amendment_1.pdf

(x)

DU208WR-17-R-0002

x x

1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

DENVER CO 80202-4801

HUD-NFWR

1670 BROADWAY 23RD FLOOR

OFFICER

OFFICE OF THE CHIEF PROCUREMENT

US DEPARTMENT OF HUD

12/05/2016000001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

11/16/2016

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

This amendment makes changes to the Performance Work Statement as a result of the Question and Answer period.

Question and Answers are provided as a part of this amendment and reference the changes to the Performance Work Statement.

Period of Performance: 02/28/2017 to 02/27/2018

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

CHRISTOPHER S. STUART

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

12/05/2016

Schedule B Description/Specifications

B.1. PRICE SCHEDULE

As total compensation for all services performed in accordance with the terms, conditions, and specifications stated herein, the Contractor will be paid upon completion and acceptance of the fixed unit prices listed for each line item.

B.2 TRANSITION COSTS

CLINs 0001 and 0002 - The contractor will be paid a firm fixed price for all requirements of paragraph 1.13 for Transition costs. The Contractor shall invoice CLIN 0001 for the first half of the installment of the Transition Price when the requirements of the first phase of the Transition

Period have been completed. The Contractor is entitled to bill the second installment of the

Transition Price when the requirements of phase two have been completed. Regardless of how long the transition actually takes the contractor shall not be entitled to any servicing fees until the

GTR certifies that transition is complete.

CLINs 0004, 0008, 0012, 0016, and 0020 – Phase out transition costs shall include one-time expenses to transition the contract to the new contractor. These include the additional temporary labor, supplies, and other approved one-time costs. CLINs 0004, 0008, 0012, and 0016, and

0020 are not anticipated to be used unless the government does not unilaterally exercise the following option period. The cost for transition phase out will be negotiated during the option period the transition will occur in.

B.3 CLINs 0003, 0007, 0011, 0015, and 0019 - The Contractor shall be paid a fixed Monthly

Service Price after the first full month of servicing capacity following transition for all requirements not elsewhere specified. The Contractor shall be entitled to compensation under the

CLIN after completion of Transition as evidenced by written acceptance by the Government

Technical Representative (GTR) and the Contracting Officer (CO). In the month following acceptance of the service by the GTR, the Contractor may begin to invoice the Monthly Service

Price in accordance with the requirements of SECTION G - Contract Administration Data

HUDAR 2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION (FIXED-

PRICE). (DEC 2012) Alternate II.

The service price for the first month shall be prorated to include any days from the date of

HUD’s written acceptance through the end of that month.

The monthly service price shall be compensation for all requirements not elsewhere specified including all labor and other costs related to servicing all loans in the portfolio, updating the service to accommodate policy, legislative or regulatory changes; adapting to changes in HUD system or system configurations; and adding or deleting external interfaces as required to service all loans in the portfolio and relating to any of the tasks in this PWS.

B.4. CLINs 0005, 0009, 0013, 0017, and 0021- The following are cost reimbursable items: The actual cost of shipping files for record retention, or at the termination of the contract, when incurred in accordance with contract requirements, will be reimbursed as a pass-through expense with prior GTR approval. With authorization from the Contracting Officer, boxes used for archiving files at the Federal Records Center can be purchased from approved suppliers at the government price. All payments made by the Contractor on the Department's behalf, or for the borrower, shall be pass-through costs, and will be fully funded by the Department upon approval by the GTR. Other disbursements, considered chargeable to the Department, that are not made on behalf of the borrower must be pre-approved by the GTR prior to incurring the expense.

Invoices and vouchers for these disbursements shall be submitted in accordance with paragraph

5.3.8.

One Time Reimbursables – One Time Reimbursables are those expenses that occur only once and are necessary at the beginning of the contract. They include the following: Initial contractor employee training but not recurring training after the transition period is over; Contractor employee travel to initial training but not travel after the transition period is over; Office set-up expenses such as space build out, IT installation, etc. but not recurring monthly lease or phone bills; Moving of all the fireproof file cabinets from former contractor's office site to the new contractor's office site; it does not include: Computer equipment, phones, or furniture — these are to be amortized; Lump sum insurance, employee bonuses, or other similar expenses.

