R-OPC-23795 STFA RFP.docx

SECTION M

OF

R-2011-TK-00004

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

U.S. Department of Housing and Urban Development Office of the Chief Procurement Officer 451 7th Street, S.W. Room 5256 Washington, DC 20410 Department of Housing and Urban Development Office of the Chief Procurement Officer Attn: Virgil O. Hightower 451 7th Street, S.W. Room 5256 Washington, DC 20410

NOTE: In sealed bid solicitations, “offer” and “Offeror” mean “bid” and “bidder”.

SOLICITATION

9. Sealed offers in original and copies for furnishing the supplies or services in the schedule will be received at the place specified in Item 8, or if hand carried, in the depository located in until local time

(Hour)

(Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: Section L, Provision No. 52.214-7 or 52.215-1.

All offers are subject to all terms and conditions contained in this solicitation.

11. TABLE OF CONTENTS

OTHER STATEMENTS OF OFFERORS

OFFER (Must be fully completed by offeror)

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

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

(The offeror acknowledges receipt of the amendments to the SOLICITATION for offerors and related documents numbered and dated:

15A. NAME

CODE

FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

15B. TELEPHONE NO. (Include area code)

ADDRESS IS DIFFERENT FROM ABOVE - ENTER SUCH ADDRESS IN SCHEDULE

AWARD (To be completed by Government)

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

U.S. Department of Housing and Urban Development (Ginnie Mae) 550 12th Street, S.W., 3rd Floor Attn: Comptroller Washington, DC 20024

(Signature of Contracting Officer)

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

NSN 7540-01-152-8064

PREVIOUS EDITION NOT USABLE

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

A-1

PART I – THE SCHEDULE

SECTION B - PRODUCTS OR SERVICES AND PRICES/COSTS

B.1 CONTRACT DESCRIPTION

This is a requirements contract with time and material (T&M) line items for Securitized Transaction Financial Advisor services supporting the U.S. Department of Housing and Urban Development Government National Mortgage Association's (Ginnie Mae) Office of Capital Markets.

B.2 PRICING SCHEDULE

BASE YEAR

(Task 2.1)

0002 (3)

REMIC & Callable Trust (Task 2.2)

0003(3)

SMBS

(Task 2.2)

Not-to-exceed(5) $2,940,000.00

TOTAL PRICE FOR BASE YEAR

OPTION YEAR ONE

REMIC & Callable Trust (Task 2.2)

(Task 2.2)

Not-to-exceed(5) $3,057,600.00

TOTAL PRICE FOR OPTION YEAR ONE

OPTION YEAR TWO

REMIC & Callable Trust (Task 2.2)

(Task 2.2)

Not-to-exceed(5) $3,179,904.00

TOTAL PRICE FOR OPTION YEAR TWO

OPTION YEAR THREE

REMIC & Callable Trust (Task 2.2)

(Task 2.2)

Lot

Not-to-exceed(5) $3,307,100.00

TOTAL PRICE FOR OPTION YEAR THREE

OPTION YEAR FOUR

REMIC & Callable Trust (Task 2.2)

(Task 2.2)

Not-to-exceed(5) $3,439,384.00

TOTAL PRICE FOR OPTION YEAR FOUR

TRANSITION OUT

(Task 2.4)

TOTAL PRICE FOR TRANSITION OUT

B3. SUMMARY

1Note: The quantities for REMIC & Callable Trust and SMBS line items are estimated quantities. Estimated and maximum quantities for these items are identified in 2452.216-77 ESTIMATED QUANTITIES - REQUIREMENTS CONTRACT (FEB 2006) provided below.

2Note: Line item 0001 is an optional item for a one-time transition in cost that is applicable to the first year of the contract. Optional item 0001 may be exercised at the time of award if the vendor selected for award is not the incumbent contractor.

3Note: : The period of performance for CLINs 0002 - 0004 is therefore 10 months, which is truncated due to the 2-month transition period. (see Section F.2 Period of Performance).

4Note: See H.12, Time and Material Ordering Procedures and Section I.1 (FAR 52.232-7).

5Note: The established ceiling prices are for items 0004, 0104, 0204, 0304, and 0404 and are the Government’s current estimates of the maximum amounts that may be expended for financial advisory services. The Government is not obligated to order any specific minimum or maximum number of hours from any labor category or combination of categories under items 0004, 0104, 0204, 0304, and 0404.

6Note: Funds for line item 0405 will not be obligated upon award and performance under line item 0405 will not be required if the incumbent contractor is awarded the new contract upon expiration of this contract. If all options are not exercised, or if the incumbent contractor is not awarded the new contract upon expiration of this contract, performance under line item 0405 will be required and funds will be obligated via modification at the firm fixed price incorporated in the contract.

B.4 AS112 LABOR CATEGORIES, UNIT PRICES PER HOUR AND PAYMENT

(CLINs 0004, 0104, 0204, 0304, 0404)

The contractor shall provide the following types of labor at the corresponding unit price per hour in accordance with the terms of this contract. The unit price per hour is inclusive of the hourly wage plus any applicable labor overhead, General and Administrative (G&A) expenses, and profit. Payment shall be made to the contractor upon delivery to, and acceptance by, the Government office requesting services. The total amounts billed shall be derived by multiplying the actual number of hours worked per category by the corresponding price per hour.

Partner: An individual with minimum of ten (10) years of experience in planning, coordinating and directing work pertaining to the review and analysis of government and private institutions engaged in mortgage finance, especially the secondary and capital markets. Possesses an understanding of Ginnie Mae’s Mortgage Backed Securities programs, FHA’s Title I and Title II programs, the VA’s Loan Guaranty programs, agency REMIC, Stripped MBS (SMBS) and callable securities. Also understands the application of the Bond Market Association Uniform Practices Code and Platinum/Mega/Giant securities.

Manager: An individual with a minimum of five (5) years of experience in supervising a group of employees to perform quality work in a timely manner pertaining to the review and analysis of government and private institutions engaged in mortgage finance, especially the secondary and capital markets. Possesses an understanding of Ginnie Mae’s Mortgage Backed securities programs, FHA’s Title I and Title II programs, the

VA’s Loan Guaranty programs, agency REMIC, SMBS and callable securities. Also understands the application of the Bond Market Association Uniform Practices Code and Platinum/Mega/Giant securities.

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

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

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

Labor Category

Year 1

Year 2

Year 3

Year 4

Year 5

Partner

Manager

Senior Consultant

Consultant/Staff

Administrative Staff

Material

$10,000

$10,000

$10,000

CEILING PRICE(5)

$2,940,000

$3,057,600

$3,179,904

$3,307,100

$3,439,384

B.5 MATERIAL

Material is defined under this contract as items associated with performing the tasks required under Section C. 2.3 FINANCIAL ADVISORY SERVICES (CLINs 0004, 0104, 0204, 0304, 0404), such as long distance travel and per diem (local travel will not be reimbursed), conference fees, booth/display rentals, printing costs, banners, posters and related printed media. All material must be pre-approved by the GTR in accordance with H.12, Time and Material ordering procedures.

B.6 2452.216-77 ESTIMATED QUANTITIES - REQUIREMENTS CONTRACT (FEB 2006)

In accordance with FAR 52.216 21(a), the government provides the following estimates:

The estimated dollar amount of services the government may order during the ordering period of this contract is $57,936,461.

The maximum amount of services the government may order during the ordering period of this contract is valued at $200,000,000.

SECTION B

B-6

SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

C.1 GENERAL INFORMATION

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

Through its Multiclass Securities and MBS Programs, Ginnie Mae provides a structure for channeling funds from the nation’s capital markets into the housing market. Multiclass securities products include Real Estate Mortgage Investment Conduit (REMIC) Securities and Platinum Securities. The U.S. Government’s full faith and credit guaranty backing the securities makes them widely accepted in those sectors of the capital markets that otherwise would not be likely to supply funds to the mortgage market. The funds received through the sale of the securities are used to make residential and other mortgage loans. Through this process, the program serves to increase the overall supply of credit available for housing and helps to ensure that credit is available at reasonable interest rates.

a. This contract will contribute toward the Ginnie Mae Program by providing highly complex securitized mortgage, mortgage derivative, and mortgage related product expertise to ensure that Ginnie Mae designs, develops and issues new Ginnie Mae securities that are favorably received by the market and significantly contribute towards Ginnie Mae’s mission to support expanded affordable housing in America by providing an efficient government-guaranteed secondary market vehicle linking the capital markets with Federal housing markets.

