1231ME18R0015_ESCROW_and_INVESTMENT_MANAGEMENT_SUPPORT_SERVICES.pdf

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30a. SIGNATURE OF OFFEROR/CONTRACTOR

028. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES 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.

D 29. AWARD OF CONTRACT: REF. OFFER

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

BEREL DORFMAN

31c. DATE SIGNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER 1PAGE OF

1 I 43

2. CONTRACT NO. 3. AWARD/

EFFECTIVE DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER

1231ME18R0015

6. SOLICITATION

ISSUE DATE

05/07/2018

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

BEREL DORFMAN

b. TELEPHONE NUMBER (No collect calls)

202-692-0247

8. OFFER DUE DATEJLOCAL TIME

06/08/2018 1200 ET

9. ISSUED BY CODE RD- 3 1ME 10. THIS ACQUISITION IS RI UNRESTRICTED OR CI SET ASIDE: % FOR:

WOMEN-OWNED SMALL BUSINESS

0 SMALL BUSINESS 11] (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

El HUBZONE SMALL SMALL BUSINESS PROGRAM

NMCS:523920

D SERVICE-DISABLED D 8(A)

VETERAN-OWNED SIZE STANDARD: $ 3 8 . 5

SMALL BUSINESS

BUSINESS ID EDWOSB

USDA, RURAL DEVELOPMENT

PROCUREMENT MANAGEMENT DIVISION

1400 INDEPENDENCE AVE, SW

WASHINGTON DC 20250

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

D SEE SCHEDULE

I2. DISCOUNT TERMS

0 13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

• ORFQ El IFB IR RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE RD-31ME

USDA, RURAL DEVELOPMENT

PROCUREMENT MANAGEMENT DIVISION

1400 INDEPENDENCE AVE, SW

WASHINGTON DC 20250

178. CONTRACTOR! CODE

. OFFEROR

FACILITY

CODE

l8. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

017b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

IS CHECKED ['SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

This is a solicitation for an Indefinite Delivery Indefinite Quantity (IDIQ) Contract for Escrow Funds and Investment Services.

Period of Performance is 1 base year, and 4 option periods beginning from the date of award.

Task Orders will be placed using Firm Fixed Price Services as described in this solicitation.

Points of Contact:

Contracting Officer (CO) - Berel Dorfman email: berel.dorfman@wdc.usda.gov

(Use Reverse and/or Attach Additional Sheets as Necessary)

25, ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

IN 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA El ARE El ARE NOT ATTACHED.

0 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE flARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 212012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

20f 43

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Contracting Officer's Representative (COR) - Greg

Orlet email:greg.orlet@stl.usda.gov

Period of Performance: 10/11/2018 to 10/10/2023

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED Ei INSPECTED fl ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT

0 COMPLETE 0 PARTIAL 0 FINAL

37. CHECK NUMBER

In PARTIAL 0 FINAL

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE RECD (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Escrow and Investment Fund Management Support Services Solicitation Number 1231ME18R0015

PERFORMANCE WORK STATEMENT (PWS)

For

Escrow and Investment Fund Management Support Services

1. Introduction

United States Department of Agriculture (USDA), Rural Development (RD), Customer Service Center (CSC) provides loans for low and moderate-income applicants located in rural geographical areas to assist them in obtaining decent, sanitary and safe dwellings through Single-Family Housing (SFH), Guaranteed and Multi-Family Housing programs.

CSC cunently services a portfolio of approximately 277,000 SFH loans. In addition, maintains a Guaranteed Loan portfolio of approximately 978,000 accounts and approximately 426,000 Multi-Family Housing units at 14,000 projects for 24,000 accounts. The loans are located in each of the 50 states and United States Territories including Puerto Rico, Virgin Islands, Guam and the remainder of the Western Pacific Rim islands.

In 1996, RD began to centralize its operations in St. Louis, MO and convert its SFH - Direct portfolio to a new mortgage-based servicing system in an effort to provide centralized support and begin to provide escrow related services for new and existing borrowers. As a result, over 1,000 field offices were closed nationwide and their functions were absorbed into CSC. The RD National Office, located in Washington, D.C., continued to provide oversight for the loan programs.

The SFH loan portfolio has reached approximately 173,000 "escrowed" borrowers. The escrow portion of the monthly payments (principal, interest and escrow) received from these borrowers are retrieved from the U.S. Treasury and directed to an escrow bank account that CSC is custodian of for the SFH borrowers.

CSC currently utilizes bank accounts at the Contractor to accumulate and invest the escrow deposits, and other receipts, and later disburse on behalf of SFH borrowers that have a mortgage with RD. An Escrow Concentration Account acts as the "primary" bank account, where escrowed checks are funded from, and other sub-accounts are associated with.

C2. Bank Account Operations Background

The USDA-RD-CSC operates and maintains the SFH Direct Loan portfolio using a series of seven (7) interrelated servicing/management accounts. The purpose of the number of accounts used is to isolate and track disbursements based on transaction type and also isolate excess balances for investment purposes.

The accounts used are as follows:

1) Escrow Concentration Account

2) Escrow Disbursement Account

3) Borrowers Escrow Custody Account

4) Net Income Custody Account

5) EFT Account

6) Escrow Voucher Account

7) Emergency Disbursement Account

(1) The USDA — RD — CSC Escrow Concentration Account is the primary banking account funded with ACH transmissions received from the U.S. Treasury (contains borrower escrow and U.S. Government funds). The Escrow Concentration Account should be capable of receiving and disbursing ACH and wire transfer transactions of approximately $350 Million annually and allow sweeps to/from associated sub-accounts.

A balance of $10 million is targeted in the account on a daily basis. This balance fluctuates based on escrow cash flow, cyclical escrow disbursement projections and short-term investment trends. Balances are invested nightly in a Money Market Mutual Fund that contains 100% U.S. Treasury Securities, a contractor NOW account or utilized for compensating balances offset of contractor fees.

(2) The USDA — RD — CSC Escrow Disbursement Account is a controlled disbursement, zero-balance account (ZBA) that checks are drawn against. CSC disburses checks daily payable to taxing authorities, insurance carriers, etc., on-behalf of borrowers and other miscellaneous disbursements for RD. There are two check presentment clearings at the contractor bank for the Escrow Disbursement Account each business day.

At the end of each day, the gross amount of the check presentments is swept from the Escrow Concentration Account. Currently, an average of 60,000 checks are disbursed annually for a total of approximately $82 million.

(3) The USDA — RD — CSC Borrowers Escrow Funds Custody Account contains borrower escrow and U.S. Government funds and is invested in "second tier" investments (i.e., individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities). The Escrow Funds Custody Account should be capable of supporting custody services for investment balances over $100 Million. The funds invested in this Custody Account are moved to/from the Escrow Concentration Account (greater than the targeted $10 million dollar balance) after receiving written instructions from the Contracting Officer Representative (COR), or designee. As individual investments mature and/or new funds are deposited, the COR, or designee, will discuss with the service provider's investment advisor a new investment vehicle and maturity.

(4) The USDA — RD — CSC Net Income Custody Account contains RD "net income" and is invested in individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities. The income earned from the Escrow

Solicitation Number 123 1MEI8R0015

Concentration Account and the two Custody Accounts are automatically credited to this account monthly, as well as, the associated Contractors monthly fees deducted for the primary Escrow Concentration Account and all other associated sub-accounts after review and approval by the COR, or designee. As individual investments mature and/or new funds are deposited, the COR, or designee, will discuss with the service provider's investment advisor a new investment vehicle and maturity. The Net Income Custody Account should be capable of supporting custody services for investment balances over $18 Million.

(5) The USDA — RD — CSC EFT Account is the conduit to disburse new loan origination funds via electronic fund transfer (ACH and wire transfer) daily to pre-approved mortgage loan closing agents. CSC prepares each business day a data file that contains detailed ACH transmission information (i.e., payee name, bank ABA number, payee bank account number, dollar amount of transaction, addenda information, etc.) for mortgage closing agents. A separate "funding" ACH transaction is directed from the USDA — National Finance Center (NFC) to the EFT Account for the daily gross disbursement dollar amount. The EFT Account should be capable of supporting ACH and wire transfer services for disbursement transactions of at least 6,700 items and totaling $770 Million annually.

(6) Another sub-account utilized by USDA is the USDA — RD — CSC Escrow Voucher Account. The Escrow Voucher Account was established to receive electronic fund transfers (ACH and wire transfer). Escrow Vouchers are requested by both the Escrow Operations Branch and Default Management Branch and funded by the USDA — NFC.

The Escrow Voucher Account allows for ease of receipt, posting, reconciliation and sweep into the Escrow Concentration Account nightly. The Escrow Voucher Account should be capable of supporting ACH and wire transfer receipts of at least 10,000 items and totaling more than $60 Million annually.

(7) The final sub-account utilized by USDA is the USDA — RD — CSC Emergency Disbursement Account. The Emergency Disbursement Account is a ZBA that CSC has established to disburse manual checks in a continuing operation (COOP) environment when the loan servicing platform is unavailable and checks cannot be initiated from the Escrow Disbursement Account. Checks disbursed from this account are funded by the Escrow Concentration Account.

3. Definitions

Contracting Officer (CO) — The government official responsible for the execution and administration of the contract on behalf of the government.

Contracting Officer Representative (COR) — The government official designated by the CO and responsible for performance monitoring and quality assurance on behalf of the government.

Automated Clearing House (ACH) transaction — A credit and debit payment system unlike manual checks and wire transfers. An ACH is an electronic monetary transaction initiated by the originator and credits the receiver sometime in the future (not necessarily same day).

Electronic Funds Transfer (EFT) — An EFT can be in the form of an ACH or wire transfer and is an electronic movement of funds.

4. Scope of Work

The contractor shall provide all personnel, compatible software, access to reconciliation tools, financial system administrative set-up, supervision and other items and services necessary to perform the disbursement, banking, custody and investment services, and management reports (i.e., "Full" month-end (M/E) Account Reconciliation Plan (ARP) to include the prior months activity for cleared, voided, stop paid and outstanding checks, miscellaneous bank adjustments, M/E bank statements for each bank account, quarterly investment review for both Custody Accounts, etc.) as defined in this Performance Work Statement (PWS). The contractor shall perform to the standards stated in this contract.

5. Requirement (Objectives)

The purpose of this contract is to maintain, administer and report USDA — RD — CSC's disbursement, banking, custody and investment activity services as they relate to deposits and disbursements. The Contractor will provide professional banking services, ensure timely and accurate reconciliation of the various investment and disbursement bank accounts and provide professional investment advice to ensure maximum return on investments while preserving principal.

6. Specific Tasks

6.1 The Escrow Concentration Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Escrow Concentration Account will contain both SFH borrower escrow-related and U.S. Government funds that have been received by ACH transmission from the U.S. Treasury. The Escrow Concentration Account will be capable of receiving and disbursing ACH and wire transfers and allow movement of funds (i.e., sweeps, intra-bank transfers, etc.) amongst the other below listed USDA — RD — CSC bank and custody accounts. A balance of $10 million is targeted in the account on a daily basis. This balance fluctuates based on cash flow, cyclical disbursement cycles and short term investment trends. Balances will be invested nightly in a Money Market Mutual Fund that contains 100% U.S. Treasury Securities, a contractor NOW account or utilized for compensating balances offset of contractor fees. The Escrow Concentration Account shall have overdraft protection. In the event of an overdraft, the contractors Contract Manager, or designee, will call COR, or designee, to fund the shortfall. At month-end all associated banking fees incurred by the Escrow Concentration Account from services utilized will be deducted from the USDA — RD — CSC Net Income Account after written direction from the COR, or designee. All income earned from investments in the Escrow Concentration Account will be moved to the USDA — RD — CSC Net Income Account at month-end automatically by contractor.

6.2 The Escrow Disbursement Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Escrow Disbursement Account will be established as a controlled disbursement, ZBA that USDA - RD - CSC checks are drawn against. CSC routinely disburses checks payable to taxing authorities, insurance carriers, etc., on-behalf of escrow borrowers and other miscellaneous disbursements for RD. There shall be two check presentment clearings for the Escrow Disbursement Account each business day.

At the end of each day, the gross amount of the check presentments is swept from the Escrow Concentration Account. At month-end all associated banking fees incurred by the Escrow Disbursement Account of contractor services utilized will be deducted from the USDA — RD — CSC Net Income Account after written direction from the COR, or designee.

6.3 Provide a compact disk (CD-rom) monthly that contains images (front and back) of USDA - RD - CSC checks that have cleared the Escrow Disbursement Account and Emergency Disbursement Account. The contractor shall provide written instructions and the software required to view the check images. The contractor shall provide the CD-rom's no later than the 10th calendar day of the following month. The software shall be compatible with Windows 7.

6.4 Provide on-line access to allow for Escrow Disbursement Account and Emergency Disbursement Account check voids and stop payments processing. The contractor shall provide written instructions and the software required to accomplish each function on-line. The software shall be compatible with Windows 7.

6.5 The USDA — RD — CSC Borrowers Escrow Funds Custody Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Borrowers Escrow Funds Custody Account contains borrower escrow-related and U.S. Government funds and is invested in "second tier" investments (i.e., individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities). The funds invested in this custody account are moved to/from the Escrow Concentration Account (greater than the targeted $10 million dollar balance) after receiving written instructions from the COR, or designee. As individual investments mature and/or new funds are deposited, the COR, or designee, will discuss with the service provider's investment advisor a new investment vehicle and maturity. At month-end all associated custody and asset management fees incurred by the Borrowers Escrow Funds Custody Account will be forwarded to CSC for review and direction will be given by COR, or designee, to deduct these charges from the USDA — RD — CSC Net Income Account. All income earned from investments in the Borrowers Escrow Funds Custody Account will be moved to the USDA — RD — CSC Net Income Account at month-end automatically by contractor.

Solicitation Number 1231MEI8R0015

6.6 The USDA — RD — CSC Net Income Custody Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Net Income Custody Account contains USDA

— RD net income and is invested in individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities. As individual investments mature and/or new funds are deposited, the COR or designee will discuss with the service provider's investment advisor a new investment vehicle and maturity.

The income earned from the Escrow Concentration Account and the custody accounts are automatically deposited to this account monthly, as well as, the associated Contractors monthly fees deducted for the primary Escrow Concentration Account and all other associated sub-accounts after review and approval by the COR, or designee.

6.7 The USDA — RD — CSC EFT Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The EFT Account is utilized to disburse new loan closing funds via electronic fund transfer (ACH and wire transfer) to pre-approved mortgage loan closing agents. CSC prepares each business day a data file that contains detailed ACH transmission information (i.e., payee name, bank ABA number, payee bank account number, dollar amount of transactions, addenda information, etc.) for mortgage closing agents. This ACH processing file is transmitted to the contractor each day at approximately noon. A separate "funding" ACH transaction is directed from the USDA

— NFC to the EFT Account for each daily ACH disbursement file gross dollar amount.

Currently, CSC transmits approximately 560 ACH transmissions per month at approximately $115,000 per ACH transmission. At month-end all associated banking fees incurred by the EFT Account from services utilized will be deducted from the USDA

— RD — CSC Net Income Account after written direction from the COR, or designee.

6.8 The USDA — RD — CSC Escrow Voucher Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Escrow Voucher Account is a sub-account of the Escrow Concentration Account. The Escrow Voucher Account was established to receive electronic fund transfers (ACH and wire transfer). Escrow Vouchers are requested by the Escrow Operations Branch and Default Management Branch and funded by the USDA —NFC. The Escrow Voucher Account allows for ease of receipt, posting, reconciliation and sweep into the Escrow Concentration Account nightly. At month-end all associated banking fees incurred by the Escrow Voucher Account from services utilized will be deducted from the USDA — RD — CSC Net Income Account after written direction from the COR, or designee.

6.9 The USDA — RD — CSC Emergency Disbursement Account must be established and operational by October 11, 2018, 8:00 AM (CST) or no more than two weeks after contract award (whichever is earlier). The Emergency Disbursement Account is a sub-account of the USDA — RD — CSC Escrow Concentration Account. The Emergency Disbursement Account is a controlled disbursement account that is established to disburse manual checks for continuity of operations (COOP) in an emergency when the loan servicing platform is unavailable and checks cannot be initiated from the Escrow Disbursement Account. Contractor shall provide manual check stock for this purpose.

Checks disbursed from this account are funded from the Escrow Concentration Account.

At month-end all associated banking fees incurred by the Emergency Disbursement Account from services utilized will be deducted from the USDA — RD — CSC Net Income Account after written direction from the COR, or designee.

6.10 Reporting and Reconciliation — The contractor shall provide a hard copy M/E Account Analysis (i.e., billing statement) of services provided with associated volumes and cost on each bank account established and maintained for USDA — RD — CSC. This document will be reviewed by the COR, or designee, and upon agreement of monthly fees written authorization will be directed to contractor for the total fee amount to be deducted from the USDA — RD — CSC Net Income Account. These hard copy reports shall be provided no later than the 10th calendar day of the following month.

6.11 Daily Processing and Monthly Reconciliation Software — The contractor shall provide software, written instructions and training that will allow CSC to access all banking requirements listed above over the intemet (on-line). Any upfront or one-time charges by contractor for this software, training or access should be documented and presented to the CO in the initial proposal.

6.12 Investment Funds Authority — The contractor investment advisors shall have expertise and propose sound investment advice to meet USDA — RD principal preservation goal in the U.S. Treasuries forum. The COR, or designee, will provide final investment decisions which will follow USDA — RD — CSC Investment Policy Board guidelines. The contractor shall provide the name and contact information for the key employees for investment transactions.

6.13 Investment Meetings — The contractor supplied investment advisors, banking services account representative and appropriate contractor support staff shall meet with USDA — RD — CSC officials approximately every 3 to 4 months to discuss U.S.

economic and investment market trends, Federal Reserve Board decisions, current and projected U.S. Treasury yields, etc. Additionally, any USDA — RD bank account servicing issues will be discussed and resolved at these meetings.

6.14 ARP Contractor Contacts - The contractor shall provide the names and contact information for the key contact for ARP purposes. A hard copy shall be provided of the "Full" ARP reports for the USDA — RD — CSC Escrow Concentration, Escrow Disbursement and Emergency Disbursement Accounts monthly. These hard copy reconciliations shall be provided no later than the 10th calendar day of the following month.

6.15 Communications Software — The contractor shall provide CSC with necessary data transmission configurations and/or software that will allow bank information and transactions to be processed and communicated between contractor and CSC. All upfront or one-time charges by contractor for this software, training or access should be documented and presented to the CO in the initial proposal. The software shall be compatible with Windows 7.

6.16 Contractor Facility Access — The contractor shall allow access to contractor transaction processing site(s) and USDA — RD record/transactions for the CO, COR (or designee), or third-party auditor.

6.17 Meetings — The CO, COR or Contract Manager may request a meeting as deemed necessary. Written minutes of such meetings shall be recorded and signed by the CO, COR or Contract Manager. If the contractor does not concur with any portion of the minutes, such non-concurrence shall be provided to the CO, COR or Contract Manager within 10 calendar days following receipt of the minutes.

PERIOD OF PERFORMANCE:

Base Period October 11, 2018 — October 10, 2019 Option Period 1 October 11, 2019 — October 10, 2020 Option Period 2 October 11, 2020 — October 10, 2021 Option Period 3 October 11, 2021 — October 10, 2022 Option Period 4 October 11, 2022 — October 10, 2023

Should contract award occur prior to October 11, 2018 than the annual Period of Performance dates will change in annual increments in accordance with the date of the contract award.

PERFORMANCE REQUIREMENTS

SUMMARY

REQUIRED SERVICE STANDARD

MAXIMUM ERROR

RATE (MER) or

PERFORMANCE

REQUIREMENT (PR)

METHOD OF

SURVEILLANCE INCENTIVE

6.1 - Establish Escrow Concentration Account by October 11, 2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from the monthly bank charges each calendar day exceeding the standar

6.2 - Establish Escrow Disbursement Account by October 11,2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.3 — Contractor shall provide images of cleared Escrow Disbursement Account checks at M/E on CD.

Copies of check images provided by 10" calendar day of month.

0% Measured by COR (or designee).

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.5 - Establish Borrower Escrow Custody Account by October 11, 2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.6 - Establish Net Income Account by October 11, 2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.7 — Establish EFT Account by October 11, 2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.8 — Establish Escrow Voucher Account by October 11,2018 8:00 AM (CST) or no more than two weeks after contract award.

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standai

6.9 — Establish Emergency Disbursement Account by October 11, 2018 8:00 AM (CST) or no more than two weeks after

Meet required service level, 0% Utilize Contractor on line banking system to view bank balances and process transaction services.

$50 deducted from th monthly bank charges each calendar day exceeding the standar

6.10 — Provide monthly bank account analysis via hard copy report on bank accounts maintained by Contractor that detail services provided, volumes and associated fees.

Month-end report supplied by 10' of the following month.

0% Reconcile monthly bank statement and/or review balances on-line, $50 deducted from th monthly bank charges each calendar day exceeding the standat

6.11 — Provide communication software, transmission configurations and key contact person to process Agency transaction

Provide medium to process Agency transactions or provide support

0% Daily transaction is unable to be completed by Agency.

All fees waived for processing particulat transaction.

6.12 — Provide daily Meet required 0% Utilize Contractor on Measured by COR (c investment advice and investment purchases as needed by Agency.

service level. linesystem to view investments and provide advice for maturing investment designee).

6.14 — Provide monthly Month-End 0% Contractor will $50 deducted from th "Full" Account report supplied reconcile monthly bank monthly bank charges Reconciliation Plan (ARP) by 10'h of the activity and provide each calendar day via hard copy report for the following reporting documents exceeding the standal Escrow Concentration, month. for the previous month.

Escrow Disbursement and Emergency Disbursement Accounts maintained by contractor.

DELIVERY LOCATION:

AGAR 452.247-70 (FEB 1988)

Shipment of hard copy deliverable items shall be to:

USDA — RD — CSC

4300 Goodfellow Blvd.

Bldg. 105-E, FC-243 Saint Louis, MO 63120

ELECTRONIC DELIVERIES

Electronic deliverables items shall be to:

Kansas City Computer Center Kansas City, MO

DELIVERY SCHEDULE

The contractor shall provide on-line access to USDA — RD bank account balances, ACH and wire transfer transmission capabilities, void and stop payment of disbursed checks, positive pay monitoring and action (acceptance or rejection), check presentment totals, etc. on a daily basis. Account analysis statements, USDA — RD bank statement activity, Account Reconciliation Plan (ARP) reporting shall be provided as hard copies within 10 calendar days after the end of the reported month.

CONTRACT ADMINSTRATION DATA

BILLING

An account analysis statement detailing the monthly banking services volumes with the associated contractual fees for services less any offsetting compensating balances will be submitted in duplicate within 10 calendar days after the end of the reported month. In addition, any custody and investment management fees billed on USDA — RD funds invested in individual U.S. Treasury Bills will be submitted in duplicate within 10 calendar days after the end of the reported month. Invoices shall be submitted listing the Contract number to:

USDA — RD — PMD

Contracts Operations Branch 1400 Independence Ave., S.W.

Mailstop 0741 Washington, DC 20250 Attention: Berel Dorfman (CO) E-mail: Berel.Dorfman@usda.gov

(202) 692-0247

And

USDA — RD — CSC

4300 Goodfellow Blvd.

Bldg. 105-E, FC-243 Saint Louis, MO 63120 Attention: Gregory A. Orlet (COR) E-mail: Gregory.Orlet@stl.usda.gov

(314) 457-5801

NOTE: This contract is administered as a "self-funded" contract where all fees (i.e., banking services, custody and investment management) are paid, after review by COR, from the accumulated funds in the USDA — RD — CSC Net Income Account located at contractor.

ADMINSTRATION

This contract will be administered by Berel Dorfman (CO) at:

USDA — RD — PMD

Contracts Operations Branch 1400 Independence Ave., S.W.

Mailstop 0741 Washington, DC 20250

(202) 692-0247

Solicitation Number 123 IME18R0015

TECHNICAL DIRECTION/CONTRACTING OFFICER'S REPRESENTATIVE

Performance of the work herein shall be subject to the technical direction of the COR or their duly authorized representative. As used herein, technical direction encompasses directions to the contractor which fill in details or otherwise complete the general description of the work set forth above. These directions must be within the general scope of the work set forth above and may not be of such a nature as to constitute an increase in the amount of, or time required, for completion of the work under this contract, or affect any other provisions hereof without prior written approval of the CO.

SPECIAL CONTRACT REQUIREMENTS

GOVERNMENT FURNISHED PROPERTY AND SERVICES

No governmental property or services are provided to the contractor for the purposes of contract performance. If the government determines at any time during the contract performance that property or services shall be provided, such property or services shall be provided and documented by issuance of a contract modification.

PHYSICAL SECURITY

(a) Safeguarding Assets — The contractor shall be responsible for safeguarding all government property including records and accounts.

(b) Internal Controls — The contractor will be responsible for internal controls surrounding the development, implementation and maintenance of USDA fiduciary accounts to protect against waste, fraud and abuse of government assets. This includes limiting physical access to said assets.

HOURS OF OPERATION

The contractor shall deliver and perform all services during the business hours of 8:00 AM through 5:00 PM (CST), Monday through Friday, excluding the following Federal Government holidays as specified at 5 U.S.C. 6103.

New Year's Day — January 1st Martin Luther King, Jr.'s Birthday — Third Monday in January President's Day — Third Monday in February Memorial Day — Last Monday in May Independence Day — July 4th Labor Day — First Monday in September Columbus Day — Second Monday in October Veteran's Day — November ll th Thanksgiving Day — Fourth Thursday in November Christmas Day — December 25th

BUILDING SECURITY

(a) During the business hours of 8:00 AM through 5:00 PM (CST), Monday through Friday, the contractor's personnel shall enter the Federal Government Complex in Saint Louis, MO through the main gate at 4300 Goodfellow Blvd., will be asked to show appropriate identification (a photo ID as outlined in the preceding paragraph), pass through an x-ray device, sign a log sheet upon entering and leaving the facilities and have any packages hand searched.

(b) Identification of the contractor's personnel is required and may be requested by government personnel at any time while the contractor's personnel are on the government premises. Upon contract award, the contractor's personnel working on the government premises will be provided with ID badges to gain entry to the government complex.

Photo badges shall be obtained from the Rural Development's (RD) Security Section.

The name and phone number of the Security Officer will be provided after award (if appropriate).

DUPLICATION OF DOCUMENTATION

USDA — RD reserves the right to duplicate freely any documentation provided in conjunction with the resulting contract for its internal use. This includes, but is not limited to, all documentation listed herein.

USDA — RD personnel, including its staff or consultants, working under this contract will agree not to reveal to any person or entity any of the trade secrets or confidential information concerning the contractor's products, design methods, know-how techniques, system processes, software programs, works of authorship, projects, plans, or proposals except as may be required in the ordinary course of performing USDA — RD duties and only on a "need to know" basis, provided the contractor has clearly identified, and put USDA — RD on written notice, that the release of specific documentation is restricted.

NEWS RELEASE LIMITATION

No news releases pertaining to this contract or subsequent delivery orders shall be made without prior written approval from the USDA — RD, and then only in coordination with the CO.

USE OF USDA's NAME OR CONTRACTUAL RELATIONSHIP IN

ADVERTISEMENT

The contractor agrees not to refer to awards of contracts from USDA — RD in commercial advertising. The contractor also agrees not to distribute or release any information that states or implies that USDA — RD endorses, uses, or distributes the contractor's products or services without prior approval in writing from the CO.

LIMITED DISTRIBUTION OR USE OF CERTAIN DATA INFORMATION

Performance of this contract may require the contractor to have access to and use of data and information that may be considered proprietary by other customers, or that may otherwise be of such a nature that its dissemination or use, other than in performance of this contract would be adverse to the interest of the USDA — RD and others. The contractor agrees that the contractor personnel shall not divulge or release data and information developed or obtained in connection with the performance of this contract, until made public by the USDA — RD, except to authorize USDA — RD personnel or upon written authority from the CO.

STANDARDS OF CONDUCT AND RESTRICTIONS

The contractor shall conform to the standard of conduct as follows:

(a) The contractor shall not market for or solicit new business opportunities from USDA

— RD except through formal procurement channels.

(b) The contractor and its employees shall refrain from discussing with unauthorized persons any information obtained in the performance of this contract or subsequent delivery orders.

(c) The contractor and its employees shall conduct only such business as covered by this contract and subsequent delivery orders during periods paid by USDA — RD. Business not directly related to this contract or subsequent delivery order shall not be conducted on USDA — RD premises.

INSPECTIONS

The contractor shall keep all USDA — RD (and related) records available for inspection by the CO and/or COR. Original documents and copies will be safeguarded against waste, fraud and abuse.

SECURITY REQUIREMENTS

(a) The software systems to be developed and/or maintained under this contract may contain financial data subject to privacy laws and regulations. The contractor shall be responsible for assuring that all personnel having access to Privacy Act data have a Minimum Background Investigation security clearance prior to access to the data. This includes personnel and technicians on or off-site in which access to the data is possible.

Individuals with security clearances shall be responsible for ensuring that sensitive data is not transmitted to unauthorized parties.

(b) Immediately upon contract award, the contractor shall identify to the COR those individuals who have security clearances or who will be in need of security clearances.

The contractor is responsible for all costs associated with obtaining background investigations and fingerprints. The approximate cost for performance of a background investigation is $475. The COR will provide the necessary background investigation request forms required for each individual identified for clearance. The forms required are:

1. Fingerprint Chart (two sets required)

2. SF-171 - Personal Qualifications Statement or a Resume

3. OF 306 —Declaration for Federal Employment

4. Fair Credit Reporting Release Form

Online access to SF-85P, Questionnaire for Public Trust Positions, will be provided by the RD servicing personnel office when the COR provides the appropriate request to that office.

(c) All forms must be typed, or printed neatly in ink. Once the required documents have been completed, including the online SF-85P, the applicant must take the package to the RD servicing personnel office (address below) for review. The applicant will be required to setup an appointment to ensure the proper individual is available to receive the completed package.

Two forms of identification (source documents) will be required for verification purposes.

USDA — RD — Operations and Management (OM) Headquarters Personnel Services Branch 1400 Independence Ave., S.W. — Mail Stop 0730 Room 1330, South Building Washington, DC 20250

(202) 692-0173

USDA—RD

Field Services Branch (Human Resources) 4300 Goodfellow Blvd.

Bldg. 105, Mail Stop FC-61 Saint Louis, MO 63120

(314) 457-5600

If requested by the RD servicing personnel office, the contractor will make any appropriate corrections, and return the corrected forms with three working days after the request is received.

(d) Background investigations conducted by other Federal Government Agencies may be accepted. The contractor must provide proof of an acceptable background investigation to the RD servicing personnel office. Determination of acceptability is at the discretion of RD.

(e) The Government has the right to perform periodic on-site inspections of contractor operations to ensure compliance with information protection requirements outlined in USDA or Federal Government regulations.

(f) RD reserves the right, at any time, to require replacement of contractor personnel, if the individual does not meet the security requirements.

(g) Prior to starting contractual work affected by the Privacy Act, the contractor is responsible for providing proof of security clearance or submitting all required documents as identified in (b) above to the RD servicing personnel office for all affected personnel.

CONTRACT CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference, (FEBRUARY 1998)

This contract incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the CO will make their full text available. Also, the full text of a clause may be accessed electronically as follows: FAR

Clauses at: https://www.acquisition.gov/far.

FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1) CLAUSES:

FAR

CLAUSE

NO. DATE TITLE

52.202-1 Nov 2013 Definitions (Over the Simplified Acquisition Threshold)

52.203-3 Apr 1984 Gratuities (Over the Simplified Acquisition Threshold)

52.203-5 May 2014 Covenant Against Contingent Fees (Over the Simplified Acquisition Threshold)

FAR

CLAUSE

NO. DATE TITLE

52.203-7 May 2014 Anti-Kickback Procedures (Over the Simplified Acquisition Threshold)

52.203-8 May 2014 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

(Over the Simplified Acquisition Threshold)

52.203-10 May 2014 Price or Fee Adjustment for Illegal or Improper Activity (Over the Simplified

Acquisition Threshold)

52.203-12 Oct 2010 Limitation on Payments to Influence Certain Federal Transactions (Over

$150,000)

52.203-17 Apr 2014 Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights (Over the Simplified Acquisition Threshold)

52.204-2 Aug 1996 Security Requirements

52.204-4 May 2011 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (Over the

Simplified Acquisition Threshold)

52.204-9 Sep 2007 Personal Identity Verification of Contractor Personnel

52.204-11 Mar 2009 American Recovery & Reinvestment Act — Reporting Requirements

52.204-13 Oct 2016 System for Award Management Maintenance

52.204-19 Dec 2014 Incorporation by Reference of Representations and Certifications

52.212-4 May 2015 Contract Terms and Conditions-Commercial Items

52.215-2 Oct 2010 Audit and Records - Negotiation [Note: Applies to ALL contracts funded in whole or in part with Recovery Act funds, regardless of dollar value, AND contracts over the Simplified Acquisition Threshold funded exclusively with non-Recovery Act funds.]

52.215-19 Oct 1997 Notification of Ownership Changes

52.223-5 Aug 2003 Pollution Prevention and Right-to-Know Information

52.223-6 May 2001 Drug-Free Workplace

52.224-1 Apr 1984 Privacy Act Notification

52.224-2 Apr 1984 Privacy Act

52.227-1 Dec 2007 Authorization and Consent

52.227-2 Dec 2007 Notice and Assistance Regarding Patent and Copyright Infringement

52.227-17 Dec 2007 Rights in Data-Special Works

52.228-5 Jan 1997 Insurance-Work on a Government Installation

52.229-3 Feb 2013 Federal, State and Local Taxes (Over the Simplified Acquisition Threshold)

52.232-1 Apr 1984 Payments

52.232-8 Feb 2002 Discounts for Prompt Payment

52.232-9 Apr 1984 Limitation on Withholding of Payments

52.232-11 Apr 1984 Extras

52.232-17 May 2014 Interest (Over the Simplified Acquisition Threshold)

52.232-23 May 2014 Assignment of Claims

52.232-25 Jul 2013 Prompt Payment

52.232-39 Jun 2013 Unenforceability of Unauthorized Obligations

52.233-1 May 2014 Disputes

52.233-3 Aug 1996 Protest After Award

52.234-4 Jul 2006 Earned Value Management System

52.237-2 Apr 1984 Protection of Government Buildings, Equipment, and Vegetation

52.237-3 Jan 1991 Continuity of Services

52.242-5 Oct 2010 Payments to Small Business Subcontractors

52.242-13 Jul 1995 Bankruptcy (Over the Simplified Acquisition Threshold)

52.242-15 Apr 1984 Stop Work Order with Alternate I (Apr 1984)

52.243-1 Aug 1987 Changes - Fixed-Price

52.243-1 Aug 1987 Changes - Fixed-Price, Alternate I (Apr 1984) (substitute for 52.243-1, when applicable)

52.243-1 Aug 1987 Changes- Fixed-Price, Alternate II (Apr 1984) (substitute for 52.243-1, when applicable)

52.244-2 Oct 2010 Subcontracts

52.244-5 Dec 1996 Competition in Subcontracting

52.244-6 Oct 2014 Subcontracts for Commercial Items

52.246-1 Apr 1984 Contractor Inspection Requirements

52.246-4 Aug 1996 Inspection of Services - Fixed Price

52.246-25 Feb 1997 Limitation of Liability - Services (Over the Simplified Acquisition Threshold)

52.249-4 Apr 1984 Termination for Convenience of the Government (Services) (Short Form)

52.249-8 Apr 1984 Default (Fixed-Price Supply and Seryice)(0yer the Simplified Acquisition

Threshold) 52.253-1 Jan 1991 Computer Generated Forms

AGAR 452.204-70 Inquiries (FEB 1988)

Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

AGAR 452.216-73 Minimum and Maximum Contract Amounts (Feb 1988)

During the period specified in FAR clause 52.216-18, ORDERING, the Government shall place orders totaling a minimum of $50,000.00, but not in excess of $in500,000.00.

AGAR 452.216-74 Ceiling Price (Feb 1988)

The ceiling price of this contract is $500,000.00. The Contractor shall not make expenditures or incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the Contractor's own risk.

AGAR 452.222-70 Confidentiality of Information (Feb 1988)

(a) Confidential information, as used in this clause, means —

(1) Information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

(b) In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the "Disputes" clause.

(g) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure, dissemination, or publication.

(h) The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State or local laws.

AGAR 452.237-75 Restrictions Against Disclosures (FEB 1988)

(a) The Contractor agrees, in the peiformance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The Contractor also agrees not to publish or otherwise divulge such information in whole or in part in any manner or form, or to authorize or permit others to do so, taking such reasonable measures as are necessary to…