GNMA Multi Family Master Subservicer Solicitation.pdf

SOLICITATION/CONTRACT/ORDER FOR

COMMERCIAL ITEMS

1. REQUISITION NUMBER

R-2011-TS-0004

PAGE 1 OF

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1 84

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION

ISSUE DATE

R-OPC-23792 08/01/2011

7. FOR SOLICITATION a. NAME b. TELEPHONE NUMBER (No collect calls) 8.OFFER DUE

DATE/LOCAL TIME

INFORMATION CALL: James D. Mills (202) 402-7102 08/22/2011@

11:00am EST

9. ISSUED BY CODE 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB 12. DISCOUNT

TERMS

UNRESTRICTED DESTINATION UNLESS

US Dept. of Housing and Urban Development SET ASIDE % FOR BLOCK IS MARKED

Development 451 7 th St SW SMALL BUSINESS SEE SCHEDULE

Washington, DC 20410 HUBZONE SMALL

BUSINESS

13a. THIS CONTRACT IS A RATED

8(A) 13b. RATING

NAICS: 14. METHOD OF SOLICITATION

SIZE

STANDARD: RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

The Government National Mortgage Association US Department of Housing and Urban Development

550 12th St.,SW, 3rd floor 451 7 th St SW

Washington, DC 20410 Washington, DC 20410 17a.CONTRACTOR CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE

CODE The Government National Mortgage Association

451 7 th St SW Room B-133, PSC 3 rd Floor

Washington, DC 20410 Attention: Controller

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

SUCH ADDRESS IN OFFER

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

CHECKED

SEE ADDENDUM

19.

ITEM

NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21QUANTITY

22.

UNIT

23.

UNIT

PRICE

24.

AMOUNT

See Attachment’s

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

R-2011-TS-00004/86X4238

26.TOTAL AWARD AMOUNT

(For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT

ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BYT REFERENCE FAR 52.212-4, FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT

ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND

RETURN

1 COPIES. 29. AWARD OF CONTRACT: REFERENCE OFFER.

TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS DATED YOUR OFFER ON SOLICITATION

