MFTRANS SPEC SOLICITATION_7-11-08.DOC

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PERIOD OF PERFORMANCE FROM DATE OF AWARD THROUGH 12 MONTHS

CLIN

NO.

of Issue

UNIT

PRICE

UNIT

PRICE

AM’T

(TBD BY GOV’T)

Multifamily (MF)Assets

Healthcare Assets

The percentage value will be applied to the total dollar value of each specific sale.

Issue

II. Fixed Price Tasks

Issue

(TBD by the Gov’t)

III. Direct Reimbursement Costs – Third Party Reports

IV. Direct Reimbursement Costs

$ flat fee

NTE

NTE

GRAND TOTAL

B.2 OPTION YEAR 1: 12 MONTH PERIOD AFTER EXPIRATION OF THE BASE PERIOD

CLIN

NO.

of Issue

UNIT

PRICE

UNIT

PRICE

AM’T

TBD BY GOV’T

Multifamily (MF)Assets

Healthcare Assets

The percentage value will be applied to the total dollar value of each specific sale.

Issue

II. Fixed Price Tasks

Issue

III. Direct Reimbursement Costs – Third Party Reports

IV. Direct Reimbursement Costs

$ flat fee

NTE

NTE

GRAND TOTAL

*The incentives are applied in addition to the success fee when the Government determines it to be appropriate.

B.3 OPTION YEAR 2: 12 MONTHS AFTER THE EXPIRATION OF OPTION YEAR 1

CLIN

NO.

of Issue

UNIT

PRICE

UNIT

PRICE

AM’T

TBD BY GOV’T

Multifamily (MF)Assets

Healthcare Assets

The percentage value will be applied to the total dollar value of each specific sale.

Issue

II. Fixed Price Tasks

Issue

III. Direct Reimbursement Costs – Third Party Reports

IV. Direct Reimbursement Costs

$ flat fee

NTE

NTE

GRAND TOTAL

*The incentives are applied in addition to the success fee when the Government determines it to be appropriate.

B.4 PRICING STRUCTURE/ACRONYMS

Pursuant to the pricing structure, the offeror is required to provide a fixed price for due diligence as well as a % of the due diligence success fee.

JB is an abbreviation for job

NTE is an acronym for Not-to-Exceed

UPB is an acronym for Unpaid Principal Balance For partial completion of due diligence for assets dropped from a sale by HUD, ASO is interested in the following structure…

For assets tasked under CLIN#0001 “% Success Fee With Due Diligence Tasked All Performance Work Statement Services (PWS); Sections 1.0 & 2.0 Of SOO)”, a percentage (%) of the unit price shall be paid under CLINs # 0011B; #0011C; or # 0011D as follows, if asset is removed from the sale initiative within the following constraints from Project Plan approval date by HUD (CLIN# 0011A):

SECTION C – STATEMENT OF OBJECTIVES

FHA ASSET SALES PROGRAM

MULTIFAMILY & HEALTHCARE PORTFOLIO SALES

TRANSACTION SPECIALIST

I. Introduction:

A. The Department of Housing and Urban Development (HUD), under the auspices of the Federal Housing Administration (FHA) Multifamily and Healthcare Asset Sales Program (Program), intends to sell certain of its multifamily and healthcare portfolio of HUD-held notes. These notes primarily consist of loans that were assigned to HUD after default by a borrower or co-insuring lender. HUD intends to satisfy its Program requirements through the use of a performance-based contract. HUD is using the less-prescriptive Statement of Objectives (SOO) provided herein; versus the previous Statement of Work (SOO). The SOO combines loan due diligence and transaction (sale) requirements for services to support the asset sale activities for HUD-held notes secured by multifamily housing properties, assisted living facilities, nursing homes, and hospitals located nationwide.

B. Based on the SOO, a performance work statement (PWS) shall be developed by the Contractor that describes: 1) the end results to be achieved; 2) the proposed performance standards and acceptable quality levels of the work performed; 3) a measurable Quality Assurance Surveillance Plan (QASP) to assure that the end results meet quality and acceptable levels; and 4) an incentive/disincentive structure that motivates the Contractor to achieve HUD’s stated objectives.

II. Purpose:

A. The overall objective of the Program is to maximize the proceeds to the FHA and ensure that FHA’s public policy issues are addressed while disposing of the assets in the most efficient manner. The Program is to produce a streamlined and cost effective process that uses FHA’s existing databases and information sources while providing for consistent application of state-of-the-art due diligence and third party reports.

