PWS_SOW USACE MVN Real Estate Title Services.pdf

BLANKET PURCHASE AGREEMENT

W912P820Q0044

PERFORMANCE WORK STATEMENT

U.S. ARMY CORPS OF ENGINEERS (USACE)

NEW ORLEANS DISTRICT (MVN)

REAL ESTATE TITLE SERVICES

The scope of work of this blanket purchase agreement is to provide professional title services. The work is associated with projects that fulfill Corps of Engineers missions. Projects will be located in the following parishes in Louisiana:

Acadia Allen Ascension Assumption Avoyelles Beauregard Calcasieu Cameron East Baton Rouge East Feliciana Evangeline Iberia Iberville

Jefferson Jefferson Davis Lafayette Lafourche Livingston Orleans Plaquemines Pointe Coupee Rapides St. Bernard St. Charles St. Helena St. James

St. John the Baptist St. Landry St. Martin St. Mary St. Tammany Tangipahoa Terrebonne Vermillion Vernon Washington West Baton Rouge West Feliciana

Properties to be researched include residential, commercial, industrial, and rural (agricultural, woodland, wetland). Legal descriptions are described based upon which section, township and range the property is located. Rarely will legal descriptions include property addresses, lot number, square number or subdivision name. See EXHIBITS A and B for sample legal description and plat map. Properties could be owned by government or private interests. Title researched could be for the acquisition of fee and easement interests as well as full and partial takings depending upon the project needs.

It is the intention of this solicitation to award multiple blanket purchase agreements (BPA). Each BPA will be for one year with options to renew for a maximum of five years. Products will be ordered by individual call orders for each project/order. Products ordered will be Title Insurance Commitments, Updated Title Insurance Commitments and Final Title Insurance Policies. Endorsements to Final Title Insurance Policies and/or Title Insurance Commitments may be ordered if deemed necessary by the Government. The BPA will include an option to order these products with a mineral search as well.

Price proposals should be provided on a unit basis for each title product provided, except for final title insurance policies (compensation is based upon the Louisiana Rate Table for Title Insurance Policies issues by the title insurance company). The BPA Purchase Limitation is $500,000 over the five (5) year Period of Performance.

The following schedule applies to call orders that involve no more than 15 ownerships. The Supplier receiving the call order will be expected to meet the Government’s schedule.

Title Insurance Commitment 45 calendar days Updated Title Insurance Commitment 20 calendar days Endorsement 15 calendar days Final Title Insurance Policy 10 calendar days

All work will be conducted for and at the direction of the U.S. Army Corps of Engineers, New Orleans, which is hereinafter referred to from time to time in this scope of work as “USACE” or “Government,” consisting of the following:

For the purposes of the delivery of a title product under this BPA, an ownership is defined to be all that contiguous project area owned by all of the same parties. Such areas will be deemed to be a contiguous, single ownership even though traversed by servitudes for roads, railroads, pipelines, or other rights-of-way, or by non-navigable streams, political subdivisions, etc. Such area will also be deemed to be a single ownership even though acquired through multiple chains of title or if multiple conflicting chains of title exist over the property.

1. An electronic copy duly signed and endorsed (PDF or Microsoft Word format), of each Title

Insurance Commitment must be furnished for review and approval by USACE. In addition, the Supplier must furnish an electronic copy duly signed and endorsed (PDF or word format) of any Updated Title Insurance Commitment or Endorsement for review and approval by USACE. In addition, for a Final Title Insurance Policy, the Supplier must furnish an electronic copy (PDF or word) for attorney review. If revisions are requested, Supplier will furnish a revised electronic copy (PDF or word). A duly signed and endorsed electronic copy of the Final Title Insurance Policy will be furnished to USACE once it is reviewed and approved for acceptance. Thereafter, a duly signed and dated original of the Final Title Insurance Policy shall be furnished by the Supplier to the Government. Each title product shall include a reference to the prime Suppliers name, a policy or commitment number as the case may be, the BPA number, the call order number, the project name and the tract number.

2. Orders for individual title products will be issued in writing using ENG Form 1011 (EXHIBIT C).

The Supplier shall strictly adhere to the specifications cited herein. Title search will be in accordance with U. S. Department of Justice Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016). Said Regulations may be found at:

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

3. The U.S. Department of Justice imposes certain minimum qualifications on Supplier who are not title companies but are attorneys or direct agents of title companies: Each Supplier must submit a written commitment from a title insurance company authorized and qualified to issue such policies in the state where the land is located. The written commitment from the title insurance company as required by this paragraph shall contain a statement of commitment that the title insurance company will issue title insurance products, including but not limited to, title insurance commitments and final title insurance policies, that comply with the requirements of the U. S. Department of Justice Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016) as well as the terms and conditions of this work BPA. If offeror or its sub-supplier is a corporate entity, limited liability company or other juridical entity, then it must be registered with the Louisiana Secretary State and be in good standing.

4. Description/Specifications:

a. General: The Title Insurance Commitment (see attached EXHIBIT D) must include a chain of title for each ownership. The Title Insurance Commitments will also include the period of records search (beginning and ending date), current ownership and any outstanding third party interest, including but not limited to servitudes, leases, mortgages, liens, etc. that may affect ownership. The outstanding third party interests to be identified in the Title Insurance Commitment will be based upon the estate(s) to be acquired by USACE, which estates will be provided in each call order.

If USACE requires a Title Insurance Commitment with minerals, the Commitment will also include the current ownership of the surface and any outstanding third party interest(s), including but not limited to servitudes, leases, mortgages, liens, mineral servitudes, mineral executive rights, oil, gas and mineral leases and other agreements and rights that are in effect and that may affect ownership, access to and/or use of the surface. Please note that interests that affect use of the surface include current mineral servitudes or leasehold rights and such mineral interests for which terms have expired but which rights are held in effect by production on the land or on acreage pooled therewith. The Supplier is expected to independently research and examine the production information that is available in the public records as well as at the Louisiana Department of Natural Resources, Office of Conservation. The Government is not interested in owners of mineral royalties or overriding royalties. The Government is not interested in mineral interests that have prescribed, expired or otherwise terminated. Mineral interests that have prescribed, expired or otherwise terminated should not be included as special exceptions in the Title Insurance Commitment. The supplier must conduct its own independent research and examination to determine whether any recorded mineral interest has prescribed, expired or otherwise terminated.

THE PERIOD OF SEARCH WILL BE in accordance with the U. S. Department of Justice Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016), paragraph 3.3; except, that, in no instance will the search be less than 60 years unless otherwise stated in the call order.

If an ownership’s property boundaries are located within multiple parishes, the records of the relevant parishes will be researched. In the event that the record search by the Supplier or the communications during negotiation with the interest owner reveals the existence of a document or legal proceeding which impacts the ownership of the interests in the ownership tracts and that document or proceeding is not filed in the records of the parish where the ownership under review is located, the Supplier is required to obtain and review said documents and proceedings and their impact on the ownership tracts. The Supplier will provide certified copies of such documents as must be filed in the records of the parish where the ownership tract is located. Where there is a fiduciary relationship conveyed, including but not limited to a usufructuary interest, curatorship, tutorship or succession representative, the company will affirmatively state whether or not there exists any limitations or incapacity in the authority of the fiduciary to convey the property.

b. Chain-of-Title: For each ownership, the Supplier shall provide a typed chronological descriptive list, which list shall include all title instruments during the period of search depicting the transfer of a fee simple title (other than as security for a debt) including, but not limited to, patents, direct deeds of conveyance, deeds by or to fiduciary representatives, sheriffs, wills or judgments of possession, and/or decrees, judgments or orders of courts of competent jurisdiction purporting to quiet, confirm, or establish title in fee simple. The description of a title instrument will contain the names of all of the grantors and grantees, the effective date and the date of execution of the instrument, the recordation data, including the date of filing, brief description of the affected lands if only a portion of the ownership tract is affected, a description of the interest conveyed and any reservations or exceptions thereto.

Under the terms of this BPA, multiple chains of title may be discovered in a single ownership. Where a single ownership includes multiple chains of title, the chronological descriptive list shall be provided for each chain of title. The existence of multiple chains of title in an ownership shall not be deemed to result in the separation of the single ownership into multiple ownerships.

The Supplier’s approving attorney shall attest, in writing that he/she reviewed the chain-of-title and the determination of ownership interests for each tract. The Supplier shall be obligated, upon written request from the Contracting Officer, to provide copies of title instruments, including but not limited to maps, plats and/or surveys, that appear in the chain of title, subject to reimbursement for actual copy expenses which must be verified by appropriate receipt or invoice.

c. Adverse Possession/Acquisitive Prescription: Where the Supplier is furnished or discovers information or evidence of the existence or potential existence of a claim of adverse possession upon the subject tract or in favor of the subject tract, either through the plat furnished for the tract under examination, through a review of the public records or through an affidavit of possession, the Supplier shall provide to the Contracting Officer a copy of any evidence so that a determination can be made by the Contracting Officer as to whether further title examination is needed. The Supplier shall be obligated, upon written request from the Contracting Officer, to provide evidence of title for the lands subject, in whole or in part, to the claim of adverse possession. Such title evidence shall adhere to the same standards and requirements as established herein on tracts for which title evidence has been specifically contracted, and the Supplier shall be compensated in the same manner and extent set forth in the subject BPA for the tract under examination.

d. Deceased Owners: Where a review of the public records by the Supplier discloses that a record owner of a tract under examination is deceased, Supplier shall be obligated to provide the names and addresses of any and all purported heirs whose names and addresses may appear of record. In the case of a succession proceeding opened in the name of the record owner, Supplier shall be required to review the court records, including probate, of such succession proceedings and provide the names and addresses of any and all purported heirs, legatees or other parties, such as usufructuaries, who purport to have an interest in the tract under examination. Supplier shall also provide the name(s) and address(es) of any executor(s) or administrator(s) of the open succession. This requirement is in addition to the above stated requirement that a Supplier affirmatively state whether or not there exists any limitations or incapacities in the authority of a fiduciary to convey the property under examination. If no succession proceeding has been opened, but if the public records disclose that third parties purporting to be heirs of the deceased owner of record have executed documents purporting to convey, dispose or encumber any ownership interest in the subject property, including but not limited to the grant of a lease, timber deed, servitude, ROW, mortgage or similar interest, Supplier shall be obligated to provide, to the extent disclosed by the public records, the names and addresses of all grantors who have executed any such documents. The above requirements of providing names and addresses of potential heirs or claimants to the succession can be satisfied by providing the relevant copies of documents that contain the said names and addresses.

Where a title examination discloses that an owner of record is deceased and that no succession proceeding in the name of such person and involving the subject property has been opened, Supplier shall state that title to such property is vested in the “estate of” the name of the deceased person and shall list names and addresses of the heirs which appear of record, and shall list the failure to open succession as a defect in title to the property.

Supplier will recognize legally sufficient affidavits of heirship as proof of heirship so as to allow heirs to exercise their rights of property ownership in accordance with Louisiana Civil Code Article 938, et seq., including the right to transfer the property. As curative of an exception listing the failure to open succession as a defect in title to the property, Supplier will state in the Title Requirement that it will accept legally sufficient affidavits of heirship as proof of heirship so as to allow heirs to exercise their rights of property ownership in accordance with Louisiana Civil Code Article 938, et seq., including the right to transfer the property.

e. Partnerships and Limited Liability Companies (LLCs): Where the Supplier’s title examination discloses that an ownership interest in the property under examination is held by a partnership or LLC, Supplier shall obtain and review any relevant partnership agreements, articles of partnership or organization, operating agreements and other documents which appear in parish records where the property is located or in the records of the Louisiana Secretary of State. Supplier shall provide the Government with copies of such documents.

f. Minors and Interdicts: Where Supplier’s title examination discloses that an ownership interest in the property under examination is vested in a minor or an interdict, Supplier shall provide the names and address of the tutor, under tutor, co-tutor, the curator, and/or under curator as the case may be, and provide copies of the documents that contain such information. Supplier shall review all courthouse records as required for the title search, including, but not limited to real estate tax rolls, conveyance, mortgage, district court and probate records and shall affirmatively state what limitations or incapacities exist in the authority of the tutors or curators to convey the subject property.

g. Ownership Interest: In each Title Insurance Commitment, Supplier must provide the percentage of ownership interest (to the sixth decimal point) of each owner of every tract, and, if available in the chain of title documents, shall provide the name, marital status, mailing address of each owner of every tract for which a Title Insurance Commitment or an Updated Title Insurance Commitment is provided.

For each ownership interest provided, the supplier must specify whether that ownership interest is either a community property interest or a separate property interest.

h. Exceptions: The Title Insurance Commitment for each tract shall list as a special exception only those defects, liens, encumbrances or other matters adversely affecting title that applies specifically to both the portion of the property being acquired and to the interest in the property being acquired. The practice of providing blanket special exceptions (i.e., the listing of all special exceptions or encumbrances which appear of record in the name of a particular landowner, without regard to the applicability of such exceptions or encumbrances to the particular tract of land under examination) will render the Title Insurance Commitment unacceptable. Additionally, the practice of including special exceptions for easements, servitudes and/or rights-of-way to which the estate of the property that is being acquired is “subject to” will likewise render the Title Insurance Commitment unacceptable.

Should the Supplier take exception to the legal status, standing or authority of any trust or juridical entity, such as a corporation, partnership, limited liability company, etc., then Supplier shall identify each by name and shall state with particularity the defect associated with such trust or juridical entity.

The Supplier shall provide copies of all documents creating or related to any identified exception, defect, lien or encumbrance subject to reimbursement for actual copy expenses which must be verified by appropriate receipt or invoice.

i. Curative: Supplier shall provide a list of Title Requirements, that describe the necessary actions and/or documents that will cure each title defect listed as a special exception. Each Requirement must adequately and thoroughly describe the actions and/or documents needed to satisfy the requirement and remove the special exception, cloud, defect, lien or encumbrance from the title.

At such time as USACE orders an Updated Title Insurance Commitment of the title and the curative document has been executed and filed of public record, the Supplier will delete, remove and/or amend the applicable exceptions upon satisfaction of the corresponding requirement. Supplier is required to have open communications with attorneys for the Government, including communications by telephone, facsimile and e-mail, in order to be accessible for discussions regarding title defects, title requirements and curative actions. The time and effort expended for such discussions and communications must be factored into the Supplier's bid price or proposal.

j. Taxes: Supplier shall identify all taxing authorities and verify payment and amount of applicable property taxes and assessments pertaining to the parent tract(s) under examination for a minimum period of three (3) years prior to date of record search and shall make specific statement thereof. Supplier shall include the assessment number and ward number, if applicable.

k. Expert Witness: If needed, the Supplier may be asked to provide expert witness services for legal proceedings. The request may be made by the DOJ, local U.S. Attorney's office or the USACE. In such case, compensation for expert witness services will be negotiated with the Agency or Department requesting the services.

l. Title Insurance Commitment or Updated Title Insurance Commitment, if required in the sole discretion of USACE, shall be ordered by the Contracting Officer, in writing, using ENG Form 1011 (Order For Title Evidence), and shall adhere to the specifications detailed herein. Updated Title Insurance Commitments shall also be delivered in accordance with the format stipulated for the Title Insurance Commitment. The period of search for an Updated Title Insurance Commitment shall be from the ending search date of the last Title Insurance Commitment or the last Updated Title Insurance Commitment, as the case may be. (ENG Form 1011, Order For Title Evidence). Supplier will not issue Updated Title Insurance Commitments in the form of individual addendums to the Title Insurance Commitment. An Updated Title Insurance Commitment shall be in the form of a Title Insurance Commitment.

m. Endorsements: Endorsements, if required, shall be ordered by the Contracting Officer, in writing, using ENG Form 1011 (Order For Title Evidence), in accordance with specifications herein.

Endorsements shall also be delivered in accordance with the format stipulated for the Title Insurance Commitment. Supplier will not issue endorsements in the form of individual addendums to the Title Insurance Commitment. An Endorsement shall be in the form of a Title Insurance Commitment.

No endorsement shall be required where USACE requests the Supplier to substitute a revised and/or corrected plat map and/or tract legal description(s) to Title Insurance Commitment or Updated Title Insurance Commitment where said request for substitution is made prior to acceptance and approval of the Title Insurance Commitment or Updated Title Insurance Commitment by USACE and where no additional land acreage is added to the revised plat map and/or tract legal description(s). The substitution of the revised and/or corrected plat map and/or legal description(s) to a Title Insurance Commitment or Updated Title Insurance Commitment, as described in this paragraph, shall be without cost to the Government.

n. Final Title Insurance Policies: At such time as the tract values of the properties involved have been established and conveyances are completed, Title Guarantee (Insurance) Policy shall be ordered by the Contracting Officer, (see EXHIBIT E, American Land Title Association U.S. Policy –9/28/91, Revised 12-03-12. If for any reason an interest in land is not acquired, a Final Title Insurance Policy may not be ordered.

