VA119A-17-R-0010_Final.docx

VA119A-17-R-0010

PAGE 1 OF

1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

DUNS:

DUNS+4:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

170151A12010530500003500

VA119A-17-R-0010

2/8/2017 Roxana.Cepeda@va.gov 240-215-1635

3-10-2017 2:00PM EST

Strategic Acquisition Center - Frederick Department of Veterans Affairs 321 Ballenger Center Drive, Suite 125

Frederick MD 21703

X

531311 $7.5 Million

N/A

Department of Veterans Affairs 321 Ballenger Center Drive, Suite 125

Frederick MD 21703

Strategic Acquisition Center - Frederick Department of Veterans Affairs

Department of Veterans Affairs

See CONTINUATION Page Request for Proposal. Real Estate Owned and Portfolio Services Contract (RPSC).

Questions Due: 12:00PM EST 2/15/2017 Email all questions to both the Contract Specialist at Roxana.Cepeda@va.gov and the Contracting Officer at Tara.Flores@va.gov.

Questions shall contain Subject line “RPSC Questions.”

Email proposals to both the Contract Specialist at Roxana.Cepeda@va.gov and the Contracting Officer at Tara.Flores@va.gov.

Proposals shall contain Subject line “RPSC Proposals.”

$0.00

See CONTINUATION Page x

Tara Flores

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(Continuation from Standard Form 1449, block 18A.)

Invoicing Instructions: Three different teams within VA will process invoices for this order. The Contractor must submit invoices to the appropriate VA contact to ensure timely processing.

All invoices must be substantiated by complete imaged (electronic) documentation (e.g. bids, work orders, sub-contractor invoices, proof of payment, photographs, inspection reports, appraisals, foreclosure documents, correspondence, etc.) in support of allowable expenses, and will be made available concurrently with the electronic invoice presented to VA for payment.

The contractor shall submit invoices for CLINS (0001, 1001, 2001, 3001, 4001,5001, 6001, 7001, 8001, 9001, and 10001 - Property Preservation), (0002, 10002, 2002, 3002, 4002 , 5002, 6002, 7002, 8002, 9002 and 10002 - Acquisition Management and Disposition Expenses), (0003, 1003, 2003, 3003, 4003,5003, 6003, 7003, 8003, 9003, and 10003 - Performance Bonds), (0008, 1008, 2008, 3008, 4008 and 5008- REO Reimbursable, not including Taxes), (0009A, 1009A, 2009A, 3009A, 4009A, 5009A, 6009A, 7009A, 8009A, 9009A and 1009A - User fee, Vendee origination fee)to the Property Management Oversight Unit at 3401 West End Avenue, Nashville, TN 37203. Contractor must submit all invoices and all after-sale invoices within 60 calendar days for each of the following events;

a. Sales/Vendee Loan Origination - 60 days from date of settlement.

b. Redemptions - 60 days from date of redemption.

c. Withdrawn/Re-Conveyed Properties - 60 days from date of VA’s notification.

As needed, the contractor shall submit a supplemental invoice no later than 90 calendar days for each of the following events;

a. Sales - 90 days from date of settlement.

b. Redemptions – 90 days from date of redemption.

c. Withdrawn-Re-conveyed Properties – 90 days from date of VA’s modification.

The intent of the supplemental invoice is to provide a mechanism for the contractor to submit line items that are reimbursable fees that were rejected on the after-sale invoice and where appropriate supporting documentation is provided to overturn the original reject reason from the after-sale invoice; and/or to include reimbursable fees that were rejected on the after-sale invoice; and/or to include reimbursable fees where the reimbursement is for items or services provided after the original invoice was submitted and processed with appropriate levels of approval for such items. (Examples of such items may include: Municipal Fees that may be billed on a quarterly basis such as water and sewer fees, items or services that were listed in the MLS or other public sales listings at the time of marketing to be completed/installed after closing or reimbursement for items or services that take place after the sales closing with appropriate levels of approval).

The contactor shall submit invoices for CLIN 0003 to the Financial Service Center, P.O. Box 14997, Austin Texas 78714-8971. Contractor must submit this invoice in an electronic format within 180 calendar days of contract award and upon the exercise of the annual option years, thereafter.

