Title Services Scope of Work and Deliverables.pdf

DESCRIPTION/SPECIFICATIONS

FOR DELIVERY OF TITLE EVIDENCE

AND ACQUISITION CLOSING

PART 1-GENERAL

1. WORK TO BE DONE. The work to be done under these specifications consists of furnishing and delivering Owner's Guarantee (Insurance) Policies or Certificates of Title and Continuations thereof in the form of preliminary, interim or final policies, certificates of title, interim binders, or endorsements, and perform the acquisition closing when necessary, as appropriate, as set forth on the Schedule to which these specifications are attached. Except where certificates are clearly referred to separately, all references hereinafter to "Policies" and "Continuations" shall apply to the forms of title evidence specified by said Schedule. Without regard, however, to the attached schedule, the preference for insuring documents is Policies and Preliminary Policies (or Certificates only where this is the prevailing local practice). The Government will not accept delivery of certificates except where the Contractor's title insurance company does not issue policies for any lands located in the state wherein the property to be insured lies.

2. NOTIFICATION OF WORK TO BE DONE. DD Form 1449 shall be used to order the above Policies and Continuations in accordance with the specifications in this contract. This form may be referred to as a "Task Order" or "Delivery Order." The delivery order will list those items from the price breakout schedule that are to be performed and delivered. A separate delivery order will be issued for each item(s) as needed.

3. QUANTITY OF WORK. The quantities listed in the price breakout schedule are approximate and are provided as information only to assist in preparation of the cost proposal. They are not guaranteed and the actual quantities may be more or less than shown. Variation in these estimated quantities shall not be justification for modification of the contract or request for additional payment. Award of a contract does not guarantee that the Government will order all of the items listed under the contract from the Contractor. The Government reserves the right to perform any portion of the items listed.

4. OWNERSHIP.

(a) One Preliminary Policy will be furnished for each contiguous area of land in identical ownership. Land will be deemed contiguous even though portions thereof are separated by roads, railroad rights-of-way, streams, etc. If there has been a severance of the surface and the subsurface of the land, determination of what constitutes a tract will be based on ownership of the surface. Unless otherwise specified in the delivery order, the Preliminary Policy shall cover the entire ownership of the tract. The contractor shall identify all owners of the tract unless there are severances. If there are severances, the contractor shall identify the owner of the surface estate and shall indicate as an exception where each severance from the fee simple takes place (e.g. a coal severance or an oil and gas reservation) with the appropriate vesting instrument (e.g. the Deed Book and Page where it occurred, the date, and the type of severance [oil, gas, etc.]. The contractor shall note all title exceptions which include, but are not limited to: mineral severances, rights of way, mineral leases, out-conveyances, etc. The Government shall be apprised of all defects so that the curative measures can be taken by the Government, The Preliminary Policy shall furnish pertinent information such as parties, dates and recordation data regarding mineral severance deeds and the deeds under which the present owner or owners of the minerals acquired title thereto.

(b) Where there has been a severance of the surface and subsurface of the land, it is contemplated that there may be multiple acquisitions pertaining to the same tract of land. In the event the contractor has furnished a Final Policy covering acquisition of the surface owner's interest in the land, the Contracting Officer reserves the right to order Intermediate Policies and Final Policies covering the acquisition of the outstanding minerals underlying the same tract. The Government understands that acquiring a policy for any subsurface minerals may be difficult; therefore, if the Government wants to acquire minerals, the Contractor shall provide a policy covering the entire fee simple tract because the Government will eventually acquire all interest in the fee tract.

(c) If the Government wants to order a mineral title based on the reported severances, only then shall the Government notify the contractor in writing to perform that examination. The contractor shall identify the full ownership of the strata it is interested in (e.g. the Pittsburgh seam of coal, the oil and gas, the Marcellus shale, etc.). All owners of that particular subsurface strata shall be identified, If during the mineral title examination the contractor discovers an active leasehold, the contractor shall identify the owners of the leasehold, including, but not limited to the owners of the leasehold itself, any wells and their respective ownership - overriding royalties, working interest, and net revenue interest in the well or leasehold. The Contractor shall be paid for such Intermediate and Final Policies at the appropriate unit prices set forth in the schedule.

5. REMUNERATION.

(a) Payment shall be made for Preliminaries, Intermediates, Closings if requested and Final Policies ordered and delivered on the item basis and at the unit price provided in the contract. When a Preliminary Title Commitment is ordered, an Intermediate and/or Final Policy and Closing as requested shall be provided by the contractor even if the contract has expired by its terms or the Government terminates the contract for any reason.

Payment shall also be made if 30-year unbroken chain of title search known as a Verification is requested by the Government.

(b) Invoices setting forth tract numbers and names of vendors will be submitted in quadruplicate for Preliminaries, Intermediates, Final Policies and Closing if requested upon delivery thereof. The invoices must specify when the charges are for Preliminary, Intermediate and/or Final Policies and Closing if requested, and will itemize, as a separate item, the cost of title insurance, which charge shall not include any amount for search fees or the like, but be limited solely to the title insurance premium. Payment for title insurance shall be made along with payment for the Final Title Policy showing title to be vested in the United States of America or the local sponsor, as applicable. The contractor shall assume and pay all charges of the company issuing the policies to be furnished under this contract. If court judgments result in the need for endorsements to the Title Policy to increase the limits of liability, payment in such cases will be limited to the fee for the endorsement and the units of title insurance in excess of the units covered by the previously issued Title Policy or endorsement.

(c) The contractor shall review any and all additional curative actions submitted by the Government, discuss any proposed curative actions with Corps legal staff, and will delete, remove and/or amend exceptions in compliance with law. The contractor will have open communications with the Corps legal staff, including communications by phone, facsimile and electronic mail, with a view toward curing title deficiencies.

Any time or costs associated with such discussions will not be billed separately, but instead is factored in the contract price for the title evidence items specified herein.

PART 2 - EXECUTION

6. The Contractor represents and it is a condition of any obligation of the Government hereunder, that the corporation which is to issue title policies hereunder, is authorized and qualified in the State where the land is located. Due to the inherent legal functions and interaction between Office of Counsel and the contractor, the contractor must be a licensed attorney or law firm. The written proposal of charges must be accompanied by the written commitment of a corporation so qualified, to issue title policies and continuations ordered hereunder, and a statement by said corporation that the contractor\attorney is its agent and can issue policies in its name.

7. The Contractor shall in all instances adhere to the Department of Justice, Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016), or any successor thereto as may be in existence at the time of delivery. The standards can currently be found at http://www.justice.gov. Furthermore, the contractor shall adhere to any other state or federal laws where the property to be searched is located.

8. The Preliminary Policies to be furnished shall be based on a thorough search and examination of the public records affecting the title to the land, and shall contain the legal description of the property. The Contractor shall correct or revise the source or derivation of title of the present owner or owners, contained in such description, if necessary, or otherwise furnish an appropriate derivation of title as required by law or local practice. The policy shall be unqualified as to the period of search (THIS MEANS THE CONTRACTOR SHALL BEGIN ITS SEARCH AT THE PATENT, OR AS CLOSE THERETO AS POSSIBLE AND BRING THE TITLE FORWARD TO THE PRESENT DAY, UNLESS OTHERWISE SPECIFIED BY THE GOVERNMENT), shall contain the legal description of the property, and shall be immediately followed by a reference to the source of title of the present owner. The Preliminary Policy shall be issued only on the most recent forms approved by the Attorney General of the United States and the American Land Title Association for acquisitions by the United States. (The following information, though correct at the time this specification was written, is provided for the contractor's information only, and is not guaranteed: American Land Title Association (ALTA) U.S. Policy (9-28-91) Revised (12-3-12) form is the ONLY currently approved policy form. ALTA U.S. Policy - 1963 is not approved for use after March 30, 1995). Delivery of policies on forms other than those so approved will be considered a nonconforming delivery.

This approved form shall be used for both the Preliminary and Intermediate Commitments. Delivery of certificates shall be considered a nonconforming delivery in any state where the insurer issues policies to any client, or if the certificate is not the most recent approved form for acquisitions by the United States. Some or all of the lands to be insured may be acquired in the name of an entity other than the United States of America. If so, the entity will be a sponsor of the project as contemplated by the Water Resources Development Act of 1986. If requested by the Government, the Preliminary Policy shall offer to insure the United States of America or the local sponsor. If title to the lands is taken in the name of the local sponsor, then the Final Title Policy or certificate shall be issued on the title company's policy or certificate then in use for non-federal acquisitions, notwithstanding that the preliminary policy or certificate was issued on the federal form.

In addition, Title Policies for tracts acquired by condemnation proceedings shall include information regarding the United States' immediate predecessor in the title, in language similar to the following:

"Title to the estate or interest covered by this Title Policy at the date hereof is vested in the United

States of America by virtue of a Declaration of Taking, as evidenced by Lis Pendens Notice or [or Judgment on Declaration of Taking], dated _______________, recorded in _____________ Book _________, page _________ of the records of ____________, _________ . Prior to the Declaration of Taking, title was vested in ____________ ."

9. The Title Policy will disclose the name or names of the record owner or owners of the property described therein.

Where subsurface estates or interests in the property to be acquired are owned by persons, corporations, or other legal entities, other than the owners of the surface estate, the present record owners of each such outstanding estate or interest and all pertinent data relating thereto shall be shown in the Title Policy unless otherwise specified in the order. Furthermore, if a mineral title is ordered, the contractor shall identify the ownership as described in Paragraph 4(c) of this SOW.

10. Title policies shall be executed and submitted in quadruplicate and shall contain in Schedule B thereof the names and addresses, as disclosed by the public records, of all persons or entities having any liens on or rights or interests in the property described therein, in order that they may be joined as parties defendant in a condemnation proceeding if one is necessary.

11. The Title Policy shall contain sufficient information concerning defects, liens, encumbrances, and other matters excepted, to enable an attorney examining the policy to determine the nature and extent of such exceptions and their probable effect on the validity of the title to the land described. It shall also state or be accompanied by a report specifying the evidence or action, if any, which will be acceptable to the corporation issuing the policy, as a basis for the issuance of a Continuation deleting each such defect, lien, encumbrance, and other matter from the Title Policy.

12. Each policy shall contain a detailed statement of any taxes and special assessments of record which are a lien on the property described. Such statement will include, at a minimum, the current assessment information, including name of taxpayer, district (if applicable) assessment, and dollar amount. The statement will also either clearly itemize all delinquent taxes or affirmatively state that there are no delinquent taxes.

13. If the policy contains any objection with respect to liens for taxes, assessments, or bonds of a special improvement district, such objections will be followed by references to the statutes pursuant to which such special improvement district was organized, its taxes and assessments levied and its bonds issued and any other facts necessary to enable an attorney examining the policy to determine the nature and extent of the lien, if any, created by such taxes, assessments, or bonds, on the land described therein.

14. If the policy shows title in a record owner who is deceased, it shall also state therein, or be accompanied by a statement indicating whether a judicial proceeding, affidavits of heirship, or some other form of proof will be acceptable to the title company as the basis for the issuance of a Title Policy showing title in the United States upon execution and recordation of a deed to the United States from such persons shown by such proof to be all heirs of the deceased.

15. If the policy shows record title in a state, county municipality, or other subdivision of the state, or in a corporation, or a church or other religious, educational, or charitable institution or organization, or in a person or persons acting in a fiduciary or similar capacity, without authority to convey the property in the absence of specific authorization, the policy shall disclose the incapacity of or limitation on the authority to convey the property and shall specify what action, if any, is necessary before a valid conveyance of the property may be made to the United States and what proof thereof will be required by the title company before issuing a Title Policy showing valid title to the property in the United States.

16. Policies containing any exception or objection with respect to rights or possible rights under the provisions of Section 13 of the Selective Training and Service Act of 1940 (50 USC App. 313), or the Soldiers and Sailors Civil Relief Act of 1940, as amended (50 USC App. 501-509) must:

a. Contain the name of each person having such rights, and the address of any such person, if known.

b. Contain or be accompanied by a statement of the company issuing the policy showing the nature and extent of the interest in the land of each such person, and

c. If any such person has an actual interest in the land, contain or be accompanied by a transcript of the proceeding giving rise to such rights and disclose the action, if any, taken in the proceeding to comply with the requirements of said Acts.

17. Each Policy and Continuation shall be executed in quadruplicate by a duly authorized officer of the issuing corporation, shall bear the corporate seal of such corporation, and shall be countersigned by the proper officer of the corporation, where necessary. The Title Policies, as amended by the final Continuation thereof, shall not except from the corporation's liability, any defects, liens, encumbrances, or other matters of record set forth in the original policy which are waived by the corporation or its duly authorized representative before closing of the acquisition, nor shall such amended policies contain any exception with respect to any matter affecting the title as of the date of the original Policy, or its continuations, which was not disclosed in the original Policy, or its continuations. The Contractor also agrees, if requested by the Contracting Officer, to pass upon the proposed deed of the property to the United States or the local sponsor and the sufficiency of the deed to vest in it valid title to the property described in Schedule "A" of the Interim Binder or Title Policy. For these purposes the Contractor shall designate a local representative authorized by it to pass upon the form and sufficiency of the curative material, to waive objections, in the Interim Binder or Title Policy and approve the proposed deed to the United States. The Contractor shall, if so requested, have its representative present at the closing of the purchase transaction to determine the current status of the affected titles.

18. The Contractor agrees to report changes in ownership and/or to eliminate or cause to be eliminated from the Title Policy by intermediate Continuations thereof, objections disclosed in the Title Policies issued hereunder when ownership changes occur and when curative material obtained by representatives of the United States or others is acceptable to the title company issuing the Title Policies hereunder.

19. "Continuation" is defined as a printed or typed amendment to the Title Policy previously issued by the title company, which extends the effective date of the original policy, and executed in the same manner as the original Title Policy, and may be either an intermediate or final Continuation. The intermediate Continuation shall reflect the condition of title subsequent to the date of the original Title Policy and prior to the date of closing of the acquisition; the final Continuation shall reflect the vesting of title in the United States. The Continuations shall be issued only upon written order of the Contracting Officer or duly authorized representative. Endorsements which merely delete exceptions from the original policy due to presentation to the title company or the contractor of satisfactory curative matter and which do not require any search of courthouse records are not continuations within the meaning of this contract.

20. If the corporation which is to issue Title Policies hereunder customarily insures marketability of title in the locality where the land is situated, the Policies to be issued hereunder shall not contain the paragraph headed "Refusal to Purchase" under "General Exceptions" of the aforesaid approved Title Policy, but shall insure the marketability of the title.

DELIVERIES OR PERFORMANCE

21. DELIVERY OR PERFORMANCE. Work shall be made only as authorized by delivery orders issued in accordance with the Ordering Clause. Subject to any limitations in the Delivery-Order Limitations Clause or elsewhere in this contract, the Contractor shall furnish to the Government all Policies and Continuations specified in the Schedule and called for by the issued delivery orders. The Government may issue orders requiring delivery to multiple locations.

22. PERIOD OF CONTRACT. The period of this Blanket Purchase Agreement (BPA) contract shall be five (5) years beginning upon receipt of the fully signed and executed BPA contract. It shall continue until terminated in writing by the Contracting Officer or upon successful completion of all task orders which shall not have a combined total of more than $2,000,000.00. Each

23. GEOGRAPHY OF CONTRACT. The coverage area of this contract shall be Tennessee, North Carolina, Kentucky and Virginia. Huntington District (LRH) of USACE shall be allowed to borrow capacity from our BPA’s.