Where a Title Insurance Commitment is procured listing therein the name of the United States of America as insured applicant in a Final Title Insurance Policy but where acquisition of the subject property tract(s) occurs in the name of a state or local governing or governmental authority, then the Final Title Insurance Policy if requested or ordered, shall be in the form of the American Land Title Association Owner’s Policy of Title Insurance, adopted 6-17-06. In this case, the name of the insured on the ALTA Owner’s Policy of Title Insurance shall be the state or local governing or governmental authority listed as “Vendee” in the acquisition deed or easement/servitude agreement for the subject property.

Final Title Insurance Policy for condemnation shall be in accordance with U. S. Department of Justice Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016), paragraph 9.5.

o. Copies: No bid is to be submitted for this item. Suppliers will be reimbursed the actual cost of certified copies and non-certified copies that have been purchased from the public records office whenever said copies are furnished to the Government in compliance with the terms set forth herein. The Supplier will submit invoice/receipt from courthouse or public office where said copies were obtained.

Suppliers will not be reimbursed for in-house office copies or fees associated with online records search;

costs for these incidental expenses must be factored into the Supplier's bid price or proposal.

CAUTION TO SUPPLIERS:

FAILURE TO COMPLY WITH THE TERMS CONTAINED HEREIN

WILL CAUSE THE TITLE PRODUCT TO BE RETURNED TO

SUPPLIER FOR COMPLIANCE WITH BPA.

All work products will be reviewed by Government attorneys. Suppliers will be required to comply with the specifications described herein. Work products that do not meet these specifications will be returned to the supplier for correction. Work products found not to be technically accurate will be returned to the supplier to be revised at no cost to the Government.

Title Insurance Commitment and Title Guarantee (Insurance) Policy specified herein is to be used;

however, title forms approved by DOJ prior to this BPA may be used providing proof of approval by DOJ is furnished. Failure to furnish DOJ approval on substituted forms will constitute forms unacceptable.

Strict adherence must be paid to the U. S. Department of Justice Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016).

LISTING OF EXHIBITS

EXHIBIT A - Sample Tract Plat Map

EXHIBIT B - Sample Legal Description

EXHIBIT C - ENG Form 1011 (Order For Title Evidence)

EXHIBIT D - Title Insurance Commitment

EXHIBIT E - Sample ALTA US Policy - Revised 12-03-12

EXHIBIT A - Sample Tract Plat Map

EXHIBIT B - Sample Legal Description

EXHIBIT C - ENG Form 1011 (Order For Title Evidence)

EXHIBIT D - Title Insurance Commitment

DEPARTMENT OF THE ARMY

Title Insurance Commitment for Title Guarantee (Insurance) Policy

THE UNITED STATES OF AMERICA:

In connection with the above numbered application for a title (guarantee) (insurance) policy this Corporation having caused the title searches to the property hereinafter described to be made and completed _______________________, reports that it will issue a policy of title insurance to the UNITED STATES OF AMERICA, in the form approved by the Department of justice, ALTA U.S. Policy – 9/28/91, revised 12/03/12, (guaranteeing) (insuring) the assured against loss or damage, not exceeding the amount set for the in our policy, which the assured may sustain by reason of defects in the title of

To the hereinafter described land, on the said date, subject to the following:

1. Rights or claims of parties in possession not shown of record,

2. Questions of survey,

3. Mechanics liens where no notice thereof appears of record,

4. Specials assessments and special taxes of record as follows:

INSURER’S NAME

AGENT’S ADDRESS

BPA #:

Call Order #:

Project Name:

Tract #:

Application #:

5. Defects, liens, or encumbrances created subsequent to issue hereof,

6. Current and delinquent taxes, as follows:

7. Defects, liens, encumbrances and other matters adversely affecting the title as follows:

Description of land:

This report is made in connection with the above numbered application for Title

Guarantee (Insurance) policy in the sum of

EXHIBIT E - Sample ALTA US Policy -Revised 2012-12-03