S01 Attachment 1 SOW UT.pdf

STATEMENT OF WORK

FOR

Title Abstract Search and Settlement/Closing Services

Utah

NRCS Easement Program Division

Revision 0

12-4-2024

1 INTRODUCTION

The USDA NRCS requires title abstract and settlement services to obtain title search, title commitment, post survey updates, final title policy, and closing services for acquisitions of conservation easements on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), U.S. Department of Agriculture (USDA) in Utah.

1.1 Mission

The United States Department of Agriculture (USDA) – Natural Resources Conservation Service (NRCS) mission is to provide America’s farmers and ranchers with financial and technical assistance to voluntarily put conservation on the ground, not only helping the environment but agricultural operations, too. For more information regarding the agency and its programs visit http://www.nrcs.usda.gov/.

1.2 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), Regional Conservation Partnership Program (RCPP) US Held easements 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.

1.3 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. 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.

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

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

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

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

9. 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.

2 GENERAL REQUIREMENTS

This section describes the general requirements for this effort.

http://www.nrcs.usda.gov/

2.1 Non-Personal Services

The Government shall neither supervise Contractor employees nor control the method by which the Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees, except for the site lead. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the Contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the Contractor’s responsibility to notify the Contracting Officer, in writing, immediately.

2.2 Contractor Personnel Qualifications

The Contractor shall accomplish the assigned work by employing and utilizing personnel who meet the following qualifications:

1. Current knowledge of the requirements of State law in connection with closing real estate transactions and title clearance.

2. Approved agent licensed to engage in title insurance business in the state.

2.3 Location and Hours of Work

Work under this contract is performed at Contractor facilities. Normal agency workdays are Monday through Friday, except U.S. Federal Holidays. Agency employees typically work eight hours per day, 40 hours per week. Federal employee core hours of work are from 9:00 AM to 3:00 PM daily.

The Contractor shall be responsible for establishing their work hours under this contract, except when access to a Federal facility is required, in which case the Government may limit the Contractors access based availability of agency employees. However, Contractor employees in possession of a valid HPDS- 12 PIV-II Compliant Credential (e.g., LincPass) can work unaccompanied at government locations upon Government approval. See Section SOW 5.1 for additional information.

Weather and security closures by their nature usually arise without advance notice. As such, the Government will notify the Contractor as soon as possible once any closures have been announced.

2.4 Invoicing

Invoices must be submitted electronically through the Invoice Processing Platform (IPP) system and in accordance with the payment clause(s) in the contract.

2.5 Identification of Contractor Personnel

Contractor employees, including subcontractors, who attend meetings, send emails, answer Government telephones or place calls, or work in situations where their actions could be construed as acts of Government officials, must clearly identify themselves as Contractor employees.

3 REQUIREMENTS/TASKS

The Contractor shall complete the work in accordance with Attachment A - Title Closing SOW:

3.1 Requirement/Task 1 – Initial Title Search/Commitment

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 Puerto Rico. The title insurance company must be approved by the State’s insurance commissioner.

3.2 Requirement/Task 2 - Updated Preliminary Title Search/Commitment 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 after 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.

3.3 Requirement/Task 3 - Closing Services

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.

4 DELIVERABLES/SCHEDULE

Timely completion of deliverables is essential to a successful outcome. Below are the required due dates for each requirement/task.

Item No.

Deliverable Reference Due

1 Title search services/Title Commitment

Section 3.1; SOW Section V. A.

Within 21 business days of receiving the request from NRCS

2 Updated preliminary title commitment

SOW Section V. B Closing Services

Within 14 business days of receiving the request from NRCS

3 Closing Services SOW Section V. B.

Closing Services within 30 calendar days of receipt of the Federal funds from the U.S Treasury by electronic funds transfer

5 SPECIAL REQUIREMENTS

This section describes the special requirements that apply to this contract. The following sub-sections provide additional detail for each requirement.

5.1 Restrictions Against Disclosure

The Contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the Contractor’s possession, to those employees needing such information to perform the work provided herein (e.g., on a "need to know" basis). The Contractor shall to immediately notify the Contracting Officer, in writing, in the event that the Contractor determines or has reason to suspect a breach of this requirement.

The Contractor agrees not to disclose any information concerning work under this contract to any persons or individual unless prior written approval is obtained from the Contracting Officer. The Contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

Performance of work may involve access to potentially sensitive information about governmental and landowner issues. All Contractor personnel shall comply with the terms of AGAR clause 452.224-70 (Confidentiality of Information), as well as provisions of the Privacy Act of 1974 (5 U.S.C. 552a) Additionally, the Contractor’s personnel shall comply with privacy of personal information relating to agency programs in accordance with Section 1244 of Title II of the Farm Security and Rural Investment Act of 2002 (P.L. 107-171) and Section 1619 of Title I of the Food, Conservation, and Energy Act of 2008. The Contractor’s employees shall not disclose contents of agency case files and/or records to anyone other than authorized United States Department of Agriculture employees without the express written consent of the Freedom of Information Act and Privacy Act Officer, through the Contracting Officer.

5.2 Organizational Conflicts of Interest

The Contractor acknowledges that it is familiar with Federal Acquisition Regulation (FAR) Subpart 9.5, Organizational and Consultant Conflicts of Interest, and agrees to avoid, neutralize or mitigate such conflicts of interest in accordance with the principles set forth in the FAR. If the performance would require the Contractor, including subcontractors, to provide services related to systems or projects with which the Contractor is already directly concerned, either by prime or subcontract, that would cause an organizational conflict of interest, the Contractor shall immediately notify the Contracting Officer, in writing, and not perform the work until direction is provided by the Contacting Officer.