DU100H-17-R-0001.pdf

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

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32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

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41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

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STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

(Option Line Item)

Period of Performance: 09/01/2018 to 08/31/2019

0003 Program Financial Advisor Services

Option Year 2

(Option Line Item)

Period of Performance: 09/01/2019 to 08/31/2020

0004 Program Financial Advisor Services

Option Year 3

(Option Line Item)

Period of Performance: 09/01/2020 to 08/31/2021

0005 Program Financial Advisor Services

Option Year 4

(Option Line Item)

Period of Performance: 09/01/2021 to 08/31/2022

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

64 2 of

PART I - SUPPLIES OR SERVICES

2.1 DESCRIPTION: The Department of Housing and Urban Development, Office of Federal Housing Administration(FHA) requires the services to support the Federal Housing administration (FHA) in the management of the Asset Sales Program. The contractor will be responsible for advising the FHA on the disposition of the Multifamily, health care, and single family mortgage notes both in the planning and execution of programs and transactions.

2.2 CONTRACT TYPE: This is a Firm Fixed Price contract.

2.3 PERIOD OF PERFORMANCE: The period of performance is for a base period of twelve months and 4 one-year option periods.

2.4 SERVICES: The Contractor shall provide the supplies and services in accordance with the Contract Line Item Numbers (CLINs), See Attachment 1.

PART II - DESCRIPTION/SPECIFICATIONS

Program Financial Advisor

Vision Statement

This requirement is to obtain contractor support to assist HUD with advisory and analytic services for the

Federal Housing Administration Note Sale Programs.

1 General Information

1.1 Introduction

1.1 The Department of Housing and Urban Development (HUD), Federal Housing Administration (FHA)

Asset Sales Office (ASO) was established in Fiscal Year 2001 as an Office within Housings Office of

Finance and Budget to coordinate the disposition of FHA- held single family, multifamily and healthcare mortgage notes and to assist program asset managers in managing the portfolio of financial assets.

The Contractor shall support, assist and advise the Federal Housing Administration in administering the

Asset Sales Program through the disposition of these single-family, multifamily and healthcare mortgage notes through both competitive transactions offered to private investors, units of local government and non-profits and direct sales to units of local government and non-profit entities.

1.2 Background

To date, the Asset Sales Office (ASO) has managed the disposition of over 646 multifamily and healthcare mortgage loans totaling approximately $4.1 billion in Unpaid Principal Balance (UPB) in 25 loan sale initiatives. Single family loan sale initiative began in 2002 with Public/Private Joint Ventures under the Accelerated Claims and Asset Disposition Demonstration Program. To date, there has been four

(4) Joint Venture Sales totaling $610.1 million in UPB. In 2010, the Department embarked on a Whole

Loan Sales Initiative beginning with the Mortgage Acquisition and Recovery Initiative Pilot ("MARI).

MARI was expanded in 2012 with the Distressed Asset Stabilization Program ("DASP). Since 2010, the

Department has conducted 8 whole loan sales initiatives under both programs totaling $5.7 billion in

UPB. In addition, the Department has completed four non-competitive direct sales of subsidized and unsubsidized mortgages with a Unpaid Principal Balance of over $60 Million to units of local government including New York City, Chicago, Seattle, and Phoenix.

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. This includes that all work products, including software and software specifications, are in keeping with HUD's requirements and standards.

1.4 Description of Services

HUD seeks a Contractor who shall provide Program Financial Advisor services to assist and support FHA in performing the tasks of the Asset Sales Program and in meeting the objectives of the program. The

Contractor shall be responsible for advising the FHA on the disposition of multifamily, healthcare, and single family mortgage notes both in planning and execution of programs and transactions. The Contractor shall recommend how the Asset Sales Program and sales initiatives should be presented to the marketplace, provide support for specific asset sales and ancillary activities.

The Contractor shall provide insight and highlights areas of concern with sufficient notice for opportunities, adjustments and remedies to be developed and installed and participates in the oversight of the sale initiatives. Through coordination with the COR, the Contractor shall interact with other parties to the sale initiatives.

1.5 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 that 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.

1.6 Period of Performance

Period of Performance. The Period of Performance shall be for a base period of twelve months and 4 one-year option periods..