Additionally, any work that the Contractor performs that the GTR deems work not completed by the previous contractor will be paid by the reimbursable CLIN.

BASE CONTRACT PERIOD

CLIN DESCRIPTION QTY UNIT

UNIT

PRICE

TOTAL

AMOUNT

0001 Transition In-Phase I 1 Job

0002 Transition In-Phase II 1 Job

0003 Loan Servicing 9 Month

0004 Transition Out NOTE: The transition out CLIN will only be ordered in the event that HUD determines to not exercise the next option period. This will be a unilateral decision by HUD and may be ordered at any time during the contract period.

1 JOB RESERVED

0005 Reimbursable Items NTE Provided by Government

0006 TRAVEL Not to Exceed NTE Provided by Government

TOTAL PRICE FOR BASE PERIOD

OPTION PERIOD 1

CLIN DESCRIPTION QTY UNIT

UNIT

PRICE

TOTAL

AMOUNT

0007 Loan Servicing 12 Month

0008 Transition Out NOTE: The transition out CLIN will only be ordered in the event that HUD determines to not exercise the next option period. This will be a unilateral decision by HUD and may be ordered at any time during the contract period.

1 JOB RESERVED

0009 Reimbursable Items Provided by Government

0010 TRAVEL Not to Exceed Provided by Government

TOTAL PRICE FOR BASE PERIOD

OPTION PERIOD 2

CLIN DESCRIPTION QTY UNIT

UNIT

PRICE

TOTAL

AMOUNT

0011 Loan Servicing 12 Month

0012 Transition Out NOTE: The transition out CLIN will only be ordered in the event that HUD determines to not exercise the next option period. This will be a unilateral decision by HUD and may be ordered at any time during the contract period.

1 JOB RESERVED

0013 Reimbursable Items NTE Provided by Government

0014 TRAVEL Not to Exceed NTE Provided by Government

OPTION PERIOD 4

CLIN DESCRIPTION QTY UNIT

UNIT

PRICE

TOTAL

AMOUNT

0019 Loan Servicing 12 Month

0020 Transition Out NOTE: The transition out CLIN will only be ordered in the event that HUD determines to not exercise the next option period. This will be a unilateral decision by HUD and may be ordered at any time during the contract period.

1 JOB RESERVED

0021 Reimbursable Items NTE Provided by Government

0022 TRAVEL Not to Exceed NTE Provided by Government

TOTAL PRICE FOR BASE PERIOD

OPTION PERIOD 3

CLIN DESCRIPTION QTY UNIT

UNIT

PRICE

TOTAL

AMOUNT

0015 Loan Servicing 12 Month

0016 Transition Out NOTE: The transition out CLIN will only be ordered in the event that HUD determines to not exercise the next option period. This will be a unilateral decision by HUD and may be ordered at any time during the contract period.

1 JOB RESERVED

0017 Reimbursable Items NTE Provided by Government

0018 TRAVEL Not to Exceed NTE Provided by Government

Performance Work Statement (PWS) Home Equity Conversion Mortgages (HECM)

09/01/2016 Version 1.0

Vision Statement ......................................................................................... Error! Bookmark not defined.

1 General Information

1.1 Introduction

1.2 Background

1.3 Constraints

1.4 Description of Services

1.5 Non-Personal Services

1.6 Period of Performance

1.7 Place of Performance

1.8 Hours of Operation

1.9 Special Qualifications

1.10 Post Award/Kickoff Conference

1.11 Status Meetings

1.12 Contractor Travel

1.13 Transition In

1.14 Transition Out

2 Definitions and Acronyms

2.1 Definitions

2.2 Acronyms

3 Government-Furnished Property and Services

3.2 Facilities

3.3 Equipment

3.4 Materials

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

4.7 Quality Control

5 Scope of Work

Specific Tasks

5.4 Home Equity Conversion Mortgage (HECM) Assigned Servicing

HUD regulations governing the program are contained in 24 CFR 206. Handbooks guidelines are in 4235.1 REV-1; 4330.2 REV-1&2; 4330.1 REV-5, Chapter 13; 4335.2; and 4310.5 REV-2.