The contractor shall submit invoices for CLIN 0005 (Service Non-Performing Loans), 0006A (REO Taxes), 0006B (National Portfolio Taxes), 0008B (National Portfolio Reimbursable, not including Taxes), (0009Ba-0009Bj, 1009Ba-1009Bj, 2009Ba-2009Bj, 3009Ba-3009Bj, 4009Ba-4009Bj, 5009Ba-5009Bj, 6009Ba-6009Bj, 7009Ba-7009Bj, 8009Ba-8009Bj, 9009Ba-9009Bj, and 10009Ba-10009Bj - User fees – subordination, assumption, partial release, release of lien, payoff statements, special appraisal, pay by phone pay, by teller, and pay online) to the Portfolio Loan Oversight Unit at 3401 West End Street, Nashville, TN 37203. Contractor must submit all invoices in an electronic format within 60 calendar days for each of the following events:

a. The end of the month for which a servicing fee is being invoiced for a performing loan.

b. The end of the month or longer period for which a servicing fee is being invoiced for a non-performing loan.

c. The end of the month a loan becomes eligible to be invoiced for unreimbursed post-foreclosure expenses (e.g., taxes, insurance premiums, foreclosure fees and costs, and preservation expenses).

d. The end of the month an REO tax or other tax is paid.

Note: CLIN 0007 (Incentive & Disincentives) will be used by VA to remit incentive payments to the contractor based upon performance, in accordance with the QASP. The contractor shall not submit invoices for CLIN 0007 (Incentive & Disincentives).

B.2 LIMITATIONS ON SUBCONTRACTING-- MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-4 Notice of Price Evaluation Preference for HubZone Small Business Concerns. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor's compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor's offices where the contractor's business records or other proprietary data are retained and to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor's compliance with the limitations on subcontracting or percentage of work performance requirement.

B.3 SUBCONTRACTING COMMITMENTS--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes VAAR 852.215-70, Service-Disabled Veteran-Owned and Veteran-Owned Small Business Evaluation Factors, and VAAR 852.215-71, Evaluation Factor Commitments. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing contractor compliance with the subcontracting commitments incorporated into the contract. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding contract compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting commitments.

B.4 SUBCONTRACTING PLAN--MONITORING AND COMPLIANCE (JUN 2011)

This solicitation includes FAR 52.219-9, Small Business Subcontracting Plan, and VAAR 852.219-9, VA Small Business Subcontracting Plan Minimum Requirement. Accordingly, any contract resulting from this solicitation will include these clauses. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) to assist in assessing the contractor's compliance with the plan, including reviewing the contractor's accomplishments in achieving the subcontracting goals in the plan. To that end, the support contractor(s) may require access to the contractor's business records or other proprietary data to review such business records regarding the contractor's compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor's business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor compliance with the subcontracting plan.

B.5 PERFORMANCE WORK STATEMENT (PWS)

U.S. DEPARTMENT OF VETERANS AFFAIRS (VA) REAL ESTATE OWNED AND PORTFOLIO SERVICING CONTRACT

1. INTRODUCTION

The Department of Veterans Affairs (VA) Loan Guaranty Service (LGY) administers a home loan program that promotes home ownership among our nation’s Veterans and active duty personnel. The program provides Federal home loan guarantees on residential property purchased by Veterans and service members. As a byproduct of the guarantee program, VA may become the holder of Real Estate Owned (REO) properties and portfolio loans. VA procures a Contractor to manage these assets. For more information about the program, visit: http://www.benefits.va.gov/HOMELOANS.

1.1. VA Real Estate Owned (REO) Program

When a VA-guaranteed or VA-financed home loan is terminated, VA usually acquires the property as a result of foreclosure. Within LGY, the Property Management (PM) operation is responsible for acquisition and disposal of these properties, with the primary goal to achieve the highest possible net return of investment in the shortest amount of time possible. The ability to sell these properties with limited expenses and maximum return on investment requires disciplined and effective steps to assume custody, manage, acquire title, market, and sell the property quickly.

VA staged an Office of Management and Budget (OMB) Circular A-76 competition that resulted in the outsourcing of PM activities through a contract awarded in 2003.

1.2. VA National Portfolio Servicing

Until 1997, servicing of the portfolio of loans was the responsibility of the LGY division at each of the Regional Offices (ROs). VA provided full mortgage servicing, including customer service functions, tax payments and insurance premium payments, for the portfolio. VA’s portfolio had declined over previous years because direct loans were seldom made to Veterans under the G.I. Direct Home Loan program. In addition, most of the Vendee Loans were sold to trusts on a servicing released basis three (3) times per year. Because of the reduction in VA’s active portfolio being serviced, VA determined that the loans could be sub-serviced by a single private Contractor at less cost to the Government. The Contractor performs escrow management, loan servicing, custodial duties, loan sale processing, document procurement, and approval and completion of loan terminations.

1.3. Portfolio Loan Types

VA commonly refers to loans by “loan type.” The VA loan type is the 5th digit in the full 12-digit loan identification number (LIN).

Collectively, the following loan types constitute VA’s loan portfolio:

1. Vendee Loans (Loan Types 3, 4, and 7) - Created when VA provides a purchaser with seller financing during the sale of a VA acquired property (REO);

2. 4600 Repurchased Loans (Loan Type 4) - Created when VA repurchases a Vendee loan previously sold to a private lender under the terms of 38 Code of Federal Regulations (CFR) 4600 (Vendee loans have not been sold under the terms of this regulation since 1987, and VA does not anticipate future such sales);

3. Refunded Loans (Loan Types 5 and 8) - Created when VA purchases a guaranteed loan from a private lender to help a Veteran avoid foreclosure and the loss of his/her home; and

4. Direct Loans (Loan Type 1) - Typically created when VA issues loans directly to Veterans on Native American Trust Land under the Native American Direct Loans (NADL) Program. This loan type also includes a small number of direct loans funded by VA under the Specially Adapted Housing Program, and a declining number of older direct loans funded by VA under the G.I. Direct Home Loan program prior to the nationwide availability of private lender funding.

1.4. Contract Administration Oversight

VA Central Office (VACO) Loan and Property Management administers the contract, establishes policy and assists in oversight of the REO and National Portfolio Servicing Contract (RPSC). The Contract Assurance Unit (CAU) conducts contract oversight and daily operations for PM and Portfolio loans.

CAU has decision-making authority for approving PM expenses, demolitions, auctioning of properties, proposed settlements, property preservation expenses that exceed published guidelines (http://www.benefits.va.gov/HOMELOANS/servicers_valeri_rules.asp), terminations without foreclosure, specific loss mitigation recommendations (e.g., modifications,), and other inherently governmental functions or activities outside the Contractor’s scope of authority.

No VA sensitive personal information (SPI), Personally Identifiable Information (PII), or Protected Health Information (PHI) may be stored, sent to, or accessed from outside the Continental United States without prior written approval by the Contracting Officer. A breach of this condition shall be considered a material breach that may warrant a termination for default.

1.5. REO and Portfolio Servicing Profile and Data

This award entails services provided within the United States (U.S.). The U.S. is defined as the 50 States, Territories and possessions, the District of Columbia (D.C.), the Commonwealth of Puerto Rico and the Commonwealth of the Northern Mariana Islands. The Contractor must be able to provide all services at the same level of service within all geographic locations. VA does not guarantee the volume specified in the following tables.

Table 1 provides the number of VA acquired properties sold in FY16 and their total average sales price, by state, as of 6/30/2016.

Table 2 provides the number of VA acquired properties being managed, by state, as of 6/30/2016.

Table 3 provides the number of loans being serviced in VA’s portfolio and the Unpaid Principal Balance (UPB), by loan type as of 6/30/2016.

Table 4 provides the severity, count and percentage of delinquencies in VA’s portfolio as of 6/30/2016.

Table 1: VA Acquired Properties Sold with Average Sale Price by State

FYTD 2016 (10/1/15 – 06/30/16)

Sales Average Sales Price

Sales Price

Grand Total 11,294 properties Avg sales price $102,174

*Approximately 20-25% of REO properties assigned are occupied.

Table 2: Number of VA Acquired Properties Being Managed by State

Total Number of Properties = 6,994

Table 3: Number of Loans Currently Being Serviced & UPB by Loan Type

*Vendee numbers fluctuate due to loan sales; at peak times the total loans to be serviced could be around 20,000

Table 4: Severity, Count and Percentage of Delinquencies

1.6. Program Objectives

VA requires that the Contractor shall make prudent and appropriate business decisions that serve the interests of the VA and adhere to the constraints of this procurement and all appropriate laws and regulations. The primary objectives are:

1. Sell VA-acquired properties for the highest possible net return on VA’s investment in the shortest amount of time;

2. Promote servicing practices that support VA’s mission of helping borrowers retain their homes or avoid foreclosure, and provide excellent customer service;

3. Assure efficient processing of loan sales;

4. Improve reporting, information management and security; and

5. Ensure accountability and fiscal responsibility for all activities and protect the interests of the Secretary of Veterans Affairs (the Secretary).

1.7. Purpose and Vision

The purpose of this acquisition is to procure a Contractor that must perform the following services in a defined, accurate, timely, measurable, and fiscally responsible manner that protects the interests of the Secretary:

1. REO management and asset disposition;

2. Loan servicing;

3. Loan sale preparation; and

4. Vendee loan origination.

This performance-based award will incentivize the Contractor to continually improve performance and allow VA to better measure the Contractor’s ability to support its objectives. The following figure represents the high-level functions the Contractor must perform for VA, including property management, servicing and loan sale activities.

The diagram does not demonstrate the invoicing, reporting, compliance related activities, and other duties/responsibilities stated in the scope of work that the Contractor must conduct.

Table 5: High-Level REO and National Portfolio Services

1.8. Matters requiring VA prior approval or matters requiring notice to VA for possible referral to DOJ

1. For this contract, the following activities require the Government’s prior approval:

a. Demolition of property;

b. Sale of property where offer was not obtained through normal marketing process, i.e., sale to a tenant;

c. Property auctions;

d. Repairs and capital improvements in excess of VA guidelines;

e. Opinion of title, if applicable;

f. Donation of property;

g. Release of rights (such as mineral release, partial release of security, easement, etc.);

h. Filing legal actions in the name of the Secretary;

i. Loan modification decisions or termination without foreclosure;

j. Proposed settlements or write-offs in excess of VA guidelines;

k. Preservation expenses in excess of VA guidelines;

l. Legal fees in excess of VA guidelines or in excess of those which are reasonable and customary in the jurisdiction for same or similar services.

2. Matters Requiring Notice to VA for Possible Referral to DOJ.

The Contractor must immediately notify the VA National Practice Group (NPG) of any claim filed against the Secretary. The NPG will direct the Contractor how to proceed. The NPG, subject to the direction and supervision of the Department of Justice (DOJ), has final decision making authority on whether DOJ will represent the Secretary;

a. Substantial Legal issues (such as the construction or constitutionality of federal statues, or issues of enforcement or issues that have significance for the government as a whole);

b. Counterclaims involving claims arising under other federal programs;

c. Attempts to file counterclaims as class actions;

d. Any order or judgment adverse to the government is entered in the case;

e. It is necessary to file or respond to a suit where another federal agency would be or is a proper party or has an interest in the property or action; and

f. Any other party files a notice of appeal.

2. APPLICABLE DOCUMENTS

This solicitation incorporates the following documents by reference, with the same force and effect as if they were given in full text. The Contractor must comply with these documents in performance of this Performance Work Statement (PWS):

a. Privacy Act, 5 United States Code (U.S.C.) §552a;

b. VA Directive 6500, Information Security Program (VA Handbook 6500.6, Contract Security, which is available at: http://www1.va.gov/vapubs ;

c. Veterans Health Administration (VHA) Directive 0710 (Implementation Handbook 0710.01, which are available at: http://www1.va.gov/vapubs and http://www1.va.gov/vhapublications/index.cfm ;

d. Veterans Affairs Acquisition Regulation (VAAR)-852.273-75: Security Requirements for Unclassified Information Technology (IT) Resources (Interim-October 2008); and

e. Federal Information Security Management Act (FISMA), Appendix III of OMB Circular A-130.

f. Rights in Data - General, Federal Acquisition Regulation (FAR) 52.227-14(d)(1);

g. VA Directive 6300, Records and Information Management (VA Handbook 6300.1 Records Management Procedure, and all applicable VA Records Control Schedules);

h. VA Information and Information System Security/Privacy Requirements for IT Contracts, which is available at: http://www.iprm.oit.va.gov:

i. VA Directive 0730, Section 6 (Physical Security);

j. VA Memorandum: IT Oversight & Compliance Information Physical Security Assessments, October 24, 2007;

k. VA Directive 0710, September 10, 2004, which is available at: http://www1.va.gov/vapubs/viewPublication.asp?Pub_ID=487&FType=2 and

m. Rights in Data and Copyrights, FAR 27.401 Definitions.

j. OMB Circular A-123, Managements Responsibility for Internal Control, appendix D, Compliance with the Federal Financial Management Improvement Act of 1996. https://www.whitehouse.gov/omb/circulars a123 rev/

k. Provisions required in Contractor’s contract Fee Attorneys', Attachment G.

3. SCOPE OF WORK

The Contractor shall provide all resources necessary to accomplish the requirements described in this PWS. Specifically, the Contractor shall provide and manage RPSC services for the VA. The services shall include property management, loan servicing, and loan sale activities. The Contractor shall continuously update and enhance information made available to the VA, technology and the performance of their overall service delivery, in a manner consistent with industry standards as defined by VA.

4. PERFORMANCE DETAILS

4.1 Performance Period

This contract’s base period of performance shall be August 01, 2017 through September 30, 2017. This contract shall have nine (9) one-year option periods and one (1) additional option period, totaling ten (10) years of performance. There is a possibility that this contract will be a 10 year period of performance. This determination will be published in the official RFP.

4.2 Place of Performance

The work shall normally take place at the Contractor’s site; however, there may be an occasional meeting at a Government facility. No work at any Government site will take place on Federal holidays or weekends, unless directed by the Contracting Officer (CO).

4.3 Travel

VA estimates 10 face to face meetings per year to include several audits. VA expects that half of the meetings will be hosted by the Contractor, with the other half being hosted by the VA in either Nashville, TN, or Washington, D.C. During transition into this contract after award, it is possible that additional meetings will be required. Contractor shall bear the expense of all their travel.

5. TASK AND DELIVERABLES

This award entails services provided within the United States (U.S.). The U.S. is defined as the 50 States, Territories and possessions, the District of Columbia (D.C.), the Commonwealth of Puerto Rico and the Commonwealth of the Northern Mariana Islands. The Contractor must be able to provide all services at the same level of service within all geographic locations.”

The Contractor shall have the capability and legal authority to originate loans in all U.S. states and territories. The proposal submission must include evidence that demonstrates that the awardee is fully licensed and permitted, by any and all relevant regulatory authorities, as necessary to perform all the duties and responsibilities set forth herein. All licenses and permits shall be current, active, and valid for the entire period of performance. The Contractor shall produce evidence of current, active, and valid licenses and permits, upon VA request, at any time during the period of performance. Lapses in current, active, and valid licensure or permits, or the awardee’s failure to provide timely evidence of such current, active, and valid licensure or permits, may constitute a breach of the awardee’s contract with VA, to be determined at VA’s sole discretion.

If the Contractor subcontracts any work or contractual duty prior to its contract with VA or within forty five days (45) of its contract with VA, the Contractor shall include in its proposal submission evidence of the binding relationship between the Contractor and all of its subcontractors. If any work or contractual duty is subcontracted at any point during the period of performance, the Contractor shall provide to VA evidence of the contractual relationship between the Contractor and the subcontractor. Any and all subcontractors must have the legal authority to carry out all the duties and responsibilities for which the Contractor has subcontracted in any jurisdiction covered by the subcontract. If the Contractor subcontracts any work or contractual duty prior to its contract with VA or within forty five days (45) of its contract with VA, the Contractor shall provide evidence that demonstrates that all subcontractors are fully licensed and permitted, by any and all relevant regulatory authorities, as necessary to perform any subcontracted duties and responsibilities set forth herein. All licenses and permits shall be current, active, and valid for the entire period of performance. The Contractor shall produce evidence of current, active, and valid licenses and permits of all subcontractors, upon VA request, at any time during the period of performance. Lapses in any subcontractor’s current, active, and valid licensure or permits, or the awardee’s failure to provide timely to VA, evidence of such current, active, and valid licensure or permits, may constitute a breach of the awardee’s contract with VA, to be determined at VA’s sole discretion.

