DU100G-12-R-0007_112312.pdf

DU100G-12-R-0007

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 1

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

M SPECIAL 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) DESCRIPTION SEC. (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)

CODE 24. 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

RCS-T-12-0003911/23/2012

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NPG

US DEPARTMENT OF HUD

OFFICE OF THE CHIEF PROCUREMENT

OFFICER

451 SEVENTH STREET SW

ROOM 5256

WASHINGTON DC 20410-1000

WASHINGTON D.C. 1400 ET 12/27/2012

Paula P. Smith 202 Paula.P.Smith@hud.gov

402-2607

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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)

3-14

15-45 48-49 50-52 53-57

58-77

79-88

89-102

Single Family Master Subservicer

TABLE OF CONTENTS

Section A Solicitation/Contract Form Page 1

Section B Services and Cost Page 3

Section C Statement of Work Page 15

Section D Packaging and Marking Page 46

Section E Inspection and Acceptance Page 47

Section F Deliveries or Performance Page 48

Section G Contract Administration Data Page 50

Section H Special Contract Requirements Page 53

Section I Contract Clauses Page 58

Section J List of Attachments Page 78

Section K Representations, Certifications and Page 79 Other Statements of Offeror’s

Section L Instructions, Conditions, and Page 89 Notices to Offeror’s

Section M Evaluation Factors for Award Page 103

SECTION B - SUPPLIES OR SERVICES/PRICES

B.1 CONTRACT DEFINITION

The Government National Mortgage Association (Ginnie Mae) Office of Finance seeks to issue a contract, to vendors who will perform: loan management services (servicing current, delinquent, and defaulted loans, “pooled and non-pooled”); bankruptcy and foreclosure services;

management and disposition of acquired properties; and preparation/submission of insurance or guarantee claims, as Single Family Master Subservicer, the duties of which are described in detail in the Statement of Work (Section C).

This competitive negotiated acquisition is being conducted in accordance with Federal Acquisition Regulation (FAR) Subpart 15 – Contracting by Negotiation.

B.2 CONTRACT TYPE

This is a MultipleYear, Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) contract for non-commercial services. Contract types for the individual task orders will be a hybrid Fixed Price (FP), Time & Material (T&M), based on the IDIQ price matrix located in Section B. The Contracting Officer is the only individual authorized to issue task orders under this contract.

B.3 MULTIPLE AWARD

In accordance with FAR 52.216-27, the Government may elect to award: (1) a single delivery order contract; or (2) a single task order contract; or (3) multiple delivery order or task order contracts for the same or similar supplies or services to two or more Offeror’s under this solicitation, unless the Government determines, after evaluation of offers, that only one Offeror is capable of providing the services at the level of quality required.

In this solicitation all references to “Offeror” shall be deemed to reflect to all Offeror’s to whom award is made.

If two (2) or more awards are made, the following will occur:

Within six months of award the existing Ginnie Mae Subservicing portfolio may be equitably distributed to the maximum extent possible between the awardees based on each awardees capacity to service loans and its satisfaction of the Transition-In requirements set out in C.4.1 as the minimum guarantee. After the first/initial portfolio distribution, all new distributions will in accordance with Task Ordering Procedures prescribed in accordance with Section C.7.

In the event one of the awardees defaults, the Government may unilaterally transition current work from the defaulted contractor, as well as assign all new work to the remaining Subservicer(s).

B.4 FIRMS ELIGIBLE TO COMPETE FOR AWARD

An eligible Offeror under this solicitation shall demonstrate that it meets the following requirement at the time of proposal submission:

It is an approved Ginnie Mae Single Family Issuer and maintains current MBS issuer eligibility.

Offeror shall be an approved Single Family Ginnie Mae Issuer. Failure to satisfy this requirement shall render the Offeror’s proposal ineligible for further consideration.

The requirement(s) to become an approved Ginnie Mae Single Family Issuer may be found at:

http://www.ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers

B.5 LINE ITEMS AND PRICES

Offeror shall be responsible for providing all labor, supervision, housing, and supplies necessary for the performance of the contract. The rate submitted shall be an all-inclusive rate. The number of quantities specified is an estimate and is subject to change. Rates specified in the Price Schedule therein shall be effective thru the period of performance, unless otherwise stated.

B.6 PRICE SCHEDULE: BASE PERIOD, CONTRACT YEARS 1 – 3

BASE PERIOD: FROM_________________________TO__________________________

(Contracting Officer will insert the dates at award)

Note: Each Contract Year is based on a 12 month calendar year.

PRICE SCHEDULE

Base Period

Line Item No.

Line Item Type

Description Estimated Quantity Unit

Unit Price Total Price

0001 FP Transition In (C.4.1) 5 MO $______ $_________

0002 FP Contract Services – Readiness to Perform (C.4.2) 36 MO $_____ $_________

0003 T&M Issuer Default Services – General (C.4.3)

36 MO $_____ NTE

$22,550,000

0004 FP Loan Servicing Operations, (C.4.4) See SubCLINS Below

LOT

Series A Standard Servicing, (C.4.4.1)

0004AA

0004AB

0004AC

0004AD

0004AE

0004AF

0004AG

0004AH

0004AI

0004AJ

Standard, Current LNS Standard, Current LNS Standard, Current LNS Standard, Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-49,999 50,000-99,999 100,000-149,999

150,000 + 2,000 1,000 2,300

5,000 2,000

Series B Special Servicing, (C.4.4.2)

0004BA

0004BB

0004BC

0004BD

0004BE

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

2,500 1,200 3,000 1,000 5,000

Series C HMBS, (C.4.4.3)

0004CA

0004CB

0004CC

0004CD

0004CE

0004CF

0004CG

0004CH

0004CI

0004CJ

Current LNS Current LNS Current LNS Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-4,999 5,000-7,999 8,000-9,999 10,000 +

2,000 1,000 2,300

5,000 2,000

0005 T&M Asset Management- Reimbursables/T&M (C.4.5)

36 MO $____ NTE

$10,000,000

0006 T&M Legal Services (C.4.6) 36 MO $____ NTE $12,250,000

0007 T&M Analytical & Research Services (C.4.7)

36 MO $____ NTE $6,560,000

0008 FP Variable Default Costs OPTIONAL (C.4.8)

36 MO $______ $______

0009 FP Information Technology – Federal IT Security (C.4.9)

36 MO $______ $______

TOTAL PRICE FOR BASE PERIOD (CONTRACT YEARS 1-3) $

B.7 PRICE SCHEDULE: OPTION YEAR 1, CONTRACT YEAR 4

OPTION PERIOD 1: FROM_________________________TO________________________

(Contracting Officer will insert the dates at award)

Note: Each Contract Year is based on a 12 month calendar year.

PRICE SCHEDULE

Option Year 1

Line Item No.

Line Item Type

Description Estimated Quantity Unit

Unit Price Total Price

1002 FP Contract Services – Readiness to Perform (C.4.2) 12 MO $_____ $_________

1003 T&M Issuer Default Services – General (C.4.3)

12 MO $_____ NTE

$13,043.800

1004 FP Loan Servicing Operations, (C.4.4) See SubCLINS

Below

LOT

Series A Standard Servicing, (C.4.4.1)

1004AA

1004AB

1004AC

1004AD

1004AE

1004AF

1004AG

1004AH

1004AI

1004AJ

Standard, Current LNS Standard, Current LNS Standard, Current LNS Standard, Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-49,999 50,000-99,999 100,000-149,999

150,000 + 2,000 1,800 4,000

10,000 6,000

Series B Special Servicing, (C.4.4.2)

1004BA

1004BB

1004BC

1004BD

1004BE

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

3,000 1,100 18,000

8,000

Series C HMBS, (C.4.4.3)

1004CA

1004CB

1004CC

1004CD

1004CE

1004CF

1004CG

1004CH

1004CI

1004CJ

Current LNS Current LNS Current LNS Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-4,999 5,000-7,999 8,000-9,999 10,000 +

2,000 1,000 2,300

5,000 2,000

1005 T&M Asset Management- Reimbursables/T&M (C.4.5)

12 MO $____ NTE

$10,000,000

1006 T&M Legal Services (C.4.6) 12 MO $____ NTE $5,040,000

1007 T&M Analytical & Research Services (C.4.7)

12 MO $____ NTE

$2,027,500

1008 FP Variable Default Costs OPTIONAL (C.4.8)

12 MO. $____ $________

1009 FP Information Technology – Federal IT Security (C.4.9)

12 MO.

TOTAL PRICE FOR OPTION YEAR 1 (CONTRACT YEAR 4) $

B.8 PRICE SCHEDULE: OPTION PERIOD 2, CONTRACT YEAR 5

OPTION PERIOD 2: FROM_________________________TO____________________

(Contracting Officer will insert the dates at award)

Note: Each Contract Year is based on a 12 month calendar year.

PRICE SCHEDULE

Option Year 2

Line Item No.

Line Item Type

Description Estimated Quantity Unit

Unit Price Total Price

2002 FP Contract Services – Readiness to Perform (C.4.2) 12 MO. $_____ $_________

2003 T&M Issuer Default Services – General (C.4.3)

12 MO. $_____ NTE

$13,611,250

2004 FP Loan Servicing Operations, (C.4.4)

See SubCLINS Below

LOT

Series A Standard Servicing, (C.4.4.1)

2004AA

2004AB

2004AC

2004AD

2004AE

2004AF

2004AG

2004AH

2004AI

2004AJ

Standard, Current LNS Standard, Current LNS Standard, Current LNS Standard, Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-49,999 50,000-99,999

100,000 -149,999

150,000 + 2,000 1,800 4,000

10,000 6,000

Series B Special Servicing, (C.4.4.2)

2004BA

2004BB

2004BC

2004BD

2004BE

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy

Foreclosure

3,000 1,100 18,000

8,000

Series C HMBS, (C.4.4.3)

2004CA

2004CB

2004CC

2004CD

Current LNS Current LNS Current LNS Current LNS

1-4,999 5,000-7,999 8,000-9,999

10,000 +

2004CE

2004CF

2004CG

2004CH

2004CI

2004CJ

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

2,000 1,000 2,300

5,000 2,000

2005 T&M Asset Management- Reimbursables/T&M (C.4.5)

12 MO $______ NTE

$10,000,000

2006 T&M Legal Services (C.4.6) 12 MO $______ NTE $5,002,500

2007 T&M Analytical & Research Services (C.4.7)

12 MO $______ NTE 2,148,500

2008 FP Variable Default Costs

OPTIONAL (C.4.8)

12 MO $______ $________

2009 FP Information Technology – Federal IT Security (C.4.9)

12 MO $______ $______

TOTAL PRICE FOR OPTIONYEQAR 2 (CONTRACT YEAR 5) $

B.9 PRICE SCHEDULE: SIX (6) MONTH EXTENSION (OPTIONAL)

Six Month Extension: FROM_________________________TO____________________ (Contracting Officer will insert the dates at award)

Note: IAW 52.217-8 -- Option to Extend Services, the Contracting Officer may exercise this option by written notice to the Contractor.

PRICE SCHEDULE

SIX (6) MONTH EXTENSION OPTION

Line Item No.

Line Item Type

Description Estimated Quantity Unit

Unit Price Total Price

3002 FP Contract Services – Readiness to Perform (C.4.2) 6 MO. $_____ $________

3003 T&M Issuer Default Services – General (C.4.3)

6 MO. $_____ NTE

$6,805,000

3004 FP Loan Servicing Operations, (C.4.4)

See SubCLINS

Below

LOT

Series A Standard Servicing, (C.4.4.1)

3004AA

3004AB

3004AC

3004AD

3004AE

3004AF

3004AG

3004AH

3004AI

3004AJ

Standard, Current LNS Standard, Current LNS Standard, Current LNS Standard, Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-49,999 50,000-99,999 100,00-149,999

150,000 + 2,000 1,800 2,300

5,000 2,000

Series B Special Servicing, (C.4.4.2)

3004BA

3004BB

3004BC

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

15,000 25,000 10,000

3004BD

3004BE

Bankruptcy Foreclosure

1,000 3,000

Series C HMBS, (C.4.4.3)

3004CA

3004CB

3004CC

3004CD

3004CE

3004CF

3004CG

3004CH

3004CI

3004CJ

Current LNS Current LNS Current LNS Current LNS

DQ2+ (30-58 Days) DQ3+ (60-89 Days) DQ4+ (120+ Days)

Bankruptcy Foreclosure

REO

1-4,999 5,000-7,999 8,000-9,999

10,000 +

3005 T&M Asset Management- Reimbursables/T&M (C.4.5)

6 MO. $____ NTE

$6,000,000

3006 T&M Legal Services (C.4.6) 6 MO. $____ NTE $3,167,500

3007 T&M Analytical & Research Services (C.4.7)

6 MO. $____

NTE $1,235,000

3008 FP Variable Default Costs

OPTIONAL (C.4.8)

6 MO. $____ $________

3009 FP Information Technology – Federal IT Security (C.4.9)

6 MO. $____ $________

TOTAL PRICE FOR SIX (6) MONTH EXTENSION OPTION $

B.10 TRANSITION OUT:

0X10 FP Transition Out (section C.4.10)

OPTIONAL CLIN

6 MO.

Transition – Out (TO) activities will occur at the end of the base period of performance, or at the end of the option periods.

B.11 PRICE SCHEDULE: SUMMARY

PRICE SUMMARY

Total Transition In and Base Period $

Total Option Period – One $

Total Option Period – Two $

Total Six Month Extension Option $

Transition Out Option $

GRAND TOTAL $

B.12 LABOR RATE TABLE FOR T&M LINE ITEMS

The offeror shall submit fully-loaded hourly labor rates for each labor category. Each fully-loaded labor rate consists of an unloaded labor rate, fringe benefits (if not included in applicable indirect costs), applicable indirect costs, applicable other direct costs, and profit amount. Cost elements included in the fully-loaded labor rates shall not be charged separately as a material or other direct cost at the task order level. At the request of either the Offeror or the Government, the Offeror may throughout the life of the contract propose additional labor categories, rates and descriptions in addition to the established labor categories, rates and descriptions that the Offeror believes will be required to support requirements of this contract.

B.13 LABOR CATEGORY/RATE TABLES FOR T&M LINE ITEMS

The following Labor Rate Table represents fully-loaded hourly labor rates for each skill classification. At the request of either the contractor or the Government, the contractor may throughout the life of the contract propose additional labor categories, rates and descriptions in addition to the established labor categories, rates and descriptions that the contractor believes will be required to support requirements of this contract. Note: Labor category titles are shown for example purposes only, and can be replaced by those utilized by the Offeror.

BASE PERIOD (CONTRACT YEARS 1 – 3)

LABOR CATEGORIES LOADED LABOR RATE ESTIMATED

HOURS

TOTAL COST

ISSUER DEFAULT SERVICES (section C.4.3) President/Vice President/1st VP $ 18,000 $ AVP/Manager Investor Accounting $ 38,000 $ Analytical Reporting Liaison $ 29,000 $ Leader/Supervisor $ 29,000 $ Portfolio Liaison $ 40,000 $ IT Programmers $ 38,000 $

TOTAL (NOT TO EXCEED) 18,840,000

LEGAL SERVICES (section C.4.6)

Senior Attorney $ 20,000 $ Paralegal $ 29,000 $ Staff Attorney $ 29,000 $

TOTAL (NOT TO EXCEED) $ 12,250,000

ANALYTICAL & RESEARCH SERVICES

(section C.4.7)

President/Vice President/1st VP $ 8,000 $ AVP/Manager Investor Accounting $ 16,000 $ Portfolio Liaison $ 30,000 $ IT Programmers $ 18,000 $

TOTAL, NOT TO EXCEED $6,560,000

OPTION YEAR 1 (CONTRACT YEAR 4)

LABOR CATEGORIES LOADED LABOR RATE ESTIMATED

HOURS

TOTAL COST

ISSUER DEFAULT SERVICES (section C.4.3) President/Vice President/1st VP $ 5,500 $ AVP/Manager Investor Accounting $ 9,880 $ Analytical Reporting Liaison $ 12,220 $ Leader/Supervisor $ 10,000 $ Portfolio Liaison $ 12,540 $ IT Programmers $ 12,000 $

TOTAL (NOT TO EXCEED) $ 6,543,300

LEGAL SERVICES (section C.4.6)

Senior Attorney $ 9,000 $ Paralegal $ 10,000 $

Staff Attorney $ 10,000 $

TOTAL (NOT TO EXCEED) $ 5,040,000

ANALYTICAL & RESEARCH SERVICES

(section C.4.7)

President/Vice President/1st VP $ 3,800 $ AVP/Manager Investor Accounting $ 5,100 $ Portfolio Liaison $ 5,100 $ IT Programmers $ 5,100 $

TOTAL (NOT TO EXCEED) $2,027,500

OPTION YEAR 2 (CONTRACT YEAR 5)

LABOR CATEGORIES LOADED LABOR RATE ESTIMATED

HOURS

TOTAL COST

ISSUER DEFAULT SERVICES (section C.4.7) President/Vice President/1st VP $ 5,250 $ AVP/Manager Investor Accounting $ 9,500 $ Analytical Reporting Liaison $ 12,000 $ Leader/Supervisor $ 11,000 $ Portfolio Liaison $ 12,500 $ IT Programmers $ 11,500 $

TOTAL (NOT TO EXCEED) $ 6,786,250

LEGAL SERVICES (section C.4.6)

Senior Attorney $ 8,500 $ Paralegal $ 9,500 $ Staff Attorney $ 9,500 $

TOTAL (NOT TO EXCEED) $ 2,040,033

ANALYTICAL & RESEARCH SERVICES

(section C.4.7) President/Vice President/1st VP $ 3,800 $ AVP/Manager Investor Accounting $ 5,100 $

Portfolio Liaison $ 5,100 $ IT Programmers $ 5,100 $

TOTAL (NOT TO EXCEED) $ 2,148,500

SIX (6) MONTH EXTENSION OPTION

LABOR CATEGORIES LOADED LABOR RATE ESTIMATED

HOURS

TOTAL COST

ISSUER DEFAULT SERVICES (section C.4.3) President/Vice President/1st VP $ 3,000 $ AVP/Manager Investor Accounting $ 5,000 $ Analytical Reporting Liaison $ 6,000 $ Leader/Supervisor $ 5,000 $ Portfolio Liaison $ 6,000 $ IT Programmers $ 5,000 $

TOTAL (NOT TO EXCEED) $ 3,393,125

LEGAL SERVICES (section C.4.6)

Senior Attorney $ 3,500 $ Paralegal $ 4,000 $ Staff Attorney $ 4,800 $

TOTAL (NOT TO EXCEED) $ 1,942,889

ANALYTICAL & RESEARCH SERVICES

(section C.4.7)

Vice President/1st VP $ 1,500 $ AVP/Manager Investor Accounting $ 2,500 $ Portfolio Liaison $ 5,000 $ IT Programmers $ 3,000 $ Materials $

TOTAL (NOT TO EXCEED) $ 2,501,250

B.14 LABOR CATEGORY DESCRIPTIONS – KEY PERSONNEL

ISSUER DEFAULT SERVICES (CLIN 0003/0103/0203 - Section 4.3)

President/Vice President/1st VP This position requires a Bachelor’s degree with a minimum of 10 years’ experience in a senior or executive management leadership role in the following: mortgage servicing and banking, loan administration, successful borrower contact strategies, , bankruptcies and foreclosure loan servicing, strong default management and loss mitigation of government insured loans, collections and the applicable Federal & State laws.

AVP/Manager Investor Accounting This position requires a Bachelor’s degree with a minimum of 8 years’ experience in a senior or executive management leadership role in the following: mortgage servicing and banking, loan administration, , bankruptcies and foreclosure loan servicing, successful borrower contact strategies, strong default management and loss mitigation of government insured loans. Including, client acquisition and management; government and regulatory relations; mortgage finance and/or mortgage banking loan servicing and operational strategic planning; investor reporting, risk management/compliance/modeling; business process improvement.

Analytical Reporting Liaison This position requires a Bachelor’s degree with a minimum of 5 years’ work experience in the following: strong and successful background in mortgage loss mitigation and default management, mortgage finance, mortgage servicing collections, bankruptcies and foreclosure loan servicing, borrower contact strategies, and overall loan administration functions throughout the cycle of a loan, mortgage banking specifically within the area of short sales and deed in lieu of foreclosure with knowledge combination of government loan products and programs.

Leader/Supervisor This position requires a Bachelor’s degree with a minimum of 5 years’ experience in leadership capacity in the following: mortgage servicing and banking, loan administration, successful borrower contact strategies, bankruptcies and foreclosure loan servicing, strong default management and loss mitigation experience of government insured loans. This includes 5 years’ experience in risk management/compliance/modeling, business process improvement and, project management.

Portfolio Liaison This position requires a minimum of 3 years’ experience in leadership capacity in the following and within one year of obtaining or have already obtained 4 year Bachelor’s Degree: mortgage servicing and banking, loan administration, bankruptcies and foreclosure loan servicing, successful borrower contact strategies, strong default management and loss mitigation experience of government insured loans. Including 3 years of experience in successful short sales, government home retention programs, mortgage finance and/or mortgage banking loan servicing and operational strategic planning; investor reporting and risk management/compliance/modeling.

ASSET MANAGEMENT (CLIN0005/0105/0205 – Section C.4.5.1)

AVP/Manager Investor Accounting This position requires a Bachelor’s degree with a minimum of 8 years’ experience in a senior or executive management leadership role in the following: mortgage servicing and banking, loan administration, bankruptcies and foreclosure loan servicing, successful borrower contact strategies, strong default management and loss mitigation of government insured loans. Including, client acquisition and management; government and regulatory relations; mortgage finance and/or mortgage banking loan servicing and operational strategic planning; investor reporting, risk management/compliance/modeling; business process improvement.

Lead/Supervisor This position requires a Bachelor’s degree with a minimum of 5 years’ experience in leadership capacity in the following: mortgage servicing and banking, loan administration, successful borrower contact strategies, bankruptcies and foreclosure loan servicing, strong default management and loss mitigation experience of government insured loans. This includes 5 years’ experience in risk management/compliance/modeling, business process improvement and, project management.

Portfolio Liaison This position requires a minimum of 3 years’ experience in leadership capacity in the following and within one year of obtaining or have already obtained 4 year Bachelor’s Degree: mortgage servicing and banking, loan administration, bankruptcies and foreclosure loan servicing, successful borrower contact strategies, strong default management and loss mitigation experience of government insured loans. Including 3 years of experience in successful short sales, government home retention programs, mortgage finance and/or mortgage banking loan servicing and operational strategic planning; investor reporting and risk management/compliance/modeling.

LEGAL SERVICES (CLIN 0006/0106/0206 - Section C.4.6)

All attorneys must hold a Juris doctorate from an accredited law school, be members in good standing of the bar of at least one jurisdiction and maintain all necessary licensing and continuing legal education requirements.

Senior Attorney – Must have 10+ years’ experience as a lawyer working in the mortgage banking industry, including 3+ years’ experience working as a lawyer on mortgage servicing issues.

Staff Attorney – Must have 4+ years’ experience working as a lawyer, including 1+ years’ experience working as a lawyer, on mortgage servicing issues.

Paralegal Staff – (a) Must have a Bachelor’s Degree (B.A.) from an accredited college, or an Associate’s degree from an accredited college plus paralegal certification, and (b) 2+ years’ experience working as a paralegal.

ANALYTICAL & RESEARCH SERVICES (CLIN 0007/0107/0207 – Section C.4.7)

President/Vice President/1st VP This position requires a Bachelor’s Degree with a minimum of 10 years’ experience in a senior or executive management leadership role in the following: mortgage servicing and banking, loan administration, successful borrower contact strategies, bankruptcies and foreclosure loan servicing, strong default management and loss mitigation of government insured loans, collections and the applicable Federal & State laws.

AVP/Manager Investor Accounting This position requires a Bachelor’s degree with a minimum of 8 years’ experience in a senior or executive management leadership role in the following: mortgage servicing and banking, loan administration, bankruptcies and foreclosure loan servicing, successful borrower contact strategies, strong default management and loss mitigation of government insured loans. Including, client acquisition and management; government and regulatory relations; mortgage finance and/or mortgage banking loan servicing and operational strategic planning; investor reporting, risk management/compliance/modeling; business process improvement.

Analytical Reporting Liaison This position requires a Bachelor’s degree with a minimum of 5 years’ work experience in the following: strong and successful background in mortgage loss mitigation and default management, mortgage finance, mortgage servicing collections, bankruptcies and foreclosure loan servicing, borrower contact strategies, and overall loan administration functions throughout the cycle of a loan, mortgage banking specifically within the area of short sales and deed in lieu of foreclosure with knowledge combination of government loan products and programs.

Note: The labor categories proposed by contractor can be equivalent titles.

(END SECTION B)

SECTION C - DESCRIPTION/SPECIFICATIONS

STATEMENT OF WORK

C.1 INTRODUCTION

The Contractor shall provide Ginnie Mae with services as a Single Family Master Subservicer on the terms set forth below for current and future defaulted portfolios.

C.2 BACKGROUND

Ginnie Mae (http://www.ginniemae.gov/) is a wholly owned corporation within the Department of Housing and Urban Development (HUD). Its powers are prescribed generally by Title III of the National Housing Act, as amended (12 U.S.C. 1716 et seq.). Through its single class mortgage-backed securities (MBS) and multiclass programs, Ginnie Mae guarantees privately issued securities backed by pools of mortgages insured or guaranteed by the Federal Housing Administration (FHA), the Department of Veterans Affairs (VA), the USDA Rural Development (RD), or HUD’s Native American Program (PIH). Holders of these MBS receive a monthly “pass-through” of principal and interest payments on the pool of mortgages backing the securities, less amounts to cover servicing costs and certain Ginnie Mae fees. Ginnie Mae guarantees the registered holder the timely payment of scheduled monthly principal and interest payments, loan prepayments and early recoveries of principal on the underlying mortgages. If borrowers fail to make timely payments on their mortgages, the Issuers must make the timely payments to the registered holders, using their own resources.

Through its mortgage-backed securities program, Ginnie Mae provides a structure for channeling funds from the nation’s capital markets into the housing market. The U.S. Government’s full faith and credit guaranty backing the securities makes them widely accepted in those sectors of the capital markets that otherwise would not be likely to supply funds to the mortgage market.

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

An issuer default occurs when an Issuer violates the requirements of the Guaranty Agreements between the Issuer and Ginnie Mae, the form of which is set out in the Ginnie Mae Guide 5500.3 (Ginnie Mae Guide) (http://www.ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers). Upon default Ginnie Mae may terminate its Issuer status and seize the portfolio. The Master Subservicer shall assist Ginnie Mae in seizing the portfolio and servicing it on the terms set forth below. A default may also occur when an Issuer asks to have its Issuer status terminated.

In October 2007 Ginnie Mae launched the Home Equity Conversion Mortgage-Backed Securities Program (HMBS). The HMBS program provides a standardized structure for the securitization of FHA insured Home Equity Conversion Mortgages (HECMs). The HMBS is a new class of Ginnie Mae security backed by HECM loan participations. While the pooling requirements are similar to the Ginnie II program, the servicing and investor reporting requirements for the HMBS program are quite different. Ginnie Mae’s HMBS program permits Issuers to securitize only the drawn balances on HECM loans. These balances, which represent participation interests in the related HECM loan, are referred to as Participations.

Participations generally consist of advances made to borrowers, monthly insurance premiums paid to Federal Housing Administration (FHA) and accrued interest, which may include certain servicing fees and guaranty fees. Issuers are required to track and account for these Participations separate from the underlying HECM loan. In addition, Issuers are required to report monthly on the HECM loan and the related pools.

There may be occasions where, at Ginnie Mae’s discretion, the Master Subservicer will be required to perform special servicing on a select group of loans. The loans may be delinquent and/or in various stages of default. The Master Subservicer will provide enhanced services for collection and loss mitigation services.

Ginnie Mae holds a defaulted single-family portfolio totaling approximately $19.4 billion.

Between fiscal years 2007 and 2011, there were 18 defaults estimated at $29.2 billion. The future level of default activity is uncertain and dependent upon various program and economic factors.

In difficult economic times, Ginnie Mae must be prepared to handle a large volume of defaults to insure it can fulfill its guarantee obligations.

In the future, Ginnie Mae may, at its discretion, assign additional portfolios of defaulted Issuers to the Contractor as the need arises. All loans being subserviced by Ginnie Mae’s existing Master Subservicers will be transferred to the Contractor(s) for servicing.

Ginnie Mae reserves the right to sell or otherwise transfer any or all of its portfolios during the period of this contract. Among its other servicing responsibilities, the Contractor shall work with Ginnie Mae to effect such sales.

C.3 SCOPE

The Contractor shall provide Ginnie Mae services as a Single Family Master Subservicer to service single family residential loans, with an emphasis on loan default management/loss mitigations strategies, in Ginnie Mae’s defaulted portfolio. The contractor shall be prepared, capable and staffed to perform the complete range of services expected of an issuer under the Government National Mortgage Association (Ginnie Mae) Mortgage-Backed Securities (MBS) program. The services include, but are not limited to services in connection with issuer defaults and servicing current, delinquent and defaulted loans for both pooled for mortgage-backed securities and non-pooled loans, including foreclosure services and management and disposition of acquired properties (i.e. REO). The contract also calls for preparation and submission of insurance or guarantee claims to FHA, RD, VA and PIH and reporting to Ginnie Mae in accordance with this statement of work.

C.4 TASKS

C.4.1 Transition In (CLIN 0001)

a. The Transition-In period is five months. The Contractor’s Transition-In plan shall be a comprehensively thorough and detailed project plan on all services to be transitioned into its possession and shall be submitted to Ginnie Mae. The plan shall specifically confirm and/or identify the Contractor’s place of business, document custodian, and staffing resources. The plan shall also identify critical development and implementation plans demonstrating the Contractor’s ability to clearly meet deliverables, completion dates, milestones, and assurance of information technology certification and accreditation, as well as all other aspects of the Statement of Work (SOW). Transition shall fully be completed and implemented with no reduction in service to Ginnie Mae, demonstrate the assurance of minimal risk to the government, and seamless transfer of borrower loans.

The Transition-In plan requires GTR approval. The Transition-In plan shall be furnished to the GTR within 72 hours of notification of award. Subsequently, an updated version is due within 72 hours of Task Order issuance on the initial defaulted portfolios assignment.

b. The Contractor shall address its infrastructure and systems for production, product development, disaster recovery, and test sites must be Certified and Accredited by National Institute Science Technology (NIST) standards within the five-month transition in period. This includes all hardware and software provided by the Contractor to be utilized for the purposes of processing information on behalf of Ginnie Mae or the Government. The Contractor shall identify any potential risks and propose mitigation strategies to address any identifiable risks during the transition-in period. The Contractor shall demonstrate readiness to perform and demonstrate all processes and functions required under the SOW prior to final contract implementation including the disaster recovery test. The Contractor shall provide a certification of readiness, and documentation to support and demonstrate a complete and accurate transition-in.

c. The Contractor shall take inventory, board and take possession and control of all files and records, both for pooled and non-pooled loans in existing defaulted portfolios to be transferred from Ginnie Mae’s previous Master Subservicer(s). Transfer costs may include, but are not limited to costs of taking possession of the accounts and custodial files, IT transfers, computer and other system conversion, potential travel, the establishment or transfer of tax service, current and new monthly investor account reporting, and custodial release fees or any other charges imposed by the document or funds custodians.

d. The Contractor shall submit to the GTR the Document Custodian Exception Report within sixty (60) days of transfer that details the exceptions discovered and the resolution timeline of issues preventing final/recertification of Ginnie Mae pools.

e. The Contractor shall provide a web-based site (compatible with Internet Explorer 7 and Google Chrome browsers) that will allow the GTR and its approved designee(s) to view all loan-level information/data regarding loans in the all assigned defaulted portfolios. This deliverable is required within 72 hours of receiving assigned defaulted portfolios. This includes scanned documentation, insurance/guarantee status, document custodian exception status, transaction histories, correspondence letters, collection and servicing notes, field services and vendor management databases. This site, shall allow the ability to upload, download, and share documentation between the GTR, its designee(s) and the Contractor. The web-based site shall have reporting capabilities that will allow the user to run summary, portfolio pool-level, Document Custodian, Teaming Partner/Subservicer (if applicable) and loan-level reports exportable to Microsoft Word, Excel, PowerPoint and PDF. The web-based site will allow the user to retrieve loan-level, pool-level and Issuer-level data and reports with drill-down capability (i.e., to perform multiple and single loan queries by borrower name, property address, pool number, defaulted portfolio number, loan number, loan status, vendors marketing properties, and etc.). The Contractor will provide on an annual basis a Website Security Certification list of users with access to the web-based site as approved by the GTR. All user access information, including email addresses will be provided. The Contractor shall provide a letter library, a user guide and training for the web-based site with notification of any enhancements or updates. The contractor shall transfer the web-based site and all its data to GNMA during transition out.

f. The Contractor shall provide a Quality Control Plan for underwriting, originating, and servicing mortgage loans and for secondary marketing in accordance with the Ginnie Mae’s Mortgage-Backed Securities Guide, Section 2-10 to the Contracting Officer and GTR within 72HRS of contract award. The Quality Control Plan must include procedures for monitoring the work of each subcontractor, if any, and most recent quality control audit and disclose any action taken as a result of the findings.

g. The Contractor is responsible for submitting the Form HUD 11701 (http://www.ginniemae.gov/guide/pdf/11701.pdf) and Form HUD 92001-A (http://portal.hud.gov/hudportal/documents/huddoc?id=92001-a.pdf) within the Transition-In Plan.

C.4.2 Contract Services—Readiness to Perform (CLIN 0002, 0102, 0202)

The Contractor shall be prepared, capable, and staffed to perform the complete range of services expected of a Ginnie Mae Issuer. These services include, but are not limited to, providing default services, servicing current, delinquent and defaulted loans, both pooled and non-pooled, including bankruptcy and foreclosure services, management and disposition of acquired properties (i.e. REO), preparation and submission of insurance or guarantee claims to FHA, VA, RD, PIH, asset sales, monthly investor account reporting, and other reporting requirements to Ginnie Mae.

The Contractor shall maintain the capacity and readiness to execute simultaneous multiple issuer defaults, including defaults of the largest Ginnie Mae issuers i.e., those with more than $10 billion in Ginnie Mae pools. The Contractor shall maintain the capacity and readiness to service portfolios of HMBS loans and portfolios that are seriously delinquent.

C.4.3 Issuer Default Services--General (CLIN 0003, 0103, 0203)

The Contractor shall follow the procedures in Ginnie Mae’s Default Management Operating Procedures Manuals (Attachment 4 and 5) for Master Subservicer and instructions provided by the GTR. In addition to complying with specific FHA, VA, RD, PIH and Ginnie Mae requirements, the Contractor shall adhere to all other requirements contained in this statement of work.

a. When notified by the Contracting Officer of a default of a Ginnie Mae issuer, the Contractor shall work effectively with Ginnie Mae in securing control of the defaulted Issuer’s portfolio. Depending on the size of the default, this may entail one or more staff personnel being at the site of the defaulting issuer or Subservicer within 24-48 hours of notification of the intention to default the Issuer. The Contractor shall begin the transfer of the servicing and taking custody of servicing files and electronically stored information files as soon as possible. The transfer shall be completed as quickly and efficiently as possible, minimizing disruptions to the borrowers. In addition to the transfer of files and electronically stored information, the Contractor shall assume control of the repossession inventory and the accounts in legal status (i.e., eviction notices, loans in default) for meeting all requirements of FHA, RD, PIH and VA.

b. Upon execution of a new issuer default, if the Contractor determines that available funds in the P&I accounts are not sufficient to make full, timely payment to Ginnie Mae security holders, the Contractor shall notify Ginnie Mae of the amount needed to be advanced on or before the fourth business day prior to the 15th of the month by a signed original Form Number SFPR-1 for Ginnie Mae I pools and on or before the fourth business day prior to the 20th day of the month by a signed original Form Number SFPR- 2 for Ginnie Mae II pools. Ginnie Mae will wire funds to the P&I Custodian Accounts in time for the payment of Ginnie Mae I security holders on the 15th of the month and Ginnie Mae II security holders on the 20th day of the month. All money collections, including advances after providing for security holder payments, are to be returned via https://pay.gov/paygov/ to Ginnie Mae as of the close of business on the 20th of each month for Ginnie I and the 25th of each month for Ginnie Mae II. (Time permitting the above will apply i.e., Ginnie Mae might be without Master Subservicer assistance and be required to make the first pass thru through directly).

c. The Contractor shall establish and maintain separate Principal and Interest (P&I) and Taxes and Insurance (T&I) bank accounts in accordance with the Ginnie Mae Master Agreements within five (5) days of the date of default. (These Master Letter Agreements are in the Ginnie Mae Guide). Once these bank accounts are established, Ginnie Mae will transfer P&I and T&I funds from the defaulted Ginnie Mae Issuer or prior Subservicer to the Contractor. The Contractor may transfer document custodian files from one document custodian to another document custodian only with prior written approval by or at the direction of the Ginnie Mae GTR. In accordance with Paragraphs V1 (A) and (B) of HUD Form 11715 (Master Custodial Agreement) (http://www.ginniemae.gov/guide/pdf/11715.pdf ), no document custodian shall impose a fee for releasing pool documents if the Master Subservicer elects to relocate the documents within a reasonable period following Ginnie Mae’s declaration of default.

The Contractor shall provide the GTR/GTM, via e-mail or hard copy, a point of contact document listing the name of the financial institution(s), contact person(s) and contact information (including, title, location, email and phone number) at the Funds Custodian(s) and Document Custodian(s) locations with 24 hours after notification from the GTR.

d. The Contractor shall transfer each portfolio from a defaulted Issuer within five (5) business days of default seizure date, or within a negotiated time to be authorized by Ginnie Mae. The allowable, allocable and reasonable costs for the transfer includes, associated costs of taking possession of the accounts and custodial collateral files, ADP transfers, computer or other system conversion, travel (including transportation and lodging), shipping costs, transfer of tax service, and custodial release fees or any other charges imposed for releasing pool documents within a reasonable period following Ginnie Mae’s declaration of default.

e. The Contractor shall work collaboratively with Ginnie Mae or its agent in conducting a review of the files and records received from the defaulted Issuer and those documents held by the document custodian with respect to the pools and the information received by Ginnie Mae from the Contractor in order to assist Ginnie Mae in determining P&I and T&I shortages and potential losses resulting from the defaulted Issuer’s actions, errors or omissions within thirty (30) days. The Contractor shall also begin stabilizing the loan servicing, loan administration and bankruptcy/foreclosure/REOs, identify any missing or defective documents or items, and take reasonable steps as may be necessary to correct any such defects.

f. The Contractor shall conduct a sample review of the files and records received from any newly defaulted issuer, including the documents held by the document custodian, analysis of claims curtailment and financial information received from the defaulted issuer or Ginnie Mae. The purpose of this review shall be to ascertain the status of the loans and pools to identify any missing or defective documents needed to complete the FHA, VA, PIH or RD insurance process on any loans where such action is necessary.

The review and report shall be provided to the GTR within 30 days of the default. The Contractor is responsible to correct any missing and defective documents within 90 days of the default. The Contractor shall also complete the insurance process for any loans that have not been insured or guaranteed by FHA, VA, PIH or RD within 90 days of the default date.

g. The Contractor shall prepare and submit to Ginnie Mae a required Initial Default Assessment Report within sixty (60) days of default, with preliminary update reports due by within ten (10) and thirty (30) days of the default in order to advise Ginnie Mae of the preliminary status and condition of the loans/pools. This report shall identify the following: loan delinquencies, final certification status, title issues, foreclosures, bankruptcy, claims curtailments, litigation issues, double loans and other matters of interest to Ginnie Mae. The report will summarize this data with a corrective action plan including an estimated time to completion.

h. The Contractor must be able to properly account for and reconcile all T&I account balances, escrow disbursements, and advances. The Contractor shall not use corporate funds to cover shortages in the T&I account but shall request such amounts from Ginnie Mae prior to the disbursement.

i. Upon receipt of the proper Ginnie Mae Limited Power of Attorney, the Contractor shall take all steps necessary to confirm or record proper ownership of the loans, including the correction of title defects, registration and transfer to/from Mortgage Electronic Registration System (MERS), if applicable. The loans should be recorded in the name of the Contractor. All reasonable and necessary third party costs associated with protecting Ginnie Mae’s security interest shall be the responsibility of Ginnie Mae.

j. Ginnie Mae may require the defaulted Issuer or its existing agent or document custodian to release to the Contractor all loan files, ledger cards, and other records pertaining to the loans and pools, the registration records, and other information with respect to the Ginnie Mae Mortgage-Backed Securities issued for the pools, all records of payment made to security holders of such Ginnie Mae Mortgage-Backed Securities, the accounts and all records with respect to all P&I and T&I custodial accounts, all other custodial accounts and all other funds, assets, certificates of deposit, records, and information pertaining to such loans and or pools. The Contractor shall receive all such property and information for the purpose of performing its duties under this contract.

k. The Contractor shall inventory, board and take possession and control of all files and records, both for pooled and non-pooled loans in existing defaulted portfolios to be transferred from Ginnie Mae’s present Master Subservicer. Transfer costs may include, but are not limited to costs of taking possession of the accounts and custodial files, IT transfers, computer and other system conversion, travel, establishment or transfer of tax service, and custodial release fees or any other charges imposed by the document or fund custodians. The Contractor shall retain all discs, files, notes, etc. collected during and after the date of default and turned over to Ginnie Mae or a recipient at Ginnie Mae’s direction.

l. If the Contractor and Ginnie Mae deem it necessary to retain the services of employees of a defaulted Issuer in order to assist in the collections of documentation or transition of the loans to the Contractor, the Contractor will retain their services if approved at the direction of the Contracting Officer. The facility(ies) will be maintained at the cost of upkeep to be approved by the Contracting Officer. The cost of the retained employee services and facilities up-keep will be negotiated and priced between the Contractor and Contracting Officer.

m. The Contractor shall transfer part or all loans, documents, files to another Ginnie Mae Master Subservicer(s), Issuer or investor at the direction of the GTR or Contracting Officer.

n. The Contractor is responsible for submitting the Form HUD 11701 (http://www.ginniemae.gov/guide/pdf/11701.pdf) and Form HUD 92001-A

(http://portal.hud.gov/hudportal/documents/huddoc?id=92001-a.pdf) to the GTR at the time of seizure.

C.4.4 Loan Servicing Operations (CLIN 0004, 0104, 0204)

C.4.4.1 General

This CLIN applies to all performing and non-performing loans assigned to the Contractor.

a. The Contractor shall service the government (pooled and non-pooled) loans and shall pay the security holders of Ginnie Mae guaranteed mortgage-backed securities in accordance with Ginnie Mae’s standard Guaranty Agreement and the requirements of the Ginnie Mae Guide and relevant…