S01_Attachment 1 MI_Title_Closing_Services_SOW.pdf

U.S. Department of Agriculture Natural Resources Conservation Service

Title Services Scope of Work NRCS Easement Programs

Statement of Work for Title Search and Closing Services for Michigan NRCS’s Easement

Programs

I. OBJECTIVE

The objective of this blanket purchase arrangement (BPA) is to obtain a mineral patent title search, title commitment, post survey update, final title policy, and/or closing services for acquisitions of conservation easements in the State of Michigan on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA).

II. BACKGROUND

The Agricultural Conservation Easement Program Wetland Reserve Easement component (ACEP-WRE), the Wetlands Reserve Program (WRP), Emergency Watershed Protection Program - Floodplain Easements (EWPP-FPE), and the Healthy Forest Reserve Program (HFRP) each provide authorization for the United States to acquire conservation easements from willing landowners for the purpose of restoring and protecting wetlands, floodplains, or forest lands respectively. NRCS is the agency within the USDA that is responsible for administration of these programs.

III. SCOPE

The contractor must coordinate, facilitate, and perform the following services:

1. Provide the title commitment (or title search and/or update of abstracts), including copies of all instruments that created rights, interests, or encumbrances, for the easement boundary and ingress-egress descriptions.

2. Work with NRCS and the landowners to clear exceptions on title to the property and resolve vesting interests.

3. 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.

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

5. Provide a final title insurance policy using American Land Title Association (ALTA) U.S. Policy 09-28-1991 (Revised 12/3/2012)

Title Services Scope of Work

6. Provide other services, as necessary, to finalize the easement transaction.

The contractor will provide the above-listed items to the designated NRCS contact identified on the attachment to this statement of work.

IV. STANDARDS AND RESPONSIBILITIES

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). Note: These regulations indicate that the time period of the historical public land record that must be examined will vary from state to state. For Michigan, the minimum search period required is to patent.

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

The contractor will perform the same services that are customarily provided in a commercial transaction, including chain of title, determination of ownership and interest share of surface and subsurface rights, securing and providing all underlying documents, obtaining and recording deeds, and any necessary curative instruments to ensure merchantable, insurable title to the easement are in the name of the United States of America. The contractor is responsible for having up-to-date knowledge of the requirements of the State’s laws on title searches, closing real estate transactions, and title clearance. The title insurance company and its issuing agents must comply with the State’s laws, including title insurance reserve requirements. The contractor must be licensed to do title insurance business in Michigan. The title insurance company must be approved by the State’s insurance commissioner.

The contractor and any subcontractors 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.

The title insurance company and their issuing agents must be on the United States Attorney General’s list of approved companies and must comply with all Michigan laws, including capital and surplus requirements.

Title Services Scope of Work

V. DESCRIPTION OF SERVICES

A. Title Commitment (or Title Search and/or Update of Abstracts) The contractor must obtain the following:

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

2. Preliminary title commitment, which must cover the entire easement area and the access for ingress and egress to the easement area, and must commit to issuing the final title policy to the “United States of America” on the ALTA U.S. Policy Form 9- 28-91 (Revised 12/3/2012).1

3. Title search services and title commitment must be provided within 60 business days of receiving the request from NRCS.

4. The invoice submitted to the Invoice Processing Platform (IPP) for services rendered at www.ipp.gov.

The title commitment/binder must be provided from a closing agent operating with a licensed title insurance company authorized by law and by the State insurance commissioner to issue title insurances policies in the State in which the land lies. The amount of the owner’s coverage should be listed as the easement purchase price. The title search/update of abstract must be for a sufficient period of time* for the title company to insure the title without objectionable exceptions and must identify all owners of record, outstanding mortgages, liens, judgments or pending suits, outstanding tax claims, easements or rights-of-way of any type, including oil, gas, and mineral interests that have been severed, any water right interests, and any other exceptions that may cloud the title of the easement to be purchased. *For Michigan, the MINIMUM search period is to patent. The search must show ownership interest of the surface and subsurface rights including oil, gas, coal, sand, gravel, and other minerals associated with the property. The title commitment must include a legible copy of all underlying documents of any type, whether oil, gas, or mineral interests have been severed, mortgages, bankruptcies, and any other exceptions that may cloud the title of the easement to be purchased.

Title search services must be provided to the designated NRCS contact identified on the attachment to this statement of work within 60 business days of receiving the request from NRCS. The contractor will be provided with the name, address, and telephone number of the landowner, a copy of the current ownership documentation as provided by the landowner to NRCS, a location map of the proposed easement area, and the proposed access route for ingress and egress.

Not every title commitment (search) obtained by NRCS will result in an order for the closing services outlined in section B. NRCS might not ultimately purchase an easement on the properties for which it obtains a title commitment (search). NRCS may elect not to make an offer to the landowner based on eligibility review. NRCS may withdraw an

1 For easement acquisitions in Texas, the T-11 U.S. Policy and T-12 U.S. Endorsement may substituted any place the ALTA U.S. Policy Form 9/28/91 (Revised 12/3/12) is mentioned in this document.

http://www.ipp.gov/

Title Services Scope of Work offer to landowners if NRCS lacks funding, landowners are unable to provide clear title or sufficient legal access, or for other reasons as determined by NRCS. The agreement to purchase the conservation easement may also expire or the landowners may elect to cancel the agreement with NRCS.

B. Closing Services

After receiving the surveyed legal description from NRCS, the contractor must provide an updated preliminary title commitment, which must cover both the easement area and access for ingress and egress. The preliminary title commitment update must be provided to the designated NRCS contact identified on the attachment to this statement of work within 14 business days of receiving the request from NRCS. In the event of acreage changes, after the completion of the survey, the title commitment must be updated to provide adequate owner’s coverage.

Upon receipt of the updated preliminary title commitment, NRCS will forward the preliminary title commitment and other related documentation to the USDA Office of the General Counsel (OGC) regional attorney for a preliminary title opinion (PTO). If any outstanding issues remain, NRCS will work with OGC to determine which exceptions are acceptable and which exceptions must be cured.

The preliminary title commitment must not contain an exception related to the terms and conditions of the Warranty Easement Deed to be recorded at closing. However, if such exception is required by the title company, the proposed language for such exception must be approved prior to closing by OGC.

NRCS will provide the NRCS the applicable instructions from the OGC PTO identifying the requirements that must be met before the easement can be closed. The contractor must communicate with NRCS and the landowner regarding proper procedures for the landowner to clear exceptions and the contractor must obtain the execution of documents such as releases, subordinations, full or partial satisfaction for mortgages, lien waivers, affidavits of materialmen’s liens, child support, and other types of releases of encumbrances on the property.

The contractor is required to record the easement within 30 calendar days of receipt of executed easement deed received from NRCS.

Prior to recoding the easement, the contractor must ensure that the following have occurred:

1. No new encumbrances have been recorded against the subject property since the date of the most recent title commitment/binder, no adverse change in title has occurred, and there are no intervening matters affecting title that might result in a new title exception to the policy. If any new encumbrances have been recorded against the subject property or other adverse changes in title have occurred since the date of the most recent title commitment/binder, notify the NRCS technical

Title Services Scope of Work representative immediately and do not proceed until further instructions are received. The contractor may be required to provide a pro forma title policy or marked up title commitment, or an updated title commitment, to confirm all title requirements will be met at or prior to closing.

2. The contractor is prepared to issue the policy of title insurance referred below.

3. All exceptions required to be removed, released, subordinated, waived, or otherwise handled as set forth in the NRCS closing instructions have been completed and the applicable clearance documents recorded and all other requirements met. Proposed subordination agreements, satisfactions, releases, partial releases, and other title curative documents to be signed at closing will be provided to NRCS for review and approval.

4. Compliance with any listed title commitment/binder requirements.

5. Review the Warranty Easement Deed according to the NRCS closing instructions and ensure the proper names and marital status are correct.

When the signed documents are provided by NRCS, the contractor must record the deeds and other instruments as necessary, and ensure the following have occurred:

1. The contractor must ensure that no new encumbrances have been placed on the property prior to recording the Warranty Easement Deed.

2. NRCS receives an electronic copy of the executed deed.

3. The contractor must record the Warranty Easement Deed, exhibits, and any necessary title curative documents within 5 business days of execution.

