TITLE INS.pdf

US ARMY CORPS OF ENGINEERS, NEW YORK

26 FEDERAL PLAZA, RM 1843

NEW YORK NY 10278-0090

212 264-0238 212 264-3013

UNDER DPAS (15 CFR 700)

11. DELIVERY FOR FOB

RFQ

SEE SCHEDULE

14. METHOD OF SOLICITATION

IFB RFP

CODE

SEE ADDENDUM

BLOCK IS MARKED

DESTINATION UNLESS

12. DISCOUNT TERMS

(No Collect Calls)

13b. RATING

13a. THIS CONTRACT IS A RATED ORDER

X

CODE

W912DS-09-T-0048 04-Sep-2009

b. TELEPHONE NUMBER

917-790-8172

8. OFFER DUE DATE/LOCAL TIME

2:00 PM 11 Sep 2009

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV 3/2005)

Prescribed by GSA

FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER) 31c. DATE SIGNED

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

22. UNIT 23. UNIT PRICE 24. AMOUNT21. QUANTITY

CODE 10. THIS ACQUISITION IS

UNRESTRICTED

FAX: NAICS:

TEL:

CODE 18a. PAYMENT WILL BE MADE BYOFFEROR

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TEL.

W912DS

SIZE STD:

9. ISSUED BY

FACILITY

CODE

17a.CONTRACTOR/

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

SEAN P IMBS CPT

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES

SEE SCHEDULE

TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

SB

HUBZONE SB

SET ASIDE: % FOR

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

TEL: EMAIL:

0 COPIES

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

.OFFER DATED YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT: REFERENCE

8(A)

SVC-DISABLED VET-OWNED SB

EMERGING SB

X

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

SEE SCHEDULE

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/ SERVICES 21. QUANTITY 22. UNIT 24. AMOUNT

PAGE 2 OF

23. UNIT PRICE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV 3/2005) BACK

Prescribed by GSA

FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

W912DS-09-T-0048

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

Preliminary Report of Title Condition

FFP

Preliminary Report of Title Condition including all exceptions provided in a standard title insurance commitment for Land Ports of Entry (LPOE) for the U.S.

Customs and Border Patrol.

LINE ITEM NO 0001 IS FOR INFORMATION ONLY, it is not a BID CLIN.

FOB: Destination

Information Only

NET AMT Information Only

0001AA 1 Lump Sum LPOE --Cannon's Corner, NY

FFP

Preliminary Report of Title Condition Adjacent to the Land Port of Entry (LPOE)--Cannon's Corner, NY

8.77 Acres

Mooers Fork, NY Proposed insured is the U.S. Government

NET AMT

0001AB 1 Lump Sum LPOE -- Churubusco, NY

FFP

Preliminary Report of Title Condition Adjacent to the Land Port of Entry (LPOE)--Churubusco, NY

9.0 Acres

Churubusco, NY

0001AC 1 Lump Sum LPOE -- Morses Line, VT

FFP

Preliminary Report of Title Condition Adjacent to the Land Port of Entry (LPOE)--Morses Line, VT

10.2 Acres

Morses Line, VT

0001AD 1 Lump Sum LPOE -- Pinnacle Road, VT

FFP

Preliminary Report of Title Condition Adjacent to the Land Port of Entry (LPOE)—Pinnacle Road, VT

11.3 Acres

Richford, VT

0001AE 1 Lump Sum LPOE -- Pittsburg, NH

FFP

Preliminary Report of Title Condition Adjacent to the Land Port of Entry (LPOE)-- Pittsburg, NH

12.2 Acres

Pittsburg, NH

Title Insurance Policy

FFP

Title Insurance Policy to be quoted at the respective State rate per thousand dollars of insurance requested for Land Ports of Entry (LPOE) for the U.S. Customs and Border Patrol.

LINE ITEM NO 0002 IS FOR INFORMATION ONLY, it is not a BID CLIN.

Information Only

NET AMT Information Only

0002AA 1 Lump Sum LPOE -- Cannon's Corner, NY

FFP

Title Insurance Policy Adjacent to the Land Port of Entry (LPOE)--Cannon's Corner, NY

8.77 Acres

Mooers Fork, NY

0002AB 1 Lump Sum LPOE -- Churubusco, NY

FFP

Title Insurance Policy Adjacent to the Land Port of Entry (LPOE)--Churubusco, NY

9.0 Acres

Churubusco, NY

0002AC 1 Lump Sum LPOE -- Morses Line, VT

FFP

Title Insurance Policy Adjacent to the Land Port of Entry (LPOE)--Morses Line, VT

10.2 Acres

Morses Line, VT

0002AD 1 Lump Sum LPOE -- Pinnacle Road, VT

FFP

Title Insurance Policy Adjacent to the Land Port of Entry (LPOE)—Pinnacle Road, VT

11.3 Acres

Richford, VT

0002AE 1 Lump Sum LPOE -- Pittsburg, NH

FFP

Title Insurance Policy Adjacent to the Land Port of Entry (LPOE)-- Pittsburg, NH

12.2 Acres

Pittsburg, NH

TOTALS

CLIN 0001 Preliminary Report of Title Condition

0001AA LPOE Cannon’s Corner, NY $____________

0001AB LPOE Churubusco, NY $____________

0001AC LPOE Morses Line, VT $____________

0001AD LPOE Pinnacle Road, VT $____________

0001AE LPOE Pittsburg, NH $____________

CLIN 0002 Title Insurance Policy

0002AA LPOE Cannon’s Corner, NY $____________

0002AB LPOE Churubusco, NY $____________

0002AC LPOE Morses Line, VT $____________

0002AD LPOE Pinnacle Road, VT $____________

0002AE LPOE Pittsburg, NH $____________

TOTAL $_____________

Section C - Descriptions and Specifications

SCOPE OF WORK

Scope of Work

1. The Government requests the provision of certain title services to be completed by a qualified Contractor under such qualifications delineated herein. The Contractor represents and it is a condition of any obligation of the Government hereunder, that the entity issuing the Title Commitment(s) and Title Policies hereunder, is authorized and qualified in the State where the land is located. If the Contractor is an attorney, 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.

2. In its submitted bid the Contractor must specify when charges for work to be done are for Preliminary, Intermediate and/or Final Policies and will itemize, as separate items, the cost of Title Insurance, including the costs of providing Title Commitment(s) and Policies and any continuations and/or endorsements thereof, and any amount for search fees, copying fees, recording fees, and document review fees. Payment shall be made to Contractor upon receipt by the Government of Final Title Policies and such other Title Services as identified herein acceptable to the Government so ordered and delivered and upon receipt by the Government of an invoice provided by the Contractor. Payment for Final Title Policies by the Government is contingent upon such Final Title Policies acceptable to the Government and showing clear title to be vested in the United States of America and its assigns. Payment to the Contractor for Final Title Policies and such other Title Services must be in accordance with title insurance premiums, charges, and rates that are on file, customary, or approved by the applicable state agency regulating the writing of title insurance in the State wherein the subject property is located. If upon notice by the Government to cancel an order concerning work to be done but not yet delivered, the Contractor shall immediately cease the work to be done.

3. 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 Policies 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 Policies or endorsement.

4. The Contractor shall in all instances adhere to the Department of Justice, Title Standards 2001, or any successor thereto as may be in existence at the time of delivery.

The standards can currently be found at http://www.usdoj.gov/enrd/2001_Title_Standards.html. In case of any inconsistencies between this Scope of Work and the DOJ Title Standards 2001, the DOJ Title Standards 2001 shall control; however, this Scope of Work may provide for more stringent requirements wherein necessary and such requirements will then control.

5. The work to be done under this Scope of Work consists of furnishing and delivering Owner's Title Commitment(s) and Policy (or Policies) and Continuations thereto and issued in the form of preliminary, interim or final policies, interim binders, or endorsements, as appropriate as requested by the Government and concerning property or properties located as follows: Cannon's Corner, New York (approximately 8.77 acres);

Churubusco, new York (approximately 9.0 acres); Morse Line, Vermont (approximately

10.2 acres); Pinnacle Road, Vermont (approximately 11.3 acres); and Pittsburg, New Hampshire (approximately 12.2 acres).

6. The work to be done also includes copies of all the items noted as exceptions in Schedule B of the Preliminary Title Commitment(s) to be issued, also including, but not limited to, all recorded Plats of the subject property or properties, subdivision drawings and copies of deeds indicating sales of portions of the subject property or properties. The Contractor shall provide the copies of the Schedule B exceptions, recorded Plats, subdivision drawings and deeds along with the Preliminary Title Commitment to the Government in one package and this will be considered the Preliminary Title Commitment Package.

7. The Contractor shall insure that, prior to or at closing, specially listed closing requirements in Schedule B of the Preliminary Title Commitment(s) are satisfied. Unless otherwise specified, the work to be done shall cover the entire fee ownership of the tract, and if certain estates, mineral interests or other subsurface interests are vested in other than the owner or owners of the surface, the work to be done specified herein shall cover all such outstanding estates or interests.

8. The Contractor shall provide to the Government Preliminary Title Commitment(s) Package as requested within a seven (7) calendar-day period from the date that such request or order is placed, unless arrangements are made between the Contractor and the Government for earlier delivery.

(a). The Preliminary Title Commitment(s) to be delivered by the Contractor shall recite the proposed insured to be the United States of America and its assigns and the proposed interest to be insured as requested by the Government, for example, fee or easement, and shall disclose the name or names of the record owner or owners of the property described therein and each outstanding estate or interest relating to the property described.

(b) The Preliminary Title Commitment(s) shall cover the entire ownership of the tract(s) and if certain estates or subsurface interests are vested in others than the owner or owners of the surface, the Preliminary Title Commitment(s) shall cover all such outstanding estates or interests. The Preliminary Title Commitment(s) 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. 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.

(c) The Preliminary Title Commitment(s) shall contain sufficient information concerning defects, liens, encumbrances, and other matters excepted therein, to enable a party examining the policy to determine the nature and extent of such exceptions and their probable effect o the validity of the title to the land described therein. The Preliminary Title Commitment(s) shall also include or be accompanied by a list of requirements specifying the evidence or action, if any, which will be acceptable to the title company issuing the policy with such defect, lien, or encumbrance deleted from the Final Title Policy. The Preliminary Title Commitment(s) shall contain a detailed statement of any taxes and special assessments of record which are a lien on the property described.

If the Preliminary Title Commitment(s) contain 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 a party examining the commitment to determine the nature and extent of the liens, if any, created by such taxes, assessments, or bonds, on the land described therein.

9. Final Title Policy(s) shall be delivered within sixty (60) days from the closing date (when the acquisition document recording date or when closing funds are disbursed).

Originally recorded deeds shall accompany the delivery of the Policy(s); or in the event the recorded acquisition document(s) is not yet available from the Recorder’s office, copies of the recorded and stamped instrument(s) or official documentation of recording data of liber and folio shall accompany the Policy(s). In the latter event, the recorded instrument shall be forwarded to the Government when it is received by the Contractor.

(a) The Title Policies issued shall denote the insured on the Policies as the United States of America and its assigns, delineating the interest to be insured.

(b) The Title 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(s) of the properties as furnished by the Government. 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 Title Policies shall be unqualified as to the period of search, shall contain the legal description of the property as furnished by the Government, and shall be immediately followed by a reference to the source of title of the present owner.

(c) Any Preliminary Title Policies and Final Title Policies 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 form is the ONLY currently approved policy form; but see the DOJ Title Standards 2001 previously denoted herein and identifying the form of ALTA

U.S. Policy 9/28/91 for further reference). Delivery of policies on forms other than those so approved will be considered a nonconforming delivery.

(d) 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 and its assigns 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 ____________ ."

(e) Title Policies 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 Policies unless otherwise specified in the order.

(f) Title Policies shall be executed and submitted in quadruplicate (five (5) copies) 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.

(g) Title Policies 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. Title Policies 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.

(h) Each Title 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.

(i) If a Title 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.

(j) If a Title 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.

(k) If a Title 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 Title 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.

(l) Title 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.

(m) Each Policy shall be executed in quadruplicate (five (5) copies) 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 shall not except 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 or authorized representative on behalf of the Contracting Officer, to pass upon the proposed deed or other acquisition document of the property to the United States and the sufficiency of that deed or other acquisition document 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.

(n) 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.

(o) If the entity 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.

10. The Contractor shall coordinate the preparation, finalization and execution of the document to secure the interest to be insured (hereinafter “acquisition document”) with the Government and the Government’s assigned attorney and/or representative.

11. The Contractor will be responsible for insuring that the acquisition document, including insuring that the property description as furnished by the Government, is in recordable form. At the time of closing, the Contractor shall have the seller execute the Government furnished closing sheet, shall have the acquisition document executed and notarized by the subject property owners and disburse funds if requested by the Government. The Contractor shall record the acquisition document and pay any recording fees associated with recording such document. As part of recordation of the deed, the Contractor shall submit to the Recorder of Deeds the Government completed transfer tax and value form in which the Government will declare an exemption for the particular State or Commonwealth in which the land is situate. In some instances, it may be appropriate for the Contractor to assist in preparing State and County/City transfer tax and value forms. At the request of the Government, closings may be performed by mail.

12. If the acquisition document is to acquire a fee interest, the Contractor shall insure that all taxes relating to the property, including but not limited to, school and similar local taxes against the land, and water and sewer charges shall be satisfied or escrowed as necessary before or at closing – to include all liens relating to the same – at no additional charge to the Government. Similarly, the Contractor shall insure that all mortgages, judgments, liens and similar monetary encumbrances are discharged and, where necessary, obtain releases from all mortgage companies, or appropriate persons or entities, have them recorded, and pay any recording fees. Partial releases in fee acquisitions are acceptable as long as the Government’s title is free of the mortgage or lien. Mortgages, judgments, liens and similar monetary encumbrances in easement acquisitions shall be discussed with the Government attorney or Government authorized representative to determine whether satisfaction of the same, partial releases/subordinations will be required by the Government. All releases, partial releases, subordinations, or other similar mortgage documents, whether prepared by the lender or the Contractor, and related recording fees shall be provided at no additional cost to the Government. The closing services by the contractor shall be discussed and arranged with the Government attorney and/or Government authorized representative as necessary to meet the target closing dates for Project scheduling requisites. A copy of the executed deed and any work to be done as identified herein is to be sent to the Corps of Engineers, Real Estate Division, ATT: Mr. Thomas Herington, 26 Federal Plaza, Room 2007, New York, NY 10278 express services and by the next business day.

13. The Contractor shall review any and all additional curative actions submitted by the Government, discuss any proposed curative actions with the Government attorney, and will delete, remove and/or amend exceptions in compliance with law. The Contractor will have open communications with the Government attorney, 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 will be factored into the contract price for the title evidence items specified herein.

14. At a minimum, such form of title services requested herein must identify the following:

1) the fee holder to the subject property; 2) the nature of the instrument conveying title to the fee holder; 3) the name or names of the parties to the instrument granting title to the fee holder including the legal designations or marital status of the parties to the instrument; 4) the description of the land involved; 5) any taxes and special assessments due, liens, easements, covenants, restrictions, and/or other encumbrances thereon, identifying therein the party or parties holding such an interest; 6) the dates of execution, acknowledgment, and recordation of any liens, easements, covenants, restrictions, and/or other encumbrances thereon and the place of recordation; and 7) the date and due date of any unsatisfied mortgages or deeds of trusts.

15. The period of search for such title services requested herein shall, wherever possible, begin with some undisputed source of title, such as an original grant or patent from the sovereign. If it is shown to be impossible or impracticable for the period of search to begin with such grant or patent, the form of the requested title services provided shall begin with the earliest available record and include: 1) evidence that there has been an original patent or grant of the subject property or properties in question from the sovereign or that a local statute provides for the running against the sovereign of the statutory period for obtaining title by adverse possession, and; 2) a certificate stating that no reservations, limitations, encumbrances or defects in the title, except as shown in the certificate, are known to exist.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.204-7 Central Contractor Registration APR 2008 52.213-2 Invoices APR 1984 52.233-3 Protest After Award AUG 1996 252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (MAR 2009)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered;

and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement or any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) the Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Central Contractor Registration (CCR). (1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims).

Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUN 2009)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

_(X)_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

_(X)_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_(X)_(4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (MAR 2009) (Pub.

L. 111-5).

___ (5) 52.219-3, Notice of HUBZone Small Business Set-Aside (Jan 1999) (15 U.S.C. 657a).

___ (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___ (7) [Reserved].

___ (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-6.

___ (iii) Alternate II (MAR 2004) of 52.219-6.

___ (9)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___ (ii) Alternate I (OCT 1995) of 52.219-7.

___ (iii) Alternate II (MAR 2004) of 52.219-7.

___ (10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).

___ (11)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15 U.S.C. 637(d)(4)).

___ (ii) Alternate I (OCT 2001) of 52.219-9

___ (iii) Alternate II (OCT 2001) of 52.219-9.

___ (12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

___ (13) 52.219-16, Liquidated Damages--Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT

2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___ (ii) Alternate I (JUNE 2003) of 52.219-23.

___ (15) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting

(APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (16) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (OCT 2000)

(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

___ (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (MAY 2004)

(U.S.C. 657 f).

___ (18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C. 632(a)(2)).

_(X)_ (19) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

_(X)_ (20) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).

_(X)_ (21) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

_(X)_ (22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

_(X)_ (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of theVietnam Era, and

Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

___ (24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29

U.S.C. 793).

_(X)_ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and

Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

___ (26) 52.222-39,…