R_NYC_00935.pdf

CONNECTICUT*DELAWARE*DISTRICT OF COLUMBIA*ILLINOIS*INDIANA*MAINE*MARYLAND*MASSACHUSETTS*MICHIGAN*MINNESOTA*NEW HAMPSHIRE*NEW JERSEY NEW

YORK*OHIO*PENNSYLVANIA*RHODE ISLAND*VERMONT*VIRGINIA*WEST VIRGINIA*WISCONSIN

U.S. Department of Housing and Urban Development New York Administrative Service Center Jacob K. Javits Federal Building 26 Federal Plaza New York, New York 10278-0068 http://www.hud.gov/local/nyn/nynopen.html

RFP: R-NYC-00935

100 % SMALL BUSINESS SET ASIDE

ISSUE DATE: FEBRUARY 8, 2010

DUE DATE: MARCH 10, 2010

Dear Prospective Offeror:

ATTENTION: PROSPECTIVE OFFERORS WHO SUBMITTED A PROPOSAL UNDER

R-NYC-00932 SHOULD SUBMIT NEW PROPOSALS, IF STILL INTERESTED IN

THIS REQUIREMENT. WE WILL NOT EVALUATE PREVIOUSLY SUBMITTED

PROPOSALS.

The attached Request for Proposals (RFP) number R-NYC-00935 describes HUD’s requirement for Closing Attorney services in Western NY, the counties in and around Rochester and Buffalo NY , including Wayne, Monroe, Seneca, Ontario, Livingston, Yates, Schuyler, Chemung, Steuben, Orleans, Wyoming, Allegany, Genesee, Cattaraugus, Erie, Niagara and Chautauqua, under the jurisdiction of the Philadelphia Home Ownership Center. This solicitation requires the submission of proposals and is 100% set aside for small business concerns. This office intends to award a single contract for a base year and four (4) option years.

The Contractor must maintain a facility or facilities that provide reasonable, convenient services to HUD and its clients in the assigned geographic area.

This solicitation is issued under NAICS code is 541110, OFFICE OF LAWYERS. The size standard is $7 million average annual receipts for the last three (3) years.

The date and time for receipt of proposals is 3 PM, local time MARCH 10, 2010. In order to be considered for award proposals must be submitted to the contract specialist or Contracting Officer, at the address specified in Block 7 of SF form 33. As stated in Section L, the offeror must ensure that all packaging used in submission of proposals is clearly and properly addressed and that all packages are marked as instructed. Submission of proposals via facsimile is prohibited and will not be considered. You are cautioned that if you are hand delivering or sending by messenger to 26 Federal Plaza Rm 35-100, this is a secure Federal Building with security checks and there may be significant lines and delays getting into the building.

The solicitation consists of four parts. Parts I, II and III will constitute the contract documents anticipated to be awarded as a result of this solicitation. Part IV contains instructions and forms for submission of proposals. Section K provides instructions for completion of the annual representations and certifications electronically via the ORCA website (https://orca.bpn.gov). Section L provides instructions concerning submission of proposals.

Section M describes the basis for proposal evaluation and contract award.

Please also reference in Section L the limitation on the size of the technical proposal.

Please also note the following:

Prices in Section B.4 shall be entered only for Line Items CLIN 1001, 1002, 1003

1004 and 1005 and corresponding CLINs for the Option Years. CLIN 1002 and CLIN 1003 and corresponding option year CLINs for the “Next Door” program and ACAs shall only be the additional fee for the extra work associated with this type of closing.

Please provide with technical proposal evidence of acceptable credit rating. See

Special Requirement H.5 Financial Resources.

Should you have any questions concerning the attached solicitation please contact

Monique Williams, Contract Specialist, at 212-542-7315 or send an email message to monique.williams@hud.gov

Sincerely, Thomas F. Bucelwicz Contracting Officer

SOLICITATION, OFFER, AND AWARD 1. THIS CONTRACT IS A RATED ORDER UNDER

DPAS (15 CFR 700) ►

RATING

N/A

PAGE OF PAGES

1 57

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

R-NYC-00935

4. TYPE OF SOLICITATION 5. DATE ISSUED

2/8/2010

6. REQUISITION/PURCHASE NUMBER

SEALED BID (IFB)

X NEGOTIATED (RFP)

7. ISSUED BY CODE 2AAC 8. ADDRESS OFFER TO (if other than Item 7)

Monique Williams at address in Item 7.

U.S. Dept. of Housing & Urban Development NY Contracting Operations Branch 26 Federal Plaza Rm 35-100 New York NY 10278

SOLICITATION

9. Sealed offers in original and See Section L copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the depository located in Item 7 above until 3:00PM

10. FOR INFORMATION

CALL:

local time on MARCH 10, 2010 . CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52..215-1. All offers are subject to all terms and conditions contained in this solicitation.

A. NAME

Monique Williams

B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

monique.williams@hud.gov

AREA CODE

NUMBER

542-7315

EXT.