Other guidance is contained in applicable Housing Notices, Mortgagee Letters, subsequent publications regarding HECM loans, as well as in the verbiage in the Note, Mortgage, and the

Home Equity Conversion Loan Agreement

5.5 Home Equity Conversion Mortgage (HECM) Endorsed Servicing

HUD regulations governing the program are contained in 24 CFR 206. Handbooks guidelines are in 4235.1 REV-1; 4330.1 REV-5, Chapter 13; 4335.2. Other guidance is contained in applicable Housing Notices, Mortgagee Letters, subsequent publications regarding HECM loans, as well as in the verbiage in the Note, Mortgage, and the Home Equity Conversion Loan

Agreement

5.6 Loan Servicing Reports

Standard reports including but not limited to, those reports described below. The Contractor shall deliver all reports to the GTR and GTM accordingly but, not later than the fifth (5th) business day after the end of each month, except for Ad Hoc Reports and Accounting Reports.

5.7 Customer Service

6 Deliverables

6.1 Quality Control Plan

6.2 Acceptance Criteria

7 Performance Requirements Summary

8 Related Documents

SECTION D - Packaging and Marking

3. REPORT FORMAT

All reports shall be delivered to the GTR in .PDF format

SECTION E - Inspection and Acceptance

2452.246-70 INSPECTION AND ACCEPTANCE. (FEB 2006)

SECTION F - Deliveries or Performance

SECTION G - Contract Administration Data

2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION (FIXED-PRICE).

(DEC 2012) Alternate II

SECTION H - Special Contract Requirements

SECTION K - Representations, Certifications, and Other Statements of Bidders

52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS. (APR 2010)

.......................................... Error! Bookmark not defined.

52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS. (JUL 2013) ... 94

52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS. (FEB 1999)

SECTION L - Instructions, Conditions, and Notices to Bidders

SECTION M - Evaluation Factors for Award

1 General Information

1.1 Introduction

The National Servicing Center (NSC), a Headquarters' Division of the Office of Single Family Housing Asset Management (OSFAM), in the U.S. Department of Housing and Urban Development (HUD), is seeking to obtain support for performing nationwide comprehensive reverse mortgage loan servicing activities according to mortgage industry loan servicing standards.

Under this Contract, customer service is a high priority and critical to the successful performance of mortgage loan servicing functions. As such, the NSC is also seeking to obtain professional customer service support that not only provides mortgage servicing support, but also customer service support that supports a wide variety of incoming inquiries from reverse mortgage (HECM) borrowers, HECM lenders/servicers, home ownership counseling organizations, the general public and other HUD divisions.

1.2 Background

The Federal Housing Administration (FHA), an organizational unit within HUD, administers the single-family mortgage insurance program. Although primarily a mortgage insurer, FHA has occasion to become the holder of primary mortgages through the assignment of HECM mortgages. These loans and notes are serviced for HUD by a private sector Contractor.

FHA Insured HECM loans, commonly referred to as reverse mortgages, are designed to enable elderly homeowners to convert the equity in their homes to monthly streams of income and/or lines of credit. To guarantee continued payments to the borrower, should the lender fail to make the required payments, a second mortgage in HUD's name is executed and recorded subsequent to the first mortgage.

FHA Assigned HECM loans are FHA insured first mortgage loans in good standing, and upon reaching a specified threshold, were assigned to HUD for continued loan servicing for the life of the loan. Before acceptance of assignment of the first mortgage, HUD ensures that there is clear title from the lender to HUD. Following assignment, monthly or periodic payments are made by HUD's Contractor to the borrower. The Contractor also monitors the status of tax and hazard insurance payments and initiates foreclosure of the loan upon the death or non-compliance of the borrower.

The Housing and Community Development Act of 1987 (P.L. 100-242, February 5, 1988) established and subsequent legislation has amended, a Federal mortgage insurance program, Section 255 of the National Housing Act, 12 USC 1715z-20, to insure home equity conversion mortgages (HECM).