The Contractor, at a minimum, shall provide all tasks and deliverables described within this document. All deliverables must be submitted to the CO and Contracting Officer’s Representative (COR), or authorized designee, in accordance with the Schedule of Deliverables and shall meet the standards set forth in the Quality Control Plan (QCP) (See 5.2). Unless otherwise stipulated, written deliverables must be phrased in plain English. Statistical and other technical terminology must not be used without providing a glossary of terms. The Contractor shall attend a kickoff meeting at the VA facility, tentatively in the Washington, D.C. metro area within seven calendar days after contract award to review their plan to fully perform the requirements set forth herein. The Contractor shall comply with all applicable VA policies, as well as all local, state, and Federal regulations and laws (e.g., Treasury requirements, Service Members Civil Relief Act (SCRA), Truth in Lending Act-Real Estate Settlement Procedures Act (TILA/RESPA Integrated Disclosure (TRID)), Fair Credit Reporting Act (FCRA), and Fair Debt Collection Procedures Act (FDCPA) throughout the duration of the contract.

The Contractor at a minimum shall provide VA with “preferred customer” and priority status on process improvements, information technology, and reporting requests issued against this solicitation. The Contractor and the Contractors fee attorneys at a minimum must provide full-time resources tasked with this program working within the following functions/departments:

a. Account/Relationship Management Staff;

b. all REO pre-marketing, marketing, sales, title, vendee underwriting, and closing activities; and

c. Supervisory staff for all foreclosure, litigation, and loss mitigation activities.

d. Administrative functions such as finance, accounting, and reporting are not required to be dedicated.

5.1. Program and Project Management

The Government seeks a Contractor to provide comprehensive program management that is consistent with best practices.

5.1.1. Program Management

The Contractor’s Project Management Plan (PMP) must reflect and include a sub-task structure. This management approach must be detailed in the PMP. The Contractor’s PMP at a minimum must include:

1. Schedule Management – The development, management, and control of program schedules;

2. Risk Management – The planning, identification, analysis, monitoring, and control of and responses to program risk;

3. Communication Management – The timely and appropriate generation, collection, distribution, storage, retrieval, and disposition of program information;

4. Performance Management – The support of business outcomes, operational metrics, and quality management;

5. Details on its Management (e.g., staffing levels, resources,) and Subcontractor Management Plan (e.g., use of property management vendors, document procurement vendors, fee attorneys, title companies);

6. Business Continuity Plan showing how it shall meet the contract objectives despite interruptions in operations due to natural disaster or other business interruption; and

7. Change Management Action Plan that identifies current business processes and proposed future processes (As-is/To-be) with strategies to minimize the impacts of these changes on the organization, customers, and constituents.

The Contractor must prepare a quarterly program management status report until such time that the COR, or Authorized Designee, elects to modify this schedule in writing. These reports at a minimum describe the tasks, progress, and accomplishments for the period since the last meeting (activities and deliverables). It is expected that the Contractor must maintain adequate communication with the VA and VA’s COR, or Authorized Designee, accordingly so that issues that arise are transparent to both parties to prevent escalation.

Deliverables

a. Business Continuity Plan

b. PMP

c. Quarterly Program Management Status Reports

5.1.2. Project Management

For significant tasks, deliverables, and milestones as defined by the CO/COR/Authorized Designee, the Contractor at a minimum shall:

1. Identify in writing all necessary sub-tasks (if any) by task, together with associate sub-milestone dates;

2. Identify in writing a thorough test plan for any project involving system changes and provide VA a copy of the plan for approval prior to implementation;

3. Provide, via e-mail, meeting minutes of all Government/Contractor meetings;

4. Generate, collect, distribute, store, retrieve, and dispose of program information. VA will retain all rights to information developed through the program included in the deliverables and otherwise; and

5. Prepare monthly status and progress reports until such time that the CO/COR/Authorized Designee elects to modify this schedule in writing. These reports shall describe the tasks, progress, and accomplishments for the period since the last meeting (activities and deliverables). It is expected that the Contractor shall keep in communication with the CO/COR/Authorized Designee accordingly so that issues that arise are transparent to both parties to prevent escalation of outstanding issues.

Deliverables

a. Project(s) Level PMP

b. Monthly Project(s) Level Status Report

c. Meeting Minutes

5.2. Quality Control Plan (QCP)

The Contractor must provide a QCP, which outlines how the Contractor monitors its performance. This plan at a minimum must:

1. Address tasks within this PWS to include measurable outcomes and definitions of success;

2. Contain controls, procedures, policies, quality control schedules, exception and escalation procedures, officer certifications, authorized signers, as well as plans to mitigate known risks;

3. Address critical aspects of the Contractor’s offering to VA, including known industry issues (e.g., property flipping, post audit by third party, property valuation and pricing, SCRA, loan modification programs);

4. Include a training plan for all employees including, newly assigned staff as well as subcontractors;

5. Contain a performance plan outlining how the Contractor encourages high quality performance of both employees and subcontractors;

6. Provide details on the separation of duties between operations and audit/oversight staff;

7. Provide quarterly Internal Control Reports based on VA loans and properties;

8. Ensure audits do not have substantive findings (material weaknesses or significant deficiencies). The Contractor must provide VA with a written response to all non-substantive findings within one (1) month and resolution within two (2) months from the date of notification.

9. The Contractor must provide VA with a written response to all substantive findings within two (2) weeks and resolution within four (4) weeks from the date of notification; and

10. Proactively recommend and implement process and technology improvements that positively impact operations.

Deliverables

a. QCP

5.3. General Requirements

The Contractor, as an agent of the VA, at a minimum shall:

1. Demonstrate the ability to advance no less than $30 million of corporate funds/line of credit to perform the tasks under this contract prior to appropriate reimbursement from VA;

2. Comply with the requirements of the contract including direction provided by CO, COR, or Authorized Designee concerning all actions involving loans or properties under this contract. Failure to do so may result in financial penalties or breach of contract. These financial penalties may be incurred by failing to protect the Secretary's interests; and

a. Substantive losses (substantive is defined as greater than 5% of the contract sales price or redemption proceeds) to VA on Property Sales or Redemptions that are demonstrably the result of Errors or Omissions including, but not limited to, the following:

i. Closings where substantive insufficient funds are collected from the purchaser;

ii. Closings where substantive excess costs are charged to VA;

iii. Redemption where substantive inadequate funds were collected;

Errors and Omissions will result in a penalty in the amount of 10% of the initial list price of the property, or in the case of Redemptions 10% of the PM net value. This penalty is in addition to a charge to the Contractor for the quantifiable loss. Errors and Omissions are not a component of the incentive/disincentive performance measures and are not limited to the dollar threshold therein.

One example would be failure to collect a $5,001 down payment on a VA loan financed at $100,000. In addition to the $5,001 the Contractor owes to the VA, the penalty would be 10% of the initial list price of the property.

Another example would be the origination of a Vendee loan at an incorrect (lower than the established rate) interest rate. VA will quantify the amortized cost to VA of the difference between the correct interest rate and the employed interest rate and charge the Contractor for that amount plus 10% of the initial list price.

b. Reimburse VA for losses due to unjustified delays in initiating, prosecuting, or delivery of contract requirements including but not limited to:

i. Foreclosures;

ii. Bankruptcies;

iii. Litigation;

iv. Conveyance;

v. Title; and

vi. Reports.

Losses incurred due to errors and omissions will result in a Bill of Collection or in an offset to invoices for those quantifiable losses plus 10% of the loss.

3. Be responsible for cost due to Contractor negligence, as defined by VA, including but not limited to, damages due to failure to secure or maintain property, tax penalties, etc.;

4. Appear (at Contractor’s expense) on behalf of VA as a witness regarding these requirements;

5. Research for sold, terminated, or otherwise inactive National Portfolio loans and related instruments. VA has historically performed vendee loan trust sales. As an occasional consequence of VA’s loan sale operation, VA receive inquiries regarding properties that may still appear to be recorded to the Secretary of Veterans Affairs but were actually sold. The RPSC Contractor shall research trust cases and other property related questions that are brought to the attention of the VA by inquiries or that are otherwise impeding the Secretary’s business by virtue of information on the public record, etc.

6. Keep records satisfactory to VA pertaining to each property and loan. Records and related documentation, including all records involving work performed on VA properties and loans, are VA’s property;

7. Archive physical records to a Federal records center, as specified by VA;

8. Accept VA’s delegation of authority to execute all documents necessary for the management and sales of residential real property acquired by the Secretary of VA according to 38 CFR Parts 36.4345(e) and (f);

9. Accept USDA’s delegation of authority to execute all documents necessary for the management and sales of residential real property acquired by the Secretary of USDA; (Optional at the convenience of the Government; this may be included in the contract if USDA chooses to continue their Interagency Agreement (IAA) with VA.)

10. Provide VA with a quarterly list of employees authorized to sign documents under this contract and sample of their signature;

11. Provide VA with an updated list of phone numbers, addresses, email addresses for all departments and key personnel that regularly interact with VA and customers, including borrowers, offerors, etc. This list must include contacts for sending various types of mail, payments, inquiries, tax bills, closing documents, insurance bills, etc.;

12. Maintain and provide, upon request, evidence of acceptable coverage to protect VA’s investments and assets such as, but not limited to, Fidelity Bond Insurance, Errors and Omissions Insurance, etc.;

13. Furnish a performance bond (Standard Form 1418) for the protection of the Government in an amount equal to 10% of the original contract price, and a payment bond (Standard Form 1416) in an amount equal to 10% of the original contract price. The “Original Contract Price” means the award price of the contract, and does not include the price of any options, except those options exercised at the time of contract award;

14. Ensure that maximum practical opportunities exist in the Contractor’s Subcontracting Plan for small businesses, especially those owned by Veterans. VA’s current subcontracting goals are as follows:

15. Ensure that all data and files used in relation to VA properties and loans are auditable by the Government or its designee;

16. Input information upon initiation of any activity for any property and loan into the Contractor’s Information Management System;

17. Provide loan data and physical loan files. The current industry standards have been historically inconsistent. The Government seeks new and innovative procedures to ensure the quality and reliability of the physical loan files and loan data. The Contractor must ensure liquidity and marketability of loan sales by:

a. Auditing electronic and paper files for completeness and accuracy.

b. Identifying trends in new originations concerning documentation or electronic record deficiencies.

18. Ensure financial transactions and accounting events are adequately recorded in accordance with Treasury requirements;

19. Ensure internal financial management processes are subject to Government audit and must comply with all appropriate financial laws, regulations, and requirements (e.g.31 U.S.C. § 3302(b) (cash deposits) and 1 Treasury Financial Manual (TFM) 6-8030);

20. Ensure all funds are segregated and separate records are maintained related to VA’s properties and loans. Separate accounts and reconciliations must be established and performed for all activities;

21. Ensure all documents are tracked using dated version control;

22. Ensure delivery of policies and standard operating procedures (SOPs) that are clearly documented and followed; and

23. Ensure delivery of end-to-end maps with graduated levels of detail, including a High Level Functional Map, a Process/Activity Map, and a Detailed Process Map are provided. Steps in lower level maps must be easily reconciled against higher-level maps and vice versa, and must display the interconnectivity between functions, processes, SOPs, policies, and activities.

24. Generally, VA’s strong preference is to avoid the execution of foreclosures or evictions between Thanksgiving and New Year’s Day. The Contractor shall conduct the necessary analysis, planning and communication to ensure that any potential exceptions (i.e. foreclosures delayed by repeated bankruptcy, extended eviction proceedings, etc.), are identified and escalated to VA.

25. VA and DOJ have established standard contract language (see attachment G) to be incorporated into the agreement by the Contractor with any fee attorney working on behalf of the Secretary. The agreement entered into between the fee attorney and Contractor must include provisions stated in Attachment G.

Deliverables

a. Verifiable evidence of ability to advance $30 million

b. Quarterly report listing authorized signers and their titles

c. Contact Information

d. Written evidence of Fidelity Bond Insurance, Errors and Omissions Insurance, and Performance Bonds

e. Physical loan files

f. SOPs

g. End-to-end maps

5.4. REO Property Management and Marketing

5.4.1. Obtaining and Securing Property

The Contractor must perform initial custody actions. The Contractor must initiate and maintain property records by reconciling and updating property information in a coherent searchable format. As a part of the initial custody actions, the Contractor at a minimum must:

1. Notify all property stakeholders to ensure:

a. All bills are sent in care of the Contractor;

b. All Government obligations are timely verified and paid;…