S01 12FPC424Q0076 Attachment 1 Statement of Work_VT_WRE_BPA.pdf

Attachment 1 12FPC424Q0076

Title and Closing Agent Specifications/Statement of Work

A. OBJECTIVE:

The objective of this contract is to retain title and closing services for acquisition of easements on behalf of the United States of America (USDA), by and through the Secretary of Agriculture, pursuant to Title XII of the Food Security Act of 1985, as amended, 16 U.S.C. 3837.

B. BACKGROUND:

Natural Resources Conservation Service’s (NRCS) easement programs authorize the acquisition of easement rights from willing landowners. NRCS is the lead agency within the USDA charged with administering the Agricultural Conservation Easement Program Wetland Reserve Easement component (ACEP-WRE), Emergency Watershed Protection Program - Floodplain Easements (EWPP-FPE), the Healthy Forest Reserve Program (HFRP) and Regional Conservation Partnership Programs (RCPP 18).

C. SCOPE:

The contractor shall furnish all closing services, including obtaining title insurance from the title insurance company approved by the United States Attorney General. The contractor will perform the same services as in a commercial transaction, including obtaining and recording deeds, and any necessary curative instruments to assure merchantable, insurable title to the easement area in the name of the United States of America, by and through the Secretary of Agriculture.

The closing services will be performed in the town of the easement in Vermont, unless the contractor, NRCS, and landowner agree to a different location. NRCS may provide closing instructions to the contractor to perform those duties at a location other than the town or city of the easement in Vermont.

The contractor must coordinate and facilitate the following services:

1. Obtaining and updating chain of title, including copies of all instruments that created rights, interests, or encumbrances on the property.

2. Providing preliminary title commitments and issuing final title insurance policies.

3. Working with landowners to clear exceptions on title to the property, including proper discharge of the Vermont Use Value Appraisal Program (i.e. “Current Use”).

4. Update the title commitment, based upon the final legal description of the easement area, including copies of all instruments that created rights, interests, or encumbrances on the property, not included on the original title commitment, for the easement boundary and ingress-egress descriptions.

5. Hold funds in escrow, provide closing protection coverage, and provide payment to proper recipient and comply with Internal Revenue Service (IRS) tax reporting Form 1099.

6. Obtain signatures on warranty easement deeds provided by NRCS.

7. Obtain signatures on subordination agreements and limited lien waivers, affidavits, discharges, and any other necessary documents.

8. Record documents in the local land records office (e.g., the applicable town or city recorder’s office, town clerk records office).

9. Provide a final title insurance policy using American Land Title Association (ALTA) U.S.

Policy 09-28-1991 (Revised 12/3/2012)

10. Other services, as necessary, to finalize the easement transaction, to include recording of the survey plat and warranty easement deed per Vermont State Law.

D. STANDARDS AND RESPONSIBILITY:

The acquisition of the program easement and any access easement is governed by the following requirements:

a. Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016)

b. NRCS regulations and policies governing the NRCS program under which the easement is being acquired.

The contractor is responsible for having current knowledge of the requirements of Vermont State Law in connection with closing real estate transactions and title clearance. The title insurance company must comply with all Vermont State Laws, including title insurance reserves retirements. The contractor must be an approved closing agent in the State of Vermont.

The contractor and any subcontractors must obtain a valid Dun and Bradstreet Data Universal Numbering System (DUNS) number and must maintain active registration in System for Award Management (SAM) for the duration of any contracts or agreements to provide closing services to the NRCS.

The contractor must provide evidence of liability insurance coverage or indemnification in an amount equal to the amount of Federal funds for each easement satisfactory to NRCS, acting on behalf of the Commodity Credit Corporation, providing for reimbursement to NRCS for any loss of Federal funds caused by errors, omissions, fraud, dishonesty, negligence, or failure by the attorneys, agents, or closing agent employees to comply with NRCS’s written closing instructions. The ALTA closing protection letter, revised 4/2/2014, is satisfactory to meet this condition of responsibility. Evidence of liability insurance must be provided prior to award.

E. CONFLICT OF INTEREST:

A contractor cannot close on an easement purchase for a spouse, children, partners or business associates nor have a financial interest in the real estate to be covered by the proposed easement.

F. DESCRIPTION OF SERVICES TO BE PROVIDED BY THE CONTRACTOR:

PRELIMINARY TITLE SEARCH, COMMITMENT, AND UPDATE and ALTA CLOSING

PROTECTION LETTER

The contractor must conduct a title search and obtain the following:

1. Copies of all instruments that created rights, interests, or encumbrances on the proposed easement property.

2. A chain of title, including all deeds referenced in the chain of title.

3. Preliminary title commitment, which must cover both the easement area and access for ingress and egress and must commit to issuing the final title policy to the “United States of America, by and through the Secretary of Agriculture” on the ALTA U.S. Policy Form.

The title search will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax, claims, easements or rights-of-way of any type, whether oil, gas, and mineral interests have been severed, and any other exceptions that may cloud the title of the easement to be purchased.

Title search services must be provided within 60 business days of receiving the request from NRCS. The contractor will be provided with the name and address of the landowner, proposed easement map, and a copy of the deed.

The contractor will forward the Preliminary Commitment of Title Insurance, with attachments and references, to the appropriate Program Manager. The contractor will submit an invoice for the Preliminary Title Work via the IPP platform.

An updated title commitment, and any additional instruments discovered, will be issued after the NRCS Vermont State Office provides the contractor with the final survey plat. This title commitment will be forwarded to the Office of General Counsel (OGC) for issuance of the Preliminary Title Opinion. The title search update is to make certain that there have been no changes in the status of the title since issuance of the Preliminary Commitment to Title Insurance. This is due within 15 days of receipt of final plat.