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I – THE SCHEDULE PART II – CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 35-40

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2-8 PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

X C DESCRIPTION/SPECS./WORK STATEMENT 9-28 X J LIST OF ATTACHMENTS 40-43

X D PACKAGING AND MARKING 28 PART IV – REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 28-29 X K REPRESENTATIONS, CERTIFICATIONS, AND OTHER

STATEMENTS OF OFFERORS 44-48 X F DELIVERIES OR PERFORMANCE 29-30 X

X G CONTRACT ADMINISTRATION DATA 30-32 X L INSTRUCTIONS, CONDITIONS, AND NOTICES 49-53

X H SPECIAL CONTRACT REQUIREMENTS 32-34 X M EVALUATION FACTORS FOR AWARD 54-57

OFFER (Must be fully completed by offeror) NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within 180

13. DISCOUNT FOR PROMPT PAYMENT

calendar days from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

(See Section I, Clause No. 52.232-8) ►

10 CALENDAR DAYS (%)

20 CALENDAR DAYS (%)

30 CALENDAR DAYS (%)

CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME AND

ADDRESS OF

OFFEROR:

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

DUNS:_________________________________________

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE – ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE

18. OFFER DATE

AREA CODE

NUMBER

EXT.

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified ►

ITEM

10 U.S.C. 2304(c) 41 U.S.C. 253(c)

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

Same as Block No. 7

26. NAME OF CONTRACTING OFFICER

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT – Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (Rev. 9-97) Previous edition is unusable Prescribed by GSA (48 CFR) 53.214(c)

PART I – THE SCHEDULE

B.1. SERVICES

This contract will provide real estate property sales closing services for single-family (one to four units) properties owned by the U.S. Department of Housing and Urban Development (HUD) located within the geographic area(s) described below.

B.2. GEOGRAPHIC AREA(S)

The geographic area(s) covered under this contract shall be Western NY, the counties in and around Rochester and Buffalo NY, including Wayne, Monroe, Seneca, Ontario, Livingston, Yates, Schuyler, Chemung, Steuben, Orleans, Genesee, Wyoming, Allegany, Cattaraugus, Erie, Niagara and Chautauqua. HUD reserves the right o selectively assign properties to be closed, or to administratively revise the geographic boundaries of the geographic area(s) in accordance with the changes clause of the contract, if such action is determined to be in the best interest of HUD.

B.3. 2452.216-76 MINIMUM AND MAXIMUM QUANTITIES AND AMOUNTS FOR ORDER (FEB

2006)

The minimum quantity and/or amount to be ordered under this contract shall not be less than the minimum quantity and/or amount shown in the following table. The maximum quantity and/or amount to be ordered under this contract shall not exceed the maximum quantity and/or amount shown in the table.

Period of Performance Minimum Quantity (10% of Estimate)

Maximum Quantity (200% of Estimate)

Base Period – Contract Year One 100 2000 Option One – Contract Year Two 110 2200 Option Two – Contract Year Three 120 2400 Option Three – Contract Year Four 130 2600 Option Four – Contract Year Five 130 2600

B.4. PRICING SCHEDULE

As total compensation for all services required and performed in accordance with the terms and conditions of this contract, the Contractor will be paid according to the Contract Line Item Number (CLIN) firm fixed prices listed herein below for assigned property closings, unless otherwise specifically stated in this contract.

a. Property Closing Services (Tasks 1, 2, 3, 6 and 7). The fixed unit price for Property Closing Services specified herein will be a flat fee. Unless otherwise specified herein, this flat fee will include the cost of all services and the preparation of all documents required by any party to the closing, including any loan documents required by any lender. The unit price will include, without limitation, the cost of phones, postage, shipping, delivery, courier service, express mail, faxing, scanning, document reproduction (including reproduction of the satisfaction survey forms), postage prepaid envelopes, transportation, wire transfer fees incurred by the Contractor relative to the wire of HUD's proceeds to Treasury, cost of title searches required by this contract, any and all licenses, insurance, certificates or permits that may be required as stated in Section C.3 (a) (2), attorney fees, costs related to deed preparation and all office requirements as referenced in this contract.

b. Special Programs:

(1) Good Neighbor Next Door Program (GNND) (Task 4). For closings assigned under the GNND program, the Contractor will be paid the unit price reflected in the CLIN for this Task in addition to the unit price reflected in the CLIN for Property Closing Services. The purpose of this additional fee is to compensate the contractor for the requirements under this program that are in addition to the basic requirements under Property Closing Services. The unit price will only apply where the Contractor is required to prepare and record a Second Mortgage and a Second Lien Mortgage Note in accordance with the requirements contained in Section C.3.d. This additional fee must be reflected as a separate line item on the HUD–1 as a charge to the Seller with the notation “*ND 2nd

Mortgage and Note Fee” for GNND program closings (* using the acronym “OND” for the Officer Next Door program, “TND” for the Teacher Next Door program, “FFND” for the Firefighter Next Door program or “EMTND” for the Emergency Medical Technician Next Door program).

(2) Asset Control Area (ACA) Program (Task 5). For closings assigned under the ACA program, the Contractor will be paid the flat fee reflected in the CLIN for this Task in addition to the unit price reflected in the CLIN for Property Closing Services. The purpose of this fee is to compensate the Contractor for the additional requirements under this program that are in addition to the requirements under Properly Closing Services. This fee will only apply where the Contractor is required to perform the additional duties directly related to this program in accordance with the requirements contained in Section C.3. e. This additional fee must be reflected as a separate line item on the HUD-1 as a charge to the Seller with the notation “ACA Program.”

