47QFDA24R0006_RFP_SFTAPwCSS_2024-05-09.pdf

SECTION M – EVALUATION FACTORS FOR AWARD

Request for Proposal (RFP)

47QFDA24R0006

Securitized Transactions Financial Advisor

(STFA)

in support of:

Department of Housing and Urban Development (HUD) Government National

Mortgage Association (GNMA)

Issued to:

PricewaterhouseCoopers, LLP.

Conducted under Federal Acquisition Regulation (FAR) Part 6.3, Part 12, and Part 15

Issued by:

General Services Administration (GSA) Federal Acquisition Service (FAS)

Assisted Acquisition Services (AAS) Civilian 1800 F Street, NW (QFCEA)

Washington, D.C. 20405

May 9, 2024

Controlled by: melinda.simon@gsa.gov mailto:melinda.simon@gsa.gov

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 GENERAL

The work shall be performed in accordance with all Sections of this contract.

B.2 CONTRACT TYPES

This contract is a Firm-Fixed-Price (FFP) type contract.

The contractor shall perform the effort required by this contract on a FFP basis for:

a. Mandatory Labor CLINs 0001 - 0004, 1001 - 1004, and 2001 - 2004.

The contractor will perform the effort required by this contract on a Not-to-Exceed basis for:

a. Long-Distance Travel CLINs 0005, 1005, and 2005.

B.3 SERVICES AND PRICES/COSTS

Long-distance travel is defined as travel over 50 miles from Washington, DC and securities dealer sites in Chicago, New York, and Boston. Local travel will not be reimbursed.

The following abbreviations are used in this price schedule:

CLIN Contract Line Item Number

FFP Firm-Fixed-Price

NSP Not Separately Priced

NTE Not-to-Exceed

QTY Quantity

Request for Proposal 47QFDA24R0006

B.4 SECTION B TABLES

B.4.1 BASE PERIOD:

MANDATORY FFP LABOR CLINs

CLIN Description QTY Unit Unit Price Total FFP

0001 Task 1 Program Management

12 Months $ $

0002 Task 2

REMIC,

Callable Trust and

SMBS

Transactions

200 Each $ $

0002a Task 2 Additional Transactions

50 Each $ $

0003 Task 3 Financial Advisory Services Subtask 2-6

12 Months $ $

0003a Task 3 Financial Advisory Services, Subtask 1

12 Months $ $

CR CLINs CLIN Description Qty Total Price

0004 Long-Distance Travel Indirect Handling Rate__ __% NTE

$14,550

TOTAL BASE PERIOD CLINs (0001 - 0004): $_____________

B.4.2 FIRST OPTION PERIOD:

MANDATORY FFP LABOR CLINs

CLIN Description QTY Unit Unit Price Total FFP

1001 Task 1 Program Management

6 Months $ $

1002 Task 2 REMIC, Callable Trust and SMBS Transactions

100 Each $ $

1002a Task 2 Additional Transactions

25 Each $ $

1003 Task 3 Financial Advisory Services Subtask 2-6

6 Months $ $

1003a Task 3 Financial Advisory Services, Subtask 1

6 Months $ $

CR CLIN

CLIN Description Qty Total Price

1004 Long-Distance Travel Indirect Handling Rate__ __% NTE

$7,275

TOTAL OPTION PERIOD ONE CLINs (1001 - 1004): $_______________

B.4.3 SECOND OPTION PERIOD:

MANDATORY FFP LABOR CLINs

CLIN Description QTY Unit Unit Price Total FFP

2001 Task 1 Program Management

6 Months $

2002 Task 2 REMIC, Callable Trust and SMBS Transactions

100 Each $

2002a Task 2 Additional Transactions

25 Each $

2003 Task 3 Financial Advisory Services Subtask 2-6

6 Months $

2003a Task 3, Financial Advisory Services, Subtask 1

6 Months $

CR CLIN

CLIN Description Qty Total Price

2004 Long-Distance Travel Indirect Handling Rate__ __% NTE

$7,275

TOTAL OPTION PERIOD TWO CLINs (2001 - 2004): $_______________

GRAND TOTAL ALL CLINs (0001 - 2004): $_______________

B.5 INDIRECT/MATERIAL HANDLING RATE

Long-Distance Travel, Tools, and ODC costs incurred may be burdened with the contractor’s indirect/material handling rate in accordance with the contractor’s disclosed practices.

If no indirect/material handling rate is allowable in accordance with the contractor’s disclosed practices, no indirect/material handling rate shall be applied to or reimbursed on these costs. If no rate is specified in the schedule of prices above, no indirect rate shall be applied to or reimbursed on these costs. The indirect handling rate over the term of the contract shall not exceed the rate specified in the schedule of prices above.

SECTION C – PERFORMANCE WORK STATEMENT

C.1 BACKGROUND

The Government National Mortgage Association (GNMA) is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development (HUD). Its authority is prescribed generally by Title III of the National Housing Act, as amended (12 U.S.C. 1716 et seq.). Through its Multiclass Securities and Mortgage-Backed Securities (MBS) Programs, GNMA provides a structure for channeling funds from the nation’s capital markets into the housing market.

Multiclass securities products include Real Estate Mortgage Investment Conduit (REMIC) Securities and Platinum Securities. The U.S. Government’s full faith and credit guaranty backing the securities makes them widely accepted in those sectors of the capital markets that otherwise would not be likely to supply funds to the mortgage market.

The funds received through the sale of the securities are used to make residential and other mortgage loans. Through this process, the program serves to increase the overall supply of credit available for housing and helps to ensure that credit is available at reasonable interest rates.

C.1.1 PURPOSE

The purpose of this requirement is to contribute toward the GNMA Program by providing highly complex securitized mortgage, mortgage derivative, and mortgage related product expertise.

This will ensure that GNMA designs, develops and issues new GNMA securities that are favorably received by the market and significantly contribute towards GNMA’s mission to support expanded affordable housing in America by providing an efficient government-guaranteed secondary market vehicle linking the capital markets with Federal housing markets.

C.1.2 AGENCY MISSION

The GNMA mission is to bring global capital into the housing finance system - a system that runs through the core of our nation's economy - while minimizing risk to the taxpayer. For 50 years, GNMA has provided liquidity and stability, serving as the principal financing arm for government mortgage loans and ensuring that mortgage lenders have the necessary funds to provide loans to customers.

C.2 SCOPE

GNMA seeks a Contractor who shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform as the Securitized Transaction Financial Advisor as defined in this Performance Work Statement except for those items specified as government furnished property and services. The Contractor shall serve as transaction advisor for all of GNMA’s multi-class financial products. As other Mortgage-Backed Securities (MBS), mortgage derivatives, and mortgage related securities are implemented the Contractor shall perform similar services for these products.

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C.3 TASKS

C.3.1 TASK 1 – PROVIDE PROJECT MANAGEMENT

The contractor shall provide program management support under this Contract. This includes the management and oversight of all activities performed by contractor personnel to satisfy the requirements identified in this Performance Work Statement (PWS).

C.3.1.1 SUBTASK 1 – COORDINATE A PROJECT KICK-OFF MEETING

The Contractor will make themselves available to participate in a post award project kick-off meeting via teleconference within 10 calendar days after the contract award. The project kick-off meeting will be scheduled by the GSA Project Manager (PM)/Contracting Officer’s Representative (COR) within 3 calendar days after the contract award. The meeting shall provide an introduction between the contractor personnel and Government personnel who will be involved with the Contract. The meeting shall provide the opportunity to discuss technical, management/administrative, and security issues, and travel authorization and reporting procedures. At a minimum, the attendees shall include Key Contractor Personnel, the GNMA Technical Point of Contact (TPOC), other relevant Government personnel, and the GSA Contracting Officer Representative (COR).

C.3.1.2 SUBTASK 2 – PREPARE A MONTHLY STATUS REPORT (MSR)

The contractor shall develop and provide an MSR. The MSR shall include the following:

a. Activities during the reporting period, by task (include ongoing activities, new activities, activities completed, and progress to date on all above-mentioned activities).

Each section shall start with a brief description of the task.

b. Problems and corrective actions taken. Also include issues or concerns and proposed resolutions to address them.

c. Personnel gains, losses, and status (security clearance, etc.).

d. Government actions required.

e. Schedule (show major tasks, milestones, and deliverables; planned and actual start and completion dates for each).

C.3.1.3 SUBTASK 3 – QUALITY CONTROL PLAN (QCP)

The Contractor shall develop, maintain, enforce and document a Quality Control Plan (QCP).

The QCP shall ensure the Government receives the level of quality that is consistent with the requirements specified in this contract.

The QCP shall be sufficiently detailed to provide the Contractor’s methodology for identifying and recruiting qualified personnel. The QCP shall also provide the Contractor’s methodology for resolving problems identified by the Government during reviews conducted in accordance with its Quality Assurance Surveillance Plan (QASP).

The QCP shall also provide the Contractor’s methodology for establishing an internal feedback

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system for support personnel, and for resolving problems identified by that feedback system. The QCP shall demonstrate and validate that the services or deliverables to be provided under the contract are completed with a level of quality that meets the minimum performance threshold established in the Government’s QASP.

The QCP shall address Quality Management Approach, Quality Assurance, Quality Control and Quality Standards.

C.3.1.4 SUBTASK 5 – TRANSITION-OUT

The contractor shall provide transition-out support when required by the Government. The Transition-Out Plan shall facilitate the accomplishment of a seamless transition from the incumbent to incoming contractor/Government personnel at the expiration of the Contract. The contractor shall provide a Transition-Out Plan within six (6) months of Contract award. In the Transition-Out Plan, the contractor shall identify how it will coordinate with the incoming contractor and/or Government personnel to transfer knowledge regarding the following:

a. Project management processes.

b. Points of contact.

c. Location of technical and project management documentation.

d. Status of ongoing technical initiatives.

e. Appropriate contractor to contractor coordination to ensure a seamless transition.

f. Transition of Key Personnel roles and responsibilities.

g. Schedules and milestones.

h. Actions required of the Government.

The contractor shall also establish and maintain effective communication with the incoming contractor/Government personnel for the period of the transition via weekly status meetings or as often as necessary to ensure a seamless transition-out. The contractor shall implement its Transition-Out Plan no later than (NLT) two months prior to expiration of the Contract.