HUD regulations governing the program are contained in 24 CFR 206. Handbooks guidelines are in 4235.1 REV-1; 4330.2 REV-1&2; 4330.1 REV-5, Chapter 13; 4335.2; and 4310.5 REV-2.

Other guidance is contained in applicable Housing Notices, Mortgagee Letters, subsequent publications regarding HECM loans, as well as in the verbiage in the Note, Mortgage, and the Home Equity Conversion Loan Agreement.

HECM loans are serviced using the Home Equity Reverse Mortgage Information Technology (HERMIT) system. Additionally, HUD's Contractor interfaces with a number of HUD information management systems. HUD utilizes a variety of systems to store information related to the approximately 650,000 active HECM loans. The Contractor shall regularly verify data in HERMIT, SMART, or any replacement system, with SAMS, SFIS, SFISnet and FHAC.

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.

1.4 Description of Services

The objectives sought from this contract are:

o Professional, effective, and comprehensive reverse mortgage loan servicing while maintaining a high standard of customer service.

o Maximum recoveries from the loan portfolio at the earliest possibility.

o Demonstrated effective risk management that identifies opportunities for reducing the loan portfolio.

o Expanded Customer Service Support.

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

The period of performance shall be for one base period of 12 months and four 12-month option periods.

1.7 Place of Performance

The services to be performed under this contract shall be performed at the Contractor facility.

1.8 Hours of Operation

The Contractor is responsible for providing services between the hours of 7:00 am to 7:00 pm, local time in the geographic area, 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

Key Personnel: The personnel specified below are considered to be essential to the work being performed under this contract and are considered key personnel as referenced in paragraph 4.5 of the contract. Prior to diverting any of the specified individuals to other projects, the contractor shall notify the Contracting Officer reasonably in advance and shall submit a resume (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the contractor without the written consent of the Contracting Officer.

Key personnel shall meet the following minimum qualifications:

Contract Manager Qualifications: based on past work history and the following minimum requirements are required: Minimum of three (3) years Reverse Mortgage Servicing experience, Relevant Project Management, Staffing, Developing Budgets, Coordination, Strategic Planning, and Quality Management. Experience must have been acquired within the last four (4) years.

Alternate Contract Manager Qualifications: based on past work history and the following minimum requirements are required: Minimum of three (3) years Reverse Mortgage Servicing, Relevant Project Management, Staffing, Developing Budgets, Coordination, Strategic Planning, and Quality Management. Experience must have been acquired within the last four (4) years.

Cash Manager Qualifications: Minimum of three (3) years Mortgage Servicing Related Accounting experience, Certified Public Accountant (CPA) license and experience with U.S.

Treasury Cash Management Regulations.

Loan Servicing Manager Qualifications: Minimum of three (3) years Reverse Mortgage Servicing experience to include direct management of, and daily interaction with, at least 30 employees.

Experience must have been acquired within the last four (4) years.

Quality Control Manager Qualifications: Minimum of three (3) years Mortgage Servicing Related Quality Control experience executing a mortgage review test plan including the level of servicing quality and solutions to meet the Clients service level objectives, internal and external audit processes, remediation to ensure accuracy, and quality and mitigate potential losses.

Experience must have been acquired within the last four (4) years.

Title Attorney Qualifications: Minimum of three (3) years mortgage related experience in the following duties: Examines title work, contracts, and other legal documents to determine accuracy and/or clear and marketable title. Reviewing Legal documents covering purchase and sale of property, drafts deeds, releases and affidavits, and presenting other evidence to meet legal requirements of mortgage related documents. Examines instruments and opinions prepared by other attorneys and advises as to legal requirements in connection with title.

Searches and examines public records and writes opinions on titles or title defects. Experience must have been acquired within the last four (4) years.

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. The Contractor and Key Personnel shall attend the post award conference.

1.11 Status Meetings

The Contracting Officer, Government Technical Representative (GTR) 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 GTR 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 the Contractor’s facility. 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 ninety (90) day Transition-In period to ensure a smooth transition with the incumbent Contractor.