1.7 Place of Performance

The services to be performed under this contract shall be performed at the Contractor facility with the exception of activities to be performed on bid day. Bid day activities shall be executed at the Asset Sales

Office located at 451 7th Street, SW, Washington, DC 20410 in a conference room designated by the

ASO.

1.8 Hours of Operation

The Contractor is responsible for providing services between the hours of 8:45 AM to 5:15 PM Monday thru Friday except for Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closing, or similar Government directed facility closings. Weekly hours shall not exceed a forty (40) hour work week and a typical work day will be 8 hours each day Monday through

Friday. The Government reserves the right to change hours of operation or restrict contractor access.

Work outside of these daily hours is prohibited without Contracting Officer approval. Government agencies will not be available during scheduled holidays, inclement weather, weekends, and after duty hours.

The Contractor shall 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 that the stability and continuity of the workforce is essential.

1.9 Special Qualifications.

1.10 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. The Contracting

Officer will notify the Contractor of the specific date, location, and agenda within five business days after contract award.

1.11 Status Meetings.

The Contracting Officer, Government Technical 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.

1.12 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 travel using the lower cost mode transportation commensurate with the mission requirements. When necessary to use air travel, the

Contractor shall use the tourist class, economy class or similar lodging accommodations to the extent they are available and commensurate with the mission requirements. HUD will not reimburse Contractor's local travel. Local travel is defined as travel within fifty (50) miles of Washington, DC. All other travel will be reimbursed on a cost reimbursable basis; no profit or fee will be paid.

1.13 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 30-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 Contractor.

1.14 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

Business/Work Days - Every official work day of the week which are days between and including

Monday to Friday. This does not include public holidays and weekends.

Calendar Day - Any day of the week.

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.

Contracting Officer Representative (COR) - An employee of the U.S. Government appointed by the

Contracting Officer to perform contract administration activities in regard to technical issues. This individual has authority to provide technical direction to the Contractor as long as direction is within the scope of the contract, does not constitute a change and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

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

Performance Work Statement.

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

Government Furnished Property (GFP) - Government-furnished property means 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.

Government Technical Monitor (GTM) - An individual designated by the Contracting Officer to assist in providing technical direction and monitoring performance under the contract.

COR

Performance Requirements Summary (PRS) - A listing of the performance requirements under the contract that are to be evaluated by the Government on a regular basis, performance indicators for these requirements, performance standards for these requirement and surveillance methods to be used to determine if performance standards are met.

Performance Standard - The Contractor's performance level required by the Government.

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.

Physical Security - Actions that prevent the loss or damage of Government property.

Quality Assurance (QA) - Policies and procedures adopted by the Government to ensure that 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 that the quality of an end product of service shall meet contract requirements.

Service Contract - A contract that directly engages the time and effort of a Contractor whose primary purpose is to perform an identifiable task rather than to furnish an end item of supply.

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.

Work Week - Monday through Friday, unless specified otherwise.

2.2 Acronyms

ALD - Attributed Loan Database

AQL - Acceptable Quality Level

ARAMS - Automated Renewal and Amendment System

ARF - Asset Review File

ASO - Asset Sales Office

ASP - Asset Sales Program

BAA - Business Area Analysis Study

CD -Compact Disc

CO - Contracting Officer

COB - Close of Business

COR - Contracting Officer Representative

CPO - Office of the Chief Procurement Officer of HUD

DACA - Days After Contract Award

DASP - Distressed Asset Stabilization Program

EST - Eastern Standard Time (U.S.)

