Attachment 1 - PWS Asset Sales Draft May 2025.pdf

Performance Work Statement (PWS)

Asset Sales Transaction Services

05/28/2025

Version 2.0

Vision Statement

1 General Information

1.1 Scope of Work

1.2 Background

1.3 Constraints

1.3.1 Restrictions………………………………………………………...…………………...…..10

1.3.2 Confidentiality of the Work Product…………………………………………………....….12

1.3.3 Insurance Requirements…………………………………………………………………...13

1.3.4 Certificates of Defects or Other Claims on the sale of single family loans……………13

1.4 Non-Personal Services

1.5 Period of Performance

1.6 Place of Performance

1.7 Hours of Operation

1.8 Special Qualifications

1.9 Post Award/Kickoff Conference

1.10 Status Meetings

1.11 Contractor Travel

1.12 Transition In

1.13 Transition Out

2 Definitions and Acronyms

2.1 Definitions

2.2 Acronyms

3.1 Government-Furnished Property and Services

3.2 Facilities

3.3 Equipment

3.4 Materials and Information…………………………………………………………………….21

3.5 Quality Assurance (QA)

4 Contractor-Furnished Items and Services

4.1 Facilities

4.2 Equipment

4.3 Material

4.4 Contractor Responsibilities

4.5 Contractor Personnel

4.6 Identification of Contractor Employees

5.0 Specific Tasks

5.1 Transition In

5.2 Project Management

5.2.1 Status Meetings...…...………………………………………………………………………23

5.2.1.1 Meetings

5.2.2 Automated Breach Portal (ABP0 Optional

5.2.2.1 Automated Breach Portal (ABP) Support Services

5.2.3 Operations and Maintenance (O&M)

5.2.3.1 Help Deask Support

5.2.3.2 ABP Support Relating to Performance Testing and Enhancement …………………27

5.2.4 Development, Modernization & Enhancement (DME) Optional ………....……………27

5.2.5 Ad Hoc Tasks…………………………………………………….………………………….27

5.2.5.1 Briefing Papers……………………………………………………………………………27

5.2.5.2 Due Diligence Services (Outside Sale Initiative)………………………………………28

5.2.5.3 Loan Valuation and Foreclosure Analysis for MF / HC Loans……………………….28

5.2.5.4 Workshops / Seminars / Webinars ……………………………………………………..29

5.3 Pre-Sale Activates ……………………………………………………………………………31

5.3.1 Project Milestone Plan ……………………………………………………………………..31

5.3.2 Loan Due Diligence Services ……………………………………………………………..32

5.3.2.1 Borrower Letters and Unit of local Gov. Letters MHLS .……..…..…………………..34

5.3.3 Aggregate Loan Database / Due Diligence Prep and QC……………………………...34

5.3.4 Portfolio Underwriting and Analysis ………………………………………………………35

5.3.5 Asset Market Valuations and Market Pricing…………………………………………….36

5.3.6 Marketing and Advertising Campaign.……………………………………………………37

5.3.7 Sale Announcement and Advertising….….……………………………………………. ..38

5.3.8 Virtual Data Room…………………………………………………………………………..39

5.3.9 Bidder Documentation and Qualification………………………………………………….39

5.3.10 Bidder Information Package (BIP) Bid System Go-Live…………………………….…40

5.3.11 Bid Day Procedures…………………………………………………………………….…41

5.3.12 Bid Evaluation Model (BEM)……………………………………………………………...41

5.4 Sale Day Activities ……………………………………………………………………………43

5.4.1 Bid Day and Sale Day Procedures....................………

5.4.2 Award Letters and Package(s)…………………………………………………………….43

5.5 Post Sale Activities …………………………………………………………………………...45

5.5.1 Sales Activities Report……………………………………………………………………...45

5.5.2 Post-Sale Report ……………………………………………………………………………47

5.5.3 Data Shipping / Transfer……………………………………………………………………47

5.5.4 Loan Settlements / Closings……………………………………………………………….48

5.5.4.1 HECM Loan Settlements / Closings ……………………………………………………48

5.5.4.2 Single Family Loan Settlements / Closings ……………………………………………48

5.5.4.3 Multifamily / Healthcare Settlements/ Closings………………………………………..49

5.5.5 Breach Portal Post Sale Services…………………………………………………………50

5.6 Transition Out …………………………………………………………………………………50

6 Deliverables……………………………………………………………………………………...51

6.1 Quality Control Plan….………………………………………………………………………..53

6.2 Acceptance Criteria

7 Related Documents...…………………………………………………………………………...54

8 Performance Requirements Summary

Vision Statement

To strengthen the housing market through the accurate, timely, and efficient sale of

HUD loans, notes and government assets while achieving operational excellence.

1 General Information

1.1 Scope of Work

The Department of Housing and Urban Development (HUD), Office of Asset Sales (OAS) is seeking contractor support to assist with asset sales. Services shall include executing loan sales initiatives for single family loans, Home Equity Conversion Mortgage (HECM) loans, and multifamily/healthcare loans. Services shall also include assisting with closing transactions such as transferring assets to winning bidders, monitoring and reporting on breaches, and performing

Ad HOC tasks relative to the loan sales program.