The Contractors staff shall demonstrate an in depth knowledge of comprehensive reverse mortgage servicing activities, and interpretation of HUD regulations governing the HECM loan program. They must also have a wide range of knowledge in compliance monitoring, accounting principles, bankruptcy activities and foreclosure proceedings. The Contractor shall provide an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized.

During this period, the Contractor shall complete preparation activities, including but not limited to attending meetings with HUD staff. The Contractor shall attend specialized training provided by HUD and the former Contractor.

Transition-In is not required if the successor Contractor is the incumbent Contractor.

Phase One begins on the effective date of the contract and continues for forty-five (45) calendar days. During this period, the Contractor shall complete preparation activities, including but not limited to attending meetings with HUD staff. The Contractor shall attend specialized training provided by HUD and the former Contractor. The Contractor shall complete the establishment of its physical infrastructure, ensure that a complete qualified and trained workforce of employees or subcontractors are in place, obtain all licenses, permits, bonds and qualifications, required to transact business in the geographic locations within the contract area and implement the information technology and support necessary to perform the requirements contained in this

PWS.

Office Location: The Contractor shall establish a fully equipped office within 50 miles of Tulsa or Oklahoma City, OK not later than thirty (30) calendar days from the award date of the contract. The Contractor shall notify the CO and GTR upon completion. All services shall be performed at the primary contractor's facilities.

Systems Security Administrator: Not later than five (5) business days from the award date of the contract, the Contractor shall provide to the GTR the designated Systems Security Administrator (SSA) who at a minimum has qualifications with experience in federal security documentation and system certification. The GTR will provide the necessary security forms via electronic submission and the Contractor shall coordinate a date with the GTR whereby each individual will be required to complete the process.

Systems Security: HUD's system clearance procedures require that the SSA shall use forms provided by HUD to initiate requests for user access to SMART, other HUD systems and to request access modifications and deletions. The SSA shall certify, not later than 20 business days from the effective date of the contract and ongoing seven (7) days from new hire, that all staff has received instruction in system security issues, are familiar with the contents of the current version of HUD Handbook 2400.24 Rev. 2, Information Security Program, and have completed the HUD's Computer Based Training program or Rules of Behaviors.

Limited Powers of Attorney - Not later than ten (10) business days after the effective date of the contract and annually thereafter, if applicable, the Contractor shall prepare Limited Powers of Attorney (LPOA) as necessary to perform the contract. The Contractor shall prepare and record revocations of any recorded, unexpired LPOA's not later than the date the Contractor is no longer responsible for performing contract services covered by the LPOA. All costs associated with filing the LPOA and ancillary documents shall be at the expense of the Contractor and not reimbursable.

The Contractor's responsibilities concerning the LPOA shall include determining which units of local government within the Contractor's service area require an original LPOA (or revocation);

completing and submitting the appropriate number of original LPOA (or revocation) documents to the GTR for execution; recording the duly executed documents with each required unit of local government; forwarding documentation to the GTR which confirms the LPOA (or revocation) has been filed for recordation. Examples of acceptable documentation include a copy of the Limited Power of Attorney (or revocation) marked "filed for recordation" and/or receipt from the Recorder's Office evidencing the filing of the document. The LPOA(s) shall name specific individuals authorized to perform stated tasks. Authorities authorized under an LPOA may not be re-delegated to others not named. The Department is considering replacing LPOA's with the delegation of authority to the Contractor via a Federal Register notice. If this change is implemented, the Contractor will not be required to prepare LPOAs and the contract will be modified accordingly.

Zero Balance Account: The Contractor shall submit one (1) zero-balance account information to the GTR, not later than fourteen (14) business days from the effective date of the contract.

The Contractor shall establish one (1) account with a Federally Insured Depository to deposit and process all funds drawn down under HUD's line of credit procedure. The Contractor shall notify the GTR of the account numbers as well as online access information. The Contractor shall make all documentation available for review at the request of the GTM/GTR. Monthly bank account fees are not reimbursable.

The account shall be a non-interest bearing, zero-balance checking account. The account shall be in the name of the HUD, but designated in the care of the contractor. Checks are to be signed by the Contractor's designated staff. The Contractor shall have software that verifies check numbers by comparing issued check numbers against check numbers being presented for payment. Check stock and design shall bear a watermark or other form of protection to prevent duplication by Xerox and be approved by the GTR in advance of the checks being ordered. Checks must also bear the statement "void after ninety (90) days" from date of issuance.

Line of Credit: The contractor shall maintain a one million dollars ($1,000,000) line of credit and proof shall be provided NLT ten (10) business days after issuance of the pre-award notice that it is the apparently successful offeror.

Quality Control Plan (QCP): The Contractor shall provide the CO and GTR with a specific written QCP for all tasks specified in this contract not later than thirty (30) calendar days after the post award conference. The QCP shall be designed and implemented to result in quality and timely contract performance to prevent, detect, and correct any deficiencies in contract performance with little or no need for government intervention. The QCP shall be revised as circumstances dictate, to reflect necessary changes during the progress of the contract.

Management Work Plan (MWP): The Contractor shall provide CO and GTR with a specific written management work plan for all tasks specified in this contract not later than thirty (30) calendar days from the effective date of the contract. The MWP shall include a detailed allocation of contract resources and time scheduled for accomplishment of the tasks and the deliverables to be provided. The MWP shall be revised as circumstances dictate, to reflect approved changes during the progress of the contract.

The MWP, at a minimum, shall include a detailed allocation of contract resources and time scheduled to accomplish the tasks along with the deliverables to be provided. The MWP shall include a detailed work flow chart reflecting the process and steps the assigned cases would follow which clearly reflect the Contractor's strategy for: I) timely completion of case assignments; 2) how work deadlines will be met including how adjustments in staffing and workload will be made when there are fluctuating levels of case assignments; and 3) how the portfolio of assets will be serviced (including names of staff in key assignments).

Continuity of Operations Plan (COOP): The Contractor shall provide to the CO and GTR a specific written COOP for all services specified in this Contract not later than thirty (30) calendar days from the effective date of the contract. The COOP shall be designed and implemented to result in all services required under this contract being continued without interruption in the case of an emergency or crisis requiring relocation of the Contractor's office and other resources.

The COOP, at a minimum, shall include a detailed listing of contract services, alternative resources, processes and steps to immediately relocate the office, other resources, and any other pertinent information needing consideration.

Training: The Contractors staff will receive servicing and system training by HUD or its designee at the NSC beginning no less than 60 calendar days from contract award. The Contractor shall notify the GTR of all attendees not later than two (2) business days prior to the commencement of the training. All PIV documents must be submitted to HUD prior to the commencement of training. After training begins, additional trainees may be added only with the GTRs prior approval. HUD reserves the right to adjust the number of trainees who may attend. After initial training, training of additional employees is the responsibility of the Contractor. In the event of any significant change in program terms or directives, HUD will provide subsequent training as needed.

Customer Relations/Servicing Guide (Guide): The GTR will provide a Customer Relations/Servicing Guide to the Contractor within thirty (30) business days of the effective date of the contract. Included in the guide will be information and guidance to assist the customer service center in providing customer service to callers. Also in the guide are two directories listing contact information for Housing Counseling Agencies and Mortgage Servicers. The Contractor shall update the directories with current contact information, as well as a current employee directory by servicing area for all servicing staff on a quarterly basis and forward the updated directories not later than five (5) business days of completion to the GTR.

Phase Two: begins forty-six (46) calendar days from the effective date of the contract and continues for another forty-five (45) calendar days. Phase Two of the transition is intended to expire on the same date as the expiration date of the existing Loan Servicing Contract.

However, unforeseen circumstances may require that the Contracting Officer extend the expiration date of the existing Loan Servicing Contract, at which time the Contractor shall be notified of such extension.

Contract Performance: Not later than seventy-five (75) calendar days from the effective date of the contract, the Contractor shall begin performing contract servicing requirements.

Complete Infrastructure: The Contractor shall notify the GTR, in writing, that the Contractor has adequate facilities, staff, subcontract support, equipment and supplies in place to perform all of the tasks required under the PWS and shall provide a final list of key staff, office locations, email addresses, direct phone numbers for staff and emergency contact information to the GTR not later than seventy-five (75) calendar days from the effective date of the contract. The GTR will perform an onsite inspection that will be delivered to the Contracting Officer.

File Transfer: Not later than forty-six (46) calendar days from the effective date of the contract, the former Contractor will begin transfer of all servicing files including inventory lists, via HUD to the Contractor. The Contractor shall reconcile the physical files to the inventory list and to the system. Following transfer, the Contractor shall review the system for scanned loan documents and review the physical files for the legal documents. Any discrepancies shall be annotated on the inventory list by the Contractor and provided to the GTR. The Contractor shall complete the inventory of the files not later than sixty (60) business days from receipt of the initial account files and inventory list from HUD.

Loan Servicer's Guide: The Contractor shall submit for the GTR's approval a Loan Servicer's Guide for use by the Contractor's staff in servicing the HECM portfolio not later than sixty (60) calendar days from the effective date of the contract. The Contractor may develop a new Guide or modify the existing Guide. The Contractor shall develop, modify and recommend servicing policy and foreclosure procedures to improve overall loan servicing operations. The Guide and any items routinely incorporated into the Guide shall be approved by the GTR. The GTR shall have thirty (30) business days to issue approval.

Welcome Letter: Not later than the seventy-five (75) calendar days from the effective date of the contract the Contractor shall send a Welcome Letter to all mortgagors providing a toll-free number, and the name of the new loan servicer handling the loan. The letter may contain additional information about the loan and collection policies of the Contractor and HUD. This Welcome Letter shall comply with RESPA's Notice of Transfer requirements and shall constitute a combination notice, which satisfies both the Contractor and HUD's notice of transfer obligations under RESPA. The Contractor shall provide e-mail notification to the GTR upon completion of this task.

Full Servicing Capacity: The Contractor shall be at full servicing capacity of the HUD portfolio ninety (90) calendar days from the effective date of the contract, unless otherwise notified by the Contracting Officer. The Contractor shall certify that they are able to process release of liens, cut disbursement checks, scan and attach images at a loan level into HERMIT, receive/retrieve voice mail, send/receive email, send/receive faxes, process deposits through OTC. Net, access SMART and SFIS, and order property inspections.

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 ninety (90) 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 incumbent Contractor shall provide the successor Contractor a minimum of six (6) hours a day for onsite, side by side training during the scheduled training period. 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.

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 under the contract.

Government Technical Representative (GTR) - 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.

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

ACA - Program Asset Control Area Program ACD - Program Accelerated Claims Disposition Program AQL - Acceptable Quality Level CFR - Code of Federal Regulations CO - Contracting Officer COI - Certificate of Indebtedness COOP - Continuity of Operations Plan CCLR - Claims Collection Litigation Report CSR - Customer Service Representative CWCOT - Claim without Conveyance of Title DIL - Deed in Lieu of Foreclosure DOJ - Department of Justice ECLASS - Electronic Courses on Loss Mitigation and Servicing EVARS - Extension and Variance Automated Response System FAR - Federal Acquisition Regulation FHA - Federal Housing Administration FOIA - Freedom of Information Act GNND - Good Neighbor Next Door (fka OND/TND) GNT - Good Neighbor Team GTM - Government Technical Monitor GTR - Government Technical Representative HCA - Housing Counseling Agency HECM - Mortgages Home Equity Conversion Mortgages, also called Reverse Mortgages HERMIT - Home Equity Reverse Mortgage Information Technology System

- Home Ownership Center- There are 4 HOCs: Denver, CO; Santa Ana, CA; Atlanta, GA; and Philadelphia, PA.

HUD - U. S. Department of Housing and Urban Development. The terms "Department of Housing and Urban Development, "HUD, and "Government shall be synonymous and may be used interchangeably in this contract.