B. For a summary of the results of previous unsubsidized Multifamily Mortgage Loan Sales go to:http://www.hud.gov/offices/hsg/comp/asset/mfam/mprev.cfm C. The Contractor shall work closely with a Program Team which includes the FHA Asset Sales Office (“ASO”), Office of Multifamily Asset Management, Program Financial Advisor (“PFA”), Office of General Counsel (“OGC”), Government Technical Representative (“GTR”), Government Technical Monitor (“GTM”), representatives of the Office of the Comptroller and other outside Contractors. The Program’s asset inventory consists of unsubsidized HUD-held notes but may include certain subsidized notes.

D. It is envisioned that asset sales conducted under the Program will be whole loan sales. The period of performance for this Program engagement is for an initial twelve month period with the possible extension of two (2) option periods of twelve months each at HUD’s sole discretion. HUD requires the services of a business enterprise with a minimum of three years demonstrated private and/or public sector loan sale experience as a Transaction Specialist (TS) to manage and facilitate asset sales under the Program including but not limited to the development and design of sale strategies. Traditionally, the HUD-held assets sold are multifamily and/or healthcare notes.

E. The objective of the Program is to maximize the proceeds to the FHA and ensure that FHA’s public policy issues are addressed while disposing of the assets in the most efficient innovative manner.

III. Scope or Mission:

A. HUD is interested in reengineering its Program to reduce costs and increase efficiencies. The services/activities discussed below may be modified with accepted private sector loan sale business practices and protocols. The Contractor, at the direction of the GTM, will provide the necessary services, facilities, and personnel, and all other support to manage and facilitate the Program.

1. A minimum asset number or dollar value is not guaranteed. Per Schedule B – “Supplies or Services and Price/Costs”, compensation is paid in accordance with Section B, based on the requirements of the Government. A contract modification is not required, if HUD changes the number or dollar value of assets offered and the related Contractor’s compensation does not exceed the maximum compensation amount allowed by the contract.

2. Period and Place of Performance:

a) The period of performance is twelve (12) months from the date of award.

b) The Contracting Officer may extend the period of performance for up to two option periods of 12 months each.

3. Background:

a) HUD previously competed and awarded separate contracts for the TS support for the sale of multifamily and healthcare properties and due diligence services. Although earlier contracts did not include due diligence services, the performance of these due diligence tasks was combined with the TS services in HUD’s most recent contracts. The previous contracts contained benchmarks and timeframes, but also detailed via a Statement of Work (SOW) as to “how” to perform various tasks. This is a performance-based Statement of Objectives (SOO) for combined TS and due diligence services, focusing on primarily “what” is needed, instead of “how” the work is to be performed.

b) The Contractor will be responsible for the support of sale activities during the period of performance. The Contractor’s responsibilities and period of performance are not linked to a specific number of sales or types of sales.

IV. Performance Requirement Objectives

A. At the GTM/GTR’s direction, HUD may request assistance with the objectives listed below for Asset Sale Services & Loan Due Diligence Services or Loan Due Diligence Services only. In accordance with Schedule B, contractors will be compensated based on the requested services.

B. Program Management & Innovation

Objectives: To develop and execute whole loan sale(s) under the Program while maximizing FHA’s recoveries. To provide “state-of-the-art”/innovative due diligence services including data collection from HUD field offices, HUD’s Loan Servicer and related third parties.

1. Asset Sale Services

a) Project Plans Objective: To develop 1) Project Plans that serve as guides to project management and execution of asset sales; and 2) Project Plans including a Quality Assurance Surveillance Plans (QASP) to assure that the end results meet quality and acceptable execution and recovery levels for an asset sale.

b) Asset Market Valuations Objective: To determine the market value of the assets scheduled for sale. To ensure assets are properly valued using HUD’s Bid Evaluation Model. The Contractor shall develop and run a Bid Evaluation Model (provided by HUD) for the Program. The model should consider all approved terms and conditions of the Program, so that HUD can identify the specific combination of bids that will result in the most loans sold at the highest price based on Contractor’s recommendation (i.e. comparison of pool bid versus individual bids).

c) Modeling Objective: To prepare (meaning enter correct verified loan level data), analyze results of and administer a Bid Evaluation Model;

d) Individual Loan Underwriting & Portfolio Analysis

(1) Objective: To ensure Contractor analyzes the asset sale loan portfolio for structuring and stratification, review loan schedule(s) and/or loan tapes, which take into account relevant individual loan characteristics. For each asset, characteristics would include but not be limited to note types, Unpaid Principal Balance (UPB) value, interest rate, loan to value ratio (LTV), delinquency rates as applicable, geographic location and other pertinent market factors affecting overall sale structure and disposition.

