DU100G-12-R-0004-0001.pdf

(x)

DU100G-12-R-0004

x x copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

WASHINGTON DC 20410-1000

ROOM 5256

NPG

451 SEVENTH STREET SW

OFFICER

OFFICE OF THE CHIEF PROCUREMENT

US DEPARTMENT OF HUD

WASHINGTON DC 20410-1000

ROOM 5256

NPG

451 SEVENTH STREET SW

OFFICER

OFFICE OF THE CHIEF PROCUREMENT

US DEPARTMENT OF HUD

04/05/2013000001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

03/11/2013

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is to change the following:

1) Extend the proposal due date from 11:00 am on 4/11/2013 to 11:00 am on 4/18/2013.

2) Delete Attachment 1 – Subcontracting Plan Template

3) Change the form used from an SF 1449 to an SF 33.

4) Include the Past Performance Evaluation Survey to Section L

5) L.2 is amended to include additional language

6) Incorporate Section L.3 Proposal Content

7) Incorporate Section L.4.1 thru L.4.5

All Changes to the RFP are highlighted in yellow

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

Paula P. Smith

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

DU100G-12-R-0004

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

1 63

000001

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

MSPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

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

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

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

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

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

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

04/05/2013 X

NPG

US DEPARTMENT OF HUD

OFFICE OF THE CHIEF PROCUREMENT

OFFICER

451 SEVENTH STREET SW

ROOM 5256

WASHINGTON DC 20410-1000

WASHINGTON D.C. 1100 ES 04/18/2013

James W. Wuest 202 James.W.Wuest@hud.gov

402-3512

PAGE(S)

Paula P. Smith

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

Amendment 0001 Global Investors

SECTION A – SOLICITATION/CONTRACT FORM

THIS PAGE IS INTENTIONALLY LEFT BLANK

Global Investors

PART I – THE SCHEDULE

SECTION B - PRODUCTS OR SERVICES AND PRICES/COSTS

B.1 CONTRACT DESCRIPTION

The purpose of this requirement is to provide a full range of advisory services to include facilities, personnel and all required resources to assist Ginnie Mae in accomplishing the objectives of the Global Investor program. This vehicle will help to increase Ginnie Mae’s access to the global official and private institutions investor community, to provide better international client services, and to position Ginnie Mae as a market leader in attracting global financial capital. This will allow the Capital Markets group to better serve Ginnie Mae’s global investor community, to attract and further increase the flow of global capital into the U.S. housing finance markets, and as a result significantly contribute towards Ginnie Mae’s mission to support expanded affordable housing in the U.S.

B.2. CONTRACT TYPE

The awarded contract will be a hybrid type contract composed of both Time and Material (T&M) and Cost Reimbursement Contract Line Items (CLIN’s) for Global Investor Services, which is being conducted under FAR Part 15 Full and Open Competition. This is an Indefinite Delivery Indefinite Quantity (IDIQ) type contract, supporting the U.S. Department of Housing and Urban Development’s (HUD), Government National Mortgage Association's (Ginnie Mae) Office of Capital Markets.

The Government’s intent is to award a single award utilizing FAR Part 15 of the Federal Acquisition Regulation.

B.3. PRICING SCHEDULES

The tables listed in Section B.6 shall contain loaded hourly rates. The Time & Material rates shall direct labor hours at specified fixed hourly rates that include wages, overhead, general and administrative expenses, and profit.

B.4. PRICING TERMS

The unit prices specified in labor hour task order shall be fixed for the task order period of performance and shall not be subject to adjustment; except, as a result of a direct action or inaction by the Government which delays the Contractor from completing the task order within the time specified in the task order. However, in no event shall the Contractor perform, or be paid for any work which exceeds the not-to exceed dollar amount of a task order.

B.5 AUTHORIZED ORDERING OFFICIALS

U.S. Department of Housing & Urban Development, Office of the Chief Procurement Officer, Contracting Officers and the Government Technical Representative are authorized as ordering officials to place task orders under this contract.

Global Investors

B.6 PRICING SCHEDULE

BASE PERIOD

CLIN

Labor Category Estimated

Hours

Loaded Hourly

Rate Yearly Total

0001 Global Market Analysis (Task 3.1- This is a T&M line item)

Associate

Vice President Senior Vice President

Managing Director

Administrative Staff

Total for CLIN 0001 NTE 4,450

Travel (Task 3.2)

NTE $

90,000.00

Material

NTE

$10,000.00 Total

OPTION PERIOD 1

CLIN

Labor Category Estimated

Hours

Loaded Hourly

Rate Yearly Total

0101 Global Market Analysis (Task 3.1- This is a T&M line item)

Associate

Vice President Senior Vice President

Managing Director

Administrative Staff

Total for CLIN 0101 NTE 4,450

Travel (Task 3.2)

NTE $

90,000.00

Material

NTE

$10,000.00 Total

Global Investors

OPTION PERIOD 2

CLIN

Labor Category Estimated

Hours

Loaded Hourly

Rate Yearly Total

0201 Global Market Analysis (Task 3.1- This is a T&M line item)

Associate

Vice President Senior Vice President

Managing Director

Administrative Staff

Total for CLIN 0201 NTE 4,450

Travel (Task 3.2

NTE $

90,000.00

Material

NTE

$10,000.00 Total

OPTION PERIOD 3

CLIN

Labor Category Estimated

Hours

Loaded Hourly

Rate Yearly Total

0301 Global Market Analysis (Task 3.1- This is a T&M line item)

Associate

Vice President Senior Vice President

Managing Director

Administrative Staff

Total for CLIN 0301 NTE 4,450

Travel (Task 3.2)

NTE $

90,000.00

Material

NTE

Global Investors

OPTION PERIOD 4

CLIN

Labor Category Estimated

Hours

Loaded Hourly

Rate Yearly Total

0401 Global Market Analysis (Task 3.1- This is a T&M line item)

Associate

Vice President Senior Vice President

Managing Director

Administrative Staff

Total for CLIN 0401 NTE 4,450

Travel (Task 3.2)

NTE $

90,000.00

Material

NTE

Global Investors

SECTION C- DESCRIPTION/SPECIFICATION/STATEMENT OF OBJECTIVES

Statement of Objectives (SOO)

C.1 INTRODUCTION

The Government National Mortgage Association (Ginnie Mae) is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development (HUD). Its mission is to expand affordable housing in the U.S. by channeling global capital into the nation’s housing finance markets. Through its single-class and multiclass Mortgage-Backed Securities (MBS) Programs, Ginnie Mae guarantees privately issued securities backed by pools of mortgages insured or guaranteed by the FHA, VA, RD, and PIH. Ginnie Mae has played a pivotal role during the housing crisis as it provided liquidity to the U.S. housing market.

As of July 2010, Ginnie Mae’s guaranteed MBS outstanding balance exceeded $1 trillion. A majority of the holders of these securities are global investors based outside of the US, accounting for roughly

50% of the recent growth in the Ginnie Mae market. With the tremendous increase in global demand, Ginnie Mae requires a global advisor (“Contractor”) that shall provide global capital markets related services to increase Ginnie Mae’s access to the global investor community, to provide better international client services, and to position Ginnie Mae as a market leader in attracting global financial capital.

This contract will contribute towards Ginnie Mae’s housing finance programs by providing valuable insight into the investor community, effective business development strategies, and tactical guidance to Ginnie Mae. This will allow Ginnie Mae to better serve its global investor community, to attract and further increase the flow of global capital into the US housing finance markets, and as a result significantly contribute towards Ginnie Mae’s mission to support expanded affordable housing in the

U.S.

The contractor shall be a Global Asset Manager with $50 billion in fixed income, specially Ginnie

Mae and Agency MBS assets under management. The contractor shall demonstrate experience in supporting sophisticated clients and scale across multiple fixed income portfolios and advisory, especially mortgage-backed security assets in multiple continents including Europe, Middle East and specially Asia. The following is a statement of objectives addressing the requirements of the

Contractor in providing global capital markets related services to Ginnie Mae.

C.2 SCOPE

The Contractor shall provide a full range of advisory services and related facilities, personnel, and all else necessary to assist Ginnie Mae in accomplishing the objectives of the Global Investor program.

These services should include, but are not limited to, producing deliverables in the form of reports and recommendations, providing the necessary personnel (professional and technical) and facilities (use of office space and equipment), and providing other miscellaneous support services.

The Contractor shall have global capabilities and expertise in the areas of structured finance, mortgage market evaluation, strategic advisory, and client relationship management. The Contractor shall have strong working and advisory relationships with the worldwide investor community, both domestic and

Global Investors international. The Contractor shall further have strong macro view, understand today’s global market dynamics, provide high quality services, and have domicile presence with a well-established client base internationally.

C.3 OBJECTIVES

The primary objective of this contract is to increase Ginnie Mae’s access to the global official and private institutions investor community, to provide better international client services, and to position

Ginnie Mae as a market leader in attracting global financial capital.

The following detailed objectives must be fulfilled by the Contractor in order to accomplish the overall primary objective stated above.

C.3.1 Global Investor Services

C.3.1a Global Market Analysis

Objective: To present in writing current top-down, current global macro-economic trends and market insights that are impacting the Official Institutions, Sovereign Wealth institutions, and private-sector institutions having or considering investment allocation in the MBS sector due to the changing dynamics of the global structured finance market. In order to provide regular updates and customized analysis of current trends, market outlook, and changing dynamics related to the general market by the

5th of each month, the Government has a requirement to provide monthly reporting of any impact on

Ginnie Mae’s products.

C.3.1b Global Investors Information

Objective: To obtain market-based and market driven perspectives of global investors in the structured finance market segment and understand their preferences and needs. The Government has the need for a monthly analytical report by the 5th of each month on global investors that include a list of institutional and non-institutional investors, the drivers of investor demands, and primary factors that affect their investment decisions as well as on Ginnie Mae’s investment holdings by major Ginnie

Mae investors broken down in different categories that include, but not limited to, product type, structure, and region. The reports shall be based on varying market conditions.

C.3.1.c Business Development Strategies

Objective: To broaden Ginnie Mae’s global reach to the investor community around the world and increase the value and attractiveness of its mortgage products by better addressing and responding to the needs of global investors by providing an effective strategic plan annually with semi-annual updates for researching, developing and launching a new Ginnie Mae MBS program by September

2013. The Government has a need for monthly progress reports to be provided to the GTR. Progress reports shall include a detailed schedule, summarize the work completed to date, the next steps, any open items, contract budget awarded costs expended, and budget balance. The GTR and Contractor shall agree on the format to be used for the monthly progress reports. The Contractor shall provide other reports or information as requested by the GTR. The Government has a need to receive a

Global Investors quarterly report that includes creative analysis and innovative strategies on how best to increase

Ginnie Mae’s access to global investors. The report should have macro-economic foundations and incorporate forward-looking recommendations. The Government requires creative advisory services regarding how to better address the needs of global investors in its products and services and thereby allow Ginnie Mae to deliver additional value to investors. The Government has a need to develop, coordinate, and setup meetings and forums with global investors and facilitate effective interactions with Ginnie Mae. The Government requires assistance with any specialized invited conferences, seminars, symposiums and meetings both domestically and internationally, estimating 6 to 8 conferences annually. In the case of international events, the Contractor shall provide the necessary logistical advisory personnel and facilities (use of office space and equipment) that allow Ginnie Mae to conduct its research, preparation, and presentations in an effective and productive manner.

C.3.1.d Other Support Services

Objective: To fully support the objectives of this contract by including other miscellaneous support services that include, but are not limited to, preparing specialized materials, making presentations, taking meeting notes, and printing services, etc.

C.3.1.d(1) The Government requires the necessary personnel and equipment in the supporting capacity that will allow Ginnie Mae to fully manage and implement its tasks related to accomplishing the objectives in this contract.

C.3.2 Travel

General. The contractor will be reimbursed for all authorized travel costs in accordance with the Federal Travel Regulations. Local travel within the DC Metropolitan Area will not be reimbursed.

Performance of any travel necessary to complete work on any individual task order must be authorized in writing by the Contracting Officer or GTR prior to commencement of any trips.

C.4 SCHEDULE OF DELIVERABLES

Section Description of

Deliverable Method of Delivery/

Frequency

Provided To Due Date

C.3.1.a Global Market Analysis updates

Electronic/hard copy/monthly

GTR 5th of each month

C.3.1.b Analytical Report

Electronic/ monthly

GTR 5th of each month

C.3.1.b Ginnie Mae’s Investment Holdings Report

Electronic/hard copy/monthly

GTR 5th of each month

C.3.1.c Strategic Plan Electronic/hard copy/Annually with Semi- Annual updates

GTR Upon request

Global Investors

C.3.1.c Progress Reports

Electronic/hard copy/monthly

GTR 5th of each month

C.3.1.c Business Development Strategies

Electronic/hard copy

GTR First report due-30 days after contract award; remaining reports due the end of each quarter thereafter

C.3.1.d Other Support Services

Upon request GTR Upon request

C.5 AS112 LABOR CATEGORIES, UNIT PRICES PER HOUR AND PAYMENT

Associate: An individual with a minimum of one (1) year of recent experience performing economics, finance, analysis or modeling in the mortgage backed securities industry or related industry.

Vice President: An individual with a minimum of three (3) years of recent experience in the mortgage securities industry performing economics, finance, modeling, or analysis functions in the Mortgage industry.

Senior Vice President: An individual with a minimum of five (5) years of experience in supervising a group of employees to perform quality work in a timely manner pertaining to the review and analysis of government and private institutions engaged in mortgage finance, especially the secondary and capital markets. Possesses an understanding of Ginnie Mae’s Mortgage Backed securities programs, agency REMIC, SMBS and callable securities, and also experience in trading Ginnie Mae securities.

Managing Director: An individual with minimum of ten (10) years of experience in planning, coordinating and directing work pertaining to the review and analysis of government and private institutions engaged in mortgage finance, especially the secondary and capital markets. Possesses an understanding of Ginnie Mae’s Mortgage Backed securities programs, agency REMIC, SMBS and callable securities, and also experience in trading Ginnie Mae securities.

Administrative Staff: An individual with clerical or support skills to perform copying, file organization and reorganization, typing and other services required to successfully produce any final project deliverables required. Experience and knowledge of basic computer software is required.

Global Investors

SECTION D- PACKAGING AND MARKING

D.1 MARKING OF REPORTS

Unless otherwise specified in this contract, each written deliverable shall be marked with the following information on the cover:

The title of the Deliverable Date of Deliverable Contract Number - (provided at award) GTR’s Name and Number (provided at award)

D.2 AS 501 ENVIRONMENTALLY SAFE PACKAGING (NOV 1997)

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

Global Investors

SECTION E – INSPECTION AND ACCEPTANCE

E.1 CLAUSES INCORPORATED BY REFERENCE

NUMBER TITLE DATE

FAR 52.246-6 Inspection -- Time-and-Material and Labor-Hour MAY 2001

E.2 QUALITY REQUIREMENTS FOR SERVICES

Inspection of services associated with deliverables shall be based on an inspection of the deliverables.

All services rendered under this engagement shall maintain a high level of quality and integrity in providing strategic advisory services and executing Ginnie Mae’s clients’ transactions that meet the standards of a leading financial institution. The services provided must exhibit an uncompromising determination to achieve excellence in everything undertaken. This spirit is embodied in Ginnie Mae’s core values of client focus, integrity, meritocracy, excellence, entrepreneurial spirit and teamwork.

The Contractor shall meet the following quality requirements for all deliverables under this contract:

98% accuracy containing 2% or fewer spelling, grammar or mathematical errors. None of the errors may have a bearing or impact on the content or outcome of the deliverable.

100% accuracy of the facts presented in the deliverable, each fact supported by working papers or traceable documentation.

100% completeness to the scope and depth specified in the Performance Work Statement

(PWS).

100% on time delivery of deliverables in accordance with the due dates established in the deliverables schedule.

E.3 REQUIREMENT FOR CORRECTIVE ACTION

The Government, or any designated representative, shall have access to review all work during the course or upon completion of any work performed under this contract. Based on this review and any findings of substandard work, the Contractor shall correct the substandard work without additional costs to the Government. The correction shall not limit in any way the Government’s rights or remedies with any associated dispute or contract breach.

E.4 CONTRACT AUDIT REVIEW

The Contractor shall participate and fully cooperate with Ginnie Mae’s contract inspection performed by a contractor performing Ginnie Mae work and the contractor shall provide all relevant information including proprietary data, sensitive source selection data, and all relevant information to Ginnie

Mae’s inspector as appropriate. The Contractor shall cooperate with all inspections and resolve all findings to Ginnie Mae’s satisfaction within funding limitations for the line items established in

Section B of this contract. The Contractor agrees that the Government may deduct any monetary discrepancies from any invoices submitted by the Contractor as offsets to financial problems identified as part of the inspection that were caused by the Contractor's nonconformance with contract requirements.

Global Investors

SECTION F – DELIVERIES OR PERFORMANCE

F.1 CLAUSES INCORPORATED BY REFERENCE

NUMBER TITLE DATE

FAR 52.242-15 STOP-WORK ORDER AUG 1989

FAR 52.242-17 GOVERNMENT DELAY OF WORK APR 1984

FAR 52.247-34 F.O.B. DESTINATION NOV 1991

F.2 HUDAR 2452.211-70 EFFECTIVE DATE AND CONTRACT PERIOD (FEB 2006)

(a) This contract shall be effective from (insert at award), through 12 months.

(b) The contractor shall complete all work including all deliveries by (insert at award), if all options are exercised.

(c) Delivery dates for specific services and deliverables shall be as set forth in the Schedule.

(d) In accordance with the clause at 52.217-9, “Option to Extend the Term of the Contract”, the contract may be extended for the following periods:

Option Period 1 - insert at award, a 12 month period

Option Period 2 - insert at award, a 12 month period

Option Period 3 - insert at award, a 12 month period

Option Period 4 - insert at award, a 12 month period

F.3. PLACE OF PERFORMANCE

The place of performance for this Contract will be the Contractor’s work site. However, performance may require travel and work performed at HUD facilities, work sites in the Washington, DC metropolitan area, or international travel may be required.

Global Investors

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 PAYMENT SCHEDULE AND INVOICE SUBMISSION

1. General: The Government shall pay the Contractor as full compensation for all work required, performed and accepted under this contract, inclusive of all costs and expenses, the prices stated in

Section B of this Contract.

2. Payment Schedule: Monthly payment will be made upon completion and conditional acceptance of all work completed the previous month under the applicable Contract Line Item Numbers (CLINS’).

3. Submission of Invoices: To constitute a proper invoice, the invoice must include all items required by FAR clause 52.232-25, “Prompt Payment.” Invoices shall be submitted as follows to the Controller, Government National Mortgage Association, 451 7th St., SW, Room B133-PC-3rd Floor, Washington, DC 20410. In addition, each invoice must include the following information:

1. Vendor Invoice Number

2. Task Order Number; if applicable

3. Ginnie Mae Tracking Number

4. CLIN, Item description, Quantity, Fixed unit Rate and Total Price for each CLIN for the respective Compliance Reviews CLIN, Labor Category, Number of hours worked for each Labor Category and the Fixed Unit Labor Hour Rate for each Labor Category, Extended Amount for each Labor Category and Total Price for the CLIN, Labor Categories for specialized Reviews

5. CLIN, Travel Costs and an Itemized breakdown of costs incurred

6. CLIN, Other Direct Costs (ODC’s) and an Itemized breakdown of costs incurred

7. Billing Period

8. Total Task Order Value

9. Total amount Obligated

10. Total amount obligated by line item

11. Total amount invoiced by line item

12. Total amount invoiced

13. Cumulative amount billed by line item

14. Cumulative amount paid by line item

15. Remaining amount available (Item 10 – Item 15)

16. Monthly report that summarizes all activities completed during the invoice period, including deliverables, dates delivered, etc.

17. The monthly report shall contain the certificate of conformance required by FAR 53.246.15.

The certificate shall cover all activities completed during the month

18. TIN

All invoices submitted for payment without the above information and data will be returned as improper, thus delaying payment.

Remittance Information: The Contractor shall provide the payment office with all information required by FAR clause 52.232-33, "Mandatory Information for Electronic Funds Transfer Payment,"

52.232.34, "Optional Information for Electronic Funds Transfer Payment".

Global Investors

For mail sent through the US Postal Service

Ginnie Mae Office of Finance

451 7th Street, SW

Room B-133, PC 3rd Floor

Washington, DC 20410

ATTN: Controller

For mail sent by UPS, FedEx, or courier

Ginnie Mae

Office of Finance, ATTN: Controller

550 12th Street, SW

3rd Floor, Potomac Center South Tower

Washington, DC 20024

Approval of payments for invoices or vouchers is delegated to the Government Technical

Representative (GTR). The Contractor shall authenticate invoices or vouchers as required by the

GTR.

G.2 HUDAR 2452.237-73 CONDUCT OF WORK AND TECHNICAL GUIDANCE (FEB

2006)

(a) The Government Technical Representative (GTR) for liaison with the contractor as to the conduct of work is (Insert at award) or a successor designated by the Contracting Officer. The Contracting

Officer will notify the contractor in writing of any change to the current GTR's status or the designation of a successor GTR.

(b) The GTR will provide guidance to the contractor on the technical performance of the contract.

Such guidance shall not be of a nature which:

(1) Causes the contractor to perform work outside the statement of work or specifications of the contract;

(2) Constitutes a change as defined in FAR 52.243-1;

(3) Causes an increase or decrease in the cost of the contract;

(4) Alters the period of performance or delivery dates; or

(5) Changes any of the other express terms or conditions of the contract.

(c) The GTR will issue technical guidance in writing or, if issued orally, he/she will confirm such direction in writing within five calendar days after oral issuance. The GTR may issue such guidance via telephone, facsimile (fax), or electronic mail.

Global Investors

(d) Certain of the GTR's duties and responsibilities may be delegated to one or more Government

Technical Monitors (GTMs) (see HUDAR subpart 2402.1). The Contracting Officer will notify the contractor in writing of the appointment of any GTMs.

(e) Other specific limitations: N/A

(f) The contractor shall promptly notify the Contracting Officer whenever the contractor believes that guidance provided by any government personnel, whether or not specifically provided pursuant to this clause, is of a nature described in paragraph (b) above.

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SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 AS 1301 INCORPORATION OF SUBCONTRACTING PLAN NOV 1997

The Contractor’s approved subcontracting plan, (dated, Insert at award) is a material part of this contract and is hereby incorporated by reference.

H.2 PUBLICIZING AWARDS

The Contractor or anyone acting on behalf of the Contractor shall not refer to this contract in any news release or commercial advertising without first obtaining written consent from the President of Ginnie Mae. The Contractor agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the product or services is endorsed or preferred by the Federal Government or is considered by the Government to be superior to other products or services.

H.3 CONTRACTOR FURNISHED PROPERTY

The contractor shall furnish the necessary facilities, material, equipment and services to assist Ginnie

Mae in accomplishing the objectives of the Global Investor program set forth in the Performance

Work Statement, and in accordance with the loaded hourly labor rates, labor categories and estimated hours established in the Basic Contract.

H.4 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS)

HUD uses CPARS to evaluate and record vendor performance in an electronic database. CPARS is a web-enabled application that collects and manages the library of automated CPARs. A CPAR assesses a contractor's performance and provides a record, both positive and negative, on a given contractor during a specific period of time. The CPARS site is located at:

http://www.cpars.csd.disa.mil/cparsmain.htm

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Part II- CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

I.1 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 Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address (es):

http://www.hud.gov http://www.hud.gov/offices/cpo/hudar.cfm http://farsite.hill.af.mil/vfhudara.htm http://www.arnet.gov/far/loadmainre.html

NUMBER TITLE DATE

52.202-1 DEFINITIONS JAN 2012

52.203-3 GRATUITIES APR 1984

52.203-5 COVENANT AGAINST CONTINGENT FEES APR 1984

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT

SEP 2006

52.203-7 ANTI-KICKBACK PROCEDURES OCT 2010

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY JAN 1997

OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY

JAN 1997

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE OCT 2010

CERTAIN FEDERAL TRANSACTIONS

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT APR201

53.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST DEC 2011

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER MAY 2011

52.204-7 CENTRAL CONTRACTOR REGISTRATION FEB 2012

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

JAN 2011

52.204-10 REPORTING FIRST TIER SUBCONTRACT AWARDS AND FEB 2012

EXECUTIVE COMPENSATION

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST DEC 2010

WHEN SUBCONTRACTING WITH CONTRACTORS

DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

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52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS FEB 2012

52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE APR 1991

52.215-2 AUDIT AND RECORDS—NEGOTIATION OCT 2010

52.215-8 ORDER OF PRECEDENCE--UNIFORM CONTRACT FORMAT OCT 1997

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS JAN 2011

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN JAN 2011

52.219-16 LIQUIDATED DAMAGES-SMALL BUSINESS SUBCONTRACTING PLAN

JAN 1999

52.222-3 CONVICT LABOR JUN 2003

52.222-21 PROHIBITION OF SEGREGATED FACILITIES FEB 1999

52.222-26 EQUAL OPPORTUNITY MAR 2007

52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED SEP 2010

VETERANS, VETERANS OF THE VIETNAM ERA,

AND OTHER ELIGIBLE VETERANS

52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES OCT 2010

52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED SEP 2010

VETERANS, VETERANS OF THE VIETNAM ERA,

AND OTHER ELIGIBLE VETERANS

52.222-41 SERVICE CONTRACT ACT OF 1965 NOV 2007

52.222-50 COMBATING TRAFFICKING IN PERSONS FEB 2009

52.223-6 DRUG-FREE WORKPLACE MAY 2001

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING AUG 2011

52.224-2 PRIVACY ACT APR 1984

52.225-5 TRADE AGREEMENTS MAY 2012

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES JAN 2008

52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN

SANCTIONED ACTIVITIES RELATING TO IRAN NOV 2011

52.227-14 RIGHTS IN DATA—GENERAL DEC 2007

52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) JUN 1987

52.229-3 FEDERAL, STATE, AND LOCAL TAXES APR 2003

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR

CONTRACTS AUG 2005

52.232-8 DISCOUNTS FOR PROMPT PAYMENT FEB 2002

52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS APR 1984

52.232-17 INTEREST OCT 2010

52.232-23 ASSIGNMENT OF CLAIMS JAN 1986

52.232-25 PROMPT PAYMENT OCT 2008

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER--CENTRAL

CONTRACTOR REGISTRATION OCT 2003

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52.233-1 DISPUTES JUL 2002

52.233-3 PROTEST AFTER AWARD AUG 1996

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM DEC 1994

52.237-3 CONTINUITY OF SERVICES JAN 1991

52.242-1 NOTICE OF INTENT TO DISALLOW COSTS APR 1984

52.242-3 PENALTIES FOR UNALLOWABLE COSTS MAY 2001

52.242-13 BANKRUPTCY APR 1984

52.243-3 CHANGES-TIME-AND-MATERIALS OR LABOR HOURS SEP 2000

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS DEC 2010

52.245-1 GOVERNMENT PROPERTY (AUG 2010), ALTERNATE I APR 2012

52.246-6 INSPECTION-TIME-AND-MATERIAL AND LABOR HOUR MAY 2001

52.246-25 LIMITATION OF LIABILITY—SERVICES FEB 1997

52.249-6 TERMINATION (TIME AND MATERIAL) ALT IV SEP 1996

52.249-14 EXCUSABLE DELAYS APR 1984

52.253-1 COMPUTER GENERATED FORMS JAN 1991

I.2 FAR 52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND

DATA OTHER THAN CERTIFIED COST OR PRICING DATA – MODIFICATIONS

(a) Exceptions from certified cost or pricing data.

(1) In lieu of submitting certified cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable --

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Information on modifications of contracts or subcontracts for commercial items.

(A) If --

(1) The original contract or subcontract was granted an exception from certified cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and

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(2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item.

(B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include --

(1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

(2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation, access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data. If the Contractor is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

(1) The Contractor shall submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instruction contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.

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(2) As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

I.3 FAR 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the Government Technical Representative (GTR).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

I.4 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $100,000.00 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. The minimum amount to be ordered under this contract is a cumulative total of $100,000.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $20,000,000.

(2) Any order for a combination of items in excess of $20,000,000.

(3) A series of orders from the same ordering office within 5 days that together call for quantities exceeding the limitation in subparagraph (b) (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 15 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

I.5 FAR 52.216-22 - INDEFINITE QUANTITY (OCT 1995)

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(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after one year after the contract expiration.

I.6 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor no later than 10 days prior to the expiration of the contract.

I.7 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor no later than 30 days prior to the expiration of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

I.8 HUDAR 2452.203-70 PROHIBITION AGAINST THE USE OF FEDERAL

EMPLOYEES (FEB 2006).

In accordance with Federal Acquisition Regulation 3.601, contracts are not to be awarded to government employees or a business concern or other organization owned or substantially owned or controlled by one or more government employees. For the purposes of this contract, this prohibition against the use of government employees includes any work performed by the contractor or any of its employees, subcontractors, or consultants.

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I.9 HUDAR 2452.208-71 REPRODUCTION OF REPORTS (APR 1984)

In accordance with Title I of the Government Printing and Binding Regulations, printing of reports, data or other written material, if required herein, is authorized provided that the material produced does not exceed 5,000 production units of any page and that items consisting of multiple pages do not exceed 25,000 production units in aggregate. The aggregate number of production units is determined by multiplying pages time’s copies. A production unit is one sheet, size 8 ½ by 11 inches or less, printed on one side only and in one color. All copy preparation to produce camera-ready copy for reproduction must be set by methods other than hot metal typesetting. The reports should be produced by methods employing stencils, masters and plates which are to be used on single unit duplicating equipment no larger than 11 by 17 inches with a maximum image of 10 3/4 by 14 1/4 inches and are prepared by methods or devices that do not utilize reusable contact negatives and/or positives prepared with a camera requiring a darkroom. All reproducible (camera ready copies for reproduction by photo offset methods) shall become the property of the Government and shall be delivered to the Government with the report, data or other written materials.

I.10 HUDAR 2452.209-72 ORGANIZATIONAL CONFLICTS OF INTEREST (APR 1984)

(a) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise disclosed, he or she does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a Government contract and a Contractor's organizational, financial, contractual or other interests are such that:

(1) Award of the contract may result in an unfair competitive advantage; or

(2) The Contractor's objectivity in performing the contract work is or might be otherwise may be impaired.

(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict.