DU100G-12-R-0007__SFMS_SOL_DRAFT_10_09_12_FBO.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-12-0003910/24/2012

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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. 1500 ET 11/27/2012

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)

3-11

12-40 43-44 45-47 48-52

53-68

70-79

80-93

94-102

DU100G-12-R-0007 DRAFT

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 12

Section D Packaging and Marking Page 41

Section E Inspection and Acceptance Page 42

Section F Deliveries or Performance Page 43

Section G Contract Administration Data Page 45

Section H Special Contract Requirements Page 48

Section I Contract Clauses Page 53

Section J List of Attachments Page 69

Section K Representations, Certifications and Page 70 Other Statements of Offeror’s

Section L Instructions, Conditions, and Page 80 Notices to Offeror’s

Section M Evaluation Factors for Award Page 94

Attachments 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 Multiyear, 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 Government Technical Representative and the Contracting Officer are the only individuals authorized to issue task orders under this contract.

B-3 MINIMUM AND MAXIMUM QUANTITIES

Min/Max Contract Value - The minimum contract value for this IDIQ contract shall not be less than $1,800,000.00 (inclusive of all direct costs, indirect costs, and profit/fee). The maximum contract value for the entire Single Family Master Subservicer contract shall not exceed $500,000,000.00.

B.4 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:

The existing Ginnie Mae Subservicing portfolio will be equitably distributed between the awardees, within six months of award. After the first/initial portfolio distribution, all new distributions will IAW Task Ordering Procedures spelled out in C.8 .

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

B.5 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.6 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.7 CANCELLATION CEILING

Pursuant to the clause entitled “CANCELLATION UNDER MULTIYEAR CONTRACTS” (FAR 52.217-2), the cancellation ceiling(s) referred to in paragraph (c) of FAR 52.217-2 is as follows:

Year Cancellation Ceiling

Base Year 2 $90,830,000

Base Year 3 $41,990,000

*Note: These are ceilings and the final amounts are determined by negotiating the actual allowable costs as a result of the termination or equitable adjustment.

B.8 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

Number

Line Item Type

Description Estimated Quantity

Unit Unit Price

Total Price

0001 FP Transition In (section C.4.1)

6 MO. $______ $_________

0002 FP Contract Services – Readiness to Perform (section C.4.2)

36 MO. $______ $_________

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

36 MO. NTE $28,811,250

0004a FP Loan Servicing Operations (section C.4.4) 1-50,000

EA. $_______ $_________

0004b FP Loan Servicing Operations (section C.4.4)

50,000 – 144,000

EA. $_______ $_________

0004c FP Loan Servicing Operations (section C.4.4) 144,001 and over

EA. $_______ $_________

0005 FP Reimbursables (section C.4.5)

36 MO. $______ $_________

0006 T&M Legal Services (section C.4.6)

36 MO. NTE $5,551,110

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

36 MO. NTE $11,252,250

0008 FP Variable Default Costs

OPTIONAL

(section C.4.8)

36 MO. $______ $_________

0009 T&M Information Technology – Federal IT Security (sections C.4.9)

36 MO. NTE $1,076,400

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

B.9 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 Period 1

Line Item Number

Line Item Type

Description Estimated Quantity

Unit Unit Price

Total Price

0102 FP Contract Services – Readiness to Perform (section C.4.2)

12 MO. $______ $_________

0103 T&M Default Services – General (section C.4.3)

12 MO. NTE $10,083,438

0104a FP Loan Servicing Operations (section C.4.4) 1-50,000

EA. $______ $_________

0104b FP Loan Servicing Operations (section C.4.4)

50,000 – 144,000

EA. $______ $_________

0104c FP Loan Servicing Operations (section C.4.4)

144,001 and over

EA. $______ $_________

0105 FP Reimbursables (section C.4.5)

12 MO. $______ $_________

0106 T&M Legal Services (section C.4.6)

12 MO. NTE $1,942,889

0107 T&M Analytical & Research Services (section C.4.7)

12 MO. NTE $ TBD

0108 FP Variable Default Costs

OPTIONAL

(section C.4.8)

12 MO. $______ $_________

0109 T&M Information Technology – Federal IT Security (sections C.4.9)

12 MO. NTE $358,800

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

B.10 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 Period 2

Line Item Number

Line Item Type

Description Estimated Quantity

Unit Unit Price

Total Price

0202 FP Contract Services – Readiness to Perform (section C.4.2)

12 MO. $_____ $_________

0203 T&M Default Services – General (section C.4.3)

12 MO. NTE $10,587,109

0204a FP Loan Servicing Operations (section C.4.4) 1-50,000

EA. $______ $_________

0204b FP Loan Servicing Operations (section C.4.4)

50,000 – 144,000

EA. $______ $_________

0204c FP Loan Servicing Operations (section C.4.4) 144,001and over

EA. $______ $_________

0205 FP Reimbursables (section C.4.5)

12 MO. $______ $_________

0206 T&M Legal Services (section C.4.6)

12 MO. NTE $2,040,033

0207 T&M Analytical & Research Services (section C.4.7)

12 MO. NTE $ TBD

0208 FP Variable Default Costs

OPTIONAL

(section C.4.8)

12 MO. $_____ $_________

0209 T&M Information Technology – Federal IT Security (sections C.4.9)

12 MO. NTE $358,800

TOTAL PRICE FOR OPTION PERIOD 2 (CONTRACT YEAR 5) $

B.11 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 Number

Line Item Type

Description Estimated Quantity

Unit Unit Price

Total Price

0302 FP Contract Services – Readiness to Perform (section C.4.2)

6 MO. $_____ $_________

0303 T&M Default Services – General (section C.4.3)

6 MO. NTE $10,587,109

0304a FP Loan Servicing Operations (section C.4.4) 1-50,000

EA. $______ $_________

0304b FP Loan Servicing Operations (section C.4.4)

50,000 – 144,000

EA. $______ $_________

0304c FP Loan Servicing Operations (section C.4.4) 144,001and over

EA. $______ $_________

0305 FP Reimbursables (section C.4.5)

6 MO. $______ $_________

0306 T&M Legal Services (section C.4.6)

6 MO. NTE $2,040,033

0307 T&M Analytical & Research Services (section C.4.7)

6 MO. NTE $ TBD

0308 FP Variable Default Costs

OPTIONAL

(section C.4.8)

6 MO. $_____ $_________

0309 T&M Information Technology – Federal IT Security (sections C.4.9)

6 MO. NTE $358,800

TOTAL PRICE FOR SIX (6) MONTH EXTENSION OPTION $

B.12 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.12 PRICE SCHEDULE: SUMMARY

PRICE SUMMARY

Total Base Period $

Total Option Period – One $

Total Option Period – Two $

Total Six Month Extension Option $

Transition Out Option $

GRAND TOTAL $

B.13 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.14 LABOR RATE TABLE:

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

DEFAULT SERVICES (section C.4.3) Vice President/1st VP $ $ AVP/Manager Investor Accounting

Analytical Reporting Liaison $ $ Leader/Supervisor $ $ Portfolio Liaison $ $ IT Programmers $ $

TOTAL, NOT TO EXCEED $ 28,811,250

LEGAL SERVICES (section C.4.6) Senior Attorney $ $ Paralegal $ $ Staff Attorney $ $

TOTAL, NOT TO EXCEED $ 5,551,110

INFORMATION TECHNOLOGY

(section C.4.9) Manager $ $ IT Programmer $ $ ISSO/Security Engineer $ $

TOTAL, NOT TO EXCEED $ 1,076,400

OPTION PERIOD 1 (CONTRACT YEAR 4)

LABOR CATEGORIES LOADED LABOR

RATE

ESTIMATED

HOURS

TOTAL COST

DEFAULT SERVICES (section C.4.3) Vice President/1st VP $ $ AVP/Manager Investor Accounting

Analytical Reporting Liaison $ $ Leader/Supervisor $ $ Portfolio Liaison $ $ IT Programmers $ $

TOTAL, NOT TO EXCEED $ 10,083,438

LEGAL SERVICES (section C.4.6) Senior Attorney $ $ Paralegal $ $ Staff Attorney $ $

TOTAL, NOT TO EXCEED $ 1,942,889

INFORMATION TECHNOLOGY

(section C.4.9)

Manager $ $ IT Programmer $ $ ISSO/Security Engineer $ $

TOTAL, NOT TO EXCEED $ 358,800

OPTION PERIOD 2 (CONTRACT YEAR 5)

LABOR CATEGORIES LOADED LABOR

RATE

ESTIMATED

HOURS

TOTAL COST

DEFAULT SERVICES (section C.4.3) Vice President/1st VP $ $ AVP/Manager Investor Accounting

Analytical Reporting Liaison $ $ Leader/Supervisor $ $ Portfolio Liaison $ $ IT Programmers $ $

TOTAL, NOT TO EXCEED $ 10,587,109

LEGAL SERVICES (section C.4.6) Senior Attorney $ $ Paralegal $ $ Staff Attorney $ $

TOTAL, NOT TO EXCEED $ 2,040,033

INFORMATION TECHNOLOGY

(section C.4.9)

Manager $ $ IT Programmer $ $ ISSO/Security Engineer $ $

TOTAL, NOT TO EXCEED $ 358,800

SIX (6) MOTH EXTENSION OPTION

LABOR CATEGORIES LOADED LABOR

RATE

ESTIMATED

HOURS

TOTAL COST

DEFAULT SERVICES (section C.4.3) Vice President/1st VP $ $ AVP/Manager Investor Accounting

Analytical Reporting Liaison $ $ Leader/Supervisor $ $ Portfolio Liaison $ $ IT Programmers $ $

TOTAL, NOT TO EXCEED $ 10,083,438

LEGAL SERVICES (section C.4.6) Senior Attorney $ $ Paralegal $ $ Staff Attorney $ $

TOTAL, NOT TO EXCEED $ 1,942,889

INFORMATION TECHNOLOGY

(section C.4.9)

Manager $ $ IT Programmer $ $ ISSO/Security Engineer $ $

TOTAL, NOT TO EXCEED $ 358,800

(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 $28 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 with services as a Single Family Master Subservicer.

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 the attached statement of work.

C.4 TASKS

C.4.1 Transition In (CLIN 0001)

a. The Contractor shall provide a detailed plan describing how they will transition all services to be provided under this Master Subservicer contract from Ginnie Mae’s current Master

Subservicer to its own operation. The transition plan shall detail all specific actions that need to be taken and their expected completion dates. First, the transition plan shall identify critical implementation issues and elaborate on how the Contractor will address such issues. Second, the transition plan shall be comprehensive and assure Ginnie Mae that the work can be transitioned to the new Contractor within six months of contract award, including the required certification and accreditation. Third, the transition plan shall be implemented and completed with no reduction in service to Ginnie Mae. Following award of this contract the Contractor shall meet with Ginnie Mae to finalize the transition in plan which shall provide for the orderly transition of the work performed under this contract.

b. The Contractor’s infrastructure and systems for production, development, disaster recovery, and test sites must be Certified and Accredited by National Institute Science Technology (NIST) standards within the six-month transition period. This includes all Contractor provided hardware and software which will be utilized to process any information on behalf of Ginnie Mae or the Government. The Contractor shall provide a six-month transition-in plan with clear deliverables, milestones and dates, which is thorough and comprehensive. The Contractor shall identify any potential risks and propose mitigation strategies to address any identified risks during the transition-in. 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 present 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, travel, establishment or transfer of tax service, and custodial release fees or any other charges imposed by the document or funds custodians.

d. The Contractor shall submit the Document Custodian Exception Report that will detail the exceptions discovered and the timeline to the resolution of all exceptions for final certification of pools within sixty (60) days of transfer of pools to the Contractor to the GTR/GTM.

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 regarding loans in the defaulted portfolio. This includes scanned documentation, insurance/guarantee status, document custodian exception status, transaction histories, correspondence letters, collection and servicing notes. This site, will allow for the uploading or downloading of 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. The Contractor will provide on an annual basis a Website Security Certification list of users with access to the web-based site that the GTR will acknowledge or revoke user access privileges. 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.

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

The Contractor shall be prepared 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, and reporting 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 Manual (Attachment 1) 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 might entail one or more persons 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 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 making 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 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 within thirty (30) days [post-award and date of default.???]

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 will cause 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 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, at any time.

C.4.3.1 Special Servicing (CLIN 0003, 0103, 0203)

At the direction of Ginnie Mae, the Contractor shall provide enhanced servicing on one or more defaulted MBS portfolios that are seriously delinquent. Special servicing may include, but is not limited to, the ability to service loans that are chronically delinquent and/or in various stages of default in the FHA, VA, RD and PIH programs. The Contractor shall have the capacity to conduct “high touch” collection and loss mitigation strategies to get this subset of loans to reperform. The Contractor shall recommend loans for special servicing and begin special servicing on the recommended loans with the GTR’s approval.

C.4.3.2 HMBS Servicing (CLIN 0003, 0103, 0203)

HMBS Default Servicing is the servicing of Reverse Mortgage Loans. At the direction of Ginnie Mae, the Contractor shall service one or more defaulted HMBS portfolios. The Contractor must understand the specific program requirements outlined in Ginnie Mae’s Mortgage-Backed Securities Guide 5500.3 (Ginnie Mae Guide) (http://www.ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers ).

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 loans comprising the pools 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 FHA, VA, PIH and RD regulations, handbooks and other guidelines.

b. The Contractor shall create and maintain records and archives related to the services performed under this contract. All appropriate existing manual records of activity from the prior contract will be transferred to the contractor.

c. The Contractor shall respond to research and retrieval requests from Ginnie Mae within the time defined at the time the request is provided.

d. All loan or property files held under this contract shall be maintained for a period of 10 years from the date of the Ginnie Mae issuer default. This requirement applies to all loans whether categorized as voluntarily or involuntarily paid or discharged. All pooled and non-pooled loan files shall be transferred when the period of performance of this contract expires.

C.4.4.2 Portfolio and Loan Sales (CLIN 0004, 0104, 0204)

Ginnie Mae may at any time, in its sole discretion, offer for sale or other transfer the mortgage servicing rights, whole loans or other assets in all or any part of its acquired portfolios. As requested by Ginnie Mae, the Contractor shall provide services to Ginnie Mae to effect the transfer of the mortgage servicing rights, whole loans or other assets to any purchasers or other transferees. The Contractor shall assist Ginnie Mae (including any financial advisors retained by Ginnie Mae) in these sales under this CLIN. The assistance may include but is not limited to:

Providing computer-based- ad-hoc reports or files from the servicing system Providing a contact person able to request and provide reports needed Providing relevant computer tapes and standardized reports Making available servicing files for due diligence reviews Assisting in the actual servicing transfer Providing security holder registers, records, terminals and facilities Other related assistance necessary for a successful sale.

Other miscellaneous fees in respect to a successful sale

Ginnie Mae will not pay the Contractor a transfer fee or any other sale fees. The Contractor shall be entitled to reimbursement for out of pocket expenses under Section 4.5.1.

C.4.4.3 Loan Servicing (Management) (CLIN 0004, 0104, 0204)

The Contractor shall effectively manage this contract. The Contractor shall participate in at least a quarterly status meeting as well as additional meeting at Ginnie Mae’s discretion at either the Contractor’s place of business or Ginnie Mae Headquarters and shall participate in other periodic telephonic status meetings as required by the GTR/GTM. This includes meetings with any of the Contractor’s teaming partners and/or subcontractors. The Contractor shall provide the following deliverables:

a. The Contractor shall reconcile the P&I and T&I custodial accounts with the HUD Form 11710 (http://www.ginniemae.gov/guide/pdf/11710a.pdf )monthly accounting reports each month. The Contractor shall provide all reports and deliverables required of Issuers by the Ginnie Mae Guide by the fifth (5th) calendar day of the month.

b. The Contractor shall submit the monthly Master Subservicer data file for pooled and non-pooled loans to Ginnie Mae as described in the Loan Level Accounting Requirements document. The Contractor shall also provide adequate accounting support staff for reporting and data submission. (See Exhibit 1).

c. The Contractor shall advise and make recommendations to Ginnie Mae on improvements in loan servicing to reduce costs, maximize returns, and manage the loan portfolio in accordance with industry best practices, and the Contractor shall provide Ginnie Mae an executive-level meeting on a quarterly basis.

d. The Contractor shall furnish to the GTR during the term of the contract monthly, periodic, special, or other ad-hoc reports or information, whether or not provided for herein, as shall be necessary, reasonable, and appropriate with respect to Ginnie Mae’s capacity as Guarantor, and otherwise in respect to the purposes of this contract, provided that all such reports or information shall be as provided by and in accordance with applicable instructions and directions issued by the GTR. Executive summary, monthly summary (with supporting loan-level detail) and per default portfolio reports provided to the GTR, by the 20th of the following month, will include, but may not be limited to:

Executive Summary Pool final/re-certification reporting (including a listing of all individual loan-level exceptions preventing final certification of pools) Insured/Uninsured loan reporting Agency claims report (all filed and claims received) Agency claims curtailment report Agency Guide exceptions report Rolling 12-month Delinquency & Default Trending Chronic 30, 60 & 90+ Day Delinquency report No Action Report: Loans that are 120+ months delinquent and not in bankruptcy, foreclosure or loss mitigation status Loss mitigation report Special servicing report Buy-out report Roll rate report Collections report Default timeline report (i.e. Bankruptcy, foreclosure and post-foreclosure) REO report, including listing and eviction timelines Monthly and cumulative P&I and T&I advance report Low Balance loan report Charge-Off report Short sale report Loss severity report Report of loans within 5% or less of being 98% of Maximum Claim Amount

(MCA) (HMBS Only)

Consolidated dataset of all loan level in Microsoft Excel format Other reporting, as deemed necessary by Ginnie Mae.

C.4.4.4 Specific Servicing Tasks (CLIN 0004, 0104, 0204)

a. Ginnie Mae funds shall only be deposited in and withdrawals made from accounts established under Ginnie Mae Letter Agreements HUD Forms 11709 (http://www.ginniemae.gov/guide/pdf/11709.pdf ) and 11720 (http://www.ginniemae.gov/guide/pdf/11720.pdf ). Collections (e.g., mortgagors P&I and T&I payments) and disbursements (e.g., security holders’ payments and payments to taxing authorities, hazard insurance, FHA MIP, etc.) must not be co-mingled with other investor funds.

The P&I account shall be non-interest bearing, and the T&I accounts may be interest bearing in accordance with the provisions of the Ginnie Mae Guide or applicable legal statute.

Notwithstanding this section, a corporate account or collections clearing accounts may be used for collections if funds are transferred to the custodial accounts within one business day or two days if via ACH transfer, as provided in the Ginnie Mae Guide. Disbursements must be made from a custodial account or disbursement clearing account.

b. The Contractor shall establish policies and procedures to ensure that P&I and T&I payments that cannot be delivered or are not negotiated timely are deposited into the respective Ginnie Mae defaulted portfolio P&I and T&I account, as appropriate. Explicit policies shall be established which require a diligent effort to locate the payee. Physical payments via postal mail service, which remain outstanding for a period in excess of six months of the payment date, must be sent to Ginnie Mae’s Central Paying and Transfer Agent (CPTA) pursuant to the requirements in the Ginnie Mae Guide.

c. The Contractor shall be responsible for all year-end tax reporting to both the borrowers and security holders, unless other parties are responsible as specified in the Ginnie Mae Guide.

d. The Contractor shall have all required collateral documents held for Ginnie Mae by an approved Ginnie Mae document custodian pursuant to a current HUD Form 11715 (http://www.ginniemae.gov/guide/pdf/11715.pdf )on file with Ginnie Mae.

e. The Contractor shall maintain servicing documents with respect to the portfolios serviced for Ginnie Mae pursuant to this Contract in accordance with the requirements of the Ginnie Mae Guide (http://www.ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers ) at such locations as the Contractor and GTR may deem appropriate

f. The Contractor shall final certify or re-certify all pools not final certified or re-certified at the time of transfer within twelve (12) months of the date of default, unless otherwise extended by the GTR.

g. In the event that short sale, forbearance or other Loss Mitigation tools have been exhausted, the Contractor shall expeditiously file claims with the FHA, VA, PIH, and RD and properly monitor the status of the individual filings, and pay and reconcile FHA Mortgage Insurance Premium (MIP) remittance on Ginnie Mae’s behalf.

h. The Contractor shall buy out of the pool (using funds provided outside of this contract) any loan determined to be ineligible or defective and not curable in accordance with the requirements in the Ginnie Mae Guide and, as required by the Guide, shall obtain Ginnie Mae’s consent to any such buy out. The Contractor shall also request Ginnie Mae’s consent to other buyouts that are in Ginnie Mae’s best financial interest (i.e., chronically delinquent loans, bankruptcies, etc.).

i. The Contractor shall submit via https://pay.gov/paygov/ the gross insurance claims proceeds received from FHA, VA, PIH, and RD to Ginnie Mae on or before the second business day following receipt. Sales proceeds resulting from the sale of the real estate owned property (REO) shall also be submitted via https://pay.gov/paygov/ directly to Ginnie Mae on or before the second business day of the month following receipt. The Contractor shall not obtain reimbursement from the claim proceeds for expenses.

j. At the recommendation of the Contractor, loans may be modified or refinanced by the Contractor on behalf of Ginnie Mae. The Contractor shall modify non-HAMP loans with an unencumbered income surplus to the borrower of at least $400, unless approved by the GTR.

Modifications of loans bought out of pools shall be handled as Concurrent Date Pools with no internal reserves, if re-pooled. The Contractor shall submit the pre and post modification/refinance loan analysis in its recommendation.

k. The Contractor shall service the mortgages in accordance with relevant FHA, RD, PIH and VA regulations, the Ginnie Mae Guide and instruction from the GTR/GTM. This includes timely payment to security holders, vigorous collection of delinquent accounts, determining when workout agreements and loss mitigation activities are appropriate, and analyzing delinquent accounts to determine when referrals to foreclosure are appropriate. The goals throughout this process are to maximize claims payments and other recoveries, and to minimize program losses. The Contractor may keep all agency incentive fees for successful completion of loss mitigation efforts, however late fee charges shall be sent to Ginnie Mae.

l. The Contractor is responsible for submitting the HUD Form 11701 (http://www.ginniemae.gov/guide/pdf/11701.pdf ) to the GTR at the time of seizure. Ginnie Mae is not responsible for any charges by FHA for filing for Issuer status.

m. The Contractor shall furnish to the GTR during the term of the contract monthly, periodic, special, other ad-hoc reports or information, whether or not provided for herein, as shall be necessary, reasonable,…