Ginnie Mae requires a contractor that shall provide for full service capital markets guidance and expertise on executing and operating Ginnie Mae’s Multiclass Securities Program.

The services listed in the Statement of Work (SOW) must be performed for the benefit of Ginnie Mae and to ensure the continued smooth operation of the Ginnie Mae Securities Program. One of the functions of the Securitized Transaction Financial Advisor (“Contractor”) is to provide a series of Agreed-Upon Procedures letters that Ginnie Mae can rely on to assure that Ginnie Mae Multiclass Securities are issued in accordance with the policies of Ginnie Mae and do not subject the Government to any undue risks.

Ginnie Mae requires these services on its Multiclass Securities Program. The Multiclass Securities Program increases liquidity of Ginnie Mae MBS in the secondary mortgage market.

(1) The Ginnie Mae REMIC products allow the private sector to combine restructured cash flows from Ginnie Mae MBS (including Home Equity Conversion Mortgage backed MBS) and other permissible REMIC securities to be tailored to meet investor’s preferences.

(2) The Ginnie Mae Callable Trust products permit one investor to receive the cash flows from the underlying MBS, while another investor has the right to buy the underlying MBS, under certain circumstances, thereby calling or terminating the Callable Trust.

(3) The Ginnie Mae Stripped Mortgage-Backed Securities (SMBS) Trust program complements the REMIC program and involves the allocation of principal and interest from pass-through securities in differing proportions than exist in the underlying mortgage loans. The SMBS Trust program can add value to investors by creating unique price-yield relationships enabling investors to: (1) better hedge prepayment risk, (2) manage portfolio convexity, control duration gap, as well as achieve desired hedging positions within the mortgage sector.

C2. TASKS

A. TRANSACTION ADVISOR

1. Under this contract the Contractor shall serve as transaction advisor for all of Ginnie Mae’s multiclass financial products. As other MBS, mortgage derivatives, and mortgage related securities are implemented the Contractor shall perform similar services for these products.

2. The Contractor shall take corrective action for each deliverable that does not meet the Contract’s quality requirements. The Corrective Action Plan shall establish procedures for correcting the defects in the non-conforming deliverable and for improving internal quality control so that future deliverables fully conform to the Contract’s quality requirements.

2.1 TRANSITION-IN (CLIN 0001)

The Contractor shall review current transactions for two months that occur during the transition to become familiar with the process. The Contractor shall also perform all Securitized Transaction Financial Advisor functions enumerated in the Multiclass Securities Guides which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors during the shadowing period as dry runs. In addition, the Contractor shall work with the incumbent Contractor on the list of all outstanding issues relating to Ginnie Mae’s Multiclass securities. The Contractor shall submit a transition plan two (2) business days after the contract is awarded. The transition plan shall describe the approach to transition tasks and materials from the outgoing Contractor. The plan shall include a schedule of briefings, including dates, times and resource allocations required to fully transition all materials and information. Additionally, the transition plan shall include an extensive list of questions and issues the Contractor proposes to address with the outgoing Contractor.

2.2 REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403)

a. All effort associated with executing transactions is included in the fixed price per transaction for above noted line items. All effort associated with tasks b - e, including all effort associated with acting as Ginnie Mae’s deal manager is included in the fixed transaction price. No effort associated with monthly transactions will be paid under line items 0004, 0104, 0204, 0304 or 0404.

b. No later than the Final Structure Date, the Contractor shall review the Checklist (as published in the Ginnie Mae Multiclass Securities Guide – also see Attachment I) with the potential Sponsor. After discussing the proposed transaction, recommend whether the proposed transaction conforms to Ginnie Mae’s policies and whether it is in Ginnie Mae’s best interest to complete the transaction. After Ginnie Mae assigns a deal number to the transaction, the Contractor shall provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae) in substantially the same form as cited in Attachment II (Note: Attachment II consists of three Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs-Pricing Letters). See Part I of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase I: Pricing.