ETC - Estimate to Completion

FHA - Federal Housing Administration

FTP - File Transfer Protocol

GFP - Government Furnished Property

GTM - Government Technical Monitor

HTTPS - Hypertext Transfer Protocol

HUD - U.S. Department of Housing and Urban Development

HUDAR - HUD Acquisition Regulation

ISP - Internet Service Provider

LTV - Loan to Value

MARI - Mortgage Acquisition and Recovery Initiative Pilot

MLS - Mortgage Loan Schedule

NLT - Not Later Than

NSO - Neighborhood Stabilization Outcome

NTE - Not to Exceed

OCPO - Office of the Chief Procurement Officer

OGC - Office of the General Counsel

OMB - Office of Management and Budget

PFA - Program Financial Advisor

PM - Project Manager

POC - Point of Contact

POP - Period of Performance

PPC Partial Payments of Claims

PPM - Project Planning and Management

PNA - Physical Needs Assessment

QA - Quality Assurance

QASP - Quality Assurance Surveillance Plan

QCP - Quality Control Plan

QCR - Quality Control Review

SF - Standard Form

SSA - Systems Security Administrator

SSL - Secured Socket Layer

TBD - To be determined

TS - Transaction Specialist

ULGs - Units of State and Local Governments

UPB - Unpaid Principal Balance

WSR - Weekly Status Report

WSU - Weekly Status Update

3 Government-Furnished Property and Services.

The Contractor shall ensure accurate control and accountability of all Government-Furnished Property in accordance with the terms and conditions of this contract. The Government will furnish, at no cost to the

Contractor, the GFP shown below.

3.1 Government Services.

No government services will be provided.

3.2 Facilities.

The Government will provide a conference room located at 451 7th Street, SW, Washington, DC for status meetings. The Government will also provide a bid day conference room for executing the auction on bid day. The specific conference room number and location within the building will be provided to the

Contractor prior to the meetings and bid day.

3.3 Equipment.

The Government will provide no equipment.

3.4 Materials.

Copies of required materials may be provided to the Contractor in hard copy or soft copy. All materials will remain the property of the Government and will be returned to the COR upon request or at the end of the contract period.

3.5 Quality Assurance. (QA)

The Government shall evaluate the Contractor's performance under this contract in accordance with the

Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable quality level.

4 Contractor-Furnished Items and Services.

The Contractor shall furnish, all facilities, equipment, and supplies required to perform the work under this contract that are not listed under Government-Furnished Property and Services.

4.1 Facilities.

The Contractor shall furnish, all facilities, equipment and supplies required to perform the work under this requirement that are not listed under Government Furnished Property and Services.

4.2 Equipment.

The Contractor shall have the capability to receive and transmit documents, data files and e-mail to participants on the sales team initiative 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 participants. Internet access shall be through Internet browsers that support Secured Socket

Layer (SSL) communications protocol and File Transfer Protocol (FTP). The Contractor shall insure that 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.

Internet access shall be through Internet browsers that support Secured Socket Layer (SSL) communications protocol and File Transfer Protocol (FTP). All data accessed and transferred from the external source to HUD should comply with all Federal guidelines pertaining to interconnection and secure data exchange between two organizations. This will include (but not limited to) guidelines for standard Internet secured connections and data protection. Specifically, all data should be transmitted to

HUD via a secured telecommunication connection, using Hypertext Transfer Protocol (HTTPS). Contents of said transmission must be encrypted, (not transferred in a clear text), using at a minimum 128-bit encryption employing Secure Socket Layer (SSL). The Connector shall bear the expenses of providing the required Internet capabilities. Email transmission will not be required to be encrypted.

All memorandums, reports, databases, spreadsheets, and deliverables of any kind shall be provided to

GTM in an electronic file format consistent with established HUD standards

4.3 Material.

NA

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.

4.5 Contractor Personnel.

The Contractor shall provide a Contract/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/Project 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/Project Manager and 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 COR, GTM 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 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/Project Manager or alternate shall be available between the hours of 8:45am to 5:15pm Monday through Friday Eastern Time, except

Federal Holidays or when the Government facility is closed for administrative reasons.

4.6 Identification of Contractor Employees.

All Contractor/subcontractor personnel shall wear company picture identification badges as to distinguish themselves from Government employees. When conversing with Government personnel during business meetings, over the telephone, or via electronic mail, Contractor/subcontractor personnel shall identify themselves as such to avoid situations arising where sensitive topics might be better discussed solely between Government employees. Contractors/subcontractors shall identify themselves on any attendance sheet or any coordination documents they may review. Electronic mail signature blocks shall identify their company affiliation. Where practicable, Contractor/subcontractors occupying collocated space with their Government program customer shall identify their work space area with their name and company affiliation, or at a minimum, "Contractor" after name.

4.7 Quality Control.

The Contractor shall establish and maintain a complete quality control program that shall ensure services are performed in accordance with this contract. The Contractor shall develop and implement procedures to identify, prevent, and ensure non-reoccurrence of defective services. The Contractor's quality control program is the means by which he assures himself that his work complies with the requirements of the contract. The Contractor shall provide the associated Quality Control Plan to the Government as directed.

4.7.1 Quality Control Plan.

The Contractor shall develop, maintain, enforce, and document a Quality Control Plan (QCP). The QCP shall ensure the Government receives the level of quality that is consistent with the requirements specified in this contract. The QCP shall be sufficiently detailed to provide the Contractor's methodology for identifying and recruiting qualified personnel. The QCP shall also provide the Contractor's methodology for resolving problems identified by the Government during reviews conducted in accordance with its

Quality Assurance Surveillance Plan (QASP). The QCP shall also provide the Contractor's methodology for establishing an internal feedback system for support personnel, and for resolving problems identified by that feedback system. The QCP shall demonstrate and validate that the services or deliverables to be provided under the contract are completed with a level of quality that meets the minimum performance threshold established in the Government's QASP. The QCP shall address Quality Management

Approach, Quality Assurance, Quality Control and Quality Standards.

5 Specific Tasks.

5.1 Data Gathering and Review.

5.1.1 The Contractor shall build, implement and maintain a secured database to store all data (historical and current) related to the sale of Single Family, Multifamily and

Healthcare assets to include Direct Sales.

The database shall include the inventory of all loans sold (multifamily, single family, healthcare), to include Direct Sales. The database shall include, but not limited to, FHA case numbers, property addresses, unpaid principal balance, prior servicer, purchaser, date of sale, sale prices, purchasers name and contact information, loan sale documents associated with each sale such as bidder qualifications, neighborhood stabilization outcome (NSO) qualification documents, the various agreements between

HUD and purchasers and HUD and participating servicers, asset valuations, and all other sales related data. This database shall be stored on a medium that allows HUD ease of access, searching and downloading.

The database will be Access, Excel based or other software as appropriate Contractor shall consider data security, ease of access and ease of use when determining the type of program or software utilized to develop the database.

Performance Standards

a) Standard: The database will be built within 90 days of contract award. The database will contain 100 percent of current and historical sales data information and updated within 60 days of the completion of each sale.

AQL: Zero deviation

Deliverables

A001 Monthly Database Report

5.1.2 Data Quality Control and Review: The Contractor shall review and perform quality control on data from the Asset Sales Team, Office of General Counsel, Field Offices, ASOs

Transaction Specialist(s), Compliance Contractor), and Risk Assessment Contractor.

The contractor shall perform a complete review of all loan sales program data and deliverables received from HUD and HUD's other contractors. The data and deliverables to be reviewed are marketing and sales strategy reports, quality assurance plans, pooling strategies, broker price opinions, valuation recommendations, attributed loan databases (ALD), asset sales project plans, portfolio analytics, loan sale desk guide, reserve pricing, and advertisement recommendations.

Performance Standards

a) Standard: Standard: 100 percent of all data received from HUD and HUD's other contractors will be reviewed and checked for accuracy.

AQL: Zero deviation

Deliverables

A002 Monthly Data Quality Control Report

5.1.3 Third Party Reports: The contractor shall order, review, and analyze third party reports for each sale action.

Third party reports may include appraisals, physical needs assessments, studies and reports, among others pertaining to the loan sale program.

Performance Standards

a) Standard: Reports shall be ordered within 2 business days of the GTM's direction to order. The reports shall be delivered within 15 business days from the date of the GTM's direction.

AQL: Ordered within 5 business days

Delivered within 20 business days

Deliverables

A003 Third Party Report Review and Analysis

5.2 Sale and Pre-Sale Activities.

5.2.1 Servicer Document Review: The Contractor shall review all documentation received from HUD's servicers or other parties related to note sales.

The Contractor shall review and provide written Review Reports on the documentation received from

HUD's servicers or other parties (including HUD or HUD's agents). This will include all due diligence material, loan data tapes, and servicing and collateral files, required data elements for the aggregate loan database, loan documents and/or information to be included in the Asset Review files, Detailed Investor

Packages, and any other items deemed critical to the transaction and/or investment community (i.e., documents and/or marketing tools created for the investment community).

Performance Standards

a) Standard: The contractor shall review for completeness, appropriateness, soundness, consistency, and relevancy to the loan sale being conducted.

AQL: Zero deviation

Deliverables

A004 Servicer Documentation Review Reports

5.2.2 Bid Model Testing and Quality Control: The Contractor shall perform testing on the bid model, verifying the accuracy of the results.