C.3.2 TASK 2 - REAL ESTATE MORTGAGE INVESTMENT CONDUIT (REMIC),

CALLABLE TRUST AND STRIPPED MORTGAGE-BACKED SECURITIES (SMBS)

TRANSACTIONS

All efforts associated with executing transactions are included in the fixed price line items, including all effort associated with acting as GNMA’s deal manager. Historical data since the inception of the program shows the number of transactions has never exceeded 25 per month. The following link provides historical data on transactions conducted under a normal operating month:

https://www.ginniemae.gov/data_and_reports/reporting/Pages/remic_monthly_issuance.aspx

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https://www.ginniemae.gov/data_and_reports/reporting/Pages/remic_monthly_issuance.aspx

The Sponsor will be expected to provide Ginnie Mae and the Financial Advisor with (a) the proposed Securities Structure on the Final Structure Date, (b) a Trust Asset List that describes the type(s) of Trust Assets to be included in the related Trust and affirmation that any Underlying Certificates or Underlying SMBS Securities, as applicable, included in the Trust will evidence, indirectly or directly, Ginnie Mae Certificates, (c) in the case of Underlying Certificates evidencing interests in Freddie Mac or Fannie Mae Certificates, a reference sheet or terms sheet (as applicable) from the related Underlying Certificate Disclosure Document and (d) any other information Ginnie Mae or the Financial Advisor may request with respect to the proposed transaction.

C.3.2.1 SUBTASK 1

No later than the Final Structure Date, the contractor shall review any proposed structure in a transaction submitted by Sponsor. After discussing the proposed structure, the contractor shall recommend whether the proposed structure conforms to GNMA’s policies and whether it is in GNMA’s best interest to complete the transaction.

The Final Structure Date is defined as the date by which the sponsor must submit a final securities structure to GNMA.

C.3.2.2 SUBTASK 2

After the Final Structure Date, the contractor shall act as deal manager for GNMA. The contractor shall advise GNMA of any apparent instances of non-compliance relating to GNMA policy and guidelines published in the Multiclass Securities Guide. The contractor shall also review and proofread all offering documents and Sponsor Agreements for completeness and accuracy. This proofreading task shall include text, CUSIP numbers, and other numbers printed within the text of the disclosure documents. The contractor shall electronically submit a daily status update to GNMA for each deal to facilitate the complete, accurate, and timely creation of each transaction for printing; this update should document the progress of each deal and highlight the printing-related issues, if any, of each deal. In order to clear the offering documents for printing, the contractor shall provide an Agreed-Upon Procedures Letter to the Recipient (GNMA’s Legal Advisor) for the appropriate program in substantially the same form as cited in Part II of the Multiclass Securities Guide.

Additional information regarding GNMA’s Transaction Process – Phase II: Offering Circular Supplement which can be found at https://www.ginniemae.gov/investors/multiclass_resources/Pages/multiclass-securities-guide.asp x

The contractor shall post a REMIC Relay File to the Multiclass eAccess web page for each transaction one business day after Print Date.

C.3.2.3 SUBTASK 3

Before the transaction closes, the contractor shall review and proofread all closing documents with the exception of legal opinions for completeness and accuracy and determine that they comply with the terms of the Multiclass Securities Guide.

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Request for Proposal 47QFDA24R0006 https://www.ginniemae.gov/investors/multiclass_resources/Pages/multiclass-securities-guide.aspx

The Contractor shall electronically submit a daily status update to GNMA for each deal to facilitate the complete, accurate, and timely creation of each transaction for settlement. The update shall document the progress of each deal and highlight the settlement related issues, if any, of each deal. The update may be prepared in the contractor’s own format. In order to close the transaction, the contractor must provide an Agreed-Upon Procedures Letter to the Recipient (GNMA’s Legal Advisor) in substantially the same form as cited in Part II of the Multiclass Securities Guide. Additional information regarding GNMA’s Transaction Process – Phase III:

Closing which can be found at:

https://www.ginniemae.gov/investors/multiclass_resources/Pages/multiclass-securities-guide.asp x.

The Contractor shall complete and deliver a Monthly Guaranty Fees confirmation document by 6:00PM EST on the settlement date via email to the GNMA, Office of Capital Markets.

C.3.2.4 SUBTASK 4

The contractor shall provide post-settlement expertise to address and resolve issues and problems on all previously issued GNMA multiclass transactions. Specifically, the contractor shall work with the Legal Advisor, Pool Processing Agent, REMIC Information Agent, Platinum Administrator, Platinum Trustee, and Sponsors to recommend product enhancements that may improve the pricing, liquidity, settlement, clearance, and broaden the investor base for all GNMA securities.

C.3.3 TASK 3 – FINANCIAL ADVISORY SERVICES

The contractor will be requested to perform the following tasks included below. For all tasks initiated by the GNMA TPOC, the Contractor shall submit a draft and final project work plan for review and approval. The contractor shall provide all supporting documentation to the TPOC.

All deliverables for the tasks listed below will be specified in the related tasks.

C.3.3.1 SUBTASK 1 (EST. 7,190 HOURS PER YEAR)

The contractor shall research and discuss market topics not already covered under Task 2.

Deliverables may be either by written deliverables or oral presentations. The contractor shall provide observations and recommendations to GNMA on new and existing securities products, program structures, operations, procedures, and guarantee fees. Topics opinions may include market intelligence as it relates to new and existing products.

The contractor shall participate in meetings and make recommendations to GNMA regarding the implementation of additional or augmented systems, reports, research, and data dissemination that shall impact the liquidity or operations of GNMA MBS, mortgage derivatives, and mortgage-related securities.

The contractor shall monitor domestic and international capital markets and advise GNMA, as they consider any impacts to its programs. The Contractor shall also advise GNMA developments which may include topics related to Securities Industry and Financial Markets

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Request for Proposal 47QFDA24R0006

Association (SIFMA) and other similar MBS/Asset Backed Security industry associations and provide advice for interfacing with the industry.

On average, there have been ten (10) advisory projects per year. Historically, these projects have a level of effort between 6,000 to 7,190 hours depending on the environment and the need. The monthly unit price amount listed in the CLIN tables in Section B encompasses all tasks referenced above.

C.3.3.2 SUBTASK 2

The contractor shall update the GNMA Multiclass Securities desk manual so that the GNMA Multiclass Securities Program and other structured securities programs that may be implemented during the term of this contract operate effectively and efficiently. The last update occurred in 2020.

C.3.3.3 SUBTASK 3

The contractor shall review the Multiclass Securities Guide, the Base Offering Circular and the Offering Circular Supplement Template as requested and assist HUD Office of General Counsel and Legal Advisor with observations and recommendations for potential updates based on current or desired practices. The last update occurred in 2020.

C.3.3.4 SUBTASK 4

After thirty (30) days from contract award and subject to direction from GNMA, the contractor shall provide GNMA with the monthly market intelligence research for its Capital Markets updates.

C.3.3.5 SUBTASK 5

The contractor shall conduct an on-site review of GNMA Trustees, as directed by the TPOC, within this contract term, that participates in the GNMA Multiclass Securities Program as part of the Trustee’s recertification process.

C.3.3.6 SUBTASK 6

The contractor shall arrange, provide logistical and program support and participate in sessions, forums, focus groups, conventions (domestic and foreign), etc. that are relevant to mortgage securities. Such conferences could include the Annual Investor Symposium, Mortgage Backed Security (MBS) Annual Secondary Market Conference, MBS Annual Meeting, Asset Backed Security (ABS) East Conference, Structured Finance Industry Group (SFIG) Conference, Securities Industry and Financial Markets Association (SIFMA) Annual Conference, as well as other conferences as requested.

Conferences may be held in person or in a virtual environment.

Specifically, The Contractor shall assist GNMA in researching, developing, organizing, and coordinating creative conference content solutions (e.g., agendas, workshops, attendance composition strategies, delegates, speakers, etc.) for GNMA sponsored and/or GNMA participating events.

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SECTION D – PACKAGING AND MARKING

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SECTION E - INSPECTION AND ACCEPTANCE

E.1 PLACE OF INSPECTION AND ACCEPTANCE

Inspection and acceptance of all work performance, reports, and other deliverables under this contract will be performed by the GSA COR and the GNMA TPOC.

E.2 SCOPE OF INSPECTION

All deliverables will be inspected for content, completeness, accuracy, and conformance to contract requirements by the GSA COR and the GNMA TPOC. Inspection may include validation of information through the use of automated tools, testing, or inspections of the deliverables, as specified in the contract. The scope and nature of this inspection will be sufficiently comprehensive to ensure the completeness, quality, and adequacy of all deliverables.

The Government requires a period NTE fifteen (15) workdays after receipt of deliverable items for inspection and acceptance or rejection.

E.3 BASIS OF ACCEPTANCE

The basis for acceptance shall be in compliance with the requirements set forth in the contract and relevant terms and conditions of the contract. Deliverable items rejected shall be corrected in accordance with the applicable clauses.

Acceptance will occur when all discrepancies, errors, or other deficiencies identified in writing by the Government have been resolved, through documentation updates, program correction, or other mutually agreeable methods.

Reports, documents, and narrative-type deliverables will be accepted when all discrepancies, errors, or other deficiencies identified in writing by the Government have been corrected. If the deliverable is adequate, the Government may accept it or provide comments for incorporation.

All of the Government’s comments on deliverables shall either be incorporated in the succeeding version of the deliverable, or the contractor shall explain to the Government’s satisfaction why such comments should not be incorporated.

If the Government finds that a deliverable contains spelling errors, grammatical errors, or improper format, or otherwise does not conform to the quality assurance requirements stated within this contract, the document may be rejected without further review and returned to the contractor for correction and resubmission. If the contractor requires additional Government guidance to produce an acceptable version, the contractor shall arrange a meeting with the GSA

COR.

E.4 DELIVERABLES

The Government will provide written acceptance, comments, and/or change requests, if any, within fifteen (15) days (unless specified otherwise in Section F) from Government receipt of the deliverable. Upon receipt of the Government comments, the contractor shall have ten (10) days to incorporate the Government’s comments and/or change requests and to resubmit the deliverable.

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SECTION E - INSPECTION AND ACCEPTANCE

E.5 WRITTEN ACCEPTANCE/REJECTION BY THE GOVERNMENT

The GSA COR or the GNMA TPOC will provide written notification of acceptance or rejection of all deliverables within fifteen (15) days in ASSIST (unless specified otherwise in Section F).

All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection.

E.6 NON-CONFORMING PRODUCTS OR SERVICES

Non-conforming products or services will be rejected. Deficiencies shall be corrected, by the contractor, within ten (10) days of the rejection notice. If the deficiencies cannot be corrected within ten workdays, the contractor shall immediately notify the GSA COR of the reason for the delay and provide a proposed corrective action plan within ten workdays.

If the contractor does not provide products or services that conform to the requirements of this contract, the Government will withhold the fixed price until the non-conforming products or services are remediated

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SECTION F – DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The period of performance for this contract is a one-year base period and two six-month option periods. A 30-day transition-in period included in the base period. In addition, the CO may exercise an additional option (FAR 52.217-8) for extension of services for a period of time not to exceed six months.

Base Period: May 15, 2024 to May 14, 2025 Option Period One: May 15, 2025 to November 14, 2025 Option Period Two: November 15, 2025 to May 14, 2026 FAR 52.217-8: May 15, 2026 to November 14, 2026

F.2 PLACE OF PERFORMANCE

The primary place of performance shall be the Contractor’s facilities.

F.3 CONTRACT SCHEDULE AND MILESTONE DATES

The following schedule of milestones will be used by the GSA COR to monitor timely progress under this Contract. The following abbreviations are used in this schedule:

TBD: To Be Determined NLT: No Later Than Contract Award:

All references to Days: Calendar Days

Deliverables are due the next Government workday if the due date falls on a holiday or weekend.

The contractor shall deliver the deliverables listed in the following table on the dates specified:

DEL # MILESTONE /

DELIVERABLE

RFP

REFERENCE

PLANNED COMPLETION

DATE

1 Project Start At Contract Award

2 Kickoff Conference C.3.1.1 NLT ten (10) days after Contract award

3 Monthly Status Report C.3.1.2 Monthly NLT three (3) days after structure final

4 Quality Control Plan C.3.1.3 NLT 10 days after Contract award and updated as necessary

5 Monthly Issuance Summary Report

C.3.2 First day after Print Date

6 Agreed Upon Procedures C.3.2.1 One business day before Print

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Letters; a form for REMICs, Callable Trusts and HECM REMICs- Pricing Letters per transaction date of REMIC OCS

7 Monthly Guarantee Fee Report

C.3.2.3 NLT 6:00pm EST on settlement date

8 Draft Project Work Plan C.3.3 TBD via mutual agreement between Contractor and Government

9 Final Project Work Plan C.3.3 TBD via mutual agreement between Contractor and Government

10 Ad-hoc Research C.3.3.1 TBD via mutual agreement between Contractor and Government

11 Written Reports/ Presentations

C.3.3.1 TBD via mutual agreement between Contractor and Government

12 Ginnie Mae Securities Reports/Presentations

C.3.3.1 TBD via mutual agreement between Contractor and Government

13 Desk Manual Updates C.3.3.2 Every two (2) years after Contract award, or as needed, with the first update occurring in 2025; based on mutual agreement between Government and Contractor

14 Multiclass Securities Guide, the Base Offering Circular Updates

C.3.3.3 Every two (2) years after Contract award, or as needed, with the first update occurring in 2025; based on mutual agreement between Government and Contractor

15 Monthly Market Intelligence Research

C.3.3.4 Monthly

16 Trustee Review Report C.3.3.5 Within two (2) years after Contract award; based on mutual agreement between Government and Contractor;

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similar to other tasks.

17 Conference Content Material

C.3.3.6 TBD via mutual agreement between Contractor and Government

18 Transition Out Plan Draft C.3.1.5 NLT six (6) months after Contract award

19 Transition Out Plan Final C.3.1.5 NLT ninety (90) days before the end of the Contract

F.4 PUBLIC RELEASE OF CONTRACT DOCUMENTS REQUIREMENT

The contractor agrees to submit, within ten (10) days from the date of the GSA CO’s execution of the initial contract, or any modification to the Contract (exclusive of Saturdays, Sundays, and Federal holidays), a portable document format (PDF) file of the fully executed document with all proposed necessary redactions, including redactions of any trade secrets or any commercial or financial information that it believes to be privileged or confidential business information, for the purpose of public disclosure at the sole discretion of GSA.

The contractor agrees to provide a detailed written statement specifying the basis for each of its proposed redactions, including the applicable exemption under the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and, in the case of FOIA Exemption 4, 5 U.S.C. § 552(b)(4), shall explain why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. Information provided by the contractor in response to the contract requirement may itself be subject to disclosure under the FOIA. Submission of the proposed redactions constitutes concurrence of release under FOIA. GSA will carefully consider the contractor’s proposed redactions and associated grounds for nondisclosure prior to making a final determination as to what information in such executed documents may be properly withheld.

F.5 DELIVERABLES MEDIA

The contractor shall deliver all electronic versions by electronic mail (email) and removable electronic media.

The following are the required electronic formats, whose versions must be compatible with the latest, commonly available version on the market.

a. Text Microsoft (MS) Word, Google Docs, PDF

b. Spreadsheets MS Excel, Google Sheets

c. Briefings MS PowerPoint, Google Slides

d. Schedules MS Project, Smartsheet

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F.6 PLACE(S) OF DELIVERY

Copies of all deliverables shall be delivered electronically to the GNMA TPOC. The GNMA TPOC’s information is identified in Section G.2.

The contractor shall utilize the ASSIST Post Award Collaboration (PAC) tool to deliver all CO or COR accepted deliverables identified in Section F.3.