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES

WHICH

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE

SIGNED

Tanya J. Latson

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

TABLE OF CONTENTS

PAGE

Enclosure 1-

SUPPLIES OR SERVICES AND PRICE 7-11

CONTRACT TYPE 7-11

ORDERING PROCEDURES 7-11

PRICING SCHEDULE 7-11

ENCLOSURE 2 –

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

2.1 BACKGROUND 12

2.2 GENERAL INFORMATION 12

2.3 DESCRIPTION OF TASKS, TRANSITION–IN 13

2.4 SERVICING REQUIREMENTS 14

2.5 ASSET MANAGEMENT 17

2.6 EXTRAORDINARY EXPENSES 18

2.7 DEFAULT REQUIREMENTS 18

2.8 SUPPORT SERVICES 19

2.9 DISASTER RECOVERY 20

2.10 CONTINUITY OF OPERATIONS PLAN 20

2.11 FEDERAL INFORMATION TECHNOLOGY SECURITY 21

2.12 REQUIRED INFORMATION TECHNOLOGY LABOR DESCRIPTIONS INFORMATION

SYSTEM SECURITY OFFICER (ISSO)/SECURITY ENGINEER 24

2.13 TRANSITION OUT OPERATIONS AND MAINTENANCE -TRANSITION OUT 24

2.14 DEFINITIONS 25

2.15 POWER-OF-ATTORNEY 28

2.16 CONFIDENTIALITY 29

2.17 NOTICES 29

2.18 SUMMARY OF PRODUCT DELIVERABLES 30

ENCLOSURE 3 –

FACTORS FOR AWARD AND QUOTE INSTRUCTIONS

3.1 52.252-1 SOLICITATION PROVISIONS INCORPORATED

BY REFERENCE (FEB 1998) 32

3.2 52.216-1 TYPE OF CONTRACT (APR 1984) 32

3.3 QUESTIONS FROM OFFERORS CONCERNING THE SOLICITATION 32

3.4 INSTRUCTIONS FOR SUBMISSION OF OFFERS QUOTE FORMAT 33

3.5 QUOTE FORMAT 33

3.6 HUDAR 2452.215-70 QUOTE CONTENT (OCT 1999) 35

3.7 52.233-2 SERVICE OF PROTEST (SEP 2006) 38

3.8 HUDAR 2452.219-70 SMALL BUSINESS SUBCONTRACTING

PLAN COMPLIANCE (FEB 2006) 38

3.9 HUDAR 2452.233-70 REVIEW OF CONTRACTING OFFICER

PROTEST DECISIONS (FEB 2006) 39

3.10 AS 2309 - SUBCONTRACTING GOALS 39

3.11 52.217-5 - EVALUATION OF OPTIONS (JUL 1990) 40

3.12 AS 2301 RELATIVE IMPORTANCE OF TECHNICAL EVALUATION

FACTORS TO COST OR PRICE 40

3.13 EVALUATION CRITERIA FOR AWARD 41

ENCLOSURE 4 –

SUPPLEMENTAL CLAUSES AND PROVISIONS

4.1 FAR Clause 52.212-4 CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS (JUNE 2010) 45

4.2 FAR Clause 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

ITEMS (APRIL 2011) 56

4.3 2452.239-71 INFORMATION TECHNOLOGY VIRUS SECURITY (FEB 2006) 64

4.4 TIME AND MATERIAL ORDERING PROCEDURES 65

4.5 TRANSITION OUT OPTION EXERCISE (CLIN 0407) 65

4.6 FAR 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION

REGARDING RESPONSIBILITY MATTERS (JAN 2011) 66

4.7 FAR 52.216-18 ORDERING 66

4.8 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) 67

4.9 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) 67

4.10 PUBLICIZING AWARDS 67

4.11 HUDAR 2452.209-72 ORGANIZATIONAL CONFLICTS OF

INTEREST (APR 1984) 67

4.12 HUDAR 2452.219-70 SMALL BUSINESS SUBCONTRACTING PLAN

COMPLIANCE (FEB 2006) 68

4.13 HUDAR 2452.222-70 ACCESSIBILITY OF MEETINGS, CONFERENCES,

AND SEMINARS TO PERSONS WITH DISABILITIES (FEB 2006) 68

4.14 HUDAR 2452.237-70 KEY PERSONNEL (FEB 2006) 69

4.15 CONTRACTOR EMPLOYEE TRAVEL (OCT 1999) 69

4.16 GOVERNMENT INFORMATION/GOVERNMENT FURNISHED INFORMATION HUD 70

4.17 WORK PRODUCT AS GOVERNMENT PROPERTY 73

4.18 AS 1301 INCORPORATION OF SUBCONTRACTING PLAN 73

4.19 AS 1302 POSTAWARD CONFERENCE 73

4.20 AI 09-06 PERSERVATION OF, AND ACCESS TO CONTRACTOR RECORDS (SEPT 2009) 74

4.20 SUBCONTRACTING PLAN 75

4.21 AS 114 NOT-TO-EXCEEED LIMITATION 76

4.22 PERIOD OF PERFORMANCE 76

4.23 PLACE OF PERFORMANCE 77

4.24 HUDAR 2452.237-73 CONDUCT OF WORK AND

TECHNICAL GUIDANCE (FEB 2006) 77

4.25 CENTERAL CONTRACTOR REGISTRATION (CCR) 78

4.26 CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS) 78

4.27 CONTRACT AUDIT/REVIEW 78

ENCLOSURE 5 –

LIST OF ATTACHMENTS

Attachment 1 PAST PERFORMANCE EVALUATION SURVEY

Attachment 2 GINNIE MAE PAYMENT INFORMATION

Enclosure 1- SUPPLIES OR SERVICES AND PRICES

CONTRACT TYPE

This is a Requirements type contract with Fixed Unit Rate (FUR), Firm Fixed Price (FFP) and Time and

Material (T&M) type line items for Multifamily Master Subservicing services and related support services.

ORDERING PROCEDURES

(a) Ordering under items 0002, 0102, 0202, 0302, and 0402 (Loan Servicing) shall take place via work orders issued by the Contracting Officer or designee.

(b) Ordering under item 0003, 0103, 0203, 0303 and 0403 (Asset Management) shall take place via work orders issued by the Contracting Officer or designee.

BASE PERIOD (Insert at award)

CLIN Description Estimated

Quantity

Unit Unit

Price

Total

0001 FFP Transition In 1 EA

0002 FUR Loan Servicing 12 Per Pool/RPB

0002AA Loan Servicing - CLC 12 Per Pool/RPB

0002AB Loan Servicing - PLC 12 Per Pool/RPB

0003 Asset Management 12 Per Pool

0004 T&M Default Services -

(1) Ceiling Price

$10,500 NTE

T&M Vice President Hours

T&M Manager Investor Accounting Hours

0005 T&M Support Services

Ceiling Price

$14,500 NTE

T&M Sr. Attorney Hours

T&M Staff Attorney Hours

T&M Paralegal Hours

0006 FFP Disaster recovery/continuity of operations/certification and accreditation-annual Federal Information Technology

Security ,Required Information

Technology Labor Descriptions, Information System Security Officer

(ISSO)/Security Engineer

1 Per/year

Total Amount NTE

The Not-To-Exceed prices (NTE) are the Government’s current estimates of the maximum amounts that may be expended and are for evaluation purposes only. The Government is not obligated to order any specific minimum or maximum number of hours from any labor category or combination of categories.