The Contractor shall assist FHA in a review of the design and application of the Bid Model. The

Contractor shall provide written comments evaluating the output of the Model at least forty-eight (48) hours prior to the Bid Date. The Contractor shall also monitor, test and evaluate the bid model through

Bid Day and provide written comments on the output of the Model on Bid Day.

Performance Standards

a) Standard: Bid model testing shall be complete and thorough to assess the accuracy of the results generated by the model.

AQL: Zero deviation

Deliverables

A005 Bid Model Review Report

5.2.3 Bid Day Support and Advisory: The Contractor shall provide Bid Day support and advisory services.

The Contractor shall provide onsite support on Bid Day to include a Quality Control Review of all procedures and recommendations pertaining to the sale. The Contractor shall ensure that each sale is conducted to maximize returns to the agency. The Contractor shall identify opportunities for conducting

Best and Final Offers and ensure that all bids conform to protocols. The Contractor shall provide written concurrence to the sales recommendation for award of assets to the respective bidders.

Performance Standards

a) Standard: Onsite support for the entire Bid Day. Support provided shall include all aspects of the sales process.

AQL: Zero Deviation

Deliverables

A006 Bid Day Advisory Services Report

5.2.4 Neighborhood Stabilization Outcome (NSO) Technical Qualification Support.

The Contractor shall keep an electronic log of all current NSO technical qualification documents to include nonprofit technical qualification documents, received to support NSO bidder’s technical qualifications in the areas of note servicing, asset management (capacity and approach), and property management (capacity and approach). The Contractor shall also perform a thorough review the technical qualification documentation provided by NSO bidders to determine that the documentation meets the qualification guidelines and requirements as outlined by HUD for note servicing, asset management and property management. The review shall include all technical documents provided by NSO bidders including financial statements, and organizational structures. The review of the nonprofit organizational structure documentation shall be completed to ascertain the structure is in accordance the nonprofit qualification statement bidders checked to certify their nonprofit status.

Performance Standards

a) Standard: 100 percent support and review of NSO technical qualification documentation that is complete, accurate, thorough and timely.

AQL: Zero Deviation

Deliverables

A007 NSO Bidder Technical Qualification Review Report

5.2.5 Direct Sales Support. The Contractor shall provide support for the successful execution of direct sales of single family defaulted notes to Units of State and Local

Governments (ULGs)

The Contractor shall keep an electronic log of all direct sales inquiries and the status of each sale, review qualification and confidentiality statements from ULG purchasers to determine the completeness and accuracy of the qualification documents, develop the arbitrated loan database (ALD), review all direct due diligence documents and store documents in a secure location for review by ULG purchasers, and assist with closings.

a) Standard: 100 percent support for each direct sale.

Deliverables

A008 Direct Sale Post Sale Report

5.3 Post-Sale Activities.

5.3.1 Reporting: The Contractor shall produce reports, including a Lessons Learned document.

The Contractor shall review post sale results and provide written observations and recommendations that might assist FHA in future sales initiatives.

The Contractor shall also review documentation from FHA's prior asset sales with a special emphasis on the results and lessons learned to create a Lessons Learned Report. The Report shall include a review of the Quality Control Procedures and include the results of its findings in the Report including any policy, procedural, personnel or system changes or corrective actions taken. The Contractor shall make appropriate recommendations to improve the loan sale process

Performance Standards

a) Standard: 100 percent of observations and recommendations should be complete, sound and appropriate.

AQL: Zero Deviation

Deliverables

A009 Lessons Learned Report

5.3.2 Review and Quality Control of Settlements: The Contractor shall review the settlement documentation related to all sales.

The Contractor shall review settlement documents and activities related to include the servicing transfer of the respective single family notes settled. The Contractor shall review the Settlement Statement and the Mortgage Loans Schedule (MLS) for each settlement with Purchasers in the respective sale. The

Contractor shall also review for accuracy the information on Settlement Statement, including total loans included in the Settlement, Aggregate Sales Price less any bid deposit applied, Net sale amounts, Dates and Wire instructions. Review of the MLS shall include case numbers of loans in the Settlement, Pool numbers, Prior Servicer, Date claim was paid, Unpaid Principal Balance (UPB) at Claim date, Bid (as a percentage of UPB), Sales Price, Settlement Date, Service Transfer Date and any associated HUD held seconds (PPCs) with balance. The Contractor shall review the claims reports to ensure all paid claims are included in the Settlement.

a) Standard: 100 percent of all settlement documents will be reviewed for 100 percent accuracy.

AQL: Zero Deviation

Deliverables

A010 Settlement Review Report

5.4 Credit Reform Subsidy Analysis

5.4.1 Credit Scoring Implications: The Contractor shall advise ASO and the TS in writing within 15 days of assignment issuance regarding the credit scoring implications of various asset sale strategies and restructuring proposals.

The Contractor shall review the applicable and current Budget Assumptions and identify in writing any issues for upcoming sales program.

Performance Standards

a) Standard: Write-up will be complete.

AQL: Zero deviation

Deliverables

A011 Credit Scoring Report

5.4.2 Market Valuations and Position Papers: The Contractor shall review market valuations and underwriting of the Transaction Specialist.

The Contractor shall review market valuations and underwriting and provide comments in writing to the methodology or results and deliver presentation at least 5 days prior to the due date of the Draft OMB presentation. The Contractor shall determine the budget/credit reform impacts associated with each sale and develop policy position paper(s) as part of the overall budget analysis. The Contractor shall incorporate the market values into the presentation to OMB.

Performance Standards

a) Standard: 100 percent of market valuations and underwriting shall be reviewed.

AQL: Zero Deviation

Deliverables

A012 Market Valuation Report

5.4.3 Credit Reform Subsidy Analysis for Each Sales Initiative: The Contractor will assist

HUD in the preparation of the OMB Circular No. A-11’s required notification to Office of

Management and Budget (OMB) for each sale.

The Contractor shall assist HUD in the preparation of the OMB Circular No. A-11s required notification of sale to OMB, including the preparation of the draft and final presentations to OMB, at the direction of the COR/GTM. The draft OMB presentation shall be delivered 5 days prior to the due date to OMB and will be approved by the COR/GTM before delivery to OMB. The COR/GTM will deliver the presentations to OMB and the Contractor will prepare any required follow-up responses to OMB. OMB requires the Draft OMB presentation 30 days prior to the sale date.

At FHA's option, the Contractor shall provide an estimate of market value for a specific transaction and analyze data to develop and model the assumptions. The Contractor shall participate in the presentation of the analysis and be available for discussion with the OMB.

Performance Standards

a) Standard: Documents will be 100 percent in keeping with the A-11 Circular requirements.

AQL: Zero Deviation

Deliverables

A013 Credit Reform Subsidy Analysis Report (Presentations to OMB)

5.4.4 Annual Credit Reform Subsidy Analysis. The Contractor shall write and deliver a complete analysis of current credit reform.

The Contractor shall review policy and procedure discussions and interpretations as related to

Government and private sector accounting as well as other financial industry norms, help ASO prepare for discussions with external parties, as directed and led by COR, and summarizing the effect of all asset sales in writing within a given year on the FHA's credit subsidy. The Analysis shall be delivered to the

COR/GTM on the 1st business day of the 12th month of the performance period for review, discussion, modification and approval.

Performance Standards

a) Standard: Presentation is 100 percent complete.

AQL: Zero deviation

Deliverables

A014 Annual Credit Reform Report

5.5 Purchaser Post Sale Report Management. The Contractor shall collect all single family purchaser quarterly post sales reports through a secure automated portal, securely store data and analyze data to determine outcomes of all loans sold.

The Contractor shall maintain a web portal that collects all post sale reporting data for single family loan sale transactions. The web portal must be capable of performing automated data validation to ensure data quality, sending automated report due reminders to loan sale purchasers, provide compliance reporting to administrators of the tool including ASO employees, generate a consolidated datasheet, and perform and host data analytics on the data provided by loan sale purchasers. The Contractor shall maintain a database of both the latest and all historical post sale reporting data, as well as a repository of all reporting files submitted directly by loan sale purchasers. As data is received, the Contractor shall perform data quality and compliance analysis to ascertain the quality of all data received and work with purchasers to get missing data and, or correct poor quality data. The Contractor shall also design and update quarterly

Report to the FHA Commissioner on the purchaser post-sale reporting, and lead briefings to the ASO and other stakeholders on post sale outcome results and data presentation. The Contractor shall perform ad hoc analysis of post-sale outcome data as needed and requested by the ASO. The Contractor shall periodically train purchasers in the use of data collection web portals developed or modified to ensure that purchasers know how to use the portals and are aware of changes or updates to the platform. The

Contractor shall also perform regular analysis of the post-sale reporting data and process to ensure data quality and data integrity.

Performance Standards

a) Standard: The Quarterly Report is 100 percent complete and accurately reflects the quarterly data reported by the purchasers.

Deliverables

A015 Quarterly Post Sale Report to the Commissioner

6 Deliverables

The Contractor shall complete all work and submit all deliverables as specified herein. The Government reserves the right to make changes to delivery dates.

Number Name Frequency Quantity

A001 Monthly Database Report monthly 1 per month

This report will capture each month's status:

update on any changes current number of sales and records in the database suggestions for improvements

A002 Monthly Data Quality Control Report monthly 1 per month

The contractor shall produce a monthly report that captures all of their data quality efforts related to data provided by HUD and HUD's other contractors.

A003 Third Party Report Review and Analysis 8 times a year 1

A004 Servicer Documentation Review Reports six times a year 1

This Report will capture all of the Contractor's efforts related to the Servicer Documentation review.

A005 Bid Model Review Report six times a year 1

The Deliverable will address the Contractor's Bid

Model Review comments, including how a problem was remedied (if applicable).

A006 Bid Day Advisory Services Report six times a year 1

A007 NSO Bidder Technical Qualification Review

Report six times a year 1 with technical qualification recommendation

A008 Direct Sale Post Sale Report 8 times a year 1

A009 Lessons Learned Report six times a year 1

A010 Settlement Review Report monthly 1 per month will include Settlement Log

A011 Credit Scoring Report six times a year 1

A012 Market Valuation Report six times a year 1

This document shall capture of the Contractor's efforts in reviewing market valuations and underwriting.

A013 Credit Reform Subsidy Analysis Report

(Presentations to OMB)

12 times a year 1

A014 Annual Credit Reform Report annually 1

A015 Quarterly Post Sale Report to the Commissioner quarterly 1 per quarter

6.1 Quality Control Plan.

The Contractor's QCP shall be delivered to the COR within 30 days after contract award (or with the

Contractor's proposal if it is an evaluation factor). The QCP shall be submitted to the COR within ten business days when changes are made thereafter. After acceptance of the QCP, the Contractor shall receive the Contracting Officer's acceptance in writing of any proposed change to its quality control system.

6.2 Acceptance Criteria.

The Contractor shall complete all work, deliver all deliverables and adhere to all milestones as specified herein. Any papers, recommendations, etc. that the Contractor submits are drafts, not final copies. The

Government reserves the right to make changes to delivery dates. All documents and materials under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership and copyrights belonging exclusively to the Government. These documents and materials may not be used or sold by the Contractor. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose.

The COR will have ten working days to review the deliverables unless otherwise specified and the

Contractor shall have five working days to make revisions and resubmit the deliverable(s) to the COR.

The contractor shall provide an electronic copy and one hard copy of each deliverable to the COR and an electronic and three hard copies of each deliverable to the GTM. At the end of each month, the contractor shall deliver an electronic version of all deliverables completed that month via CD

7 Performance Requirements Summary.

The summary chart below lists the contract's primary requirements, the associated performance standards, the expected target performance, and the methods of surveillance. While some contract requirements may not be listed in the chart below, requirements not appearing on the PRS chart do not negate the

Contractor's obligation to perform all requirements as specified in the contract. Additionally, HUD reserves all rights and remedies under the provisions and clauses of the contract when performance of any contract requirement, whether or not listed below, is unacceptable.

HUD will develop a Quality Assurance Surveillance Plan to be used to provide contract oversight. In conjunction with the Contractor's Quality Control Plan and various other methods of assessing performance, the COR and GTM may perform on-site reviews and/or other types of verification to determine that the specified target performance requirements have been met.

Regular review of Contractor performance is critical to the overall success of the contract. On a monthly basis, the COR will evaluate the quality of the product or services.

8 Related Documents.

The Contractor shall abide by all applicable regulations, publications, manuals, policies, and procedures in the performance of this contract.

Performance Requirement Summary (PRS)

Statements Standards/AQLs Incentive/Remedy

5.1 Data Gathering and

Review

5.1.1 The Contractor shall

build, implement and maintain a secured database to store all data (historical and current) related to the sale of Single Family, Multifamily and Healthcare assets to include Direct Sales.

a) The database will be built within 90 days of contract award. The database will contain 100 percent of current and historical sales data information and updated within 60 days of the completion of each sale.

AQL: Zero deviation

5.1.2 Data Quality Control

and Review: The Contractor shall review and perform quality control on data from the Asset Sales Team, Office of General Counsel, Field Offices, ASOs Transaction Specialist(s), Compliance Contractor), and Risk Assessment Contractor.

a) Standard: 100 percent of all data received from HUD and HUD's other contractors will be reviewed and checked for accuracy.

AQL: Zero deviation

5.1.3 Third Party Reports:

The contractor shall order, review, and analyze third party reports for each sale action.

a) Reports shall be ordered within 2 business days of the GTM's direction to order. The reports shall be delivered within 15 business days from the date of the GTM's direction.

AQL: Ordered within 5 business days

Delivered within 20 business days

Statements Standards/AQLs Incentive/Remedy

5.2 Sale and Pre-Sale

Activities

5.2.1 Servicer Document

Review: The Contractor shall review all

a) The contractor shall review for completeness, appropriateness, soundness, consistency, and relevancy to the loan sale being conducted.

documentation received from HUD's servicers or other parties related to note sales.

AQL: Zero deviation

5.2.2 Bid Model Testing

and Quality Control:

The Contractor shall perform testing on the bid model, verifying the accuracy of the results.

a) Bid model testing shall be complete and thorough to assess the accuracy of the results generated by the model.

AQL: Zero deviation

5.2.3 Bid Day Support and

Advisory: The Contractor shall provide Bid Day support and advisory services.

a) Onsite support for the entire Bid

Day. Support provided shall include all aspects of the sales process.

AQL: Zero Deviation

5.2.4 Neighborhood

Stabilization Outcome (NSO) Technical Qualification Support.

a) 100 percent support and review of

NSO technical qualification documentation that is complete, accurate, thorough and timely.

AQL: Zero Deviation

5.2.5 Direct Sales Support.

The Contractor shall provide support for the successful execution of direct sales of single family defaulted notes to Units of State and Local Governments (ULGs)

a) 100 percent support for each direct sale.

Statements Standards/AQLs Incentive/Remedy

5.3 Post-Sale Activities

5.3.1 Reporting: The

Contractor shall produce reports, including a Lessons Learned document.

a) 100 percent of observations and recommendations should be complete, sound and appropriate.

AQL: Zero Deviation

5.3.2 Review and Quality

Control of Settlements: The Contractor shall review the settlement

a) 100 percent of all settlement documents will be reviewed for 100 percent accuracy.

AQL: Zero Deviation documentation related to all sales.

Statements Standards/AQLs Incentive/Remedy

5.4 Credit Reform

Subsidy Analysis

5.4.1 Credit Scoring

Implications: The Contractor shall advise ASO and the TS in writing within 15 days of assignment issuance regarding the credit scoring implications of various asset sale strategies and restructuring proposals.

a) Write-up will be complete.

AQL: Zero deviation

5.4.2 Market Valuations and

Position Papers: The Contractor shall review market valuations and underwriting of the Transaction Specialist.

a) 100 percent of market valuations and underwriting shall be reviewed.

AQL: Zero Deviation

5.4.3 Credit Reform

Subsidy Analysis for Each Sales Initiative:

The Contractor will assist HUD in the preparation of the OMB Circular No. A- 11’s required notification to OMB for each sale.

a) Documents will be 100 percent in keeping with the A-11 Circular requirements.

AQL: Zero Deviation

5.4.4 Annual Credit Reform

Subsidy Analysis. The Contractor shall write and deliver a complete analysis of current credit reform.

a) Presentation is 100 percent complete.

AQL: Zero deviation

Statements Standards/AQLs Incentive/Remedy

5.5 Purchaser Post Sale

Report Management.

The Contractor shall collect all single family purchaser

a) The Quarterly Report is 100 percent complete and accurately reflects the quarterly data reported by the purchasers.

quarterly post sales reports through a secure automated portal, securely store data and analyze data to determine outcomes of all loans sold.

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

Program Financial Advisor

1 Vision.

This requirement is to obtain contractor support…