The Contractor shall provide support and assist OAS with asset sales. The asset sales program primarily encompasses four types of note sales including:

1. Home Equity Conversion Mortgages

2. Single Family Forward Loans

3. Multifamily and Healthcare Notes

4. Other Government Assets

The Contractor shall gather and provide appropriate information to the investor community about the assets to be sold, ensure investors are qualified to purchase, market the offering to a maximum number of investors to produce best pricing to the government, assist with closing the transactions, and conduct post-closing tasks to transfer assets to winning bidders. These services shall include:

Transition In Project Management Pre-Sale Activities Sale Day Activities Post-Sale Activities Transition Out

Detailed descriptions of specific tasks are provided in Section 5

1.2 Background

The FHA Office of Asset Sales was established on December 1, 2001, by the HUD Deputy

Assistant Secretary for Finance and Budget (FAB) under Section 601 of the National Housing

Act to coordinate the disposition of FHA-held single family and multifamily mortgage loans.

Through the Mortgage Acquisition and Recovery Initiative Pilot (MARI) launched in 2010 and expanded in 2012 with the Distressed Asset Stabilization Program (DASP) the Office of Asset

Sales has managed the sale of over 733 multifamily and healthcare mortgage loans totaling approximately $5.23 billion in Unpaid Principal Balance (UPB).

The Office of Asset Sales facilitates competitive auctions selling the mortgages primarily to private sector entities at pricing that represents the highest recoveries to the FHA mortgage insurance fund. The Office of Asset Sales may also execute the sales function in accordance with HUD’s mission of promoting home ownership, maintaining affordable housing, and preserving communities as deemed needed by the HUD Secretary.

1.3 Constraints

The services identified in this PWS will adhere to the rules, regulations, laws, standards, and conventions identified by HUD as well as within the Federal Government. Constraints include the following:

The Contractor shall prepare PPM documentation in accordance with the format and content specified in the PPM templates at The HUD PPM guide always takes precedence whenever inconsistencies manifest between the PPM Guide and its corresponding PPM templates and PPM Checklists.

http://hudatwork.hud.gov/po/i/itm/ppm/ppm.cfm.

The Contractor shall manage all projects in accordance with the National Defense

Industrial Association (NDIA) American National Standards Institute Electronic Industries

Alliance (ANSI/EIA) - 748 standards for Earned Value Management Systems (EVMS) and be subject to periodic compliance reviews. https://www.ndia.org/-

/media/sites/ndia/divisions/ipmd/division-guides-and-resources/ndia_ipmd_intent_guide_ver_d_aug282018.ashx

The Contractor shall prepare analysis reports in accordance with guidance provided within the HUD Analysis Report Guide.

https://www.hud.gov/sites/dfiles/SFH/documents/SFH_POLI_APPR_RPT_FIN.pdf

Constraints include the following: The Debt Collection Improvement Act of 1996 credit agencies with over $100 million in loan assets are expected to sell delinquent loan assets that meet certain criteria.

http://hudatwork.hud.gov/po/i/itm/ppm/ppm.cfm https://www.federalregister.gov/documents/2022/03/02/2022-03584/debt-collection-authorities-under-the-debt-collection-improvement-act-of-1996

The National Housing Act section 204(a) (1) (A) (12 U.S.C. 1710(a) (A) also authorizes assignment of certain defaulted mortgages.

https://uscode.house.gov/view.xhtml?req=(title:12%20section:1710%20edition:prelim

OMB Circular Number A-11, Part 5 Section 185.8(e) requires OMB approval of the note sales. https://www.whitehouse.gov/wp-content/uploads/2018/06/a11.pdf

Housing Handbook 4335.2, Secretary-Held Servicing https://www.hud.gov/program_offices/administration/hudclips/handbooks/hsgh/43352

Housing Handbook 7610.0, HECM Housing Counseling Protocol https://www.hud.gov/sites/documents/7610-0_COMBINED.PDF

NARA (44 U.S.C. Chapter 21) https://www.archives.gov/about/laws#nara

NARA Records Management NARA (44 U.S.C. Chapter 29) https://www.archives.gov/about/laws#recmgmt

RA Records Management NARA (44 U.S.C. Chapte9) https://www.archives.gov/about/laws#recmgmt

National Housing Act, 12 U.S.C. 1715z-20, Insurance of Home Equity Conversion Mortgages for Elderly Homeowners https://www.ecfr.gov/current/title-24/subtitle-B/chapter-II/subchapter-B/part-206

24 CFR 206, Home Equity Conversion Mortgage Insurance https://www.ecfr.gov/current/title-24/subtitle-B/chapter-II/subchapter-B/part-206?toc=1

Privacy Act 1974 https://www.justice.gov/opcl/privacy-act-1974

Reports Consolidation Act https://www.congress.gov/106/plaws/publ531/PLAW-106publ531.pdf

Government Paperwork Elimination Act https://www.congress.gov/congressional-report/105th-congress/senate-report/335/1

Disposal of Records (44 U.S.C. Chapter 33) https://www.archives.gov/about/laws/disposal-of-records.html

Government Paperwork Elimination Act (5 U.S.C. 3504 note) Government in the Sunshine Act (5 U.S.C. 552b) https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title5-section552b&num=0&edition=prelim https://www.federalregister.gov/documents/2022/03/02/2022-03584/debt-collection-authorities-under-the-debt-collection-improvement-act-of-1996 https://www.federalregister.gov/documents/2022/03/02/2022-03584/debt-collection-authorities-under-the-debt-collection-improvement-act-of-1996 https://uscode.house.gov/view.xhtml?req=(title:12%20section:1710%20edition:prelim https://www.hud.gov/program_offices/administration/hudclips/handbooks/hsgh/43352 https://www.archives.gov/about/laws#nara https://www.archives.gov/about/laws#recmgmt https://www.archives.gov/about/laws#recmgmt https://www.ecfr.gov/current/title-24/subtitle-B/chapter-II/subchapter-B/part-206?toc=1 https://www.justice.gov/opcl/privacy-act-1974 https://www.congress.gov/106/plaws/publ531/PLAW-106publ531.pdf https://www.congress.gov/congressional-report/105th-congress/senate-report/335/1 https://www.archives.gov/about/laws/disposal-of-records.html https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title5-section552b&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title5-section552b&num=0&edition=prelim

Electronic Records Management (ERM)Systems requirements https://www.archives.gov/records-mgmt/policy/requirements-guidance.html

Department of Housing and Urban Development regulations, Handbooks and Policies http://www.HUD.gov GAO directives et seq.: https://www.gao.gov/agencies/department-housing-and-urban-development

Data Handling - The Contractor shall follow these rules when handling all data related to this requirement:

The Contractor and its employees shall not divulge, or release data or information developed or obtained during performance of this contract without written approval of the

Contracting Officer.

Information contained in all source documents and other media provided by HUD is the sole property of HUD.

Include the following statement on deliveries of hardware, software, and all data media made set forth in this contract: "This product has been scanned for known viruses using

[name of virus-screening product, including version number, if any and is certified to be free of known viruses at the time of delivery.

Adhere to HUDs policies for safeguarding sensitive electronically formatted information.

As expiration of the contract approaches, the contractor must prepare and deliver all

OAS data the governments designee in a machine-readable format. The data rights include but are not limited to all versions, processes, databases, models, reports, data, and related documentation.

Ownership: Ownership and data rights of all the elements, structures and processes feeding into or produced by the databases or other automated tools developed under this contract will be the property of the government.

The Contractor shall adhere to the: Mark-to-Market Operating Procedures Guide

The Contractor shall adhere to the: HUD 4350.1 handbook https://www.archives.gov/records-mgmt/policy/requirements-guidance.html

1.3.1 Restrictions

The Contractor may not participate as a bidder or as an advisor to a bidder on any other sales transaction involving the assets in this Project conducted by HUD for the life of this Contract and any extensions.

The Contractor shall disclose HUD confidential and proprietary data only at the direction and discretion of HUD.

HUD always reserves the right to approve the structure, size, timing, budget, composition, and any other aspect of the note sale.

Confidentiality of the Work Product. Unless otherwise specified, all information, including but not limited to organizational, product, financial and personal data which is produced or otherwise made available to the Contractor by the Government is considered confidential and proprietary and shall not be used for any purpose other than performance of work under this request. Regardless of the form of this information, the

Contractor agrees that no individual or entity that performs work under this contract shall disclose or allow disclosure of any such data or derivatives thereof to third parties, except as may be required in the performance of this contract. All information shall be returned to OAS at the completion of the contract. Any information of personal nature may also be subject to other laws, such as the Privacy Act, governing disclosure, which are fully applicable to the Contractor as a term and condition of this contract. For subcontractors, outside hires, etc., this provision shall be a flow down provision of the subcontract.

The Contractor shall require its officers, employees, agents, subcontractors and independent contractors involved in this contract shall execute an appropriate nondisclosure agreement approved by the Contracting Officer, ensuring the confidentiality of any work product, pursuant to this paragraph. Such signed agreements shall be made available immediately upon request to the Contracting Officer for each entity and individual prior to that entity or individual performing work under this contract.

Disclosure of work product may be a cause for termination, possible debarment from doing business with the federal government or whatever remedy may be appropriate.

Insurance Requirements. The Contractor shall provide HUD evidence of error and omissions coverage, naming HUD as a third-party beneficiary, in a minimum amount of one million dollars ($1,000,000). Such evidence may be (1) a binder or (2) a copy of the original policy. Contractor shall furnish HUD's Contracting Officer with proof of insurance within five (5) business days of the execution of the Contract.

Contractor Protocols. The Contractor performs their duties as part of an overall

Project Team. While it is imperative the Contractor coordinate with the Project Team, the

Contractor shall be directed by PM/COR

Electronic Access. The Contractor shall have the capability to receive and transmit documents, data files and e-mail to participants in the Project using the Internet. The

Contractor's connectivity to the Internet shall be through a reliable Internet Service

Provider (ISP). The ISP service shall be of sufficient capacity to sustain the volume of traffic associated with the transmission of documents, e-mails and data files between the participants in the Project.

Internet access shall be through Internet browsers supporting Secured Socket Layer

(SSL) communications protocol and File Transfer Protocol (FTP). The Contractor shall insure the FTP capability can transfer large data files back and forth to HUD. The

Contractor shall bear the expenses of providing the required Internet capabilities.

Electronic Delivery of Products. All memorandums, reports, databases, spreadsheets, and deliverables of any kind shall be provided to COR/SCOR in an electronic file format consistent with established HUD standards. The file formats in general usage include the applications in the Microsoft Office Suite, Adobe Acrobat files

(.pdf), or Web files (.html). Any deviations from the HUD standards shall require the prior written approval of the PM/COR.

Certificates of Defects or Other Claims on the sale of single-family loans. Should certificates of defect or other claims regarding assets be submitted by the single family note sale purchasers or their agent during the claim/adjustment period or should HUD incur any liability due to the failure on the part of the Contractor to produce accurate and complete services/work products regardless of whether the service/work product has been delivered and accepted by PM/COR, all fees paid for services/work product on said asset(s) are subject to disallowance by HUD.

The Contractor agrees that should any certificate of defect or other claim be honored by

HUD or should HUD incur any liability as a result of inaccurate or incomplete services/work product by the Contractor, the Contractor is not entitled to any fees for the services/work performed for the asset(s) in question, and agrees to refund to HUD any fees paid to the Contractor for such assets within 30 business days after the date HUD agrees to honor any such certificate of defect or other claim or the date in which any other such liability is honored. This is not an exclusive remedy of HUD and HUD may, in its sole discretion, avail itself of all legal remedies to seek reimbursement for actual damages, including, but not limited to, all costs involved in honoring any certificate of defect or other claim or satisfying any such liability or marketing and selling the property which has been repurchased by HUD, or to avail itself of any other remedies set forth in this contract.

The Loan Sale Transaction Specialist (LSTS or TS) shall facilitate and execute tasks specific to a Sale Initiatives (sale) for single family (to include HECM and other government loans), multifamily or healthcare defaulted or HUD-held notes. HUD’s objective is to maximize FHAs recoveries while reducing cost and increasing efficiencies. To successfully achieve these objectives, the Contractor shall provide

"state-of-the-art asset sales and related services. Cost for all services are at a fixed price with pass-through reimbursements for third party costs. Tasks performed in the execution of a loan sale are referred to as "Sale Initiative Tasks. The cost for performing these tasks is fixed price and costs shall be reflected the Contractors’ "Loan Sale

Initiative Fee”. This fee covers all tasks associated with a loan sale initiative.

Loan Due Diligence and Bid Platform. This requirement specifies that the contractor shall utilize a technologically state of the art due diligence platform and electronic bid site and bid model. The Government is not requiring the Contractor to build, develop and or construct for the Governments sole use a loan due diligence platform and bid site. The

Government expects the Contractor to be a qualified loan sale Transaction Specialist and, as such, have an existing loan sale due diligence platform and bid site or have them already available for its use. All costs associated with housing and providing

HUDs loan sale due diligence data to qualified bidders on an electronic platform and use of an electronic bid site shall be reflected in the contractors the Sale Initiative Fee. The cost shall not include costs for construction and or development of such platform.

Minimum and Maximum loan sales initiatives. HUD does not guarantee a minimum or maximum number of loan sale initiatives. However, the Contractor shall be ready to execute a loan sale initiative at HUDs directive, and as such, shall incur certain costs even when there are no loan sale initiatives. Even when there are no loan sale initiatives the Contractor shall respond to queries, questions, and calls from investors, nonprofits and other parties interested in HUD loan sales. Additionally, the Contactor shall keep its pulse on the loan sale market in terms of conducting period market surveillance related to product offerings, trading activity to include winning bidders, amount bid, offering size and the actions of market participants to include buyers and sellers.

1.3.2 Confidentiality of the Work Product

Unless otherwise specified, all information, including but not limited to organizational, product, financial and personal data which is produced or otherwise made available to the Contractor by the Government is considered confidential and proprietary and shall not be used for any purpose other than performance of work under this request.

Regardless of the form of this information, the Contractor agrees that no individual or entity that performs work under this contract shall disclose or allow disclosure of any such data or derivatives thereof to third parties, except as may be required in the performance of this contract. All information shall be returned to Contracting Officer

Representative (COR) at the completion of the contract. Any information of personal nature may also be subject to other laws, such as the Privacy Act, governing disclosure, which are fully applicable to the Contractor as a term and condition of this contract. For subcontractors, outside hires, etc., this provision shall be a flow down provision of the subcontract.

The Contractor shall require its officers, employees, agents, subcontractors and independent contractors involved in this contract shall execute an appropriate nondisclosure agreement approved by the Contracting Officer, ensuring the confidentiality of any work product, pursuant to this paragraph. Such signed agreements shall be made available immediately upon request to the Contracting Officer for each entity and individual prior to that entity or individual performing work under this contract.

Disclosure of work product may be a cause for termination, possible debarment from doing business with the federal government or whatever remedy may be appropriate.

1.3.3 Insurance Requirements

The Contractor shall provide HUD evidence of error and omissions coverage, naming HUD as a third-party beneficiary, in a minimum amount of one million dollars ($1,000,000). Such evidence may be (1) a binder or (2) a copy of the original policy. Contractor shall furnish HUD's

Contracting Officer with proof of insurance within five (5) working days of the execution of the contract.

1.3.4 Certificates of Defects or Other Claims on the sale of single-family loans.

Should certificates of defect or other claims regarding assets be submitted by the single family note sale purchasers or their agent during the claim/adjustment period or should HUD incur any liability due to the failure on the part of the Contractor to produce accurate and complete services/work products regardless of whether the service/work product has been delivered and accepted by COR/SCOR, all fees paid for services/work product on said asset(s) are subject to disallowance by HUD.

The Contractor agrees that should any certificate of defect or other claim be honored by HUD or should HUD incur any liability as a result of inaccurate or incomplete services/work product by the Contractor, the Contractor is not entitled to any fees for the services/work performed for the asset(s) in question, and agrees to refund to HUD any fees paid to the Contractor for such assets within 30 days after the date HUD agrees to honor any such certificate of defect or other claim or the date in which any other such liability is honored. This is not an exclusive remedy of

HUD and HUD may, in its sole discretion, avail itself of all legal remedies to seek reimbursement for actual damages, including, but not limited to, all costs involved in honoring any certificate of defect or other claim or satisfying any such liability or marketing and selling the property which has been repurchased by HUD, or to avail itself of any other remedies set forth we may in this contract.

The Loan Sale Transaction Specialist (LSTS or TS) shall facilitate and execute tasks specific to a Sale Initiatives (sale) for single family (to include HECM and other government loans), multifamily or healthcare defaulted or HUD-held notes). HUD’s objective is to maximize FHA’s recoveries while reducing cost and increasing efficiencies. To successfully achieve these objectives, the Contractor shall provide "state-of-the-art asset sales and related services. Cost for all services are at a firm fixed price or a direct reimbursement for third party costs. Tasks performed in the execution of a loan sale are referred to as "Sale Initiative Tasks. The cost for performing these tasks shall be reflected the Contractor’s "Loan Sale Initiative Fee. This fee covers all tasks associated with a loan sale initiative.

Detailed descriptions of specific tasks are provided in Section 5 - Specific Tasks.

1.4 Non-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 any actions constitute, or are perceived to constitute personal services, it shall be the Contractor's responsibility to notify the Contracting Officer (CO) immediately. These services shall not be used to perform work of a policy, decision making or management nature, i.e. inherently Government functions. All decisions relative to programs supported by the Contactor shall be the sole responsibility of the Government.

1.5 Period of Performance

The Period of Performance shall be for one base period of 12 months and four (4) 12-month option periods.

1.6 Place of Performance

The services to be performed under this contract shall be performed at the Contractor’s facilities.

1.7 Hours of Operation

The Contractor shall be available between the core hours of 7:00 am to 6:00 pm EST, Monday thru Friday except Federal holiday or when the Government facility is closed due to local or national emergencies, administrative closing, or similar Government directed facility closings. The Contractor shall be available for extended hours on bid day to award day.

Government agencies will not be available during scheduled holidays, inclement weather, weekends, after duty hours.

The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within the Contract when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind the stability and continuity of the workforce is essential.

1.8 Special Qualifications

N/A

1.9 Post Award/Kickoff Conference

The Contractor shall attend any post award conference convened by the contracting activity or contract administration office in accordance with FAR Subpart 42.5. The Government intends to convene a Post Award Conference with the Contractor within ten business days after contract award.

1.10 Status Meetings

The Contracting Officer, Contracting Officer’s Representative (COR) and other Government personnel, as appropriate may meet periodically with the Contractor to also review Contractor performance, requirement status, etc. At these meetings, the Contracting Officer will apprise the Contractor of how the Government views the Contractor's performance or progress of the requirement. 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. Post Award Conference and subsequent meetings may be held via teleconference at the Contracting Officer’s discretion.

1.11 Contractor Travel

Prior to travel, the Contractor shall coordinate with and receive Government authorization from the COR for all travel. Reimbursement of travel costs will be in accordance with the Federal

Travel Regulation and in accordance with FAR 31.205-46.

The Contractor shall provide in writing to the COR the purpose of the travel, the destination, the duration of stay, identify the personnel traveling, and provide an individual itemized estimate of the travel cost. Written approval from the COR is required at least three (3) days prior to any travel.

1.12 Transition In

The Contractor shall, upon the Contracting Officer's written notice, furnish Transition In services as required. As a successor, the Contractor shall have sufficient personnel on board during the

60-day Transition In period to ensure a smooth transition with the incumbent Contractor. The

Contractor shall provide an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized. During the Transition-In period, the Contractor shall become familiar with the requirements in order to commence full performance of services by the end of the contract Transition-In period. Transition In is not required if the successor Contractor is the incumbent.

1.13 Transition Out

To minimize any decrease in productivity and to prevent possible negative impacts on additional services, the Contractor shall have sufficient personnel on board during the 60-day Transition-

Out period. The incumbent Contractor shall ensure a smooth transition with the successor

Contractor during the Transition Out period, prior to completion of contractual performance. The incumbent Contractor shall aid the successor in the development of plans, procedures, and methods for the assumption of all on going work. The Contractor shall provide an orderly transition of work acceptance and accomplishment, such that full control by the successor

Contractor is achieved by the end of the new contract Transition-In period.

2 Definitions and Acronyms

2.1 Definitions

Asset Disposition and Management System (ADAMS/ P260) the Real Estate Owned (REO) Case Management system utilized by HUD staff and lenders relative to the disposition of HUDs REO properties.

Assignments - Loans assigned by Lenders to the Secretary of HUD for servicing.

Contractor - A supplier or vendor awarded a contract to provide specific supplies or service to the Government. The term used in this contract refers to the prime.

Contracting Officer (CO) - 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.

Conveyance, Assignment and Assumption Agreements (CAA) - A legal document that transfers the rights and obligations of one party (the "assignor") to another party (the

"assignee") in a contract, essentially allowing one party to step out and another to step in.

Defective Service - A service output that does not meet the standard of performance associated with the Performance Work Statement.

Deliverable - Anything that can be physically delivered but may include non-manufactured things such as meeting minutes or reports.

FHA Connection - The FHA Connection is an Internet based system through which

Mortgagees report the status of insured loans. Additionally, the FHA Connection allows HUD to post information of interest to Mortgagees, including but not limited to, a roster of FHA approved

Appraisers.

Government Furnished Property (GFP) - Government-furnished property is property in the possession of, or directly acquired by, the Government and subsequently furnished to the

Contractor for performance of a contract. Government-furnished property includes, but is not limited to, spares and property furnished for repair, maintenance, overhaul, or modification.

Government-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Government for continued use under the contract.

Home Equity Conversion Mortgage (HEMC) is an FHA reverse mortgage program specifically designed for homeowners aged 62 and older, allowing them to tap into their home equity without selling their property.

Participating Servicer Agreement (PSA) is the agreement between HUD and a P-Servicer that governs the P-Servicers submission of Single Family Loans to be sold in a Single Family

Sale on terms as prescribed by the Secretary.

Performance Work Statement (PWS) - A statement of work for performance-based acquisitions that describe the required results in clear, specific and objective terms with measurable outcomes.

Quality Assurance (QA) - Policies and procedures adopted by the Government to ensure supplies and services acquired under Government contracts conform to the contracts’ quality requirements.

Quality Assurance Surveillance Plan (QASP) - A plan describing how the agency will survey, observe, test, sample, evaluate and document the Contractor's performance in meeting critical performance standards identified in the contract.

Quality Control (QC) - All necessary measures taken by the Contractor to assure the quality of an end product of service shall meet contract requirements.

Secretary-Held - Any mortgage or property owned by the Department of HUD

Servicer an FHA-approved Mortgagee performing servicing actions on FHA-insured Mortgages on its behalf or on behalf of or at the direction of another FHA-approved Mortgagee.

Short Sale - The offer by a third party to purchase a property secured by a Secretary-held mortgage for the market value where that value is less than the total amount owed on the mortgage.

Single Family Acquired Asset Management System (SAMS) The Single Family Acquired

Asset Management System (SAMS) is HUDs primary system of record for tracking and accounting for properties acquired by HUD following payment of a claim for insurance benefits.

Single Family Data Warehouse (SFDW) The Single-Family Data Warehouse is a repository of all single-family data from other databases within HUD.

Single Family Default Monitoring System (SFDMS/ F42D) the Single-Family Default

Monitoring is the system of record utilized by lenders and servicers to record borrower default and lender loss mitigation activities. The system is used by HUD to monitor lender compliance.

Subcontractor - Any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, material, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and any person who offers to furnish or furnishes general supplies to the prime contractor or a higher tier subcontractor. The

Government does not have privity of contract with a subcontractor.

Workday - The number of hours per day the Contractor provides services in accordance with the contract.

Work Week - Monday through Friday, unless specified otherwise.

2.2 Acronyms

ADAMS/ P260 Asset Disposition and Management System

AQL Acceptable Quality Level

ALD Aggregate Loan Database

ACD Alternate Claim and Asset Disposition

BAUF Bidder Authorization and User Form

BEM Bid Evaluation Model

BIP Bidder Information Package

BPO Broker’s Price Opinion

BTAF Bid Terms Acknowledgment Form

CAA Conveyance, Assignment, and Assumption Agreement

CAC Compliance Analytics Contractor

CAD Commercial Asset Disposition

CPP Case Pricing Profile

CFO or OCFO Office of the Chief Financial Officer of HUD

CFR Code of Federal Regulations

CO Contracting Officer

COR Contracting Officer Representative

DAS Deputy Assistant Secretary

EST Eastern Standard Time (U.S.)

FAB Office of Finance and Budget

FASS Financial Assessment of FHA Housing FHA Federal Housing Administration

HECM Home Equity Conversion Mortgage (Reverse Mortgage)

HUD U.S. Department of Housing and Urban Development

HUDAR HUD Acquisition Regulation

HVLS HUD Held Vacant Loan Sale ISA Interim Servicing Agreement

IT Information Technology

JV Joint Venture LLC Limited Liability Corporation

LSA Loan Sale Agreement

MCA Maximum Claim Amount

MHLS Multifamily and/or Healthcare Loan Sales

MLS Mortgage Loan Schedule

NSC National Servicing Center

NSO Neighborhood Stabilization Outcome

OAS Office of Asset Sales

OGA Other Government Assets

OGC Office of General Counsel

OMB Office of Management and Budget

O&M Operations and Maintenance

ORM Office of Risk Management

PFA Program Financial Advisor

PNA Physical Needs Assessment

PSA Participating Servicer Agreement P-Servicer Participating Servicer

SALD Selected Attributes Loan Database SFC Single Family Claims Branch

SFAB Single Family Accounting Branch

SAMS Single Family Acquired Asset Management System

SFDW Single Family Data Warehouse

SFDMS/ F42D Single Family Default Monitoring System

SFH Single Family Housing

SFJV Single Family Joint Venture

SFLS Single Family Loans Sale Operating Procedures for FHA Note Sales

SOP Standard Operating Procedures

TS Transaction Specialist

ULG Unit of Local Government

UPB Unpaid Principal Balance

U.S.C United States Code

PM Project Manager

POC Point of Contact

POP Period of Performance

QA Quality Assurance

QASP Quality Assurance Surveillance Plan

QCP Quality Control Plan

3 Government-Furnished Property and Services The Contractor shall ensure accurate control and accountability of all Government Furnished

Property (GFP) in accordance with terms and conditions of this PWS and contract award. The

Government will furnish, at no cost to the Contractor, the GFP and services shown below.

3.1 Government Services

Government services will not be provided

3.2 Facilities

No facilities will be provided during the contract period of performance.

3.3 Equipment

No government equipment will be supplied.

3.4 Materials and Information

Copies of required materials will be provided to the Contractor in hard copy or soft copy within

15 days of contract award. All materials will remain the property of the Government and will be returned to the COR/PM upon request or at the end of the contract period.

3.5 Quality Assurance (QA)

The Government will evaluate the Contractor’s performance under this PWS and contract award in accordance with the Quality Assurance Surveillance Plan (QASP). The QASP is primarily focused on what the Government must do to ensure 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 quality level.

4 Contractor-Furnished Items and Services The Contractor shall furnish all equipment required to perform the duties of this contract.

4.1 Facilities

The Contractor shall furnish all facilities required to perform the duties of this contract.

4.2 Equipment

The Contractor shall furnish all equipment required to perform the duties of this contract.

4.3 Material

The Contractor shall furnish all materials required to perform the work under this contract.

4.4 Contractor Responsibilities

The Contractor shall only conduct business with designated Government personnel listed as points of contact (POCs). Names of authorized personnel shall be provided to the Contractor by the Government, in writing, and updated as necessary throughout the contract period.

U.S. Government records, copies of original results and reports, verified original data, corrected data and corrected supporting final reports which are maintained by the Contractor remain the property of the U.S. Government. These files/results must be surrendered to the COR upon request or at the end of contract performance.

4.5 Contractor Personnel

See HUDAR clause 2452.237-70 - Key Personnel in the Key Personnel section of the contract.

4.6 Identification of Contractor Employees

The Contractor shall provide a Contract Manager/Project Manager who shall be responsible for the performance of work. An alternate shall also be designated to act in the absence of the

Contract Manager. These Contractor personnel (main point of contact and alternate point of contact) are considered Key Personnel by the Government and shall be listed as such in accordance with HUDAR 2452.237-70, "Key Personnel”.

The Contract Manager/Project Manager or alternate shall have full authority to act on all contact matters relating to daily operations of this contract. Accordingly, at a minimum, the points of contact shall have the technical knowledge of the requirement and be in the position to actually receive assignment, guidance and direction from the Program Office PM /COR and CO per

HUDAR 2452.237-73, Conduct of Work and Technical Guidance and shall be allocated enough hours to the requirement to ensure successful performance.

These points of contact shall each be an employee of the Contractor. An employee of a subcontractor is not acceptable for either of these positions. The Contract Manger/Project

Manager or alternate shall be available between the hours of 7:00 am to 6:00 pm, Monday through Friday EST, except Federal Holidays or when the Government facility is closed for administrative reasons.

5 Specific Tasks

5.1 Transition In Task A

The Contractor shall coordinate with HUD personnel and the current contractor to obtain an understanding of the requirements in order to meet the required deliverable(s) in accordance with the PWS during the 60-day Transition In period. Key personnel and others determined by the program office, based on duties and responsibilities will be required to be PIV ’ed and will work with the COR and or HUD officials to meet this requirement.

The Contractor shall ensure that qualified and trained workforce of employees or subcontractors are in place; obtain all licenses, permits, bonds and qualifications required to transact business to perform the requirements contained in this PWS. (The program office will provide templates and materials; i.e. standard operating procedures guide during the transition period to aide in the Contractors’ understanding of the PWS.)

5.2 Project Management Task A

The Contract shall deliver a draft project plan within 10 business days of contract award that serves as a guide to OAS for the execution of the sales expected to occur in the contract base year. The plan will be developed with input from the program office and a final project plan will be delivered within 5 business of the program office returning the draft plan with comments and edits. The draft and final project plan shall be delivered to the program office. The contractor shall make available a project plan for each option year, if exercised.

The Contractor shall provide a roster of all staff to include subcontractors that indicates their job position, e-mail and the tasks they are expected to perform. The Contractor shall deliver the roster to the program office within 5 business days of the contract award. The roster shall be updated as personnel changes occur and made available to the program office upon request.

The Contractor shall provide project management services through-out the entirety of the contact. Contractors’ services shall include being available for meetings, planning of future sales, providing Operation and Maintenance (O&M) for the breach portal, performing Ad Hoc tasks, conducting training, report writing and improving processes and procedure in the OAS

Standard Operations Procedure (SOP) guide.

The Contractor shall not share sensitive data/materials, intellectual property, or unpublished data as it relates to this requirement unless authorized by the program office, HUD officials or the COR/CO.

The program office will make available a SharePoint site that the contractor shall upload and maintain deliverables determined by the program office for the life of the contract.

Performance Standards

a) Standard: Deliver the draft project plan within 10 business days after contract award AQL: Zero deviation

b) Standard: Deliver final project plan within 5 business days after contract award AQL: Zero deviation

c) Standard: Deliver a contractor roster within 5 business days after contract award AQL: Zero deviation

Deliverables

A001 Draft Project Plan

A002 Final Project Plan

A003 Contractor Roster

5.2.1 Status Meetings

The Contractor shall participate in a weekly status meeting at a time designated by the program office. The Contractor shall provide a status meeting report available in Microsoft Word or Excel that is made available to attendees. The weekly status report shall recap all previous tasks that were worked on and include all new tasks. (prior tasks are those that were recently completed).

The Contractor shall make the program office aware of any issue and problems they are experiencing and shall also note any accomplishments. The weekly status meeting agenda shall be provided by e-mail one business day prior to the weekly status meeting. The weekly status meeting minutes shall be made available to the Program Office within one business day after the meeting. The weekly minutes shall be e-mailed to all attendees and added to the OAS

SharePoint site

a) Standard: Deliver weekly status report (minutes) within one business day after the meeting.

Deliverable A004 Weekly Status Minutes Report

5.2.1.1 Meetings

Meetings in addition to the weekly status meeting, i.e. Ad hoc or planning meetings are essential to the success of the OAS Asset sales program. The Contractor shall have qualified personnel staff available to meet and work with the program to complete all tasks.

5.2.2 Automated Breach Portal (ABP) Optional

When a Purchaser believes HUD has breached a Rep and Warranty from the Conveyance, Assignment and Assumption Agreements (CAA) the purchaser will submit their breach notices to HUD through an automated breach portal. The Contractor shall develop and deliver an automated breach portal that will capture and monitor all breaches including alleged breaches that may result in a reimbursement or repurchase of the asset by coordinating with Servicers and purchasers. To accomplish this task the Contractor shall provide a secure automated breach portal that is hosted in a HUD.gov domain that:

Provides access to the breach portal to all winning bidders within 5 business days of settlement. This means they will be available to submitted breaches.

Accepts, stores and tracks the status of all breaches and their adjudication.

Allows for automated tracking of breach requests and the adjudication status based on the timeframes for submission and resolution as described in the P-Servicer Agreement

(PSA) and the CAA.

Provides an end-to-end solution that stores all loans sold in each sale, allows users to upload breach requests, get notification of breaches entered into the portal, upload breach decisions and run ad-hoc reports.

The Contractor shall provide a web based secure automated breach portal within 90 days of contract award and include a user manual for use of all users. HUD will own the system and will have full access and all administration rights.

The Contractor shall establish procedures for granting user access. The Contractor shall ensure the portal is working properly at all times and take necessary steps to remedy any and all functional issues. The Contractor shall ensure all data in the ABP is available to the program office in a format determined by the program office. If HUD requests data or any information related to the ABP the Contractor shall delivered the requested information within 5 business days of the request.

a) Standard: Deliver to OAS Automated Breach Portal within 90 days of contract award AQL: Zero deviation

b) Standard: Provide an Automated Breach Portal user guide AQL: Zero deviation

c) Standard: Provide ABP data with 5 business days of contract base year and each option.

A005 Automated Breach Portal A006 User Guide A007 ABP Data

5.2.2.1 Automated Breach Portal (ABP) Support Services

The Contractor shall support the ABP by providing Staff personnel points of contacts (POC’s) with business phone numbers and emails for users to contact during normal business working hours (Mon-Fri; 7:00am to 6:00pm EST) with questions or issues concerning the breach portal or the status of breaches submitted in the Breach Portal. The Contractor shall respond to all inquiries within 1 business day of submission. The ABP support services shall be operational within 1 business day of the delivery of the ABP, if the ABP is operational at the time of the award the contractor shall provide support services within 5 business days of award.

The Contractor shall follow up with investors and servicers regarding critical deadlines related to responses due from the Servicer or HUD loan sale purchasers to breach requests submitted to the portal.

When there is a disagreement between the Asset Purchaser and the Servicer regarding an alleged breach, the Contractor shall review the breach request and make recommendations / adjudications to the OAS staff on how to resolve the breach.

The Contractor shall track within the portal the wire disbursements issued to purchasers for breaches that resulted in repurchases of assets or financial cures. The Contractor shall also store and track within the portal the demand letters issued to Servicers for the return of claim funds to HUD and track the requests from Servicers to reinstate repurchased loans and monitor the status of the reinstatement of those repurchased loans; The Offeror shall track the demand letters issued to participating servicers for the return of claim funds to HUD.

The Contractor shall submit to the program office a monthly detailed Breach Coordination and

Monitoring Report that lists breaches that resulted in repurchases, the status of the repurchase and with a summary of the current status of all breach requests submitted each…