CLOSING_AGENT_solicitation_Houston.docx

1.0 Description

The contractor shall provide closing services for the U.S. Department of Housing and Urban Development (HUD) on HUD-owned single family properties (1-4 units) located in the Houston Metro Area, Texas. It is vital that the contractor closely mirror the customary industry practices for property closing services in this geographic area. In the event there is a conflict between the terms and conditions of the contract and customary industry practices the contractor shall adhear to the terms and conditions of the contract.

GEOGRAPHIC AREA: Counties of: State of Texas, Area 12 includes the following counties: Angelina, Austin, Brazoria, Brazos, Burleson, Chambers, Colorado, Fort Bend, Galveston, Grimes, Hardin, Harris, Houston, Jasper, Jefferson, Leon, Liberty, Madison, Matagorda, Montgomery, Nacogdoches, Newton, Orange, Polk, Robertson, Sabine, San Augustin, San Jacinto, Shelby, Trinity, Tyler, Walker, Waller, Washington, and Wharton. The contractor must be able to perform the required services for HUD properties located in any of the counties listed above.

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested from this combined synopsis/solicitation; and a separate solicitation will not be issued.

DU208-13-R-0002 is issued as a request for proposal (RFP). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2005-61 (Oct 15, 2012) This is a total small business set-aside. The NAICS code is 541191 and the size standard for a small business concern is $10 million This contract has a base period of one base year plus four one-year options. This is a fixed unit price contract with disincentives. The Performance Work Statement (PWS) is at Attachment A.

2.0 Estimated, Minimum and Maximum Quantities

2. HUDAR 2452.216-76 Minimum and Maximum Quantities and Amounts for Order (Feb 2006) The minimum quantity and/or amount to be ordered under this contract shall not be less than the minimum quantity and/or amount shown in the following table. The maximum quantity and/or amount to be ordered under this contract shall not exceed the maximum quantity and/or amount shown in the table.

2.0.1 HUD is not required to assign properties beyond the base year or contract minimum quantity stated at section 2.2.2.

2.0.2 The minimum and maximum quantities identified below are for property closing services and apply to the entire life of the contract, which includes the base period and all option periods exercised, if any. The minimum quantity is met only once through the life of the contract and is not a factor in subsequent options. There are no minimum or maximum quantities for Recordation or Title Search Services, which are ancillary items:

HUD reserves the right to unilaterally redefine and or expand the geographic areas in accordance with the Changes Clauses of the contract, if such action is determined to be in the best interest of the government. HUD may procure the services of additional contractors or private entities to perform closing services if such action is determined to be in the best interest of the government.

3.0 Assignments/Ordering

3. The contractor shall be responsible for performing all services assigned. HUD’s AM contractor(s), on behalf of a Government Technical Representative (GTR), will assign property closings to the contractor. Services may be assigned directly by the GTR or Government Technical Monitor (GTM).

3. In the event that the GTR determines that a contractor is unable to meet any specific contract performance requirement, the Contracting Officer, may authorize assignments to other contractor(s) or entities performing closing services. The Contracting Officer may approve the assignments to other contractors or entities for up to 90 days. If the problems persist, additional remedies may be invoked ranging from permanently reducing assignments to the contractor while obtaining services of another contractor or entity, to initiating termination procedures.

4.0 Price Schedule

As total compensation for all services performed under this contract, the contractor will be paid according to the Contract Line Item Number (CLIN) prices listed below for closings conducted. The unit price per closing specified herein shall be inclusive of all costs, including, but not limited to: the cost of all labor; supervision; fringe benefits, travel, subcontracts, other direct costs, overhead; general and administrative costs; profit/fee; the completion of all documents necessary to close the transaction as well as the cost to complete all financing documents when requested by the buyer or lender to complete the loan portion of the transaction; the cost of phones, postage, postage pre-paid envelopes; shipping (including closed files to storage), storage, delivery costs, courier costs, express mail, faxing, scanning, document reproduction; notary fees, transportation, wire transfer fees, recording fees, annual reconciliation costs, title search costs; ACA documents, insurance, certificates or permits as stated in Attachment A, and all office requirements unless otherwise specifically identified in this contract;

BASE CONTRACT PERIOD

ESTIMATED TOTAL VALUE OF THE BASE CONTRACT PERIOD

FIRST OPTION PERIOD

ESTIMATED TOTAL VALUE OF THE FIRST OPTION PERIOD

SECOND OPTION PERIOD

ESTIMATED TOTAL VALUE OF THE SECOND OPTION PERIOD

THIRD OPTION PERIOD

ESTIMATED TOTAL VALUE OF THE THIRD OPTION PERIOD

FOURTH OPTION PERIOD

ESTIMATED TOTAL VALUE OF THE FOURTH OPTION PERIOD

ESTIMATED TOTAL VALUE OF ALL CONTRACT PERFORMANCE PERIODS (BASE AND ALL OPTIONS)

4. The price paid is determined by the date the property closing, or other service, is assigned to the contractor. For example, a closing assigned to the contractor during the base performance period, but closes in the first option period will be paid at the rate in effect during the base period.

Except as explicitly allowed by the terms of this contract, HUD, the purchaser, and/or lender, will not pay any additional costs for closing services to the contractor.

The unit prices for the CLINS entitled Recordation Services and Title Search Services specified herein shall be inclusive of all costs specific to those services.

Disincentives shall be assessed in accordance with Attachment A, PWS, Paragraph 7.0.

5.0 Delivery and Acceptance of Deliverables.

Deliverables shall be emailed to the GTR, GTM, Contracting Officer or designee, as detailed in paragraph A.5. or uploaded into HUD P260 as directed. The email information will be provided at the Post Award Conference.

6.0 The following FAR and HUDAR clauses are hereby incorporated in full text:

6.1 FAR 52.209-7 Information Regarding Responsibility Matters (FEB 2012)

(a) Definitions. As used in this provision— “Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the Central Contractor Registration database via https://www.acquisition.gov (see 52.204-7).

6.2 FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items (AUG 2012).

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

(1) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

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

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

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

X(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

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

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jul 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (Jul 2010) (Pub. L. 111-5).

X(6) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

X_ (7) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jan 2012) (41 U.S.C. 2313).

__ (8) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

__ (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (10) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (11) [Reserved] X (12)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

__ (13)(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.

X (14) 52.219-8, Utilization of Small Business Concerns (Jan 2011) (15 U.S.C. 637(d)(2) and (3)).

__ (15) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2011) (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 (Jul 2010) of 52.219-9.

__ (16) 52.219-13, Notice of Set-Aside of Orders (Nov 2011)(15 U.S.C. 644(r)).

X (17) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C. 637(a)(14)).

__ (18) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (19) (i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

__ (ii) Alternate I (June 2003) of 52.219-23.

__ (20) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (21) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657 f).

X (23) 52.219-28, Post Award Small Business Program Rerepresentation (Apr 2009) (15 U.S.C. 632(a)(2)).

__ (24) 52.219-29 Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business Concerns (Nov 2011).

__ (25) 52.219-30 Notice of Set-Aside for Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Nov 2011).

X (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

__ (27) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jul 2010) (E.O. 13126).

X (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

X (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

X (30) 52.222-35, Equal Opportunity for Veterans (Sep 2010)(38 U.S.C. 4212).

X (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

X (32) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

X (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X (34) 52.222-54, Employment Eligibility Verification (JAN 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

__ (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

__ (37) (i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

__ (ii) Alternate I (DEC 2007) of 52.223-16.

X (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O. 13513).

__ (39) 52.225-1, Buy American Act—Supplies (Feb 2009) (41 U.S.C. 10a-10d).

(40) (i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (June 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

__ (ii) Alternate I (Jan 2004) of 52.225-3.

__ (iii) Alternate II (Jan 2004) of 52.225-3.

__ (41) 52.225-5, Trade Agreements (NOV 2011) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

(42) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (March 2012) 41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-82, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138 and Pub. L. 112-41).

__ (ii) Alternate I (Mar 2012) of 52.225-3.

__ (iii) Alternate II (Mar 2012) of 52.225-3.

__ (iv) Alternate III (Mar 2012) of 52.225-3.

__ (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Mar 2012) (42 U.S.C. 5150).

__ (45) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

__ (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

X (47) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

__ (48) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

__ (49) 52.232-36, Payment by Third Party (Feb 2010) (31 U.S.C. 3332).

X (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (51) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

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

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

X (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

X (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

X (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

__ (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 351, et seq.).

__ (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

__ (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247).

__ (8) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(ix) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

___Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Feb 2009) (41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (JAN 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Mar 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

6. FAR 52.216-18 Ordering (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from commencement of contractor performance through contract expiration.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control. If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

FAR 52.216-19 Order Limitations (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of one, the Government is obligated to purchase, and the contractor is obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The contractor is not obligated to honor

(1) Any order for a single item in excess of 300 per month;

(2) Any order for a combination of items in excess of 300 per month; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) above of this section. If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)); the Government is not required to order a part of any one requirement from the contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(c) If this is a requirements contract [i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)], the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) above, the contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within three days after issuance, with written notice stating the contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

FAR 52.216-22 Indefinite Quantity (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the contractor within the time specified in the order. The contract shall govern the contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the contractor shall not be required to make any deliveries under this contract after the 60th calendar day following contract expiration.

FAR 52.217-8 Option to Extend Services (NOV 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days of the end of period of performance.

FAR 52.217-9 Option to Extend The Term of the Contract (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor not later than 30 days before the contract expires; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

FAR52.222-10- Service Contract Act of 1965 (NOV 2007). Attached to this solicitation is the Wage Determination for the State of . The Wage Determination applicable to the contractor becomes a part of the contract of the time of award.

HUDAR 2452.211-70 Effective Date and Contract Period (FEB 2006)

(a) This contract shall be effective (to be completed at time of award) or the date of award, whichever is later,

(b) The contractor shall complete all work including all deliveries NLT 120 days after the final date of performance, unless the contract is extended pursuant to either of the option clause included at paragraphs 7.5 & 7.6 of the contract.

(c) Delivery dates for specific services and deliverables shall be as set forth in the contract. Below dates are approximate; actual dates will be completed at time of award

(d) Alternate I (FEB 2006). In accordance with the clause at 52.217-9, “Option to Extend the Term of the Contract,” the contract may be extended for the following periods:

HUDAR 2452.216-78 Ordering Procedures Alternate I (FEB 2006)

(a) Orders issued under this contract may be placed in writing or through electronic commerce.

(b) In addition to the Contracting Officer, the following individuals are authorized to issue orders under this contract:

Orders will be issued by HUD’s AM contractor(s) acting for, and with the concurrence of, the GTR assigned to this contract.

NOTE: Orders shall be considered to be “issued” upon assignment by FHA case ID number to the closing agent contractor HUDs utilizing current issuing database (currently P260 software application).

HUDAR 2452.222-70 Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (FEB 2006) The contractor shall assure that any meeting, conference, or seminar held pursuant to the contract meets all applicable standards for accessibility to persons with disabilities pursuant to Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and any implementing regulations of the Department. The contractor shall be responsible for ascertaining the specific accessibility needs (e.g., sign language interpreters) for each meeting, conference, or seminar in light of the known or anticipated attendees.

HUDAR 2452.232-70, Payment Schedule And Invoice Submission (Fixed Price) (FEB 2006) (DEVIATION)

(a) Payment Schedule. The Government shall pay the Contractor as full compensation for all work required, performed and accepted or assessed under this contract, inclusive of all costs and expenses, the fixed unit price stated in Paragraph 4, Price Schedule, of this contract.

(b) Not applicable.

(c) Submission of Invoices. The Contractor shall submit a completed invoice in accordance with HUD’s existing financial control process to include all supporting documents: A copy of all invoices, with supporting documentation, shall be submitted to the GTR or designee and to the Contracting Officer. The final invoice shall not be paid prior to certification by the CO that all work has been completed and accepted.

(d) To assist the government in making timely payments, the contractor is requested to include on each invoice and SAM-1106 voucher the Contract Line Item Number (CLIN).

(e) Contractor Remittance Information.

The contractor shall deliver to the Contracting Officer and GTR all information required by; 1) the above clause; 2) any other reference payment clause; 3) HUD’s Financial Control Directives (Financial Controls Manual (FSM) or 4) any other future financial control procedures.

Following the procedures found in FAR Clause 52.212-4 and HUDAR 2452.232-70, the contractor is to immediately submit invoices for closings that occurred that did not have sufficient proceeds (negative proceed sales) to complete full disbursement. Title Searches and Recordation Services; and invoices for over-wired funds shall be submitted not later than the next business day of identification or performance of the service to facilitate reconciliation of the case.

All invoices shall be submitted via email to the GTR and Contract Specialist assigned to the contract Additional Instructions for Submission of Invoices:

HUDAR 2452.237-70 Key Personnel (FEB 2006) *(Contractor to complete)

(a) Definition. Personnel means an employee of the contractor, or any subcontractor(s), affiliates, joint venture partners, or team members, and consultants engaged by any of those entities.

(b) The personnel specified below are considered to be essential to the work being performed under this contract. Prior to diverting any of the specified individuals to other projects, the contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the contractor without the written consent of the Contracting Officer. Key personnel shall perform as follows:

Contract Manager

Alternate Contract Manager

Note: This information is mandatory. The contractor can add more lines if needed.

HUDAR 2452.237-73 Conduct of Work and Technical Guidance (FEB 2006)

(a) The Government Technical Representative (GTR) for liaison with the Contractor as to the conduct of work is James Vonasek or a successor designated by the Contracting Officer. The Contracting Officer will notify the contractor in writing of any change to the current GTR’s status or the designation of a successor GTR.

(b) The GTR will provide guidance to the contractor on the technical performance of the contract. Such guidance shall not be of a nature which:

(1) Causes the Contractor to perform work outside the statement of work or specifications of the contract;

(2) Constitutes a change as defined in FAR 52.243-1;

(3) Causes an increase or decrease in the cost of the contract;

(4) Alters the period of performance or delivery dates; or,

(5) Changes any of the other express terms or conditions of the contract.

(c) The GTR will issue technical guidance in writing or, if issued orally, he/she will confirm such direction in writing within five calendar days after oral issuance. The GTR may issue such guidance via telephone facsimile or electronic mail.

(d) Certain of the GTR’s duties and responsibilities may be delegated to one or more Government Technical Monitors (GTMs) (see HUDAR subpart 2402.1). The Contracting Officer will notify the contractor in writing of the appointment of any GTMs.

(e) Other specific limitations: none.

(f) The contractor shall promptly notify the Contracting Officer whenever the contractor believes that guidance provided by any government personnel, whether or not specifically provided pursuant to this clause, is of a nature described in paragraph (b) above.

7.0 FAR 52.252-2 Clauses Incorporated By Reference (Feb 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://www.acquisition.gov/far/index.html and http://hud.gov/offices/cpo/hudar.cfm Clauses Incorporated By Reference (JAN 1999)

8.0 Additional Contract Requirements

Below are additional contract requirement(s) or terms and conditions determined by the Contracting Officer to be necessary for this acquisition and consistent with customary commercial practices.

8. AI 05-02 Non-Disclosure Agreements for Contractor Employees All contractor employees shall complete the non-disclosure form in Attachment E and submit to the Contracting Officer prior to access to protected information.

8. 36 CFR §1194.31, U.S. Architectural and Transportation Barriers Compliance Board (Access Board) Standards As Related to Contract Deliverables Unless otherwise specified, all deliverables under this requirement shall comply with 36 CFR §1194.31, U.S. Architectural and Transportation Barriers Compliance Board (Access Board) Standard – Functional Performance Criteria and 36 CFR §1194.41, U.S. Architectural and Transportation Barriers Compliance Board (Access Board) Standard – Information, Documentation and Support under the authority of Section 508 of the Rehabilitation Act Amendment of 1998. In order to comply with these standards, the contractor shall submit all copies in a format readable by the assistive technology program, JAWS (HUD’s standard screen reader). Any necessary charts, graphs or illustrations provided in the body of the document shall also provide a description of the nature of the chart, graph or illustration.

8. Criminal Liability Disclosure of information relating to the work or services hereunder to any person not entitled to receive it, or failure to safeguard any classified information as defined in Executive Order Number 116523 that may come to the contractor or any person under the contractor’s contract in connection with the work under the contract, may subject the contractor, his agents or employees to criminal liability under Title 18, Section 793, 794 and 798 of the United States Code.

8. Contractor Responsibility For Applicable Publications And Forms The contractor shall be responsible for obtaining and maintaining all applicable publications, forms, and handbooks. It shall be the contractor’s responsibility to ensure that all services are conducted according to current HUD publications and forms. All of the publications and forms described in this contract are subject to revision. The GTR or GTM will, to the extent possible, notify the contractor of changes to HUD publications and forms. The contractor shall inquire of the GTR or GTM whenever the contractor believes that the publication or form it is currently using has been superseded.

8. Government Technical Monitor.

The GTM is considered a subject matter expert for HUD, responsible for serving as a technical advisor to the GTR, and may perform any of the GTR’s duties and responsibilities delegated to him/her in writing by the GTR. The GTM is constrained by the same limitations identified in paragraph 8.5.2. of this contract.

8. AS 1302 Post Award Conference (NOV 2003) The contractor shall be required to attend a post-award conference. The conference may be held via conference call or in person NLT ten days after award. The Contracting Officer or designee will notify the contractor of the date and time and contact information for the conference.

8. Prohibitions

8.11.1 Title Services. HUD and its closing agents shall not require directly or indirectly, as a condition of sale or closing that title insurance covering the property be purchased by the buyer, Realtor, or lender, from any particular title company. The contractor shall in the notification to purchaser packet inform the aforementioned in writing of opportunities to purchase title insurance from a firm of their choice.

8.11.2 Purchases. To ensure there is no potential for, or appearance of, a conflict of interest, the contractor, employees, and any affiliates, are expressly prohibited from purchasing HUD-owned properties, or being a selling or listing broker on such properties while performing under this contract.

8.11.3 Mark ups. The contractor shall not “mark up” any fees charged to the any participant in the transaction to include purchasers or HUD from a third party or subcontractor. Only actual and authorized costs or fees may be charged to buyers or HUD supported by the actual invoice from the third party or subcontractor of the contractor.

8. Real Estate Settlement Procedures Act (RESPA) In providing any closing services in connection with this contract, the contractor shall fully comply with the Real Estate Settlement Procedures Act of 1974, 12 U.S.C. § 2601 et seq.

8. Authorized Individuals The following individuals are the only persons authorized to negotiate the contract or changes to its terms and conditions on behalf of the Contractor (Contractor to complete):

8. Contractor Place Of Performance (Contractor to complete)

8. Company’s Dun & Bradstreet Number (DUNS) and Tax Identification Number (TIN) (Contractor to complete)

8. Preservation Of, And Access To, Contract Records (a)For the purposes of this clause-- “Contract records” means information created or maintained by the contractor in the performance of the contract. Contract records include documents required to be retained in accordance with FAR 4.703 and other information generated or maintained by the contractor that is pertinent to the contract and its performance including, but not limited to: email and attachments; formal and informal correspondence; calendars; notes; reports; memoranda; spreadsheets; tables; telephone logs; forms; surveys; books; papers; photographs; drawings; machine-readable materials; and data. Contract records may be maintained as electronically stored information or as tangible materials. Contract records may exist in either final or any interim version (e.g., drafts that have been circulated for official purposes and contain unique information, such as notes, edits, comments, or highlighting). Contract records may be located or stored on the contractor’s premises or at off-site locations.

“Electronically stored information (ESI)” means any contract records that are stored on, or generated by, an electronic device, or contained in electronically accessible media, either owned by the contractor, subcontractor(s), or employees of the contractor or subcontractor(s) regardless of the physical location of the device or media (e.g., offsite servers or data storage).

“ESI devices and media” include, but shall not be limited to:

(1) Computers (mainframe, desktop, and laptop);

(2) Network servers, including shared and personal drives;

(3) Individual e-mail accounts of the contractor’s and any subcontractors’ principals, officers, and employees including all folders contained in each email account such as “Inbox,” “Outbox,” “Drafts,” “Sent,” “Trash,” “Archive,” and any other folders;

(4) Personal data assistants (PDAs);

(5) External data storage devices including portable devices (e.g., flash drive); and

(6) Data storage media (magnetic, e.g., tape; optical, e.g., compact disk; microfilm; etc.).

“Tangible materials” means contract records that exist in a physical (i.e., non-electronic) state.

(b)If during the period of performance of this contract, HUD becomes or anticipates becoming a party to any litigation concerning matters related to records maintained or generated by the contractor in the performance of this contract, the contracting officer may provide the contractor with a written (either hardcopy or email) preservation hold and certification of compliance with preservation hold. Upon receipt of the hold, the contractor shall immediately take the following actions:

(1) Discontinue any alteration, overwriting, deletion, or destruction of all tangible materials and ESI;

(2) Preserve tangible materials and ESI. The contractor shall preserve ESI in its “native” form to preserve metadata (i.e., creation and modification history of a document);

(3) Identify all individuals who possess or may possess,…