Note: For all geographic area(s) containing an estimate of zero (0) for this CLIN (“ACA Program – Additional Fee (Task 5)”), the offeror must include a proposed unit price so that pricing will be in place should an ACA Agreement become effective within the geographic area during the relevant contract year.

c. Special Services (Tasks 8, 9 and 10): The Contractor will be paid the unit price reflected in the CLINs for Special Title Search Services (Task 8), Special Recordation Services (Task 9) and Special Document Preparation Services (Task 10) that may be ordered by the GTR. The CLIN prices for these Special Services, specified in Section C.3. h., will be inclusive of all costs specific to those services. These Special Services are not associated with the title search services, document preparation and/or recordation services required as part of Property Closing Services for day-to-day assignments of HUD Sales Contracts under this contract. The Contractor will not receive compensation under the CLINs for Special Services performed as part of the Property Closing Services.

d. Third Party Closings. For third party closings at which the Contractor or Key Personnel must physically represent HUD, and another party represents the purchaser(s), the Contractor will be paid 100% of the CLIN unit price for Property Closing Services. Such closings will be conducted during normal business hours at the location of the third party closer chosen by the purchaser or at an agreed upon location. No other fees will be paid under this contract for third party closings except as outlined herein.

e. Cancelled or Expired Sales Contracts: Should a sale not close because the Sales Contract expires or is cancelled, the Contractor will be paid 25% of the CLIN price for Property Sales Closings. Closings that are delayed are not considered cancelled closings. This is the only fee that will be paid to the Contractor in connection with an assigned Sales Contract that expires or is cancelled.

f. Prohibited Compensation. The Contractor may not collect from any party, any fees for services or documents required hereunder and associated with Property Closings Services conducted under the contract above and beyond the CLIN unit prices and special fees set forth in this Pricing Schedule. The Contractor will not add any fee to any customary closing cost paid by HUD or the purchaser(s). The only exception to the above is if the purchaser or the purchaser’s lender demands additional services, such as title examinations and/or title insurance outside the contract duties, and such services are performed by the Contractor, the Contractor must look outside of this contract for payment for those services or documents.

g. Title Insurance. This contract does not include title insurance services nor does HUD require a purchaser of a HUD-owned property to acquire title insurance. The purchase of a title policy is strictly at the purchaser’s discretion and is not required to close a HUD property. The Contractor will not influence the purchaser to obtain a title policy from any particular company. The choice of the title company issuing the title policy will be left to the purchaser.

h. Interest Income. In no case will the Contractor be authorized to earn any interest income (such as escrow account interest/float income) as a result of services provided under this contract.

Note 1: Estimated quantities are based on data from the previous two years. They are provided for evaluation purposes only and will not obligate HUD to any quantities other than the minimum stated herein above.

Note 2: You must have the capability to complete the entire estimated quantity within each one-year contract period. Failure to have this capacity may render you non-responsive.

FIRST CONTRACT YEAR – BASE PERIOD

Contract Line Item Number

(CLIN)

Service Requirement

Estimated Quantity

Unit Price Estimated Total Value for CLIN

CLIN 1001 Property Closing Services (Tasks 1, 2, 3, 6 and 7)

1000 $ $

CLIN 1002 GNND Program – Additional Fee (Task 4)

10 $ $

CLIN 1003 ACA Program – Additional Fee (Task 5)

60 $ $

CLIN 1004 Special Title Search Services (Task 8)

CLIN 1005 Special Recordation Services (Task 9)

10 $ $

CLIN 1006 Special Document Preparation Services (Task 10)

10 $ $

The following CLINs will be completed by the Contracting Officer at the time of award to determine overall value.

CLIN 1007 Aborted Cases [25% of CLIN

1001 Unit Price] 80 $ $

CLIN 1008 Incentives [Estimate of 5% of CLIN 1001 Value]

CLIN 1009 Reimbursables [Estimate of 10% of CLIN 1001 Value]

ESTIMATED TOTAL VALUE OF THE FIRST CONTRACT YEAR $

SECOND CONTRACT YEAR – OPTION ONE

Line Item

Service Requirement

Estimated Quantity

Unit Price Estimated Total Value for CLIN

Number

(CLIN)

CLIN 2001 Property Closing Services (Task

1, 2, 3, 6 and 7) 1100 $ $

CLIN 2002 GNND Program – Additional Fee (Task 4)

11 $ $

CLIN 2003 ACA Program – Additional Fee (Task 5)

65 $ $

CLIN 2004 Special Title Search Services (Task 8)

CLIN 2005 Special Recordation Services (Task 9)

11 $ $

CLIN 2006 Special Document Preparation Services (Task 10)

11 $ $

The following CLINs will be completed by the Contracting Officer at the time of award to determine overall value.

CLIN 2007 Aborted Cases [25% lf CLIN

2001 Unit Price]

CLIN 2008 Incentives [Estimate of 5% of CLIN 2001 Value]

CLIN 2009 Reimbursables [Estimate of 10% of CLIN 2001 Value]

ESTIMATED TOTAL VALUE OF THE SECOND CONTRACT YEAR

THIRD CONTRACT YEAR – OPTION TWO

Line Item Number

(CLIN)

Service Requirement

Estimated Quantity

Unit Price Estimated Total Value for CLIN

CLIN 3001 Property Closing Services (Task 1, 2, 3, 6 and 7)

1200 $ $

CLIN 3002 GNND Program – Additional Fee (Task 4)

12 $ $

CLIN 3003 ACA Program – Additional Fee (Task 5)

70 $ $

CLIN 3004 Special Title Search Services (Task 8)

CLIN 3005 Special Recordation Services (Task 9)

12 $ $

CLIN 3006 Special Document Preparation Services (Task 10)

12 $ $

The following CLINs will be completed by the Contracting Officer at the time of award to determine overall value.

CLIN 3007 Aborted Cases [25% of CLIN

3001 Unit Price]

CLIN 3008 Incentives [Estimate of 5% of CLIN 3001 Value]

CLIN 3009 Reimbursables [Estimate of 10% of CLIN 3001 Value]

ESTIMATED TOTAL VALUE OF THE THIRD CONTRACT YEAR

FOURTH CONTRACT YEAR – OPTION THREE

Line Item Number

(CLIN)

Service Requirement

Estimated Quantity

Unit Price Estimated Total Value for CLIN

CLIN 4001 Property Closing Services (Task 1, 2, 3, 6 and 7)

1300 $ $

CLIN 4002 GNND Program – Additional Fee (Task 4)

13 $ $

CLIN 4003 ACA Program – Additional Fee (Task 5)

75 $ $

CLIN 4004 Special Title Search Services (Task 8)

CLIN 4005 Special Recordation Services (Task 9)

13 $ $

CLIN 4006 Special Document Preparation Services (Task 10)

13 $ $

The following CLINs will be completed by the Contracting Officer at the time of award to determine overall value.

CLIN 4007 Aborted Cases [25% of CLIN

4001 Unit Price]

CLIN 4008 Incentives [Estimate of 5% of CLIN 4001 Value]

CLIN 4009 Reimbursables [Estimate of 10% of CLIN 4001 Value]

ESTIMATED TOTAL VALUE OF THE FOURTH CONTRACT YEAR

FIFTH CONTRACT YEAR – OPTION FOUR

Line Item Number

(CLIN)

Service Requirement

Estimated Quantity

Unit Price Estimated Total Value for CLIN

CLIN 5001 Property Closing Services (Task 1, 2, 3, 6 and 7)

1300 $ $

CLIN 5002 GNND Program – Additional Fee (Task 4)

13 $ $

CLIN 5003 ACA Program – Additional Fee (Task 5)

75 $ $

CLIN 5004 Special Title Search Services (Task 8)

CLIN 5005 Special Recordation Services (Task 9)

13 $ $

CLIN 5006 Special Document Preparation Services (Task 10)

13 $ $

The following CLINs will be completed by the Contracting Officer at the time of award to determine overall value.

CLIN 5007 Aborted Cases [25% of CLIN

5001 Unit Price]

CLIN 5008 Incentives [Estimate of 5% of CLIN 5001 Value]

CLIN 5009 Reimbursables [Estimate of 10% of CLIN 5001 Value]

ESTIMATED TOTAL VALUE OF THE FIFTH CONTRACT YEAR

ESTIMATED TOTAL VALUE OF THE CONTRACT $

PERFORMANCE WORK STATEMENT (PWS)

CLOSING AGENT SERVICES

PHILADELHPIA HOMEOWNERSHIP CENTER

C.1 BACKGROUND

a. Single Family Mortgage Insurance Program

. The Federal Housing Administration (FHA), an agency of the U.S. Department of Housing and Urban Development (HUD), administers the Single Family Mortgage Insurance Program. Upon default and foreclosure of an FHA-insured loan, the lender files a claim for insurance benefits. In exchange for payment of the claim, the lender conveys the foreclosed property to HUD. HUD, through a Management and Marketing (M&M) contractor, manages and sells a sizable inventory of single family (one to four units) homes in a manner that promotes homeownership, preserves communities and maximizes the return to the FHA insurance fund. To complete the sales of the properties, HUD requires the services of Closing Agent contractors (referred to as “Contractor” herein) to perform all necessary closing activities on its behalf.

b. Interaction/Impact

. Performance under this contract will involve interaction with homebuyers and their representatives in the real estate community, mortgage lenders, nonprofit housing and advocacy organizations, staff from HUD’s Homeownership Center, and other service providers under contract to HUD, such as the M&M contractor.

Additionally, this contract may be impacted by changes in regulation or legislation and by housing policy initiatives identified by the White House or the HUD Secretary.

c. Performance-Based Contract.

These services were previously acquired by awarding contracts where HUD restricted the processes the contractors would follow. This contract will follow a performance-based contracting approach whereby HUD establishes the performance standards to be met in this Performance Work Statement (PWS) and the Contractor will be responsible for meeting or exceeding those standards.

C.2 SCOPE OF REQUIREMENTS

a. Purpose

. This is a fixed price contract with a single unit price per completed closing. The Contractor must proactively work with purchasers, brokers and the M&M contractor, any successor contractors, the GTR and the GTM to ensure that closings are performed in a timely and accurate manner. The Contractor will perform to meet or exceed the performance standards specified in this contract.

b. Objectives

. The primary objectives of this contract are to: (1) proactively represent HUD’s interests at the sales closing; (2) close on the sales contract as soon as possible after the contract is executed; (3) ensure that the accurate amount of funds are obtained at closing and that funds received are accurately and timely provided to HUD's account at the U.S. Treasury; and (4) accomplish the closings with error-free closing documents and ensure that all documents are properly recorded.

c. Results and Outputs

. The Contractor’s performance under this contract must ensure that: (1) closings are fully completed as soon as possible but no later than the date specified in the Sales Contract (unless an extension of time to close has been approved, in writing) and closing packages are submitted to the M&M contractor within required timeframes so that all cases can be reconciled as quickly as possible; (2) the accurate amount of funds are collected at closing and transferred to the Treasury with few or no assessments of liquidated damages for untimely processing; (3) the Contractor’s internal quality management includes identifying and correcting errors in processing requirements; and (4) a positive image of HUD is achieved as measured through customer satisfaction surveys revealing that the Contractor is providing exceptional service to purchasers and brokers.

C.3 TASKS AND DELIVERABLES

a. Task 1: General Requirements. The primary objective is to perform closings on the sale of HUD-owned properties accurately and as quickly as possible. Typically, a purchaser is provided up to 60 calendar days to close the transaction. However, from time to time, HUD may offer special incentive programs to homebuyers to close in a shorter period of time, such as 30 days after Sales Contract execution. The Contractor will coordinate with the purchaser(s), the broker and the M&M to affect the closing within the time frame specified in the Sales Contract (HUD-9548) unless an extension request is approved, in writing, by the M&M or the GTR.

(1) Office and Contract Manager

(a) The Contractor must establish and maintain a fully staffed, equipped, and supplied main office within the geographic area(s) identified in Section B so as to provide convenient service to HUD and its clients. The Contractor must have toll free fax and telephone numbers and an active email address through which HUD’s clients can contact the main office without incurring long distance charges. The Contractor must take proper health and safety precautions to protect workers, the public and the property of others. The Contractor must maintain the office(s) to manage assigned closings and provide service from 8:00 AM to 5:00 PM, local time in the geographic area, Monday through Friday, with the exception of recognized Federal holidays.

Note: Although only one office is required under this contract, the Contractor is responsible for performing tasks throughout the geographic area(s) in a timely manner. The Contractor may establish other offices that it believes are necessary to facilitate the provision of services in a timely manner throughout the geographic area(s) or propose another method of acceptable coverage.

(b) The Contractor must provide a Contract Manager who will be responsible for the performance of all work under this contract. The name of this person and an Alternate who will act for the Contractor when the Contract Manager is absent must be designated in writing to the Contracting Officer and the GTR. Both individuals will be considered Key Personnel. The Contract Manager or Alternate must be available to HUD staff during normal business hours to discuss all areas of performance under this contract and will have full authority to act for the Contractor on all contract matters relating to daily operations under this contract.

(2) Insurances, Licenses and Certifications

. The Contractor must obtain necessary licenses, insurance certifications and permits required in the performance of the contract and must comply with any Federal, state, county and municipal laws, codes and regulations applicable to the performance under this contract. HUD holds the Contractor fully responsible for ensuring such compliance. The Contractor must ensure that all subcontractors comply with these requirements. Upon request, the Contractor must provide copies of the foregoing licenses, insurance certifications and permits. At the commencement of the contract term, and thereafter upon request, the Contractor must provide an unequivocal opinion of counsel stating that the Contractor, and each of its subcontractors, is in full compliance with all state and local licensing requirements, and that all required permits have been obtained.

(3) Escrow Account

(a) Establish Account: The Contractor will establish a non-interest bearing escrow account (unless otherwise required by state law) for all sales proceeds, including earnest money deposits, loan proceeds, and purchaser’s funds presented at closing. The escrow account must be in the name of the Contractor with the restriction: “As Trustee for the U.S. Department of Housing and Urban Development.” All distributions of funds must be made from this account. The cost, if any, of maintaining and operating this account will be at the expense of the Contractor. This escrow account must be used only for purposes of this contract and, in the event the Contractor has multiple contracts with HUD, the Contractor will ensure that a separate account is maintained for each contract. The Contractor will not co-mingle funds relating to different contracts. The escrow account will be established in a financial institution that issues a receipt for the deposit, gives credit for deposited funds immediately upon clearance, and has the capacity to transmit all of the information contained in the form SAMS-1103, in its exact format. The Contractor will enter into a letter of agreement with its bank that upon demand by HUD, the account will be re-titled into HUD’s name. The Contractor is to be the sole custodian of the HUD escrow account. The

Contractor may not delegate, assign or subcontract HUD escrow account responsibilities or allow account access to its affiliates or subcontractors. The Contractor will make its bank statement available to the Contracting Officer, the GTR and/or the GTM upon request.

(b) Monthly Account Reconciliation:

The Contractor must provide monthly bank statements to the GTR as soon as possible, but no later than 30 calendar days following the statement ending date and a signed letter affirming that the statement has been reconciled. The letter shall also include the number and amount of each check that has been outstanding for more than sixty (60) calendar days and the efforts put forth by the Contractor to clear these checks.

(c) Account Close Out:

As soon as possible following termination or expiration of this contract, but no later than 90 days following such termination or expiration, the Contractor will close the escrow account and provide the GTR with a cashier’s check made payable to the Secretary of HUD for the balance in the account. Within 30 days following closing of the account, but no later than 120 days following the termination or expiration of the contract, the Contractor must provide the GTR with a detailed written reconciliation report of all funds covered by said cashier’s check, including a copy of the final bank statement showing that the account has been closed and that there is a zero balance in the account. The reconciliation report must reflect the FHA case number, property address and the dollar amount associated with the property and the type of funds (e.g. extension fees; refunds; etc.). The individual case amounts reflected in the reconciliation report must match the amount of the cashier’s check.

(4) Quality Control (QC) Plan

. The Contractor must establish and maintain a complete QC plan to ensure the requirements of the contract are performed as specified. Two copies of the Contractor’s final QC plan will be provided to the Contracting Officer no later than the post-award conference. The Contractor will provide two complete copies to the Contracting Officer as any updates/changes occur. The plan must include:

(a) Identification of the tools or methods the Contractor will use to ensure that all required time frames in the contract are met;

(b) A QC review system covering all of the service requirements listed on the Performance Requirements Summary. It will specify the requirements to be reviewed on either a scheduled or unscheduled basis, how often reviews will be accomplished, or the title of the individual(s) who will perform the reviews. It will also specify how records of all reviews conducted by Contractor and/or subcontractor personnel will be maintained, including documentation of corrective action taken when reviews reveal discrepancies, and where those records will be maintained to ensure access by HUD personnel throughout the term of the contract;

(c) A description of the methods for selecting responsible subcontractors and for monitoring their performance. Include copies of actual or proposed subcontract agreements, including all required FAR clauses that will flow down to the subcontracts; and

(d) Adequate internal control measures to ensure that: (i) case files and file documents are managed and controlled to prevent any loss of documents or disclosure of purchasers’ personal information to unauthorized third parties; and (ii) funds received and paid out are properly and timely managed and cases are timely reconciled.

(5) Customer Service. Because the Contractor’s performance reflects directly on the Department, customer service is a priority under this contract. The Contractor must work to provide the highest level of customer service to HUD’s homebuyers and real estate brokers. Customer satisfaction surveys will be used to evaluate the Contractor’s and the M&M’s performance from the perspective of the purchaser and the real estate broker. At each closing, the Contractor must provide the current edition of the Homeowner Satisfaction Survey (Form HUD- 9546) to the purchaser and the Real Estate Broker Satisfaction Survey (Form HUD-9547) to the real estate broker with a postage pre-paid envelope addressed to HUD at the address listed below. Customer satisfaction survey forms must be completed and submitted to HUD by the purchaser or real estate broker only. Any survey forms completed or submitted by the Contractor will not be considered for any possible incentives or disincentives. If the real estate broker is not present at the closing, the Real Estate Broker Satisfaction Survey and return envelope will be mailed with the commission check. Survey forms are to be sent to the following address:

U. S. Department of Housing and Urban Development Philadelphia Homeownership Center, REO Division The Wanamaker Building 100 Penn Square East Philadelphia, PA 19107-3389

HUD may unilaterally change the text and format of the survey forms, as well as the procedure for distribution.

The GTR will notify the Contractor of any updates or changes.

(6) Safeguarding of Personally Identifiable Information (PII).

In the event of any incident involving loss or compromise of PII by Contractor or subcontractor personnel, it is imperative that the Contractor report the incident immediately to the GTR and the Contracting Officer, within 45 minutes of the occurrence, so that HUD can report the incident within one hour, as required by OMB Memorandum M-06-19, dated July 12, 2006.

PII includes, but is not limited to, any information about an individual, including financial transactions, employment history and information which can be used to distinguish or trace an individual’s identity, such as their name, social security number, date and place of birth, mother’s maiden name, etc., or any other personal information that is linked or is linkable to an individual. The Contractor is responsible for implementing adequate safeguards to ensure that such PII is not made available, whether intentionally or unintentionally, to parties not involved in the sale of the property to the purchaser or to employees of the Contractor and subcontractor that do not require access to such PII in order to perform their responsibilities under the contract. Any documents containing PII that are not subject to the records retention requirements set forth in Section C.3. a. (7) must be destroyed in a manner that ensures that the PII is properly safeguarded (e.g. shredded). With respect to electronic records that contain PII, the Contractor must, at its own expense, destroy such records in a manner that ensures that PII is properly safeguarded. The Contractor must, at all times, comply with applicable requirements of HUD’s Information Technology Security Policy (current Handbook 2400.25 REV-2 dated 10/1/08).

(7)

Records Maintenance

(a) Throughout the entire life of the contract, the Contractor must maintain a system of recordkeeping which will ensure that physical and electronic documents are: (i) properly and promptly filed upon receipt; (ii) not lost or misplaced; (iii) easily and promptly retrieved upon request by the GTR, GTM, Contracting Officer or any other authorized person; and (iv) maintained securely and with complete confidentiality.

(b) Minimum records to be maintained include: (i) bank statements and proof of deposits for the required escrow account; (ii) proof of wire transfers of proceeds; (iii) canceled checks for disbursements (including the property address and notation of types of expenses); (iv) a log of all payments received, recorded separately, showing the FHA case number, date, amount, purpose, and if payment was made at closing or outside of closing; and (v) copies of each document related to the closing performed.

(c) The Contractor will retain the complete record of each closing, keeping all information confidential. It is understood that in the process of performing the responsibilities set forth in the contract, the Contractor will receive physical and/or electronic copies of documents and reports that include Personally Identifiable Information (PII). It is the Contactor’s responsibility to strictly ensure the confidentiality of PII relating to each purchaser.

(d) The Contractor must retain all pertinent records, as identified in subsection (b) above, throughout the life of the contract. At the expiration of the contract, the Contractor must store all records, at the Contractor’s expense, for a period of three years after contract expiration. HUD will have access to all records upon request. After three years, the Contractor will, at its own expense, destroy such records in a manner that will maintain the confidentiality of all PII contained in the records.

(8) Subcontracting.

Any subcontractor providing services under this contract must either be clearly identified in the technical submission as Key Personnel or approved, in writing, by the GTR and the Contracting Officer prior to any performance under the contract. The subcontractor must not have a negative performance history or be suspended or otherwise prohibited from doing business with the Government. The Contractor will be solely responsible for all performance under this contract, including any services performed by subcontractors.

The selection of a subcontractor must not violate any conflict of interest provision contained herein.

b. Task 2: Pre-closing Activities.

The Contractor will perform all pre-closing actions, including but not restricted to the ones detailed below, necessary to ensure that closing occurs as scheduled.

(1) Establish Closing File:

The Contractor must establish a closing file upon receipt of the Sales Contract package from the M&M. The Sales Contract package will include: (a) a signed Sales Contract (HUD-9548) with any addenda and amendments; (b) title evidence (when available); (c) documentation regarding status of rents due to HUD (when purchaser is HUD’s tenant); and (d) bulk sales listing (if applicable).

NOTE: If the title evidence from acquisition is not available at the time of the initial assignment, it will be forwarded under separate cover when it becomes available. Mortgagees are allowed 45 days from the date a deed is recorded in the Secretary's name to submit the require title evidence/policy for review. Therefore, such title evidence will not always be available at the time a case is assigned to the Contractor. At a minimum, the Contractor will be provided with the date of acquisition (the date the deed was recorded in the Secretary's name).

(2) Title Bring Down for Property Closing Services

. Although HUD does not warrant or guarantee title, HUD’s intent is to convey clear and marketable title to purchasers. As such, the Contractor must perform a tax search and a title examination, including the land, judgment and tax records, and any other records which may contain information which affects the title or may reflect a lien, encumbrance or defect on the title, from the date of acquisition by the Secretary of HUD to the date on which the closing package is assigned to the Contractor.

The Contractor must report to the M&M, via email or facsimile, within seven business days of initial assignment of the case on the results of the search, indicating either that no defects were found or a description of any defect(s) and the steps taken, or to be taken, by the Contractor to resolve the defect(s). The Contractor must take action to clear all minor title issues (such as tax liens and assignments) in such a manner as to avoid any delays in closing. Major title defects that are not routine in nature must be brought to the attention of the M&M within one business day of discovery. If the results of the search reveal any Federal government interests, the Contractor will consult with the GTR prior to forwarding the report to the M&M.

(3) HOA and Condominium Documents.

The Contractor will be responsible for obtaining any Homeowner Association or Condominium Association documents that may be required by local law. The Contractor will also be responsible for ensuring that such documents are provided to the purchaser either at the time of closing or prior to closing in accordance with local law. The actual cost of such Association documents (e.g. fee charged by the Association) will be noted as a seller’s expense on the HUD-1, with the notation “HOA/Condo documents.” Efforts expended in obtaining such documents are part of the contract unit price per property closing. A copy of such documents must be maintained in the property case file.

(4) Written Notifications.

The Contractor must provide written notifications as required below:

(a) Not less than fifteen calendar days prior to the latest possible closing date, as reflected on the Sales Contract or in accordance with the latest Extension Approval form, if a firm closing date has not been established, the Contractor must provide the broker with a written warning (e.g. fax; email) that the contract is set to expire as of a specific date and closing has not been scheduled. A copy of the written notice must be sent to the M&M.

(b) On the next business day after the Sales Contract expiration date, if no closing has occurred, the Contractor must notify the broker, in writing (e.g. fax; email), that the sale did not close and that the Sales Contract has expired. A copy of the written notice must be sent to the M&M.

(5) Deed and Closing Instructions

. When a closing has been scheduled, the Contractor will notify the M&M of the date via fax or email. The Contractor must accurately prepare the Special Warranty Deed and any other locally required documents that require signature (e.g., local tax transfer affidavits) and forward them electronically to the M&M for review and signature, normally ten (10) business days prior to the scheduled closing. The deed, and all other required documents, must be prepared in accordance with applicable local, state and Federal laws. The M&M will return the signed deed and other documents to the Contractor no sooner than five (5) calendar days prior to the scheduled closing.

NOTE: The original signed deed will be voided and returned to the M&M if closing does not take place within 7 calendar days of the date of the Special Warranty Deed.

(6) Special Discount Programs

. The Contractor may periodically be assigned closings involving programs whereby HUD makes discounted sales to governmental entities and to HUD-approved nonprofit organizations, including $1 Home Sales. The Contractor will not receive any compensation in addition to the CLIN price for Property Closing Services for work performed in connection with a closing conducted in accordance with one of these Special Discount Programs.

(a) Assignment

: Upon assignment of a closing of a discount sale to a governmental entity or a HUD-approved nonprofit organization, the Contractor will receive from the M&M, in addition to basic closing documents, a completed Addendum to Sales Contract for $1 Home Sales or Land Use Restriction Addendum for Non-profit organization, whichever is applicable.

(b) Deed

: When preparing the required deed for a sale under one of these Special Discount Programs, the Contractor must ensure that the appropriate “deed restriction” clause is included, in accordance with the written instructions provided by the GTR and in accordance with any referenced HUD guidance. (Note: No deed restriction is required for $1 Home Sales closings.)

(7) Rental Monies

. If the buyer is a HUD tenant, the Contractor must verify with the M&M that all rental monies due to HUD have been paid outside of settlement. If any due amounts have not been paid, the Contractor must ensure such payment is made at time of closing.

(8) Extension Requests

. The Contractor will administer broker requests for extensions of the Sales Contract. Such requests may only be accepted via the Closing Extension Request form, including required supporting documentation, and must be accompanied by the full non-refundable fee, in the form of a cashier’s or certified check, or money order. No extension will be processed without the extension fee unless prior written approval has been provided by the M&M. No extension may be granted without the express written approval from the M&M, GTR or GTM. The M&M has full authority to waive any extension fee.

(a) Not more than one business day after receipt of the extension request, the Contractor must fax/email the request and all required supporting documentation (including a copy of the check) to the M&M.

(b) If the extension request is approved by the M&M, the Contractor must deposit the extension funds into the contract escrow account and notify the broker, in writing (e.g. fax or email) no more than one business day after approval.

(c) If the extension request is approved by the M&M and the fee is waived, the Contractor must refund the extension funds to the broker within one business day of approval and fee waiver.

(d) If the extension request is denied by the M&M, the Contractor must refund the extension fee to the broker, no later than one business day after denial, with written (e.g. fax or email) instructions to close by the date required by the Sales Contract.

(e) If an extended sale fails to close, the Contractor must, no more than one business day after the expiration date of the extension, electronically notify the M&M and forward the extension fee and a copy of the extension approval to the M&M with the notation “FAILED TO CLOSE.”

(f) For each case where a closing is delayed due to title-related issues, and a closing cannot take place within the required time frames due to such delays, the Contractor will prepare an Extension Request form, documenting the specific reason(s) for the delay (e.g. describe title problem) and the estimated length of the delay, and forward the request to the M&M as outlined above for approval. Under such circumstances, where the delay is caused by HUD's inability to provide clear title, it would not be the responsibility of the broker/purchaser to request an extension.

(9) Cancelled or Expired Sales Contracts

. For cases where the Sales Contract has been cancelled, or where closing failed to occur by the date reflected in the Sales Contract or under an approved extension, the Contractor will return the original signed deed to the M&M no later than the second business day after the Sales Contract was cancelled or expired.

(10) Preparation of the HUD-1

(a) Accurate preparation of the HUD-1 is critical to timely processing. The Contractor shall use an automated closing processing software package to complete the HUD-1 and to minimize errors. The Contractor must prepare the HUD-1 so as to facilitate a full and complete closing, including all required disbursements, collections and deposits. For all closings, the Contractor must submit a copy of the prepared HUD-1, via facsimile or electronically, to the M&M for review, twenty-four (24) hours prior to the scheduled closing date. [NOTE 1: Although the M&M reviews the HUD-1, HUD will hold the Closing Agent fully responsible for the accuracy of all HUD-1's.] [NOTE 2: This requirement also applies to 3rd party closings.]

(b) Recording Penalties and Interest.

For items such as taxes, condo/HOA fees, etc., where the M&M is responsible for paying such bills in a timely manner, if any penalties and/or interest charges are reflected on any of the final bills obtained by the contractor, such penalties and/or interest charges must be reflected on the HUD-1, as a seller’s expense, as a separate line item in the appropriate section. For example, if a final utility bill is obtained and the bill reflects overdue charges, the actual bill amount would be reflected on one line with the overdue charge reflected with the same title, but preceded with “P&I” (e.g. “Water Bill” on one line and “P&I Water Bill” on a separate line). The amount of the penalty and/or interest must also be reflected in the Contractor’s weekly report of closed cases under a separate column with the heading “P&I Charges.”

(c) Extension Fees.

(11)

At closing, the extension fee will not be applied to the amount due from the buyer unless the sale closes prior to the expiration of the extension, in which case the buyer will be credited with a prorated (based on calendar days) portion of the fee. The full amount of the fee will be reflected on lines 104 and 404 of the HUD-1. Any credited portion will be reflected on lines 206 and 506.

Third Party Closings: The Contractor or designated Key Personnel must physically represent HUD at all closings that are conducted by a third party. Although the Contractor is permitted to work out a mutually agreed upon closing location, the purchaser ultimately decides and controls the location of the third party closing.

The Contractor will receive the full CLIN price per property closing as set forth in Section B for all third party closings. For such closings, the Contractor’s responsibilities are as follows:

(a) Within one business day of notification of a third party closer, forward a letter to the third party closer, outlining HUD’s requirements and time frames. The Contractor must clearly inform the third party closer that:

• at least 10 days notice is required to schedule a closing with HUD’s Closing Agent in order to have a signed deed available;

• HUD requests the submission of the completed HUD-1 for review by the M&M contractor at least 24 hours before closing;

• HUD requires certified funds or receipt of a wire transfer of the sales proceeds at or prior to closing; and

• HUD requires a copy of the recording receipt for the executed deed within 3 business days of closing.

(b) Perform the…