AG-31ME-S-12-0016.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NO.

603289

PAGE

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NO.

AG-31ME-S-12-0016

6. SOLICITATION ISSUE DATE

08/24/2012

7. FOR SOLICITATION

INFORMATION CALL

a. NAME

Aleseia Saunders

b. TELEPHONE NO. (No collect calls)

202-692-0354

8. OFFER DUE DATE/LOCAL TIME

09/11/2012 3:00 pm

9. ISSUED BY CODE

10. THIS ACQUISITION IS 11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

USDA, Rural Development Procurement Management Division 1400 Independence Avenue, S.W. MS 0741 Washington, DC 20250

UNRESTRICTED OR

SET ASIDE: 100% FOR

SMALL BUSINESS

` EMERGING SMALL BUSINESS

HUBZONE SMALL BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

8(A)

0% Net 30

13a. THIS CONTRACT IS A RATED ORDER

13b. RATING

NAICS: 523920

SIZE STANDARD: $7.0 million

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

16. ADMINISTERED BY CODE

USDA, Rural Development - PMD Attention: Aleseia Saunders 300 7th Street SW – 8th Floor Washington, DC 20024

USDA, Rural Development Procurement Management Division 1400 Independence Avenue, S.W. MS 0741 Washington, DC 20250

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

XD01

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.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

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 ___ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR

OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS

AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REFERENCE _______Quote____________ OFFER

DATED _________________. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE 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

SECTION B

SUPPLIES OR SERVICES AND PRICE/COSTS

Scope of Project – The Contractor shall provide custody, investment, asset management and banking services for the bank account balances maintained by the United States Department of Agriculture – Rural Development

(USDA – RD).

Services – non-personal – The Contractor shall provide all personnel, equipment, training, supervision, travel and other items necessary to provide the requirements specified in Section C – Descriptions/ Specifications/ Statement of Work. The basic performance period is from contract award date through September 30, 2013, with four option years.

Pricing – The Contractor shall indicate if they are willing to accept both fees and compensating balances and combinations thereof as compensation for Banking Services & Fees.

The Contractor shall indicate if there is a different price schedule if payment is made by fee rather than compensating balances. The Contractor shall also indicate how the earnings credit rate is set and how the earnings allowance for balances is determined.

The Contractor shall submit the pricing structure for all custody, investment, asset management and banking services requested in the RFP. This pricing structure shall include but is not limited to the items listed in Section B – Supplies or Services and Price/Costs - Custody & Investment Management Fees and Banking Services & Fees for the base year plus all four option years.

*Note: There will be no implementation charges assumed by USDA – RD for the services listed above. Fees are firm fixed for the term of the contract and all option years.

***Please see Page 3 for Fill-In Pricing Table***

SECTION B, CONTINUED

SUPPLIES OR SERVICES AND PRICE/COSTS

Custody & Investment Management Fees

USDA - RD may request up to two Custody Accounts be opened. One custody account will contain "excess escrow funds from borrowers" and the other custody account would contain federal government funds.

Depending on market conditions USDA - RD may choose to invest funds in the two custody accounts in individual Treasury Bills and/or a Contractor directed Money Market Account invested in 100% Treasury Bills.

The dollar amount invested in the Money Market Account will incur no additional custody or management fees but the dollar amount invested in individual Treasury Bills may incur custody and investment management fees based on the schedule below

Market Value Estimated Monthly Quantity

Unit Cost Estimated Monthly Amount

First $50 million $50,000,000 Over $50 million $70,000,000 Total-Investment Account $120,000,000

Banking Services & Fees

Base Period

CLIN Description Estimated Monthly

Unit Cost Estimated Monthly Amount

Demand Deposit Services

Account Maintenance - Monthly Base Fee

0002 Monthly Account Analysis Statement 1 0003 Electronic Credits Posted (Ledger) 600 0004 Electronic Debits Posted (Ledger) 30

Controlled Disbursement Services

Fee

Controlled Disbursement - Checks Paid - Per Item

Controlled Payment Services

Fee

ARP Services

ARP Full Reconciliation - Monthly Base Fee

ARP Full Reconciliation - Per Item Charge

0010 ARP Positive Pay - Monthly Base Fee 1 0011 ARP Positive Pay - Returned Item Fee 5 0012 ARP Auto D/T To Bank/Transaction 25 0013 ARP Auto D/T To Bank/Recorded 6000

Image Delivery Services

0014 CD-ROM Monthly Statements 1

CD-ROM - Check Images - Per Item Charge

0016 CD-ROM - Check Images - Per CD 1

ACH Transmission Services

0017 ACH - Monthly Maintenance Base Fee 1

ACH - Daily Group File Transmissions - Originated

ACH - Corporate Debits Originated (CCD, etc.)

0020 ACH - Addenda Records Originated 600

ACH - Corporate Credits Originated (CCD, etc.)

