer or counter claim asserted against RD and/or the United States, and provide a copy of such pleadings, and any other documents that relate to the challenge or counterclaim. After forwarding such documents to RD, the Contractor will take no further action until instructed by the CO.

Standards: All litigation, enforcement, and collection actions on the part of the Contractor shall be in compliance and consistent with all 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); The Fair Debt Collection Practices Act (15 U.S.C. 1692 et seq.); The Debt Collection Act of 1982, as amended (P.L. 97-365); The American Bar Association Model Rules of Professional Responsibility (1983); the Debt Collection Improvement Act of 1996.

These statutes and standards, 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 agreement. Violation of applicable law, regulation or ethical standards shall be cause for termination of the agreement for default.

Description of services to be provided:

RH SUBSTITUTE TRUSTEE SERVICES – STATEMENT OF WORK

The Substitute Trustee shall provide professional services to conduct foreclosures on Rural Housing borrowers’ real estate loans. These services are not considered “legal” in nature, are not considered to be the practice of law and do not involve decision-making or interpretation of agency policy or directives.

All persons serving as Substitute Trustee must have a minimum of 3 years recent legal or paralegal experience in conducting real estate foreclosures under the laws of North Carolina.

The Substitute Trustee shall provide the Contracting Officer with a current copy of the Declaration Page of their Lawyers Professional Liability Policy.

When a call order is issued, the Substitute Trustee shall complete the foreclosure in accordance with North Carolina General Statutes, Chapter 45, and Article 2, relating to Foreclosure or Sale under Power. All work shall be completed within 120 business days, according to the following schedule:

1. Within 30 days of receipt of the call order, schedule and hold hearing and schedule foreclosure sale date with the Clerk of Superior Court. Notify the Rural Development office and send them one copy of the Notice of Hearing.

2. Check Register of Deeds and Clerk of Court offices and make search for lienholders and owners of record; notify these as appropriate. Provide the RDM/RDS with a copy of the title search.

3. Notify those entitled to notice under Section 45-21.16 of the General Statutes of North Carolina and any other applicable state law.

4. Attend hearing at office of the Clerk of Superior Court as Trustee’s Agent. Schedule sale date (to be within 30 days after hearing).

5. Date and post the original Notice of Sale at the Courthouse.

6. Notify the Rural Development office of the result of the hearing and the date of foreclosure sale, and send them 1 copy of Proof(s) of Service, Findings and Order, and Notice of Sale.

7. Twenty-nine days prior to the foreclosure sale notify Internal Revenue Service if there is an IRS lien on the property. (See sample notification.)

8. Place and pay for advertisement for foreclosure sale in newspaper with general circulation in the area where the property is located, in accordance with State Statutes. (See BPA for terms of reimbursement for advertising costs).

9. Proofread advertisement when it first appears, and immediately notify Rural Development of the total cost of advertising.

10. Hold sale. File the original Report of Foreclosure Sale with the Clerk of Court, and immediately provide a copy to the RDM. If there are bidders present at the foreclosure sale or if there is no bid in excess of the Government’s established minimum bid, then postpone the sale.

11. Forward any notices of upset bid to the RDM and notify the proper interested parties. On the day that the sale becomes final, notify Rural Development. Forward any notices of upset bid to RDM.

12. Within 14 days after sale becomes final, prepare and record/file Final Report and Account and Trustee’s Deed. Complete and file a Notice of Foreclosure form for each foreclosed Deed of Trust and make marginal entry if required.

13. Within 5 days after filing/recording the items in # 12 above, send to Rural Development (2) conformed copies of Trustee’s Deed (plus the original if buyer is United States of America); (2) copies of filed Final Report and Account; (2) copies of the Affidavit of Publication; Statement of Marginal Entry; (2) copies of Notice of Foreclosure; and a receipt for payment of advertising. Substitute Trustee also should submit invoice for payment of their work at this time or receipt for payment from proceeds of sale as applicable.

The Substitute Trustee shall contact the Contracting Officer in advance if any change to this Statement of Work is contemplated due to unforeseen circumstances during performance of work under a call order.

(REV. 10/17)

Requirements:

The Contractor will complete the following items in each case unless instructed to stop work by the Contracting Officer:

1. When an RH account is accelerated, the Centralized Servicing Center (CSC) will send the 45 day letter for NC.

2. After the 45-day acceleration period, CSC will order the Property Inspection/ TSQ.

3. Attorney funds required task pops in queue; CSC will determine which contracting attorney will receive the call order under the applicable Blanket Purchase Agreement (BPA).

4. A record of call requesting funds approval is completed and sent to the appropriate department to establish funds approval. This information is logged onto a spreadsheet.

5. CSC processor will prepare Substitution of Trustee with selected contractor, and sent for Director Signature.

6. CSC will prepare file to attorney by completing necessary documents for foreclosure. A checklist has been provided for the processor to follow, file will be sent by UPS to appropriate contracting attorney.

7. Appraisal Ordered task pops in queue; CSC will determine which contractor will receive the call order under the applicable Blanket Purchase Agreement (BPA).

8. A record of call requesting appraisal funds approval is completed and sent to the appropriate department to establish funds approval. This information is logged onto a spreadsheet.

9. Once funds have been approved the selected contracting appraiser will received an appraisal request,

10. CSC will follow up on the established performance deadlines and will notify the Contracting Officer if a deadline is not met or if there is any change to the call order (such as extension of time or need for more work).

11. Once appraisal and been received a review of the appraisal is completed.

12. Substitute Trustee will furnish to CSC one copy of Notice of Hearing, Proof(s) of Service, Findings and Order, and Notice of Sale.

13. CSC will complete Net Recovery Value; prepare bidding instructions for attorney, log sales information onto website and necessary spreadsheet. Substitute Trustee will advertise the sale,

14. Immediately after the sale, the Substitute Trustee will furnish a copy of the filed Report of Foreclosure Sale to CSC.

15. If there is an upset bid, the Substitute Trustee will notify the interested parties and CSC.

16. Upon notification that the sale is final, if Rural Development is the successful bidder, CSC shall complete the required task(s) on the Foreclosure Work Screen 605 and 605 tasks.

17. The contracting attorney shall send final documents to CSC as soon as the necessary documents have been completed. CSC shall submit Substitute Trustee’s invoice to appropriate department for payment. If the Government was the successful bidder, file original Trustee’s Deed in the REO case file was received.

(REV. 9/17)

DESIGNATION OF AUTHORIZED GOVERNMENT REPRESENTATIVE:

The Contracting Officer below:

Raleigh, NC 27609

The Contracting Officer should be informed as soon as possible of any actions or inactions by the Contractor or the Government which will change the required delivery or completion times stated in the contract, and the contract will be modified accordingly.

On all matters that pertain to the contract terms and conditions, the Contractor must communicate with the Contracting Officer.

D. SPECIAL REQUIREMENTS

ORGANIZATIONAL CONFLICTS OF INTEREST

The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor proposes to avoid, mitigate, or neutralize the actual or potential conflict. No foreclosure action will be initiated until a decision is made regarding resolution of the potential conflict. The Contractor and any of their sub-Contractors shall not, personally or through a third party, buy a USDA financed or acquired property covered by this agreement.

Remedies for organizational conflict of interest: The Government may terminate this BPA or Task Order for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and either did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the Task Order for default, debar the Contractor from Government contracting, or pursue such other remedies as may be permitted by law or this contract.

The Contractor further agrees to insert provisions which shall conform substantially to the language of this BPA in any subcontract or consultant agreement hereunder.

CONFLICT OF INTEREST

The Contractor shall be bound by Rules 1.7 and 1.8 of the North Carolina Rules of Professional Conduct dealing with conflicts of interest. It shall be the responsibility of the Contractor to determine if representing the Government in any case assigned could or would be a conflict of interest or have the appearance of a conflict of interest. If a particular case assigned poses such a conflict or perceived conflict, the case shall be returned to the CO prior to initiation of any action.

