Attorney_2017-2019_Rev2.docx

2017 USDA RD Michigan Attorney Services

FY17-FY19 USDA RD MICHIGAN Attorney Services Table of Contents

1. SECTION 1 - BLANKET PURCHASE AGREEMENT

DESCRIPTION OF AGREEMENT

Contractor agrees to furnish attorney services for properties in the state of Michigan as assigned in accordance with the attached Performance Work Statement, and contract terms and conditions. This agreement shall be in effect until September 30, 2017, unless cancelled prior by written notice from either party. In the event of cancellation, performance of outstanding orders/contracts under the terms and conditions herein shall continue until completed in accordance with order deadlines, unless the work is cancelled by the Contracting Officer.

This BPA is considered complete when the total orders hereunder equal the BPA ceiling, or when its stated time period expires, whichever occurs first. The agreement may be renewed upon or prior to its expiration by mutual written agreement between the parties. Purchase orders will be issued under this BPA when assigning work to Contractor. Total aggregate orders for all fiscal year periods shall not exceed $150,000.00.

EXTENT OF OBLIGATION

Rural Development has the right to obtain competition, either among BPA holders or on the open market for any order. Rural Development is obligated under this BPA only to the extent of task orders placed by authorized individuals. Rural Development is not obligated to place any orders under this BPA, nor is Contractor obligated to accept them. However, if Contractor does accept any order the terms and conditions of this BPA apply.

PURCHASE LIMITATION/INDIVIDUALS AUTHORIZED TO PURCHASE

Designated MFH Specialist, Michigan RD State Office (may be referred to as COR)

Designated CSC Processor, St. Louis MO Office (may be referred to as COR)

Any order exceeding the Ordering Official’s delegated authority, or not authorized by an Ordering Official will be at Contractor’s risk. Direction for any task accepted by Contractor is the responsibility of the Contracting Officer, or designated (in writing) Contracting Officer’s Representative (COR). The total amount of orders under the established agreement shall not exceed $150,000.00.

DELIVERY TICKETS/DELIVERABLES

Delivery tickets will not be used. Orders will be issued via purchase order/contract award documents. Forward deliverables and invoices to the ordering official via email (preferred) or FedEx.

PRICES/COSTS

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. Orders created under this agreement are Fixed-Price contracts. A firm-fixed-price contract provides for a price that is not subject to any adjustment on the basis of the contractor’s cost experience in performing the contract. Line items are Firm Fixed Price except for the allowance of price adjustment of Associated Services based on actual published costs, subject to a per-order cost ceiling.

Schedule of Supplies/Services Note: EA = Each; AR = As Required; NTE = Not To Exceed

(not hrly rate) Estimated Amount

AR

Attorney Fees/Base Services Fees for Single Family Housing non-judicial foreclosure, eviction/possession, deed in lieu, and relief from stay shall not exceed those established by the U.S. Department of Housing and Urban Development (HUD). Upon successful completion of performance, Contractor shall be paid the amount specified for Attorney Fees/Base Services in Section 6.1, Schedule of Supplies/Services, for the type of action performed. The amount is the total reimbursable amount, instead of an hourly rate. Though actual costs for these legal services may potentially exceed fee amounts in the schedule, RD will only reimburse Contractor up to the amounts on the schedule.

The maximum fee includes attorney fees, suit fees, travel, general mailing expenses, telecommunications, personnel costs, equipment, and office space costs. Also include costs to post notice, advertise and file required affidavits. The maximum fee will be modified to reflect changes made to the rates by HUD following notification from Contractor that the HUD fee has increased. The increased fee will be applied to future orders and will not be retroactive.

When the Government reclaims a case pursuant to Section 2.14 of the attached Performance Work Statement, Contractor shall provide the Government a detailed invoice showing the amount actually expended. This amount shall not exceed the fee stated in the Schedule, or the latest award modification.

Associated Services The Government will reimburse Contractor for actual expenses incurred for associated services which are necessary to effect the legal actions under this contract. These expenses will vary on a case by case basis. These services will be included in each order as required. The maximum not-to-exceed amount for the associated services included in Section 6.1, Schedule of Supplies and Services, may be modified as described below. The amount for associated services for Non-Judicial Foreclosures is specified in 6.1. The amount for other than Non-judicial Foreclosures will be negotiated at the time an order issued and will not be greater than the Not-to-Exceed amount.