The contractor will provide ALTA Closing Protection Letter Revised 3/27/87 to meet the condition of responsibility listed above. The ALTA Closing Protection Letter Revised 3/27/87 is required for each individual closing transaction, to be issued once final survey is received by contractor and updated title commitment is issued to NRCS Georgia.

CLOSING SERVICES

The Contractor will be required to obtain the execution and recordation, as needed, of such items as: survey plat per Vermont State Law, Warranty Easement Deed, other deeds, releases, full or partial satisfaction of mortgages, subordination's, lien waivers, affidavits of material liens and child support, and various types of releases of encumbrances of the property.

Upon receipt of the required documents, and incorporating an easement plat along with legal description prepared by a registered Vermont surveyor, NRCS will obtain from the Office of General Counsel (OGC) a Preliminary Title Opinion (PTO) that will set out any exceptions to the title. OGC will determine which exceptions are acceptable and which exceptions must be cured.

The contractor is required to close within 15 business days after receipt of the PTO and closing instructions letter from NRCS. The contractor will not close any transaction or record deeds or other instruments prior to receiving the PTO and closing instructions letter.

At the time of closing, the Contractor will perform normal commercial closing procedures, and obtain recordation of all instruments necessary to provide satisfactory insurable title in the name of the United States of America. The Contractor will furnish a Final Title Policy in an insured amount that is the same as the consideration paid for the wetland easement. The Final Title Policy shall be on ALTA U.S. Policy Form and will be issued by a title insurance company that is on the Attorney General's approved list.

The Contractor will close the transaction, record the deeds and other instruments as necessary and ensure that the following has occurred:

1. No new encumbrances have been recorded against the subject property since the date of the title commitment.

2. Receipt, execution, and recordation of the Warranty Easement Deed from the landowner, including maps, exhibits, and other documents recorded at the time of closing.

3. Delivery of the policy of title insurance referred to below.

4. All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in the Preliminary Title Opinion from the Office of General Counsel have been completed and the applicable documents recorded.

5. All taxes, assessments, etc., are paid to the date that the Warranty Easement Deed is recorded.

6. Comply with any listed title commitment or binder requirements.

If any new encumbrances have been recorded against the subject property since the date of the title commitment, the Contractor will notify the Program Manager and will not proceed until further instructions are received.

FINAL TITLE INSURANCE

The final policy should be issued to "United States of America, by and through the Secretary of Agriculture" using the ALTA U.S. Policy Form. The amount of owners' coverage should be listed as "To be determined" on the Preliminary Title Commitment and in the amount stated on the Warranty Easement Deed on the final title policy. The type of ownership should read "Warranty Easement". Landowners should include those owning the easement area property and those owning property providing ingress/egress.

Upon completion of the closing, the Contractor will send to NRCS the ALTA U.S. Policy Form naming the United States of America, by and through the Secretary of Agriculture as the insured, in the amount of the purchase price as of the date and time of recording of the Warranty Easement Deed to the United States of America. The policy of title insurance will be free and clear of any and all encumbrances (exceptions) to the title except those shown as acceptable in the OGC Preliminary Title Opinion. At the time of closing, the Contractor will provide a Settlement Statement to the landowner in a form similar to HUD-I (8-87) RESPA, HB 4305.2.

POST CLOSING/RECORDING

The Contractor will deliver the following to the Program Manager within thirty (30) business days following closing:

1. A copy of the invoice covering the closing costs, cost of the title insurance policy, and recording fees. Invoicing will be done via IPP.

2. Policy of title insurance (original and one copy).

3. The original recorded copy and one copy of the Warranty Easement Deed to the

United States of America.

4. The original of the settlement statement.

5. Certified copies of any title clearance documents showing the recordation date.

Upon receipt of the final documents, NRCS will obtain a Final Title Opinion (FTO) from the OGC. Any corrections identified in the FTO will need to be addressed by the contractor within 30 days.

G. DELIVERY

All Preliminary Title Insurance Commitments must be delivered within 60 business days of request. Updates are also due within 15 days of receipt of survey plat.

Closings must occur within 30 days of receipt of PTO and closing instructions. Post-closing documents must be received within 10 days of closing, for a max of 30 days for all easements must be recorded after receiving the OGC Preliminary Title Opinion and closing instructions from NRCS.

H. PAYMENT

The Contractor will bill NRCS directly for all closing costs via IPP or via invoice for Purchase Card BPA calls. The Contractor will provide billing for separate line items according to the agreed-to payment schedule, including the following:

1) Preliminary title search and opinion/commitment

2) Title Commitment Update

3) Closing Services

4) Final Title Insurance

5) Recording Fees

6) ALTA Closing Protection Letter

I. AUTHORITY

The FPAC-Business Center appointed Contracting Officers are the only individuals authorized to make changes to this Blanket Purchase Agreement (BPA).

J. NONDISCLOSURE

Work performance required by this statement of work will involve access to potentially sensitive information about governmental and landowner issues. All contractor personnel must comply with the terms of AGAR 452.224-70, “Confidentiality of Information,” as well as provisions of the Privacy Act of 1974, 5 U.S.C. Section 552a. Additionally, the contractor’s employees must comply with the NRCS guidelines and requirements regarding the disclosure of personal information protected under section 1244 of the Food Security Act of 1985, as amended (16 U.S.C. Section 3844), and information protected under section 1619 of the Food, Conservation, and Energy Act of 2008 (Public Law 110-246), 7 U.S.C. Section 8791.