F.7 NOTICE REGARDING LATE DELIVERY/PROBLEM NOTIFICATION REPORT

(PNR)

The contractor shall notify the GSA COR via a PNR (Section J, Attachment F) as soon as it becomes apparent to the contractor that a scheduled delivery will be late. The contractor shall include in the PNR the rationale for late delivery, the expected date for the delivery, and the project impact of the late delivery. The GSA COR will review the new schedule and provide guidance to the contractor. Such notification in no way limits any Government contractual rights or remedies including, but not limited to, termination.

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SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER (CO)

The Contracting Officer (CO) is responsible for monitoring contract compliance, contract administration, and cost control; and for resolving any differences between the observations documented by the Contracting Officer’s Representative (COR) and the Contractor. The CO will designate one full-time COR as the Government authority for performance management.

The CO, in accordance with FAR 1.6, is the only person authorized to make or approve any contractual commitments or changes in any of the requirements, terms or conditions of the TO.

Any purported changes, requests or authorizations that the Contractor deems may affect the price, terms, or conditions of the TO will be immediately referred to the CO for action. Failure to comply with this requirement is considered an event of default. In the event the Contractor makes any changes at the direction of any person other than the CO, the change will be considered to have been made without authority and no adjustment will be made to the TO price to cover any increase in cost incurred as a result thereof.

G.1.1 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

The GSA CO has appointed a GSA COR in writing through a COR Appointment Letter (Section J, Attachment A). The GSA COR will receive, for the Government, all work called for by the contract and will represent the GSA CO in the technical phases of the work. The GSA COR will provide no supervisory or instructional assistance to contractor personnel.

The GSA COR is not authorized to change any of the terms and conditions, scope, schedule, and price of the contract. Changes in the scope of work will be made only by the GSA CO by properly executed modifications to the contract.

G.1.2 TECHNICAL POINT OF CONTACT (TPOC)

The Technical Point of Contact (TPOC) is a representative from GNMA duly appointed, in writing by the CO. The TPOC is responsible for monitoring the Contractor’s performance and compliance for all matters falling under the purview of the client agency and advising the COR of said matters. The TPOC, in coordination with the COR, functions as the “eyes and ears” of the CO ensuring all the technical requirements under the task order are met by the delivery date or within the period of performance, and at the price or within the ceiling stipulated in the TO.

The TPOC will not assign or direct any new work outside the scope of the TO, direct a change to the quality or quantity of supplies or services delivered, change the delivery date(s) or period of performance of the TO, or change any other conditions of the TO. The CO, in accordance with FAR 1.6, is the only person authorized to make or approve any contractual commitments or changes in any of the requirements, terms or conditions of the Contract or TO. Any purported changes, requests or authorizations that the Contractor deems may affect price, terms, or conditions of the TO will be immediately referred to the CO for action.

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G.2 CONTRACT ADMINISTRATION

Contracting Officer (CO):

Melinda Simon General Service Administration Assisted Acquisition Services Federal Acquisition Service APEX 3, Sector 5 1800 F Street, NW Washington, D.C. 20405 Email: melinda.simon@gsa.gov

Contracting Officer’s Representative (COR):

Shadonna Minnis General Service Administration Assisted Acquisition Services Federal Acquisition Service APEX 3, Sector 5 1800 F Street, NW Washington, D.C. 20405 Email: shadonna.minnis@gsa.gov

Technical Point of Contact (TPOC):

Sandra Picard Department of Housing and Urban Development Government National Mortgage Association 425 3rd Street, SW, Suite 500 Washington, DC 20024 Email: sandra.l.picard@hud.gov

G.3 INVOICE SUBMISSION

The contractor shall submit Requests for Payments in accordance with the format contained in General Services Acquisition Manual (GSAM) 552.232-25, PROMPT PAYMENT (NOV 2009), to be considered proper for payment. In addition, the following data elements shall be included on each invoice:

Contract Number: (from SF 1449, Block 2) Paying Number: (ACT/DAC NO.) (From SF 1449, Block 18a) Acquisition ID Number: 47QFDA24K0010 Project Title: Securitized Transactions Financial Advisor Services

The contractor shall submit invoices as follows:

The contractor shall utilize GSA’s Assisted Services Shared Information System (ASSIST) to submit invoices. The contractor shall manually enter CLIN charges into the Central Invoice

PAGE G-2

Request for Proposal 47QFDA24R0006 mailto:melinda.simon@gsa.gov mailto:shadonna.minnis@gsa.gov mailto:sandra.l.picard@hud.gov

Services (CIS) in the ASSIST Portal. Summary charges on invoices shall match the charges listed in ASSIST for all CLINs.

The contractor shall submit invoices electronically by logging into the ASSIST portal (portal.fas.gsa.gov), navigating to the appropriate award, and creating the invoice for that award.

Do NOT submit any invoices directly to the GSA Finance Center (neither by mail nor via electronic submission).

a. Log into ASSIST using your assigned Identification (ID) and password.

b. Complete login by entering your one-time authentication code to complete the multi-factor authentication.

c. Click on the Award Administration menu option from the ASSIST Acquisition menu tab.

d. Locate the order against which you want to invoice.

e. Open the order by clicking on the Award PIID hyperlink.

f. Click on the left-hand Invoice Summary navigator link.

g. Click on the Create New Invoice button.

By utilizing this method, no paper copy of the invoice shall be submitted to GSA AAS or the GSA Finance Center. The contractor shall provide invoice backup data, as an attachment to the invoice, in accordance with the contract type, including details such as labor categories, rates, and quantities of labor hours per labor category. The AAS COR may require the contractor to submit a written “hardcopy” invoice with the client’s certification prior to invoice payment. A paper copy of the invoice is required for a credit.

The contractor is certifying, by submission of an invoice in ASSIST, that the invoice is correct and proper for payment.

For additional assistance or if there are any issues submitting an invoice, contact the ASSIST Service Desk for support at 877-472-4877 (toll free) or by email at assist.servicedesk@gsa.gov.

G.4 INVOICE REQUIREMENTS.

The contractor shall submit simultaneous draft copies of the invoice via email to both the GSA COR and the GNMA TPOC. The contractor shall provide receipts on an as-requested basis.

Each contract type shall be addressed separately in the invoice submission.

The final invoice is desired to be submitted within six months of project completion. Upon project completion, the contractor shall provide a final invoice status update monthly.

Regardless of contract type, the contractor shall report the following data:

a. Contract Number.

b. Contractor Invoice Number.

c. Contractor Name.

d. POC Information.

e. Current period of performance.

f. Amount of invoice that was subcontracted (if applicable).

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The amount of invoice that was subcontracted to a small business shall be made available upon request.

G.3.1 FIRM-FIXED-PRICE (FFP) CLINs The contractor may invoice 1/12th of the FFP amount monthly as stated in Section B for the FFP CLINs. The invoice shall include the period of performance covered by the invoice (all current charges shall be within the active period of performance) and the CLIN number and title. All prices shall be reported by CLIN element (as shown in Section B) and shall be provided for the current invoice and in total from project inception to date. The contractor shall provide the invoice data in spreadsheet form with the following detailed information. The listing shall include separate columns and totals for the current invoice period and the project to date.

a. FFP period of performance as stated in Section B - Supplies or Services and Prices/Cost.

b. Total Amount Paid (Lump Sum) by CLIN

G.3.2 TRAVEL

Contractor costs for travel will be reimbursed at the limits set in the following regulations (see

FAR 31.205-46):

Federal Travel Regulation (FTR) - prescribed by the GSA, for travel in the continental United States (U.S.).

The contractor may invoice the travel CLIN when work on the CLIN is complete. Separate worksheets, in MS Excel format, shall be submitted for travel.

CLIN/Task Total Travel: This invoice information shall identify all cumulative travel costs billed by CLIN/Task. The current invoice period’s travel details shall include separate columns and totals and include the following:

a. Travel Authorization Request (TAR) identifier, approver name, and approval date.

b. Names of persons traveling.

c. Number of travel days.

d. Dates of travel.

e. Number of days per diem charged.

f. Per diem rate used.

g. Total per diem charged.

h. Transportation costs (rental car, air fare, etc.).

i. Total charges.

j. Approved TAR cost and variance.

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SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 KEY PERSONNEL

The following are the minimum personnel who shall be designated as “Key.” The Government does not intend to dictate the composition of the ideal team to perform this contract.

a. Project Manager

The Government desires that Key Personnel be assigned for the duration of the contract.

H.1.1 PROJECT MANAGER (PM)

The contractor shall identify a Program Manager (PM) by name who shall provide management, direction, administration, quality assurance and leadership of the execution of this Contract. It is desired that the PM has the following qualifications:

a. Minimum of five (5) years of experience in supervising a group of employees to perform work pertaining to the review and analysis of government and private institutions engaged in mortgage finance, especially the secondary and capital markets.

b. Possesses an understanding of GNMA Mortgage-Backed securities programs, GNMA REMIC, SMBS and callable securities.

H.1.2 KEY PERSONNEL SUBSTITUTION

The contractor shall not replace any personnel designated as Key Personnel without the written concurrence of the GSA CO. Prior to utilizing other than the Key Personnel specified in its proposal in response to the RFP, the contractor shall notify the GSA CO and GSA COR. This notification shall be no later than ten calendar days in advance of any proposed substitution and shall include justification (including resume(s) and labor category of proposed substitution(s)) in sufficient detail to permit evaluation of the impact on contract performance.

Substitute Key Personnel qualifications shall be equal to, or greater than, those of the Key Personnel substituted. If the GSA CO and the GSA COR determine that a proposed substitute Key Personnel is unacceptable, or that the reduction of effort would be so substantial as to impair the successful performance of the work under the contractor, the contractor may be subject to default action as prescribed by FAR 52.249-8, Default.

H.2 GOVERNMENT-FURNISHED PROPERTY (GFP)

Property furnished to the contractor will be in accordance with FAR Part 45. It is anticipated the Government will not provide any GFP, including not issuing the Contractor Personal Identity Verification (PIV) cards.

H.3 GOVERNMENT-FURNISHED INFORMATION (GFI)

The Government will provide the Contractor staff with any required Standard Operating Procedures and Policies. The Government will also provide access to GNMA applications and infrastructure at all of the GNMA host sites. Copies of required materials may be provided to the Contractor in hard copy or soft copy. All materials will remain the property of the Government and will be returned to the GNMA TPOC upon request or at the end of the contract period.