Associated Services include Trustee Sale Guarantees, filing fees; recording fees; court costs; eviction costs (dumpster, bailiff, etc. ); advertising/publication expenses; certified mail costs; fees for document services where required by law; sheriff’s, marshal’s, constable’s or similar official’s fees; any prior liens, including real estate taxes and assessments, which must be paid under Michigan State law prior to the foreclosure sale date; and other customary costs requisite to foreclosure, bankruptcy, eviction and deed in lieu actions under this contract.

Associated services do not include the following which are in the price for base services: attorney fees, suit fees, travel, telecommunications, general mailing expenses, personnel costs, equipment, or office space costs.

Contractor must not exceed the prices specified in each order for Associated Services. Contractor must notify the Contracting Officer if, at any time during performance, the Not-to-Exceed amount requires adjustment due to an increase in the Associated Services. Contractor shall furnish this notice within 5 calendar days after the increase or within any additional period that the Contracting Officer may approve in writing. The associated services may be adjusted for the following reasons: include services unique to a single borrower case; include services not known at the time of order issuance; or to make adjustments due to increases or decreases in the fees beyond Contractor’s control. This may include, but is not limited to, costs to postpone a sale due to bankruptcy such as filing a proof of claim, postponement of the sale, etc. Contractor must provide receipts validating the costs of services received and the amount of requested adjustment.

Promptly after the Contracting Officer receives the notice and data under 6.34 of this clause, the Contracting Officer and Contractor shall negotiate an adjustment in the price for Associated Services and its effective date. The Contracting Officer will modify this contract and/order as appropriate to include the price adjustment and its effective date. Contractor shall continue performance pending agreement on, or determination of, any adjustment and its effective date unless the cost of performance exceeds the not to exceed amount for the Associated Services Line Item. The Government is not obligated to reimburse Contractor costs incurred in excess of the not to exceed amount specified in the schedule and Contractor is not obligated to continue to incur these costs until the Contracting Officer modifies the contract and increases the estimated costs under these Line Items.

Any price adjustment shall be limited to the actual amount paid for the services necessary to complete the contract requirements. It will not include other direct costs, indirect costs or profit.

Expenditures for such associated services are payable upon final completion of the legal action; or if the foreclosure action is not completed through no fault of Contractor, upon return of the incomplete case file to the Contracting Officer’s Representative. All invoices for completed associated services must be fully documented by including receipts evidencing payment by Contractor and must identify the borrower with which the expenditure is connected.

The Contracting Officer may examine Contractor’s books, records, and other supporting data relevant to the cost of labor (including fringe benefits) and material during all reasonable times until the end of 3 years after the date of final payment under this contract or the time periods specified in Subpart 4.7 of the Federal Acquisition Regulation (FAR), whichever is earlier.

INSPECTION AND ACCEPTNCE

Services and deliverables will be subject to review for compliance with the SOW and BPA within 7 days of receipt of the sale report and/or proceeds. See the Contract Clauses Section for details.

INVOICES AND PAYMENT

An itemized invoice shall be submitted at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. These invoices need not be supported by copies of delivery tickets.

TIME FRAME FOR COMPLETION

1.1. Orders placed with Contractor will specify the time frame for completion. The expected performance periods are below. In the event the Borrower files bankruptcy Contractor must notify the Contracting Officer and the Contracting Officer’s Representative within five business days. The timeframe for completion of the foreclosure will be modified as appropriate.

DELIVERABLES

Acknowledgement of Assigned Cases. Within 5 working days after physical acceptance of a borrower case file, Contractor shall acknowledge receipt by written memorandum to the COR. A single memorandum may acknowledge receipt of multiple cases. Memoranda may be delivered via e-mail (preferred), fax, or mail.

Communication. Contractor shall document all communication with the borrower in writing and provide a copy to the Contracting Officer’s Representative.

Status Report. Contractor shall provide a quarterly case status report by the tenth calendar day after completion of the quarter. Reports must include: Order number, Name of borrower, loan number, property address, date of order, date of Trustee’s Sale Guarantee, date Notice of Sale was recorded, date of sale, time of sale, address of sale, and outcome of sale. Include orders for Eviction/Possession, Bankruptcy, motions for Relief of Stay and Deed in Lieu.

Documents. Deliver case documentation to the COR/Ordering Official. Deliver status reports to the CO.

SECTION 2 - PERFORMANCE WORK STATEMENT (PWS)

BACKGROUND

Section 502 loans are generally secured by first mortgages on modest dwellings located on nonfarm tracts of one acre or less. In some instances USDA also holds subsequent mortgages on the security, usually without intervening liens. Loans are originated and closed in Field Offices. Once loans are closed, property accounts are managed by the Centralized Servicing Center (CSC) in St. Louis MO. The Michigan RD State Office Contract Program Manager administers this agreement and subsequent contracts, and acts as the payment processor. Payments are disbursed by the U.S. Treasury. Single Family Housing properties are managed under 7 CFR Part 3550 and Multifamily projects under 7 CFR Part 3560.

42 U.S.C.A. §1480(d) (1)(C) provides the Secretary of Agriculture, in the prosecution of defense of any litigation under Section 502, with the discretion to use the services of U.S. Attorneys, the USDA Office of the General Counsel, 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 USDA. Contracting authority for this agreement is also at 41 USC Sec. 252.

BASIC REQUIREMENTS

The objective is to execute a blanket purchase agreement with several private attorneys or law firms (hereafter called “Contractors”) to provide legal services in connection with foreclosures with or without deficiency judgments and/or actions to recover possession related to Section 502 (Single Family Housing) and Section 515 (Multifamily Housing) debts to the United States of America. Contractor will act as the agent of the United States Department of Agriculture (USDA), Rural Development (RD). Properties are located in rural areas throughout Michigan. Michigan is a non-judicial (foreclosure by advertisement) state.

Contractor shall provide all legal and related services, including title search update, advertisement and posting as requested. Actions may include obtain and enforce any deficiency and/or other judgment(s) obtained as part of the judicial foreclosure process; sue for obtain, and enforce evictions to obtain possession of the property and/or preserve the value of the property; and/or recover possession of Government owned property; and act for USDA in bankruptcy proceedings as directed by the Contracting Officer (CO) or the Office of General Counsel (OGC).

Contractor shall provide all facilities, materials, supplies, tools, equipment, personnel, travel arrangements and miscellaneous costs necessary to accomplish the performance of the contract requirements.

Place of Performance. Contractor must provide services throughout the State of Michigan, exclusive of tribal trust land. All actions must be filed in the county where the security property is located.

Contractor Personnel Qualifications. Any trustee or attorney performing trustee and legal services under this contract, whether an individual contractor or a member of a contractor's firm, shall be duly licensed to practice law in the State of Michigan. Contractor must not employ any person who is an employee of the U.S. Government if employing that person would create a conflict of interest.

Quality Control. Contractor is responsible for quality control to ensure services are performed in accordance with this PWS. Contractor shall implement procedures to identify, prevent, and ensure non-recurrence of defective services. Contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the contract.

Quality Assurance. The government shall evaluate Contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and minimum acceptable quality levels.

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 Contractor shall institute safeguards required by that Act. 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.

Contracting Officer Representative (COR). The COR will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with Contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, monitor Contractor's performance and notify both the Contracting Officer and Contractor of any deficiencies. Contractor will receive a copy of the Letter of Designation issued to the COR. The COR is not authorized to change any of the contract or order prices, delivery dates or terms and conditions.

Post Award Conference/Periodic Progress Meetings Contractor agrees to participate in any post award conference. The contracting officer, COR and other Government personnel, as appropriate, may meet periodically with Contractor to review Contractor's performance, or discuss interpretation of requirements. At these meetings the contracting officer will apprise Contractor of how the government views Contractor's performance and Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meeting will be conducted by phone or at Contractor’s location and shall be at no additional cost to the government.

Conflict of Interest Contractor shall be bound by Section 1.7 of the American Bar Association Model Rules of Professional Responsibility dealing with conflicts of interest. Contractor shall not, personally or through a third party, buy an Agency financed or acquired property covered under this contract. It is the responsibility of Contractor to determine if representing RD in any case assigned could or would be a conflict of interest or have the appearance of a conflict of interest. Contractor shall notify the Contracting Officer in writing and return the borrower file to the COR prior to initiation of any affected action.

Proceeds from Actions Contractor shall request that payment of any amounts due RD through the foreclosure action under this contract shall be drawn payable to “USDA Rural Development” and sent to Contractor for delivery to RD. If such payments are drawn payable to Contractor, Contractor shall endorse the item to “USDA Rural Development” before remitting them to the COR within seven calendar days after receipt. Contractor shall make no deduction from such payments for costs which may be due Contractor under this contract. Delays in remitting payments to RD will be considered a breach of the contract and may result in termination of the contract.

Records of Contractor’s Activity Contractor shall maintain records of all activities under this contract in a manner which describes the efforts of Contractor accurately to effect the action for which the case was assigned. Contractor shall make such records available for inspection by RD, its counsel, or other Government auditing agency, upon request.

Return of Cases to the Agency and Effect on Fee RD reserves the right to reclaim a case for any reason. “Return to the Agency” means mailing or delivering the case file along with all supporting documents filed by Contractor, and pertinent records of Contractor’s activities to the COR. When a case is returned to RD upon written request of the COR pursuant to this subsection, 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 not completed except as provided in Section 6.2 (proration of fee) of the terms and conditions. Contractor shall have no claim against the Government for any action taken by RD, its counsel, or the U.S. Attorney subsequent to return of the case, even though the action eliminates the fee to which Contractor might have been entitled had the case not been reclaimed. The return of the case shall not waive Contractor’s liability under the provisions of this contract or impair the Government’s right to terminate the contract for convenience or default.

DUTIES AND OBLIGATIONS OF CONTRACTORS

FORECLOSURE

Within 15 calendar days after assignment of a case through the issuance of an order for non-judicial foreclosure, Contractor shall commence a non-judicial action to foreclose and bring the security property to public sale in the minimum time permitted by State law. All foreclosure sales will be subject to any outstanding prior liens including, but not limited to, real estate taxes and assessments; and all foreclosure actions shall contain an order for possession of the property by the purchaser. Execution of the portion of the order to evict occupants shall be undertaken only when specifically directed by the Contracting Officer as a part of the order.

As soon as the foreclosure date and time are set, Contractor will notify the COR. In addition, as soon as the sale ad is completed it is to be faxed to the COR. The COR will provide Contractor specific bidding instructions which establish the maximum bid Contractor can enter on behalf of RD. Contractor shall enter the bid on behalf of RD. In the event Contractor is bidding at a senior lien holder’s trustee sale, RD will provide bidding instruction and funds to support RD’s bid. The results of the foreclosure sale must be reported in writing to the COR and CO within 24 hours.

A foreclosure is deemed to be completed under this contract and payment will be made (1)If property becomes Real Estate Owned by RD, when the Trustee’s Deed has been recorded transferring legal title to RD, and a final report on the foreclosure and certification of clear title is provided to RD by the contract; or (2) If the purchaser was another party other than RD, when funds due RD have been received by RD and the report on the sale, including the name and address of the purchaser is provided to RD by Contractor.

In all foreclosure actions, Contractor shall provide RD with certification and supporting documentation, within 30 calendar days after the foreclosure sale is held, that the foreclosure was completed in accordance with Michigan state law. If any title defect is later discovered for property acquired by RD which resulted from any error or omission on the part of Contractor, Contractor shall correct the defect without additional cost to RD.

The contactor shall perform all services required to obtain security property title. A typical transaction is itemized below. Transactions may require more or less steps to complete a non-judicial foreclosure action in accordance with Federal, State, and local laws, regulations, instructions, policy, practices, and procedures.

Order and review a Trustee’s Sale Guarantee title report to assure RD’s lien position and that of senior and junior lienholders. Send a copy to the COR.

Prepare all documentation necessary and required by State law to record, publish, post, mail and serve. Record, publish, post, mail and serve all documents required under State law.

Provide RD a copy of the Notice of Sale. Contractor is only authorized to postpone a sale if they are notified of a bankruptcy filing by the borrower or if approved by RD in writing.

Communicate with debtors, senior lien holders and junior lienholders alternative resolution proposals. Contractor is not authorized to obligate RD to any alternative resolution proposals. Communicate all proposals to RD within 72 hours of receipt. RD will provide the contactor with written instructions and authorization to either reject said offers or consummate said offers. An example would be a short sale request.

Request the bidding instructions from RD. Contractor is not authorized to bid on behalf of RD without written bidding instructions from RD. Bidding instructions provided by RD will include any funds required to carry out said instructions.

Attend the Trustee’s Sales and enter the bid on behalf of RD.

Ensure RD pays no transfer taxes on purchased properties.

Report to RD within 48 hours of the sale who the successful bidder was and the successful bid. This can be done via the telephone or e-mail.

Contractor must then provide RD with a written report summarizing the Trustee’s Sale outcome and the original recorded Trustee’s Deed. Any proceeds due RD shall be returned to RD within 5 working days of receipt by Contractor.

DEED IN LIEU OF FORECLOSURE

Contractor shall negotiate a deed in lieu of foreclosure after the borrower posts case assignment. Final approval must be obtained from RD. Contractor must obtain the following items from the borrower: (1) a Warranty Deed; (2) Form RD 1955-1, Offer to Convey Security; (3) Form RD 1944-3, Budget and/or Financial Statement; (4) Form RD MT 465-5 Estoppel Affidavit and (5) copies of any leases or other documents affecting the title to the property. The borrower must be informed that the deed will not be recorded unless the conveyance is accepted. Contractor must coordinate with the borrower to vacate the premise, remove all personal property and leave the home in a clean, habitable condition.

Generally, borrowers will be required to satisfy liens and real estate taxes or assessments before conveyance is accepted. However, if the borrower is unwilling to do so, Contractor shall notify the Contracting Officer’s Representative or Ordering Official. RD may elect to satisfy or settle these debts if it is in the best interest of the Government. Contractor shall provide the applicable notifications.

BANKRUPTCY AFTER ASSIGNMENT

Contractor may be involved with bankruptcy only when the borrower files a petition after acceleration of the account. Contractor must immediately advise / when he/she becomes aware of a bankruptcy on assigned cases and forward bankruptcy filing notifications upon receipt. If RD receives notices relative to cases assigned to Contractor, RD will immediately notify Contractor. If these notifications are made by telephone, Contractor must follow up in writing. Most cases are referred to OGC for action.

The COR/Ordering Official will advise Contractor whether to proceed. The in-progress foreclosure should be invoiced to date, and status reported at end of the month. The COR will advise Contractor whether RD wishes to object to a proposed bankruptcy plan, or petition for lifting the automatic stay in order to continue liquidation.

Contractor must prepare and file all required documents within the time frame necessary to protect RD’s security interest or take other action as required. Contractor is authorized to represent RD at hearings when necessary and to execute proofs of claim or other bankruptcy-related documents on behalf of RD as its Agent.

RD, through the COR, will provide Contractor with account balances and other information for completing documents. Contractor must file the motion for relief from stay and notify RD once a relief from stay has been granted. A bankruptcy action is deemed to be completed when the case is closed or dismissed by the bankruptcy court or the automatic stay is lifted.

When RD can pursue acquiring title to the property, the on-hold foreclosure may be considered to be a new order. Contractor shall confer with the Ordering Official, who shall confirm that an order award and funding is in place to continue.

Unusual Situations Contactor must report all situations that arise outside of the normal process to the Contracting Officer and Contracting Officer’s Representative within 3 calendar days after the situation comes to Contractors attention.

PERFORMANCE STANDARDS

Statutes, Regulations and Regulations All legal, enforcement and collection actions on the part of Contractor must be in compliance and consistent with all Federal, State and local statutes, regulations and ethical standards which apply to the liquidation of real estate collateral and collection of debt. These include but are not limited to:

· Michigan Compiled Laws Section 600.3201, et. seq.

· Privacy Act of 1974, as amended (5 U.S.C. 552a)

· The Fair Debt Collection Practices Act (15 U.S.C. 1692 st seq.)

· The Debt Collection Act of 1982, as amended (P.L. 97-365)

· The American Bar Association Model Rules of Professional Conduct

These statutes and standards, as well as other applicable Federal, State and local laws and regulations pertaining to the Government as a whole are incorporated by reference in this Performance Work Statement and are considered as a part of the contract and any subsequent orders. Violation of applicable law, regulation or ethical standards shall be cause for termination of the contract.

RD will provide, upon request, any regulation and discussion of the same necessary to execute the duties under this agreement. FMHA/RD Instructions/Regulations are available for review, on request, at the Rural Development Area Office nearest Contractor’s office and online at http://www.rurdev.usda.gov/RegulationsAndGuidance.html.

PERFORMANCE REQUIREMENTS SUMMARY (PRS)

The reference for performance-based contracting requirements is FAR Subpart 37.6. To ensure that PWS requirements and RD’s objectives are met, the COR and CO will conduct regular performance surveillance. The items identified in the table below are those that the government will evaluate to quantify Contractors’ performance level(s). The table includes information about the frequency of surveillance and any minimum satisfactory rating that Contractor must meet. If no rating is specified, the minimum requirement is 100% compliance or no unresolved discrepancies. The absence of any contract requirement from the PRS does not detract from its enforceability nor limit the rights or remedies of the Government under any other provision of the contract.

Performance Timeframes

Deliverable Timeframes Documents. Deliver case documentation to the COR/Ordering Official. Deliver status reports to the CO.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

The QASP specifies the roles, responsibilities and methods of parties responsible for performance and evaluation of performance requirements listed in the Performance Requirements Summary.

Roles and Responsibilities.

· Contracting Officer (CO): The CO shall appoint qualified people to inspect and accept services under the contract as Contracting Officer’s Representatives (CORs). The CO will resolve any disputes between Contractor and the COR.

· Contracting Officer’s Representative (COR): The COR is appointed by the CO and represents the CO during inspection and acceptance. The Area Office Contracting Officer’s Representative (COR) will be appointed to perform this function as specified in this agreement.

· Contractor is required to monitor its own employees and may report to RD regarding its quality assurance efforts.

RD Surveillance Activities. These may include scheduled property and management inspections, audits and reviews of reports and financial records, and interaction with Contractor and Contractor’s employees. RD employees shall not direct Contractor to perform activities not specified in the agreement. RD employees shall not direct Contractor’s employees.

Providing Feedback. Regular verbal communication is highly encouraged to avoid escalating issues. Written documentation of conversations with Contractor shall be maintained in contract files. Contract performance reporting may be conducted as required by Federal Acquisition Regulations.

Remedies. These include: Discussions with Contractor; Housing Program servicing letters and/or notices; Negotiated payment decrease, if included in agreement; Contract termination; Government reporting of civil or criminal violation; Claims and appeals.

SECTION 3—CONTRACT ADMINISTRATION

DESIGNATION OF CONTRACTING OFFICER (CO)/ADMINISTRATIVE CONTRACTING OFFICER (ACO)

The Contracting Officer designated for this requirement is:

Karen D. Cooper, Contract Specialist, Rural Development, USDA 3001 Coolidge Rd., Suite 200, East Lansing, MI 48823 Phone: (517) 324-5203 Email: KarenD.Cooper@mi.usda.gov

The CO is the only person authorized to approve changes to any of the requirements under this contract, and notwithstanding any provision contained elsewhere in this contract the said authority remains solely with the Contracting Officer. In the event Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in charges incurred as a result thereof.

DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

A Contracting Officer's Representative (COR) may be designated in writing for specific tasks. The CO will provide a copy of the designation letter if applicable. If a COR is not designated, the Ordering Official will be the principal contact for each order.

SPECIAL CONTRACT REQUIREMENTS

Service Contract Labor Standards Service contracts over $2,500 shall contain mandatory provisions regarding minimum wages and fringe benefits, safe and sanitary working conditions, notification to employees of the minimum allowable compensation, and equivalent Federal employee classifications and wage rates. Under 41 U.S.C. 6707(d), service contracts may not exceed 5 years.

Secretary of Labor has exempted from the Service Contract Labor Standards statute contracts and subcontracts in which the primary purpose is to provide Real estate services, including real property appraisal services, related to housing Federal agencies or disposing of real property owned by the Government, if all the conditions in below are met.

(A) The apparent successful offeror certifies that the conditions in paragraphs (d)(2)(ii) through (v) will be met; and

(B) For other than sole source awards, the contracting officer determines that the same certification is obtained from substantially all other offerors that are In the competitive range, if discussions are to be conducted (see FAR 15.306)(c).

The exemption applies only if Contractor(s) certify all the listed conditions apply. Otherwise the Contracting Officer must provide the prevailing wage rates. See Attachments.

Limits Of Interest Contractor, his/her employees, cooperating brokers or persons living in his, her or their immediate household are restricted from bidding or from subsequent purchase of any property sold or offered at the auctioneer's sale for a period of one year from the auction date.

Insurance Contractor must retain and upon request of the Contracting Officer provide evidence of adequate professional liability insurance coverage for errors and omissions for the firm and its attorneys; and fidelity coverage for each individual who will have access to proceeds from the foreclosure actions under this contract.

SECTION 5-SOLICITATION PROVISIONS AND CONTRACT CLAUSES

SOLICITATION PROVISIONS-REVIEW PRIOR TO SUBMITTING OFFER

AGAR 452.204-70 INQUIRIES (FEB 1988) Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer (email is preferred). Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

AGAR 452.219-70 SIZE STANDARD AND NAICS CODE INFORMATION (SEP 2001) Work under this agreement is set aside for small business, as defined by the Small Business Administration, (SBA). The North American Industrial Classification System (NAICS) Code for the products and/or services to be acquired and business size standard are:

FAR 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 the 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 http://farsite.hill.af.mil/

SOLICITATION PROVISION INCORPORTATED BY REFERENCE

FAR 52.212-1 INSTRUCTIONS TO OFFERORS -- COMMERCIAL ITEMS (OCT 2015)

FAR 52.212-2 EVALUATION -- COMMERCIAL ITEMS (OCT 2014)

The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers: Technical capability, past performance (FAR 15.304), and price. All evaluation factors other than price/cost, when combined, are approximately equal to price/cost.

FAR 52.212-3(b) OFFEROR REPRESENTATIONS AND CERTIFICATIONS -- COMMERCIAL ITEMS (APR 2016) The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) Web site accessed through http://www.acquisition.gov. THIS MUST BE COMPLETED ONLINE PRIOR TO EVALUATION.

(1) Annual Representations and Certifications. Any changes provided by the offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications posted on the SAM website.

(2) The offeror has completed the annual representations and certifications electronically via the SAM website accessed through https://www.acquisition.gov. After reviewing the SAM database information, the offeror verifies by submission of this offer that the representation and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications—Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs ____________. [Offeror to identify the applicable paragraphs at (c) through (r) of this provision that the offeror has completed for the purposes of this solicitation only, if any. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.]

CONTRACT CLAUSES-APPLY TO AGREEMENT AND ORDERS THEREUNDER

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998). This agreement 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 http://farsite.hill.af.mil/

GENERAL - THE FOLLOWING CLAUSES APPLY TO ALL PURCHASE ORDERS:

52.203-3 Gratuities (APR 1984)

52.219-6 Notice of Total Small Business Set Aside (JUL 1996))

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

52.242-17 Government Delay of Work (APR 1984)

52.245-4 Government-furnished Property (Short Form) (JUNE 2003)

ADDITIONAL CLAUSES THAT APPLY WHEN APPLICABLE:

52.232-18 Availability of Funds (APR 1984) (Applicable if involved in the text of the order for orders issued before new fiscal year funds become available.)

ADDITIONAL CLAUSES APPLICABLE TO CONTRACTS WITH INDIVIDUALS

52.223-6 Drug-Free Workplace (MAY 2001)

SERVICES - ADDITIONAL CLAUSES APPLICABLE TO PURCHASE OF SERVICES:

52.236-2 Differing Site Conditions (APR 1984)

52.236-3 Site Investigation and Conditions Affecting the Work (APR 1984)

52.236-7 Permits and Responsibilities (NOV 1991)

52.236-8 Other Contracts (APR 1984)

52.236-13 Accident Prevention (NOV 1991)

52.237-2 Protection of Government Buildings, Equipment and Vegetation (APR 1984)

52.242-14 Suspension of Work (APR 1984)

52.243-1 Changes - Fixed Price - Alternate I (APR 1984)

52.237-3 Continuity of Services (JAN 1991)

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS -- COMMERCIAL ITEMS (Jun 2016)

(a) 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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) 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 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

_x__ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_x__ (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 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 (Oct 2014) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (Oct 2015) of 52.219-9.

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

__x_ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting 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. 657f).

___ (22) 52.219-28, Post Award Small Business Program Re-representation (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 (Feb 2016) (E.O. 13126).

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

_x__ (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

_x__ (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).

_x__ (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). (E. O. 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.)

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