For T&M type line items the prices referenced are CEILING PRICES that shall not be exceeded.

OPTION YEAR 1 (Insert at award)

Quantity

Unit Unit

Price

Total

0102 FUR Loan Servicing 12 Per Pool/RPB

0102AA Loan Servicing - CLC 12 Per Pool/RPB

0102AB Loan Servicing - PLC 12 Per Pool/RPB

0103 Asset Management 12 Per Pool

0104 T&M Default Services - (1)

Ceiling Price

$10,000 NTE

T&M

Support Services (1)

Ceiling Price

$16,400 NTE

T&M Sr. Attorney Hours

T&M Staff Attorney Hours

T&M Paralegal Hours

0106 FFP Disaster recovery/continuity of operations/certification and accreditation-annual Federal Information Technology

Security ,Required Information

Technology Labor Descriptions, Information System Security Officer

The Not-To-Exceed prices (NTE) are the Government’s current estimates of the maximum amounts that may be expended and are for evaluation purposes only. The Government is not obligated to order any specific minimum or

OPTION YEAR 2 (Insert at award)

Quantity

Unit Unit

Price

Total

0202 FUR Loan Servicing 12 Per Pool/RPB

0202AA Loan Servicing - CLC 12 Per Pool/RPB

0202AB Loan Servicing - PLC 12 Per Pool/RPB

0203 Asset Management 12 Per Pool

0204 T&M Default Services -

Ceiling Price

$12,400 NTE

Support Services - (1)

Ceiling Price

$13,300 NTE

T&M Sr. Attorney Hours

T&M Staff Attorney Hours

T&M Paralegal Hours

0206 FFP Disaster recovery/continuity of operations/certification and accreditation-annual Federal Information Technology

Security ,Required Information

Technology Labor Descriptions, Information System Security Officer

The Not-To-Exceed prices (NTE) are the Government’s current estimates of the maximum amounts that may be expended and are for evaluation purposes only. The Government is not obligated to order any specific minimum or

OPTION YEAR 3 (Insert at award)

CLIN Description Estimate d

Quantity

Unit Unit

Price

Total

0302 FUR Loan Servicing 12 Per Pool/RPB

0302AA Loan Servicing - CLC 12 Per Pool/RPB

0302AB Loan Servicing - PLC 12 Per Pool/RPB

0303 Asset Management 12 Per Pool

0304 T&M Default Services

Ceiling Price

$8,400 NTE

Support Services (1)

Ceiling Price

$14,900 NTE

T&M Sr. Attorney Hours

T&M Staff Attorney Hours

T&M Paralegal Hours

FFP

Disaster recovery/continuity of operations/certification and accreditation-annual Federal

Information Technology Security

,Required Information Technology

Labor Descriptions, Information

System Security Officer

The Not-To-Exceed prices (NTE) are the Government’s current estimates of the maximum amounts that may be expended and are for evaluation purposes only. The Government is not obligated to order any specific minimum or

OPTION YEAR 4 (Insert at award)

Quantity

Unit Unit

Price

Total

FUR

Loan Servicing 12 Per Pool/RPB

0402AA FUR Loan Servicing - CLC 12 Per Pool/RPB

0402 AB

FUR

Loan Servicing - PLC 12 Per Pool/RPB

FUR

Asset Management 12 Per Pool

0404 T&M Default Services

Ceiling Price

$7,800 NTE

Support Services (1)

Ceiling Price

$21,500 NTE

T&M Sr. Attorney Hours

T&M Staff Attorney Hours

T&M Paralegal Hours

0406 FFP Disaster recovery/continuity of operations/certification and accreditation-annual Federal

Information Technology Security

,Required Information Technology

Labor Descriptions, Information

System Security Officer

(ISSO)/Security Engineer

0407FFP Transition Out 1

Total Amount

Total Contract NTE NTE

The Not-To-Exceed prices (NTE) are the Government’s current estimates of the maximum amounts that may be expended and are for evaluation purposes only. The Government is not obligated to order any specific minimum or

Enclosure 2 - Description/Specifications/Statement of Work

Ginnie Mae Multifamily Master Subservicer

Statement of Work

2.1 Background

Ginnie Mae has a requirement for a Contractor to provide Multifamily loan servicing functions. These services include but are not limited to servicing existing portfolios and, in the event Ginnie Mae has to default any of its Issuers, the Contractor will be required to provide default services.

It is Ginnie Mae’s ultimate goal to dispose of all acquired portfolios expeditiously at the best obtainable market price. The Contractor shall subservice all portfolios with timeliness and the maximum degree of efficiency to achieve Ginnie Mae’s goal.

In the future, Ginnie Mae may assign additional portfolios to the Contractor as the need arises. All loans being sub-serviced by Ginnie Mae’s existing Contractor will be transferred to the Contractor for servicing under this contract.

2.2 General Information

(a) The Contractor has proven eligibility that it is an approved Ginnie Mae Multifamily Issuer and maintains current MBS Issuer eligibility. Please reference the following link:

http://ginniemae.gov/issuers/mf_issuers.pdf.

(b) Throughout this solicitation there will be references to the ―Ginnie Mae Guide‖, the guide is found at: http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers.

(c) The following requirements shall be demonstrated by all offerors:

1) Offerors are approved Ginnie Mae Multifamily Issuer and maintains current MBS Issuer eligibility.

2) Offerors possess IT infrastructure to support the services as described in the Statement of Work (SOW).

3) Offerors are capable of completing Transition In (see 2.3).

(d) As of December 31, 2010, Ginnie Mae holds a defaulted multifamily portfolio totaling approximately $121,000.00. Between fiscal years 2004 – 2011, there were no defaults. The future level of defaulted activity is uncertain and is dependent upon various program and economic http://ginniemae.gov/issuers/mf_issuers.pdf http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers factors. In difficult economic times, Ginnie Mae must be prepared to handle a large volume of defaults to ensure it can fulfill its guarantee obligation.

(e) It is Ginnie Mae’s ultimate goal to dispose of all acquired portfolios expeditiously at the best obtainable market price. The Contractor shall subservice all portfolios within Ginnie Mae’s reporting obligations and the maximum degree of efficiency to achieve Ginnie Mae’s goal.

(f) 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. All loan or property files are to be maintained at the contractors Multi Family Master Subservicer site. File(s) storage requirements are found in the Ginnie Mae Issuer Default Guide. This requirement applies to the disposition loans whether categorized as voluntary or involuntarily. All pooled and non-pooled loan files shall be transferred

(see transition-out) within 30 days when the period of performance of this contract expires.

2.3 Description of Tasks, Transition –In (CLIN 0001)

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 within the transition period. The transition-in plan shall detail all specific actions that need to be taken and their expected completion dates. First, the transition-in plan shall identify critical implementation issues and the associated risk. The contractor shall define for each risk a mitigation strategy and elaborate on how the Contractor will address such issues. Second, the transition-in plan shall be comprehensive and assure Ginnie Mae that the work can be transitioned to the new Contractor within 60 days of contract award, including the required certification and accreditation in accordance with the Federal Information Security Management Act and the National

Institute of Standards and Technology (NIST). Third, the transition-in 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. Information regarding NIST (NIST

SP800-37) standards is located at: http://csrc.nist.gov/publications/nistpubs/800-37-rev1/sp800-37-rev1-final.pdf

The Contractor’s infrastructure and systems for production, development, disaster recovery, and test sites must be certified and accredited within six (6) months of the award. Ginnie Mae will conduct this certification and accreditation. All Government Furnished Property (GFP), including data must reside in the continental United States of America (USA). In addition all sites and staff accessing GFP/data shall reside within the continental USA. All services performed under this contract, or performed by a subcontractor under this contract, shall be performed at a facility within the continental USA.

Information regarding HUD’s C & A requirements is located at:

http://www.hud.gov/offices/adm/hudclips/guidebooks/2400.25G/240025g1CertAccGUID.doc http://csrc.nist.gov/publications/nistpubs/800-37-rev1/sp800-37-rev1-final.pdf http://csrc.nist.gov/publications/nistpubs/800-37-rev1/sp800-37-rev1-final.pdf http://www.hud.gov/offices/adm/hudclips/guidebooks/2400.25G/240025g1CertAccGUID.doc

The Contractor shall provide a 60 day 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 describe in their Quote how they will meet with the required certification and accreditation within the required 6-month period. The Contractor shall demonstrate readiness to perform and demonstrate all processes and functions required under the SOW prior to final contract implementation including the disaster recovery test. The Contractor shall provide a certification of readiness, and documentation to support and demonstrate a complete and accurate transition-in.

The Contractor shall inventory, board, and take possession and control of all GFP including all files, electronic, paper, and historical 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.

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 Contractor will be transferred to the new Contractor for servicing under this contract.‖

2.4 Servicing Requirements (CLIN 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403)

Work and invoicing under these CLINS will be directed and approved by the GTR.

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, including preparation of full insurance endorsement packages and effecting assignments for full insurance benefits on defaulted loans or Real Estate

Owned (REO), and foreclosure services, preparation and submission of claims for FHA insurance benefits, and reports to Ginnie Mae, providing for the conversion of Construction Loan Certificates

(CLC) to Project Loan Certificates (PLC) and providing management oversight to projects during the term of the contract.

The Contractor shall service the loans comprising the pools and shall pay the security holders of

Ginnie Mae guaranteed Mortgage-Backed Securities (MBS) in accordance with Ginnie Mae’s standard Guaranty Agreement and instructions contained in the Ginnie Mae Mortgage-Backed

Securities Guide (Guide) 5500.3, located at, http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers.

and relevant FHA and RHS regulations, and shall perform all functions relating to management of all assets acquired by Ginnie Mae, acting in a fiduciary capacity for Ginnie Mae. The Contractor shall use generally accepted industry practices in conducting the services to be rendered pursuant to the terms of this contract. The Contractor shall participate in up to two status meetings each year at

Ginnie Mae headquarters and participate in other special periodic status meetings if required by the

GTR.

The Contractor shall reconcile the Principal and Interest (P&I) and Taxes and Insurance (T&I) custodial accounts with the monthly pool and loan level data requirements. The Contractor shall provide all reports and deliverables in accordance with Ginnie Mae’s reporting obligations as found in

Ginnie Mae’s MBS Guide 5500.3, located at, http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers, All Participants Memorandum, and

Accounting Manual. 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.

The Contractor shall comply with all rules and requirements as articulated by MBS Guaranty

Agreement, FHA and RHS regulations when performing all functions relating to the management of all assets acquired by Ginnie Mae to include servicing loans while acting in a fiduciary capacity.

The Contractor shall submit the monthly Master Subservicer Accounting and Aging Reports for any loans not reported in a Ginnie Mae pool. 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 2007 as a spreadsheet on

CD-ROM, or current software being used by Ginnie Mae each month for the duration of the contract.

The data may also be submitted via email.

The Contractor shall provide to Ginnie Mae the Accounting Reports no later than the second (2nd) business day of each month. (See Appendix VI-IXX of Ginnie Mae Guide 5500.3), located at, http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers.

Upon execution of a new Issuer default, and 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 eleventh

(11th) day of the month by a signed original Form Number MFPR-1 for Ginnie Mae I pools. Ginnie

Mae shall wire funds to the P&I Custodian Account (s) in accordance with Ginnie Mae Guide 5500.3, located at, http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers. Chapter 15, Section 15-2(A), for the payment of Ginnie Mae I security holders. All money collections, including advances after providing for security holder payments, are to be returned via pay.gov or as directed by Ginnie Mae’s

Treasurer’s Office to Ginnie Mae as of the close of business on the sixteenth (16th).

All Ordinary Expenses relating to the performance of Subservicing responsibilities are included herein. Ordinary Expenses shall include, but shall not be limited to, general overhead expenses of the Contractor including, personnel salaries, equipment and software leases, purchase costs and travel costs relating to the inspection of projects securing the mortgage. The travel costs to be included in Ordinary Expenses shall include a visit per year to each REO or PL property that secures the mortgage and such additional visits as may be required to adequately service the mortgages.

The Contractor shall submit all ancillary income to Ginnie Mae, including, but not limited to, late fees, Transfer of Physical Asset fees, NSF fees, etc. The Contractor shall not offset its fees under this contract from any funds collected on behalf of Ginnie Mae.

The servicing fee for administration of the CLCs shall be the total compensation paid for all normal construction-lending practices for the FHA Program or RHS program through Final Endorsement and the issuance of the PLC. For the month of conversion from CLC to PLC, the CLC fee shall be paid through the end of the month in which the conversion takes place. The servicing fee for administration of the PLC shall be the total compensation paid for all normal permanent-lending practices as required by the Federal Housing Administration Program, Rural Housing Service

Program, Ginnie Mae and prudent lending practices.

All mortgage papers and documents, tax receipts, insurance documents, foreclosure files and correspondence, current and historical computerized data files and other papers and records , whether developed or originated by the Contractor or not, reasonably required to document or to service properly any mortgage being serviced for Ginnie Mae shall be and remain at all times the property of Ginnie Mae. The Contractor shall not acquire any vested interest or property rights.

The Contractor shall notify Ginnie Mae’s Office of Finance within thirty (30) days of receiving a defaulted portfolio of all cash shortages in T&I escrow accounts. When verified, these shortages will be separately funded by Ginnie Mae’s Office of Finance. Until the reconciliation is accepted by the Office of Finance Ginnie Mae will fund shortages on an as needed basis. The Contractor shall not use Corporate Funds to cover shortages in the T&I Account.

The Contractor shall establish P&I and T&I bank accounts in accordance with the Ginnie Mae Master

Agreements. (These letter agreements are in the Ginnie Mae Guide), located at:

http://ginniemae.gov/guide/guidtoc.asp?subTitle=Issuers. 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 the GTR/GTM. In accordance with Paragraphs V(A) and (B) of form HUD-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.

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.

The Contractor will furnish all ad hoc requests for data and/or special reports as requested by the

GTR relating to Ginnie Mae’s capacity as guarantor.

If applicable the Contractor shall provide to Ginnie Mae semi-annual litigation reports 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 bankruptcy actions.

The Contractor shall have all required collateral documents held in trust for Ginnie Mae by an approved document custodian pursuant to form HUD-11715. The Contractor shall transfer custodial documents to an approved custodian with prior written approval by the GTR/GTM.

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.

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. All loan or property files are to be maintained at the Multi

Family Master Subservicer site. File(s) storage requirements are found in the Ginnie Mae Issuer

Default Guide. This requirement applies to the disposition loans whether categorized as voluntary or involuntarily. All pooled and non-pooled loan files shall be transferred within 30 days when the period of performance of this contract expires.

2.5 Asset Management (Portfolio and Loan Sale Support) (CLIN 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403)

Work and invoicing under these CLINS will be directed and approved by the GTR.

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 to the secondary market. 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

Pay the following fees:

Title Fees

Attorney Fees

Eviction Fees

Court Costs

Sheriff’s Fees

Mailing Fees

Damage Repairs

Photos

Yard Maintenance

Padlocks

Lawn Service

2.6 Extraordinary Expenses (CLIN 0003, 0103, 0203, 0303, 0403)

―Extraordinary Expenses‖ include expenses incurred by the Contractor in connection with the performance of Subservicing responsibilities other than ―Ordinary Expenses‖ that are customarily incurred during the normal course of loan servicing operations. ―Extraordinary Expenses‖ shall include, but shall not be limited to, costs associated with correcting any defects in the records or files of the Mortgages, enforcing on behalf of Ginnie Mae remedies under the documents evidencing and securing the Mortgage Loans, Letter of Credit transfer fees charged by issuing banks, recording costs, transfer fees and taxes, Mortgage, intangibles and recording taxes, security for protection of assets, receiver and trustees’ fees, appraisal costs, environmental studies, insurance, litigation and travel costs for problem assets beyond site visits included in

Ordinary Expenses within Enclosure 2. Any Extraordinary Expense shall require the GTR prior approval.

2.7 Default Requirements (CLIN 0004, 0104, 0204, 0304, 0404)

When notified by the GTR or GTM 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 defaulted 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 and RD. The Contractor shall follow the procedures in Ginnie Mae’s Default Management Operating Procedures Manual for

Master Subservicer and instructions by the GTR.

The Contractor shall establish P&I and T&I bank accounts in accordance with the Ginnie Mae Master

Agreements. (These letter agreements are in the Ginnie Mae Guide, which can be accessed at www.ginniemae.gov. 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 the GTR/GTM. In accordance with Paragraphs VI (A) and (B) of form HUD-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.

Ginnie Mae shall cause the defaulted Issuer or existing agent and document custodian to release to the Contractor all of its loan files, ledger cards and other records pertaining to the mortgage pools, the registration records and other information with respect to the Ginnie Mae MBS issued for the

Mortgage Pools and all records of payment made to the holders of such Ginnie Mae MBS. The transfer of accounts and all records with respect to all P&I and T&I custodial accounts, all other escrow custodial accounts, and all other funds assets. Certificates of Deposit, Letters of Credit, records, and information pertaining to such mortgages and/or mortgage pools shall also be ceased by

Ginnie Mae and performed by the Contractor. The Contractor shall receive all such property and information for the purpose of performing its duties under this contract.

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, bankruptcy issues and litigation issues and other matters of interest to Ginnie Mae. This report must be submitted to Ginnie Mae via email and hard copy.

The Contractor shall assist with the transfer of P&I accounts of defaulted Issuers to Ginnie Mae for reconciliation. Upon request for such P&I funds as needed by the Contractor, Ginnie Mae will transfer such funds to the Contractor.

The Contractor shall transfer each portfolio from a defaulted Issuer within five (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.

The Contractor shall conduct a review on an expedited basis of the files and records received from the defaulted Issuer and those documents held by the Ginnie Mae custodian with respect to the pools, and the financial information received by Ginnie Mae. The Contractor shall quantify Ginnie

Mae’s cash shortages and potential losses resulting from the defaulted Issuer’s actions, errors or omissions. The Contractor also shall ascertain the status of the loans and pools, begin stabilizing the loan servicing, loan administration, and foreclosure/REOs. Identify any missing or defective documents or items, and take the necessary steps to correct all defects.

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

2.8 Support Services (CLIN’s 0005, 0105, 0205, 0305, and 0405)

The Contractor shall, from time to time be required to provide Ginnie Mae with support services that are outside of its normal servicing duties. Such assistance might include unusual support for litigation or other legal actions pertaining to the serviced portfolio or multifamily servicing in general (i.e. acting as an expert witness). All efforts under this item must be pre-approved by GTR and HUDs legal department.

2.9 Disaster Recovery (CLIN 0006, 0106, 0206, 0306, 0406)

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 four (4) hours. The Contractor shall ensure that there are personnel that can perform the business operations at the back-up location(s) or remotely.

TASKS:

The Contractor shall:

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

Deliver the DR Plan within 30 days of contract award. Prior to implementation of the new award the Contractor shall fully test and pass the DR requirements according to NIST or perform tests acceptable to the GTR.

Maintain and operate the disaster recovery site or sites or submit a plan showing capability acceptable to the GTR with guidance from the CIO.

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

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 or sites with remote capability to ensure continued operations in the normal course of performing this SOW.

Participate in COOP drills as called for by Ginnie Mae.

2.10 Continuity of Operations Plan (CLIN 0006, 0106, 0206, 0306, 0406)

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) exist 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 thirty (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 the Federal Continuity Directive 1 and 2 (FCD 1 and FCD 2), February 2008 which provides guidance and direction when developing continuity plans, programs and identifying Primary Mission Essential Functions., in addition to all other applicable laws and directives issued by Homeland Security and other federal mandates.

FCD 1 and FCD 2 supersedes Federal Preparedness Circular 60 Continuity of the Executive Branch of the Federal Government at the Headquarters Level During National Security Emergencies, and Federal Preparedness Circular 65, Federal Executive Branch Continuity of Operations, June 15, 2004.

If a COOP event occurs, the Contractor shall:

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

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

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

2.11 Federal Information Technology Security (CLIN 0006, 0106, 0206, 0306, 0406)

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.

When directed by the GTR 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 current and updated 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 Paper

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 and Policies, and procedures.

Certification and Accreditation (C&A) standards by NIST will be maintained when directed. (An independent C&A will be performed by Ginnie Mae during the period of performance of this contract.)

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.

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.

Follow 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. HUD’s SDM is found at:

http://portal.hud.gov/hudportal/HUD?src=/program_offices/cio/sdm

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

The Contractor will prepare its security plan as part of its demonstration that its hosted facility meets the requirements for Certification and Accreditation (C&A) per the applicable requirements from HUD, OMB, NIST, etc., which will require the preparation of several related documents 1, including:

a. FIPS 199/200 Security Categorization Analysis

b. SP-800 Security Controls Self Assessment

c. Application and network venerability scans

d. Business Impact Assessment

e. Privacy Impact Assessment

f. Create System Security Plan, Risk Assessment, Technical Architecture, COOP and

Contingency Plans, Quality Control Plan, ST&E Plan and other relevant Voyager BSP C&A supporting documentation for each new application.

g. ST&E Testing

h. ST&E Report

i. PO&M

j. Accreditation Documentation.

Applicable regulations and mandates include:

1. FIPS 200 Security Controls for Federal Information Systems

1 HUD C&A Deliverable Template at http://www.hud.gov/offices/adm/hudclips/guidebooks/2400.25G/240025gGUID.pdf http://portal.hud.gov/hudportal/HUD?src=/program_offices/cio/sdm http://www.hud.gov/offices/adm/hudclips/guidebooks/2400.25G/240025gGUID.pdf

2. FIPS 199 Standards for Security Categorization of Federal Information and Information

Systems

3. FIPS 191 Guideline for The Analysis of Local Area Network Security

4. SP 800-84 Guide to Test, Training, and Exercise Programs for IT Plans and Capabilities

5. SP 800-60 Guide for Mapping Types of Information and Information Systems to Security

Categories

6. SP 800-59 Guideline for Identifying an Information System as a National Security System

7. SP 800-55 Security Metrics Guide for Information Technology Systems

8. SP 800-53A Guide for Assessing the Security Controls in Federal Information Systems

9. SP 800-53 Security Controls for Federal Information Systems

10. SP 800-47 Security Guide for Interconnecting Information Technology Systems

11. SP 800-42 Guideline on Network Security Testing

12. SP 800-37 Guidelines for the Security Certification and Accreditation of Federal Information Technology Systems

13. SP 800-34 Contingency Planning Guide for Information Technology Systems

14. SP 800-30 Risk Management Guide for Information Technology Systems

15. SP 800-26 Security Self-Assessment Guide for Information Technology Systems

16. SP 800-23 Guideline to Federal Organizations on Security Assurance and Acquisition/Use of Tested/Evaluated Products

17. SP 800-18 Guide for Developing Security Plans for Information Technology Systems

18. March 2006 Minimum Security Requirements For Federal Information And Information Systems: Federal Information Processing Standard (FIPS) 200 Approved By The Secretary Of Commerce

19. May 2005 Recommended Security Controls For Federal Information Systems: Guidance For Selecting Cost-Effective Controls Using A Risk-Based Process

20. November 2004 Understanding the New NIST Standards and Guidelines Required by FISMA: How Three Mandated Documents are Changing the Dynamic of Information Security for the Federal Government

21. July 2004 Guide For Mapping Types Of Information And Information Systems To Security Categories

22. May 2004 Guide For The Security Certification And Accreditation Of Federal Information

Systems

23. March 2004 Federal Information Processing Standard (FIPS) 199, Standards For Security Categorization Of Federal Information Systems

24. September 2001 Security Self-Assessment Guide for Information Technology Systems

2.12 Required Information Technology Labor Descriptions

Information System Security Officer (ISSO)/Security Engineer

(CLIN 0006, 0106, 0206, 0306, 0406)

Provide an individual that will 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 four (4)-five (5) years hands on experience in working with IT security, policies and Industry Best

Standards for data and information management resources. The individual should possess some familiarity with federal IT Security laws and regulations including NIST, OMB A130, OMB A127, etc. This person may have one or more of the following credentials:

Certified Information Systems Security Professional (CISSP) from Information Systems

Security Certification Consortium (ISC)

Certification and Accreditation Professional (CAP) from (ISC)

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

Association (ISACA)

2.13 Transition Out, Operations and Maintenance -Transition Out - (CLIN 0407)

The contractor shall transition the contract services within 60 days of the contract award.Transition-

Out: The Contractor shall provide Ginnie Mae and the subsequent Contractor a list of all deliverables/outstanding issues relating to Ginnie Mae’s Multifamily Master Subservicer contract. The

Contractor shall provide the requested information in both electronic (CD ROM) and hard copy format. The contractor must facilitate a seamless transition to the subsequent Contract. The

Contractor shall also develop, document and execute a transition plan that may be used to transition tasks and materials to an Incoming Contractor, or to the Government. This requirement shall apply to each performance period assigned under the contract. The transition plan will incorporate an inventory of all deliverables under this contract. The plan shall include a schedule of briefings, meetings, including dates and time and resources allotted, that will be required to fully transition all materials developed to the Incoming Contractor. The purpose of these meetings is to review project materials and take preparatory steps to ensure an effective transition in contractor support and to ensure continued system operations and maintenance. The plan shall be submitted at least 60 days prior to the expiration date of the current contract.

2.14 DEFINITIONS

The following terms shall have the meanings stated unless modified by mutual consent of the parties.

ACH: Automated Clearing House.

AE: Account Executive

Bank Letter: Document sent to the Issuer's financial institution informing the institution of the Issuer's default and requesting that the name of the Issuer's Ginnie

Mae accounts be changed to reflect Ginnie Mae as the sole proprietor.

Basis Point: One one-hundredth of one percent.

Certificate of Eligibility: A document issued by the Department of Veterans Affairs, which verifies a veteran's eligibility for a VA mortgage guarantee.

Clearing Account: A bank account used by a mortgage servicer for temporary, short- funds prior to transmittal. Examples of these accounts are collection clearing and disbursement clearing accounts.

Collection: The servicing procedure followed by the mortgagee to bring a delinquent mortgage current and to file the required notices to begin foreclosure when necessary.

Convey: The act of transferring title or ownership from one party to another.

CPTA: Central Paying and Transfer Agent

Default: Any breach outlined in Article 10 of the Guaranty Agreement

Default Manual: An internal Ginnie Mae procedural guide used during the preparation, execution and follow-up of an Issuer default.

DMOP: Default Management Operating Procedures.

Document Custodian: The financial institution, which holds the documents relating to the pooled mortgages on Ginnie Mae's behalf.

Document Custodian Letter sent to the defaulted Issuer's document custodian informing the

Letter: custodian of the Issuer's default and requesting that only Ginnie Mae or its representatives be allowed access to the Issuer's files.

DP: Data Processing.

Factor: The eight digit decimal, calculated monthly by Ginnie Mae, that is a proportion relating to the current outstanding principal balance of the securities to the original principal balance at the time the security was originally issued.

FHA: Federal Housing Administration, an office of the Department of Housing and Urban Development. FHA provides mortgage insurance for residential mortgages.

Foreclosure: A legal procedure in which a mortgaged property is liquidated to pay the outstanding debt in case of default.

Force Placed Insurance: Property insurance that is placed by the lender on the borrower's property when there is no proof of insurance on the property. The property insurance premium is billed to the borrower.

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