0022 ACH - Reversals - Per Item Charge 5 0023 ACH - Return Items - Per Item Charge 15

ACH - Notification of Change - Per Item Charge

0025 ACH - On-Line Software - Originated 25

ACH - On-Line Software - Addenda - Originated

ACH - On-Line Software - Corp Debits - Originated

ACH Fraud Control Services

ACH - Fraud Control - Monthly Maintenance

EDI Services

EDI Transaction Report - Per Item Charge

Wire Transfer Services

0030 Wire Transfer Outgoing - On-Line - 75

Non-Repetitive

Wire Transfer Outgoing - On-Line - Repetitive

0032 Wire Transfer Incoming 15

On-Line Balance Reporting

On-Line Balance Reporting - Prior Day - Monthly

On-Line Balance Reporting - Prior Day - Per Acct.

On-Line Balance Reporting - Prior Day - Per Item

On-Line Balance Reporting - Current Day - Monthly

On-Line Balance Reporting - Current Day - Per Acct.

On-Line Balance Reporting - Current Day - Per Item

On-Line Balance Reporting - ACH - EDI - Per Rept

On-Line Balance Reporting - CAR Report - Per Rept

0041 Stop Payments - Per Item Charge 30

ACH Services - Monthly Maintenance Fee

Image Item Retrieval - Per Item

Option Period 2

Unit Cost Estimated Monthly

Amount First $50 million $50,000,000

Unit Cost Estimated Monthly

Fee

1002 Monthly Account Analysis Statement 1 1003 Electronic Credits Posted (Ledger) 600 1004 Electronic Debits Posted (Ledger) 30

Fee

Controlled Disbursement - Checks

Base Fee

ARP Full Reconciliation - Per Item Charge

1010 ARP Positive Pay - Monthly Base Fee 1 1011 ARP Positive Pay - Returned Item Fee 5 1012 ARP Auto D/T To Bank/Transaction 25 1013 ARP Auto D/T To Bank/Recorded 6000

1014 CD-ROM Monthly Statements 1

CD-ROM - Check Images - Per Item Charge

1016 CD-ROM - Check Images - Per CD 1

1017 ACH - Monthly Maintenance Base Fee 1

ACH - Daily Group File Transmissions - Originated

ACH - Corporate Debits Originated (CCD, etc.)

1020 ACH - Addenda Records Originated 600

ACH - Corporate Credits Originated (CCD, etc.)

1022 ACH - Reversals - Per Item Charge 5 1023 ACH - Return Items - Per Item Charge 15

ACH - Notification of Change - Per Item Charge

1025 ACH - On-Line Software - Originated 25

ACH - On-Line Software - Addenda - Originated

ACH - On-Line Software - Corp

Wire Transfer Outgoing - On-Line - Non-Repetitive

Wire Transfer Outgoing - On-Line - Repetitive

1032 Wire Transfer Incoming 15

Day - Monthly

On-Line Balance Reporting - Prior Day - Per Acct.

On-Line Balance Reporting - Prior Day - Per Item

On-Line Balance Reporting - Current Day - Monthly

On-Line Balance Reporting - Current Day - Per Acct.

On-Line Balance Reporting - Current Day - Per Item

On-Line Balance Reporting - ACH - EDI - Per Rept

On-Line Balance Reporting - CAR Report - Per Rept

1041 Stop Payments - Per Item Charge 30

ACH Services - Monthly Maintenance Fee

Image Item Retrieval - Per Item

Option Period 3

Unit Cost Estimated Monthly

First $50 million $50,000,000

Unit Cost Estimated Monthly

Fee

2002 Monthly Account Analysis Statement 1 2003 Electronic Credits Posted (Ledger) 600 2004 Electronic Debits Posted (Ledger) 30

Fee

Controlled Disbursement - Checks

Base Fee

ARP Full Reconciliation - Per Item Charge

2010 ARP Positive Pay - Monthly Base Fee 1 2011 ARP Positive Pay - Returned Item Fee 5 2012 ARP Auto D/T To Bank/Transaction 25 2013 ARP Auto D/T To Bank/Recorded 6000

2014 CD-ROM Monthly Statements 1

CD-ROM - Check Images - Per Item Charge

2016 CD-ROM - Check Images - Per CD 1

2017 ACH - Monthly Maintenance Base Fee 1

ACH - Daily Group File Transmissions - Originated

ACH - Corporate Debits Originated (CCD, etc.)

2020 ACH - Addenda Records Originated 600

ACH - Corporate Credits Originated (CCD, etc.)

2022 ACH - Reversals - Per Item Charge 5 2023 ACH - Return Items - Per Item Charge 15

ACH - Notification of Change - Per Item Charge

2025 ACH - On-Line Software - Originated 25

ACH - On-Line Software - Addenda - Originated

ACH - On-Line Software - Corp

Non-Repetitive

Wire Transfer Outgoing - On-Line - Repetitive

2032 Wire Transfer Incoming 15

Day - Monthly

On-Line Balance Reporting - Prior Day - Per Acct.

On-Line Balance Reporting - Prior Day - Per Item

On-Line Balance Reporting - Current Day - Monthly

On-Line Balance Reporting - Current Day - Per Acct.

On-Line Balance Reporting - Current Day - Per Item

On-Line Balance Reporting - ACH - EDI - Per Rept

2040 On-Line Balance Reporting - CAR 25

Report - Per Rept 2041 Stop Payments - Per Item Charge 30

ACH Services - Monthly Maintenance Fee

Image Item Retrieval - Per Item

Option Period 4

Unit Cost Estimated Monthly

Amount First $50 million $50,000,000

Unit Cost Estimated Monthly

Fee

3002 Monthly Account Analysis Statement 1 3003 Electronic Credits Posted (Ledger) 600 3004 Electronic Debits Posted (Ledger) 30

Fee

Controlled Disbursement - Checks

Base Fee

ARP Full Reconciliation - Per Item Charge

3010 ARP Positive Pay - Monthly Base Fee 1 3011 ARP Positive Pay - Returned Item Fee 5 3012 ARP Auto D/T To Bank/Transaction 25 3013 ARP Auto D/T To Bank/Recorded 6000

3014 CD-ROM Monthly Statements 1

CD-ROM - Check Images - Per Item Charge

3016 CD-ROM - Check Images - Per CD 1

3017 ACH - Monthly Maintenance Base Fee 1

ACH - Daily Group File Transmissions - Originated

ACH - Corporate Debits Originated (CCD, etc.)

3020 ACH - Addenda Records Originated 600

ACH - Corporate Credits Originated (CCD, etc.)

3022 ACH - Reversals - Per Item Charge 5 3023 ACH - Return Items - Per Item Charge 15

ACH - Notification of Change - Per Item Charge

3025 ACH - On-Line Software - Originated 25

ACH - On-Line Software - Addenda - Originated

ACH - On-Line Software - Corp

Non-Repetitive

Wire Transfer Outgoing - On-Line - Repetitive

3032 Wire Transfer Incoming 15

3033 On-Line Balance Reporting - Prior 1

Day - Monthly

On-Line Balance Reporting - Prior Day - Per Acct.

On-Line Balance Reporting - Prior Day - Per Item

On-Line Balance Reporting - Current Day - Monthly

On-Line Balance Reporting - Current Day - Per Acct.

On-Line Balance Reporting - Current Day - Per Item

On-Line Balance Reporting - ACH - EDI - Per Rept

On-Line Balance Reporting - CAR Report - Per Rept

3041 Stop Payments - Per Item Charge 30

ACH Services - Monthly Maintenance Fee

Image Item Retrieval - Per Item

Option Period 5

Unit Cost Estimated Monthly

Amount First $50 million $50,000,000

Unit Cost Estimated Monthly

Fee

4002 Monthly Account Analysis Statement 1 4003 Electronic Credits Posted (Ledger) 600 4004 Electronic Debits Posted (Ledger) 30

Fee

Controlled Disbursement - Checks

Base Fee

ARP Full Reconciliation - Per Item Charge

4010 ARP Positive Pay - Monthly Base Fee 1 4011 ARP Positive Pay - Returned Item Fee 5 4012 ARP Auto D/T To Bank/Transaction 25 4013 ARP Auto D/T To Bank/Recorded 6000

4014 CD-ROM Monthly Statements 1

CD-ROM - Check Images - Per Item Charge

4016 CD-ROM - Check Images - Per CD 1

4017 ACH - Monthly Maintenance Base Fee 1

ACH - Daily Group File Transmissions - Originated

ACH - Corporate Debits Originated (CCD, etc.)

4020 ACH - Addenda Records Originated 600

ACH - Corporate Credits Originated (CCD, etc.)

4022 ACH - Reversals - Per Item Charge 5 4023 ACH - Return Items - Per Item Charge 15

ACH - Notification of Change - Per Item Charge

4025 ACH - On-Line Software - Originated 25

ACH - On-Line Software - Addenda - Originated

ACH - On-Line Software - Corp

Non-Repetitive

Wire Transfer Outgoing - On-Line - Repetitive

4032 Wire Transfer Incoming 15

Day - Monthly

On-Line Balance Reporting - Prior Day - Per Acct.

On-Line Balance Reporting - Prior Day - Per Item

On-Line Balance Reporting - Current Day - Monthly

On-Line Balance Reporting - Current Day - Per Acct.

On-Line Balance Reporting - Current Day - Per Item

On-Line Balance Reporting - ACH - EDI - Per Rept

On-Line Balance Reporting - CAR Report - Per Rept

4041 Stop Payments - Per Item Charge 30

ACH Services - Monthly Maintenance Fee

Image Item Retrieval - Per Item

End of Section B

SECTION C

DESCRIPTIONS/SPECIFICATIONS/STATEMENT OF WORK

C1. Introduction

USDA – Rural Development – Centralized Servicing Center (RD – CSC) provides loans for low and moderate-income applicants located in rural geographical areas to assist them in obtaining decent, sanitary and safe dwellings through Single-Family, Guaranteed and Multi-Family Programs. CSC currently services a portfolio of approximately 332,000 Single-Family housing loans for approximately 296,000 borrowers. In addition, maintains a Guaranteed Loan portfolio of approximately 565,000 accounts and approximately 442,000 Multi- Family units at 15,000 projects for 26,000 accounts. The loans are located in each of the 50 states and United States Territories including Puerto Rico, Virgin Islands, Guam and the remainder of the Western Pacific Rim islands.

In 1996, RD began to centralize its operations in St. Louis, MO and convert its single family housing portfolio to a new mortgage-based servicing system in an effort to provide centralized support and begin to provide escrow related services for new and existing borrowers. As a result, over 1,000 field offices were closed nationwide and their functions were absorbed into CSC. The RD National Office, located in Washington, D.C., continued to provide oversight for the loan programs.

The single-family “escrowed” loan portfolio has reached approximately 183,000 borrowers. The escrow portion of the monthly payments (principal, interest and escrow) received from these borrowers are stripped off and directed to an escrow bank account. Monthly payments are received relatively evenly throughout the month (except on the 28th of each month where 10+% of the portfolio is due for payment).

CSC currently utilizes bank accounts at the Contractor to accumulate the escrow deposits and other receipts and later disburse on behalf of borrowers that have a mortgage with RD. An Escrow Concentration Account acts as the “primary” bank account where escrowed checks are funded from, and other sub-accounts are associated with.

C2. Bank Account Background

(a) The USDA – RD – CSC Escrow Concentration Account is funded with ACH transmissions received from the U.S. Treasury. A balance of $8.0 million is targeted in the account on a daily basis. This balance fluctuates based on cash flow, cyclical disbursement cycles and short term investment trends. All escrow balances are invested nightly in a Money Market Mutual Fund that contains 100% U.S. Treasury Securities or a Contractor NOW Account preapproved by the USDA – RD – CSC Investment Committee.

(b) The USDA – RD – CSC Escrow Disbursement Account is a controlled disbursement, zero-balance account (ZBA) that CSC disbursements are drawn against. CSC routinely disburses checks payable to taxing authorities, insurance carriers, etc., on-behalf of borrowers and other miscellaneous disbursements for RD.

There are two check presentment clearings for the Escrow Disbursement Account each business day. At the end of each day, the gross amount of the check presentments is swept from the Escrow Concentration Account.

Currently, an average of 70,000 checks is disbursed annually for a total of $85.0 million.

(c) The USDA – RD – CSC Borrowers Escrow Funds Custody Account contains borrower escrow funds and is invested in “second tier” investments (i.e., individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities). The funds invested in this Custody Account are moved to/from the Escrow Concentration Account (greater than the targeted $8.0 million dollar balance) after receiving written instructions from the Contracting Officer Representative (COR) or designee. As individual investments mature and/or new funds are deposited, the COR or designee will discuss with the service provider’s investment advisor a new investment vehicle and maturity.

(d) The USDA – RD – CSC Net Income Custody Account contains USDA “net income” and is invested in individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities. The income earned from the Escrow Concentration Account and the two Custody Accounts are automatically deposited to this account monthly, as well as, the associated Contractors monthly fees deducted for the primary Escrow Concentration Account and all other associated sub-accounts after review and approval by the COR or designee. As individual investments mature and/or new funds are deposited, the COR or designee will discuss with the service provider’s investment advisor a new investment vehicle and maturity.

(e) A sub-account utilized by USDA is the USDA – RD – CSC EFT Account. The EFT Account is utilized to disburse new loan closing funds via electronic fund transfer (ACH and wire transfer) to pre-approved mortgage loan closing agents. USDA prepares each business day a data file that contains detailed ACH transmission information (i.e., payee name, bank ABA number, dollar amount of transactions, addenda information, etc.) for mortgage closing agents. A separate “funding” ACH transaction is directed from the USDA – National Finance Center to the EFT Account for each daily gross disbursement dollar amount.

(f) Another sub-account utilized by USDA is the USDA – RD – CSC Escrow Voucher Account. The Escrow Voucher Account was established to receive electronic fund transfers (ACH and wire transfer). Escrow Vouchers are requested primarily by the Escrow Operations Branch and directed from the USDA – National Finance Center (NFC). The Escrow Voucher Account allows for ease of receipt, posting, reconciliation and sweep into the Escrow Concentration Account nightly.

(g) The final sub-account utilized by USDA is the USDA – RD – CSC Emergency Disbursement Account. The Emergency Disbursement Account is a ZBA that CSC has established to disburse manual checks in an emergency when the loan servicing platform is unavailable and checks cannot be initiated from the Escrow Disbursement Account. Checks disbursed from this account are funded from the Escrow Concentration Account.

C3. Definitions

Contracting Officer (CO) – The government official responsible for the execution and administration of the contract on behalf of the government.

Contracting Officer Representative (COR) – The government official designated by the CO and responsible for performance monitoring and quality assurance on behalf of the government.

Automated Clearing House (ACH) transaction – A credit and debit payment system unlike manual checks and wire transfers. An ACH is initiated by the originator and received at least one business day in the future by the receiver of the electronic monetary transaction.

Electronic Funds Transfer (EFT) – An EFT can be in the form of an ACH or wire transfer and is an electronic movement of funds. An ACH requires at least one business day between origination and receipt of the funds.

A wire transfer is a same day transaction between origination and receipt of the funds.

C4. Scope of Work

The contractor shall provide all personnel, compatible software, access to reconciliation tools, financial system administrative set-up, supervision and other items and services necessary to perform the investment and disbursement services as defined in the Performance Work Statement (PWS). The contractor shall perform to the standards stated in this contract.

C5. Purpose

The purpose of this contract is to maintain, administer and report USDA – RD – CSC’s investment and disbursement banking activity services as they relate to deposits and disbursements. The Contractor will provide professional banking services, ensure timely and accurate reconciliation of the various investment and disbursement bank accounts and provide professional investment advice to ensure maximum return on investments while preserving principal.

C6. Specific Tasks – The Contractor shall:

C6.1 The Escrow Concentration Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Escrow Concentration Account will contain borrower escrow-related funds that have been directed by ACH transmissions from the U.S.

Treasury. The Escrow Concentration Account will be capable of receiving and disbursing ACH and wire transfers and allow movement of funds amongst the other below listed USDA – RD – CSC bank and custody accounts. A balance of $8.0 million is targeted in the account on a daily basis. This balance fluctuates based on cash flow, cyclical disbursement cycles and short term investment trends. All balances will be invested nightly in a Money Market Mutual Fund that contains 100% U.S. Treasury Securities or a Contractor NOW Account preapproved by the USDA – RD – CSC Investment Committee. The Escrow Concentration Account shall have overdraft protection. In the event of an overdraft, the Contract Manager or designee will call COR or designee to fund the shortfall. At month-end all associated banking fees incurred by the Escrow Concentration Account from services utilized will be deducted from the USDA – RD – CSC Net Income Account after written direction from the COR or designee. All income earned from investments in the Escrow Concentration Account will be moved to the USDA – RD – CSC Net Income Account at month-end.

C6.2 The Escrow Disbursement Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Escrow Disbursement Account will be established as a controlled disbursement, ZBA that USDA – RD - CSC checks are drawn against.

USDA – RD - CSC routinely disburses checks payable to taxing authorities, insurance carriers, etc., on-behalf of escrow borrowers and other miscellaneous disbursements for USDA – RD - CSC. There shall be two check presentment clearings for the Escrow Disbursement Account each business day. At the end of each day, the gross amount of the check presentments is swept from the Escrow Concentration Account. An average of 70,000 checks is disbursed annually for an approximate total of $85.0 million. At month-end all associated banking fees incurred by the Escrow Disbursement Account from services utilized will be deducted from the USDA – RD – CSC Net Income Account after written direction from the COR or designee.

C6.3 Provide a compact disk (CD) monthly that contains images (front and back) of USDA - RD - CSC checks that have cleared the Escrow Disbursement Account. The contractor shall provide written instructions and the software required to view the check images. The contractor shall provide the CD’s no later than the 12th calendar day of the following month. The software shall be compatible with Windows XP.

C6.4 Provide on-line access to allow for Escrow Disbursement Account check voids and stop payments processing. The contractor shall provide written instructions and the software required to accomplish each function on-line. The software shall be compatible with Windows XP.

C6.5 The USDA – RD – CSC Borrowers Escrow Funds Custody Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Borrowers Escrow Funds Account contains borrower escrow-related funds and is invested in “second tier” investments (i.e., individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S.

Treasury Securities). The funds invested in this custody account are moved to/from the Escrow Concentration Account (greater than the targeted $8.0 million dollar balance) after receiving written instructions from the COR or designee. As individual investments mature and/or new funds are deposited, the COR or designee will discuss with the service provider’s investment advisor a new investment vehicle and maturity. At month-end all associated custody and asset management fees incurred by the Borrowers Escrow Funds Custody Account will be forwarded to the COR or designee for review and direction will be given by COR or designee to deduct these charges from the USDA – RD – CSC Net Income Account. All income earned from investments in the Borrowers Escrow Funds Custody Account will be moved to the USDA – RD – CSC Net Income Account at month-end.

C6.6 The USDA – RD – CSC Net Income Custody Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Net Income Custody Account contains USDA – RD – CSC net income and is invested in individual U.S. Treasury Bills and/or a Money Market Mutual Fund that contains 100% U.S. Treasury Securities. As individual investments mature and/or new funds are deposited, the COR or designee will discuss with the service provider’s investment advisor a new investment vehicle and maturity. The income earned from the Escrow Concentration Account and the custody account(s) are automatically deposited to this account monthly, as well as, the associated Contractors monthly fees deducted for the primary Escrow Concentration Account and all other associated sub-accounts after review and approval by the COR or designee.

C6.7 The USDA – RD – CSC EFT Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The EFT Account is a sub-account of the USDA – RD – CSC Escrow Concentration Account. The EFT Account is utilized to disburse new loan closing funds via electronic fund transfer (ACH and wire transfer) to pre-approved mortgage loan closing agents. USDA – RD – CSC prepares each business day a data file that contains detailed ACH transmission information (i.e., payee name, bank ABA number, dollar amount of transactions, addenda information, etc.) for mortgage closing agents. This ACH processing file is transmitted to the contractor each day at approximately noon. A separate “funding” ACH transaction is directed from the USDA – National Finance Center (NFC) to the EFT Account for each daily gross disbursement dollar amount. Currently, USDA – RD transmits approximately 800 ACH transmissions at $100,000 per ACH transmission a month. The contractor shall provide a guarantee, in excess of FDIC insurance coverage, for funds disbursed to closing agents on all new loans originated by USDA – RD. The conditional guarantee pertains only to loss of U.S. Government funds if such loss is due to failure of the financial institution with which the closing agent has deposited the loan funds.

The contractor shall list payment premiums (of the additional coverage indicated above) with the other monthly banking fees. At month-end all associated banking fees incurred by the EFT Account from services utilized will be deducted from the USDA – RD – CSC Net Income Account after written direction from the COR or designee.

C6.8 The USDA – RD – CSC Escrow Voucher Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Escrow Voucher Account is a sub-account of the Escrow Concentration Account. The Escrow Voucher Account was established to receive electronic fund transfers (ACH and wire transfer). Escrow Vouchers are requested primarily by the Escrow Operations Branch and directed from the USDA – National Finance Center (NFC).

The Escrow Voucher Account allows for ease of receipt, posting, reconciliation and sweep into the Escrow Concentration Account nightly. At month-end all associated banking fees incurred by the Escrow Voucher Account from services utilized will be deducted from the USDA – RD – CSC Net Income Account after written direction from the COR or designee.

C6.9 The USDA – RD – CSC Emergency Disbursement Account must be established and operational by October 10, 2012, 8:00 AM (CST) or no more than two weeks after contract award (whichever is later). The Emergency Disbursement Account is a sub-account of the USDA – RD – CSC Escrow Concentration Account.

The Emergency Disbursement Account is a controlled disbursement account that is established to disburse manual checks in an emergency when the loan servicing platform is down and checks cannot be initiated from the Escrow Disbursement Account. Contractor shall provide manual check stock for this purpose. Checks disbursed from this account are funded from the Escrow Concentration Account. At month-end all associated banking fees incurred by the Emergency Disbursement Account from services utilized will be deducted from the USDA – RD – CSC Net Income Account after written direction from the COR or designee.

C6.10 Reporting and Reconciliation – The contractor shall provide a hard copy monthly account analysis of services provided with associated volumes and cost on each bank account established and maintained for USDA

– RD this document will be reviewed by the COR or designee and upon agreement of monthly fees written authorization will be directed to contractor for the total fee amount to be deducted from the USDA – RD – CSC Net Income Account. These hard copy reports shall be provided no later than the 12th calendar day of the following month.

C6.11 Daily Processing and Monthly Reconciliation Software – The contractor shall provide software, written instructions and training that will allow USDA – RD to access all banking requirements listed above on-line.

Any upfront or one-time charges by contractor for this software, training or access should be documented and presented to the CO in the initial proposal.

C6.12 Investment Services – The contractor shall provide professional investment advice that will meet our investment objectives. The contractor supplied investment advisors shall have expertise in preservation of principal in the U.S. Treasury securities forum.

C6.13 Investment Meetings – The contractor supplied investment advisors, banking services account representative and appropriate contractor support staff shall meet with USDA – RD – CSC officials approximately every 3 to 4 months to discuss U.S. economic and investment market trends, Federal Reserve Board decisions, current and projected U.S. Treasury yields, etc. Additionally, any USDA – RD bank account servicing issues will be discussed and resolved at these meetings (RD-FO-01-03).

C6.14 Investment Funds Authority – The investment advisors shall propose sound investment advice to meet USDA – RD capital preservation goal. The COR or designee shall have the authority to approve final investment decisions which follow USDA – RD – CSC Investment Policy Board guidelines. The contractor shall provide the name and contact information for the key contact for investment transactions.

C6.15 Account Reconciliation Plan (ARP) Contractor Contacts - The contractor shall provide the names and contact information for the key contact for ARP purposes. A hard copy shall be provided of the “Full” ARP reports for the USDA – RD – CSC Escrow Concentration, Escrow Disbursement and Emergency Disbursement Accounts monthly. These hard copy reconciliations shall be provided no later than the 12th calendar day of the following month.

C6.16 Communications Software – The contractor shall provide USDA – RD with necessary data transmission configurations and/or software that will allow bank information and transactions to be processed and communicated between contractor and USDA – RD. Any upfront or one-time charges by contractor for this software, training or access should be documented and presented to the CO in the initial proposal.

Currently, USDA – RD utilizes Windows XP for remote PC usage.

C6.17 Contractor Facility Access – The contractor shall allow access to contractor transaction processing site(s) and USDA – RD record/transactions for the CO, COR (or designee), or third-party auditor.

C6.18 Meetings – The CO, COR or Contract Manager may request a meeting as deemed necessary. Written minutes of such meetings shall be recorded and signed by the CO, COR or Contract Manager. If the contractor does not concur with any portion of the minutes, such non-concurrence shall be provided to the CO, COR or Contract Manager within 10 calendar days following receipt of the minutes.

End of Section C

SECTION D

PACKAGING AND MARKING

(NOT APPLICABLE)

SECTION E

INSPECTION AND ACCEPTANCE

E1. CLAUSES INCORPORATED BY REFERENCE 52.252-2 (FEB 1998) this contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer (CO) will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.246-1 CONTRACTOR INSPECTION REQUIREMENTS (APR 1984)

52.246-4 INSPECTION OF SERVICES-FIXED PRICE (AUG 1996)

52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984)

E2. AGAR 452.246-70 INSPECTION AND ACCEPTANCE (FEB 1988)

(a) The CO or the Contracting Officers Representative (COR) will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed at:

USDA – RD – CSC

4300 Goodfellow Blvd.

Bldg. 105-E, FC-243 Saint Louis, MO 63120

E3. RESPONSIBILITY FOR INSPECTION AND ACCEPTANCE

NOTE: All services performed and deliverables provided are subject to final contractual acceptance by the CO.

Any acceptance provided by the COR is subject to this final CO acceptance.

The COR will be responsible for performing inspection and acceptance testing of the modifications and ensuring that adequate records are kept to support acceptance or rejection. The COR will, prior to acceptance, inspect and be responsible for testing all software modified or developed under this contract. Inspection shall be in accordance with the Clauses stated in this section. Acceptance testing will be performed by the COR.

The scope and nature of testing will be determined by the COR to ensure the completeness and adequacy of the software modifications.

E4. RESTRICTION LIMITING INSPECTION

The contractor shall not include restrictive clauses (e.g., as part of a warranty or license agreement) or include technical restrictions that might effectively limit the USDA – RD’s rights to inspection.

END OF SECTION E

http://www.arnet.gov/far�

SECTION F

DELIVERIES AND PERFORMANCE

F1. CLAUSES INCORPORATED BY REFERENCE 52.252-2 (FEB 1998) this contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer (CO) will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far

52.242-15 STOP WORK ORDER (AUG 1989)

F2. PERIOD OF PERFORMANCE

The period of performance of this Statement of Work (SOW) is from Contract Award through September 30, 2013, with four option years:

Base Period (Date of Award – September 30, 2013) Option Period 1 (October 1, 2013 – September 30, 2014) Option Period 2 (October 1, 2014 – September 30, 2015) Option Period 3 (October 1, 2015 – September 30, 2016) Option Period 4 (October 1, 2016 – September 30, 2017)

All days mentioned in this SOW are expressed as business days which are defined as Monday through Friday, excluding weekends and Federal holidays.

F3. DELIVERY LOCATION AGAR 452.247-70 (FEB 1988)

Shipment of hard copy deliverable items shall be to:

USDA – RD – CSC

4300 Goodfellow Blvd.

Bldg. 105-E, FC-243 Saint Louis, MO 63120

F3. ELECTRONIC DELIVERIES

Electronic deliverables items shall be to:

Kansas City Computer Center Kansas City, MO

F4. DELIVERY SCHEDULE

The contractor shall provide on-line access to USDA – RD bank account balances, ACH and wire transfer transmission capabilities, void and stop payment of disbursed checks, positive pay monitoring and action (acceptance or rejection), check presentment totals, etc. on a daily basis. Account analysis statements, USDA – http://www.arnet.gov/far�

RD bank statement activity, Account Reconciliation Plan (ARP) reporting shall be provided as hard copies within 12 calendar days after the end of the reported month.

END OF SECTION F

SECTION G

CONTRACT ADMINSTRATION DATA

G1. BILLING

An account analysis statement detailing the monthly banking services volumes with the associated contractual fees for services less any offsetting compensating balances will be submitted in duplicate within 12 calendar days after the end of the reported month. In addition, any custody and investment management fees billed on USDA – RD funds invested in individual U.S. Treasury Bills will be submitted in duplicate within 12 calendar days after the end of the reported month. Invoices shall be submitted (via mail or electronically) listing the Contract number to:

USDA – RD – PMD

Contracts Operations Branch 1400 Independence Ave., S.W.

Mail Stop 0741 Washington, DC 20250 Attention: Aleseia D. Saunders (CO) Email: Aleseia.Saunders@usda.gov

(202) 692-0354

NOTE: This contract is administered as a “self-funded” contract where all fees (i.e., banking services, custody and investment management) are paid, after review by COR, from the accumulated funds in the USDA – RD – CSC Net Income Account located at contractor.

G2. ADMINSTRATION

This contract will be administered by Aleseia D. Saunders (Contracting Officer) at:

USDA – RD – PMD

Contracts Operations Branch 1400 Independence Ave., S.W.

Mail Stop 0741 Washington, DC 20250 Attention: Aleseia D. Saunders (CO) Email: Aleseia.Saunders@usda.gov

(202) 692-0354

G3. TECHNICAL DIRECTION/CONTRACTING OFFICER’S REPRESENTATIVE

Performance of the work herein shall be subject to the technical direction of the COR or their duly authorized representative. As used herein, technical direction encompasses directions to the contractor which fill in details or otherwise complete the general description of the work set forth above. These directions must be within the general scope of the work set forth above and may not be of such a nature as to constitute an increase in the amount of, or time required, for completion of the work under this contract , or affect any other provisions hereof without prior written approval of the CO.

END OF SECTION G

mailto:Aleseia.Saunders@usda.gov� mailto:Aleseia.Saunders@usda.gov�

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H1. GOVERNMENT FURNISHED PROPERTY AND SERVICES

No governmental property or services are provided to the contractor for the purposes of contract performance.

If the government determines at any time during the contract performance that property or services shall be provided, such property or services shall be provided and documented by issuance of a contract modification.

H2. PHYSICAL SECURITY

(a) Safeguarding Assets – The contractor shall be responsible for safeguarding all government property including records and accounts.

(b) Internal Controls – The contractor will be responsible for internal controls surrounding the development, implementation and maintenance of USDA fiduciary accounts to protect against waste, fraud and abuse of government assets. This includes limiting physical access to said assets.

H3. HOURS OF OPERATION

The contractor shall deliver and perform all services during the business hours of 8:00 AM through 5:00 PM (CST), Monday through Friday, excluding the following Federal Government holidays as specified at 5 U.S.C.

6103.

New Years Day – January 1st Martin Luther King, Jr.’s Birthday – Third Monday in January President’s Day – Third Monday in February Memorial Day – Last Monday in May Independence Day – July 4th Labor Day – First Monday in September Columbus Day – Second Monday in October Veteran’s Day – November 11th Thanksgiving Day – Fourth Thursday in November Christmas Day – December 25th

H4. BUILDING SECURITY

(a) During the business hours of 8:00 AM through 5:00 PM (CST), Monday through Friday, the contractor’s personnel shall enter the Federal Government Complex in Saint Louis, MO through the main gate at 4300 Goodfellow Blvd., will be asked to show appropriate identification (a photo ID as outlined in the preceding paragraph), pass through an x-ray device, sign a log sheet upon entering and leaving the facilities and have any packages hand searched.

(b) Identification of the contractor’s personnel is required and may be requested by government personnel at any time while the contractor’s personnel are on the government premises. Upon contract award, the contractor’s personnel working on the government premises will be provided with ID badges to gain entry to the government complex. Photo badges shall be obtained from the Rural Development’s (RD) Security Section.

The name and phone number of the Security Officer will be provided after award (if appropriate).

H5. RESTRICTIONS AGAINST DISCLOSURE AGAR 452.237-75 (FEB 1988)

(a) The contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the government in the strictest confidence. The contractor agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the contractor’s possession, to those employee’s needing such information (i.e., on a “need to know” basis) to perform the work provided herein. The contractor agrees to immediately notify in writing, the Contracting Officer (CO) named herein, in the event that the contractor determines or has reason to suspect a breach of this requirement.

(b) The contractor agrees not to disclose any information concerning work under this contract to any individual unless prior written approval is obtained from the CO. The contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

H6. CONFIDENTIALITY OF INFORMATION (FEB 1988) 452.224-70

(a). Confidential information, as used in this clause, means: (1) information or data of a personal nature, proprietary about an individual, or (2) information or data submitted by or pertaining to an organization.

(b). In addition to the types of confidential information describe in (a) (1) and (2) above, information which might require special consideration with regard to the timing ot its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The CO and the contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the government will furnish to the contractor or that the contractor is expected to generate which is confidential. Similarly, the CO and the contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the “Disputes” clause.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) Confidential information, as defined in (a) (1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the CO of the contractor’s intent to release findings of studies or research, which have the possibility to adversely affect the public or USDA – RD, as described in (b) above. If the CO does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure. Disagreements not resolved by the CO and contractor will be settled pursuant to the “Disputes” clause.

(g) Whenever the contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the contractor shall obtain a written determination from the CO prior to any release, disclosure, dissemination, or publication.

(h) The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State, or Local Government laws.

H7. KEY PERSONNEL AGAR 452.237-74 (FEB 1988)

(a) The contractor shall assign to this contract the following key personnel: Two Contract Managers. The first Contract Manager is the primary “banking services” account representative. The second Contract Manager is the primary “custody and asset management” account representative. The contractor shall provide the names, a complete resume of the two Contract Managers and any additional information requested by the CO.

(b) During the first ninety (90) days of performance, the contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death or termination of employment. The contractor shall notify the CO within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the contractor shall submit the information required by paragraph (c) to the CO at least 15 calendar days prior to making any permanent substitutions.

(c) The contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes of the proposed substitutes, and any additional information requested by the CO. Proposed substitutes should have comparable qualifications to those of the person being replaced. The CO will notify the contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

H8.DUPLICATION OF DOCUMENTATION

USDA – RD reserves the right to duplicate freely any documentation provided in conjunction with the resulting contract for its internal use. This includes, but is not limited to, all documentation listed herein.

USDA – RD personnel, including its staff or consultants, working under this contract will agree not to reveal to any person or entity any of the trade secrets or confidential information concerning the contractor’s products, design methods, know-how techniques, system processes, software programs, works of authorship, projects, plans, or proposals except as may be required in the ordinary course of performing USDA – RD duties and only on a “need to know” basis, provided the contractor has clearly identified, and put USDA – RD on written notice, that the release of specific documentation is restricted.

H9. NEWS RELEASE LIMITATION

No news releases pertaining to this contract or subsequent delivery orders shall be made without prior written approval from the USDA – RD, and then only in coordination with the CO.

H10. USE OF USDA’s NAME OR CONTRACTUAL RELATIONSHIP IN ADVERTISEMENT

The contractor agrees not to refer to awards of contracts from USDA – RD in commercial advertising. The contractor also agrees not to distribute or release any information that states or implies that USDA – RD endorses, uses, or distributes the contractor’s products or services without prior approval in writing from the

CO.

H11. LIMITED DISTRIBUTION OR USE OF CERTAIN DATA INFORMATION

Performance of this contract may require the contractor to have access to and use of data and information that may be considered proprietary by other customers, or that may otherwise be of such a nature that its dissemination or use, other than in performance of this contract would be adverse to the interest of the USDA – RD and others.