(2) Objective: To ensure Contractor uses all available data including the Asset Review File (ARF) that contains current and historical documents on the property and the borrower to determine the market value of an asset.

e) Asset Sales Marketing & Advertising.

Objective: To ensure Contractor markets and advertises assets to increase competition and maximize recoveries

f) Bid Package

The Contractor, with guidance and direction from HUD OGC, shall prepare and distribute a Bidder’s Information Package and Supplements (with updated or corrective information), for the Program asset sale, to potential investors in accordance with an established schedule. This Package should include information on the sale and the assets, including timelines and other valuable materials.

Objective: To ensure Contractor prepares an accurate and timely Bidder’s Information Package (a.k.a. bid package) for an asset sale.

g) Sale of Assets Objective: To ensure Contractor administers a Bid Evaluation Model on Contractor’s platform or other platform as requested by HUD and executes the activities of the sale day and subsequent award procedures in conjunction with the Asset Sales Office.

h) Bid Review & Analysis

Objective: To determine the maximum recovery based on review of bids submitted by investors.

i) Loan Settlements/Closings

Objective: To ensure Contractor assists HUD, as needed, in the loan settlement/closing for loans sold under the Program.

2. Loan Due Diligence Services Objective: To provide loan due diligence services.

a) Loan Due Diligence Information Collection, Scanning and Review:

(1) Objective: To ensure the Contractor makes available online all relevant due diligence materials in a timely manner usually within 2 calendar days. These online materials include but are not limited to:

1. collateral files,

2. servicing files;

3. third party reports;

4. other documents provided by HUD.

(2) Objective: Also to ensure the Contractor’s Asset File Review phase shall demonstrate an “electronically user friendly” mechanism/platform to consolidate all asset due diligence materials online to bidders and rating agencies in a secure IT environment.

(i) Scanning - Loan Document(s) and Files. The hard copy collateral and servicing files will not be available for due diligence purposes.

Objective: To ensure Contractor immediately scans the files upon the receipt and prior to any data abstraction and file review. Images and electronic copies will be provided for due diligence.

(ii) Data collection/abstraction Objective: To ensure Contractor 1) reviews the loan files and 2) prepares information for the bid package and related due diligence information. Contractor reviews imaged and electronic copies of loan due diligence information and records to complete these objectives.

(iii) Loan Characteristics and Information Database (“Loan Tape”): A loan tape must be provided for a Program asset sale. HUD will provide data from its informational systems as necessary for constructing the loan tape.

Objective: To ensure the Contractor provides an electronic version of a loan tape, which is a set of asset-related data, to qualified bidders and to continuously monitor all loans in the asset sale and periodically update and disseminate the information in an updated loan tape.

(iv) Access to Due Diligence. Due diligence materials and other loan information must be made available upon request via commonly used data storage and the information must be made available online with high-speed remote access or the fastest access readily available.

Objective: To ensure Contractor manages and supports interfaces with bidders using innovative technology and internet applications.

(v) Data Shipping.

Objective: To ensure Contractor will ship a CD or other media storage containing electronic files of the collateral, servicing and other related documents to qualified bidders.

SECTION D - PACKAGING AND MARKING

D.1

AS 501 ENVIRONMENTALLY SAFE PACKAGING (NOV 1997)

The offeror or contractor shall package non-breakable deliverables (reports, proposals, studies, etc.) using environmentally safe packaging materials (e.g., recycled paper). The packaging methods shall be in accordance with the best commercial practices and provide adequate protection during shipping and handling.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

NUMBER

TITLE

DATE

52.246-4

INSPECTION OF SERVICES--FIXED-PRICE

AUG 1996

2452.246-70

INSPECTION AND ACCEPTANCE

FEB 2006

SECTION F - DELIVERIES OR PERFORMANCE

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

TITLE DATE

52.242-15

STOP-WORK ORDER

AUG 1989

52.247-34

F.O.B. DESTINATION

NOV 1991

52.247-48

F.O.B. DESTINATION--EVIDENCE OF SHIPMENT

FEB 1999

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 HUDAR 2452.232-70 PAYMENT SCHEDULE AND INVOICE SUBMISSION (FIXED-PRICE) (FEB 2008) (DEVIATION)

(a) Payment Schedule. Payment of the contract price (see Section B of the contract) will be made upon completion and acceptance of all work unless a partial payment schedule is included below:

Partial Payment No. |Applicable Contract | Delivery Date |Payment Amount

| Deliverable | |

1. | | |

2. | | |

3. | | |

(Continue as necessary)

(b) Submission of Invoices. (1) Invoices shall be submitted as follows: original to the payment office identified on the award document (e.g., in Block 12 on the SF-26 or Block 25 on the SF-33, or elsewhere in the contract) with a copy to the Government Technical Representative(GTR) and a copy to the Contracting Officer. To constitute a proper invoice, the invoice must include all items required by FAR clause 52.232-25, Prompt Payment.

(2) To assist the government in making timely payments, the contractor is also requested to include on each invoice the appropriation number shown on the contract award document (e.g., in Block 14 on the SF-26 or Block 21 on the SF-33). The contractor is also requested to clearly indicate on the mailing envelope that an invoice is enclosed.

(c) Contractor Remittance Information. The contractor shall provide the payment office with all information required by other payment clauses or other supplemental information (e.g., contracts for commercial services) contained in this contract.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1

2452.239-71 INFORMATION TECHNOLOGY VIRUS SECURITY (FEB 2006)

(a) The contractor hereby agrees to make every reasonable effort to deliver information technology products to HUD free of known computer viruses. The contractor shall be responsible for examining all such products prior to their delivery to HUD using software tools and processes capable of detecting all known viruses.

(b) The contractor shall include the following statement on deliveries of hardware, software, and data products, including diskettes, made under this contract: [product description, part/catalog number, other identifier, and serial number, if any]

This product has been scanned for known viruses using [name of virus-screening product, including version number, if any] and is certified to be free of known viruses at the time of delivery."

(c) The Contracting Officer may assess monetary damages against the contractor sufficient to compensate HUD for actual or estimated costs resulting from computer virus damage or malicious destruction of computer information arising from the contractor's failure to take adequate precautions to preclude delivery of virus-containing products in the delivery of hardware, software, or data on diskettes under this contract.

(d) This clause shall not limit the rights of the government under any other clause of this contract.

H.2

CONFIDENTIALITY OF INFORMATION

Unless otherwise specified, all financial and personal data, which is produced or otherwise available to the contractor during the performance of this contract, is considered confidential and shall not be used for any purpose other than performance of the work under this contract. Regardless of the form of this data, the contractor agrees that no employees will disclose or allow disclosure of any such data or derivatives thereof to third parties, except as may be required in the performance of this task order.

H.3 AUTOMATED DATA PROCESSING (ADP) SECURITY CLEARANCE FOR SENSITIVE SYSTEMS/APPLICATIONS.

Any contractor personnel who are involved with the management, use or operation of a Department of HUD sensitive computer system/application will be required to undergo a security clearance. Coordination for the security clearance will be done through the GTR. HUD will determine the level of security clearance. A security clearance is required for this contact.

H.4 2452.251-70 CONTRACTOR EMPLOYEE TRAVEL. (OCT 1999)

(a) To the maximum extent practical, the Contractor shall make use of travel discounts which are available to Federal employees while traveling in the conduct of official Government business. Such discounts may include, but are not limited to, lodging and rental car rates.

(b) The Contractor shall be responsible for obtaining and/or providing to his/her employees written evidence of their status with regard to their performance of Government contract work needed to obtain such discounts.

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

52.202-1

DEFINITIONS

JUL 2004

52.203-3

GRATUITIES

APR 1984

52.203-5

COVENANT AGAINST CONTINGENT FEES

52.203-6

RESTRICTIONS ON SUBCONTRACTOR SALES TO

SEP 2006

THE GOVERNMENT

52.203-7

ANTI-KICKBACK PROCEDURES

JUL 1995

52.203-8

CANCELLATION, RESCISSION, AND RECOVERY

JAN 1997

OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY

52.203-10

PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR

IMPROPER ACTIVITY

52.203-12

LIMITATION ON PAYMENTS TO INFLUENCE

SEP 2007

CERTAIN FEDERAL TRANSACTIONS

52.204-4

PRINTED OR COPIED DOUBLE-SIDED

AUG 2000

ON RECYCLED PAPER

52.204-7

CENTRAL CONTRACTOR REGISTRATION

JUL 2006

52.204-9

PERSONAL IDENTITY VERIFICATION OF

SEP 2007

CONTRACTOR PERSONNEL

52.209-6

PROTECTING THE GOVERNMENT'S INTEREST

WHEN SUBCONTRACTING WITH CONTRACTORS

DEBARRED, SUSPENDED, OR PROPOSED FOR

DEBARMENT

52.215-2

AUDIT AND RECORDS--NEGOTIATION

JUN 1999

52.215-8

ORDER OF PRECEDENCE--UNIFORM CONTRACT

OCT 1997

FORMAT

52.219-8

UTILIZATION OF SMALL BUSINESS CONCERNS

MAY 2004

52.222-21

PROHIBITION OF SEGREGATED FACILITIES

FEB 1999

52.222-26

EQUAL OPPORTUNITY

MAR 2007

52.222-35

EQUAL OPPORTUNITY FOR SPECIAL DISABLED

VETERANS, VETERANS OF THE VIETNAM ERA,

AND OTHER ELIGIBLE VETERANS

52.222-36

AFFIRMATIVE ACTION FOR WORKERS WITH

JUN 1998

DISABILITIES

52.222-37

EMPLOYMENT REPORTS ON SPECIAL DISABLED

VETERANS, VETERANS OF THE VIETNAM ERA,

AND OTHER ELIGIBLE VETERANS

52.222-41

SERVICE CONTRACT ACT OF 1965

NOV 2007

52.222-43

FAIR LABOR STANDARDS ACT AND SERVICE

NOV 2006

CONTRACT ACT-PRICE ADJUSTMENT (MULTIPLE

YEAR AND OPTION CONTRACTS)

52.222-50

COMBATING TRAFFICKING IN PERSONS

AUG 2007

52.223-6

DRUG-FREE WORKPLACE

MAY 2001

52.223-15

ENERGY EFFICIENCY IN ENERGY-CONSUMING

DEC 2007

PRODUCTS

52.225-5

TRADE AGREEMENTS

NOV 2007

52.225-13

RESTRICTIONS ON CERTAIN FOREIGN

FEB 2006

PURCHASES

52.227-1

AUTHORIZATION AND CONSENT

52.227-2

NOTICE AND ASSISTANCE REGARDING PATENT

AND COPYRIGHT INFRINGEMENT

52.227-14

RIGHTS IN DATA – GENERAL DEC 2007

52.228-5

INSURANCE--WORK ON A GOVERNMENT

INSTALLATION

52.229-3

FEDERAL, STATE, AND LOCAL TAXES

APR 2003

52.232-1

PAYMENTS

52.232-8

DISCOUNTS FOR PROMPT PAYMENT

FEB 2002

52.232-11

EXTRAS

52.232-23

ASSIGNMENT OF CLAIMS

JAN 1986

52.232-25

PROMPT PAYMENT

OCT 2003

52.233-3

PROTEST AFTER AWARD

AUG 1996

52.233-4

APPLICABLE LAW FOR BREACH OF

OCT 2004

CONTRACT CLAIM

52.242-13

BANKRUPTCY

JUL 1995

52.243-1

CHANGES--FIXED PRICE

AUG 1987

ALTERNATE I (APR 1984)

52.244-6

SUBCONTRACTS FOR COMMERCIAL ITEMS

MAR 2007

52.245-1A

GOVERNMENT PROPERTY

JUN 2007

ALTERNATE I (JUNE 2007)

52.245-9

USE AND CHARGES

JUN 2007

52.246-25

LIMITATION OF LIABILITY--SERVICES

FEB 1997

52.249-2

TERMINATION FOR CONVENIENCE OF THE

MAY 2004

GOVERNMENT (FIXED-PRICE)

52.249-8

DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)

52.253-1

COMPUTER GENERATED FORMS

JAN 1991

2452.203-70

PROHIBITION AGAINST THE USE OF FEDERAL

FEB 2006

EMPLOYEES

2452.209-72

ORGANIZATIONAL CONFLICTS OF INTEREST

APR 1984

I.2 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2007)

(a) Definition.

"United States", as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall--

(i) Have a written code of business ethics and conduct; and

(ii) Provide a copy of the code to each employee engaged in performance of the contract.

(2) The Contractor shall promote compliance with its code of business ethics and conduct.

(c) Awareness program and internal control system for other than small businesses. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract. The Contractor shall establish within 90 days after contract award, unless the Contracting Officer establishes a longer time period--

(1) An ongoing business ethics and business conduct awareness program; and

(2) An internal control system.

(i) The Contractor's internal control system shall--

(A) Facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) For example, the Contractor's internal control system should provide for--

(A) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting;

(B) An internal reporting mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports;

(C) Internal and/or external audits, as appropriate; and

(D) Disciplinary action for improper conduct.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days, except when the subcontract--

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

I.3 2452.237-75 Access to HUD Facilities

"Access" means physical entry into, and to the extent authorized, mobility within, a Government facility.

"Contractor employee" means an employee of the prime contractor or of any subcontractor, affiliate, partner, joint venture, or team members with which the contractor is associated. It also includes consultants engaged by any of those entities.

"Facility" and "Government facility" mean buildings, including areas within buildings, owned, leased, shared, occupied, or otherwise controlled by the Federal Government.

"NACI" means National Agency Check with Written Inquiries, the minimum background investigation prescribed by the U. S. Office of Personnel Management.

"PIV Card" means Personal Identity Verification (PIV) Card, the Federal Government-issued identification credential (identification badge).

(b) General. The performance of this contract requires contractor employees to have access to HUD facilities. All such employees who do not already possess a current PIV Card acceptable to HUD shall be required to provide personal background information, undergo a background investigation (NACI or other OPM-required or approved investigation), including an FBI National Criminal History Fingerprint Check, and obtain a PIV Card prior to being permitted access to any such facility in performance of this contract. HUD may accept a PIV Card issued by another Federal Government agency but shall not be required to do so. No contractor employee will be permitted access to a HUD facility without a proper PIV Card.

(c) Background information.

(1) For each contractor employee subject to the requirements of this clause and not in possession of a current PIV Card acceptable to HUD, the contractor shall submit the following properly-completed forms: Standard Form (SF) 85, "Questionnaire for Non-sensitive Positions," FD 258 (Fingerprint Chart), and a partial Optional Form (OF) 306 (Items 1, 2, 6, 8-13, 16, and 17). The SF-85, and OF-306 are available from the Office of Personnel Management's (OPM) website: http://www.opm.gov. The GTR will provide all other forms that are not obtainable via the Internet.

(2) The contractor shall deliver the forms and information required in subparagraph (c)(1) to the GTR.

(3) The information provided in accordance with paragraph (c)(1) will be used to perform a background investigation to determine the suitability of the contractor employees to have access to Government facilities. After completion of the investigation, the GTR will notify the contractor in writing if any contractor employee is determined to be unsuitable to be given access to a Government facility. The contractor shall immediately remove such employees from work on this contract that requires the employees' physical presence in a Government facility.

(4) Affected contractor employees who have had a Federal background investigation without a subsequent break in Federal employment or Federal contract service exceeding two (2) years may be exempt from the investigation requirements of this clause subject to verification of the previous investigation. For each such employee, the contractor shall submit the following information in lieu of the forms and information listed in subparagraph (c)(1): employee's full name, Social Security Number, and place and date of birth.

(d) PIV Cards.

(1) HUD will issue a PIV Card to each contractor employee who is to be given access to HUD facilities and does not already possess a PIV Card acceptable to HUD (see paragraph (b)). HUD will not issue the PIV Card until the contractor employee has successfully cleared the FBI National Criminal History Fingerprint Check, and HUD has initiated the background investigation for the contractor employee. Initiation is defined to mean all background information required in paragraph (c)(1) has been delivered to HUD. The employee may not be given access prior to those two events. HUD may issue a PIV Card and grant access pending the completion of the background investigation. HUD will revoke the PIV Card and the employee's access if the background investigation process (including adjudication of investigation results) for the employee has not been completed within six (6) months after the issuance of the PIV Card.

(2) PIV Cards shall identify individuals as contractor employees. Contractor employees shall display their PIV Cards on their persons at all times while working in a HUD facility, and shall present cards for inspection upon request by HUD officials or HUD security personnel.

(3) The contractor shall be responsible for all PIV Cards issued to the contractor's employees and shall immediately notify the GTR if any PIV Card(s) cannot be accounted for. The contractor shall notify the GTR immediately whenever any contractor employee no longer has a need for his/her HUD-issued PIV Card (e.g., employee terminates employment with the contractor, employee's duties no longer require access to HUD facilities). The GTR will instruct the contractor as to how to return the PIV Card. Upon expiration of this contract, the GTR will instruct the contractor as to how to return all HUD-issued PIV Cards not previously returned. The contractor shall not return PIV Cards to any person other than the individual(s) named by the GTR.

(e) Control of access. HUD shall have and exercise full and complete control over granting, denying, withholding, and terminating access of contractor employees to HUD facilities. The GTR will notify the contractor immediately when HUD has determined that an employee is unsuitable or unfit to be permitted access to a HUD facility. The contractor shall immediately notify such employee that he/she no longer has access to any HUD facility, remove the employee from any such facility that he/she may be in, and provide a suitable replacement in accordance with the requirements of this clause.

(f) Access to HUD information systems. If this contract requires contractor employees to have access to HUD information system(s), application(s), or information contained in such systems, the contractor shall comply with all requirements of HUDAR clause 2452.239-70, Access to HUD Systems, including providing for each affected employee any additional background investigation forms prescribed in that clause.

(g) Subcontracts. The contractor shall incorporate this clause in all subcontracts where the requirements specified in paragraph (b) of this section are applicable to performance of the subcontract.

I.4 2452.237-77 Observance of Legal Holidays and Closure of HUD Facilities.

As prescribed in 2437.110(f), insert the following clause:

OBSERVANCE OF LEGAL HOLIDAYS AND CLOSURE OF HUD FACILITIES (FEB 2006)

(a)(1) The Department of Housing and Urban Development observes the following days as holidays--

New Year's Day Martin Luther King's Birthday Washington's Birthday Memorial Day Independence Day Labor Day Columbus Day Veterans Day Thanksgiving Day Christmas Day Any other day designated by Federal law, Executive Order or Presidential Proclamation.

(2) When any holiday specified in (a)(1) falls on a Saturday, the preceding Friday shall be observed. When any such holiday falls on a Sunday, the following Monday shall be observed. Observances of such days by Government personnel shall not be cause for additional period of performance or entitlement to compensation except as set forth in the contract. If the contractor's personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in this contract.

(b)(1) HUD may close a HUD facility for all or a portion of a business day as a result of-

(A) Granting administrative leave to non-essential HUD employees (e.g., unanticipated holiday);

(B) Inclement weather;

(C) Failure of Congress to appropriate operational funds;

(D) Or any other reason.

(2) In such cases, contractor personnel not classified as essential, i.e., not performing critical round-the-clock services or tasks, who are not already on duty at the facility shall not report to the facility. Such contractor personnel already present shall be dismissed and shall leave the facility.

(3) The contractor agrees to continue to provide sufficient personnel to perform round-the-clock requirements of critical tasks already in operation or scheduled for performance during the period in which HUD employees are dismissed, and shall be guided by any specific instructions of the Contracting Officer or his/her duly authorized representative.

(c) When contractor personnel services are not required or provided due to closure of a HUD facility as described in this clause, the contractor shall be compensated as follows--

(1) For fixed price contracts, deductions in the contractor's price will be computed as follows--

(A) The deduction rate in dollars per day will be equal to the per month contract price divided by 21 days per month.

(B) The deduction rate in dollars per day will be multiplied by the number of days services are not required or provided.

If services are provided for portions of days, appropriate adjustment will be made by the Contracting Officer to ensure that the contractor is compensated for services provided.

(2) For cost-reimbursement, time-and-materials and labor-hour type contracts, HUD shall not reimburse as direct costs, the costs of salaries or wages of contractor personnel for the period during which such personnel are dismissed from, or do not have access to, the facility.

I.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

I.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) year.

I.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.hud.gov http://www.hud.gov/offices/cpo/hudar.cfm

I.8 HUDAR 2452.237-70 KEY PERSONNEL (FEB 2006)

(a) Definition. "Personnel" means employees of the contractor, or any subcontractor(s), affiliates, joint venture partners, or team members, and consultants engaged by any of those entities.

(b) The proposed personnel are considered to be essential to the work under this 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 justification (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 be identified in your management proposal.

Name(s) Position(s)

I.9

HUDAR 2452.239-70 ACCESS TO HUD SYSTEMS (NOV 2005) (DEVIATION)

(a) Definitions: As used in this clause -

"Access" means the ability to obtain, view, read, modify, delete, and/or otherwise make use of information resources.

"Application" means the use of information resources (information and information technology) to satisfy a specific set of user requirements (see OMB Circular A-130).

"Contractor employee" means an employee of the prime contractor or of any subcontractor, affiliate, partner, joint venture, or team members with which the contractor is associated. It also includes consultants engaged by any of those entities.

"Mission critical system" means an information technology or telecommunications system used or operated by HUD or by a HUD contractor, or organization on behalf of HUD, that processes any information, the loss, misuse, disclosure, or unauthorized access to, or modification of, would have a debilitating impact on the mission of the agency.

"NACI" means National Agency Check with Written Inquiries, the minimum background investigation prescribed by the U. S. Office of Personnel Management.

"PIV Card" means Personal Identity Verification (PIV) Card, the Federal Government-issued identification credential (i.e., identification badge).

"Sensitive information" means any information, the loss, misuse, or unauthorized access to or modification of which could adversely affect the national interest or the conduct of federal programs or the privacy to which individuals are entitled under section 552a of title 5, United States Code (the Privacy Act), but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.

"System" means an interconnected set of information resources under the same direct management control, which shares common functionality. A system normally includes hardware, software, information, data, applications, communications, and people (see OMB Circular A-130). System includes any system owned by HUD or owned and operated on HUD's behalf by another party.

(b) General.

(1) The performance of this contract requires contractor employees to have access to a HUD system or systems. All such employees who do not already possess a current PIV Card acceptable to HUD shall be required to provide personal background information, undergo a background investigation (NACI or other OPM-required or approved investigation), including an FBI National Criminal History Fingerprint Check, and obtain a PIV Card prior to being permitted access to any such system in performance of this contract. HUD may accept a PIV Card issued by another Federal Government agency but shall not be required to do so. No contractor employee will be permitted access to any HUD system without a PIV Card.

(2) All contractor employees who require access to mission-critical systems or sensitive information contained within a HUD system or application(s) are required to have a more extensive background investigation. The investigation shall be commensurate with the risk and security controls involved in managing, using, or operating the system or applications(s).

(c) Citizenship-related requirements. Each affected contractor employee as described in paragraph (b) shall be:

(1) A United States (U.S.) citizens; or,

(2) A national of the United States (see 8 U.S.C. 1408); or,

(3) An alien lawfully admitted into the United States for permanent residence as evidenced by an Alien Registration Receipt Card Form I-151.

(d) Background investigation process:

(1) The Government Technical Representative (GTR) shall notify the contractor of those contractor employee positions requiring background investigations.

(i) For each contractor employee requiring access to HUD information systems, the contractor shall submit the following properly-completed forms: Standard Form (SF) 85, "Questionnaire for Non-sensitive Positions," FD 258 (Fingerprint Chart), and a partial Optional Form (OF) 306 (Items 1, 2, 6, 8-13, 16, and 17).

(ii) For each contractor employee requiring access to mission-critical systems and/or sensitive information contained within a HUD system and/or application(s), the contractor shall submit the following properly-completed forms: SF 85P, "Questionnaire for Public Trust Positions," FD 258, and a Fair Credit Reporting Act form (authorization for the credit-check portion of the investigation). Contractor employees shall not complete the Medical Release behind the SF 85P.

(iii) The SF85, 85P, and OF 306 are available from the Office of Personnel Management's website: http://www.opm.gov. The GTR will provide all other forms that are not obtainable via the Internet.

(2) The contractor shall deliver the forms and information required in subparagraph (d)(1) to the GTR.

(3) Affected contractor employees who have had a Federal background investigation without a subsequent break in Federal employment or Federal contract service exceeding two (2) years may be exempt from the investigation requirements of this clause subject to verification of the previous investigation. For each such employee, the contractor shall submit the following information in lieu of the forms and information listed in subparagraph (d)(1): employee's full name, Social Security number, and place, and date of birth.

(4) The investigation process shall consist of a range of personal background inquiries and contacts (written and personal) and verification of the information provided on the investigative forms described in subparagraph (d)(1).

(5) Upon completion of the investigation process, the GTR will notify the contractor if any contractor employee is determined to be unsuitable to have access to the system(s), application(s), or information. Such an employee may not be given access to those resources. If any such employee has already been given access pending the results of the background investigation, the contractor shall ensure that the employee's access is revoked immediately upon receipt of the GTR's notification.

(6) Failure of the GTR to notify the contractor (see subparagraph (d)(1)) of any employee who should be subject to the requirements of this clause and is known, or should reasonably be known, by the contractor to be subject to the requirements of this clause, shall not excuse the contractor from making such employee(s) known to the GTR. Any such employee who is identified and is working under the contract without having had the appropriate background investigation or furnished the required forms for the investigation, shall cease to perform such work immediately and shall not be given access to the system(s)/application(s) described in paragraph (b) until the contractor has provided the investigative forms required in subparagraph (d)(1) for the employee to the GTR

(7) The contractor shall notify the GTR in writing whenever a contractor employee for whom a background investigation package was required and submitted to HUD, or for whom a background investigation was completed, terminates employment with the contractor or otherwise is no longer performing work under this contract that requires access to the system(s), application(s), or information. The contractor shall provide a copy of the written notice to the Contracting Officer.

(e) PIV Cards.

(1) HUD will issue a PIV Card to each contractor employee who is to be given access to HUD systems and does not already possess a PIV Card acceptable to HUD (see paragraph (b)). HUD will not issue the PIV Card until the contractor employee has successfully cleared an FBI National Criminal History Fingerprint Check, and HUD has initiated the background investigation for the contractor employee. Initiation is defined to mean all background information required in paragraph (d)(1) has been delivered to HUD. The employee may not be given access prior to those two events. HUD may issue a PIV Card and grant access pending the completion of the background investigation.