opc23289.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITON IS

UNRESTRICTED OR

NAICS:

SIZE STANDARD:

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

EMERGING SMALL

BUSINESS

8(A)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

STANDARD FORM 1449 (REV. 3/2005) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

R-OPC-23289

CONTINUATION OF SF-1449, BLOCKS 19-24

SCHEDULE OF SUPPLIES OR SERVICES AND PRICES/COSTS

1. This Solicitation and resulting Contract will be for the acquisition of non-personal services. The Contractor shall provide Ginnie Mae with services as a Master Subservicer in accordance with the attached Statement of Work. 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 providing services in connection with issuer defaults, and servicing current, delinquent and defaulted loans, both pooled and non-pooled, including foreclosure services, management and disposition of acquired properties (REO), and 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.

2. The contractor shall provide services set forth in the statement of work.

3. This contract consists of a set of contract clauses for fixed-priced, labor hour, and time-and-material task orders. The appropriate contract clause shall apply in regard to their respective task order type.

4. Firm fixed priced, fixed unit price, labor hour, and time and materials line items provided in the schedule of this contract shall be applicable for this contract. Any task orders will be ordered by the designated ordering official through the issuance of task orders. The prices provided shall be applicable for the duration of this contract.

5. Task Order types will be fixed unit priced, labor hour, or time and materials.

6. This is an Indefinite-Quantity Requirements contract as defined in Subpart 16.503 of the Federal

Acquisition Regulation (FAR), clause FAR 52.216-21, Requirements . Services provided by the contractor under this contract shall be secured by the issuance of delivery (for supplies) or task (for services) orders placed in accordance with the following clauses: FAR 52.216-18 Ordering, FAR 52.216-19 Order Limitations, and Task Ordering Procedures.

7. The Offeror must complete and submit pricing information for the schedule below. NOTE: The information relevant to the estimated quantity is provided for proposal preparation purposes only. Offeror(s) should not interpret the “evaluated quantities” to represent the actual quantities that will be ordered under the resultant contract. The information is the “best-known” information at this time and is subject to change. Offerors are cautioned that the Government “does not” certify that the information is complete and accurate.

BASE PERIOD (Sept 1, 2008 through August 31, 2011)

CLIN Description

Estimated Quantity

Unit

Unit Price

Total

0001 Transition In (Firm Fixed Price) 1 Each $

Contract Services - Fixed Price 36 Months

0003 Default Services – Time & Materials Vice President/1st Vice President 200 Hours AVP/Manager Investor Accounting 840 Hours Portfolio Liaisons 1,928 Hours IT Programmers 200 Hours Material Associated with Default (NTE) $95,600.00

0004 Loan Servicing - Fixed Unit Price 6,000 Per

Loan/Monthly

0005 Asset Management – Reimbursables Expenses (NTE) $6,000,000.00

0006 Legal Services –Labor Hour Sr. Attorney 1,070 Hours Paralegal 2,500 Hours Staff Attorney 800

0007 Analytical and Research Services (Labor Hour) (NTE) Vice President/1st Vice President 200 Hours AVP/Manager Investor Accounting 840 Hours Portfolio Liaisons 1,670 Hours

FIRST OPTION YEAR (September 1, 2008 through August 31, 2012)

Unit Price

Contract Services - Fixed Price 12 Months

0103 Default Services – Time & Materials

AVP/Manager Investor Accounting 840 Hours Portfolio Liaisons 1,928 Hours IT Programmers 200 Hours Material Associated with Default (NTE) $95,600.00

0104 Loan Servicing – Fixed Unit Price 6,000 Per

0105 Asset Management – Reimbursables Expenses (NTE) $2,000,000.00

0106 Legal Services – Labor Hour Sr. Attorney 1,070 Hours Paralegal 2,500 Hours Staff Attorney 800 Hours

0107 Analytical and Research Services (Labor Hour) (NTE) Vice President/1st Vice President 200 Hours AVP/Manager Investor Accounting 840 Hours

SECOND OPTION YEAR (September 1, 2012 through August 31, 2013)

Price

Contract Services - Fixed Price 12 Months

0203 Default Services – Time & Materials

AVP/Manager Investor Accounting 840 Hours Portfolio Liaisons 1,928 Hours IT Programmers 200 Hours Material Associated with Default (NTE) $95,600.00

0204 Loan Servicing - Fixed Unit Price 6,000 Per

0205 Asset Management – Reimbursables Expenses (NTE) $2,000,000.00

0206 Legal Services – Labor Hour Sr. Attorney 1,070 Hours Paralegal 2,500 Hours Staff Attorney 800

0207 Analytical and Research Services (Labor Hour) (NTE) Vice President/1st Vice President 200 Hours AVP/Manager Investor Accounting 840 Hours

0208 Transition Out 1 Each $

MULTIPLE AWARDS

These services may be awarded to one or two Contractors. In this solicitation all references to “Contractor” shall be deemed to include all Contractors to whom award is made. If awards are made to two Contractors, the following provisions shall apply. It is Ginnie Mae’s goal to achieve relative equivalency in subservicing portfolio size between the two awardees, subject to the provisions set forth below.

(a) Within six months of award of this contract, the existing Ginnie Mae subservicing portfolio shall be divided and distributed between the two Contractors in substantially equal shares, provided that the composition of each defaulted issuer portfolio is maintained to accomplish the goal of achieving relative equivalency in subservicing portfolio size between the two awardees.

(b) Subservicing of the portfolios of issuers defaulted during the term of this contract shall be awarded to each Contractor in rotation.

(c) Award of defaulted issuer portfolios to the Contractor next in the rotation shall be subject to the following provisions. Ginnie Mae reserves the right to review, at the time of acquisition of each defaulted issuer portfolio, the following factors in determining award of a defaulted issuer’s portfolio to a Contractor: (i) geographic location of the defaulted issuer, (ii) defaulted issuer portfolio size, and (iii) capacity of the Contractor next in the rotation.

(d) 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.

STATEMENT OF WORK

Background

(a) Ginnie Mae requires the services of a Master Subservicer. An eligible Offeror under this solicitation shall demonstrate that it meets the following requirements:

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

• It can provide IT infrastructure to support the services as described in the Statement of Work

(SOW)

• It is capable of completing Transition In, including National Institute Science Technology (NIST) certification accreditation by Ginnie Mae, under the SOW within six months from date of award.

Failure to satisfy these three requirements shall render the Offeror’s proposal ineligible for further consideration.

(b) Ginnie Mae holds a defaulted single family portfolio totaling approximately $ 450 million . Between fiscal years 2004 and 2008, there were six defaults estimated at $750 million. 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 assign additional portfolios to the Contractor as the need arises. All loans being subserviced by Ginnie Mae’s existing Master Subservicer will be transferred to the Contractor for servicing.

Ginnie Mae reserves the right to sell any or all of its portfolios during the period of this contract. Full cooperation from the Master Subservicer will be required.

(c) In October of 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.

Because this is a new program, Ginnie Mae has no experience with which to gauge the likelihood of Issuers in defaults. The risk profile of an Issuer of HMBS and related portfolios are is quite different from that of the other Ginnie Mae MBS programs. The FHA insurance provides lenders with protection against a decline in the value of the property and the risk that a borrower’s loan balance exceeds the value of the home. In addition, lenders have the ability to assign loans to FHA once the loans reach 98% of the FHA insurance amount.

HECM loans do not require a monthly payment and are not required to be repaid until such time as the property is sold or the borrower has passed away. As such, there is minimal credit risk at the borrower level. Based on the risk profile of the HMBS program and Issuer obligations and protections, Ginnie Mae does not anticipate a significant number of HECM Issuer defaults. The successful Offeror shall have capacity to service defaulted HECM portfolios not later than 6 months after contract award.

Transition In (CLIN 001)

TASKS:

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.

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. Ginnie Mae will conduct this certification and accreditation. 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.

The Contractor shall inventory, board and take possession and control of all files and records, for both pooled and non-pooled loans in existing defaulted portfolios to be transferred from Ginnie Mae’s present Master Susbservicer(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.

Contract Services (CLINS 0002, 0102, 0202)

TASKS:

The Contractor shall be prepared to perform the complete range of services expected of a Ginnie Mae issuer.

These services include, but not limited to providing default services, servicing current, delinquent and defaulted loans, both pooled and non-pooled, including foreclosure services, management and disposition of acquired properties (REO), preparation and submission of insurance or guarantee claims to FHA, VA, RD, and PIH, and reporting to Ginnie Mae. The Contractor shall also provide, on a monthly basis, the accounting reports to Ginnie Mae (example of reports are attached). The Contractor shall have an automated process for producing the Ginnie Mae monthly accounting reports. (See CLIN 0004 - Item #2).

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.

Default Services (CLINS 0003, 0103, 0203)

TASKS

The Contractor must have the ability to service one or more defaulted MBS portfolios. Furthermore, the Contractor must have knowledge in servicing HECM loans and be prepared to service HECM loans within 6 months of contract award. The Contractor shall understand the specific program requirements outlined in the Ginnie Mae’s Mortgage-Backed Securities Guide 5500.3 (Ginnie Mae Guide) and be able to fulfill the monthly reporting requirements. In addition to complying with specific FHA, VA, RD, PIH and Ginnie Mae servicing requirements for loans, the Contractor shall adhere to all other requirements contained in this statement of work as follows:

1. When notified by the Contracting Officer of a default of a Ginnie Mae issuer, the Contractor shall effectively work with Ginnie Mae in securing control of the defaulted issuer’s portfolio. Depending on the default, this might entail one or more persons being at the site of the defaulting issuer within 24 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. The Contractor shall follow the procedures in Ginnie Mae’s Default Management Operating Procedures Manual for Master Subservicer and instructions by the GTR. (The Manual is an attachment to Section J the Request For Proposal). (Default Management Operating Manual Exhibit 4)

2. Upon execution of a new issuer default, and 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 second 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 by wire 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).

3. The Contractor shall establish Principal and Interest (P&I) and Taxes and Insurance (T&I) bank accounts in accordance with the Ginnie Mae Master Agreements. (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 Ginnie Mae (GTR/GTM). In accordance with Paragraphs V1 (A) and (B) of HUD Form 11715 (Master Custodial Agreement), 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.

4. The Contractor shall transfer each portfolio from a defaulted issuer within 5 business days of default seizure.

The allowable, allocable and reasonable costs for the transfer include, but are not limited to, 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.

5. The Contractor shall work collaboratively with Ginnie Mae or its agent in conducting a review, on an expedited basis, 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. The Contractor shall also begin stabilizing the loan servicing, loan administration and foreclosure/REOs, identify any missing or defective documents or items, and take reasonable steps as may be necessary to correct any such defects.

6. 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, 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 missing and defective documents. The Contractor is also responsible for taking the necessary action to complete the insurance process for any loans that have not been insured or guaranteed by FHA, VA, PIH or RD.

7. The Contractor shall prepare and submit to Ginnie Mae a required Initial Default Assessment Report within sixty (60) days of 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, and bankruptcy and litigation issues and other matters of interest to Ginnie Mae.

8. The Contractor shall identify all shortages in borrowers’ escrow accounts (including reconciling MIP deficiencies with FHA). If an individual borrower has an escrow deficiency and a payment is due, the Contractor must use other funds in the T&I custodian account to make required payments and fully exhaust all available funds in the T&I account before Ginnie Mae will make an advance to the Contractor. 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.

9. Upon receipt of the proper Ginnie Mae Limited Power of Attorney the Contractor shall take all steps necessary to confirm or record Ginnie Mae’s ownership of the loans, including the correction of title defects and transfer to/from Mortgage Electronic Registration System (MERS), if applicable. All reasonable and necessary third party costs associated with protecting Ginnie Mae’s security interest shall be the responsibility of Ginnie Mae. In addition, where assignments to Ginnie Mae do not exist, the Contractor shall prepare and record assignments in Ginnie Mae’s name. (Power of Attorney Exhibit 3)

10. 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 Susbservicer(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.

11. Within 30 working days of the Contractor’s normal monthly closing date for reporting purposes, the Contractor prepares a draft assessment of default and initial review of portfolio. The draft assessment must be prepared within 30 days after the site visit.

12. If requested by Ginnie Mae the Contractor may be required to modify or enhance their systems to meet a new Ginnie Mae requirement.

Loan Servicing (CLINS 0004, 0104, 0204)

1. This line item applies to all performing and non-performing loans assigned to the Contractor.

TASKS

The Contractor shall service the loans compromising 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 instructions contained in the Ginnie Mae Guide and relevant FHA, VA, PIH and RD regulations, handbooks and other guidelines.

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.

Portfolio and Loan Sales Support (CLINS 0004, 0104, 0204)

TASKS

Ginnie Mae reserves the right, at any time, in its sole discretion, to offer the mortgage servicing rights, whole loans or other assets for sale in all or any part of its acquired portfolios. The Contractor shall assist and cooperate with Ginnie Mae in the transfer of the mortgage servicing rights, whole loans or other assets to any purchasers. Ginnie Mae will not pay the Contractor a transfer fee or other sale fees. The Contractor shall assist Ginnie Mae (including any financial advisors retained by Ginnie Mae) in these sales without any additional compensation other than payment under this line item. 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

• Title Fees

• Attorney Fees

• Eviction Fees, Court Costs, Sheriff’s Fees

• Damage Repairs

• Mailing Fees

• Photos

• Yard Maintenance

• Padlocks

• Lawn Service

Management (CLINS 0004, 0104, 0204)

TASKS

The Contractor shall effectively manage this contract. The Contractor shall participate in up to two status meetings each year 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. The Contractor shall provide the following deliverables:

1. The Contractor shall reconcile the P&I and T&I custodial accounts with the HUD Form 11710 monthly accounting reports each month. The Contractor shall provide all reports and deliverables required of issuers by the Ginnie Mae Guide during the period of performance.

2. The Contractor shall submit the monthly Master Subservicer Accounting and Aging Reports for any loans not reported in a Ginnie Mae pool. The forms must be submitted in the format provided in Exhibit 1 to this contract unless otherwise directed by the GTR/GTM. Pursuant to CLIN 0007, the Contractor may be responsible for any systems programming and accounting work necessary to automate the production of the attached reports. Until automated, the form shall be submitted via Microsoft Excel version 2003 as a spreadsheet on CD-ROM, or current software being used by Ginnie Mae each month for the duration of the contract. The Contractor shall provide to Ginnie Mae the Accounting Reports no later than the fifth (5th) calendar day of each month, or the next business day if the 5th is not a business day. (See Exhibit 1).

3. 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.

4. The Contractor shall furnish to the GTR during the term of the contract such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, and appropriate in respect to Ginnie Mae in its capacity as guarantor, or otherwise in respect to the purpose 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.

Specific Subservicing Tasks (CLINS 0004, 0104, 0204)

TASKS

1. Ginnie Mae funds shall only be deposited in and withdrawals made from accounts established under Ginnie Mae Letter Agreements HUD Forms 11709 and 11720. 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 provided that 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 may only be made from a custodial account or disbursement clearing account

2. 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 i.e., Ginnie Mae I remittances to Investors, 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.

3. 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.

4. The Contractor shall have all required collateral documents held in trust for Ginnie Mae by an approved document custodian pursuant to HUD Form 11715.

5. The Contractor shall final certify or re-certify within 12 months of default all pools not final certified or re-certified at the time of transfer, unless otherwise directed by the GTR/GTM.

6. In the event that forbearance or other Loss Mitigation tools have been exhausted, and it is not in Ginnie Mae’s best interest to resolve defaulted loans via Third Party Sale, the Contractor shall expeditiously file claims with the FHA, VA, PIH, and RD and properly monitor the status of the individual filings as well as pay and reconcile FHA Mortgage Insurance Premium (MIP) remittance on Ginnie Mae’s behalf. Contractor must obtain GTR/GTM approval for Loss Mitigation strategies that necessitate a pool buyout.

7. The Contractor shall request Ginnie Mae’s consent to repurchase a loan out of a pool when it is unable to be insured or when insurance claims are paid, or as further directed by Ginnie Mae. The Contractor shall also recommend to Ginnie Mae other buyouts that are in Ginnie Mae’s best financial interest (i.e., chronically delinquent loans, bankruptcies, etc.).

8. The Contractor shall wire the gross insurance claims proceeds received from FHA, VA, PIH, and RD to Ginnie Mae the second business day following receipt. Sales proceeds resulting from the sale of the repossessed property (REO) shall also be wired directly to Ginnie Mae by the second business day of the month following receipt. The Contractor shall not obtain reimbursement from the claim proceeds for expenses.

9. At the recommendation of the Contractor and with the GTR’s prior approval, loans may be modified or refinanced by the Contractor on behalf of Ginnie Mae. Modifications of loans bought out of pools shall be handled as Concurrent Date Pools with no internal reserves, if repooled.

10. The Contractor shall service the mortgages or the installment loan contracts in accordance with relevant FHA, RD, PIH and VA regulations, the Ginnie Mae Guide and instruction from the GTR/GTM, MBS Monitoring Division and the Office of Finance. Industry standards shall prevail to the extent that the enumerated regulations and guide do not address a particular servicing situation. 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 for foreclosures are appropriate. The goals throughout this process are to maximize claim payments and other recoveries, and to minimize program losses.

11. The Contractor shall provide to Ginnie Mae semi-annual litigation reports in the form supplied in Exhibit 2 hereto, as of June 30, and December 31. Such reports shall state the case name, briefly describe the nature of the case, where filed and who is representing Ginnie Mae’s interests. The reports will state the ongoing total costs incurred in the separate categories of foreclosures/repossessions, and bankruptcies actions. (Litigation Report Exhibit 2).

Asset Management – (CLINS 0004,0104,0204) and Reimbursables (CLINS 0005, 0105, 0205)

TASKS

Approximately 10-15% of the estimated quantity in CLIN 0004, 0104 an 0204 require asset management services. The Contractor shall ensure the performance of all functions relating to management of all assets under the Contractor’s control, including but not limited to:

• Government recording and transfer archives

• Receiver and trustee archives

• Obtaining BPOs (Brokers Price Opinion)

• Obtaining Appraisals

• Obtaining Property Inspections

• Forced-Placed Property Insurance

• Tracking allowable, allocable and reasonable legal fees and costs

Ginnie Mae will be responsible for any principal losses not covered by FHA, VA, PIH and RD claims, VA Vendee recourse shortfalls, VA buy downs or no-bids, as well as foreclosure expenses, interest, and other expenses not customarily paid by the insurer (or errors or omissions by the defaulted issuer) under the terms of the insurance, unless such curtailment is caused by negligence (including missing a deadline) of the Contractor.

Real Estate Owned Property (REO) (CLINS 0004,0104,0204) and (CLINS 0005, 0105, 0205)

The Contractor shall improve or rehabilitate REO for the following:

• As required to safeguard the property, or

• As required to meet state and local law, regulation or code, or

• As required to meet FHA, VA, PIH or RD requirements

If the total cost for improvements to a single property is expected to exceed $10,000.00, the Contractor shall obtain GTR/GTM approval prior to undertaking the improvement. The request for approval shall contain the following information:

• At least two estimates from independent firms to perform the improvement

• One Broker’s Price Opinion (BPO) with estimated sales price before and after the work

• The Contractor recommends that the work be undertaken as documented by a cost/benefit analysis

The Contractor shall submit all write-off requests to the GTR/GTM for prior written approval.

REO Sales Proceeds (CLINS 0004,0104,0204) and (CLINS 0005, 0105, 0205)

TASKS

The Contractor shall wire the proceeds from the sale of REO properties to the Ginnie Mae Office of Finance on the second business day following receipt of the proceeds. The Contractor shall appraise and sell REO property acquired through foreclosure/third party sales. The Contractor shall obtain prior GTR/GTM approval in writing of all sales where the net proceeds would be less than 75% of the appraised value or Ginnie Mae’s indebtedness. The net sales proceeds shall be calculated as the gross sales price less sales commission, closing cost contribution and other seller concessions.

Assignment to the Contractor (CLINS 0004,0104,0204) and (CLINS 0005, 0105, 0205)

TASKS

In order to foreclose on a loan, the Contractor shall assign the loan from Ginnie Mae to the Contractor using the Limited Power of Attorney provided under this contract, and foreclose in the Contractor’s name. After foreclosure sale, the Contractor shall deed the property directly to FHA, VA, PIH, or RD if a claim is being filed on Ginnie Mae’s behalf. If a bankruptcy is being filed and litigation is required or in the event of condemnation, title proceedings, or another issue being litigated, Ginnie Mae may assign the loan to the Contractor and in that event, the Contractor shall conduct the litigation in its name. Ginnie Mae shall reimburse the Contractor for all recording costs incurred pursuant to this paragraph. (Power of Attorney Exhibit 3)

Legal Services – (CLINS – 0006, 0106, 0206)

• The Contractor shall supervise all ongoing litigation and designate key personnel to interface with HUD’s Office of General Counsel, United States Attorney’s office or the U.S. Department of Justice.

• The Contractor is prohibited from settling any litigation involving the pools or individual loans without the prior written consent of the GTR and/or HUD’s Office of General Counsel.

• Any litigation involving the loans or securities backed by the loans shall be brought in the name of the Contractor, and any action relating to the loans or securities backed by the loans initiated against the Contractor, Ginnie Mae, the Federal Government or any of its agents shall be moved to the appropriate Federal District Court with the concurrence of the GTR and/or HUD’s Office of General Counsel.

• The Contractor shall remit all recoveries of legal fees and similar fees received from the FHA, VA, PIH, and RD claims process to Ginnie Mae.

• The Contractor shall enter into a separate contract for litigation support if there is any ongoing litigation at the end of the period of performance of this contract and Ginnie Mae determines there is a need to continue the legal service provided under this contract.

• The Contractor shall obtain the GTR’s approval prior to entering into a contract for legal services that exceeds $10,000.00 per legal action.

• Deliverables: The Contractor shall provide a semi-annual litigation report in the form attached Exhibit 2 as where litigation support is provided.

Ongoing Matters

With respect to loans that are the subject of foreclosure, repossession, bankruptcy, or litigation or similar matter for which the Master Subservicer under the current contract has retained the services of lawyers, appraisers, property managers or other service providers, THE NEW AWARDEE(S) SHALL RETAIN THE SERVICE PROVIDERS OF THE PREVIOUS CONTRACTOR to complete the existing matters in order to provide continuity of service to Ginnie Mae.

Analytical and Research Services (CLINS 0007, 0107, 0207)

The Contractor shall provide recommendation and support services based on their knowledge as a Ginnie Mae Issuer and Master Subservicer. Specifically, the Contractor shall research, analyze and recommend alternatives for specific issues assigned by the GTR.

Continuity of Operations Plan (CLINS 0004, 0104, 0204)

Executive Order 12656 of February 1996, the Computer Security Act of 1987 and Office of Management and Budget (OMB) Circular A-130 mandate that Continuity of Operations Plans (COOP) exists for all U.S.

Government operations. COOP planning develops strategies for short and long term planning, contingency and continuity planning to restore Ginnie Mae’s mission critical business operations within four (4) hours after disruption and sustain operations for 30 days or longer after disruption due to crisis or disaster.

Accordingly, the Contractor shall:

• Provide Ginnie Mae with its detailed COOP plan that outlines the steps and communication strategy necessary to ensure that all essential business functions under the contract proceed during a COOP event.

• Maintain the COOP capability as defined by Federal Preparedness Circular 65 issued June 2004, and all other applicable laws and directives issued by Homeland Security and other federal mandates.

• If a COOP event occurs, the Contractor shall:

• Resume business functions within four (4) hours of the event from the COOP site.

• Maintain the required documentation, vital records and systems to support the business functions for the remainder of the contract term if normal business operations cannot be resumed.

• Update and deliver to the GTR/GTM the COOP Plan within the first month of contract award and annually thereafter.

Disaster Recovery (CLINS 0004, 0104, 0204)

Notwithstanding the foregoing requirements above, in the event of a disaster that renders the Contractor’s primary office space uninhabitable, the Contractor shall resume operations within 4 hours. The Contractor shall ensure that there are personnel that can perform the business operations at the back-up location(s).

TASKS

The Contractor shall:

1. Implement and maintain a detailed Disaster Recovery Plan (DR) that outlines the steps and communication strategy necessary to ensure that all work under the Statement of Work (SOW) continues uninterrupted.

2. Deliver the Disaster Recovery Plan within 30 days of contract award. Prior to implementation of the new award the Contractor shall fully test and pass the Disaster Recovery requirements according to NIST.

3. Maintain and operate the disaster recovery site or sites.

4. Develop and perform a semi-annual testing of the DR plan. Once testing is completed, communicate any deficiencies in the plan to Ginnie Mae.

5. Provide the necessary human resources, facilities (work site, hardware, software, peripheral equipment, line charges, etc) and backup power sources to maintain and operate the DR site to ensure continued operations in the normal course of performing this SOW.

6. Participate in COOP drills as called for by Ginnie Mae.

INFORMATION TECHNOLOGY – Federal IT Security

TASKS (CLINS 0004,0104,0204)

The Contractor shall:

(a) Maintain IT security and comply with all terms and conditions of the contract throughout the term of the contract with respect to all data and information technology requirements. The Contractor shall use, maintain, enhance, develop and upgrade all information technology (hardware, software and connectivity) and system documentation under this contract in accordance with federal laws, best practices and regulations. This includes, but is not limited to the Federal Information Security Management Act, the Clinger-Cohen Act, the Government Paperwork Reduction Act, the Government Paperwork Elimination Act, Office of Management and Budget Circulars A-130, A-127, and A-123, Department of Housing and Urban Development regulations, handbooks and policies, applicable Ginnie Mae handbooks, policies, and procedures now and in the future. In addition to the specific statutes and regulations cited, the Contractor shall use, maintain, enhance and upgrade all information technology under this contract in accordance with applicable Federal laws and regulations, applicable Department of Housing and Urban Development regulations and policies, applicable Ginnie Mae handbooks, policies and procedures and best commercial practices with regard to information technology. The Contractor shall continue to perform all information technology work under this statement of work including any current and new applicable statutes, regulations, policies or guides as they evolve over the term of the contract.

(b) Follow the Department of Housing and Urban Development’s (HUD’s) System Development Methodology (SDM) and industry best practices in the analysis, design, development, testing and implementation of proposed new systems and/or the enhancement to existing systems. Exceptions may be granted by Ginnie Mae’s Chief Information Officer (CIO) if the Contractor’s methodology is more advanced or adds additional benefits that may be beneficial to Ginnie Mae.

(c) Review and update system documentation to ensure accuracy, compliance and completeness.

Required Information Technology Labor Descriptions

Manager – An individual with a minimum of five (5) years experience in supervising a group of employees to perform quality work in a timely manner similar to that required in Section C. Must have strong mortgage banking experience related to securitization of mortgages, including knowledge of Ginnie Mae, FHA, VA, RD and PIH mortgages and securities programs.

IT Programmer – An individual with a minimum of ten (10) years experience in the overall management of information technology (IT) customer support similar to the work described in Section C. Additionally, this individual’s expertise will include IT project management, system lifecycle management (analysis, design, development and integration) and expertise to facilitate the implementation of IT development initiatives. This position requires enterprise architectural scope skills to include an enterprise architectural design and compliance capability, telecommunication and programming analysis, design and implementation. Skills needed include capability to manage and provide oversight on the performance of data modeling, functional decomposition, along with requirements definition for business system and application procedures. This individual will also need to have experience and expertise in directing the implementation of internal controls, policies and procedures to protect information system assets from destruction or disclosure. In addition, expertise in monitoring and quality assurance of Information Technology development and systems enhancements is required along with experience in web-based applications and design.

Information System Security Officer (ISSO)/Security Engineer –.An individual that will provide oversight and be the subject matter expert on information technology security and NIST compliance. This skill set serves as the point of contact for this contract on Federal IT security requirements, including but not limited to the implementation and development of GFP and non GFP which utilizes government furnished information. This individual will be responsible for the administration, development and execution of all IT security. This individual should have 4-5 years hands on experience in working with Federal IT laws, policies and Industry Best Standards for data and information management resources applied in accordance with federal IT Security laws and regulations including NIST, OMB A130, OMB A127, etc. This person should have one or more of the following credentials:

• Certified Information Systems Security Professional (CISSP) from Information Systems Security Certification Consortium (ISC)²

• Certification and Accreditation Professional (CAP) from (ISC)²

• Certified Information Security Manager (CISM) from Information Systems Audit and Control

Association (ISACA)

Transition Out (CLIN 0208)

TASKS

The contractor shall develop and maintain a Transition Out Plan. The Transition Out Plan shall include all GFP and data. This Transition Out Plan shall be in compliance with all Federal laws and guide lines. The Contractor shall transition all information, data and government property to the Government or specified third-party within one hundred eighty (180) days from the end of the contract. The Contractor shall also provide 180 calendar days of advice and assistance to the Government or third-party with regard to the performance under this contract. During the 180 calendar day transition period, the Contractor shall complete the processing and collection of insurance or guarantee claims that have been or are about to be filed with an insuring agency and complete the sale of any pending real estate-owned properties, and completion of foreclosure actions.

SUMMARY OF PRODUCT DELIVERABLES

SOW-Reference Deliverable

Description Delivery Date Number of Copies Recipient

Default Services Initial Default

Assessment Report Within 60 days of Default 2 paper copies GTR/GTM

COOP C.2.O COOP Plan Within 30 days of contract award and annually thereafter

2 paper copies and One electronic copy (CD Rom, Microsoft word compatible)

GTR/GTM and

CIO

Specific Subservicing Task Paragraph 9

Review of Estimation Process

Within 6 months of takeover of a portfolio and every 6 months thereafter

2 paper copies GTR/GTM

Default Services Paragraph 6

Reviews of files and records

Within 30 days of the default

2 paper copies GTR/GTM

Management Paragraph 2

Ginnie Mae Accounting Reports

5th calendar day of each month or next business day if the 5th is not a business day

One…