SOW_RealEstateServices-WaterRightsAcquisition_15ParcelsFinalAPRIL22_2025_rr.pdf

Real Estate Services for Water Rights Acquisition, page 1

Statement of Work

Real Estate Services to Acquire Surface Water Rights in New Mexico Final Dated April 22, 2025

I. Summary:

The International Boundary and Water Commission, U. S. Section (USIBWC), requires professional real estate services to acquire surface water rights from willing sellers within the Elephant Butte Irrigation District (EBID) in Doña Ana County, New Mexico. The

Contractor will conduct necessary due diligence work to acquire surface water rights in accordance with federal acquisition procedures for real property. Tasks include conducting an appraisal review, confirming validity of the water rights, conducting title investigations, contacting land owners to gather and disseminate information and/or obtain signatures, reviewing documents such as appraisals and purchase and sale agreements, coordinating with irrigation districts and regulating entities, assisting with final agreements, assistance with closing. The Contractor will assist with the acquisition by performing acquisition tasks that are not inherently governmental. The Contractor will work on acquisition of a minimum of 15 parcels. .

II. Background:

Water rights will be acquired under the Rio Grande Canalization Project Environmental

Water Transaction Program. The purpose of the program is to acquire surface-only water rights from identified willing sellers to support up to 30 riparian habitat restoration sites and Green Zones in accordance with USIBWC's 2009 Record of Decision for the River

Management Alternatives for the Rio Grande Canalization Project. The USIBWC Rio

Grande Canalization Project stretches from Percha Dam in Sierra County, New Mexico downstream to American Dam in El Paso County, Texas. This SOW covers surface water rights within the Elephant Butte Irrigation District (EBID) in Sierra and Doña Ana

Counties, New Mexico.

The USIBWC has identified and will continue to identify willing sellers, who are landowners that have agreed to sell their surface water rights to USIBWC.

III. Required Work:

The contract will be divided into two Tasks: 1) Real Estate Services and 2) Administrative.

Task 1. Real Estate Services

Currently, there are 12 willing sellers with EBID-administered surface water rights in Dona

Ana County, NM that have expressed interest to sell their water rights, either by signing a letter of interest to sell or signing a Purchase and Sale Agreement, for a total of 15 parcels.

The Contractor will at a minimum conduct the real estate services for all 15 parcels totaling

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27.9 acres of surface water rights. The parcels are listed in Table 1. The USIBWC may amend the contract to add or reduce the total parcels for acquisition as more sellers are identified.

The USIBWC is also in the process of completing an appraisal. The Contractor will be required to conduct a review appraisal.

This SOW will execute the components of the acquisition processthat are not inherently governmental on behalf of the Government. Contractor shall assist with (ie, provide recommendations and advise), but not perform, the inherently governmental functions which are the negotiation on price, the title opinion, and the purchase/ execution of contract. Those must be performed by Government personnel.

All real property acquisition work under this contract should conform with federal and state regulations for real property. The Uniform Relocation Assistance (URA) and Real Property

Acquisition Policies Act, Public Law 91-646, and its implementing regulations (49 CFR

Part 24) set forth minimum requirements for real property acquisition for Federal and federally-assisted programs. Work under this contract must be prepared in accordance with such federal requirements. In addition, the title work must be in accordance with the

Regulations of the Attorney General Governing the Review and Approval of Title for

Federal Land Acquisitions (2016) or any subsequent version. Appraisal reviews conducted under this contract shall ensure that the appraisals comply with the Department of Justice

Uniform Appraisal Standards for Federal Land Acquisitions 2016 or subsequent version.

The Contractor will coordinate professional real estate services for the following a) Pre-

Acquisition Tasks and subsequent b) Acquisition and Closing Tasks. . The tasks are generally listed in chronological order, with allowable variances. Example chronology is listed in Table 2.

Pre-Acquisition Tasks:

1. Review the existing documents for the sale, including letters of interest to sall and/or

Purchase and Sale Agreement and Appraisal, and Preliminary Title report documentation (deed, water right ownership information) and determine sufficiency.

2. The Contractor shall conduct an appraisal review pursuant to UASFLA Section 3.

The Review appraiser shall be a different appraiser than that who conducted the appraisal. The Contractor shall work with the appointed review appraiser as necessary and shall address all deficiencies, if any, brought up by the review appraiser. This task is a one-time task to review the Programmatic Appraisal of

EBID surface rights being contracted by USIBWC under a separate contract.

USIBWC does not anticipate needing additional review appraisals unless one is needed on a case-by case basis. More than one appraisal review will require and modification to the contract.

3. Prepare Purchase and Sale Agreements. The Contractor shall prepare purchase and sale agreements (PSA) based on a USIBWC-provided template for any parcel that

Real Estate Services for Water Rights Acquisition, page 3 does not have a signed PSA yet. The USIBWC will have been negotiating with the landowner and may have drafts of the PSA already prepared. The USIBWC will obtain signatures on the PSA.

4. Conduct any missing Prelimary Title Report on Land. Preliminary title work should already be complete for the parcels, and the USIBWC does not anticipate much work in this task. However, the Contractor shall review the existing documentation for sufficiency and conduct any pre-purchase due diligence that is missing, to include title report on land as well as the title for the water rights. May include obtaining a warranty deed from landowner in order to provide to the title company.

5. Water Rights Documentation – The Contractor will be given the existing water rights documentation that has been previously obtained, to include irrigation district records. The Contractor shall review the existing documentation of the validity of the water rights to determine sufficiency. The Contractor shall obtain stipulated subfile order for the New Mexico adjudication and any missing records of the irrigation district administration and status of water rights, or related documents.

Coordinate with the EBID, New Mexico Office of the State Engineer (OSE), or regulating entity for appropriate water rights title information and obtain subfile orders on water rights adjudication status with the OSE.

6. Abstract of Title – Prepare abstract of title in order to provide a complete title history of real property so a title opinion can be rendered by a Government attorney.

For water rights, title searches will be required for the property to which the water rights are appurtenant. Title searches should meet the requirements of the

Department of Justice, including spanning the appropriate number of years for the value of the purchase and obtaining a sastisfactory certificate of abstract.

7. Tax, Mortgage Certificates, or Assessments or Evidence Thereof, and other related

Documents – Obtain properly executed document(s) from water rights and land owners, with authority to sign documentation. Obtain tax and/or mortgage certificates or provide evidence of them from the county records for each tract. May include obtaining evidence of payment of water rights assessment fees and verification that water rights are free of encumberances. May include working with landowner’s bank to provide a release of lien on mortgages for the water rights severance. May include obtaining a corporate resolution for sale of water rights if the seller is a business.

8. Legal Opinion of Water Rights - obtain a Legal Opinion of Water Rights to establish validity of water rights and highlight for agency attorneys any legal issues related to the water rights ownership or transfer. The Legal Opinion must be prepared by a registered attorney in New Mexico who has experience with water rights and/or water law.

9. Coordinate with USIBWC to obtain preliminary title review/opinion from

USIBWC Legal, as required by 40 U.S.C.A. 3111. Contractor submits packet with information gathered in 1 – 9 to USIBWC for title opinion. If, during drafting of title opinion, DOJ or USIBWC need curative work, the Contractor shall be directed to conduct subtask 11. Once title opinion is done, then Contrator moves to

Acquisition and Closing Subtasks.

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Acquisition and Closing Subtasks:

10. Transfer of Water Rights – Contractor shall coordinate with the irrigation district, OSE and Third Judicial District for the approval of the transfer of water rights to

USIBWC property prior to closing on the water rights transaction. Includes applying for transfer from EBID, coordinating with the irrigation district for a voluntary suspension and transfer hearing, including application fee, public notice, and public hearing. Includes obtaining a Notice of Transfer of Interest from the Third Judicial

District Court, Doña Ana County and notification of the transfer of interest to OSE.

11. Closing Preparation – The Contractor shall provide notification to Title company/Closing agent and open escrow.

12. Closing – The Contractor shall conduct closing tasks on behalf of USIBWC, to include verifying all documents are in order, coordinating with closing agent, advising, generating closing documentation, verifying closing contingencies have been met, conduct window search, and other closing tasks. Assist in recording and certification, final processing and distribution of documents certified by county clerks. May require that Contractor holds or establishes a contract with a closing agent. Pays for closing cost fees such as recording fees. Provide a Settlement

Statement. USIBWC COR or USIBWC Realty Chief will obtain signatures from

USIBWC.

13. Complete Water Rights Package/Administrative Record – The Contractor shall provide a complete water rights package which will include all work activities from start to finish and required water rights documents necessary to secure rights. Such work may include, but is not limited to, title work and title curative work, abstracting, review of title opinions, appraisals and review of appraisals, water rights surveys, legal opinions, negotiations with property owners, expropriation and preparation of purchase and sale documents, transfer documentation, water rights documentation, and correspondence related to the acquisition. All work for the purchase and/or expropriation of real property will be pursuant to Public Law 91-

646, as amended and/or applicable State laws. Final settlement statement shall be provided in both electronic and hadcopy format.

14. The Contractor will advise the USIBWC throughout the acquisition process of any potential issues and provide recommendations.

15. The Contractor should be aware of any other due diligence that may be required for the federal acquisition of water rights and notify USIBWC of any missing requirements as they come up.

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Table 1. List of Initial Parcels for Acquisition

ACCOUNT # PARCEL #

TaxableAcreage/

WaterRightsAcerage

R0200436 4005135436291 1.97

R0200483 4005136202053 2.86

R0201334 4006134324210 1.78

R0201362 4006134336240 0.33

R0201394 4006134347257 0.46

R0201965 4006135018230 1.00

R0202253 4006135269398 4.84

R0217529 4005136323218 0.53

R0218009 4008137134139 0.32

R0218450 4005136395080 0.86

R0218469 4005136332090 1.33

R0228495 4005135089112 3.26

R0229057 4005135210204 1.39

R0241082 4005135114141 2.47

R0307208 4008138262057 4.50

Option Tasks. The USIBWC may issue modifications requiring any Option Task during any phase of the acquisition process, and may require the Option Task more than once. The

Option Tasks are:

1. Option Task A Updated Appraisal. If appraisal is determined insufficient, at the direction of the Contracting Officer under an Option CLIN, the Contractor shall conduct an updated appraisal that shall comply with the Department of Justice

Uniform Appraisal Standards for Federal Land Acquisitions 2016 or subsequent version (UASFLA, a.k.a. the Yellow Book). The appraiser must hold a valid State

Certificate as a Certified General Appraiser for the jurisdiction in which the subject property is located and be in good standing with the licensing authority where the credential was issued. The appraiser must also be familiar with the USPAP and the

UASFLA. Finally, the appraiser must have experience appraising water rights or water righted lands in southern New Mexico within the counties of Doña Ana and

Sierra.

2. Option Task B Curative Work – Be able to perform curative work to address issues encountered in the process stated above (such as title work or other issue), if so directed by the Contracting Officer.

Task 2. Administrative

The Contractor shall designate key personnel, including contract manager, program manager, legal advisor if needed, and real estate specialist or other appropriate staff.

Contractor personnel must posess knowledge and experience with federal acquisitions

Real Estate Services for Water Rights Acquisition, page 6 procedures and transactions and areas pertinent to the Statement of Work, including water rights transactions in New Mexico and water rights due diligence, and appropriate real estate licensure. The Contractor must demonstrate the ability to comply with federal real property acquisition regulations and standards. Contractors must also be licensed or certified to perform real estate services. The Contractor will preferably also demonstrate experience purchasing or dealing with surface water rights and/or water law in New

Mexico. The Contractor shall submit a resume/vitae of all key personnel with the proposal. The key personnel identified in the Contractor's technical proposal are considered essential to the successful completion of the work being performed by the

Contractor under this Contract. If, during the performance of this Contract, the Contractor must utilize key personnel or specialized personnel other than those named in the technical proposal, such substitution shall not be made without prior written approval of the Contracting Officer.

The Contractor shall submit a work plan and an estimated time schedule. The Contractor shall coordinate a virtual kickoff meeting with the COR and draft notes. Timaeframe for execution of successful closings is anticipated to vary, with the initial few taking longer than the latter ones. USIBWC can discuss timetables with Contractor, but USIBWC anticipates that at least 5 parcels will be closed in Fiscal Year 2026 and the remaining in

FY27, with flexibility to adapt the schedule as needed.

Contractor shall provide reports and written deliverables to the USIBWC in electronic formats. Electronic formats shall be Microsoft Word and Adobe Acrobat upon electronic sharing platform such as Sharepoint. Project schedules and schedule updates shall be provided in Microsoft Project or Word.

The Contractor shall advise the USIBWC throughout the period of performance of any potential issues and provide recommendations.

The Contractor shall report progress on each on-going task to the COR through the use of

Monthly Progress Reports and shall accompany and support all invoices. All invoices and accompanying progress reports shall be submitted through Invoice Processing Platform

(IPP). Invoices must correspond to the appropriate service dates.

The USIBWC will designate a team that will include the Contracting Officer, COR, Realty

Office representative, and legal staff to coordinate throughout the process of water rights acquisition. The main point of contact will be the COR.

IV. Government Furnished Materials:

• Documentation available or drafted under previous water rights acquisitions transactions

• Environmental Water Transaction Program Framework Document, March 2015 and appendices, as appropriate

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• Surface Water Rights Appraisal, September 2021

• Appraisal Review Report, September 2021

• Template PSA

• Letters of Intent to Sell and/or PSA

Documents are considered sensitive Government Property and shall not be distributed without prior USIBWC written consent. Any additional technical information may be requested and will be provided by the COR if USIBWC determines the information is distributable. The Contractor shall not disclose the information in appraisals it reviews to any entity other than USIBWC.

V. Period of Performance:

The period of performance shall be through September 30, 2027. POP can be extended at no cost with mutual written agreement, to address potential delays outside of the control of both the Contractor and the Government.

VI. Evaluation criteria:

This contract will be awarded to best value/tradeoff. Evaluation factors are as follows:

(1) Technical understanding of the work,

(2) Knowledge and experience with federal real property acquisitions requirements,

(3) Experience with acquisition of water rights in Doña Ana County New Mexico,

(4) Key personnel qualifications,

(5) Most efficient and effective plan to accomplish the work and quality of technical proposal,

(6) Past performance on similar work

(7) No perceived or actual conflict of interest for prime contractor and any subcontractors, and

(8) Cost.

VII. Contractual Information

This will be priced as firm fixed price, except for curative work which shall be based on an hourly rate for anything above an initial threshold for reasonable amount of work within each task order, as defined by the Contractor in each proposal. Any work above the threshold shall require the approval of the Contracting Officer. The Contracting Officer will issue Notice to Proceed on any Task noted as an Option.

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VIII. Quality Assurance

The Contractor performance and deliverables shall be subject to review by USIBWC technical staff and management to ensure adequacy, accuracy, and completeness. If project performance and deliverables do not meet the USIBWC acceptance criteria, the

USIBWC may ask for multiple revisions at no cost to the Government and at the sole cost of the Contractor, and USIBWC reserves the right to issue corrective action to remedy the deficiencies in the quality of work. Corrective action may include withholding of payment and denial of schedule modifications until project deliverables are met. The

USIBWC acceptance criteria may include percent complete; timeliness of scheduled deliverables; degree of technical accuracy and coverage of subject; compliance with legal requirements and industry standards; efficacy. In limited circumstances, the USIBWC may request that advance copies of deliverables be provided for review prior to completion of the full deliverable. The COR shall review, for completeness, preliminary or draft documentation that the Contractor submits, and may return it to the Contractor for correction. Absence of any comments by the COR shall not relieve the Contractor of the responsibility for complying with the requirements of this SOW. Final approval and acceptance of deliverables required herein shall be by letter of approval and acceptance by the COR.

IX. Data and Information Management/Control of Documents

All documents, reports, photos, and data that are produced as a result of this Contract are property of the USIBWC and shall not be released outside the USIBWC. Appraisals are particularly sensitive and release is not allowed. Contractor shall take precautions to protect Personally Identifiable Information.

Distribution of studies, reports, photos, or data in any stage of development or completion to other than the addressee as identified in each contract shall not be made without the

Contracting Officer’s approval. The Contractor shall submit any request for distribution other to the addressee to the Contracting Officer. The Contractor shall not duplicate or distribute in any form or manner any material generated during the performance of this

Contract. No public release is authorized without the express written consent of the

Contracting Officer.

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Table 2: Example of Chronology of Steps for Federal Acquisition of EBID

Surface Water Rights:

USIBWC Environmental Water Transaction Program for the RGCP

1. Purchase and Sale Agreement Development (USIBWC)

a. Confirm Seller Interest (USIBWC)

b. Appraisal (Programmatic Appraisal, unless update or individual appraisal is needed) (USIBWC via separate contract)

c. Negotiation Period (USIBWC)

d. USIBWC Purchase Request and Obligation of Funds (USIBWC)

e. Purchase and Sale Agreement (PSA) Draft (USIBWC)

f. Purchase and Sale Agreement (PSA) finalized (USIBWC and landowner)

2. Acquistion and Contingency Period (*Contractor unless otherwise noted)

a. Preliminary Title Report on Land

b. Appraisal Review (Programmatic Appraisal Review, unless update or individual appraisal is needed) (This could be done in part 3 by

USIBWC under separate contract.)

c. Notification to Title Company/ Closing Agent

i. Notification to Title and Abstract Company to proceed

d. Escrow opened

e. Satisfaction Contingencies

i. Release of Liens (Release of Mortgage Lien on Water Rights, may require Broker’s Opinion)

ii. Water Rights documentation

1. stipulated subfile order

2. irrigation district records

3. Irrigation District Water Rights Transfer

a. Application for a voluntary suspension and transfer hearing

b. Board approval

4. OSE Water Transfer, if necessary

f. Legal Opinion - Title and Water Rights

g. Agency Review (USIBWC Legal)

h. Preliminary Title Opinion – USIBWC Legal (review of preliminary title report, release of lien, legal opinion, etc)

3. Review of Closing Instructions and Forms

a. Review of closing instructions, draft deed, non-foreign affidavit, etc

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4. Closing

a. Window Title Search

b. Transfer of Funds

c. Notification of District Court, OSE, Irrigation District, etc

d. Recording

5. Post Closing

a. File notes for Audit, and administrative record

b. DOJ Confirmation and Final Title Opinion (USIBWC)