c. After the Final Structure Date, the Contractor shall act as deal manager for Ginnie Mae. The Contractor shall advise Ginnie Mae of any apparent instances of non-compliance relating to Ginnie Mae policy and guidelines published in the Multiclass Securities Guide. The Contractor shall also review and proofread all offering documents and Sponsor Agreements for completeness and accuracy. This proofreading task shall include text, CUSIP numbers, and other numbers printed within the text of the disclosure documents. The Contractor shall electronically submit a daily status update to Ginnie Mae for each deal to facilitate the complete, accurate, and timely creation of each transaction for printing; this update should document the progress of each deal and highlight the printing-related issues, if any, of each deal. In order to clear the offering documents for printing, the Contractor shall provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae’s Legal Advisor) for the appropriate program in substantially the same form as cited in Attachment III (Note: Attachment III consists of four Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs –Offering Circular Supplement Letters). See Part II of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase II: Offering Circular Supplement. The Contractor shall post a REMIC Relay File to the Multiclass eAccess web page for each transaction shortly after the securities structure has been finalized.

d. Before the transaction closes, the Contractor shall review and proofread all closing documents with the exception of legal opinions for completeness and accuracy and determine that they comply with the terms of the Guide. The Contractor shall electronically submit a daily status update to Ginnie Mae for each deal to facilitate the complete, accurate, and timely creation of each transaction for settlement. The update shall document the progress of each deal and highlight the settlement related issues, if any, of each deal. The update may be prepared in the Contractor’s own format. In order to close the transaction, the Contractor must provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae’s Legal Advisor) in substantially the same form as cited in Attachment IV (Note: Attachment IV consists of four Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs-Closing Letters). See Part II of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase III: Closing. The Contractor shall complete and deliver a Monthly Guaranty Fees confirmation document by 6:00PM EST on the settlement date via e-mail to the Ginnie Mae, Office of Capital Markets and Office of the Treasurer.

e. The Contractor shall provide post-settlement expertise to address and resolve issues and problems on all previously issued Ginnie Mae multiclass transactions. Specifically, the Contractor shall work with the Legal Advisor, Pool Processing Agent, REMIC Information Agent, Platinum Administrator, Platinum Trustee, and Sponsors to recommend product enhancements that may improve the pricing, liquidity, settlement, clearance, and broaden the investor base for all Ginnie Mae securities.

2.3 FINANCIAL ADVISORY SERVICES (CLINs 0004, 0104, 0204, 0304 and 0404)

Under separately negotiated work orders, the Contractor may be requested to perform the following optional or similar tasks that may include but are not limited to the items listed below. All work orders will be performed on a time and material basis. For all work orders requested by the GTR, the Contractor shall submit a draft and final Project Work Plan for review and approval. The Contractor shall provide all supporting documentation to the GTR. See Section H.12 TIME AND MATERIAL ORDERING PROCEDURES (Work Orders). All deliverables for the tasks listed below will be specified in the related work orders.

a. Update the Ginnie Mae Multiclass Securities desk manual so that the Ginnie Mae Multiclass Securities Program and other structured securities programs that may be implemented during the term of this contract operate effectively and efficiently.

b. Research and discuss ad-hoc/one off market topics not already covered in REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403). The contractor shall provide an immediate response within 24 hours of the request.

c. Review the Multiclass Securities Guide, the Base Offering Circular and the Offering Circular Supplement Template as requested and assist HUD Office of General Counsel and Legal Advisor with the update based on current or desired practices.

d. Provide Ginnie Mae with market intelligence research for its Capital Markets updates, as requested.

e. Conduct an on-site review of Ginnie Mae Trustees that participate in the Ginnie Mae Multiclass Securities Program as part of the Trustee’s recertification process.

f. Advise and make recommendations to Ginnie Mae to develop policies/strategies for limiting its exposure related to the issuance of volatile securities or securities that are especially sensitive to changes in interest rates or prepayment rates. The Contractor shall also assist and recommend steps to limit the likelihood that the more volatile securities will be acquired by unsophisticated investors. This task does not include advice/recommendations related to specific transactions presented to Ginnie Mae. All efforts associated with ongoing monthly transactions are included in the fixed price transaction fees under REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403).

g. Provide second opinions in writing and provide oral presentations to Ginnie Mae as requested on new and existing securities products, program structures, operations, procedures, and guarantee fees. Second opinions shall include market intelligence as it relates to new and existing products.

h. Participate in meetings and make recommendations to Ginnie Mae regarding the implementation of additional or augmented systems, reports, research, and data dissemination that may improve the liquidity or operations of Ginnie Mae Mortgage-Backed Securities, mortgage derivatives, and mortgage-related securities.

i. Monitor domestic and international capital markets and advise Ginnie Mae, on an ongoing basis, of any impacts to its programs. The Contractor shall also advise Ginnie Mae concerning industry developments, topics will include, but not be limited to, Securities Industry and Financial Markets Association (SIFMA) and other similar MBS/Asset Backed Security industry associations, and provide professional top tier advice for interfacing with the industry.

j. Provide Ginnie Mae with written and/or oral presentations (including written handouts) regarding Ginnie Mae Securities (when requested based on market conditions). The presentations shall include the effect of the Ginnie Mae Multiclass Securities Program and other structured securities that may be implemented during the term of this contract on the relative pricing of Ginnie Mae Multiclass Securities, MBS, mortgage derivatives, and mortgage related securities and their effects on FHA, VA, RD and PIH financing costs. In addition, the presentations shall include the relative value of Ginnie Mae securities vis-à-vis the Agencies and private-label issuers.

k. Arrange, provide logistical and program support and participate in sessions, forums, focus groups, conventions (domestic and foreign), etc. that are relevant to mortgage securities. Such conferences could include the Annual Investor Symposium, MBS Annual Secondary Market Conference, MBS Annual Meeting, ABS East Conference, ASF Conference and the SIFMA’s Annual Conference, as well as other conferences as requested. Specifically, the Contractor shall assist Ginnie Mae in researching, developing, organizing, and coordinating creative conference content solutions (e.g., agendas, workshops, attendance composition strategies, delegates, speakers, etc.) for Ginnie Mae sponsored and/or Ginnie Mae participating events of the highest quality. The aforementioned conferences will primarily have an educational focus with the aim of delivering timely, vital information to institutional investors in a clear thought-provoking manner, concerning the performance characteristics of Ginnie Mae securities. In addition to the educational content, the Contractor shall work with Ginnie Mae to achieve a well-balanced audience composition to achieve successful conference sponsorship or participation. The Contractor shall assist Ginnie Mae to achieve an appropriate balance of fund manager, plan sponsors, dealers, brokers, mortgage bankers, investment bankers, practitioners, academics, etc. to ensure that Ginnie Mae related topics are presented and discussed from multiple perspectives. Ginnie Mae's sponsorship and/or participation activities should serve a dual purpose: (a) to educate investors about the latest developments concerning the relevant characteristics of Ginnie Mae securities and (b) to provide an opportunity to meet existing and potential clientele for the purpose of generating new business relationships. In addition, the Contractor shall review drafts of handbooks, Multiclass Participants Memoranda, forms, web content, and other such materials relating to work under this contract on an ad-hoc basis.

2.4 TRANSITION OUT (CLIN 0405)

The Contractor shall permit the subsequent Contractor to review the transactions process, perform the steps listed herein in the contract, inquire about outstanding issues and ask other technical questions and provide all deliverables. The Contractor shall provide Ginnie Mae and the subsequent Contractor a list of all outstanding issues relating to Ginnie Mae Multiclass Securities and 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, including dates and time and resources allotted, that will be required to fully transition all materials developed to the incoming Contractor. The plan shall be submitted at least 90 days prior to the expiration date of the current contract.

2.5 DELIVERABLE SCHEDULE

ALL DELIVERABLES ARE REQUIRED TO BE PROVIDED TO THE GTR AS SPECIFIED IN THE TABLE BELOW.

Task C.2.1:

CLIN 0001

Task C.2.2b:

CLINs 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403

Task C.2.2b:

CLINs 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403

Task C.2.2c:

CLINs 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403

Task C.2.2d:

CLINs 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403

Task C.2.2d:

CLINs 0002, 0003, 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403

THE DELIVERABLES FOR TASKS C2.3a THROUGH C2.3k, LISTED BELOW, WILL BE SPECIFIED IN THE RELATED WORK ORDERS.

Task C.2.3a:

CLINs 0004, 0104, 0204, 0304, 0404

Task C.2.3f:

CLINs 0004, 0104, 0204, 0304, 0404

Task C.2.3g:

CLINs 0004, 0104, 0204, 0304, 0404 Second Opinions (In writing and via oral presentation as requested)

Task C.2.3i:

Monitor Domestic and International Markets

2. Face-to-face meetings, implemented by conference telephone discussions, with market participants (e.g., Sponsors). Topics will include, but not be limited to:

· Ginnie Mae, Fannie Mae and Freddie Mac spreads compared to comparable benchmarks, such as US Treasuries and the Global Swap Markets

· Liquidity issues regarding GN I, GN II and Multiclass Securities, and the impact on pricing

· Pricing impact from specified pool issuance by Fannie Mae and Freddie Mac

· New products and programs initiated by Fannie Mae and Freddie Mac

· Domestic and International perspectives on Ginnie Mae MBS and Multiclass Securities

· Potential new products and programs requested of Ginnie Mae

· Additional information for the Capital Markets concerning GN I and GN II pools

· Overall domestic and international capital markets development

· Ginnie Mae guaranty fees and comparable fees charged by Fannie Mae and Freddie Mac

· Profitability of Sponsor MBS and CMO/REMIC trading desks

· Trading strategies for agency MBS and Multiclass securities

· Perspective on political issues surrounding Fannie Mae and Freddie Mac and potential negative and positive impact on Ginnie Mae MBS and Multiclass Securities Programs

· Competition from Fannie Mae and Freddie Mac

· Competition from the Federal Home Loan Banks regarding their FHA/VA whole purchase programs

· Competition from private loan structured securities issuers, including FHA loans which have been repurchased of Ginnie Mae MBS pools

· Alternative strategies of delivering structured cash flows to investors in the form of multiclass products

· Private label securitization of FHA loans bought out of Ginnie Mae pools

· Private label whole loan securitizations and other capital market innovative strategies and structures to deliver cash flows to investor

Task C.2.3j:

CLINs 0004, 0104, 0204, 0304, 0404

Task C.2.3k:

Support for Conferences & Seminars (Below is a sample list of some of the conferences. This list is not conclusive.)

Task C.2.4:

CLIN 0405

SECTION C

C-9

SECTION D - PACKAGING AND MARKING

D.1 MARKING OF REPORTS

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

The title of the deliverable Date of the deliverable Contract Number GTR’s name and number

SECTION D

D-1

SECTION E

E-1

SECTION E – INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See the internet address specified below for electronic access to the full text of a clause.

https://www.acquisition.gov/far/index.html

E.2 GOVERNMENT PROPERTY

Upon completion or termination of this contract, the Contractor shall deliver to the Government or to the successor Contractor designated by the Government, all individual property files, rental records and any unused Government forms or documents related to this contract within 30 days at no cost to the Government.

E.3 HUDAR 2452.246-70 INSPECTION AND ACCEPTANCE (FEB 2006)

Inspection and acceptance of all work required under this contract shall be performed by the Government Technical Representative (GTR) or other individual as designated by the Contracting Officer or GTR.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

F.2 PERIOD OF PERFORMANCE

The period of performance for this procurement is one (1) base year of 12 months, which includes an optional two (2) month transition-in period. There are four (4) option periods for 12 months each.

F.3 PLACE OF PERFORMANCE

The place of performance for this contract will be the contractor’s facility. However, the performance may require travel for meeting purposes to the HUD facilities in the Washington DC Metropolitan area or work sites. Travel shall be included within each fixed price line item under the contract and not considered under a separate line item.

SECTION F

F-1

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 GNMA INVOICING PROCEDURES

Ginnie Mae makes payments to vendors via ACH and/or FEDWIRE. Consequently, Ginnie Mae requires that each vendor submit their banking information by completing the attached form titled ACH / WIRE VENDOR PAYMENTS & MISCELLANEOUS PAYMENT FORM (see Section J, Attachment V). Also, if the vendor ever changes their bank and/or bank account information they must submit an updated form in order to get paid.

An invoice must include all items required by FAR clause 52.232-25, “Prompt Payment” and all of the following:

1. A signed original invoice must be submitted.

2. Vendor Invoice Number

3. HUD Contract Number

4. Ginnie Mae Tracking Number

5. Quantity, Units, Unit Price, and Total Price billed for each Fixed Price, Labor Hour/Time & Material.

6. Labor Category, Number of Hours Worked for each labor Category, Unit Price for each Labor Category, and Total Price for each Labor Category and Time & Material Line Item.

7. Total Material Cost incurred for each Time & Material Line Item with an itemized Breakdown of the Cost Incurred by Item.

8. Billing Period

9. Total Contract Value

10. Total Amount Obligated

11. Total Amount Obligated by Line item and Task Order

12. Total Amount Invoiced by Line Item and Task Order

13. Total Amount Invoiced

14. Cumulative Amount Billed by Line Item and Task Order and Total

15. Cumulative Amount Paid by Line item and Task Order and Total

16. Remaining obligated amount available (Item 10 – Item 14)

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

18. The monthly report shall contain the certificate of conformance required by FAR 52.24615 if applicable. The certificate shall cover all activities completed during the month.

Invoices may be sent to Ginnie Mae via regular United States Postal Service or by UPS/FedEx/DHL etc.

If mailing invoices via United States Postal Service use the following address:

Ginnie Mae Office of Finance ATTN: Controller 451 7th Street, SW, B-133 Washington, DC 20410

If mailing invoices via UPS/FedEx/DHL etc. (overnight mail), please use the following address:

Ginnie Mae Office of Finance ATTN: Controller 3rd Floor Potomac Center South Tower 550 12th Street, SW Washington, DC 20024 Note: All invoices shall be distributed as follows, except for the final invoice, which shall be submitted in all copies to the Contracting Officer: original to the payment office listed above, and one copy each to the Government Technical Representative (GTR) and the Contracting Officer identified in the contract.

(a) The Government Technical Representative (GTR) for liaison with the contractor as to the conduct of work is [to be inserted at time of award] or a successor designated by the Contracting Officer. The Contracting Officer will notify the contractor in writing of any change to the current GTR's status or the designation of a successor GTR.

(b) The GTR will provide guidance to the contractor on the technical performance of the contract. Such guidance shall not be of a nature which:

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

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

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

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

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

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

(d) Certain of the GTR's duties and responsibilities may be delegated to one or more Government Technical Monitors (GTMs) (see HUDAR subpart 2402.1). The Contracting Officer will notify the contractor in writing of the appointment of any GTMs.

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

G.3 HUD GOVERNMENT TECHNICAL MONITOR (GTM)

The Government Technical Monitors (GTM) for this contract will be provided at the time of award. The GTM’s shall support the GTR by providing technical guidance to the contractor in performance of this contract. The GTM’s conduct and technical guidance shall be in compliance with Clause G.2 of this contract.

SECTION G

G-2

SECTION H

H-1

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 PRESERVATION OF, AND ACCESS TO, CONTRACT RECORDS

(a) For the purposes of this clause-- "Contract records" means information created or maintained by the contractor in the performance of the contract. Contract records include documents required to be retained in accordance with FAR 4.703 and other information generated or maintained by the contractor that is pertinent to the contract and its performance including, but not limited to: email and attachments; formal and informal correspondence; calendars; notes; reports; memoranda; spreadsheets; tables; telephone logs; forms; surveys; books; papers; photographs; drawings; machine-readable materials; and data. Contract records may be maintained as electronically stored information or as tangible materials. Contract records may exist in either final or any interim version (e.g., drafts that have been circulated for official purposes and contain unique information, such as notes, edits, comments, or highlighting). Contract records may be located or stored on the contractor's premises or at off-site locations.

"Electronically stored information (ESI)" means any contract records that are stored on, or generated by, an electronic device, or contained in electronically accessible media, either owned by the contractor, subcontractor(s), or employees of the contractor or subcontractor(s) regardless of the physical location of the device or media (e.g., offsite servers or data storage).

"ESI devices and media" include, but shall not be limited to:

(1) Computers (mainframe, desktop, and laptop);

(2) Network servers, including shared and personal drives;

(3) Individual e-mail accounts of the contractor's and any subcontractors' principals, officers, and employees including all folders contained in each email account such as "Inbox," "Outbox," "Drafts," "Sent," "Trash," "Archive," and any other folders;

(4) Personal data assistants (PDAs);

(5) External data storage devices including portable devices (e.g., flash drive); and

(6) Data storage media (magnetic, e.g., tape; optical, e.g., compact disk; microfilm; etc.). "Tangible materials" means contract records that exist in a physical (i.e., non-electronic) state.

(b) If during the period of performance of this contract, HUD becomes or anticipates becoming a party to any litigation concerning matters related to records maintained or generated by the contractor in the performance of this contract, the contracting officer may provide the contractor with a written (either hardcopy or email) preservation hold and certification of compliance with preservation hold. Upon receipt of the hold, the contractor shall immediately take the following actions:

(1) Discontinue any alteration, overwriting, deletion, or destruction of all tangible materials and ESI;

(2) Preserve tangible materials and ESI. The contractor shall preserve ESI in its native form to preserve metadata (i.e., creation and modification history of a document);

(3) Identify all individuals who possess or may possess, tangible materials and ESI related to this matter, including contractor employees, subcontractors, and subcontractor employees. The contractor shall provide the names of all such individuals via email to the HUD official indicated in the notice;

(4) Document in writing the contractor's efforts to preserve tangible materials ESI. It may be useful to maintain a log documenting preservation efforts;

(5) Complete the certification of compliance with litigation hold upon receipt and return it to the identified contact person; and

(6) Upon the request of the contracting officer, provide to the contracting officer or other HUD official designated by the contracting officer with any of the information described in this clause. The contractor shall immediately confirm receipt of such request. The contractor shall describe in detail any records that the contractor knows or believes to be unavailable and provide a detailed explanation of why they are unavailable, and if known, their location.

(c)(1) If any request for records pursuant to paragraph (b)(6) of this clause causes an increase in the estimated cost or price, or the time required for performance of any part of the work under this contract, or otherwise affects any other terms and conditions of this contract, the contracting officer shall make an equitable adjustment in any one or more of the following and will modify the contract accordingly:

(i) Contract price.

(ii) Delivery schedule.

(ii) Other affected terms.

(2) The contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the contracting officer's request made pursuant to paragraph (b)(6) of this clause. However, if the contracting officer decides that the facts justify it, the contracting officer may receive and act upon a request submitted before final payment of the contract.

(3) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the contractor from providing the records requested by the contracting officer.

(d) The contractor shall include the terms of this clause in all subcontracts awarded under this contract.

Alternate II. For labor-hour or time-and-materials type contracts, substitute the following paragraph (c)(1) for paragraph (c)(1) of the basic clause:

(c)(1) If any request for records pursuant to paragraph (b)(6) of this clause causes an increase or decrease in any hourly rate, the ceiling price, or the time required for performance of any part of the work under this contract, whether or not changed by the request, or otherwise affects any other terms and conditions of this contract, the contracting officer will make an equitable adjustment in any one or more of the following and will modify the contract accordingly:

(i) Ceiling price.

(ii) Hourly rates.

(iii) Delivery schedule.

(iv) Other affected terms.

H.2 2452.239-71 INFORMATION TECHNOLOGY VIRUS SECURITY (FEB 2006)

(a) The contractor hereby agrees to make every reasonable effort to deliver information technology products to HUD free of known computer viruses. The contractor shall be responsible for examining all such products prior to their delivery to HUD using software tools and processes capable of detecting all known viruses.

(b) The contractor shall include the following statement on deliveries of hardware, software, and data products, including diskettes, made under this contract.

“This product has been scanned for known viruses using [name of virus-screening product, including version number, if any] and is certified to be free of known viruses at the time of delivery."

(c) The Contracting Officer may assess monetary damages against the contractor sufficient to compensate HUD for actual or estimated costs resulting from computer virus damage or malicious destruction of computer information arising from the contractor's failure to take adequate precautions to preclude delivery of virus-containing products in the delivery of…