RFQ_for_KY_Foreclosure_loan_program_2016_Rev1.doc

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

See Block 31C

4. ORDER NO.

5. SOLICITATION NO.

AG-5343-S-16-0002

6. SOLICITATION ISSUE DATE

08/01/2016

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

Marshall G. Ritchey

b. TELEPHONE NO. (No collect calls)

8. OFFER DUE DATE/LOCAL TIME

08/31/2016 3:00pm est

9. ISSUED BY

CODE

DESTINATION UNLESS BLOCK IS MARKED

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SEE SCHEDULE

12. DISCOUNT TERMS

USDA, Rural Development

Kentucky Contract Program Manager 1095 National Mine Road, Suite 200 Madisonville, KY 42431

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UNRESTRICTED OR

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SET ASIDE: 100% FOR

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SMALL BUSINESS

` EMERGING SMALL BUSINESS

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HUBZONE SMALL BUSINESS

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SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS

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8(A)

0%

Net 30

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13a. THIS CONTRACT IS A RATED ORDER

13b. RATING

NAICS:

SIZE STANDARD:

14. METHOD OF SOLICITATION

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RFQ

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IFB

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RFP

15. DELIVER TO

16. ADMINISTERED BY

USDA, Rural Development

Kentucky Contract Program Manager 1095 National Mine Road, Suite 200

Madisonville, KY 42431

USDA, Rural Development

Kentucky Contract Program Manager 1095 National Mine Road, Suite 200

Madisonville, KY 42431

17a. CONTRACTOR/

OFFEROR

FACILITY

18a. PAYMENT WILL BE MADE BY

XD01

WWW.IPP.GOV

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

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SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

THIS Request for Quote (RFQ)FOR:

Foreclosures in the Eastern District of Kentucky and Title services for the Entire State of Kentucky

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

25. ACCOUNTING AND APPROPRIATION DATA

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

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27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

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27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA FORMCHECKBOX

ARE FORMCHECKBOX

ARE NOT ATTACHED.

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28.

CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ___ COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29.

AWARD OF CONTRACT: REFERENCE _______Quote____________ OFFER DATED _________________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

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

30c. DATE SIGNED

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

Marshall G. Ritchey 31c. DATE SIGNED

AUTHORIZED F

OR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV.3/2005)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

SECTION B

19.

CLIN

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

Service

Render By 22.

HOURS

23.

HOURLY RATE

24.

TOTAL AMOUNT

SEE SCHEDULE OF PRICES

32a. QUANTITY IN COLUMN 21 HAS BEEN

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RECEIVED

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INSPECTED

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

COMPLETE

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PARTIAL

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FINAL

37. CHECK NUMBER

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PARTIAL

FINAL

38. S/R ACCOUNT NO.

39. S/R VOUCHER NO.

40. PAID BY

41b SIGNATURE AND TITLE OF CERTIFYING OFFICER

41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MM/DD)

42d. TOTAL CONTAINERS

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV.3/2005)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.2

Section B: Schedule B- Supplies or Services ad Price Cost

Provide Legal services for foreclosures with or without deficiency judgments, judgments, bankruptcies, and/or action to recover possession related to Section 502 direct (Single Family Housing) debts. This work is to be performed throughout the State of Eastern Kentucky and Title services for the entire State. As described in Section C of this solicitation and as order by specific Task Orders issued under this BPA.

Schedule of Prices Fixed Priced Delivery Order Base Year from day of award for 12 months ) (8 hours = 1 day)

TOTAL COST

TOTAL PRICE (CLIN 001-008 )

Option Year 1- date of award to 12 months

TOTAL PRICE (CLIN 001-008 )

Option Year 2- date of award to 12 months

TOTAL PRICE (CLIN 001-008 )

Option Year 3- Date of award to 12 months

TOTAL PRICE (CLIN 001-008 )

Option Year 4- date of award to 12 months

TOTAL PRICE (CLIN 001-008 )

ENFORECEMENT PERCENTAGE IS TO BE BID FOR PAYMENT PURPOSES ONLY, NO OBLIGATRION OF FUNDS NECESSARY:

Enforcement of Judgment or Deficiency Judgment Qty:_____ x ______% Of collection Statement of Work

USDA, RURAL DEVELOPMENT, KENTUCKY STATE OFFICE

SINGLE FAMILY HOUSING FORECLOSURES

Section 1.

Introduction

The Rural Development(RD) mission within the Unites States Department of Agriculture(USDA is accomplishes its mission by providing assistance to rural America through the network for 47 State Offices and numerous field office locations covering 50 states, the Pacific Trust Territories, Puerto Rico and the U.S. Virginia Island. RD’s headquarters is located in the Washington District of Columbia with additional operation is St. Louis and Field Offices in the Eastern District for the State of Kentucky.

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

Objective:

The objective of this contract is to retain private attorneys or law firms (hereinafter called “contractor”) to provide Single Family Housing Foreclosures in connection with foreclosures without deficiency judgments related to Section 502 (Single Family Housing) debts to the United States of America, Rural Development, [formerly Farmers Home Administration], United States Department of Agriculture (USDA). All suits will be filed in the Federal Court for the U.S. District covered by this purchase order (the U.S. District Court where the security property is located), and must be by Ordinary Process, not Executory Process.

Section 2.

Services/Tasks

The following services shall be provided remotely and on-site in Kentucky State Office with Single Family Housing Foreclosures in Eastern District of Kentucky. Coordinated with the CORs: Michele Baldwin or Elizabeth Yancey.

The contractor shall provide all legal and related work, including title search update, in connection with each assigned case to complete the foreclosure, sue for, enforce other judgments, and obtain an Order of Sale. The contractor shall handle all litigation through the Federal court system for the U.S. District Court in which the Rural Development security property is located unless specifically directed otherwise in writing by the Designated Program Official. The contractor will notify the Designated Program Official within five (5) days of becoming aware of a challenge or counterclaim, asserted against the United States and provide a copy of the pleadings and documents that relate to the challenge or counterclaim after which the contractor will take no further action until instructed by the Designated Program Official. Rural Development Centralized Servicing Center will provide to the contractor one copy of the Promissory Note(s); one copy of Real Estate Mortgage(s), one copy of Subsidy Repayment Agreement(s) and one copy of Form RD 427-10, Final Title Opinion OR cover sheet and schedules that describe the title insurance policy. If applicable, a copy of the prior (leveraged) lien holder mortgage, and Report of Deceased Borrower will be provided. A Notice of Les Pendens will be filed by the contractor with the County Court Clerk where the property is located after the Complaint is filed. After the Les Pendens is filed another updated Title Opinion will be prepared by the contractor to assure all lien holders will be brought before the court to allow a timely amendment of the Complaint, if needed. At the conclusion of the case the contractor shall release any Les Pendens which were filed.

Rural Development retains the sole right to determine the cases to be ordered from private attorneys, and may elect not to use private attorneys for any or all cases.

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); and

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

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 purchase order.

Violation of applicable laws, regulations or ethical standards, shall be cause for termination of the purchase order for default.

DESCRIPTION OF FORECLOSURE TO BE PROVIDED: Within fifteen (15) working days after issuance of a purchase order for a foreclosure case, the contractor shall commence legal action by Ordinary Process to foreclose the mortgage and bring the security property to public sale in the minimum time permitted by law. Where permitted, all foreclosure sales will be subject to any outstanding prior liens including real estate taxes and assessments; and all foreclosure complaints shall contain a prayer for possession of the property by the purchaser so a separate suit need not be brought to obtain possession. As soon as a complaint is filed, one copy of the complaint will be forwarded to the Designated Program Official on the purchase order. One copy will also be furnished to: USDA Rural Development, Kentucky State Office, Single Family Housing Program, 771 Corporate Drive, Suite 200, Lexington, KY 40503. Execution of the portion of an order to eject occupants shall be undertaken only when specifically directed by the USDA Rural Development, Kentucky State Office, and Single Family Housing Program. As soon as judgment and order of sale is obtained, one copy of the judgment and order of sale will be forwarded to the USDA Rural Development, Kentucky State Office, Single Family Housing Program and a copy shall also be sent to the Designated Program Officials at CSC. The judgment will contain language to allow Rural Development staff to conduct the Foreclosure Sale. After the date the foreclosure sale will be held is determined, Rural Development shall notify the contractor.

Rural Development will conduct the Foreclosure Sale according to the Judgment and Order of Sale and enter a bid on behalf of the government. {Refer to KY RD AN 021 (1955-A & 3550)} Upon completion of foreclosure sale, Rural Development will mail a report of sale to the contractor for filing in US District Court. This document will be filed within 7 business days of the mailing.

A foreclosure is deemed to be completed under this purchase order when the US Marshal deed is delivered to the purchaser (this must be completed within 90 days after the foreclosure sale) and : (1) if Rural Development was the purchaser, when the deed has been provided (copy to USDA Rural Development, Kentucky State Office, Single Family Housing Program) and a final report of foreclosure and certification of clear title is provided to Rural Development by the contractor; or (2) if the purchaser was other than Rural Development, when the U.S. Marshal’s deed has been delivered to the purchaser a copy of the deed, and certification of clear title, is provided to Rural Development by the contractor. Third party purchasers will be given a 60 day time as stated in the Judgment and Order of Sale to pay remaining 90% balance due. No billing for foreclosure fees shall be rendered prior to delivery of the deed and certification of title.

In all foreclosure actions, contractor shall provide Rural Development with certificate of title and supporting documentation within 30 days after the U.S. Marshal Deed is delivered to the purchaser. If any title defect is later discovered for property acquired by the Government or third party purchaser which resulted from any error or omission on the part of the contractor, the contractor shall correct the defect without additional cost to the Government. The contractor will not be responsible for any title defect that may have existed prior to the creation of Rural Development’s lien or failure of Rural Development to obtain a valid lien prior to issuance of the purchase order to the contractor.

If Warning Order Attorney fees exceed $500.00 on any case, the contract attorney shall file motions to reduce fees to a reasonable amount.

EVICTIONS:

If evictions are required by the Government, the contractor will have a separately priced item in the accounting section of the purchase order. Evictions are to obtain Writ of Assistance pursuant to Judgment entered by court on foreclosure cases. The Order will allow the U.S. Marshal Service to eject and remove any and all persons holding possession of the property per the terms of the order of sale and maintain peace at the sale. The order will allow removal of contents and personal property.

GENERAL REQUIREMENTS:

(a) Contractor qualifications. Any attorney performing legal services under this purchase order, whether an individual or a member of the contracting firm, shall be duly licensed to practice law and must be currently in good standing with the State Bar Association in the State of Kentucky and be admitted to practice before the U.S. District Court in which the security property for the case is located. The contractor must have access to Public Access to Court Electronic Records (PACER), the Federal Court Data Information System, to allow documents to be filed electronically. The contractor must be able to represent Rural Development in Kentucky U.S. Bankruptcy court(s).

(b) Insurance and bonding. The contractor must maintain, during the entire performance of this purchase order, professional liability insurance coverage for errors and omissions in the amount of $250,000 with a deductible not to exceed $5000 and a fidelity bond in the amount of $50,000 for each individual who will have access to proceeds from the legal actions under this purchase order. Evidence of such insurance must be presented to the Contracting Officer within 5 days of issuance of purchase order, and also with the contractor’s invoice.

(c) Acceptance of Purchase Order. Within three (3) working days after receipt of each purchase order, the contractor shall provide written acceptance or rejection of the purchase order by written memorandum (fax copy acceptable) to the Contracting Officer.

(d) Approval of documents. After notification by the Contracting Officer, but prior to issuance of any purchase orders, the contractor shall provide to the Contracting Officer document formats proposed for use for review. The contractor shall make any changes in the formats deemed necessary by the Contracting Officer prior to use with assigned cases.

(e) Legal Consultation. The field staff of the USDA Office of the General Counsel (OGC) shall be the contact for the contractor for any legal consultation necessary in connection with cases assigned under this purchase order. The OGC will review a sufficient number of the Contractor’s “proposed filings” until the Contractor earns approval from OGC to make filings without prior approval. Request for corrections exceeding the first ten (10) probationary filings for review to Rural Development will be considered a breach of contract and cause for termination for default. The Government however reserves the right to revoke such approval and again require pre-approval of “proposed filings” at any time that the Government considers to be necessary.

The contact information for the Office of General Counsel is:

Office of General Counsel, USDA

ATTN: Judith McKenzie-Abraham, Attorney

1718 Peachtree Road, NW

Atlanta, GA 30309-2409

Telephone Number (404) 347-1060

Email Address: judith.mckenzie@ogc.gov

The Contractor shall notify the Designated Program Official and the Contracting Officer of any guidance given by the above contact if any change to the purchase order is necessary as a result of that guidance. The contractor shall await formal guidance from the Contracting Officer before initiating any change that would require a change or modification to this Purchase Order.

(f) Bankruptcy: Phase I and Phase II. The contractor shall be involved with bankruptcy when a borrower whose case has been assigned to the contractor for foreclosure files a petition, or when the borrower files a petition after acceleration of the account but before assignment to the contractor, or at any other time a borrower files a petition or is operating under the terms of a confirmed plan and the loan is in default. Assignment to the contractor under any of these circumstances will be at the discretion of the Designated Program Official and/or Contracting Officer.

If a borrower files bankruptcy under Chapter 7 after a case has been assigned to the contractor for foreclosure, the contractor shall keep the foreclosure file open pending final disposition of the bankruptcy proceeding. Final disposition of a Chapter 7 proceeding includes notification that the case has been dismissed, the property abandoned or the borrower has received a discharge. Upon final disposition, the contractor shall continue with the foreclosure.

If a borrower files bankruptcy under Chapter 11,12 or 13 after a case has been assigned to the contractor for foreclosure, the contractor shall keep the foreclosure file open pending final disposition of the bankruptcy proceeding. Final disposition of a Chapter 11, 12 or 13 proceeding includes notification that the case has been dismissed, the Plan has been confirmed or the contractor has obtained relief from the automatic stay pursuant to Phase II. The Contractor shall continue with the foreclosure if the bankruptcy case is dismissed or the automatic stay has been lifted. The case will be reclaimed from the contractor upon notification that the Plan has been confirmed, the borrower has made at least 3 consecutive post confirmation payments to USDA and a copy of the Order of Confirmation is provided to OGC attorney and the Designated Program Official.

Phase I - The contractor shall, within 7 calendar days advise the Designated Program Official and OGC when he/she becomes aware that a borrower whose case has been assigned has filed a petition in bankruptcy. If the Designated Program Official receives notice that a borrower has filed a petition in bankruptcy the Designated Program Official will immediately notify the contractor. These notifications shall be by telephone, (and confirmed in writing, and confirmed in writing within 7 days) or by Email. The Contracting Officer reserves the right to assign to the contractor the duty of representing USDA in the bankruptcy proceeding. If the bankruptcy case is assigned to the contractor, the Contracting Officer will advise the contractor whether USDA wishes to object to a proposed bankruptcy Plan, petition for lifting of the automatic stay or request abandonment in order to continue liquidation. The contractor shall prepare and file all required documents within the time frame necessary to protect the Government’s security interest or take other action as requested. The contractor is authorized to represent USDA, Rural Development at hearings when necessary and to execute bankruptcy related documents on behalf of USDA, Rural Development as Agency. The Designated Program Official, will provide to the contractor with account balances and other information for completing documents. Proof of claims will not be filed by the contractor. A bankruptcy Phase I action is deemed to be completed when the case is confirmed, dismissed, or the debtor is discharged by the Bankruptcy Court, or the automatic stay is lifted or USDA has acquired title to the property. The contractor shall provide OGC attorney and the Designated Program Official with a copy of the Court Order confirming the Plan with a letter explaining the payments to be made inside and outside of the Plan, a copy of the Court Order dismissing the case, the notice of discharge or the order vacating the automatic stay before receiving payment for Phase I work.

Phase II - The Designated Program Official will notify the contractor when a borrower is delinquent 3 months or more in payments under the terms of a confirmed Plan or when any other circumstances exist which provide a basis for a Motion to Vacate the Automatic Stay. The delinquency may arise from a borrower’s failure to make payments inside the Plan or outside the Plan. USDA, Rural Development reserves the right to assign to the contractor the duty of representing USDA, Rural Development at hearings in the bankruptcy proceeding. If the bankruptcy case is assigned to the contractor, the Designated Program Official will advise the contractor when USDA, Rural Development wishes to petition for vacating the automatic stay.

The contractor shall complete all bankruptcy documents along with the necessary information being provided by the Designated Program Official. A Phase II bankruptcy action is deemed to be complete when the motion to vacate stay is granted or denied or when the case is closed or dismissed by the bankruptcy court.

The contractor shall, within 60 calendar days, provide OGC attorney and the Designated Program Official with a copy of the filed Motion to Vacate Stay, the court order granting or denying the Motion, the notice of dismissal or closing.

(g) Conflict of interest. The contractor shall be bound by Section 1.7 of the American Bar Association Model Rules of Professional Responsibility (1983) 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 poses such a conflict or perceived conflict, the case shall be returned to the Contracting Officer prior to initiation of any action.

(h) (1) Proceeds from legal actions. Any proceeds from the foreclosure sale will be remitted to the U.S. Marshal Service by Rural Development staff conducting the foreclosure sale (refer to RD KY AN 021 [1955-A & 3550]). The Marshal Service will upon court order, disburse sale proceeds and execute deed to purchaser. The funds disbursed by the Marshal Service will be sent to the contractor. Payment of any amounts due Rural Development through foreclosure under this purchase order shall be made payable to “Rural Development” and sent to the contractor for delivery to Rural Development. The contractor shall send or deliver all such payments to Rural Development within one business day after receipt. Delays in remitting payments to Rural Development will be considered a breach of contract and cause for termination for default. Payments will be accompanied by a transmittal letter identifying proceeds of foreclosure sale and includes the account number to identify the borrower, and delivered to:

USDA Rural Development

PO Box 790300

St. Louis, MO 63179 *a carbon copy of this funds transmittal also to be sent to State Office via email.

(h) (2)Third Party purchasers must pay the balance of the purchase price to the United States Marshal within 60 days following the date of the sale. This is pursuant to sale bond executed by the purchaser. {Refer to KY RD AN 021 (1955-A & 3550)}

(i) Records of contractor activity. The contractor shall maintain records of all activities under this contract in a manner which describes the efforts of the contractor to accurately effect the action for which the case was ordered. Contractor shall make such records available for inspection by Rural Development, its Department counsel, or Government auditing agency (ies) upon request.

(j) Reclaim of cases by Rural Development. Rural Development reserves the right to reclaim a case. In reclaimed cases, the contractor shall mail or deliver the file for the case including copy of all pleadings and other documents filed by the contractor or the borrower, and pertinent record of contractor activities to the Designated Program Official or other destination as the Contracting Officer and/or Designated Program Official directs. The Designated Program Official will also indicate whether substitution of counsel or dismissal of the case is to be included. Reclaim of a case shall not waive the contractor’s liability under the provisions of this purchase order.

(k) Status Reports. The contractor will submit a monthly status report to the Designated Program Official in connection with each case until their completion.

(l) IRS or other Government Lien. If, during the processing of a foreclosure case the contractor finds that there is an existing lien by a Federal Government entity (Internal Revenue Service or any other Federal Government entity) then the contractor shall immediately suspend work and refer the issue to the Designated Program Official. The Government will then determine the next appropriate actions. Any time that the contractor’s work is suspended shall be added to the 4 month delivery requirement.

(m) Borrower Payoff Inquiries. If a borrower inquiries about either bringing a loan current or paying the balance, the contractor shall refer the borrower to party(ies) indicated in the attachment to the work order.

The contractor may continue performance unless directed by the Government to suspend work under paragraph (n) below.

(n) Suspension in response to borrower curing default inquiry. Upon communications between the borrower and the Government, the Government might issue a temporary work suspension of 10 days or longer to the contractor and direct the Contractor to provide an accounting of the prorated fee to which the contractor is entitled at that point in time (see the provision entitled Proration of fee for incomplete cases in which failure to complete is not the fault of the contractor) as well as an accounting of all reimbursable expenses to which the contractor is entitled up to that point in time. Upon receipt the contractor will promptly provide the Government with the required information no later than 2 work days after the request. The information shall be provided to the Designated Program Official who issued the request. If the contractor does not receive notice from the Government that the case was reclaimed by the day following the end of the suspension period, the contractor shall resume work on the case. If the Government determines that further suspension is needed, notice will be given to the contractor. The days that the contractor’s work is suspended shall be added to the delivery due date for the judgment and order of sale. Both parties understand that multiple suspensions of work may be issued during the delivery period of this purchase order. If a case is suspended for more than 60 continuous days, then the contractor may bill for prorated payment in accordance with paragraph 13. d. “Proration of fee for incomplete cases…” If the case is later continued, remaining fees and costs may then be invoiced only when otherwise authorized by this purchase order.

(o). Distribution of “ORDER FOR DISTRIBUTION OF SALE PROCEEDS AND TO STRIKE ACTION FROM DOCKET”: When the Contract Attorney prepares the “ORDER FOR DISTRIBUTION OF SALE PROCEEDS AND TO STRIKE ACTION FROM DOCKET” a statement must be included in the order that the check must be delivered to the contract attorney and their address. The distribution is to show the name and address of the contract attorney. Do NOT include the US Attorney on the Distribution Order. The “order” shall specify that the payment of any amounts due to Rural Development shall be made payable to “Rural Development”.

PAYMENT OF ORDERS: Contractor will be paid for an acceptable, completed order after review and acceptance in accordance with the Prompt Payment Act.

CONTRACTING OFFICER PRECEDENCE. The titles “Contracting Officer” and “Designated Program Official” appears throughout this Order.

The Contracting Officer may perform any function designated as a “Designated Program Official” function and in the event of conflict the direction of the “Contracting Officer” takes precedence over that of the “Designated Program Official”.

The “Designated Program Official” may perform no functions designated as a “Contracting Officer” function.

TERMS AND CONDITIONS

GENERAL AND SPECIAL PROVISIONS

The following general and special provisions are applicable to this Purchase Order. The Federal Acquisition Regulation (FAR) clauses located in this package are applicable to this Purchase Order. Updated clauses will be used when FAR clauses are updated and other required and/or “when applicable” clauses will be used when appropriate.

DESCRIPTION OF PURCHASE ORDER

The contractor shall provide Single Family Housing foreclosures without deficiency judgments related to Section 502 (Single Family Housing) debts to the United States of America, Rural Development, [formerly Farmers Home Administration], United States Department of Agriculture (USDA).

PRICING

Pricing to USDA Rural Development shall be as low as or lower than prices charged to the contractor’s most favored customer for like supplies or services in like quantities.

PRICE SCHEDULE:

a. Fees, Invoices and Contractor Payments. The Purchase Order is based on a flat fee for each type action and reimbursement for actual necessary costs advanced by the contractor only as described in “Reimbursable Costs” below.

b. Reimbursable costs. Rural Development shall reimburse the contractor for actual costs advanced by contractor which are necessary to effect the legal actions under this purchase order only as described below. Invoices for reimbursable costs may be submitted upon delivery of completed foreclosure action, or if action is not completed through no fault of the contractor, upon return of the incomplete case to Rural Development. All invoices shall be fully documented by including receipts evidencing payment by the contractor and shall identify the borrower and account number with which the expenditure is connected.

Reimbursable items include: recording fees; release fees, certified mail but only to serve defendants, separate fee for title search/update in only the case of a deceased borrower; court costs other than filing fee; fees for warning order attorney where required by law and service was attempted first by Certified Mail; reimbursement of cost for other than the use of warning order attorney to serve party defendant(s) in the lawsuit will require prior approval of Rural Development; for early close-out fee, not to exceed $200, in cases of assignment, third party sale, or other disposition (does not include borrower paying current); and other customary costs requisite to the litigation under this purchase order. Reimbursable items DO NOT include the following which are in the contractor’s basic fee: attorney fees, separate fee for title search/update except in the case of a deceased borrower; death certificate; tax certificates; mortgage certificates; travel; telephone; e-mail; fax; copying, or mailing expenses for other than Certified Mail to serve defendants (which is a reimbursable cost item ); or personnel, equipment or office space costs, and all other costs not specifically shown as reimbursable costs .

For any allowable specific cost of reimbursable expenses exceeding $400 or for cumulative costs exceeding $1,500 for any one case, the contractor must have obtained prior written approval from the Contracting Officer before incurring the cost(s). There shall be no other fees added to reimbursable expenses. It is anticipated that the Contracting Officer decision will be provided in 7 to 10 business days after the Contracting Officer received a request.

c. Filing Fees. Each purchase order issued will include the then current fee charged by the United States District Court to file the foreclosure law suit as a separate line item. Do NOT include the filing fee in your base fee.

d. Proration of fee for incomplete cases in which failure to complete is not the fault of the contractor. When Rural Development reclaims a case without the fault or negligence of the contractor, (or as otherwise agreed by mutual agreement) the fee shall be prorated as follows:

After issuance of purchase order

20% of fee for type action but before suit is filed with court

(not to exceed $200.00)

After suit is filed with court but

40% of fee for type action before court date is set

After judgment is obtained

80% of fee for type action but before judgment executed

When Rural Development reclaims a case under this section, Rural Development shall reimburse contractor for actual costs expended for the case to the extent set forth in the paragraph “Reimbursable Costs” above.

e. Bankruptcy Cases. Agreement is based on a flat fee for the following type of action completed by the contractor for cases in bankruptcy on behalf of Rural Development: (Include any court fees with quote.) The contractor shall notify both the “Designated Program Officials” and the “Contracting Officer” as soon as it is determined that a case has entered bankruptcy. The Government is not bound to pay for any additional costs involving bankruptcy unless and until the Government issues a modification to the purchase order funding the additional Bankruptcy work as quoted in the contractor’s price quotation.

1.

Motion for Dismissal (include filing fee)

2.

Consent Order

3.

Objection to Confirmation

4.

Motion for Order Confirming

5.

Termination of Automatic Stay

6.

Attend Meeting of Creditors (Chapter 13 only)

f. Payment. The amount due the contractor shall normally be paid within 30 days after receipt of invoice by Rural Development pursuant to the Prompt Payment Act of 1982, provided documentation is provided to support the actions invoiced and there is no discrepancy in the invoice. No final billing shall be rendered prior to delivery of the deed and certification of title to purchaser, and the report of sale to Rural Development.

DESIGNATED PROGRAM OFFICIALS

Designated Program Officials under this Contract Order are:

MAIN CONTACTS:

Carla Lee

4300 Goodfellow Bldg. 105 FC-213

St. Louis, MO 63120

314-457-5398 carla.lee@stl.usda.gov

Melissa Whiteman

4300 Goodfellow Bldg. 105 FC-213

St. Louis, MO 63120

314-457-5405 314-457-4445 fax melissa.whiteman@stl.usda.gov

SUPPLEMENTAL CONTACTS:

1. Blaine Barnes, Single Family Housing Program Director, may place orders up to $2500 per order.

2. Rebecca Gaffney, Single Family Housing Specialist, may place orders up to $2500 per order.

Other Designated Program Officials or Supplemental Contacts may be added or substituted by the Contracting Officer.

CONTRACTOR EXCELLENCE

The contractor agrees that it will be responsive to the delivery dates and specification requirements as set forth in this Purchase Order. Failure to comply with this provision may result in termination for default (see FAR Clause 52.249-8)

DELIVERY

Delivery schedules will be explained by the ordering officials at the time the order is placed and in compliance with the Statement of Work. The Judgment and Order of Sale will be obtained by the contractor four (4) months after the contractor receives purchase order. If the Government orders the contractor to suspend work on a case, the time of the suspension shall be added to the delivery due date for the judgment and order of sale.

INSPECTION AND ACCEPTANCE

Inspection and acceptance will be at the USDA Centralized Servicing Center, St. Louis, MO and/or KY RD State Office. Inspection is normally limited to determining compliance with the requirements stated in the purchase order and the Statement of Work.

INVOICING

A. FORMAT AND CONTENT OF INVOICES

19. A.1. The contractor’s invoices must be formatted in accordance with the format of the purchase orders issued by the Government. Specifically invoiced amounts must be formatted in the same structure as the line item structure on the purchase order.

For example, the purchase order may contain 3 line items as follows:

Item 01 “Flat fee for foreclosure…” This item would include all of the basic fee for the foreclosure

Item 02 “Filing fee…” This is a reimbursable amount of the filing fee

Item 03 “Reimbursable Costs…” This includes only the specific reimbursable costs allowed by paragraph 13.b. of the specifications of this purchase order.

Occasionally other items are included on the purchase order, for example

Item 04, “Attend Meeting of Creditors

.A.2. Invoices may not combine charges for multiple purchase order items into one invoiced item. Invoices may not mix charges for more than one purchase order item into different invoice items. The Government is entitled to return invoices improperly prepared to the contractor for correction and resubmission. Invoices will not be considered as received until received in proper format. Therefore, improperly prepared invoices will not be eligible for penalty interest for late payment. In accordance with the “Prompt Payment Act” payments are made as close as possible to 30 days after receipt of a proper invoice, and acceptance of the contractor’s work product.

Payment will be by Electronic Funds Transfer. The Government has the right to enter only a maximum of seven (7) characters from your invoice number into the payment trailer record, so the contactor should use invoice numbers of seven (7) characters or less. If the contractor’s invoice number is longer than 7 characters, or is not easily found on the contractor’s invoice, then the Government may enter whatever information it desires on the trailer record, or at its discretion, omit all such information.

B. TIMING OF INVOICES TO THE GOVERNMENT

.B.1. Because of the numerous checks and balances used by the Government to safeguard public funds, it costs the Government an extraordinary amount to process and make every payment. Therefore a major goal of the Government is to make as few payments on a purchase order as possible. However, the Government also realizes that it could be a burden on companies to wait until completion of a purchase order to receive payment. Therefore, the Government will allow payment at various stages of a purchase order, if and only if, the contractor discloses the invoicing thresholds as a portion of their price quotation. Otherwise only one payment will be made to the contractor upon satisfactory completion of the purchase order. If the contractor’s quotation includes multiple payments, the Government will consider the administrative cost of making multiple payments to the contractor in the selection of the contractor to receive a purchase order. Invoicing and payment will be offered only at the following times. The contractor may elect any or all of the thresholds for payment as set forth below:

a. Upon filing the complaint the “filing fee” may be invoiced.

b. Upon service by a “Warning Order Attorney” and receipt of the invoice from a “Warning Order Attorney” the “reimbursable costs” for the Warning Order Attorneys may be invoiced. Except however, that such reimbursable costs for “Warning Order Attorneys” will be paid only a maximum of twice during the life of the purchase order, so the contractor will need to aggregate the invoices if multiple warning order attorney services are required.

c. Upon providing the “Judgment and Order of Sale” to Rural Development, the contractor may invoice for seventy percent (70%) the “Flat Fee for Foreclosure” less a holdback amount of thirty percent (30%).

d. Upon completion of the case the contractor may submit a “final invoice” for all other charges, including the thirty percent (30%) portion of the Flat Fee for Foreclosure that was held back.

e. If and only if there is an unreimbursed Warning Order Attorney invoice for which the contractor is still awaiting the courts to determine the payment amount can the contractor submit any invoice after completion of the case.

Payments will not be made at any times other than as specified in 19.B.1.a through 19.B.1.e above.

PAYMENT

All payments under this Order will be made under the Prompt Payment Act. (See Clause 52.232-1.) The contractor shall not be entitled for any payment for services not rendered, including anticipatory profits, overheads, personnel costs, or any and all similar costs.

RETURNED INVOICES

Invoices are returned for:

1. Failing to cite a the proper Purchase Order Number

2. Having other payment discrepancies.

Resolution and correction will require the contractor to contact the Contracting Officer and/or the Designated Program Official.

ADMINISTRATION

The Contracting Officer shown below shall be notified in writing of any change which will have impact on this purchase order.

Marshall G. Ritchey

Contracting Officer

USDA Rural Development

1095 National Mine RD, Suite 200

Madisonville, KY 42431 Section 3.

Period of Performance

The period of performance for this contract is anticipated as follows:

Date of award base year and four option periods for total of 60 months.

Section 4.

Place of Performance

a. Place of performance Foreclosure cases: Kentucky State Office with Single family housing (See attachment with list). See attached list of counties for the Eastern District, Attachment 3.

b. Place of Performance Title Search/Deed preparation: Statewide.

Section 5.

Deliverables:

The following delivery schedule sets forth the timeframes for each Task listed in the SOW. While specific timeframes are not established for each deliverable associated with the Tasks, Rural Development expects that the deliverables be completed in the most logical order to facilitate the most efficient implementation of this program.

1. Kick off meeting: Hold a kick off meeting with the COTR and other RD CIO staff. Key topics will be:

2 weeks from contract award

2. Foreclosure will be coordinated through the Central Service Center and the Kentucky State Office Single Family Housing Program. Within 15 days of purchase order contractor should commence legal action to bring security property to public sale. Contractor should submit a monthly status report of pending cases.

2 weeks from the date of contract award.

3. Contractor should invoice once certain tasks are completed.

30 days from start of work

4. The contractor shall complete all bankruptcy documents along with the necessary information being provided by the Designated Program Official. A Phase II bankruptcy action is deemed to be complete when the motion to vacate stay is granted or denied or when the case is closed or dismissed by the bankruptcy court.

5. The contractor shall, within 60 calendar days, provide OGC attorney and the Designated Program Official with a copy of the filed Motion to Vacate Stay, the court order granting or denying the Motion, the notice of dismissal or closing.

60 calendar days

Section 6.

ODC/Travel Funds

The Contractor may be required to travel under this contract. Travel expenses shall be kept to a minimum and shall be performed only as agreed to by the COR. Lodging and per diem will be reimbursed in accordance with Federal Travel Regulations (FTR). Public transportation will be reimbursed based upon a negotiated rate based upon market values. Mileage will be reimbursed in accordance with the Federal designated mileage rate. Local travel (within a 50 mile radius of Contractor's office) will not be reimbursed. A Travel Expense Voucher (See Attachment) is required for each traveler, for each trip. For this contract Travel will not exceed amount stated under Schedule of Prices.

Section 7.

Materials Provided by Government

List of Foreclosure for each district.

Section 8.

Required Expertise

The Contractor shall provide the skilled personnel necessary to successfully meet the government’s requirements. The government reserves the right to accept or reject personnel based on individual resumes and contract requirements. Further, the government reserves the right to review the resumes of any proposed individual for work under this contract. Should the continued assignment to this contract of any person in the Contractor's organization be deemed by the government to conflict with the interest of the government, the Contractor shall be required to remove that person from the assignment and replace him/her with an individual of comparable or better qualifications, approved by the COR.

Contractor Personnel Qualifications:

Contractor should be duly licensed to practice law and must be currently in good standing with the State Bar Association in the State of Kentucky. Contractor must be able to represent Rural Development in Kentucky US Bankruptcy court(s). Contractor must have access to Public Access to Court Electronic Records (PACER).

Section 9.

Contract Administration

CONTRACTING OFFICER’S, AND CONTRACTING OFFICER REPRESENTATIVE

The Contracting Officer’s Representatives (COR) for this contract will be:

Elizabeth Yancey

Michele Baldwin U.S. Department of Agriculture

U.S. Department of Agriculture 771 Corporate Drive, Suite 200

771 Corporate Drive, Suite 200

Lexington, KY 40503-5477

Lexington, KY 40503-5477

Phone: 859.224.7322

Phone: 859.224.7305 elizabeth.yancey@ky.usda.gov michele.baldwin@ky.usda.gov

General Contracting Inbox:

SM.RD.KYLE2.CONTRREQ@ky.usda.gov Administrative Point of Contact:

Blaine Barnes Single Family Housing Program Director

USDA Rural Development

771 Corporate Drive, Suite 200

Lexington, KY 40503

859-224-7353 blaine.barnes@ky.usda.gov

Contracting officer for this contract will be:

Marshall G. Ritchey Contract Program Manager USDA Rural Development

1095 National Mine Road Madisonville, KY 42431.

(270)821-4430 EXT 213

marshall.ritchey@ky.usda.gov In no event shall any understanding, agreement, modification, change order or other matter deviating from the terms of the contract be effective or binding upon the government unless formalized by proper contractual documentations executed by the Contracting Officer.

The COR will monitor all technical aspects and assist in administering the contract. After contract award, the COR designation letter will be provided to the contractor that clarify the responsibilities.