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H.4 INFORMATION ASSURANCE

The contractor may have access to sensitive (including privileged and confidential) data, information, and materials of the U.S. Government. These printed and electronic documents are for internal use only and remain the sole property of the U.S. Government. Some of these materials are protected by the Privacy Act of 1974 (AMENDED) and Title 38. Unauthorized disclosure of Privacy Act or Title 38 covered materials is a criminal offense.

H.5 ORGANIZATIONAL CONFLICT OF INTEREST AND NON-DISCLOSURE

REQUIREMENTS

H.5.1 ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

If a contractor has performed, is currently performing work, or anticipates performing work that creates or represents an actual or potential OCI, the contractor shall immediately disclose this actual or potential OCI to the GSA CO in accordance with FAR Subpart 9.5. The nature of the OCI may involve the prime contractor, subcontractors of any tier, or teaming partners.

H.6 TRAVEL

H.6.1 TRAVEL REGULATIONS

Contractor costs for travel will be reimbursed at the limits set forth in the following regulations (see FAR 31.205-46):

a. Federal Travel Regulation (FTR) - prescribed by the GSA, for travel in the continental U.S.

H.6.2 TRAVEL AUTHORIZATION REQUESTS (TAR)

Before undertaking long-distance travel to any Government site or any other site in performance of this contract, the contractor shall have this long-distance travel approved by, and coordinated with, the GSA COR. Notification shall include, at a minimum, the number of persons in the party, traveler name, destination, duration of stay, purpose, and estimated cost. Prior to any long-distance travel, the contractor shall prepare a TAR (Section J, Attachment H) for Government review and approval. Long-distance travel will be reimbursed for the cost of travel comparable with the FTR.

Requests for long-distance travel approval shall:

a. Be prepared in a legible manner.

b. Include a description of the travel proposed including a statement as to purpose.

c. Be summarized by traveler.

d. Identify the contract number.

e. Identify the CLIN associated with the travel.

f. Be submitted in advance of the travel with sufficient time to permit review and approval.

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The contractor shall use only the minimum number of travelers and rental cars needed to accomplish the task(s). Long-distance travel shall be scheduled during normal duty hours whenever possible.

H.7 PRESS/NEWS RELEASE

The contractor shall not make any press/news release pertaining to this contract without prior Government approval and only in coordination with the GSA CO.

H.8 INTELLECTUAL PROPERTY RIGHTS

The existence of any patent, patent application, or other intellectual property right that encumbers any deliverable must be disclosed in writing on the cover letter that accompanies the delivery. If no such disclosures are provided, the data rights provisions in FAR 52.227-14 apply.

H.9 SECTION 508 COMPLIANCE REQUIREMENTS

Unless the Government invokes an exemption, all Electronic and Information Technology (EIT) products and services proposed will fully comply with Section 508 of the Rehabilitation Act of 1973, per the 1998 Amendments, 29 U.S.C. 794d, and the Architectural and Transportation Barriers Compliance Board’s Electronic and Information Technology Accessibility Standards at 36 Code of Federal Regulations (CFR) 1194. The Contractor will identify all EIT products and services provided, identify the technical standards applicable to all products and services provided, and state the degree of compliance with the applicable standards. Additionally, the Contractor must clearly indicate where the information pertaining to Section 508 compliance can be found (e.g., Vendor’s or other exact web page location). The Contractor must ensure that the list is easily accessible by typical users beginning at time of award.

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SECTION I – CONTRACT CLAUSES

I.1 CONTRACT CLAUSES

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

This contract incorporates one or more clauses by reference with the same force and effect as if they were given in full text. Upon request, the GSA CO will make their full text available. Also, the full text of a clause may be accessed electronically at the FAR website:

http://www.acquisition.gov/far/

FAR TITLE DATE

52.202-1 Definitions JUN 2020

52.203-2 Certificate of Independent Price Determination APR 1985

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-7 Anti-Kickback Procedures JUN 2020

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

JUN 2020

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

JUN 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.204-12 Unique Entity Identified Maintenance OCT 2016

52.204-13 System for Award Management Maintenance OCT 2018

52.204-14 Service Contract Reporting Requirements OCT 2016

52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

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52.204-19 Incorporation by Reference of Representations and Certifications

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

NOV 2021

52.204-30 Federal Acquisition Supply Chain Security Act Orders—Prohibition

DEC 2023

52.217-5 Evaluation of Options JUL 1990

52.222-54 Employment Eligibility Verification MAY 2022

52.224-1 Privacy Act Notification APR 1984

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran – Representation and Certifications

JUN 2020

52.229-3 Federal, State, and Local Taxes FEB 2013

52.232-1 Payments APR 1984

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

MAR 2023

52.233-1 Disputes MAY 2014

52.237-3 Continuity of Services JAN 1991

52.242-15 Stop-Work Order AUG 1989

52.246-1 Contractor Inspection Requirements MAR 1994

52.252-6 Authorized Deviations in Clauses NOV 2020

I.3 FAR CLAUSES INCORPORATED BY FULL TEXT

I.3.1 52.204-27 Prohibition On A ByteDance Covered Application (JUN 2023)

(a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited.

Information technology, as defined in 40 U.S.C. 11101(6)—

Page I-2

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract.

(b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors.