ATTACHMENT 2 - BPA Agreement_IL.pdf

ATTACHMENT 2

BLANKET PURCHASE AGREEMENT (BPA)

Terms and Conditions (IAW FAR 13.303-3)

Foreclosure Legal Services and Related Technical Support for the State of Illinois

This agreement is entered into by the United States of America (the “Government”) represented by the United State Department of Agriculture (USDA), Rural Development (RD), the Contracting Officer, and BPA Holders.

The purpose of this agreement is 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) debts to the United States of America, acting through the United States Department of Agriculture (USDA), Rural Development (RD). Properties are located in rural areas throughout the state Illinois Carolina.

The Contractor agrees to furnish services in accordance with the attached Performance Work Statement (PWS) Foreclosure Legal Services and Related Technical Support for the State of Illinois, Section C and terms and conditions. This agreement shall be in effect from date of issuance by the Contracting Officer for three consecutive years; or cancellation by either party upon 30 days’ prior written notice. In the event of cancellation, performance of outstanding orders under the terms and conditions herein shall continue until completed in accordance with order deadlines, unless the work is cancelled by the Contracting Officer. This agreement may be renewed upon its expiration by mutual agreement between the parties. Call Orders will be issued under this BPA when assigning work to the Contractor. The Contractor shall provide all legal and related services in accordance with the Performance Work Statement (PWS), including title search update, in connection with each assigned case to complete foreclosures by advertisement or by judicial proceeding, obtain and enforce any deficiency and/or other judgment(s) obtained as part of the judicial foreclosure process, if applicable; 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.

ACKNOWLEDGMENT. The supplier is hereby requested to acknowledge acceptance of this agreement, including its items, conditions, and clauses, by signing and returning a copy electronically to: dominique.morant@usda.gov.

Authorized Representative Signature____________________________ Title: ____________________

Print Name: _________________________ Print Company Name: __________________________

X Contracting Officer USDA/Rural Development mailto:Nikia.Muller@wdc.usda.gov

DESCRIPTION OF AGREEMENT

Pursuant to Federal Acquisition Regulation (FAR) 13.303, Blanket Purchase Agreements, the Contractor agrees to the following terms of a BPA EXCLUSIVELY WITH UNITED STATES DEPARTMENT OF AGRICULTURE (USDA), RURAL DEVELOPMENT (RD). The contractor shall provide Foreclosure Legal Services and Related Technical Support for the State of Illinois in accordance with the specifications outlined in the Performance Work Statement (PWS) when requested by the Contracting Officer or the authorized representative of the Contracting Officer. This is a non-personal services Blanket Purchase Agreement (BPA) providing for the placement of blanket purchase agreement Calls (BPA Calls) for foreclosure Legal Services and Related Technical Support as described below:

• Description of Services/Introduction: This is a non-personal services agreement to provide Foreclosure Legal Services and Related Technical Support for the State of North Carolina. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

o The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items required to perform Foreclosure Legal Services and Related Technical Support as defined in the Performance Work Statement (PWS), for the USDA, RD portfolio of properties located in the state of Illinois. The contractor shall perform to the standards in this blanket purchase agreement and individual BPA Calls. Work efforts and subsequent documentation shall be in accordance with the requirements contained in the BPA and PWS of each BPA Call.

o The Contractor shall obey all laws, rules and regulations of the United States and applicable State and local governments having jurisdiction over the activities conducted under this BPA. The contractor shall be responsible for determining which laws, rules and regulations apply to a particular task. The Contractor shall be responsible for obtaining and maintaining any registration or certification as required by the various Federal, State, and Local regulatory agencies, along with any other registrations, certifications, licenses, permits, warrants, permissions or other credentials required to perform under the BPA.

o To ensure optimal competition, annual review of the BPA will be completed in accordance with FAR Subpart 13.303. Review of changes in market conditions, sources of supply, and other pertinent factors may warrant making new arrangements with different suppliers or modifying existing arrangements. The annual review may offer an “on-ramp” opportunity for new qualifying firms in which the government will synopsize each of the requirements on the FedBizOpps (www.fbo.gov), which will ensure contractors have notice and sufficient lead time to propose.

The following conditions shall apply to this agreement:

1. EFFECTIVE PERIOD OF AGREEMENT: The effective date for this Blanket Purchase Agreement (BPA) is the date of establishment and will continue for a term of three (3) consecutive years, with the option to extend services for six (6) months, at the sole discretion of the USDA, Rural Development. Total aggregate dollar amount of call orders over the three-year period of performance not to exceed $7,000,000. Awarded rates shall be effective through the performance period of the Blanket Purchase Agreement. The vendor shall furnish the services only as requested by Rural Development Authorized Ordering Officials during the period specified.

The BPA may be terminated under any of the following circumstances:

• When funds are no longer available or expiration of the BPA, whichever comes first;

• Cancellation by either party upon 30 days’ prior written notice;

In the event of termination, delivery or performance of outstanding orders may continue for a period of 60 days, or until their completion, at the discretion of the Government, after which time any remaining cases may be reclaimed.

• When the Contractor fails to abide by the terms and conditions of the BPA, including, but not limited to:

- Accepts order but routinely fails to deliver on time.

- Fails to offer USDA, Rural Development most favored customer pricing;

- When the Contractor consistently provides poor service.

- If the Contractor files fraudulent claims.

- If the Contractor demonstrates improper business practices or personal conflicts of interest.

- If the Contractor offers kickbacks or favors to Government employees in exchange for business.

2. 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 not obligated to place any orders under this BPA, nor is the vendor obligated to accept them. However, if the vendor does accept any order, the terms and conditions of this BPA apply. The Government is obligated only for the order of services referenced above and placed by an authorized individual unless the services are cancelled. The Contractor is cautioned not to accept Call Orders from personnel other than those specifically identified as authorized individuals acting within the scope of their authority.

3. DESIRED AND REQUIRED TIME OF DELIVERY: The assigned foreclosure cases shall be complete, and the completed order delivered within the timeframe required in the Case Assignment Task Letter. If the Contractor is unable to meet the desired delivery schedule, it must provide an alternate schedule for consideration. The contractor is responsible for complying with all federal, state and local environmental regulations and requirements, best management practices, standard operating procedures and the American Bar Association Model Rules of Professional Conduct. The Government assumes no responsibility for the contractor’s failure to perform in accordance with applicable federal, state and local laws, regulations, including any resulting fines or penalties associated with such a failure. The Contractor agrees that he/she will be responsive to the delivery dates and specification requirements as set forth in each Call Order and Case Assignment Task Letter. Failure to comply with this provision may result in termination of the agreement.

4. AUTHORIZED ORDERING OFFICIALS AND MAXIMUM ORDER LIMITS: Rural Development is obligated under this BPA only to the extent of Call Orders/Case Assignment Task Orders placed by authorized individuals as shown below, or other such persons as the Contracting Officer names, in writing, to the Contractor as authorized to make individual Call Orders:

USDA, Rural Development personnel authorized to place orders under this agreement are listed above. They will be referred to as Authorized Ordering Officials. Any individual duly acting in the capacity of the position by a designation as “Acting” or any individual appointed to the position will be authorized to order.

Any order exceeding the Authorized Ordering Official’s delegated authority, or not approved by the Contracting Officer is outside the scope of the agreement. Orders in excess of this amount shall not be honored or accepted by the Contractor. Failure to comply with this provision may result in termination of the BPA.

5. DELIVERABLES AND INVOICES: 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. Invoices shall be submitted MONTHLY IN ARREARS, no later than the 15th day of the month for all services performed within the previous billing period (and accepted by USDA, RD), and for which payment has not been made. All payments by the Government under this agreement shall be made by Electronic Funds Transfer (EFT) using the EFT information contained in the Systems of Award Management (SAM) database per FAR 52.232-33.

5.1 Invoices Submission. ALL invoices for completed actions shall be itemized; fully documented by receipts evidencing payment by contractor; submitted in the prescribed excel format (see attached Exhibit A) and shall include the certification statement below:

I certify to the best of my knowledge and belief that—

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

NAME TITLE SINGLE ORDER

THRESHOLD

Dominique Morant Contracting Officer $7,000,000.00 TBD at Call level Contracting Officer Representative $2,500.00 TBD at Call Level Authorized Ordering Official $2,500.00

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

Invoices for reimbursable items shall itemize services for all services completed, delivered and being claimed for repayment. Invoices/receipts for reimbursable items or associated services shall be attached. Invoices must contain a Certification of Clear Title (when applicable). For third-party purchasers the invoice must contain a statement of clear title.

5.2 Reimbursable items include tax certificates (if required), title reports, filing fees;

recording fees; separate fee for title search/update for the case of a deceased borrower; court costs; advertising expenses; fees for document service where required by law; sheriff’s, marshal’s, constable’s, or other similar official’s fees; any prior liens, including real estate taxes and assessments, which must be paid under State law prior to the foreclosure sale date; 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 contract. Reimbursable items DO NOT include the following which are included in the firm’s basic fee (PHASE II): attorney fees; mortgage certificates; suit fees; travel; telephone, copying, or mailing expenses; or personnel, equipment or office space costs. For any specific reimbursable cost exceeding $500 or for cumulative costs exceeding $3,500 for any one case, the contractor must obtain prior written approval from the Contracting Officer (CO) before incurring the cost(s). For proration of attorney flat fee for incomplete cases in which failure to complete is not the fault of the firm or when Rural Development reclaims a case the fee shall be prorated as follows:

The Contractor shall e-mail invoices in Excel format (see attached Exhibit A) to: To be determined on BPA Call.

The COR or Designee will log in invoice and determine if the billed services have been satisfactorily performed and if reimbursable expenses billed are correct. If it is determined that the amount billed is incorrect, the CO will contact the Contractor, and request the Contractor to submit a revised invoice.

ORDINARY PROCESS

First Legal (Complaint Filing) 33% of Billing

Judgement Entered 33% of Billing

Deed Recorded 33% of Billing

6. PROGRAM OFFICE CONTACTS

Theresa Jordison Project Management Analysts Contracting Officers Representative (COR) Theresa.Jordison@usda.gov Phone: 314-457-5388

Jennifer L. Williams | Section Head Bankruptcy/Foreclosure Sections Jennifer.williams2@usda.gov Phone:

317-457-5771

7. OTHER SPECIAL TERMS & CONDITIONS

Clauses Incorporated by Reference

FAR 52.232-32 Performance Based Payments (APR 2012)

Quality Control (QC): The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with the attached PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the contract. After acceptance of the quality control plan the contractor shall receive the Contracting Officer’s acceptance in writing of any proposed change to his QC system.

Quality Assurance: The Government will evaluate the 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 the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

8. CONDUCT:

8.1 During the course of this Blanket Purchase Agreement, the BPA holder will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The BPA holder will not engage in other employment which is incompatible with the duties of this Blanket Purchase Agreement.

The BPA holder will not, directly or indirectly, engage in financial transactions of any kind of business dealing relying on information obtained through the performance of this Blanket Purchase Agreement. The BPA holder will not have a direct or indirect financial or other interest that conflicts, or appears to conflict, with its responsibilities and duties under this Blanket Purchase Agreement.

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

mailto:Theresa.Jordison@stl.usda.gov mailto:Jennifer.williams2@stl.usda.gov

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

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

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

8.6 RESTRICTIONS AGAINST DISCLOSURE:

i. The BPA holder agrees, in the performance of this Blanket Purchase Agreement, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The BPA holder also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the BPA holder’s possession, to those employees needing such information to perform the work provided herein, i.e., on a “need to know” basis. The BPA holder agrees to immediately notify in writing, the Contracting Officer, named herein, in the event that the BPA holder determines or has reason to suspect a breach of this requirement.

ii. The BPA holder agrees not to disclose any information concerning the work under this Blanket Purchase Agreement to any persons or individuals unless prior written approval is obtained from the Contracting Officer. The BPA holder agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

9. INHERENTLY GOVERNMENTAL

Inherently Governmental Functions. Pursuant to FAR 7.5, the Contractor shall not perform any inherently Governmental actions under any Call Orders issued under this BPA. No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative.

No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with any Call Orders under this BPA, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government Contractors in connection with any Call Order under this Agreement, the Contractor employee shall state that they have no authority to in any way change the Call Order and if the other Contractor believes this communication to be a direction to change their Call Order, they should notify the CO for that contract and not carry out the direction until a clarification has been issued by the CO.

9.1 Non-Personal Services. Pursuant to FAR 37.1, no personal services shall be performed under any Call Orders issued under this BPA. All work requirements shall flow only from the CO’s Representative to the Contractor's Project Manager. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government communication has been given or action taken that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the CO of this communication or action.