BPA_FCL_Title_Company.doc

Solicitation

CAFY17-STATE-1000

CONTRACT DOCUMENT No.

60-9182-17-C-17XX

UNITED STATES DEPARTMENT OF AGRICULTURE

RURAL DEVELOPMENT

CALIFORNIA STATE OFFICE

AGENCY 4169 TELEPHONE: (530) 792-5800

430 G STREET

DAVIS, CA 95616

BLANKET PURCHASE AGREEMENT – CAFY17-STATE

FOR

NON-JUDICIAL FORECLOSURE

LOCATED IN

THE STATE OF CALIFORNIA

FOR

USDA RURAL DEVELOPMENT CALIFORNIA STATE OFFICE

TABLE OF CONTENTS

· SECTION A

BACKGROUND ON NON-JUDICIAL

FORECLOSURE

· SECTION B

SUPPLIES OR SERVICES AND

PRICES/COSTS

· SECTION C

DESCRIPTION/SPECIFICATION/

WORKSTATEMENT

· SECTION D

INTENTIONALLY DELETED

· SECTION E

INSPECTION AND ACCEPTANCE

· SECTION F

PERIOD OF PERFORMANCE

· SECTION G

CONTRACT ADMINISTRATION DATA

· SECTION H

SPECIAL CONTRACT REQUIREMENTS

· SECTION I

CONTRACTUAL CLAUSES

· SECTION J

LIST OF ATTACHMENTS

SCHEDULE A - CONTRACTURAL TERMS AND

DEFINITIONS

· SECTION M

AWARD AND EVALUATIONS FACTORS

PART I - THE SCHEDULE

Notice to Quoters

This service is being solicited as a federal service requirement and subject to availability of funds. Please refer to the Service Contract Act and Federal Acquisition Regulations (FAR) Part 37 for further information you must submit as part of your quotation.

SECTION A – BACKGROUND ON NON-JUDICIAL FORECLOSURE

The use of non-judicial process of foreclosure is when a “power of sale” clause exists in a mortgage or deed of trust. The “power of sale” clause is the clause in a deed of trust or mortgage, in which the borrower pre-authorizes the sale of property to pay off the balance on a loan in the event of default.

USDA Rural Development or their representative (typically referred to as the trustee) has authorization to execute the “power of sale” clause when it exists in deed of trust or mortgage. This gives USDA Rural Development the power to sell the property.

Outlined below is the "Power of Sale” Foreclosure Guidelines:

If the deed of trust or mortgage contains a “power of sale” clause and specifies the time, place and terms of sale, USDA Rural Development or their representative follow the specified procedure.

USDA Rural Development or their representative may proceed with the foreclosure as long as there is compliance with the “Power of Sale” Foreclosure Guidelines:

A notice of sale, containing the borrower and lender(s) name, the original loan amount and current amount of default, the date of the mortgage, a description of the property and the time, place and date of the foreclosure sale, recording of the property in the principality where the borrower(s) reside.

The offeror awarded the contract must conduct the sale on the date specified in the notice of sale. At some point during the sale, the attorney must read the itemized statement filed by the lender of the amount due at the time of sale.

Sale of the property is to the highest bidder, who will receive a certificate of sale. Lenders may pursue a deficiency judgment, but it is limited to the amount of the fair market value of the property and the unpaid balance of the original loan. Borrower(s) have up to one (1) year to redeem the property by paying the past due amount on the loan.

Qualifications and Submittal Under a fixed-price contract, the offeror agrees to deliver the service required at a price not in excess of the agreed-to maximum. All offerors must possess experience (minimum of five to seven years) in residential legal services for foreclosure with or without deficiency judgment, bankruptcy, and/or recover possession related to single family housing debts. Each offeror must also, provide evidence such as a certificate of license supporting their ability to practice legal services in the State of California. Offeror must attach a copy of their qualifications or resume with their submittal.

All submittals must be received in our California State Office, by email to dori.turner@ca.usda.gov by close of business (COB), Thursday, March 17, 2017.

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SERVICES REQUIRED:

Pursuant to Contract Number 60-9182-17-C17xx and Federal Acquisition Regulation (FAR) 8.405-3, Blanket Purchase Agreements (BPAs), the Contractor agrees to the following terms of a BPA exclusively with USDA Rural Development:

(1) The following contract service(s) shall be ordered under this BPA is specifically for properties under loan default as identified by USDA Rural Development California State Office. All orders placed against this BPA are subject to the terms and conditions of the contract.

(2) Provide legal service for foreclosure with or without deficiency judgments, bankruptcies, and/or actions to recover possessions related to Section 502 Single Family Housing (SFH) direct loan debts. This work is to be performed throughout the State of California and as described in Section C of this BPA and as ordered by specific Task Orders issued under this IDIQ Fixed-Priced Contract.

DELIVERY DESTINATION DELIVERY SCHEDULE/DATES

State of California As Required

(3) USDA Rural Development estimates, but does not guarantee that the volume of purchases through this agreement will Not to Exceed (NTE) $100,000.00 (4) This BPA does not obligate any funds.

(5) This BPA expires when the NTE dollar amount is reached (line item 3) (6) Hereby authorize the following office to place orders under this BPA: USDA RURAL DEVELOPMENT California State Office, 430 G Street, Agency 4169, Davis, California 95616

(7) USDA Rural Development will place orders placed against this BPA via electronic mail, FAX, written or oral communications.

(8) Unless otherwise agreed to, all services performed under this BPA must be accompanied by an invoice (See Exhibit B) that must contain the following information as a minimum:

(a) Name of Contractor;

(b) Contract Number;

(c) BPA Number;

(d) Task/Delivery Order Number;

(e) Date of Service

(9) The requirements of a proper invoice are specified in the Federal Acquisition Regulation and the Contractor shall submit invoices to the address specified within the task/delivery order transmission issued against this BPA.

(10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.

(11) EFFECTIVE PERIOD OF AGREEMENT: This agreement between USDA Rural Development and vendor is in accordance with the attached Statement of Work, terms and conditions shall be in effect from the date of this signed agreement until cancelled upon 30 days’ prior written notice by either party. In the event of cancellation, performance of outstanding call 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 modified, by mutual agreement between parties. The contract shall furnish the services only as required by authorized USDA Rural Development Ordering Officials, during the period specified. The Contracting Officer shall review annually and if necessary, updated at that time.

(12) EXTENT OF OBLIGATION: Rural Development is obligated only to the extent of authorized purchases actually made under this Agreement. Rural Development is not obligated to place any orders with the Contractor under this BPA. The Contractor is not obligated to accept orders under this BPA. However, if the Contractor accepts work under this BPA the Contractor is obligated to provide the agreed upon work under the terms and conditions in this Agreement.

B.2 CONTRACT LINE ITEMS AND CONTRACT SUBLINE ITEM NUMBERS

Bidders/Offerors shall enter unit prices and amounts for contract line items and contract sub line items as indicated in the schedule.

In the event there is a difference between a unit price and the extended total amount, the unit price will be held to be the intended bid and the total of the contract line item or contract sub line item will be recomputed accordingly. The contract line item which includes recomputed contract sub line items will also be recomputed to take into account the change in the contract sub line item. If the bidder/offeror provides a total amount for a contract line item or contract sub line item but fails to enter the unit price, the total amount divided by the contract line item or contract sub line item quantity will be held to be the intended unit price.

B.3 SCHEDULE B – Bidding Instructions for Trustee

For

PROCESSING FORECLOSURES IN CALIFORNIA

UNDER CIVIL CODE 2923.5 AND 2924

THE CONTRACTOR SHALL COMPLETE THE PACKAGE AND INDICATE CONCURRENCE AND ACCEPTANCE OF THIS AGREEMENT BY SIGNING AND RETURNING THE

COMPETED PACKAGE ALONG WITH THE TWO COPIES OF THE SCHEDULE B

TYPED OR PRINT NAME

DATE

SIGNATURE

TAXPAYER’S IDENTIFICATION NUMBER: ___________________________________

DUNS: ___________________________________

CAGE CODE: _____________________________

Bid amount – Please provide Trustee’s fee though conclusion of Trustee Sale based on the principal balance of $200,000:

Trustee Fee amount: $ ____________ percentage of principal balance ________% Fees for document services where required by law – mailings/postage for 5 day post Notice of Default, Notice of Default and Notice of Sale will be $10.00 per mailing address required by law.

Postponements for Trustee’s Sale - $25.00 per postponement plus cost of mailings/postage described above when required by law.

Eviction Cost:

Phase I $_____________

Phase II $____________

Phase III $___________

NOTES:

* Other Direct Costs for Associated Services: The USDA Rural Development will reimburse the Contractor for actual costs advanced by the Contractor, which are necessary to effect the legal actions under this contract. Costs for such associated services are payable upon final completion of the action; or if the action is not completed through no fault of the Contractor, upon return of the incomplete case to USDA Rural Development. All invoices for completed associated services shall be fully documented by including receipts evidencing payment by the Contractor and shall identify the foreclosure case and borrower with which the expenditure is connected.

Direct Cost – Associated Services include:

Advertising expenses with local newspaper that is published daily;

Auctioneer fees;

Fees for document service where required by law;

Trustee Sale Guarantee expense Recording fees; or other similar official legal fees;

Court costs and filing fees

Law enforcement services

The following costs are NOT “Direct Costs – Associated Services,” but are to be included within the basic flat fee:

Travel, including parking, expenses

Lease or purchase of equipment or office space

Telephone service

Personnel

Reproduction/printing

The following costs are NOT to be paid by the Contractor and invoiced as “Direct Costs – Associated Services” or included within the basic fixed rate for any of the other CLINs AA through AG:

Mortgage Insurance

Prior and junior liens

Real estate and personal property taxes

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 OBJECTIVE: The objective is to retain a Title company (herein called “Contractor”) to provide professional services in connection with foreclosure on Rural Housing borrower’s real estate loans throughout the State of California. These services are not considered “legal” in nature, are not considered to be the practice of law, and do not involve decision-making or interpretation of agency policy or directives.

C.2 BACKGROUND: 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.C. 1480(d)] to provide the Secretary of Agriculture, in the prosecution or defense of any litigation under Section 502 SFH direct loans, the discretion to use the services of U.S. Attorneys, the USDA Office of the General Counsel (OGC), 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 Rural Development. Nationwide, USDA Rural Development has a backlog of cases with U.S. Attorneys, some of which have been pending for several years; as well as from 4,000 to 5,000 new foreclosures which are initiated each year. Section 502 SFH direct loans are generally secured by first mortgage on modest dwellings located on non-farm tracts of one acre or less. In some instances, USDA Rural Development also holds subsequent mortgages on the security, usually without intervening liens.

C.3 SCOPE: The Contractor will receive complete instructions and legal documents from the Contracting Officer’s Representative (COR) and will also receive instructions from the Office of General Counsel of the Department of Agriculture in accordance with the contract. The Contractor will complete the following items in each case unless instructed to stop work by the COR:

1. The Title Company will order, obtain and provide a Trustee’s Sale Guarantee (TSG) to the COR within thirty (30) days from recording the Notice of Default. If a Federal Tax Lien is of record against the borrower(s), the Internal Revenue Service (IRS) must be notified at least twenty-five (25) days prior to sale.

2. A Substitution of Trustee will be recorded for each and every Deed of Trust under which the Title Company is not the Trustee of record. Fees for recording the Substitution of Trustee shall be paid by the Title Company.

3. Provide COR with a copy of the NOD along with a statement of foreclosure fees, costs and expenses owing to date which will be good through the three month reinstatement period.

4. Notify any appropriate lienholders or owners of record pursuant to California Civil Code.

5. Upon receipt of instructions, the title company will set the Trustee’s Sale date, publish, post and mail copies of the Notice of Trustee’ Sale as required by code. Send conformed copy of the Notice of Trustee’s Sale to the COR.

6. Notify the COR if there are any IRS liens recorded on the property after the TSG was issued.

7. Proofread advertisement when it first appears, and immediately notify the COR if advertisement is in error.

8. Obtain final bid instructions and authorization to bid within five (5) days of sale. After receipt of final bid instructions, the contractor will hold sale in compliance with said instructions, and record the Trustee’s Deed shall be delivered to the COR.

9. Original Trustee’s Deed shall be returned directly to the COR from the Recorder’s office (provided they are in successful bidder) and Tax Statement mailed directly to the Area Office as directed. If not the successful bidder, then a conformed copy of said Trustee’s Deed shall be delivered to the COR

10. Final statement of foreclosure, fees, cost and expenses shall be delivered to the COR.

C.4 EVICTION: The contractor shall provide all legal and related services in connection with each assigned case to complete the eviction. The contractor shall recover, possession of Government-owned property: sue for, obtain, and enforce evictions to obtain possession of the property and preserve the value of the property. The contractor shall act as attorney/agent for the Government under the terms of the USDA, Rural Development Deed of Trust. USDA Rural Development will retain the sole right to determine the cases to be assigned under this contract, and may elect not to use legal services under this contract for all cases arising during the term of the contract. No billing for eviction services, including reimbursable associated services shall be rendered until eviction and removal of personal property is concluded.

The contractor shall, when directed by the COR, take the necessary action pursuant to applicable laws to recover possession of the Property, which USDA Rural Development has acquired. Ensure property is not occupied and personal effects are removed from the property. The following will be completed until the Eviction is concluded:

PHASE I

a. Notice to Vacate - The field office will inspect the property after it is acquired by the Agency, and notify the COR. If eviction is required, the COR will request eviction processing begin with the contractor. The contractor will prepare and serve Notice to Vacate. The field office will inspect the property after the applicable time frame and report if the property is occupied or unoccupied.

PHASE II

a. Summons & Complaint for Unlawful Detainer – The field office will inspect the property after the applicable time frame and report if the property is occupied or unoccupied. If still occupied, then a complaint shall be filed in the appropriate court for Unlawful Detainer.

a. Answer to Complaint – in the event an answer is filed by the occupant a memorandum will be filed setting the matter for trial.

b. Entry of Default – In the event occupants do not move out, then take default of defendant.

c. Write of Possession and Lockout - .Contractor shall obtain a Writ of Possession and coordinate with the local sheriff’s office. Field office representative will be contacted through the COR to assist with coordination of this effort.

PHASE III

a. Appearance at Trial – Contractor will represent Rural Development in trial if applicable.

b. The Government will request the trustee to assist with advertisements and notices in local newspapers for the purpose of assisting the agency with liquidation of REO properties. The Government will provide the trustee with the specific wording for the advertisements and notices.

C.5 GOVERNMENT FURNISHED MATERAL: Rural Development shall provide the following to the Title Company for use in the performance of the specifications:

a. Declaration of Default Letter

b. Copies of the Promissory Notes, Deeds of Trust

c. Other pertinent documents required.

C.6 EFFECTIVE PERIOD OF AGREEMENT: This agreement between USDA Rural Development and vendor is in accordance with the attached Statement of Work, terms and conditions shall be in effect from the date of this signed agreement until cancelled upon 30 days’ prior written notice by either party. In the event of cancellation, performance of outstanding call 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 modified, by mutual agreement between parties. The contract shall furnish the services only as required by authorized USDA Rural Development Ordering Officials, during the period specified. The Contracting Officer shall review annually and if necessary, update at that time.

C.7 EXTENT OF OBLIGATION: Rural Development is obligated only to the extent of authorized purchases actually made under this Agreement. Rural Development is not obligated to place any orders with the Title Company under this BPA. The title Company is not obligated to accept orders under this BPA. However, it the Title Company accepts an order, it is obligated to provide the work under the terms and conditions of this Agreement.

C.8 PRICING: The prices furnished to the Government shall be as low as or lower than those charged the supplier’s most favored customer for comparable quantities under similar terms and conditions, in addition to any discounts for prompt payment.

C.9 PURCHASE LIMITATIONS: Each individual purchase made under this Agreement shall not exceed $3,000.00 unless prior approval was received by the Contracting Officer.

C.10 AUTHORIZED ORDERING OFFICIAL AND DOLLAR LIMITATIONS: Rural Development personnel authorized to place orders under this Agreement are listed below; they will be referred to as “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. Only those in the position named are authorized to place an order, and their dollar limitation for each purchase is $3,000.00 unless prior approval was received by the Contracting Officer. THE FOLLOWING POSITIONS HAVE AUTHORIZATION TO PLACE ORDERS UNDER THIS BPA:

Contracting Officer, Rural Housing Program Director, Rural Housing Coordinator, SFH Technician/Legal Instrument Examiner.

C.11 DELIVERY: Services to complete each foreclosure order under this agreement shall be completed as quickly as possible, but in no case longer than 180 days after order is issued provided there are no uncontrollable delays. Exceptions would include Deed of Trust affected by California Bills SB1137, SBX27, and ABX27. The Title Company must notify the Ordering Official if it will exceed 180 days.

C.12 DELIVERY TICKETS: Each delivery to Rural Development will be accompanied by delivery tickets or sales slip which shall contain following information:

a. Name and address of supplies

b. Blanket Purchase Agreement Number

c. Date order received by contractor

d. Purchase Number (Call Order Number)

e. Itemized list of services furnished.

f. Quantity, unit price (less applicable discounts), total price

g. Date of delivery to Rural Development

C.13 INSPECTION AND ACCEPTIANCE: Delivers will be reviewed for compliance with the BPA. The Ordering Official will inspect and accept the work. No payment will be made until work is accepted.

C.14 INVOICES: State of foreclosure fees, cost and expenses shall be submitted by the Title Company. The invoice must be itemized, breaking down the fees and cost.

Invoices should be submitted to:

USDA Rural Development

Rural Housing Services

Attention: Tamye Binning

430 G Street, Agency 4169

Davis, CA 95616-4169

The COR will examine all documents provided by the Title Company in regard to the advertisement and authorize payment of fees, cost and expenses as appropriate.

C.15 INQUIRIES: All inquiries concerning the terms and conditions of the Agreement and the administration thereof shall be made to the Contracting Officer; Dori M. Turner, dori.turner@ca.usda.gov.

C.16 Unique Issues: The Contractor shall notify the CO or consult with (OGC whenever any intervening issue is raised. These issues, when related to the foreclosure actions under the contract may require additional actions which can be assigned to the contractor. These actions will have the sanction of OGC and the price for services will be negotiated separately.

C.17 Approval of Documents: Within 15 calendar days of award of contract, the Contractor shall provide to the COR document formats proposed for use in each of the actions outlined in Section C.5 for review by OGC. Contractor shall make any changes in the formats deemed necessary by OGC prior to use with assigned cases.

C.18 Records of Contractor Activity: The Contractor shall maintain records of all activities under this contract in a manner that describes the efforts of the Contractor accurately to effect the actions taken for which the assign case.

The Contractor shall provide the COR with copies of Notice of Default and Notice of Sale Under Mortgage as they are filed. On a quarterly basis, the Contractor shall provide the COR with a complete report of Contractor activity (See Section H.6). These reports shall contain the status of each task order assign to the Contractor, and shall include details regarding amendments to complaint, service on defendants, answers filed, and filing of default and summary judgments. Upon filing of a bankruptcy petition, the Contractor report shall include the filing date of the petition, motions filed by the debtor, the date of confirmation or dismissal, and information regarding relief from stay. The Contractor shall make such records available for inspection by USDA Rural Development, OGC or any Government audit agency upon request.

C.19 Effect of Contractor’s Fees Upon Return of Cases to USDA: USDA Rural Development reserves the right to reclaim a case for any reason and have the case returned for handling by a Government attorney. Return to USDA Rural Development means mailing or delivering the case file along with all pleadings and other documents filed by the Contractor and the borrowers, and pertinent record of Contractor activities to the COR.

When a case is returned to USDA Rural Development upon written request of the COR pursuant to this subsection, the Contractor shall be entitled only to any amounts which have actually been expended (such as reimbursement for filing fees or other allowable costs) before the date of the return or the request for return, whichever is earlier.

The Contractor shall have no claim against the Government for any action taken by USDA Rural Development, OGC attorney or a U.S. Attorney subsequent to return of the case, even though that action eliminates the fee to which the Contractor might have been entitled had the case not be reclaimed.

C.20 Pending Cases at Contract Expiration: The Contractor shall complete cases assigned within the terms and conditions of the task order until obligated funds expire.

Where enforcement of judgment involves garnishment or collection of periodic payments, the Contractor shall continue to receive and transmit collection payments to USDA Rural Development until paid in full. The Contractor will continue to submit a quarterly invoice in connection with pending cases until their completion.

SECTION D – INTENTIONALLY DELETED

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION OF SERVICES – FIXED PRICE (FAR 52.246-4) (AUG 1996)

E.2 INSPECTION AND ACCEPTANCE (AGAR 452.246-70) (FEB 1988)

a. The Contracting Officer or the Contracting Officer’s duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

b. Inspection and acceptance will be performed by the COR, at the USDA Rural Development California State Office, in which the performance of work was completed.

E.3 For purposes of the Inspection and Acceptance clause (AGAR 452.246-70) (Feb 1988) above for this contract only, the place of inspection and acceptance shall be the California State Office.

(END OF CLAUSE)

SECTION F - DELIVERIES/PERFORMANCE

F.1 PERIOD OF PERFORMANCE (AGAR 452.211-74) (FEB 1988)

The period of performance of this contract is from the effective date of the contract award until obligated funds expire.

(END OF CLAUSE)

F.2 STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

F.3 QUARTERLY PROGRESS REPORTS. See Section H.6 for contents of report, which is due on or before the 7th calendar day after the end of the preceding quarter.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER REPRESENTATIVE (COR) designated for this requirement is:

Name:

Tamye Binning, SFH Technician

Address:

USDA Rural Development

California State Office

430 G Street

Davis, California 95616

Phone:

(530) 792-5823 E-Mail:

dori.turner@ca.usda.gov G.2 Contract administration will be performed by the Administrating Contracting Officer (ACO). The issuance and execution of task orders prepared during the effective period of the contract and acceptance for payment will be made by the ACO. The ACO designated for this requirement is: [To Be Determined].

G.3 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR) will be:

Name:

Tamye Binning. SFH Technician

USDA Rural Development

Agency 4169

430 G Street.

Davis, CA 95616

(530) 792-5823 Email:

tamye.binning@ca.usda.gov In no event will, 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 documents executed by the Contracting Officer.

G.4 LEGAL CONSULTATION: The field staff of OGC shall be the contact for the Contractor for any legal consultation necessary in connection with cases assigned under this contract. The primary contact person is:

Name:

Jeff Moulton, Regional Attorney

Office of General Counsel

Pacific Region

33 Montgomery Street, 17th Floor

San Francisco, California 94105-4511

(415) 744-3011 Fax:

(415) 744-3170 Email:

jeff.moulton@ogc.usda.gov

G.5 ISSUANCE AND EXECUTION PROCEDURES FOR TASK ORDERS

The USDA Rural Development California State Office Housing Program and CO shall issue the assignment order to the Contractor. Each assignment order shall set forth the name of the borrower and type of action requested.

G.6 PAYMENT PROCEDURES

a. Invoices: The Contractor shall submit, to the COR, an invoice for actions completed, as well as for incomplete cases reclaimed by USDA Rural Development. An invoice must include:

1. Name and address of Contractor;

2. Contract Number;

3. Invoice Number and Date;

4. List of actions completed or incomplete cases reclaimed 5 Property address and borrower(s) name(s)

6. CLIN/SubCLIN quantity and amount;

7. Total amount due.

b. All invoices for completed associated services shall be fully documented with attached receipts evidencing payment by the Contractor and shall identify the borrower and case identification number with which the expenditure is connected.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 RESTRICTIONS AGAINST DISCLOSURE (AGAR 452.237-75) (FEB 1988)

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

b. The Contractor agrees not to disclose any information concerning the work under this contract to any persons or individual unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

(END OF CLAUSE)

H.2 CONFLICT OF INTEREST

The Contractor shall be bound by Section 1.7 of the American Bar Association Model Rules of Professional Responsibility (1983) and/or The State Bar of California Rules of Professional Conduct for dealing with conflicts of interest. The Contractor will not, personally or through a third party, buy a USDA Rural Development financed or acquired property covered by this contract. It shall be the responsibility of the Contractor to determine if representing the Government in any case assigned could or would be a conflict of interest or have the appearance of a conflict of interest. If a particular case assigned poses such a conflict or perceived conflict, the case shall be returned to the Contracting Officer prior to initiation of any action.

H.4 CONFIDENTIALITY OF INFORMATION (AGAR 452.224-70) (FEB 1988)

(a) Confidential information, as used in this clause, means --

(1) Information or data of a personal nature, proprietary about an individual, or

(2) Information or data submitted by or pertaining to an organization.

(b) In addition to the types of confidential information described in (a) (1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the “Disputes” clause.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) Confidential information, as defined in (a) (1) and (2) above shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor’s intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the Contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the “Disputes” clause.

(g) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(h) The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State of California or local laws.

(END OF CLAUSE)

H.5 PROGRESS REPORTING (AGAR 452.237-76) (FEB 1988)

The Contractor shall submit a progress report quarterly (Section F.3), covering work accomplished during that period of the contract performance. The progress report shall be brief and factual and shall be prepared in accordance with the following format:

A cover page containing:

(1) Contract number and title;

(2) Type of report, sequence number of report, and period of performance;

Contractor’s name and address;

Author(s); and

Date of report.

SECTION I – An introduction covering the purpose and scope of the contract effort. This shall be limited to one paragraph in all but the first and final month’s narrative.

SECTION II – A description of overall progress plus a separate description of each task or other logical segment of work wherein the Contractor’s expended efforts during the report period. The description shall include pertinent data and/or graphs in sufficient detail to explain any significant results achieved.

SECTION III – A description of current technical or substantive performance, and any problem(s), which may impede performance along with proposed corrective action.

SECTION IV – A planning schedule shall be included with the first progress report for all assigned tasks required under the contract, along with the estimated starting and completion dates for each task. The Contractor’s planning schedule shall be updated and submitted with each subsequent technical progress report; including an explanation of any difference between actual progress and planned progress, why the differences have occurred, and if behind planned progress what corrective steps are planned.

SECTION V – If applicable, Contractor shall submit financial information for each major task or line item cost.

The data shall include the following:

(1) The total estimated cost budgeted (fee excluded).

The estimated cost expended during the current reporting period.

If applicable, the Contractor shall provide identification of the direct labor hours of prime Contractor and sub-Contractor and/or consultant.

Total project expenditures to date.

Total remaining funds.

(END OF CLAUSE)

H.6 Limitation of Other Direct Costs – Associated Services The Government estimates that actual other direct costs the Contractor maybe reimbursed under these CLINS will not exceed the estimated costs specified in the Schedule.

The Contractor shall obtain prior written approval from the COR before procuring or incurring costs for a single item costing $500 or more and shall obtain prior written approval for expending more than $3,000 for any one case.

The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs the Contractor expects to incur under these CLINS in the next 60 days, when added to all costs previously incurred under these CLINS, will exceed 75 percent of the estimated cost specified in the Schedule.

As part of the notification, the Contractor shall provide the Contracting Officer a revised estimate of the additional costs for the performance period.

Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause; (1) the Government is not obligated to reimburse the Contractor for costs incurred in excess of these estimated costs specified in the Schedule; and (2) the Contractor is not obligated to continue to incur these costs until the Contracting Officer modifies the contract and increases the estimated costs under these CLINS.

If the estimated cost specified in the Schedule is increased, any costs the Contractor incurs before the increase that are in excess of the previously estimated cost shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice directing that the increase is solely to cover termination or other specified expenses.

H.8 FLUENCY IN ENGLISH LANGUAGE

Contractor personnel that interact and/or communicate with the Contracting Officer, Administrative Contracting Officer, COR and/or OGC attorney must be fluent in the English language orally and in writing in order to avoid any miscommunications and/or misunderstandings regarding performance under the contract.

PART II

SECTION I - CONTRACT CLAUSES

I.1

CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

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

(END OF CLAUSE)

I.2

CLAUSES INCORPORATED BY REFERENCE (FAR 52.212-3) (NOV 2013)

An offeror shall complete only paragraphs (b) of this provision if the offeror has completed the annual representations and certificates electronically via http://www.acquisition.gov . If an offeror has not completed the annual representations and certifications electronically at the System for Award Management (SAM) website, the offeror shall complete only paragraphs (c) through (o) of this provision.

FEDERAL ACQUISITION REGULATION CLAUSES

52.213-4 Terms and Conditions--Simplified Acquisitions (Other Than Commercial Items) (DEC 2008)

(a) The Contractor shall comply with the following Federal Acquisition

Regulation (FAR) clauses that are incorporated by reference:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

(ii) 52.222-21, Prohibition of Segregated Facilities (FEB 2002) (E.O.

11246).

(iii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(iv) 52.222-50, Combating Trafficking in Persons (AUG 2007) (22 U.S.C.

7104(g))

(v) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2006)

(E.O.S., proclamations, and statutes administered by the Office of

Foreign Assets Control of the Department of the Treasury)

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

(vii) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)

(Pub. L. 108-77, 108-78).

(2) Listed below are additional clauses that apply:

(i) 52.232-1 Payments (APR 1984).

(ii) 52.232-8 Discounts for Prompt Payment (FEB 2002)

(iii) 52.232-11 Extras (APR 1984).

(iv) 52.232-25 Prompt Payment (OCT 2008)

(v) 52.233-1 Disputes (JULY 2002).

(vi) 52.244-6 Subcontracts for Commercial Items (DEC 2008).

(vii) 52.253-1 Computer Generated Forms (JAN 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless the circumstances do not apply:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.222-19, Child Labor—Cooperation with Authorities and Remedies

(FEB 2008) (E.O. 13126). (Applies to contracts for supplies exceeding the micro-purchase threshold.)

(ii) 52.222-20, Walsh-Healey Public Contracts Act (DEC 1996) (41 U.S.C.

35-45) (Applies to supply contracts over $10,000 in the United States, Puerto Rico, or the U.S. Virgin Islands).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEPT 2006)

(38 U.S.C. 4212) (Applies to contracts of $100,000 or more).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998)

(29 U.S.C. 793) (Applies to contracts over $10,000, unless the work is to be performed outside the United States by employees recruited outside the United States.) (For purposes of this clause, United States includes the 50 states, the District of Columbia, Puerto Rico, the Northern Mariana

Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake

Island.)

(v) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans. (SEPT 2006)

(38 U.S.C. 4212) (Applies to contracts of $100,000 or more).

(vi) 52.222-41, Service Contract Act of 1965, (NOV 2007) (41 U.S.C. 351, et seq.)

(vii) 52.223-5, Pollution Prevention and Right-to-Know Information (AUG

2003 (E.O. 13148) (Applies to services performed on Federal facilities).

(viii) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC

2007) (42 U.S.C. 8259b) (Unless exempt pursuant to 23.204, applies to contracts when energy-consuming products listed in the ENERGY

STAR@ Program or Federal Energy Management Program (FEMP) will be--—

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a

Federally-controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance.)

(ix) 52.225-1, Buy American Act--Supplies (JUNE 2003) (41 U.S.C. 10a -

10d)(Applies to contracts for supplies, and to contracts for services involving the furnishing of supplies, for use in the United States or its outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro-purchase threshold and the acquisition--

(A) Is set aside for small business concerns; or

(B) Cannot be set aside for small business concerns (see 19.502-

2), and does not exceed $25,000).

(x) 52.204.7, Payment by Electronic Funds Transfer—System for Award

Management (JUL 2013). (Applies when the payment will be made by electronic funds transfer (EFT) and the payment office uses the System for Award Management (SAM) database as its source of EFT information).

(xi) 52.232-34, Payment by Electronic Funds Transfer--Other than

System for Award Management (May 1999). (Applies when the payment will be made by EFT and the payment office does not use the SAM database as its source of EFT information).

(xii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial vessels (FEB 2006) (46 U.S.C. 1241). (Applies to supplies transported by ocean vessels, except for the types of subcontracts listed at 47.504(d)).

(2) Listed below are additional clauses that may apply:

(i) 52.209-6, Protecting the Government's Interest When subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

(SEPT 2006) (Applies to contracts over $30,000).

(ii) 52.211-17, Delivery of Excess Quantities (SEPT 1989) (Applies to fixed-price supplies).

(iii) 52.247-29, F.o.b. Origin (FEB 2006) (Applies to supplies if delivery if f.o.b. origin).

(iv) 52.247-34, F.o.b. Destination (NOV 1991) (Applies to supplies if delivery is f.o.b. destination).

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. The Government must exercise its post-acceptance rights--

(1) Within a reasonable period of time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(e) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of GOD or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer for the cessation of such occurrence.

(f) Termination for the Government's Convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges that the Contractor can demonstrate to the satisfaction of the Government, using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.

(g) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurance of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(h) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

Supplement to Clause 52.213-4:

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))

52.242-17 Government Delay of Work (APR 1984)

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

52.204-7 System for Award Management.

As prescribed in 4.1105(a) (1), use the following provision:

System for Award Management (Jul 2013)

a) Definitions. As used in this provision—

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the System for Award Management (SAM) database” means that—

(1) The offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see Subpart 4.14) into the SAM database;

(2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

b) (1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database.

c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS…