PWS RPN Title Closing Svcs_21Jan20.pdf

PERFORMANCE WORK STATEMENT

Real Property Title Evidence, Insurance and Closing Service Blanket Purchase Agreement Supporting Rio Puerto Nuevo Flood Control Project (Ct 1) Land Acquisitions

San Juan, Puerto Rico

21 January 2020

1. GENERAL INFORMATION

This Performance Work Statement (PWS) provides for real estate title and closing services under a Blanket Purchase Agreement (BPA) in support of land acquisitions by the U.S. Army Corps of Engineers Jacksonville District Real Estate Division (SAJ-RE), and on behalf of the Commonwealth of Puerto Rico Department of Natural and Environmental Resources (DNER) [Departamento de Recursos Naturales y Ambientales (DRNA)]. The U.S.

Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the U.S. Government.

1.1 Description of Services: The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, quality control, and other items necessary to issue real property American Land Title Agency (ALTA) U.S. title insurance policies and perform related title clearance and sale transaction closing services in the Commonwealth of Puerto Rico as defined in this PWS, except for those items specified as government furnished property and/or services. The Contractor shall perform to the standards in this

BPA.

1.2 Background: SAJ-RE is the requiring activity seeking a qualified Contractor to perform real estate title insurance issuance and closing services for a fast paced Federal project covering land acquisition within the Commonwealth of Puerto Rico. The BPA will support the acquisition of up to twenty four (24) parcels of land or real property interests, both permanent and temporary, on behalf of the DNER by the U.S. Government. The parcels are located in Puerto Rico. The land is needed for a segment of a Federal flood control project, design and construction of which is managed by SAJ..

1.3 Objective:

a. Provide a 60-year title search (40-year if appraised value is less than $50,000) and provide a Preliminary ALTA U.S. Policy (9-28-91 (Revised 12-3-12) Title Commitment within fifteen (15) working days of request. Reports shall include title evidence with certified English translations of deed, legal description, chain of title, and all other underlying documents.

b. Resolve exceptions to title with: owners, heirs, lenders, attorneys, utilities, brokers, courts, government agencies, or any other potential lienholder or encumbrance within thirty (30) working days of receiving an executed Offer To Sell (OTS) contract.

c. Upon receipt of an executed OTS from the Contracting Officer (KO) or Contracting Officer Representative (COR), perform the transaction closing.

d. In files where a condemnation action is required in Federal Court, keep file active until the court case is concluded (approximately 18 – 24 months), and then update the title commitment and issue the ALTA U.S. Policy in the name of the DNER. Perform interim updates, if requested.

e. Upon notice by the KO or COR, prepare closing instruments, provide closing cost estimate and submit all for review and approval.

f. Upon request by the KO or COR, conduct closing services, receive closing funds, pay off and cancel any prior and current mortgage(s), coordinate resubordination of mortgage(s), payoff taxes and other liens required under the title policy exceptions, or as according to the escrow/closing instructions, and submit any required filings or deposits with governmental agencies.

g. Record new general warranty deed in the Puerto Rico Registry of Property, with title vested in the DNER, and issue the ALTA U.S. Policy (9-28-91 (Revised 12-3-12)) to same.

h. Balance all accounts, disburse all remaining escrowed funds, and distribute all required closing documentation.

1.4 Restrictions:

1.4.1. Personal Services: The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the contractor's responsibility to notify the KO immediately.

1.4.2. Inherently Governmental: Avoidance of Performance Closely Associated with Inherently Governmental Functions. Calls/Orders issued under this BPA will receive special consideration to avoid inclusion of services which are considered closely associated with inherently governmental functions. Under no circumstances will this BPA be utilized in a manner which would require the Contractor to manage another contractor, nor in manner such as where the Contractor might influence official evaluations of other contractors; neither directly nor indirectly.

1.4.3. Brooks-Act Prohibition: Under this BPA, the Contractor is prohibited from performing architect-engineer type services which require a registration by state law. The Contractor is prohibited from performing architect-engineer type services, associated with the design or construction of real property (land and structures).

The Contractor is prohibited from performing ancillary architect-engineer type services, which require supervision by a registered professional. The Contractor is prohibited from performing survey or mapping services associated with architect-engineer type planning, development construction, design, or alteration of real property.

1.5 Scope: The contractor shall furnish all materials, equipment, supplies, personnel, and all other services required to issue an ALTA U.S. Policy (9-28-91 (Revised 12-3-12)) title insurance policy (using the most recent DoJ Title Standards) and to perform title clearance and real estate sale transaction closing services as outlined in this Performance of Work Statement (PWS) and as specifically identified in the individual task orders.

1.6 Period of Performance (POP): The period of performance shall be for the time necessary to complete the BPA tasks. To accommodate the iterative and variable schedule of work, the contract type will a BPA established for a period of five (5) years.

1.7 Place of Performance: The work to be performed under this contract will be performed mostly at the Contractor’s regular place of business, a title plant, a title company office, a civil notary attorney’s office, and at the Puerto Rico Registry of Property. Some work may involve going to Landowner or Sellers’ locations in Puerto Rico.

Some work may be performed remotely by electronic mail, telephone, or the World Wide Web.

1.8 Recognized Holidays: Contractor is not required to provide services on Federal holidays:

New Year’s Day Constitution Day Martin Luther King Jr.’s Birthday Labor Day President’s Day Columbus Day Emancipation Day Veteran’s Day Good Friday Discovery Day Memorial Day Thanksgiving Day Independence Day Christmas Day

1.8.1 Hours of Operation: The contractor is responsible for conducting business, between the hours of 8:30 am to 5:00 pm Atlantic Time, Monday through Friday except Federal holidays or when local Government facilitires are closed due to publicly declared local or national emergencies. The Contractor must at all times maintain an adequate workforce for the performance of all tasks defined within this PWS. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

2. CONTRACTOR ADMINISTRATION AND MANAGEMENT

2.1 Business Relations: The contractor shall successfully integrate and coordinate all activity needed to execute the requirement. The Contractor shall manage the timeliness, completeness, and quality of problem identification. The Contractor shall provide corrective action plans, proposal submittals, timely identification of issues, and effective management of subcontractors. The Contractor shall seek to ensure customer satisfaction and professional and ethical behavior of all contractor personnel. The Contractor shall be accountable for maintaining project real estate information confidential, including refraining from discussing or sharing any information about Offers To Sell, land sales prices, project costs, or any other project activities with any family members or members of the public.

2.2 Contractor Personnel, Disciplines, and Specialities: The Contractor shall utilize a Title Officer, and a Civil Law Notary attorney licensed to practice law in Puerto Rico, skilled in conducting real estate transaction closings, in Puerto Rico. Support personnel shall also have the skills to perform coordination work in support of title and closing services. Contractor and its employees shall all have effective communication skills in the English language, be United States Citizens, or have valid and current Resident Alien status.

2.3 Key Personnel: The follow personnel are considered key personnel by the government: The contractor shall provide a Contract Manager (or equivalent position) who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the manager is absent shall be designated in writing to the KO. The contract manager or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this BPA. The contract manager or alternate shall be available during regular business hours, as listed in paragraph 1.8.1, except when Federal Government facilities are closed for administrative reasons. Disciplines and qualifications for additional key personnel are listed below. Note that some roles may be consolidated and may not be required to be performed by a separate individual:

2.3.1 Title Officer, certified by title company employer to issue and to execute real estate title insurance commitments, title updates and final title policies.

2.3.2 Escrow Officer or Closing Agent, skilled in real estate title and closing work as well as strong customer service skills coordinating closing matters with sellers, buyers, title officers, civil law notary attorneys, lenders, tax agencies, courts, and other lienholders.

2.3.3 Legal Document Translator, who is either:

(1) An Interpreter certified by the Administrative Office of the U.S. Courts, or

(2) A translator who has approved Phase I (written legal translation) of the Federal Court Interpreters Certification Examination, or

(3) A translator, certified by the American Translator Association, or who has a post-graduate degree from an accredited post-graduate education translation program.

2.4 Identification of Contractor Employees or Subcontractors: All contract personnel attending meetings, answering telephones, interacting with Sellers, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed. Contractor shall provide a list of all named personnel who will perform work in support of this BPA.

2.5 Subcontract Management: The Contractor shall be responsible for any subcontract management necessary to integrate work performed on this requirement and shall be responsible and accountable for subcontractor performance on this requirement. A prime Contractor will manage work distribution to ensure there are no Organizational Conflict of Interest (OCI) considerations.

2.6 Contractor Travel: N/A

3. SECURITY

3.1 Security Requirements: Contractor personnel performing work under this BPA will not need access to Government facilities or databases and are hence exempt from Anti-Terrorism/Operational Security (AT/OPSEC) security requirements, however there are information security (INFOSEC) requirements.

3.3 Physical Security/Information Security: The contractor shall be responsible for safeguarding all Government information provided for contractor use. Contractor must protect the Personally Identifiable Information (PII) of all individuals that is used or otherwise exposed in performing the contracted title and closing work.

3.4 Key Control: N/A

3.4.1 Lost Keys: N/A

3.4.2 Keys issued to Contractor: N/A

3.4.3 Lock Combinations: N/A

4. QUALITY

4.1 Quality Control: Contractors shall each develop and maintain an effective Quality Control Program (QCP) to ensure services are performed in accordance with this PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the BPA. The QCP shall be submitted by the Contractor to the KO or COR for review and approval within 15 days of BPA award. After acceptance of the QCP the Contractor shall receive the KO’s acceptance in writing of any proposed change to QCP.

4.2 Quality Assurance: The Government shall evaluate contractor performance under this BPA in accordance with the Performance Requirement Summary (PRS), Exhibit 1 to this PWS. Additionally, the Government will use a Quality Assurance Surveillance Plan (QASP) in the inspection of the services. This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

4.3 Quality Assurance Surveillance Plan (QASP): The Government shall monitor Contractor performance under this BPA in accordance with the Government’s QASP.

4.4 Performance Requirements Summary (PRS): The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success. The Contractor Acceptable Quality Levels (AQLs) correlate to the PRS tasks by line item, with qualitative and quantitative performance evaluation standards. The PRS is Exhibit 1 to this PWS.

5. GOVERNMENT CONTRACT ADMINISTRATION

5.1 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. The Contracting Officer KO, COR, and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. At these meetings the KO will apprise the Contractor of how the government views the Contractor's performance and the Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues.

These meetings shall be at no additional cost to the government. Meeting venue shall be in Government or Contractor facilities in Puerto Rico or via Video Teleconference or teleconference. The Government reserves the right to require a post award conference.

5.2 Contracting Officer Representative (COR): The COR will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Contractors perform the technical requirements of the BPA, perform inspections necessary in connection with contract performance, maintain written and oral communications with the Contractors concerning technical aspects of the contract, issue written interpretations of technical requirements, monitor Contractor performance and notifies both the Contracting Officer and Contractor of any deficiencies, and coordinate availability of government furnished property. A letter of designation issued to the COR, a copy of which is sent to the Contractors, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

6. OTHER REQUIREMENTS AND INFORMATION

6.1 Other Direct Costs: N/A

6.2 Data Rights:The Government has unlimited rights to all documents/material produced under this BPA. All documents, materials, and information produced under this BPA shall be Government owned and are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government.

These documents and materials may not be used, sold, or disclosed by the contractor without prior written permission from the Contracting Officer. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

6.3 Organizational Conflict of Interest: Contractor and subcontractor personnel performing work under this BPA may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may effect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

6.4 Phase In/Phase Out: N/A

7. DEFINITIONS AND ACRONYMS

7.1 Definitions:

BLANKET PURCHASE AGREEMENT. A blanket purchase agreement (BPA) is a simplified acquisition method that government agencies use to fill anticipated repetitive needs for supplies or services. Essentially, BPAs are like "charge accounts" set up with trusted suppliers. Both agencies and vendors like BPAs because they help trim the red tape associated with repetitive purchasing.

CALL RECORD SHEET. A call record sheet, or call, identifies the goods or services ordered from a Government contractor by the requiring activity under a BPA.

CONTRACTOR. A supplier or vendor having a contract to provide specific supplies or service to the government.

The term used in this BPA refers to the prime.

CONTRACTING OFFICER. A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note: The only individual who can legally bind the government.

CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement.

DELIVERABLE. All goods, outputs, end products, services, work, work product, items, materials and property to be created, developed, produced, delivered, performed or provided by or on behalf of, or made available through, Contractor (or any agent, contractor or subcontractor of the contractor) in connection with this contract. Most deliverables take the form of a tangible product (hardware, software, data, written report, completed installation, etc.), but some can also be less tangible (meeting facilitator or custodial services).

KEY PERSONNEL. Contractor personnel that are evaluated in a source selection process and that may be required to be used in the performance of a contract by the Key Personnel listed in the PWS. When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

PHYSICAL SECURITY. Actions that prevent the loss or damage of Government property.

QUALITY ASSURANCE. The government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

QUALITY CONTROL. All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

SUBCONTRACTOR. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

WORK DAY. The number of hours per day the Contractor provides services in accordance with the contract.

WORK WEEK. Is defined as Monday through Friday, unless specified otherwise.

7.2 Acronyms:

ACOR Alternate Contracting Officer's Representative AFARS Army Federal Acquisition Regulation Supplement ALTA American Land Title Association AR Army Regulation BPA Blanket Purchase Agreement CCE Contracting Center of Excellence CFR Code of Federal Regulations CONUS Continental United States (excludes Alaska and Hawaii) COR Contracting Officer Representative COTR Contracting Officer's Technical Representative COTS Commercial Off the Shelf DA Department of the Army DD250 Department of Defense Form 250 (Receiving Report) DD254 Department of Defense Contract Security Requirement List DFARS Defense Federal Acquisition Regulation Supplement DMDC Defense Manpower Data Center DNER Department of Natural and Environmental Resources (Puerto Rico Commonwealth) DOD Department of Defense DOJ Department of Justice

DRNA Departamento de Recursos Naturales y Ambientales (Spanish translation of DNER) FAR Federal Acquisition Regulation HIPAA Health Insurance Portability and Accountability Act of 1996 KO Contracting Officer OCI Organizational Conflict of Interest OCONUS Outside Continental United States (includes Alaska and Hawaii) ODC Other Direct Costs PIPO Phase In/Phase Out POC Point of Contact POP Period of Performance PRS Performance Requirements Summary PWS Performance Work Statement QA Quality Assurance QAP Quality Assurance Program QASP Quality Assurance Surveillance Plan QC Quality Control QCP Quality Control Program

8. GOVERNMENT FURNISHED PROPERY, EQUIPMENT, SERVICES AND MATERIALS

8.1 Property: N/A

8.2 Equipment: N/A

8.3 Services: The Government will provide legal descriptions of real estate tracts based on its boundary survey data.

The Government may provide sample documents, such as deeds, or other documents for format or clarity of language.

8.4 Materials: The Government will provide a land boundary physical survey with parcel legal descriptions for the Contractor to use in reconciling and preparing deeds and legal descriptions.

9. CONTRACTOR REQUIREMENTS N/A

10. PERFORMANCE REQUIREMENTS

Tasks and Standards:

GENERAL: The work to be done under this Performance Work Statement (PWS) consists of furnishing and delivering ALTA U.S. Title Insurance Commitments and Continuations thereof in the form of preliminary title commitment, interim title commitment or final ALTA U.S. title policies, certificates of title, interim binders, or endorsements, as appropriate, and providing full closing or escrow services to include transaction management, payment of accounts, preparation of documents, recording of deeds, and other appropriate closing services as set forth in Exhibit 1, Performance Requirements Summary, to which these requirements are attached. All references hereinafter to "Policies" and "Continuations" shall apply to the forms of title evidence specified by Exhibit 1.

Without regard, however, to the attached schedule, the preference for insuring documents is Final Title Policies.

There are two main tasks under which are various subtasks, which have been included under their respective main task with the corresponding standards similarly presented.

10.1 Task 1; Issue a Signed Preliminary U.S. Title Commitment: Issue one (1) signed Preliminary Title Commitment for an ALTA U.S. Policy with title evidence in hardcopy and one (1) signed electronic copy for each tract requested. The Contractor shall provide certified English translation of all underlying title documents.

10.1 Standards: All title evidence deliverables produced under this BPA shall be in accordance with the Regulations of the Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (most recent version) (henceforth “DoJ Title Standards”). Any conflict between this document and the referenced DoJ Title Standards shall be governed by the DoJ Title Standards. Such regulations may be downloaded from the following webpage: https://www.justice.gov/enrd/page/file/922431/download. Unless otherwise specified in the order, the Preliminary Title Commitment shall include research of the 60-year title record (40-year if appraised value is less than $50,000) to determine if certain estates or subsurface interests are vested in others than the owner or owners of the surface, and the Preliminary Title Commitment shall cover all such outstanding estates or interests. The Preliminary Title Commitment shall furnish pertinent information such as owners, 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. The Preliminary Title Commitment shall include complete copies of all schedule B exceptions and vesting documents. The Contractor shall in all instances adhere to the DoJ Title Standards 2016 or any successor thereto as may be in existence at the time of delivery.

10.2 Task 2; Issue Final ALTA U.S. Policy (9-28-91 (Revised 12-3-12)): Supporting subtasks include: receive an executed Offer To Sell (OTS) form from COR, resolve exceptions and issue an intermediate title commitment, apply curative work for updated title commitment or title policy endorsements, update title report immediately prior to closing and prepare/submit closing documents to the KO/COR for review, conduct closing, record deed in Puerto Rico Registry of Property, change ownership in CRIM property tax record to the DNER, issue final ALTA US Title Policy in the name of the DNER, disburse all escrowed funds from balanced accounts, and distribute documentation.

In cases where title cannot be cleared, suspend file work until the U.S. Department of Justice has processed a condemnation action to clear the title, enabling Contractor to ultimately issue the final ALTA U.S. Title Policy following the issuance of a US District Court judgment in the matter.

10.2 Standards:

10.2.1. The Contractor represents, and it is a condition of any obligation of the Government hereunder, that the corporation which is to provide closing services and issue title policies hereunder, is a title insurance company, authorized, licensed, and qualified to conduct business in the Commonwealth of Puerto Rico.

10.2.2. The Contractor shall adhere to the Department of Justice Federal procedures and requirements for closing land acquisition transactions. 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 2016 standards can be found at PWS Attachment 1, which is subject to potential update by the Department of Justice.

10.2.3. The Preliminary Title Commitments 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 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 policy 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. The Preliminary Title Commitment 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. 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.

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 ____________ ."

10.2.4. The Title Commitment and 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 Commitment and Title Policy unless otherwise specified in the order.

10.2.5. Title Commitment and ALTA U.S. Title Policies shall be executed and submitted in hardcopy and electronically 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. The Title Commitment shall also include all underlying documents that support the chain of title and the Title Commitment. These underlying documents include, but are not limited to, deeds, encumbrance and lien documents, court and probate records, and mortgages. All underlying title evidence documents shall be provided in legible hardcopies and electronic formats, and translated into English if documents are in Spanish.

10.2.6. The Title Commitment and 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 statement 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 Commitment and Title Policy. All such exceptions and proposed cure reports shall be presented in English.

10.2.7. Each Title Commitment and 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 and be translated into English if the documents are in Spanish.

10.2.8. If the Title Commitment and 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.

10.2.9. If the Title Commitment and 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 Commitment and 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.

10.2.10. If the Title Commitment and 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.

10.2.11. If the Contractor is a corporation, each Title Commitment, Policy and Continuation shall be executed by a duly authorized officer of the issuing corporation, and shall bear the corporate seal of such corporation, and be countersigned by the proper officer of the corporation, where necessary. The Title Commitment and 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 Title Commitment and Policy, or its continuations, which was not disclosed in the original Title Commitment and Policy, or its continuations. The Contractor shall, if requested by the Contracting Officer, pass upon the proposed deed of the property to the United States or its assigns and the sufficiency of the deed to vest in it valid title to the property described in Schedule "A" of the Title Commitment, 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 propose a deed to the United States or its assigns. The Contractor shall, if so requested by the Contracting Officer or COR, have its representative present at the closing of the purchase transaction to determine the current status of the affected titles.

10.2.12. The Contractor shall report changes in ownership and eliminate or cause to be eliminated such prior owners from the Title Commitment by intermediate Continuations thereof, to thereafter add any new owners along with encumbrances or objections in the new title evidence issued hereunder when such ownership changes occur.

This same procedure will be followed when curative material obtained by representatives of the United States or others is acceptable to the title company issuing title evidence hereunder.

10.2.13. The contractor shall review any and all additional curative actions submitted by the Government, discuss any proposed curative actions with the COR, and will delete, remove and/or amend exceptions in compliance with law. The contractor will have open communications with the COR, 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 BPA order price for the title evidence items specified herein.

10.2.14. "Endorsement" is defined as a printed or typed amendment to the Title Commitment and 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 Commitment and Title Policy, and may be either an intermediate or final Endorsement. The intermediate Endorsementshall reflect the condition of title subsequent to the date of the original Title Commitment and Title Policy and prior to the date of closing of the acquisition; the final Endorsement shall reflect the vesting of title in the United States or the Government’s Non-Federal Sponsor. The Endorsements 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 BPA.

10.2.15. The Contractor shall use a closing sheet that will show, in detail, all disbursements of the purchase money, including all disbursements, receipts, and prorations for the following:

a. Taxes and assessments.

b. Outstanding judgments—State and Federal

c. Mortgages, deeds of trust, and other liens.

d. Amounts collected by the Government.

e. Landowner’s balance after all charges are deducted from the purchase price.

10.2.16. Invoices setting forth tract numbers and names of vendors shall be submitted upon delivery of Final Policies and completion of Closing Services. The invoices must specify the charges for translations, Closing Services, curative work, Preliminary, Intermediate and/or Final Policies 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 at the rate regulated and authorized by the Office of the Commissioner of Insurance of Puerto Rico (OCI). 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 DNER at the Government’s request. The contractor shall assume and pay all charges of the company issuing the policies to be furnished under this BPA 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.

11. REGULATIONS AND PUBLICATIONS

11.1 The Contractor shall abide by all Federal laws, regulations, publications, manuals, polices and procedures.

11.2 The Contractor shall adhere to the Regulations of the United States Attorney General Governing the Review and Approval of Title for Federal Land Acquisitions (2016), attached hereto as Attachment 1. This regulation may also be found at: https://www.justice.gov/enrd/page/file/922431/download

12. CONTRACTOR MANPOWER AND REPORTING N/A

13. EXHIBITS AND ATTACHMENTS

13.1 Exhibit A – Performance Requirements Summary

13.2 Exhbit B – Deliverables Schedule

13.3 Attachment 1 – Special Requirement Specifications, Regulations of the United States Attorney General Governing the Review and Approval of Title for Federal Land Acquistiions (2016)

13.4 Attachement 2 – Pricing Schedule Template

EXHIBIT A

PERFORMANCE REQUIREMENT SUMMARY

The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Mission Essential Objective Performance Standard Measurement

Method Performance Success Threshold

Surveillance Method

Contractor shall respond professionally to email and phone calls during business hours

1) Respond to all calls and messages within four (4) hours

AQL item 1 Within 4 hours Random Unscheduled Sampling

Contractor shall provide ALTA US Policy title commitment & legible, translated title evidence within 12 business days

2) Title commitments are legible, translated and title evidence delivered

AQL item 2 Within 30 business days excluding Federal holidays and weekends

100%

Contractor shall provide accurate and timely Spanish to English translations of deeds and other title documents

3) Translation results in correct title service required for title transfer

AQL items 3 and 6

95% translation accuracy per document leading to no deed or policy errors

100%

Contractor shall coordinate with 3rd parties to efficiently remove title exceptions

4) Exceptions to title are removed efficiently and promptly

AQL item 4 Within 15 business days excluding Federal holidays & weekends

Random Unscheduled Sampling

Contractor shall expeditiously correct title commitment errors and updates to title commitment

5) Title errors are corrected efficiently and promptly

AQL item 5 Within three (3) business days excluding Federal holidays & weekends

100%

Contractor shall perform title curative work

6) Title ambiguities are resolved

AQL item 4 Within 15 business days excluding Federal holidays & weekends

100%

Contractor shall prepare closing documents

7) Closing estimates & deeds are prepared; sent to COR for review/approval

AQL item 6 Within eight (8) business days excluding Federal holidays & weekends

100%

Contractor shall facilitate deed recording at PR Property Registry

8) Deed is accepted in court for registering

AQL item 7 Deed or corrected deed is registered

100%

Contractor shall keep Personally Identifiable Information (PII) secure.

9) Contractor must not disclose information to those outside the need to know

AQL item 9 100% Pass/Fail Random Unscheduled Sampling **

Contractor shall issue or cause to be issued an ALTA U.S.

Policy of Title Insurance

10) ALTA U.S. Policy issued in name of DNER

AQL item 8 Within 30 business days after deed registered, excluding Federal holidays & weekends

100%

Contractor shall conduct closings with balanced accounts

11) Contractor closes accounts without loss of funds

AQL item 10 100% Pass/Fail 100%

Contractor maintains license or certification(s) to conduct business

12) Contractor maintains professional qualifications

AQL item 11 100% Pass/Fail Random Unscheduled Sampling

* If a deed of correction could be entered in the PR Registry of Property, if required.

** Can only be observed if a breach occurs and is discovered or reported.

Contractor Work Acceptable Quality Levels (AQL) Routine Contractor tasks are rated on a scale of 4:1 with critical tasks rated as pass/fail. A numerical score of 2 is adequate for performance of the BPA, a score of 3 is a very good performance, a score of 4 is an excellent performance, and a score of 1 is a barely passing performance warranting the KO’s attention that the Contractor is not performing adequately, and a zero rating describes contract performance failure. Numerical ratings relate to percentile performance ranges where a scores intuitively follow a grade scale: 0= below 60%, 1 = 60 – 69%, 2 = 70%-79%, 3 = 80 – 89%, 4 = 90-100%

1. Reply to email or phone calls promptly during normal business hours:

4 – within 15 minutes 3 – within an hour 2 – within 4 hours 1 – within 24 hours (workdays)

0 – within 48 hours (workdays)

2. Provide preliminary title report when ordered:

4 – within 72 hours 3 – within 6 business days 2 – within 12 business days 1 – within 18 business days

0 – over 18 business days

3. Spanish to English translations are 98% accurate per document resulting in 100% correct title work.

4. Coordinate removal of title exception (values in business days) and update title commitment:

4 – with 1 hour effort in a 5 day period or with 2 hour effort in a 2 day period 3 – with 1 hour effort in a 10 day period or with 2 hour effort in a 5 day period 2 – with 1 hour effort in a 20 day period or with 2 hour effort in 10 day period 1 – with 3 hour effort in a 20 day period or with 4 hour effort in 30 day period 0 – over 4 hours or over 30 days

5. Prepare closing documents when requested:

4 – within 48 hours 3 – within 4 business days 2 – within 8 business days 1 – within 15 business days 0 – over 15 business days

6. Conduct closing when requested, disburse all funds, distribute all documents

4 – within 24 hours 3 – within 48 hours 2 – within 4 business days 1 – within 8 business days 0 – over 8 business days

7. Deed presented for recording rejected by PR Property Registry – pass/fail (but could be corrected by

Contractor)

8. Contractor issues, or causes to be issued, the final ALTA Owner’s insurance policy per PWS:

4 – same day as closing 3 – next business day after closing

2 – 2nd business day after closing

1 – 3rd business day after closing 0 – over 3 business days after closing

9. Contractor, must notify KO/COR within 48 hours organizational conflict of interest, or release, or failure to protect information – pass/fail

10. Contractor issues, or causes to be issued, an Owner’s ALTA Title Insurance Policy per the PWS – pass/fail

11. Closing account does not balance or Government funds are missing – pass/fail

12. Contractor or subcontractor(s) lose license or professional certification – pass/fail (but could potentially be corrected with substitution of a new key employee or subcontractor, or timely reinstatement of lost or lapsed professional certification or licensure. Loss of license may result in termination of the BPA.

AQL and Surveillance Method Details

Contractor to be rated by COR randomly in standards 1 through 4, 8, & 11.

Standards 5 – 7, 10 & 11 receive 100% surveillance, failure of which may be correctable, or could be grounds for potential termination of BPA.

Standard 8 receives random surveillance, dependent on an actual report of a breach.

Standards 9-11 receives 100% surveillance, failure of which results in probable termination of BPA, subject to potential sustainment of BPA after termination and adequate replacement of offending employee or subcontractor.

Standard 12 receives random surveillance, dependent on actual discovery or notification that license was suspended or lost.

COR shall initially observe personally, or receive reports from the Requiring Activity staff members engaged in daily work with Contractor, on a daily basis as outlined above. This is essentially 100% surveillance of the Contractor’s production. The QASP can be changed to periodic monitoring in the middle to later phases of the

BPA.

COR shall keep an electronic log (spreadsheet) of Contractor interactions, to track/monitor successful completion of tasks between milestones. The log shall be created on the SAJ-RE intranet to be updated daily, or as tasks are accomplished, with status notes about current tasks between acquisition project milestones. The COR will share summaries of the log with the Contractor weekly to ensure positive communication and feedback on Contractor’s performance.

If the Contractor establishes trust with the RA with positive performance metrics in the early weeks of the BPA, and if log completion becomes an administrative burden, surveillance under this plan may shift to periodic, tracking acquisition project milestones and not every single activity between milestones. The project milestone log will be maintained by the COR regardless if the QASP surveillance changes to periodic. The interactions with Contractor are anticipated to be episodically intense, followed by lulls of inactivity. Before the QASP is modified to periodic (milestones only) documentation of performance, COR will notify the KO, by sending a justification MFR for the change.

EXHIBIT B

DELIVERABLES SCHEDULE

Deliverable Frequency # of Copies Medium/Format Submit To

Provide Title Evidence (legible translated deeds, etc) and Title Commitment per PWS paragraph 10.1 per AQL #2, within 12 business days of order

One (1) signed paper copy and one (1) signed electronic copy of commitment

Printed on 8.5”x11” paper;…