Exhibit B_Statement of Work_Contract for Title Evidence _Escrow Services.pdf

N69450-26-RP-00201

EXHIBIT B

STATEMENT OF WORK

CONTRACT FOR TITLE EVIDENCE AND ESCROW SERVICES

CONTRACTOR INFORMATION SHEET

(Please type or print)

Contractor’s Name (Name of all Partners)

Contractor’s Representative / Point of Contact

Business Address

Email address

Phone number and FAX number

Signature of person authorized to do business for the above name company.

Print Name and Title of person who signed as authorized to do business for the above name company.

State of Incorporation

Name of Title Company which will issue Title Insurance Policies

Contract N69450-26-RP-00201

CONTRACT FOR TITLE EVIDENCE AND ESCROW SERVICES

Contract Number N69450-26-RP-00201

This AGREEMENT is made between _____________________________________ hereinafter called the "Contractor" and the United States of America, hereinafter called the "Government."

The parties mutually agree that for the consideration specified below, the Contractor will furnish the title evidence services, title insurance, real property acquisition closing services, and escrow services described for the real property interests described below, subject to the terms, conditions, and general provisions set forth herein and to the other provisions, if any, incorporated herein by attachment or reference.

1. REAL PROPERTY INTEREST ACQUISITIONS.

Government will acquire real property interests, usually a restrictive easement, on various parcels of land in the vicinity of Naval Air Station (NAS) Joint Reserve Base (JRB) Fort Worth, Tarrant County, Texas and its Special Areas, pursuant to the encroachment protection agreement between the United States of America and eligible entities, executed in accordance with 10 U.S.C. § 2684a. Real property interest acquisitions will be located in the vicinity of NAS JRB Fort Worth, Tarrant County, Texas as depicted within the Area of Interest shown in Exhibit A attached hereto and incorporated herein. Upon Government’s request, the Contractor will provide title evidence, title insurance, acquisition closing services, and escrow services for parcels located within the Area of Interest.

2. CONTRACT TERM.

a. The Contract will commence upon the date the Real Estate Contracting Officer (RECO) signs below and remain in effect for five (5) years, unless sooner terminated by one of the parties.

b. Government will require title evidence and related services for a minimum of one (1) acquisition under this Contract and may require additional title evidence and related services in support of additional acquisitions made pursuant to the NAS JRB Fort Worth encroachment protection agreement. Title evidence and related services for all such additional acquisitions, if any, shall be obtained under this Contract.

3. ESCROW SERVICES. Government designates and accepts _______________ as Escrow Account Agent under the terms of this Contract. ____________________ agrees to serve as Escrow Account Agent under the terms of this Contract and to provide such escrow services for the price(s) indicated in paragraph 4.m. below.

a. Deposit of Funds into Escrow: Government will transfer, or cause to be transferred, to Escrow Account Agent funds that are obligated to the NAS JRB Fort Worth encroachment protection agreement. All funds will be transferred via electronic funds transfer. Escrow Account Agent shall deposit these sums to a non-interest bearing account named “NAS JRB Fort Worth EP.” Government may require that additional accounts be established, and the establishment of these accounts will be documented through modification of this Contract.

b. Disbursement of Government Funds:

(1) Escrow Account Agent will be notified of the date for closing for a specific real property interest acquisition ("Closing Date"). On or about the designated Closing Date, the Government Real Estate Contracting Officer, hereinafter called the “RECO,” shall provide to the Escrow Account Agent an authorization directing the payment of funds from the NAS JRB Fort Worth EP account. If the Closing Date is changed, the Navy will notify the Escrow Account Agent of any such change.

(2) During the term of the NAS JRB Fort Worth encroachment protection agreement and apart from the actions taken in support of any Closing Date as previously described, Government may require that funds be disbursed from the escrow account to one or more parties for due diligence costs or in relation to the encroachment protection agreement. In these instances, the RECO shall provide to the Escrow Account Agent an authorization directing payment of funds from the NAS JRB Fort Worth EP account via wire transfer or check. In turn, the Escrow Account Agent will initiate the payment of funds no later than the next business day after receipt of the release authorization.

(3) The Escrow Account Agent will deliver to the RECO, or his/her designated representative, a monthly statement that reflects the NAS JRB Fort Worth EP account balance and all transactions completed during the period. The RECO, or his/her designated representative, can request at any time bank statements, invoices, and/or supporting documentation from the escrow account agent.

c. The Escrow Account Agent:

(1) Escrow Account Agent shall not be liable for any action lawfully taken or omitted to be taken by it under or in connection with its Escrow Services under this Contract, except for its own fraud, negligence or willful misconduct.

(2) Escrow Account Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice or document believed by it to be genuine and correct and to have been signed, sent or made by the proper person.

(3) Escrow Account Agent shall not be liable for any loss or damage resulting from

(i) the effect of the transactions underlying this escrow or of any element of those transactions, including without limitation, the financial status of insolvency of any other party, and any misrepresentation made by any other party, (ii) any impairment of funds that have been deposited in escrow while those funds are in a financial institution as instructed under this Contract if such loss or impairment results from the failure, insolvency or suspension of such financial institution, and (iii) Escrow Account Agent's compliance with any legal process, subpoena, writs, orders, judgments and decree of any court whether issued with or without jurisdiction and whether or not consequently vacated, modified, set aside or reversed.

(4) In the event of disagreement about the interpretation of the Escrow Services provisions of this Contract, or about the rights and obligations or the propriety of any action contemplated by Escrow Account Agent hereunder, Escrow Account Agent may in its sole discretion file an action in interpleader to resolve the disagreement.

(5) Government hereby releases Escrow Account Agent in its capacity as such from and against any and all liabilities, except to the extent resulting from Escrow Account Agent's fraud, negligence, or willful misconduct.

4. TITLE EVIDENCE AND ESCROW SERVICES RATES. The Contractor shall, within the time (days are business days, not including weekends or holidays) and for the price indicated below, furnish the following items of title evidence, title insurance, real property acquisition closing services, and escrow services required by Government under this Contract, upon the written order of the RECO or the RECO’s representative.

Services To Be Provided Delivery: Days After Date Ordered

Total Price To Be Paid By Government

a. Title Search (per tax parcel) 15 $

b. Preliminary Report/Commitment for Title Insurance/Binder for Owner’s Title Insurance Policy (per Purchase Agreement) (TLTA U.S. Policy Form T-11)

10 $

c. Electronic copy of all title search documents, including any instrument conveying title, and each encumbrance listed in the Preliminary Report/Commitment/or Binder and/or other requested documents

Included with Preliminary Report /Title Commitment

/Binder

Included with Preliminary Report /Title Commitment

/Binder

d. Updated Commitment for Title Insurance/Binder for Owner’s Title Insurance Policy (Title Update) (per Purchase Agreement)

5 $

e. Owner’s Title Insurance Policy using TLTA U.S. Policy Form T-11 and TLTA T-12 Endorsement

Upon Disbursement See Exhibit “B” Promulgated Rate

f. Real Property Interest Closing (per Purchase Agreement)

15 $

g. Provide electronic copies of recorded documents after Closing

5 NA

h. Courier service for document deliveries, if required

1 Reimbursement only

j. Record all necessary documents for Closing

Day of Closing Reimbursement only

5. GENERAL PROVISIONS

a. TITLE EVIDENCE SERVICES.

(1) The Contractor shall provide all title evidence services necessary to support real property acquisitions made under the NAS JRB Fort Worth encroachment protection agreement, including providing requested title insurance policies. Government shall request the Contractor to provide title evidence for each property of interest. Title evidence furnished under this Contract shall be prepared in compliance with the “Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016),” published by the Department of Justice and incorporated herein by reference. Commitments or policies of Title Insurance must be issued by a title company licensed and approved to operate within the State of Texas and approved by the Attorney General and will not limit the liability of the title company to a sum less than 100 percent of the reasonable value of the property interest acquired by Government. The “Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016)” can be viewed at:

https://www.justice.gov/enrd/page/file/922431/download.

(2) SEARCH PERIOD. The Contractor’s title examination of a subject property shall include the records of the County in which that property is located, including but not limited to those records maintained by the County’s Register of Deeds and the County’s Clerk of Court, and the records of the Clerk’s Office of the appropriate Division of the United States District Court. County records shall be examined for a period of time sufficient to meet any State of Texas marketable record title statute requirements; or if none, then a period of not less than sixty (60) years prior to the effective date of the title search. U.S. District Court records shall be examined for a period of time sufficient to meet any State of Texas marketable record title statute requirements, or if none for a time sufficient to discover any suits leading to liens, judgments, or decrees by the United States of America against the current owners of the property; provided, however, that such search shall be for a period of not less than twenty (20) years.

b. ACQUISITION CLOSING SERVICES.

(1) The Contractor shall provide all services necessary for Government’s real property acquisition closings, including notary services. The Contractor shall draft, procure, and

Services To Be Provided Delivery: Days After Date Ordered

Total Price To Be Paid By Government

k. Deliver hard document original, Recorded instruments to the office of Government Attorney, via courier and deliver electronic copies to Government Attorney.

20 Reimbursement only

l. Provide payment via escrow or cashier’s check to U.S. District Court, if required

5 Reimbursement only

m. Escrow Services N/A $___ (annual price) record any ancillary documents requested by Government which are necessary for closing, such as power of attorney, mortgage payoff, mortgage satisfaction, mortgage subordination, lien subordinations, corporate documents, etc. The Government Attorney will notify the Contractor of the Closing Date for each real property acquisition, and the Contractor shall be prepared to conduct the closing within five (5) days after notice from Government.

(2) The Government Attorney shall provide instructions for closing and must review and approve all documents for closing prior to the Closing Date. The Contractor shall provide all documents necessary for closing including but not limited to: preliminary report/title commitment/binder and any necessary update(s) thereto; settlement statement / HUD-1; ancillary documents, such as power of attorney and corporate documents; curative documents, such as mortgage payoff, lien release, lien subordination, etc.; seller and buyer affidavits; and corporate resolutions. Closing documents must be ready for Government review at least 72 hours prior to the scheduled Closing Date.

(3) Closing Requirements. Closings shall be conducted by escrow or in person, at Government’s request. In-person closings may be conducted at the Contractor’s office or such other location as deemed mutually convenient to the Seller, the Contractor, Government, and Government’s encroachment partner. Government representatives, including the RECO, the RECO’s representative, and the Government Attorney, may attend closings in person. The Contractor must provide an office suitable to conduct in-person closings within Tarrant County, capable of providing all services and support needed for closing, including but not limited to a conference room for at least ten (10) people, standard, on-site office services such as copying, electronic mail, telephones, internet service, facilities, and notary services, at no additional cost Government.

(4) On the Closing Date, the Contractor shall disburse funds in accordance with the signed settlement statement and Government’s closing instructions and record the original documents in the appropriate County Public Records. The Contractor shall provide recorded originals to Government with Government’s title policy.

(5) If the Contractor’s main office is located outside of Tarrant County, Texas, the

Contractor must be willing and able to meet with Government representatives at NAS JRB Fort Worth, or Naval Air Station Jacksonville, Florida, upon 24 hours’ request, at no additional cost to Government.

c. DELIVERY AND PAYMENT.

The completed items of title evidence specified in paragraph 4 above shall be delivered to the RECO’s representative. Upon delivery of one or more completed items of title evidence, the Contractor shall be entitled to payment therefore by submitting to the RECO’s representative a detailed invoice signed by the Contractor. If any item of title evidence is not furnished within the time prescribed in paragraph 4, Government shall be under no obligation to accept or pay for such item. Acceptance by Government of any items ordered under this Contract, whether within, or after, the time prescribed, will not relieve the Contractor from the obligation to correct or complete any inaccurate or incomplete work without additional cost or expense to Government.

d. DEFINITIONS.

(1) “Parcel" means any area or acreage of land shown on Exhibit A to this Contract included within a single county tax identification number. The land will be deemed contiguous even though portions thereof are separated by roads, railroad rights-of-way, streams, etc. If there has been a severance of the surface and subsurface of the land, determination of what constitutes a parcel shall be based on ownership of the surface.

(2) “Closing” is the process by which title to real property, or an interest in real property, is conveyed to Government, including signing and recording a deed or restrictive easement, and also means the specific date on which title is to be conveyed to the Government.

e. TERMINATION FOR DEFAULT.

If the Contractor fails or refuses to perform this contract within the time or times specified, or any extension thereof, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, Government may, by written notice, terminate the right of the Contractor to proceed with the Contract or with such part or parts thereof as to which there has been default or delay, and may hold the Contractor liable for any damage caused by Government by reason of such termination. The right of the Contractor to proceed with the performance of this Contract shall not be terminated under this clause if the delay is due to causes beyond the control and without the fault or negligence of the Contractor, including, without being limited to, any preference, priority, or allocation order issued by Government or any other act of Government. Upon termination under this clause, Government reserves the right to require the Contractor to deliver all completed items of title evidence, for which payment shall be made at the price specified in this Contract.

f. TERMINATION FOR CONVENIENCE OF THE GOVERNMENT.

The performance of work under this Contract may be terminated, in whole or in part, whenever Government shall determine that termination is in its best interest, by delivery to the Contractor of a Notice of Termination not less than three days prior to the date upon which termination shall become effective. The Contractor shall cease all work and deliver to Government all completed items of title evidence, for which payment shall be made at the price specified in this Contract. Government shall also pay the Contractor an equitable price for work performed prior to termination in connection with uncompleted items of title evidence, such price not to exceed a fair proportion of the price specified herein.

g. COVENANT AGAINST CONTINGENT FEES.

The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, Government shall have the right to annul this Contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such commission, percentage, brokerage, or contingent fee.

h. OFFICIALS NOT TO BENEFIT.

No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract or to any benefit that may arise there from; but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

i. GRATUITIES.

(1) Government may, by written notice to the Contractor, terminate the right of the Contractor to proceed under this Contract if it is found, after notice and hearing by the Secretary of the Navy or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, to any officer or employee of Government with a view toward securing a contract or favorable treatment with respect to the awarding or the making of any determinations with respect to the performing of such contract, provided, that the existence of the facts upon which the Secretary of the Navy or his duly authorized representatives make such findings shall be in issue and may be reviewed in a competent court.

(2) In the event this Contract is terminated as provided in paragraph (1) hereof, Government shall be entitled (a) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of contract by the Contractor and (b) as a penalty, in addition to any other damages to which may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Navy or his duly authorized representative) which shall not be less than three nor more than ten times the costs incurred by the Contractor in providing any such gratuities to any such officer or employee.

(3) The rights and remedies of Government provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

j. EXAMINATION OF RECORDS.

(1) The Contractor agrees that a duly authorized Government representative, including but not limited to the Comptroller General of the United States or his duly authorized representative shall, until the expiration of three years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this Contract.

(2) The Contractor further agrees to include in all of its subcontracts hereunder a provision to the effect that the subcontractor agrees that a duly authorized Government representative, including but not limited to the Comptroller General of the United States or his duly authorized representative shall, until the expiration of three years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions related to the subcontract. The term “subcontract” as used in the clause excludes (a) purchase orders not exceeding $1,000 and

(b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

k. AUTHORITY FOR NEGOTIATION.

This Contract is entered into as a result of negotiation pursuant to the authority of 10

U.S.C. § 3204 and any necessary justification and approval prescribed by that Act has been made.

l. ADDITIONAL PROVISIONS.

(1) UNIQUE ENTITY ID NUMBER AND CAGE CODE. The Contractor shall provide its Unique Entity ID number and CAGE Code prior to contract award and maintain an active SAM account during the term of this Contract. The clause FAR 52.204-13, System For Award Management Maintenance (Oct 2018) is incorporated herein by reference.

(2) SUBCONTRACTING AND ASSIGNMENT. The Contractor may not subcontract any work under this Contract or assign this Contract without prior, written consent from Government. Prior to any assignment of this Contract, a Government novation agreement must be approved by Government and executed by all parties.

(3) GOVERNING LAW. This Contract shall be governed by and construed in accordance with Federal Law and applicable Texas law when not in conflict with Federal Law.

(4) AMENDMENT. This Contract may be amended, modified or terminated only by written instrument or written instruments signed by the party and/or parties hereto as required.

No act or course of dealing shall be deemed to constitute an amendment, modification or termination hereof.

(5) HEADINGS. The headings contained in this Contract are provided for convenience only and form no part of this agreement and shall not affect the construction or interpretation of this Contract.

(6) SUCCESSORS AND ASSIGNS. This Contract shall be binding upon and shall run to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

(7) ENTIRE AGREEMENT. This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof, and this Contract supersedes and replaces any agreement or understanding that may have existed between the parties prior to the date hereof in respect of such subject matter.

(8) COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shalt be deemed an original.

6. DISPUTES.

(1) This Contract is subject to the Contract Disputes Act of 1978, as amended

(41 U.S.C. §§7101-7112), and incorporated herein by reference, hereinafter called “the Act.”

(2) All disputes arising under or relating to this Contract shall be resolved under the Act. The term “contracting officer” in the Act shall refer to the RECO.

7. PROMPT PAYMENT ACT.

This Contract is subject to the Prompt Payment Act, 31 U.S.C. §§3901-3906, as implemented by clause FAR 52.232-25, PROMPT PAYMENT (JAN 2017), which is incorporated herein by reference.

8. ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS.

The clause FAR 52.222-90 is incorporated herein by reference.

9. ANTI-DEFICIENCY ACT.

The Government’s liability for payments under this Contract is subject to and may not exceed appropriations available for such payment and nothing contained in this Contract may be considered as implying that Congress will at a later date appropriate funds sufficient to meet deficiencies. Nothing in this Contract shall require an obligation or expenditure of funds on the part of the United States of America, Department of the Navy, in violation of the Anti- Deficiency Act, 31 U.S.C. § 1341.

10. OTHER COMPLIANCES.

The Contractor shall comply with all applicable Federal, State, and local laws, executive orders, rules and regulations applicable to its performance under this Contract.

11. COMPLIANCE WITH LAWS UNIQUE TO GOVERNMENT CONTRACTS.

The Contractor agrees to comply with 31 U.S.C. § 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. § 431 relating to officials not to benefit; 40 U.S.C. Chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. Chapter 87, Kickbacks; 41 U.S.C. § 4712 and 10 U.S.C. § 4701 relating to whistleblower protections; 49 U.S.C. § 40118, Fly American; and 41 U.S.C. Chapter 21 relating to procurement integrity.

12. LIABILITY INSURANCE.

Contractor shall obtain and maintain professional liability insurance coverage in the minimum amount of $2,000,000 for the duration of this Contract. The Contractor shall provide proof of this coverage to the Government upon request.

13. NAVY IDENTIFICATION AND ACCOUNTING DATA.

A. RECO Representative:

NAVFACSYSCOM Southeast ATTN: RE32 Real Estate Contracting Officer

Box 30, Bldg. 903, RE32 Jacksonville, FL 32212-0030

B. Name and Address of Naval Activity:

Commanding Officer

NAVFACSYSCOM Southeast ATTN: Real Estate Contracting Officer Box 30, BLDG 903, RE32 Jacksonville, FL 32212-0030

C. Payment to be Made By: DFAS, Cleveland, Ohio D. Contract No. N69450-26-RP-00201 E. Accounting Data:

F. UEID: Cage Code:

This Contract may be signed in multiple counterparts.

14. EXECUTION BY THE CONTRACTOR.

Printed Name and Title Signature Date

IF CONTRACTOR IS A CORPORATION, CERTIFICATION BY SECRETARY OR

ASSISTANT SECRETARY: I certify that the person who signed this agreement on behalf of the Contractor was then the Officer indicated and this agreement was duly signed for and on behalf of said Corporation by authority of its governing body and is within the scope of its corporate powers.

Printed Name and Title Signature Date

15. EXECUTION FOR AND ON BEHALF OF THE UNITED STATES OF AMERICA

Real Estate Contracting Officer Signature Date