4. All taxes, homeowners’ assessments, etc. are paid to the date the Warranty

Easement Deed is recorded.

5. The contractor must issue a policy of title insurance on ALTA U.S. Policy Form

9/28/91 (Revised 12/3/12)2, with the “United States of America” named as the insured party in the full amount of the easement compensation amount identified on the Warranty Easement Deed as of the time and date of the recording of the Warranty Easement Deed. Said policy of title insurance must be free and clear of any and all encumbrances to the title except those shown as acceptable in the NRCS closing instructions and insure the United States’ interest in the easement area and the right of ingress-egress thereto. The final policy should reflect the execution and recording information pertaining to the insured easement, such as:

“30-Year or Perpetual Easement granted by to United States of America, by Warranty Easement Deed dated and recorded in Deed Record pages in the Office of the Recorder of County, .”

The contractor must return the following package to the designated NRCS contact identified on the attachment to this statement of work within 5 business days of receipt of recorded documents from the local land records office:

1. The invoice submitted to the Invoice Processing Platform (IPP) covering the agreed-upon costs incurred for services provided at www.ipp.gov. The contractor will be paid a flat fee for services rendered, including all travel expenses, copy costs, telephone charges, and the like. The contractor must provide documentation for http://www.ipp.gov/

Title Services Scope of Work reimbursable expenses, such as title insurance fees and recording costs.

2. Policy of title insurance, ALTA U.S. Policy Form 9-28-91 (Revised 12/3/2012).

3. Recorder’s certified copy of the ACEP-WRE Warranty Easement Deed and a recording receipt

4. Recorder’s certified copies of any curative documents, including subordination agreements.

Upon receipt of the final documents, NRCS will request a final title opinion (FTO) from the OGC. If the FTO identifies issues that were not resolved by the contractor in accordance with the NRCS closing instructions and OGC PTO requirements, NRCS will notify the contractor of required remedies. If necessary, corrections were originally identified in the NRCS closing agent requirements form or NRCS closing instructions, such corrections must be done at no additional cost to NRCS and returned to the NRCS technical representative within 14 days of notification of such issue. Upon receipt of an OGC FTO indicating that all NRCS closing instruction and OGC PTO requirements have been met, NRCS will process the contractor’s payment for closing services.

NRCS will prepare the documents to authorize payment to the landowner upon receipt of the OGC FTO and permission to pay.

VI. PAYMENT

There will be three payments issued:

1. Payment will occur upon receipt and approval of all deliverables identified above in section V.A. (preliminary title commitment).

2. Payment will occur upon receipt of the updated title commitment and conversion.

3. Payment for recording costs and policy premiums will occur upon receipt and

NRCS approval of all deliverables identified in above section V.B. Payment of the contractor’s closing fee will occur upon final review and approval by NRCS or OGC of all deliverables identified in above section V.B., including satisfactory completion of any required remedies or corrections.

4.

For individual orders of $10,000 or higher, NRCS will process the contractor’s payment through the Invoice Processing Platform (IPP at www.ipp.gov) for services rendered. For individual orders under $10,000, payment will be via credit card. Vendor must be able to accept payment via credit card.

VII. CONFLICT OF INTEREST

The contractor must not record an NRCS easement purchase for their spouse, children, partners, or business associates, and must not have a financial interest in the real estate covered by the proposed easement.

VIII. AUTHORITY

Title Services Scope of Work

For individual orders totaling $10,000 or higher, only the NRCS contracting officers may place orders under this BPA. Any modifications or questions may be directed to the originating contracting officer identified on the signed contract.

Individual orders under $10,000 will be placed by Michigan NRCS.

IX. 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.

X. CIVIL RIGHTS AND PROGRAM DELIVERY

By signing this agreement, the contractor assures the Department of Agriculture that the program or activities provided for under this agreement will be conducted in compliance with all applicable Federal civil rights laws, rules, regulations, and policies.

Title Services Scope of Work

EXHIBIT A

ATTACHMENTS:

1) NRCS CONTACTS FOR SUBMISSION OF DELIVERABLES

ATTACHMENT A1 – NRCS CONTACTS FOR DELIVERABLES

TO BE PROVIDED UPON AWARD