HUDAR - HUD Acquisition Regulation HQ - HUD Headquarters, Washington, DC

IRS - Internal Revenue Service MIC - Mortgage Insurance Certificate MOU - Memorandums of Understanding and Interconnectivity Security Agreements NJF - Non-Judicial Foreclosure NSC - HUD National Servicing Center, Oklahoma City and Tulsa, OK NEHEMIAH - Nehemiah Housing Opportunity Grants Program OIG - HUD Office of Inspector General OND - Officer(s) Next-Door Program PC - Partial Claim Subordinate Mortgage PMM- Purchase Money Mortgage REAC - Real Estate Assessment Center REO - HUD Real Estate Owned Division RESPA - Real Estate Settlement Procedures Act SAM - Shared Appreciation Mortgage SAMS - HUD Single Family Acquired Asset Management System (A80S) SEM - Shared Equity Mortgage SF - Single Family SFIS - HUD Single Family Insurance System (A43) SFDMS - Single Family Default Monitoring System SMART - Single Family Mortgage Asset Recovery Technology SOP - Standard Operating Procedure TND - Teacher(s) Next Door Program TBD - To Be Determined VRS Voice Response System CBT - Computer-Based Training CCB - Change Control Board CFO or OCFO - Office of the Chief Financial Officer of HUD CFR - Code of Federal Regulations CIO or OCIO - Office of the Chief Information Officer of HUD CO - Contracting Officer COR - Contracting Officer Representative COTS - Commercial Off-the-Shelf CPO - Office of the Chief Procurement Officer of HUD EST - Eastern Standard Time (U.S.)

ETC - Estimate to Completion GAO - U.S. General Accounting Office GTM - Government Technical Monitor GTR - Government Technical Representative HUD - U.S. Department of Housing and Urban Development HUDAR - HUD Acquisition Regulation HUD Web - HUDs Intranet Web Site and related WEB pages.

IG or OIG - Inspector General (Office of) IT - Information Technology OCPO - Office of the Chief Procurement Officer OIG - Office of Inspector General OMB - Office of Management and Budget PL - Public Law PM - Project Manager POC - Point of Contact PPM - Project Planning and Management QA - Quality Assurance

QASP - Quality Assurance Surveillance Plan QCP - Quality Control Plan SF - Standard Form TBD - To be determined U.S.C - United States Code

3 Government-Furnished Property and Services

Single Family Insurance System (SFISnet or A43) - The Single Family Insurance System (SFIS) is a HUD system of record used to maintain the insurance-in-force (IIF) database, which contains accurate and detailed case information on FHA-insured single family properties (except HECM). The Contractor shall access SFIS to verify loan information as deemed necessary to determine insurance status and claims information.

FHA Connection -The FHA Connection is an interactive system available through the Internet that gives approved FHA lenders real-time access to FHA systems for the purpose of conducting official FHA business in an electronic fashion such as reporting the status of insured loans. Additionally, the FHA Connection allows HUD to post information of interest to Mortgagees. FHAC can also be used to determine insurance and claims information.

Single Family Mortgage Asset Recovery Technology (SMART) - the current business service provider used to service and track servicing activities on most loan portfolios named within this PWS. SMART is currently the business service provider that provides automated business processes that support comprehensive loan servicing on all other programs that are under the jurisdiction of the National Servicing Center. SMART has the capability to perform comprehensive loan servicing requirements necessary to meet HUD guidelines for servicing the various HUD loan programs.

Home Equity Reverse Mortgage Information Technology (HERMIT) - a business service provider used to service and track servicing activities for HECM loans. The servicing module in HERMIT allows HUD and servicers to effectively service all HECM loans from initial loan setup through the claims process. All HECM servicing is expected to occur in the HERMIT system.

Asset Disposition and Management System (P260) - a business service provider used by HUD to track and manage REO properties.

Neighborhood Watch - Neighborhood Watch is intended to aid HUD/FHA staff in monitoring lenders and our programs and to aid lenders and the public in self-policing the industry. The system is designed to highlight exceptions, so that potential problems are readily identifiable. In addition, the system can be used to identify loan programs, geographic areas and lenders that are performing well.

HUD-owned toll-free telephone number (877-622-8525).

Access to HUD Information Systems - Contractor employees (including subcontractors) who will need…