During the course of this contract, the contractor will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The Contractor will not engage in other employment which is incompatible with the duties of this contract. The Contractor will not, directly or indirectly, engage in financial transactions of any kind of business dealing relying on information obtained through the performance of this contract. The Contractor will not have a direct or indirect financial or other interest that conflicts, or appears to conflict, with its responsibilities and duties under this contract.

CONTRACTOR QUALIFICATIONS

In accordance with applicable North Carolina State law, the Contractor may be any lawfully organized private corporation, professional corporation, partnership, or individual attorney. The Contractor shall have specific professional expertise of the foreclosure process, and have experience performing such actions in accordance with North Carolina State law.

Any legal assistant or paralegal who is employed by the Contractor to work on this contract must be supervised by a member of the North Carolina State Bar.

INSURANCE AND BONDING

Within 15 calendar days after award of this BPA and before assignment of any case, the Contractor must present to the Contracting Officer evidence of professional liability insurance coverage for errors and omissions in the amount of at least $250,000 with a deductible not to exceed $5,000.

LEGAL CONSULTATION

The state office staff of the RD Single Family Housing Program (SFH), in consultation with the Office of General Counsel (OGC) will be the contact for the Contractor for any legal consultation necessary in connection with cases assigned under this BPA. The primary contact person is:

Mark Stevens OGC (Eastern Region) USDA 1718 Peachtree Street RM 576 Atlanta, GA 30309 Phone: 404-347-1081 mark.stevens@ogc.usda.gov

Issues of a legal nature will be submitted to the SFH who will then work with OGC to provide the Contractor with a final opinion if warranted.

RECORDS OF CONTRACTOR ACTIVITY

The Contractor shall maintain detailed records of all activities under this contract in a manner, which describes the efforts of the Contractor accurately to effect the action for which the case was assigned. The Contractor shall make such records available for inspection by Rural Development, OGC, or Government auditing agency (ies) upon request. The Contractor shall provide the COR with copies of complaints, pleadings, and lis pendens as they are filed.

CONFIDENTIALITY OF RECORDS

All case files and other information related to assigned cases shall be considered a system of records within the meaning of the Privacy Act and the Contractor shall institute safeguards required by that Act.

The Contractor shall take all necessary steps to maintain and ensure the confidentiality of the information contained in each file and to protect against unwarranted disclosure of any such information.

LIENS HELD BY OTHER FEDERAL AGENCIES

If the title update reveals a lien to another federal agency, such as, but not limited to, the Internal Revenue Service (IRS), Housing Urban Development (HUD) or any other Federal agency other than Rural Development, or an interest other than the interest being foreclosed upon, such as a junior lien, the contractor shall notify the CO and seek advice on how to proceed before filing suit so negotiation can take place between Rural Development and such agencies. It is inappropriate for the United States to name the United States or any agency of the United States as a defendant in a suit.

TASK ORDERS OF CASES THAT ARE PENDING PRIOR TO THE EXPIRATION OF THIS BPA

Task orders of cases which have been awarded to the Contractor prior to the expiration date of this BPA, shall be completed within the terms and conditions of the BPA. Where enforcement of a 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.

PAYMENT

Contractor shall submit an invoice for actions completed, including associated ancillary costs. The amount due the Contractor shall be paid within 30 calendar days after receipt of invoice by Rural Development pursuant to the Prompt Payment Act of 1982, provided the documentation supports the actions and there is no discrepancy in the invoice.

E. RETURN OF CASES TO RURAL DEVELOPMENT AND EFFECT ON FEE

Rural Development reserves the right to reclaim a case for any reason including but not limited to instances when in the judgment of the CO the case is not being handled satisfactorily by the Contractor. Return to Rural Development means mailing or delivering the case file along with all pleadings and other documents filed by the Contractor and the borrower, and pertinent record of Contractor activities to the CO. When a case is returned to Rural Development upon written request of the CO pursuant to this subsection, the Contractor shall be entitled only to any amounts which have actually been expended (such as reimbursement for filing fees or other allowable costs) before the date of the return or the request for return, whichever is earlier. No fee will be paid for work statement actions not completed in accordance with applicable North Carolina State law. The Contractor shall have no claim against the Government for any action taken by Rural Development, its USDA legal 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.

Settlement schedule for Contractor’s Fee on return cases:

If work on any order is terminated by order of the Contracting Officer, payment shall be a percentage of the flat fee (plus any advertising costs) based on the portion of the Statement of Work, which has been completed as follows:

· For work performed prior to Step 4 – Negotiable

· For work taken through Step 4 – 70%

· For work taken through Step 9 – 85%

· For work taken beyond Step 9 – 100%

At the discretion of the Government, the Contractor may be granted full amount of the fee when it is determined to be appropriate by the Government.

F. INVOICES

Invoices shall be submitted in arrears.

INVOICES shall be submitted monthly for all foreclosures which have been completed and delivered, and which have not been paid from sale proceeds. The invoice shall be itemized, identifying each foreclosure and breaking down the fee for each, into Flat Fee and Advertising. Verification of advertising costs (invoice or receipt from newspaper) is required for reimbursement.

Deliver work and invoices to:

USDA, Rural Development Contracting Officer Representative, Ordering Official St. Louis, Missouri

If the property is purchased by the Government, and there are no surplus funds, the supplier (Substitute Trustee) fee will be paid after submission of the above described invoice and after all work has been accepted in accordance with the terms of the Blanket Purchase Agreement.

If the property is purchased by an entity other than the United States of America, the supplier (Substitute Trustee) fee and the legal foreclosure advertising cost will be paid by deduction from the proceeds of the sale. The Foreclosure Fee per N.C.G.S. 7A-308(a)(1) will be paid only if there are adequate surplus proceeds. By the terms of N.C.G.S. 105-228.28 the Excise Tax per N.C.G.S. 105-228.30 does not apply to sales of real property by the Rural Housing Service. In case of payment from sale proceeds, the Substitute Trustee shall furnish Rural Development with an invoice itemized to show Flat Fee and Advertising amounts (and invoice or receipt to verify advertising amount) and this invoice shall be annotated "“Paid from Sales Proceeds”.) However, the Substitute Trustee’s fee will not be considered released until all work has been accepted in accordance with the terms of the Blanket Purchase Agreement.

The NEGOTIATION AUTHORITY for orders placed under this BPA is 41 USC 252 (2)(3).

To constitute a proper invoice, the invoice must include the following information and/or attached documentation:

1. Name of the business concern, invoice number and invoice date

2. Task Order Number

3. Description, price, and services actually delivered or rendered

4. All payments by the Government under this BPA shall be made by Electronic Funds Transfer (EFT) using the EFT information contained in the System of Award Management (SAM) registration, per FAR 52.232-33.

5. Name (where practicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent

6. Invoice must show cumulative charges and credits made on the contract to date

To assist the Government in making timely payments, the Contractor is requested to furnish the following additional information either on the invoice or on an attachment to the invoice:

1. Name of the borrowers for which services are being billed.

2. For final payment, invoices must identified as “Final Payment” request

G. PRICE SCHEDULE & CERTIFICATIONS

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

This BPA is based on a flat fee for the type of action and reimbursement for ancillary necessary costs advanced by the Contractor.

1. Non-Judicial Foreclosure Service Fee includes: attorney fees; paralegal fees; travel, telephone, or mailing expenses; and equipment or office space costs. Fees shall be at least as low as those prices listed in the Housing and Urban Department’s (HUD) current Schedule of Standard Attorney/Trustee’s Fees published by HUD. Fees higher than the published amounts may be appropriate, in cases such as contested foreclosures, required probate proceedings, etc., and are subject to approval by the Agency on a case-by-case basis. Justification for higher fees must be well documented in the contract file. Ancillary items include recording fees and costs under North Carolina State law as well as the cost of title insurance or binder specifically requested by the Contracting Officer’s Representative. Ancillary items DO NOT include the following which are in the Contractor’s basic fee: attorney fees; paralegal fees; separate fee for title search/update; travel, telephone, or mailing/shipping expenses (not to include Certified/Return Receipt costs); and personnel, equipment or office space costs.

H. INSPECTION AND ACCEPTANCE

Inspection and acceptance will be at destination. Payment on invoices received will be made only after the services have been reviewed by USDA-Rural Development and determined that the services have been completed in accordance with the specifications of this agreement.

I. BILLING INSTRUCTIONS

The Contractor shall submit an original itemized invoice with the delivery of the completed actions, included associated ancillary costs.

Invoices shall be rejected if services were not performed. The Contractor’s billing name must agree with the Contractor’s name on the BPA.

J. RETURNED INVOICES

Invoices will be returned for:

1) Failing to cite a Task Order number,

2) Having other payment discrepancies,

3) Unacceptable performance.

K. CONDUCT

The Contractor shall be liable for any loss from or injury to, any property resulting solely from the Contractor’s negligence and/or failure to perform the judicial foreclosure services provided for herein.

The Contractor waives, releases, and discharges the Government from any and all claims, demands, and causes for action for damages to person(s)/or property which may arise in any manner incident to the execution of this BPA, except his/her rightful claim for payment or compensation, as provided herein.

The Contractor shall obtain the services of qualified employees in all instances, and the Contractor is responsible for actions or omissions of employees in performance of work under this BPA. The Contractor shall not commit, nor permit others to commit, any waste or unlawful acts or nuisances upon property assigned.

Section (m) of the Privacy Act (5 USC 552a) requires that any Federal agency contracting for the operation of a system of records to accomplish an agency function shall cause the requirements of that Section to be applied to such system. Therefore, in order to comply with Section (m), all work resulting from this solicitation shall be subject to the terms and conditions of the Privacy Act (5 USC 552a).

Prospective Contractor, by submitting quotations under this solicitation hereby acknowledge and agree to comply with the terms and conditions of the Privacy Act.

L. RESTRICTIONS AGAINST DISCLOSURE (FEB 1988) (AGAR 452.237-75)

During the period of this BPA, the Contractor may be given access to information of a privileged nature. The Contractor shall not disclose or cause to be disclosed such information at any time during or after the term of this contract and further shall not use the information for any purpose other than making and /or servicing loans for RD.

a. 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, nor to authorize or permit 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 to the Contracting Officer, named herein, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

b. 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.

M. BLANKET PURCHASE AGREEMENT TERMINATION

The BPA can be terminated by either party with 30 days written notice. In the event of termination, delivery or performance of outstanding orders may continue for a period of 30 days, after which time any remaining items will be considered cancelled.

N. EXTENT OF OBLIGATION

USDA-Rural Development is obligated only to the extent of authorized purchases actually made under the BPA. USDA-Rural Development is not obligated to place any orders with the proposed contractor under this BPA. The vendor is not obligated to accept orders under this BPA. However, if the vendor accepts an order, he/she is obligated to provide the services/end products under the terms and conditions of this agreement.

O. BASIS FOR BLANKET PURCHASE AGREEMENT AWARD

The Government intends to evaluate offers and may award a BPA without discussions with offerors. Therefore, the offeror’s initial offer should contain the offeror’s best terms from a price and technical offer.

The Government reserves the right to conduct clarification or discussions with private attorneys or law firms, if later determined by the Contracting Officer to be necessary. The Government may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received.

Multiple awards: The Government reserves the right to make multiple awards to qualified contractor(s) offering the lowest prices.

P. INDIVIDUAL ORDER LIMITATION

The maximum amount on an individual task/delivery order shall not exceed $25,000.00. The maximum limit on an individual Blanket Purchase Agreement is $150,000.00.

Each task order shall be limited to the amount specified above. Orders in excess of this amount shall not be honored or accepted by the BPA holder. Failure to comply with this provision may result in termination of the BPA.

Q. Quality Assurance Surveillance Plan (QASP)

The Government Point of Contact (POC) will monitor the Contractor’s compliance with the Performance Work Statement by holding telephone conference call meetings with the Contractor and reviewing foreclosure progress as described in Section 6D.

R. PERFORMANCE ASSESSMENT

The Government will monitor the Contractor’s compliance with the Performance Work Statement as indicated in the Quality Assurance Surveillance Plan.

The following standards of performance will be monitored:

Monthly Status Meeting with ordering official

To be scheduled by the CO

100%

The contractor shall submit a corrective action plan if it does not meet the standards listed in the QASP; and to correct all deficiencies at no additional cost to the Government.

BPA may be terminated if Contractor fails to comply with the requirements of this BPA.

Federal Acquisition Regulation (FAR) Provisions and Clauses: Full Text Provisions 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at www.acquisition.gov.

(End of Provision)

452.209-70 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction (Deviation 2012-01) (Feb 2012)

(a) Awards made under this solicitation are subject to the provisions contained in sections 738 and 739 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2012 (P.L. No. 112-55), Division A, as amended and/or subsequently enacted, regarding corporate felony convictions and corporate federal tax delinquencies. To comply with these provisions, all offerors must complete paragraph (1) of this representation, and all corporate offerors also must complete paragraphs (2) and (3) of this representation.

(b) The Offeror represents that –

(1) The Offeror is [ ], is not [ ] (check one) an entity that has filed articles of incorporation in one of the fifty states, the District of Columbia, or the various territories of the United States including American Samoa, Federated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the Marshall Islands, U.S. Virgin Islands. (Note that this includes both for-profit and non-profit organizations.).

If the Offeror checked “is” above, the Offeror must complete paragraphs (2) and (3) of the representation. If Offeror checked “is not” above, Offeror may leave the remainder of the representation blank.

(2) (i) The Offeror has [ ], has not [ ] (check one) been convicted of a felony criminal violation under Federal or State law in the 24 months preceding the date of offer.

(ii) The Offeror has [ ], has not [ ] (check one) had any officer or agent of Offeror convicted of a felony criminal violation for actions taken on behalf of Offeror under Federal or State law in the 24 months preceding the date of offer.

(3) The Offeror does [ ], does not [ ] (check one) have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

(End of Provision)

Provisions Incorporated by Reference

52.212-1 Instructions to Offerors-Commercial Items (Jan 2017)

(End of Provisions)

Full Text Clauses

52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at www.acquisition.gov.

(End of Clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (Jan 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). (3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108- 78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

(1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

(4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved].

(6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

(8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(10) [Reserved].

(11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

(ii) Alternate I (Nov 2011) of 52.219-3.

(12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (JAN 2011) of 52.219-4.

(13) [Reserved] _X_ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

(15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-7.

(iii) Alternate II (Mar 2004) of 52.219-7.

(16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

(17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

(ii) Alternate I (Nov 2016) of 52.219-9.

(iii) Alternate II (Nov 2016) of 52.219-9.

(iv) Alternate III (Nov 2016) of 52.219-9.

(v) Alternate IV (Nov 2016) of 52.219-9.

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

(19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

_X_ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

(25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

(27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

(30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

(ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(34) 52.222-54, Employment Eligibility Verification (OCT 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35) 52.222-59, Compliance with Labor Laws (Executive Order 13673) (OCT 2016). (Applies at $50 million for solicitations and resultant contracts issued from October 25, 2016 through April 24, 2017; applies at $500,000 for solicitations and resultant contracts issued after April 24, 2017).

Note to paragraph (b)(35): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, GSA, DoD and NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

(36) 52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016).

(37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

(39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

(40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Oct 2015) of 52.223-13.

(41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-14.

(42) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

(43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

(ii) Alternate I (Jun 2014) of 52.223-16.

_X_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

(45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

(46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

(47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

(ii) Alternate I (JAN 2017) of 52.224-3.

(48) 52.225-1, Buy American—Supplies (May 2014) (41 U.S.C. chapter 83).

(49)(i) 52.225-3, Buy American—Free Trade Agreements—Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

(ii) Alternate I (May 2014) of 52.225-3.

(iii) Alternate II (May 2014) of 52.225-3.

(iv) Alternate III (May 2014) of 52.225-3.

(50) 52.225-5, Trade Agreements (OCT 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(51) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(55) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

(56) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

(57) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (Jul 2013) (31 U.S.C. 3332).

(58) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

(59) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

(60) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

(61) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(12)).

(62)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

(ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

(1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

(2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May 2014) (41 U.S.C. chapter 67).

(7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain…