You are on page 1of 177

ORDER FOR SUPPLIES OR SERVICES

IMPORTANT: Mark all packages and papers with contract and/or order numbers
I. DATE OF ORDER 2. CONTRACT NO (If any) 6. SHIP TO: a. NAME OF CONSIGNEE 4. REQUISITION/REFERENCE NO
-

PAGE OF PAGES 1

46

GS 10E- 0466N
-

05/25/2012
3. ORDER NO

Multiple Destinations

FHF 12 F 0034

FHF- 12 0181
-

5. ISSUING OFFICE (Address correspondence to)

b. STREET ADDRESS

Federal Housing Finance Agency Constitution Center 400 7th Street, SW Washington DC 20024
C, CITY

7. TO: a NAME OF CONTRACTOR

f. SHIP VIA

1
8. TYPE OF ORDER

d. STATE e. ZIP CODE

PRICEWATERHOUSECOOPERS LLP 1
-

b COMPANY NAME c. STREET ADDRESS

Ea.

PURCHASE

II

b. DELIVERY

REFERENCE YOUR:

1800 TYSONS BLVD

QUOTE DATED 3/29/2012

d. CITY

e. STATE

f ZIP CODE

MCLEAN
9. ACCOUNTING AND APPROPRIATION DATA

VA

22102 - 4261

Please furnish the following on the terms and conditions specified on both sides of this order and on the attached sheet, if any, including delivery as indicated 10 REQUISITIONING OFFICE

Except for billing instructions on the reverse, this delivery order is subject to instructions contained on this side only of this form and is issued subject to the terms and conditions of the above-numbered contract

See Schedule
11, BUSINESS CLASSIFICATION

Federal Housing Finance Alency


(Check appropriate box(es))
b OTHER THAN SMALL e. HUBZone 13. PLACE OF c. DISADVANTAGED g SERVICEDISABLED El 1. EMERGING SMALL VETERANOWNED BUSINESS 14. GOVERNMENT B/L NO 12. FOB POINT

a. SMALL

Destination
16. DISCOUNT TERMS

LII d WOMEN-OWNED
a INSPECTION

15. DELIVER TO F.0 POINT ON OR BEFORE (Date)

b. ACCEPTANCE 17. SCHEDULE (See reverse for Rejections) QUANTITY ORDERED UNIT (d) (9) UNIT PRICE (a)

Destination Destination

N/30 PROMPT PAY


QUANTITY ACCEPTED (9)

ITEM NO. (a)

SUPPLIES OR SERVICES (b)

AMOUNT

Points of Contact Wanda I. Cruz Contracting Officer (202) 649-3784 wanda.cruz@fhfa.gov Continued ...
18 SHIPPING POINT 19. GROSS SHIPPING WEIGHT 20. INVOICE NO 17jN. TOTAL

(Corn
21. MAIL INVOICE TO: a NAME
SEE BILLING INSTRUCTIONS ON REVERSE

ARC/ASDTITR

$2,184,326.77

i0/AM7r,11:7-72 A6 b. STREET ADDRESS (or P.O. Box) PO BOX 1328

FHF@BPD.TREAS.GOV
e7PCMv

17(i) GRAND TOTAL

$2,184,326.77

, PARKERS 3URC
22 UNITED STATES OF AMERICA BY (Signature)

26101 - 1328
23. NAME (Typed)

WANDA I. CRUZ
TITLE: CONTRACTING/ORDERING OFFICER OPTIONAL FORM 347 (Rov 412006)
Presutled by GSA/FAR 46 CFR 53 213161

AUTHORIZED FOR LOCAL IRFPRoL)ucirrJ PREVIOUS EDITION NOT USABLE

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mark all ;wkages and papers with contract and/or order numbers
DATE OF ORDER

PAGE NO

2
ORDER NO.

coNTRAci NO.
kS - 10E -

05/25/2012
ITEM NO

0466N
SUPPLIES/SERVICES (b)
OUAN rl f Y UNIT

FHF - 12 F - 0034
ORDERED (d) (c) UNIT PRICE (e) AMOUNT M QUANTITY ACCEPTED (g)

(a)

BoE:hie McCloskey Critracting Officer Representative (COR) (202) 649-3126 bc:nnie.mccloskey@fhfa.gov This is a Time-and Material Task Order. The contractor is not authorized to make any changes to the terms and conditions of ;his task order without the written dpproval of the Contracting Officer. All the terms and conditions under GSA NOB'S Schedule GS-10E-0466N and Attachment A are hereby made part of this task order. Contractor's Organizational Conflict of Interest Plan dated March 19, 2012 is hereby approved and incorporated into the Task Order by reference. This document is 7:n be updated as needed throughout the life of the task order. PricewaterhouseCoopers (PwC) Professional :1r:dards and Project Responsibilities dated May 25, 2012 is hereby incorporated into the Task Order in full text as Attachment C. The contractor, with COR approval, can re-allocate hours between labor categories .rind within the total estimated ceiling rice depending on requirements of the poject. Admin Office: Federal Housing Finance Agency Constitution Center 400 7th Street, SW Washington DC 20024 Acnounting Info: VHF5532SFXXXX-2012-610001-FHF2701000-2524 F10000-XXX-XX-FHF300000-XXXXXXXXX-XXXXXXXXX Period of Performance: 05/25/2012 to 05/24/2017 Continued ...

TOTAL CARRIED FORWARD TO 1ST PAGE FEIN 1 ?MA


AIJFIL)EDp QR LOCAL REPODUC flON

$0.00
OPTIONAL FORM 348
(Rev 5/20061 PresulbedbyGSAFAROBCFR)53213M

PREVIOUS EDITION NOT USABLE


DATE OF ORDER
CONTRACT NO.

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


ORDER NO

PAGE NO

I MPORTANT: Mark all packages and papets with contract and/or order numbers

05/25/2012 ..:3-10E-0466N
ITEM NO (a)

FHF-12-F-0034
QUANTITY UNIT ORDERED (d) (c) UNIT PRICE
(e)

SUPPLIES/SERVICES (b)

AMOUNT

QUANTITY ACCEPTED
(g)

0001

BASE YEAR 05/25/2012 - 05/24/2013 Real Estate Owned (REO) Disposition Alternative - LABOR The Contractor shall furnish all personnel and services and otherwise do all things necessary to or incident to, performing and providing the services described in the Statement of Work (SOW) under Attachment B. Below are the applicable labor categories and hourly rates for this performance period:

2,084,326.77

N(4)

0002

BASE YEAR 05/25/2012 - 05/24/2013 OTHER DIRECT COSTS - TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel Continued ...

100,000.00

TOTAL CARRIED FORWARD TO 1ST PAGE Il NEM 1 N-10


AuNtoPID FOR LOC..; REFoLluuTION PREVIOUS EDITION NOT USABLE

$2.184.326.77
OPTIONAL FORM 348
(Rev 4(2006) PrescribedWOMMR(OCFMS321M

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mark all packages and papers with contract and/or order numbers.
DATE OF ORDER CONTRACT NO.
-

PAGE NO

4
ORDER NO.

05/25/2012 GS 10E- 0466N


ITEM NO. (a) SUPPLIES/SERVICES
(b)

FHF- 12 F- 0034

QUANTITY UNIT ORDERED


(c) (d)

UNIT PRICE (e)

AMOUNT M

QUANTITY ACCEPTED (g)

reimbursement in the Washington DC area is not authorized.

0003

OPTION YEAR ONE 05/25/2013 - 05/24/2014 REO Disposition Alternative - LABOR The Contractor shall furnish all personnel and services and otherwise do all things necessary to or incident to, performing and providing the services described in the Statement of Work (SOW) under Attachment B. Below are the applicable labor categories and hourly rates for this performance period:

0.00

(WO

Amount: $2,189,646.42(Option Line Item) 03/31/2013 )004 OPTION YEAR ONE 05/25/2013 - 05/24/2014 OTHER DIRECT COSTS - TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent Continued ... 0.00

TOTAL CARRIED FORWARD TO 1ST PAGE OTEM 1 ./(11))


AUTHORIZED FOR LOCAL RLPODUCTION PREVIOUS EDITION NOT USABLE

0.00
OPTIONAL FORM 348 IR.
40006) Prebnibed by GSA FAR (40 CFR) 53 213(t)

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mar all packageS and papers with contract and/or order numbers. DATE OF ORDER CONTRACT NO I ORDER NO.

PAGE NO

05/25/2012
ITEM NO (a)

2,S-10E-0466N
SUPPLIES/SERVICES (b) QUANTITY UNIT ORDERED (d) (c) UNIT PRICE (a)

FHF-12-F-0034
AMOUNT QUANTITY ACCEPTED
(5)

that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel reimbursement in the Washington DC area is not authorized. Amount: $100,000.00(Option Line Item) 03/31/2014 0005 OPTION YEAR TWO 05/25/2014 - 05/24/2015 REO Disposition Alternative - LABOR The Contractor shall furnish all personnel and services and otherwise do all things necessary to or incident to, performing and providing the services described in the Statement of Work (SOW) under Attachment B. Below are the applicable labor categories and hourly rates for this performance period:
(:0)(4)

. 0.00

Amount: $2,255,345.58(Option Line Item) 03/31/2015 D006 OPTION YEAR TWO 05/25/2014 - 05/2412015 OTHER DIRECT COSTS - TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and Continued ... 0.00

TOTAL CARRIED FORWARD TO 1ST PAGE OTEM 170 -11)


AU THOM ZEF,) FOR LOCAL REP C, TiON PREVIOUS EDITION NOT USABLE

0.00
OPTIONAL FORM 348
(Rey. 4/20061 Prescribed by GSA FAR (48 CFR) 53 215(5.

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mark all packales and Drivers with contract and/or order numbers.
DATE OF ORDER C OM NAC t NO I ORDER NO.

PAGE NO

05/25/2012 t.T.S-10E-0466N
ITEM NO. SUPPLIES/SERVICES

FHF-12-F-0034
QUANTITY UNIT ORDERED (c) lid) UNIT PRICE (e) AMOUNT QUANTITY ACCEPTED

(a)

(b)

W)

incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel reimbursement in the Washington DC area is not authorized. Amount: $100,000.00(Option Line Item) 03/31/2015 0007 OPTION YEAR THREE 05/25/2015 - 05/24/2016 REO Disposition Alternative - LABOR The Contractor shall furnish all personnel and services and otherwise do all things necessary to or incident to, performing and providing the services described in the Statement of Work (SOW) under Attachment B. Below are the applicable labor categories and hourly rates for this performance period: 0.00

N(4 )

Amount: $2,323,001.74(Option Line Item) 03/31/2016 D008 OPTION YEAR THREE 05/25/2015 - 05/24/2016 Continued ... 0.00

HORIZED Fult LOC:AL Rf PODUc. Nen PREVIOUS EDITION NOT USABLE

TOTAL CARRIED FORWARD TO 1ST PAGE fl EM 17{1 I)

0.00
OPTIONAL FORM 348 (p.
4120061 Prescr1bedinG M F4ROFICFM532135

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mark all padmgas and papers with contract and/or order numbers
DATE OF ORDER CONTRACT NO. f.5:- . - 10E- 0466N SUPPLIES/SERVICES (b) QUANTITY UNIT ORDERED (d) (c) UNIT PRICE (e)

PAGE NO

7
ORDER NO.

05/25/2012
ITEM NO (a)

FHF - 12 F- 0034
AMOUNT (f) QUANTITY ACCEPTED (g)

OTHER DIRECT COSTS - TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel reimbursement in the Washington DC area is not authorized. Amount: $100,000.00 (Option Line Item) 03/31/2016 0009 OPTION YEAR FOUR 05/25/2016 - 05/24/2017 REO Disposition Alternative - LABOR The Contractor shall furnish all personnel and services and otherwise do all things necessary to or incident to, performing and providing the services described in the Statement of Work (SOW) under Attachment B. Below are the applicable labor categories and hourly rates for this performance period: 0.00

N(4)

Amount: $2,392,647.95(Option Line Continued ...

F ,.1R LOCAL REPODUCTION PREVIOUS EDITION NOT USABLE


SOT H 0 N i?.17.r)

TOTAL CARRIED FORWARD TO 1ST PAGE (trem :701}1

0.
OPTIONAL FORM 348 (a.
4/20061

sr...rii.dbourrmoamonslm

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT: Mark all packaoes and overs with contract and/or order numbers.
DATE OF ORDER CONTRACT NO. ORDER NO

PAGE NO

05/25/2012
ITEM NO
(a)

%5 - 10E - 0466N
SUPPLIES/SERVICES QUANTITY UNIT ORDERED UNIT PRICE
(e)

FHF - 12 F - 0034
AMOUNT QUANTITY ACCEPTED
(g)

(0

(0

0)

Item) 03/31/2017 0010 OPTION YEAR FOUR 05/25/2016 - 05/24/2017 OTHER DIRECT COSTS - TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel reimbursement in the Washington DC area is not authorized. Amount: $100,000.00(Option Line Item) 03/31/2017 0.00

NOTE: It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract Continued ...

TOTAL CARRIED FORWARD TO 1ST PAGE iITEM 17(H))


Al)? T 02)ThTa1 FOR LOCAL RE PODUCT1ON

0.00
OPTIONAL FORM 348
(Rev 4/2006) pre.db.dbyGsAFAR(aulz)53213m

PREVIOUS EDITION NOT USABLE

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


IMPORTANT:
Mark idl packagea sal papal wati contraclandior adder numbers. ORDER NO.

PAGE NO 9

coNnucT No. 05/25/2012 GS -10F -0466N nismwo. SUPPUEINSERVICES


DATE OF ORDER (a)
(b)

FHF-12-F-0034
QUANTITY UNIT ORDERED (d) (c) PRICE
(6)

uNn-

AMOUNT

(0

QUANTITY ACCEPTED (5)

with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. I f at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

*********** *** *********************


Contractor is required to sign this document and return one copy via e-mail to Wanda Cruz at wanda.cruz@fhfa.gov . The Contractor agrees to furnish and deliver all items set forth or otherwise identified above and on any additional sheets subject

Afee-dvirrox-dowi--h- eoDneictit

to the terms and conditions specified herein.

q=ri TURE e #717

i 4.S4//t/

TITLE

C ontinued

TOTAL CARRIED FORWARD TO 187 PAGE ITEM FOR LOCAL RL=POOLtOnori PREVIOUS EDMON NOT USABLE
AUTHORIZW7

$(100

oniONAL FoRai dda


Prryialml V; OSA PAR OS 17P[i

V2013111

on


DATE OF ORDER CC/NI RAC T NO.
-

ORDER FOR SUPPLIES OR SERVICES SCHEDULE - CONTINUATION


ORDER NO.

PAGE NO

10

IMPORTANT: Mark all Jar.karje5 and 1opor5 with contract and/or order numbers.

05/25/2012 GS 10E- 0466N


ITEM NO (a) SUPPLIES/SERVICES (b) QUANTITY UNIT ORDERED (d) (c) UNIT PRICE (e)

FHF- 12 F - 0034

AMOUNT M

QUANTITY ACCEPTED (g)

DATE

The total amount of award: $11,744,968.46. The obligation for this award is shown in ho:( 17(i).

TOTAL CARRIED FORWARD TO 1ST PAGE (iTEM


CMJC TCCqY RF. AUTHORIZED PREVIOUS EDITION NOT USABLE FOR L 01: A S.

-./(H))

0.00
OPTIONAL FORM 348
(Rev 4/2008) Prescribed by GSA FAR (48 CFR) 53213/F)

TERMS AND CONDITIONS

A.1 PRICE/COST SCHEDULE


This is a time-and-material type task order against the Contractor's FSS. For the consideration set forth in the task order, the Contractor shall provide the deliverables or outputs described in the Statement of Work (Attachment B).

A.2 FSS RFQ INTRODUCTORY LANGUAGE


All clauses and provisions from the Federal Acquisition Regulation (FAR and General Services Administration Regulation (GSAR) from the applicable FSC Group of the Multiple Award Schedule and Federal Supply Schedule Program, and the specific GSA Schedule contract referenced on Optional Form 347 in Block 2, are hereby incorporated by reference. The full text of any FAR and GSA clauses which are incorporated by reference may be obtained at the following URLs: FAR: http://www.acqnet.gov/FAR/ GSAM: http://www.acqnet.qovicisam/gsarin.html

A.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)


The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor before contract expiration. (End of clause)

A.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)
(a) The Government may extend the term of this contract by written notice to the Contractor provided that the Government gives the Contractor a preliminary written notice of its intent to extend before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause. FHF-12-F-0034 ATTACHMENT A Page 1 of 16

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

The period of performance is as follows:


Base Period Option Year One Option Year Two Option Year Three Option Year Four May 25, 2012 through May 24, May 25, 2013 through May 24, May 25, 2014 through May 24, May 25, 2015 through May 24, May 25, 2016 through May 24, (End of clause) 2013 2014 2015 2016 2017

A.5 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (FEB 2007)
The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative: (a) Hourly rate. (1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are(i)Performed by the Contractor; (ii)Performed by the subcontractors; or (iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control. (2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed. (3) The hourly rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by employees that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer. (4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis. (5) Vouchers may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer), to the Contracting Officer or authorized representative. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by(i)Individual daily job timekeeping records; (ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or (iii)Other substantiation approved by the Contracting Officer. FHF-12-F-0034 ATTACHMENT A Page 2 of 16

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative. (7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests. The Contracting Officer may require a withhold of 5 percent of the amounts due under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph (g) of this clause. (8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer. (b) Materials. (1) For the purposes of this clause(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service. (ii) Materials means (A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and (D) Applicable indirect costs. (2) If the Contractor furnishes its own materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the(i) Quantities being acquired; and (ii) Actual cost of any modifications necessary because of contract requirements. (3) Except as provided for in paragraph (b)(2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice. FHF-12-F-0034 ATTACHMENT A Page 3 of 16

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract. The Contracting Officer will determine allowable costs of materials in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract. (5) The Contractor may include allocable indirect costs and other direct costs to the extent they are(i)Comprised only of costs that are clearly excluded from the hourly rate; (ii) Allocated in accordance with the Contractor's written or established accounting practices; and (iii)Indirect costs are not applied to subcontracts that are paid at the hourly rates. (6) To the extent able, the Contractor shall(i)Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and (ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons. The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government. (7) Except as provided for in 31.205-26(e) and (f), the Government will not pay profit or fee to the prime Contractor on materials. (c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government. (d) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than FHF-12-F-0034 ATTACHMENT A Page 4 of 16

the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract. (e) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price. (f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the "completion voucher" and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion. (g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions: (1)Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor. (2)Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier. (3) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents. (h) Interim payments on contracts for other than services. FHF-12-F-0034 ATTACHMENT A Page 5 of 16

(1) Interim payments made prior to the final payment under the contract are contract financing payments. Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. (2) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date. (i) Interim payments on contracts for services. For interim payments made prior to the final payment under this contract, the Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315. (End of clause)

A.6 DISPUTES (FEB 2011)


(a) All disputes arising under or relating to this contract shall be resolved under this clause. The Contract Disputes Act of 1978, as amended (41 U.S.C. 7101-1709) is not applicable to the Federal Housing Finance Agency. (b) "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (1) A claim by the Contractor shall be made in writing and, unless otherwise (c) stated in this contract, submitted within six (6) years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Federal Housing Finance Agency (FHFA), hereafter "Agency," against the Contractor shall be subject to a written decision by the Contracting Officer. (2)(i) The Contractor shall provide the certification specified in paragraph (c)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract FHF-12-F-0034 ATTACHMENT A Page 6 of 16

adjustment for which the Contractor believes the Agency is liable; and that I am duly authorized to certify the claim on behalf of the Contractor." (3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim. (d)For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. (e) The Contractor may request an appeal for any Contracting Officer decision. For claims up to $50,000, appeal shall be made to the Manager, Contracting Operations, whose decision shall be final. If the claim is greater than $50,000 and up to $1,000,000, appeal shall be to the Senior Procurement Executive, whose decision shall be final. If the claim is valued at more than $1,000,000, appeal shall be made to the Senior Procurement Executive for a recommendation to the Deputy Chief Operating Officer, with the Deputy Chief Operating Officer issuing a final determination on the appeal, without further recourse. (f)If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Agency is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. (g)The Agency shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, interest shall be paid from the date that the Contracting Officer initially receives the perfected claim. Defective certifications are defined as failing to comply with any portion of (c) (2) or (c) (3) of this clause. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim. (h) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, or appeal, arising under or relating to the contract, and comply with any decision of the Contracting Officer.

A.7 NON-APPROPRIATED FUNDED AGENCY FHFA (MAR 2011)


(a) Under the Housing and Economic Recovery Act of 2008, FHFA was established as an independent agency in the Executive Branch of the Federal Government. FHF-12-F-0034 ATTACHMENT A Page 7 of 16

(b) Not withstanding any other provision or clause contained herein, whether express or incorporated by reference, FHFA is a non-appropriated funded agency. As such, FHFA is not subject to the Federal Acquisition Regulation (FAR). FHFA voluntarily follows the FAR with some limited exceptions in its acquisition of supplies and services. Any FAR provisions and/or clauses contained herein, whether express or incorporated by reference, are being utilized due to their commonality in the Federal acquisition environment. (c) The Contractor understands that FHFA is not subject to the Contract Disputes Act of 1978 and that FHFA has its own disputes process as set forth in the clause contained herein and entitled "Disputes".

A.8 NEWS RELEASE (JAN 2010)


News releases or any other form of publicity concerning this procurement shall not be made without prior written approval of the Contracting Officer of FHFA.

A.9 DISCLOSURE OF INFORMATION (MAR 2012)


(a) Contractor (used hereinafter in this Clause to mean Contractor and Contractor's directors, officers, employees, subcontractors, agents, or consultants) shall not disclose without the prior written approval of the Senior Procurement Executive any nonpublic information obtained by, produced by, or disclosed to the Contractor in connection with its performance under this Contract for FHFA, to anyone other than persons within FHFA or persons in the Contractor's organization who are properly entitled to such information for the performance of their official duties. Nonpublic information means information which has not become part of the body of public information, including, but not limited to, information of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Federal Home Loan Banks (collectively, regulated entities), the Office of Finance of the Federal Home Loan Bank System (Office of Finance), or FHFA. This includes nonpublic information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols. For purposes of this clause, examples of nonpublic information include, but are not limited to, corporate financial data provided to FHFA that has not been made public; FHFA planned or contemplated courses of action regarding FHFA examinations, investigations, and enforcement actions; and personally identifiable information, including information covered by the Privacy Act, 5 U.S.C. 552a. (b) Contractor will take all reasonable measures to avoid unintentional or inadvertent disclosure by it of such nonpublic information, and will return to FHFA any such information, or copies thereof, not later than the date the Contractor has completed performance of its work under this Contract. Should a question arise as to whether particular information is nonpublic, Contractor will immediately contact the FHFA Contracting Officer's Representative (COR) and seek a determination as to the FHF-12-F-0034 ATTACHMENT A Page 8 of 16

information's status. In the absence of a COR, the Contractor will immediately contact the FHFA Contracting Officer. If the FHFA COR or Contracting Officer determines that the information is nonpublic, Contractor will treat it in accordance with this Clause. (c) Contractor has read FHFA Policy No. 301, Use and Protection of Personally Identifiable Information Policy (attached), which is incorporated by reference into the Contract, and will abide by the policy described therein and follow the guidelines given for using and protecting personally identifiable information. FHFA Policy No. 301 is also available on the FHFA website: http://www.fhfa.gov/webfiles/212251P11%20Policy%20%20Signed.pdf. Contractor has also read FHFA Policy No. 601, Breach Notification Policy and Plan (attached), which is incorporated by reference into the Contract, and will abide by the policy described therein and follow the guidelines for reporting of a suspected or confirmed breach of personally identifiable information. FHFA Policy No. 601 is also available on the FHFA website: http://www.fhfargov/webfiles/21266/FHFA Policy 601 Breach Notification Policy an d Plan111.pdf. (d) Contractor agrees not to use or permit the use of nonpublic information obtained as a result of its performance of work for FHFA under this Contract for private gain for itself or any other person or entity by direct action on Contractor's part or by counsel, recommendation, or suggestions to another person or entity. (e) Unless by judicial order directed otherwise (after providing the Director of FHFA with notice as specified below), Contractor understands that it is prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to the Contractor in connection with its performance of work under this Contract, and is prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, court order, or otherwise without prior written notice to the Director of FHFA. Contractor shall promptly notify the Director of FHFA of any request, subpoena, court order, or other legal process requiring Contractor's attendance as a witness or the production of documents. (f) Contractor understands that it is subject to criminal penalties under 18 U.S.C. 641 and 1905, and other applicable laws for the misuse or disclosure of nonpublic information. (g) Contractor agrees that each of its personnel and subcontractor personnel working under this Contract will sign an FHFA Nondisclosure Agreement (Agreement) containing the prohibitions set forth in paragraphs (a) through (f) of this Clause. Contractor further agrees that Contractor will submit the original copy of each signed Agreement to the FHFA Contracting Officer prior to performance of any work by Contractor's personnel or subcontractor personnel under this Contract. (A copy of the Agreement is an attachment.)

FHF-12-F-0034 ATTACHMENT A Page 9 of 16

(h) Contractor agrees that any deviation from this Clause which is attributable to the Contractor constitutes a material breach of contract and may be sufficient grounds for a termination for default. A.10 INVOICING VIA INTERNET PAYMENT PLATFORM (MAY 2012) All invoices should be submitted via the Internet Payment Platform (IPP), as the preferred method. The IPP is a secure web-based electronic invoicing and payment information service. IPP Submission The IPP website address is https://www.ipp.gov . Contractor assistance with enrollment can be obtained by contacting the IPP Production Help desk via email ipporoupabos.frb.qov or phone (866) 973-3131. For payment and invoice questions, contact the Accounting Services Division at (304) 480-8000 option 7 or via email at AccountsPayable@bpd.treas.gov . Alternate Submission Methods If you are not able to send your invoices via the IPP, please send the invoice either by electronic mail or hardcopy mail. Hardcopy mail is the least preferred method of submission. Electronic Mail Submission Invoices should be submitted electronically to AccountsPayable@bpd.treas cloy. Protected Microsoft Excel files are the preferred format; however, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are also acceptable. Hardcopy Mail Submission For US Mail: OAS ASD APB A3 - G BUREAU OF THE PUBLIC DEBT PO BOX 1328 PARKERSBURG WV 26106-1328 UPS, Federal Express, or other Courier Delivery: OAS ASD ASB2 A3 - G BPD WAREHOUSE & OP CENTER DOCK 1 257 BOSLEY INDUSTRIAL PARK DR PARKERSBURG WV 26101

FHF-12-F-0034 ATTACHMENT A Page 10 of 16

Invoice Contents Ensure that the invoice complies with all other payments and invoicing instructions and terms within the Contract. Also, at a minimum, the following information must clearly be included:
(a)Contractor's name (b)Invoice unique identifying number and invoice date (c) Period of Performance (Covered by invoice for service contracts) (d)Contract or Order number (FHF 12 F 0034) (e)Contract Line Item Numbers (CLINs) as stated in the contract must be clearly identified and associated with the invoice for goods and services (f)Description, cost or price, and quantity of property and/or services actually delivered or rendered (g)Other substantiating documentation or information as considered necessary by the COR or Contracting Officer to support the invoice, including the following items: Price; hourly rates; other costs, less applicable discounts Contractor timesheets including dates and times of performance of Contractor employees Name of the authorized employee(s) performing services
-

(h) Name, title, phone number, and complete mailing address of Contractor official to whom payment questions can be addressed by the Government.

A.11 SYSTEMS AND INFORMATION SECURITY (FEB 2011)


(a) For the purpose of this Clause, the term "Contractor" means the person or entity who is the prime Contractor, such prime Contractor's directors, officers, employees, agents, consultants, subcontractors and the directors, officers, employees, agents, consultants, or subcontractors of a subcontractor to any prime Contractor. (b) For the purposes of this Clause, the words, terms or phrases "computer software," "electronic and information technology (EIT)," "electronic data interchange (EDI)," "facsimile," and "information technology" have the meanings prescribed in 48 C.F.R. 2.101, as follows: "Computer software" means computer programs, computer data bases, and related documentation; "Electronic and information technology (Eli)" has the same meaning as "information technology" except EIT also includes any equipment or interconnected system or subsystem of equipment that is used in the creation, conversion, or duplication of data or information. The term Eli, includes, but is not limited to, telecommunication products (such as telephones), information kiosks and transaction machines, worldwide websites, multimedia, and office equipment (such as copiers and fax machines); "Electronic data interchange (EDI)" means a technique for electronically transferring and storing formatted information between computers utilizing established and published formats and codes, as authorized by the applicable Federal Information Processing Standards; "Facsimile" means electronic equipment that communicates and reproduces both printed and handwritten material. If used in FHF-12-F-0034 ATTACHMENT A Page 11 of 16

conjunction with a reference to a document; e.g., facsimile bid, the terms refers to a document (in the example given, a bid) that has been transmitted to and received by the Government via facsimile; "Information technology" means any equipment, or interconnected system(s) or subsystem(s) of equipment, that is used in the automatic acquisition, storage, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the agency. (1) For purposes of this definition, equipment is used by an agency if the equipment is used by the agency directly or is used by a Contractor under a contract with the agency that requires-(i)Its use; or (ii) To a significant extent, its use in the performance of a service or the furnishing of a product. (2) The term "information technology" includes computers, ancillary equipment, software, firmware and similar procedures, services (including support services), and related resources. (3) The term "information technology" does not include any equipment that-(i) Is acquired by a Contractor incidental to a contract; or (ii)Contains imbedded information technology that is used as an integral part of the product, but the principal function of which is not the acquisition, storage, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information. For example, HVAC (heating, ventilation, and air conditioning) equipment, such as thermostats or temperature control devices, and medical equipment where information technology is integral to its operation, are not information technology. (c) This section applies to each Federal Housing Finance Agency (FHFA) Contractor, defined in paragraph (a), that has, will have, is required to have, or will require for performance of a contract or subcontract access to electronic information and electronic information technology, or access to or use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) or electronic data interchanges, owned, maintained, or operated by FHFA. (d) A Contractor described in paragraph (c) shall include all provisions of paragraphs (a) through (o) in each subcontract entered so that such clauses will be contractually binding on each subcontractor.

FHF-12-F-0034 ATTACHMENT A Page 12 of 16

(e) Access to electronic information and electronic information technology, and use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) and electronic data interchanges under contracts with FHFA are subject to and governed by FHFA Information Security Policy Handbook, FHFA Guideline 107, Information Technology Security Program;, FHFA Guideline 118, Information Systems Rules of Behavior (ROB); and FHFA Guideline 331, Limited Personal Use of Government Office Equipment; and other internal FHFA Guidelines and requirements related to information and systems security which are attached. (f) Each Contractor described in paragraph (c) agrees that compliance with the internal FHFA Security Policy Handbook and Guidelines referred to in paragraph (e), as they may from time to time be amended, revised, or supplemented, is a material requirement of the contract or subcontract. Failure to comply with any such policies or guideline shall be reason for termination of the contract or subcontract, subjecting the Contractor to possible debarment or disqualification from future contracts with FHFA. The Director of FHFA may instruct a prime Contractor to take appropriate remedial action with respect to any subcontractor that fails to comply with any such internal FHFA policy or guideline. (g) Each Contractor described in paragraph (c) shall be required to distribute a copy of each internal FHFA policy or Guideline referred to in paragraph (e), including the FHFA Information Systems Rules of Behavior, to each of its principals, directors, officers, employees, consultants, and agents who may have or require access to electronic information and electronic information technology owned or maintained by FHFA, or who may have or require access to or use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) and electronic data interchanges owned, maintained, or operated by FHFA. (h) Each Contractor shall separately obtain from each such principal, director, officer, employee, or agent a signed and dated certification of his or her agreement to comply with the FHFA Information Systems Rules of Behavior. Each certification shall be in a form acceptable to FHFA, similar to that included in FHFA Information Systems Rules of Behavior. Each Contractor shall retain the certifications in a central location and provide them to FHFA immediately upon request. A Contractor shall not assign or permit a principal, director, officer, employee, consultant, or agent described in paragraph (g) to have visual or physical access to electronic information and electronic information technology owned or maintained by FHFA, or to access or use electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) owned, maintained, or operated by FHFA, without first having signed and dated the required certifications. The requirements of this paragraph are in addition to the requirements of the "Disclosure of Information" FHF-12-F-0034 ATTACHMENT A Page 13 of 16

Clause, and the certifications required under this Clause are in addition to the Oath required by said clause. (i)Each Contractor agrees to require each principal, director, officer, employee, or agent employee described in paragraph (g) to attend and complete FHFA's information systems security training and, in the case of multiple year contracts or subcontracts, a systems security refresher training session at least annually. (j)As a material condition of a contract or subcontract, each Contractor agrees not to publish or disclose in any manner, without the written consent of FHFA's Contracting Officer, the specifications of any security controls designed or developed by the Contractor or under a contract with FHFA or a subcontract to provide goods or services to FHFA; or otherwise provided by the Government. (k) Each Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, documentation, records, and databases, to the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data. (I) Each Contractor shall immediately notify FHFA and other Government agencies as designated by FHFA if the Contractor discovers new or unanticipated threats or hazards to FHFA's systems, information, data, and/or physical security; or if the Contractor discovers that FHFA's existing systems, information, data and/or physical security controls have ceased to function. FHFA agrees to notify the Contractor if FHFA discovers new or unanticipated threats or hazards to FHFA systems, information, data, and/or physical security; or if FHFA discovers that its existing systems, information, data and/or physical security controls have ceased to function. In addition to the above requirements, Contractors engaged in FHFA's system development, maintenance, operation or other specialized use of FHFA-owned or operated information technology or electronic information technology shall comply with the following: (m) Each Contractor shall be responsible for the security of systems connected to an FHFA network, and for systems operated by a Contractor for FHFA, regardless of location. This clause is applicable to all or any part of the contract that includes information technology resources or services in which the Contractor must have physical or electronic access to FHFA's information. (n) Upon award of a contract or subcontract, within such time as FHFA may designate, the Contractor shall provide assurance that its information technology or electronic information technology systems satisfy applicable security requirements, based on FHFA's determination of criticality and sensitivity. Such assurance may be provided by completion of a National Institute of Standards and Technology (NIST) SP 800-53A, Guide for Assessing the Security Controls in Federal Information Systems or a NIST FHF-12-F-0034 ATTACHMENT A Page 14 of 16

SP 800-37 compliant, security certification and accreditation, as FHFA determines appropriate and is subject to the approval of FHFA's Contracting Officer, in consultation with FHFA management and IT security staff. The Contractor shall adhere to FHFA IT security policies and procedures and related Federal Information Security Management Act (FISMA) requirements. Satisfaction of FHFA's systems security requirements is a material condition of the contract or subcontract. Failure to submit the requisite assurances and receive FHFA's approval of the required level of security controls may result in termination of the contract or subcontract. (o) Logging of Readable Data Extracts from Databases Holding Sensitive Information (i) All computer readable data extracts from FHFA databases holding sensitive information must be logged, and the System Owner shall ensure that each extract containing sensitive data is erased within 90 days if its use is no longer required. (ii) In cases when a system or application is not capable of logging data extracts from databases, a compensating control that requires official approval to make a copy of sensitive information from FHFA Databases and Systems shall be implemented. The approval must be granted in writing by the head of the respective department, the Privacy Officer or Senior Agency Official for Privacy and the Data Custodian. The CIO is the data custodian for systems housed on FHFA computer resources. The office or division head is responsible for including this requirement in outside contracts and agreements to ensuring that all extracts of sensitive information is erased within 90 days unless its use is required beyond this timeframe. If there is a business need to not delete extracted sensitive information within 90 days, then the office or division head is responsible for monitoring and insuring that safeguards are in place to protect the data until it can be deleted. Before sensitive information is copied from FHFA systems, there must be a written justification, assignment of a Data Custodian who has taken the FHFA Security Awareness Training and the environment housing the data must be secured based on NIST guidelines. The Custodian shall report all security violations associated with the extracted data or the physical environment where it resides to the office or division head and FHFA Help Desk. Extracted sensitive information must be labeled as a copy to prevent it from being reentered into the production environment and must be protected at the same or higher level as the production source database or application.

A.12 ORDER OF PRECEDENCE- FHFA CONTRACTS (OCT 2011)


In addition to any Order of Precedence Clause included within the Contract, including but not limited to FAR 52.212-4(s) (Contract Terms and ConditionsCommercial Items), FAR 52.214-29 (Order of PrecedenceSealed Bidding), FAR 52.215-8 (Order of PrecedenceUniform Contract Format), FAR 52.241-2 (Order of PrecedenceFHF-12-F-0034 ATTACHMENT A Page 15 of 16

Utilities), any conflict between a unique FHFA clause and a FAR clause will be resolved by giving precedence to the FHFA's clause regardless of its position within an already stated order of precedence. Otherwise, the existing FAR Order of Precedence clause in the contract will govern any conflict or ambiguity.

/////////////////////////ENDOF DOCUMENT///////////////////////////

FHF-12-F-0034 ATTACHMENT A Page 16 of 16

PROGRAM ADVISOR FEDERAL HOUSING FINANCE AGENCY REO DISPOSITION ALTERNATIVES INITIATIVE STATEMENT OF WORK

1.0 INTRODUCTION
On July 26, 2008, Congress created the Federal Housing Finance Agency (FHFA), under the Housing and Economic Recovery Act of 2008 (HERA). FHFA is responsible for ensuring the capital adequacy and the financial safety and soundness and mission compliance of Fannie Mae, Freddie Mac (the Enterprises), and the 12 Federal Home Loan Banks. On September 6, 2008, under its HERA authorities, FHFA placed Fannie Mae and Freddie Mac under conservatorship. As conservator, FHFA is responsible for preserving and conserving each Enterprise's assets, while it continues to fulfill its statutory mission of promoting liquidity and stability in the housing finance system. As a result of the ongoing housing crisis, the Enterprises have amassed significant numbers of Real Estate Owned (REO) properties. Over the next few years, it is expected that this inventory will continue to grow. The properties are located throughout the U.S., but are concentrated in several states that sustained the most significant house price declines. These states include Florida, Nevada, California, Arizona, Michigan, Ohio, Georgia, and others. While the Enterprises' traditional retail strategy of listing the property with a broker and selling each individually to qualified buyers has proven effective to date, aged REO inventories cause downward pressure on home prices, further deterioration of the housing stock, and increased Enterprise credit losses. Meanwhile, the high number of foreclosures has resulted in greater demand for rental housing. With rental markets tightening, the opportunity to benefit from converting properties from owner-occupied to investor-owned rental units increases.

2.0 REO DISPOSITION ALTERNATIVES INITIATIVE ( "REO INITIATIVE")


On August 10, 2011, FHFA, in consultation with the U.S. Department of the Treasury (Treasury) and the U.S. Department of Housing and Urban Development (HUD), launched the REO Initiative by issuing a Request for Information (RFD. The purpose of the RFI was to solicit ideas for approaches to help current and future disposition of RE0s, improve loss recoveries compared to individual retail REO sales, help stabilize neighborhoods and local home values, and where feasible and appropriate, expand the supply of rental housing. The RFI took into consideration broad government interest in REO disposition, including the disposition of properties owned by the Federal Housing Administration (FHA) and non-governmental owners of REQ. FHFA received RFI submissions through September 15, 2011, and subsequently shared responsive submissions with the Enterprises, Treasury, HUD, the Federal Deposit Insurance Corporation (FDIC) and the Federal Reserve Board of Governors (Agencies). To help design the REO Initiative, FHFA has convened an Interagency Team, comprising staff from each of these Agencies that meets regularly to develop a broad

FHF-12-F-0034 ATTACHMENT B Page 1 of 17

strategy, based on ideas submitted through the RFI process and continuing research. The Interagency Team has divided its efforts among five Work Groups, focusing on 1) transaction structures and finance, 2) analytics and program evaluation, 3)
legal issues, 4) community and non-profit involvement, and 5) governance and compliance. The products and recommendations of the Interagency Team will be an important consideration in the design of its constituent transactions. Presently four members of the Office of Housing and Regulatory Oversight (OHRP) are assigned to the Initiative; other staffers in the Division of Housing Mission and Goals are participating in the Interagency Team activities. FHFA seeks advice from the Contractor regarding the appropriate internal structure and staffing for

the effort. FHFA anticipates transactions will evolve to accommodate multiple sellers, including both Enterprises, the Federal Housing Administration (FHA) and even non-governmentrelated sellers. The REO Initiative may also expand to include transactions involving non-performing loans (NPL). Transactions may or may not involve securitization and/or debt financing provided or guaranteed by the Enterprises. Transactions may involve property rehabilitation, renting RED properties for a period of time, and/or in some instances demolition of structures. The Enterprises will retain Transaction Advisors to assist with individual transactions. FHFA will have broad policy responsibility for the program and approval authority
over GSE-specific transactions, but does not expect to directly engage or make

awards to third party entities in the disposal of REO.

3.0 OBJECTIVE
The purpose of this Statement of Work (SOW) is to obtain expert advice on all aspects of the RED Initiative and its constituent transactions. The principal objective of the REO Initiative is to improve the capacity to dispose of a growing volume of RED, to supplement current practice--the retail sale of individual RED property. Improved RED disposition efficiency should maintain fair Enterprise loss recovery levels over the course of a series of transactions, while stabilizing neighborhoods and home values in geographically targeted transactions.

4.0 SCOPE
The Contractor shall review and provide feedback on the recommendations of the Interagency Team, the Enterprises, and the Enterprises' Transaction Advisors. The Contractor shall provide recommendations and suggested guidelines for management and oversight of the overall Initiative after feedback and guidance from the Interagency Team. This will include recommendations for coordinated management of current and anticipated Enterprise RED. For both the Initiative as a whole and individual transaction, the Contractor shall gather information and share insight on market best practices, lessons learned from past government-related and Enterprise transactions, market conditions and contingencies. FHF-12-F-0034 ATTACHMENT B Page 2 of 17

The Contractor shall advise and provide alternatives and recommendations for (but not limited to) the following areas (Key Topics): Program Design Necessary infrastructure for REO and non-performing loan bulk sales transactions from Government Sponsored Enterprises (GSEs) and other market participants Enterprise Transaction Advisor sourcing, pricing and selection Markets where a rental strategy will be most effective, and the consideration of alternative lease structures (e.g., lease-to-own programs) Geographical targeting of individual transactions REO pooling methodology Timing and coordination of transactions, potentially by multiple sellers Scattered site single-family rental property management Infrastructure Build-Out Bidder qualifications, bidding process, and bid evaluation (with an emphasis on bidder financial capacity, experience, and where appropriate, property management capability) Property selection, asset valuation, and related analytics Risk sharing structures Transaction structures Financing structures, including forms of retained financial interest Post-sale restrictions on property usage Structure and staffing required to implement the REO Disposition Initiative, including resources needed to recommendations of the Inter-agency team for transactions that might involve non-GSE sellers. Execution Accounting, financial, and legal, regulatory requirements, and ratings issues Transaction document review Marketing and sales strategy, including due diligence requirements and process Operating, market, and counterparty risk management Public reporting and disclosure issues Performance evaluation, monitoring and control Transaction performance benchmarking Program oversight and monitoring, including oversight and control of rental property management Program evaluation, including impacts on local home prices

5.0 PROGRAM TASKS/DELIVERABLES 5.1 Post Award Conference: The Contractor's Project Team (principal and project manager, at a minimum) will attend a one-day Post Award Conference at FHFA regarding the scope of services, technical requirements, deliverables, and to establish schedules and roles and responsibilities.
FHF-12-F-0034 ATTACHMENT B Page 3 of 17

5.2 Annual Project Plan: At the commencement of the engagement, the Contractor shall prepare a detailed Project Plan that includes a timeline and critical path flowchart showing the estimated start date and end date of all activities associated with the engagement assuming four to six transactions within the base performance period. The project plan shall identify expected project activities over the first year of the engagement and approximate delivery timelines of deliverables. Modifications to the Project Plan will be suggested in the Monthly Work Plan. 5.3 Meetings/Conference Calls: The Contractor shall attend, initiate, and/or set up meetings or conference calls in conjunction with development and ongoing operation of the REO Initiative. The Contractor shall take minutes at meetings on behalf of FHFA. FHFA may ask the contractor to participate in meetings and calls of the Interagency Team and/or its constituent subgroups. The Contractor shall provide insights, raise issues of concern, and make other comments to ensure that the REO Initiative is adequately planned in all regards. 5.4 Weekly Status Report: The Contractor shall provide a weekly report documenting the status of the project and identify any difficulties and/or delays in performance. The weekly report will also report on the status and progress of transaction activities. The Contractor shall recommend a format for the Weekly Status Report for review at the Post Award Conference, and the format will be utilized upon written approval by the Contracting Officer's Representative (COR). 5.5 Monthly Work Plan: The Contractor shall submit in writing a Monthly Work Plan five (5) business days prior to the 1st business day of each month. The Monthly Work Plan identifies the tasks to be addressed by the Contractor during the current month, estimated completion dates, staff assigned to these tasks, estimates of the number of hours required to complete these tasks and the estimated cost for completion of the tasks to be accomplished during the month. The Work Plan shall propose briefing materials and reports. 5.6 Briefing Materials and Reports: The Contractor shall prepare briefing materials and reports for FHFA. These materials will include, but not be limited to, reports that examine one or more matters listed in Key Topics listed in the Scope section. Materials may include ad hoc reports, financial advisory papers, and policy studies. The Contractor shall assist in drafting responses to letters from public officials, agencies, and nonprofit and private parties. 5.7 Baseline Lessons Learned Document: Within 45 business days after the contract award, the Contractor shall prepare a Baseline Lessons Learned Document (Baseline Document), focusing on transactions and practices preceding the Contractor's engagement. To prepare the Baseline Document, the Contractor shall review relevant Enterprise REO management and disposition activities to date. The Contractor shall review Fannie Mae's TIP program and prior bulk REO sales. The review will include an analysis of the Enterprises' existing REO bulk sales infrastructure. The review will address relevant Key Topics listed in Section 4.0.

FHF-12-F-0034 ATTACHMENT B Page 4 of 17

This Baseline Document will provide FHFA and the Interagency Team with information that can be applied to future sales transactions. In particular, the report must examine and consider issues relating to rental disposition of REO, including strategies currently employed by the Enterprises. It should also include a survey of other similarly situated financial entities holding and managing REO in a rental capacity. The document should address the internal structure and staffing required to implement the REO Disposition Initiative. Advice may reflect Contractor's analysis of current FHFA and GSE infrastructure and ancillary services utilized by FHFA and GSEs to carry out asset management and disposition efforts and the capabilities needed for an ongoing effort in this regard. Advice should also address resources needed to implement recommendations of the Interagency team for transactions that might involve non-GSE sellers. 5.8 Program Plan Document: The purpose of Program Plan Document (Plan) is to provide an evaluation and analysis of the market, identify and recommend sales strategies and structures, and suggest types and locations of assets to be included in transactions that reflect FHFA policy objectives. The Plan shall discuss current economic conditions and include a thorough discussion of relevant developments in capital and real estate markets and Key Topics listed in the Scope section. The Plan shall provide high level critical path flow charts and timelines. The Plan shall be updated twice during the base performance period. Updated Plans shall include a review of completed transactions, and the Plan will make recommendations for the optimal disposition of REO inventory for at least the next year. Recommendations shall include a proposal of size, geography, strategy, structure and an accompanying analysis to support the recommendations. Recommendations should reflect the latest developments in the capital markets and structured finance. The Program Plan Document shall incorporate Interagency Team recommendations. The Contractor shall consult with Interagency Team members and/or subgroups as needed for clarification of their positions, and provide feedback in light of the Contractor's experience and expertise. While the Contractor shall provide ongoing programmatic and strategic transaction analysis as identified under the Key Topics section of this Statement of Work, all such analysis should incorporate the following enumerated tasks identified below unless otherwise directed by the COR. 5.9 Program Structure: Contractor shall evaluate and analyze transaction strategy, including any recommended alternative structures, transaction composition, and accounting, tax and regulatory implications. Contractor shall advise on best practices and market acceptance in connection with REO dispositions and the securities market. Analysis and advice should reflect the latest developments in the capital markets and structured finance. 5.10 Asset Selection and Pooling Methodology: Contractor shall review and advise on asset selection and portfolio stratification, and make recommendations as to optimal pool and/or tranche structures for asset disposition. Contractor shall review all financial FHF-12-F-0034 ATTACHMENT B Page 5 of 17

and economic analysis performed, and provide assessments of Enterprise data, third party materials and other information pertinent to the evaluation of asset characteristics.

5.11 Market Valuations and Models: Contractor shall review and advise on financial assessments of the recommended strategies. Contractor shall review preliminary and final data and other information related to the transaction, including portfolio data used, as well as any analysis concerning Fair Market Value requirements under the Preferred Stock Purchase Agreement with the United States Treasury. The Contractor shall review market valuations and market valuation models and underwriting and provide comments to the methodology and results. At FHFA's request, the Contractor shall also prepare and present its own valuation analysis. 5.12 Entity Structuring: Contractor shall review and advise on structuring of one or more entities necessary to implement transactions. Structures might include, but are not limited to: Real Estate Investment Trusts (REIT), Joint Ventures, Public/Private Partnerships, Master Limited Partnerships and Limited Liability Corporations (LLC). Issues addressed will include the creation and structure of the entity, the Enterprise's percentage interest, qualifications of third parties and other business terms. Contractor shall also review and advise on strategies for ongoing asset management and reporting needs. Analysis and advice should reflect the latest developments in the capital markets and structured finance. 5.13 Debt structuring: Contractor shall review and advise on recommended financing structures including seller financing and/or financing provided by third parties. Contractor shall review detailed analysis of the financing structure and the projected impacts of such financing. Contractor shall advise on financing vehicles or securities in connection with any seller financing, taking into consideration accounting, legal, tax, regulatory and market issues. Analysis and advice should reflect the latest developments in the capital markets and structured finance. 5.14 Bidder Qualification: The Contractor shall advise on bidder qualifications, review bidder lists, and assist with special investor problems as necessary. 5.15 Marketing: Contractor shall review and advise FHFA on recommendations regarding market strategy, including any bid packages. The Contractor shall evaluate the proposed marketing channels and web platforms and other mediums. The Contractor shall assist FHFA in ensuring that data available through a website or web based platform used to market the assets is accurate and current. Contractor shall review and provide advice on the Enterprise's plan for marketing the assets, including recommended pools and/or tranches of the assets, to advance FHFA's objectives. Contractor shall also review and advise on proposed retention of some portion of ownership interests. 5.16 Bid Evaluation Model: The Contractor shall review and critique plans for receiving bids for the sale of loans, monitoring deposits, addressing non-conforming bids, and delivering conforming bids to the bid evaluation model ("Model") to be used in determining the optimum combination of winning bids. The Contractor shall raise any concerns and make recommendations to ensure consistency with program-wide procedures or objectives. FHF-12-F-0034 ATTACHMENT B Page 6 of 17

6.17 Equity Placement and Partner selection: Contractor shall review and advise on materials put forth by the GSEs and their transaction advisors relating to proposed potential equity partners, and their credit-worthiness and suitability. Contractor shall review and advise on the development of a request for qualifications or proposals for potential partners, the bidding process, bid acceptance procedures and a post-bid due diligence process. FHFA also seeks the Contractor's advice regarding criteria to evaluate potential equity bidders on a programmatic basis (i.e., for a program that encompasses more potential REO sellers than just the GSEs).

5.18 Post-Sale report: After completion of the transaction, Contractor shall provide a written assessment of the transaction and make recommendations for improvement and refinement of future transactions, based on lessons learned in individual transactions and the market acceptance or response to this and similar transactions. 5.19 Program Monitoring, Governance and Compliance: The Contractor shall review and advise on the development and implementation of internal controls systems and processes to monitor the overall program, both at the Enterprise level and for FHFA. The Contractor will advise FHFA on any compliance and governance structures needed for a program that includes non-GSE sellers. Monitoring will focus on both operations and program impact and will ensure that the program's policies, procedures practices and transactions are executed in a manner that achieves the Government's policy and financial objectives. 5.20 Transition Plan: The Contractor shall develop, document and execute a Transition Plan that may be used to transition tasks and materials to a new contractor or to the government, at the conclusion of the contract commenced at the direction of the Contracting Officer. The Transition Plan shall include an inventory of all data, documents and other materials necessary to fully integrate the information and systems developed under this contract into a follow-on contract. 6.0 SCHEDULE, FORMAT AND CONTENT OF DELIVERABLES
All deliverables will be prepared in FHFA-standard software (i.e., Microsoft Office Word 2003, Microsoft Office Excel 2003, Access '95 or '97, and Microsoft Office PowerPoint 2003. The Government will have ten business days to review the deliverables unless otherwise specified, and the Contractor shall have five business days to make revisions and resubmit the deliverable(s) to the COR.

TASK REQUIREMENT
5.1

TASK NUMBER AND DESCRIPTION


Post Award Conference

DELIVERABLE
Agenda, Minutes and Weekly Report Template

DUE DATE
Within 5 business days of notification by the Contracting Officer FHF-12-F-0034 ATTACHMENT B Page 7 of 17

Representative (COR) 5.2 Annual Project Plan Project Plan highlighting high level Critical Path and Milestones for engagement Agenda, Minutes Agenda, Minutes and Weekly Report Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan As requested/scheduled by the FHFA. Weekly, on a date specified by the COR. Monthly, within 5 business days prior to 1st business day of each month. As requested and at dates specified by the COR. 45 business days after Contract Award in the Base Performance Period Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan

5.3 5.4

Meetings/Conference Calls Weekly Status Reports Monthly Work Plan

5.5

5.6

Briefing Materials and Reports

5.7

Baseline Lessons Learned Document Program Plan Document Program Structure

Ad Hoc reports, Financial Advisory and Policy Papers, Presentations and Briefings Baseline Lessons Learned Document Program Plan Document Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR

5.8

5.9

5.10

Asset Selection and Pooling Methodology

5.11

Market Valuations and Models

FHF-12-F-0034 ATTACHMENT B Page 8 of 17

5.12

Entity Structuring

5.13

Debt Structuring

5.14

Bidder Qualification

5.15

Marketing Strategy

5.16

Bid Evaluation Model

5.17

Equity Placement and Partner Selection Post Sale Report

5.18

5.19

Program Monitoring

5.20

Transition Plan

Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Advisory/Analytical Document Format to be proposed by Contractor and agreed to by COR Transition Plan

Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan Upon Agreement with COR and consistent with Project Plan and Monthly Work Plan At request of the Government COR and only once during the performance period

FHF-12-F-0034 ATTACHMENT B Page 9 of 17

7.0 PERSONNEL
Contractor personnel shall have the following experience and qualifications performing the work under this Statement of Work: Substantial knowledge and substantial experience in the analysis of capital and real estate market conditions as they relate to the disposition of singlefamily REO portfolios Substantial and demonstrated experience in performing program financial advisory engagements, including the planning and executing of large, complex asset sales transactions Substantial and demonstrated experience in the timing and presentation of large real estate transactions to the marketplace, on a programmatic and transaction-specific basis Substantial demonstrated experience in the capital markets and with structured single-family asset transactions Substantial and demonstrated experience in assessing controls and systems for ongoing monitoring of bulk REO transactions

Partner (Key Personnel) Responsible for scope, direction, planning, and completion of the engagement, as well as the commitment of resources. For this engagement will work directly with FHFA. Has at least 10-15 years of substantial knowledge and demonstrated experience in the analysis of capital and real estate market conditions as they relate to the disposition of single-family portfolios. Has substantial experience working on capital markets transactions involving the sale and/or securitization of single-family assets, including structured transactions. Drafts complex documents that involve expert knowledge of the design and implementation of large, complex asset sales transactions. Has substantial experience with structured real estate disposition mechanisms, including Real Estate Investment Trusts, joint ventures, public-private partnerships, master limited partnerships, and limited liability companies. Has substantial experience providing expert advice on debt and equity structures, seller financing, and credit enhancement approaches. Has directly advised in the timing and presentation of large real estate transactions to the marketplace, on a programmatic and transaction-specific basis, and has substantial experience in assessing controls and systems for ongoing monitoring of bulk real estate transactions. Has several years of experience as Partner-in-Charge of engagements with the private sector or the Federal government related to real estate, mortgage and housing finance. A four-year degree from an accredited college/university or greater. Senior Manager (Key Personnel) Responsibilities include planning, supervision, review and completion of work. For this engagement will work directly with FHFA. Advises and consults with Partners on all significant developments in the engagement. Has between 7-10 years of substantial knowledge and demonstrated experience in the analysis of capital and real estate market conditions as they relate to the disposition of single-family portfolios. Has substantial experience working on capital markets transactions involving the sale and/or securitization of single-family assets, including structured transactions. Drafts complex deliverables that involve expert knowledge of the design and implementation of large, FHF-12-F-0034 ATTACHMENT B Page 10 of 17

complex asset sales transactions. Has substantial experience with structured real estate disposition mechanisms including Real Estate Investment Trusts, joint ventures, public-private partnerships, master limited partnerships, and limited liability companies. Has substantial experience providing expert advice on debt and equity structures, seller financing, and credit enhancement approaches. Has directly advised in the timing and presentation of large real estate transactions to the marketplace, on a programmatic and transaction-specific basis and have substantial experience in assessing controls and systems for ongoing monitoring of bulk real estate transactions. Has at least 2 years of experience as manager of engagements for the private sector, the Federal government or in another specialized area required by statement of work, but primarily related to real estate, mortgage and housing finance. A four-year degree from an accredited college/university or greater. Manager (Key Personnel) Responsibilities include engagement planning, supervision, review and completion of work. Monitors the status of the engagement. Advises and consults with Partners and Senior Managers on all significant developments. Works directly with FHFA. Makes Partners and Senior Managers aware of all major developments. Drafts and reviews work papers and oversees the drafting of reports. Has 4-8 years of years of substantial knowledge and demonstrated experience in the analysis of capital and real estate market conditions as they relate to the disposition of real estate with primary emphasis on single-family portfolios. Has experience working on capital markets transactions involving the sale and/or securitization of single-family assets, including structured transactions. Has experience advising on the design and implementation of large, complex asset sales transactions. Has advised in the timing and presentation of large real estate transactions to the marketplace, on a programmatic and transaction-specific basis and have experience in assessing controls and systems for ongoing monitoring of bulk real estate transactions. Has at least 1 year of experience on engagements for the private sector, the Federal government or in another specialized area required by a task order. A four-year degree from an accredited college/university or greater. Senior Advisor (Non-Key Personnel) Performs field work and supervises staff professionals. Completes work in more difficult and technical areas. Analyzes engagement progress and meets regularly with Managers, Senior Managers, and Partners regarding budget and engagement issues. Generally, possesses 2-4 years of relevant knowledge and demonstrated experience in the analysis of capital and real estate market conditions as they relate to the disposition of real estate portfolios. Senior Advisors have experience in consulting engagements that involve execution of large, asset sales transactions. Has advised in the timing and presentation of large real estate transactions to the marketplace, and has experience in assessing controls and systems for ongoing monitoring of bulk real estate transactions experience. The Senior Advisor typically has at least 1 year of experience as an advisor on engagements for the private sector, the Federal government or in another specialized area required by a task order. Advisor (Non-Key Personnel) Performs specifically assigned tasks in accordance with directions provided by Senior Advisors, Managers, Senior Managers, and Partners. Generally, possesses up to 2 years of experience on engagements for the private sector, the Federal government or FHF-12-F-0034 ATTACHMENT B Page 11 of 17

in another specialized area required by a task order. A four-year degree from an accredited college/university or greater.

8.0 KEY PERSONNEL


The personnel specified in this clause and/or other attachments are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the Contractor without the written consent of the Contracting Officer; provided, that the Contracting Officer may ratify in writing such diversion and such ratification shall constitute the consent of the Contracting Officer required by this clause. The contract may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

INDIVIDUAL
(b)(4),(b)(6)

POSITION/TITLE

9.0 GOVERNMENT-FURNISHED PROPERTY


The contractors will be required to furnish all property necessary to perform the task order; examples include laptops, blackberries and air-cards.

10.0 PLACE OF PERFORMANCE


Contract performance shall occur at the contractor's headquarters and on occasion at the FHFA Headquarters: Constitution Center, 7th and D Street SW, Washington, D.C. 20024 The contractor should anticipate also working at the headquarters of the Enterprises in Washington, DC and McLean, VA Enterprise locations. FHFA anticipates that the contract performance will necessitate some travel outside the Washington, DC area, potentially including locations of some of the program transactions and the Texas sites of Enterprise REO operations. These days may, or may not, be consecutive. The contractor should anticipate some travel requirements to evaluate post sale activities of successful bidders. These requirements will come at the Direction of the COR.

11.0 PERIOD OF PERFORMANCE


The period of performance for this contract is for a one-year base and four (4) four oneyear options, if exercised. The anticipated period of performance is as follows:

FHF-12-F-0034 ATTACHMENT B Page 12 of 17

May 25, 2012 throu. h Ma 24, 2013 Base Period May 25, 2013 through May 24, 2014 Option Year One May 25, 2014 through May 24, 2015 Option Year Two May 25, 2015 through May 24, 2016 Option Year Three Option Year Four May 25, 2016 through May 24, 2017 12.0 OTHER DIRECT COSTS TRAVEL Travel may be required in performance of the task order. Travel will be approved in advance by the COR. All travel costs for transportation, lodging, meals and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs. These costs will be considered reasonable and allowable only to the extent that they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations (FTR). Local travel reimbursement in the Washington DC area is not authorized. 13.0 HOLIDAYS The Contractor's services and support are not required on Federal holidays unless notified in writing by the COR.
Federal holidays are listed as follows: New Year's Day Martin Luther King Day President's Day Memorial Day Independence Day Labor Day Columbus Day Veteran's Day Thanksgiving Day Christmas Day

14.0 GOVERNMENT/CONTRACTOR RELATIONSHIPS


The Government and Contractor understand and agree that the services to be provided under this contract by the Contractor to the Government are non-personal services. The parties recognize that no employer-employee relationship exists or will exist under this contract. The Contractor contracts with the Government to furnish the specified services fully described herein and is accountable to the Government ONLY for furnishing such services, materials or work ordered. For the purpose of this contract, the Contractor's employees shall not be subject to the supervision of a Federal office or employee while engaged in the performance of its duties.

FHF-12-F-0034 ATTACHMENT B Page 13 of 17

15.0 CONTRACTING OFFICER'S REPRESENTATIVE


(a) The Contracting Officer may designate Government personnel to act as the Contracting Officer's Representative (COR) to perform functions under the contract such as review or inspection and acceptance of supplies, services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the Contractor within five business days after contract award or for construction, not less than five business days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract. (b)The Contracting Officer cannot authorize the COR or any other representative to sign documents, such as contracts, contract modifications, etc., that require the signature of the Contracting Officer.

16.0 CONTRACTING OFFICER'S REPRESENTATIVE


(a) The following person is hereby designated to act as Contracting Officer's Representative under this contract: Bonnie McCloskey Telephone: 202 649-3126 (b) The COR is responsible for: receiving all deliverables; inspecting and accepting the supplies or services provided hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contract effort, fills in details or otherwise serves to accomplish the contractual Scope of Work; evaluating performance; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment prior to forwarding the original invoice to the payment office and a conformed copy to the Contracting Officer. (c) The COR does not have the authority to alter the contractor's obligations under the contract, direct changes that fall within the purview of the General Provisions clause entitled "Changes" and/or modify any of the expressed terms, conditions, specification, or cost of the agreement. If as a result of technical discussions it is desirable to alter/change contractual obligations or the Scope of the Work, the Contracting Officer shall issue such changes in writing and signed.

17.0 FIXED RATES FOR SERVICES


The total amount paid under this contract shall not exceed the ceiling price of $11,744,968.46 (Base Year and Four One-Year Options, if exercised). The fixed rates are subject to the conditions in the clause at 52.232-7, Payments under Time-andMaterial and Labor-Hour Contracts.

18.0 PROGRESS REPORTS (TIME AND MATERIAL)


The monthly progress reports shall be submitted the 5th day of the month following the previous month being reported and shall include the following: FHF-12-F-0034 ATTACHMENT B Page 14 of 17

Summary of progress during the reporting period (include any significant technical information). Unanticipated technical or management problems of significance. Problems anticipated in future reporting periods. Summary of important meetings, briefings, trips and conferences during the period of the report and those planned for the following period. Requirements for changes in key personnel. A projection of the entire budget by task, over the life of the task order shall be provided in the first report and quarterly thereafter. This projection shall be revised as changes become necessary with written explanation. Labor hours utilized versus labor hours planned per task; this information shall be reported both (1) for the reporting period being and (2) for the entire contract (cumulative) through the most recent reporting period. The contractor shall notify the COR when the contractor has reason to believe that projected cost will exceed 85% of the estimated cost specified in the task order schedule.

All reports and correspondence shall be directed to the COR. Simultaneously, a copy shall be forwarded to the Contracting Officer.

FHF-12-F-0034 ATTACHMENT B Page 15 of 17

NONDISCLOSURE AGREEMENT (JUL 2011)

, during the performance of my work under Task Order No. FHFf-12-F-0034 for the Federal Housing Finance Agency (FHFA) and after completing such performance, shall not disclose without the prior written approval of the Director of FHFA any nonpublic information obtained by, produced by, or disclosed to me in connection with my performance of work for FHFA to anyone other than persons within FHFA, who already have access to such nonpublic information, or persons in my organization who are properly entitled to such information for the performance of their official duties. Nonpublic information means information which has not become part of the body of public information, including, but not be limited to, information of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal Home Loan Banks (collectively, regulated entities), the Office of Finance of the Federal Home Loan Bank System (Office of Finance), or FHFA. This includes nonpublic information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols. For purposes of this Nondisclosure Agreement (Agreement), examples of nonpublic information include, but are not limited to, corporate financial data provided to FHFA that has not been made public; FHFA planned or contemplated courses of action regarding FHFA examinations, investigations, and enforcement actions; and personally identifiable information, including information covered by the Privacy Act, 5 U.S.C. 552a. I shall take all reasonable measures to avoid unintentional or inadvertent disclosure by me of such nonpublic information, and shall return to FHFA or destroy any such information, or copies thereof, upon request by the COR or Contracting Officer. Should a question arise as to whether particular information is nonpublic, I will immediately contact the FHFA Contracting Officer's Representative (COR) and seek a determination as to the information's status. In the absence of a COR, Iwill immediately contact the FHFA Contracting Officer. If the FHFA COR or Contracting Officer determines that the information is nonpublic, I will treat it in accordance with this Agreement. I have read FHFA Policy No. 301, Use and Protection of Personally Identifiable Information Policy (attached), which is incorporated by reference into the Contract, and shall abide by the policy described therein and follow the guidelines given for using and protecting personally identifiable information. FHFA Policy No. 301 is also available on the FHFA website: http://www.fhfa.gov/webfiles/21225/P11%20Policy%20%20Signed.pdf. I have also read FHFA Policy No. 601, Breach Notification Policy and Plan (attached), which is incorporated by reference into the Contract, and shall abide by the policy described therein and follow the guidelines for reporting of a suspected or confirmed breach of personally identifiable information. FHFA Policy No. 601 is also available on the FHFA website: httrx//www.fhfa.dov/webfiles/21266/FHFA Policy 601 Breach Notification Policy and Plan[11.pdf. FHF-12-F-0034 ATTACHMENT B Page 16 of 17

I will not use or permit use of nonpublic information obtained by me as a result of my performance of work for FHFA for private gain for myself or any other person or entity by direct action on my part or by counsel, recommendation, or suggestions to another person or entity. Unless by judicial order directed otherwise (after providing the Director of FHFA with notice as specified below), I understand that I am prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to me in connection with my performance of work under this Contract, and I am prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, order, or otherwise without prior written notice to the Director of FHFA. I shall promptly notify the Director of FHFA of any request, subpoena, court order, or other legal process requiring my attendance as a witness or the production of documents. I understand that I am subject to criminal penalties under 18 U.S.C. 641 and 1905, and other applicable laws for the misuse or disclosure of nonpublic information.

EXECUTED this day of , 20 .

Signature:

FHF-12-F-0034 ATTACHMENT B Page 17 of 17

PRICEWATERHOUSECOOPERS (PWC) PROFESSIONAL STANDARDS AND PROJECT RESPONSIBILITIES May 25, 2012
(b)(4)

FHF-12-F-0034 ATTACHMENT C 1 'Page

PRICEWATERHOUSECOOPERS (PWC) PROFESSIONAL STANDARDS AND PROJECT RESPONSIBILITIES May 25, 2012

(b)(4)

FHF-12-F-0034 ATTACHMENT C 2IPage

PRICEWATERHOUSECOOPERS (PWC) PROFESSIONAL STANDARDS AND PROJECT RESPONSIBILITIES May 25, 2012

(b)(4)

FHF-12-F-0034 ATTACHMENT C 3IPage

TER ti ft A1EuiTh.TI urui


SOLLCFTATION/CONTRACTIORDERFORCOMMERC1ALITEMS
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
2. CONTRSC'" NO 1 REC.PS Tif..IN NUMBER FAGS OF

19
SOLIC,TADQN NuMBER 1 TS-EFHOtE NUMBER
aNt 0.:kbet .1,441

le. NAME FOR SOLICITATION Ow, P1FORMATION CALL: 1BERN;,RD

3. AWAAD EFF.c0TIVE DATE. '',

OR! R NUMBER

A. SCLIOITA7ICN ISSUE 0115


B. DETER DUE CATE,L.00AL TIME

_9,.:. 12
CODE -.? THIS ACQUISITION IS F. UNRESTRICTED OR I SET ASIDE:

PIPER
EHF
- FOR: OWEN ,: WNE D eLIE,NESS SMALL BUSINESS E SLE UNDER THE VVOSB 1.1 MCSR...44 BUSINESS SERV10E-DISABLED 80. VETERAN-OWNED SMALL BUSINESS

9. ISSUED BY

Feder- 1
0 )C
S.

woe-a:541E1
SIZE STANDARD: 9.

DE-, /ERN' FOS FOB DESTINY.. TION UNLESS BLOCK IS

112. D:SCOUNT TERMS


THIS CONTRACT A RATED ORDER UNDER DRAS (15CFR ' CODE 16 ADMWSTERED

'135. RA-mve

MARKED

SEE SCHEDULE
15. DELIVER TO

114. SOLICITATION METHOD OF


. _ . .., RFP CODE

FHF

As nn Eact

Feeral _ Constj
f

tnance Agency
SW

Wash_ngtnn nc
1 , a CONTRACTOR/ CODS ;0 3:

OFFEROR

FAC:'..ITY I CODE

`as FA, AENT BC JADE EfY

CODE

AFC .:F1:1=1

CLP TYSJN BLVD 9TH FL

V.7 LEAN VP 22'

19.

ITEM NO.

SCHEDULE OF EL.I.=Ft iE:i SEP- :ES .

20.

QUANTITY

2.1 23. 0,47 JNIT PRICE

24. AMOUNT

25. ACCOUN - i , 0 AND APPROPRLATION DATA

26. TOTAL AWARD AN UN' (gOt Govt. Use

ontf;

As

I7IfLic.1 - ,"

Each
ARE ARE NOT ATTACHED. ARE - ARE NOT ATTACHED.

27a. SOUCITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA 27h. GiNTRACr ''URCHASE ORDER INC..JRPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA '. CONTRACTOR IS REQUIRED '-0 SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING OFFICE. CONTRACTOR -FEES TO FURNISH AND DELIVER ALL ITEMS FORTH OR OTHERWISE . 3P10 IED ABOVE AND ON ANY ADDITIONAL SHEETS JEC- TO THE 'ERAI3 AND - NDITIONS SPECIFIED. - ./.
OF OFFEROR/CON /7C OR

OFFER 29. AWARD OF CONTRACT: REF. YOUR OFFER ON SOUCITATION (BLOCK DATED iNcLuDING ANY ADDITIONS OR CHANGES WHICH ARE SE, FORTH HER , IS ACCEPTED AIS9 ITEMS:
31a. Ut I"EDStES OF AIME PIO ,Sr , ..1.4)URE QF CC.-ITRACTING OFFICER)

30. SICa

ter Ra

4AME AND

SIGNER (Typi or p)

30c. DATE SIGNED

,e-c.4,7,Z4
"

OFF CER Typ6

3 c TE S;GNE

rinci al
AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE

May 14, 2012

E EF.IARD

PIPER
STANDARD FORM 1449 (R Prescribed by GSA - FAR ( 2012) CFR) 53.212

2 of 19
19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

INSPECTED

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

37. CHECK NUMBER

PARTIAL

E
FINAL 39. S/R VOUCHER NUMBER 40. PAID BY

COMPLETE

PARTIAL

FINAL

38. S/R ACCOUNT NUMBER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location) 42c. DATE RECD (YY/MM/DD)

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Blanket Purchase Agreement


1.0 SCOPE Pursuant to the General Services Administration (GSA) Multiple Award Schedule (MAS) contract number GS-10E-0466N and Federal Acquisition Regulation (FAR) 8.405-3, Blanket Purchase Agreements (BPA), the Contractor agrees to the following terms of a BPA exclusively with the Federal Housing Finance Agency (FHFA).

The attached statement of work (Attachment 1) defines the overall scope of this BPA. The terms and conditions included in this BPA apply to all BPA calls (task orders) issued under it, unless specifically stated otherwise in the BPA call (task order). The Contractor shall ensure that its employees provide any required services under the above referenced GSA MAS contract and as defined in specific BPA calls (task orders). This BPA may be used to meet any of the requirements that are within the scope of the above referenced GSA MAS contract. Specific work requirements and minimum qualifications will be defined within individual BPA calls (task orders). The Contractor shall be capable of handling multiple BPA calls (task orders) simultaneously.
2.0 PERIOD OF PERFORMANCE The period of performance for this BPA is for a maximum of ten years or when there is no longer a corresponding GSA MAS schedule in effect, whichever event occurs earlier.

If the GSA MAS contract, with which this BPA is associated is no longer in effect, the Contractor, within five (5) days of learning of this event, must provide written notification (email is acceptable) to the FHFA Contracting Officer. For whatever reason, including its annual review, the FHFA may cancel this BPA with thirty days written notice. Cancellation of the BPA only impacts the ability to place future BPA calls (task orders). All BPA calls (task orders) presently awarded at the time of cancellation will continue performance unless those active BPA calls (task orders) are terminated following the terms under the GSA MAS contract incorporated into this BPA.
2.1 Initial Period of Performance This BPA has an effective period of performance starting on the Effective Date and five years from the BPA award date.

Page 3 of 19

2.2 Award Term Period of Performance The initial five-year period of performance may be extended for an additional five years up to a maximum of ten years or a lesser period, based on the Contractor's performance, the FHFA's continued need for services, and determination that the award term prices are fair and reasonable. 2.3 Award Term Performance Assessment The Contractor's performance will be measured by assessing performance on awarded BPA calls (task orders) and the overall relationship under the BPA. The Contractor will submit a self-evaluation addressing the below areas to the Contracting Officer nine months prior to the conclusion of the initial period of performance. The assessment will not exceed five (5) pages. Areas of Contractor performance to be evaluated include the following areas: Quality of resources proposed. Responsiveness to FHFA's requests for services, including both speed of proposal and deployment of resources. Problem resolution during contract administration. Accuracy of reports and invoices. Overall customer satisfaction.

The Contractor acknowledges that the Contracting Officer's decision is final regarding matters of extending the award term. 2.4 Award Term Price Quotation Nine months prior to the end of the initial period of performance, the Contractor will submit a price quotation using the same price quotation format for initial award or revised format as provided by the Contracting Officer. Acceptance of the prices is contingent upon the FHFA Contracting Officer's determination that the prices are fair and reasonable.
3.0 BPA CALL (TASK ORDER) ORDERING PROCEDURES 3.1 Request for Quotation At any time during the BPA Ordering Period, the FHFA Contracting Officer may send to any Contractors holding a BPA a Request for Quotation (RFQ) describing the nature of one or more specific tasks, the structure for Contractor's quote, and any other information relating to the task.

If the Contractor wishes to offer its goods or services for the task, it must submit a quote pursuant to the terms of the RFQ for the specific BPA call (task order). According to the RFQ, BPA call (task order) performance may be priced on a time and material, firm fixed price, or other basis. Based on the quotes received, the FHFA may select one or more Contractors to perform these specific tasks. If

Page 4 of 19

the Contractor is selected, the BPA call (task order) must be executed by Contractor and the FHFA Contracting Officer. This will then create a binding obligation between Contractor and the FHFA pursuant to the terms of the Contractor's GSA MAS contract, this BPA, and the BPA call (task order), regarding the requirements. The FHFA and Contractor agree that the form of the BPA call (task order), a template is set forth as Attachment 2 to this Agreement, may change during the period of performance of this Agreement at FHFA's option. 3.2 Value of BPA Calls (Task Orders) There is no minimum or maximum dollar value for any calls under the BPA other than the overall BPA and GSA MAS maximums. 3.3 Ordering Transmission Method Calls under the BPA will be issued via electronic mail. This BPA does not obligate any funds, nor is the FHFA obligated to make any purchases under this BPA. The FHFA is obligated only to the extent of BPA calls (task orders) issued. The Contractor must not commence work until authorized in writing by the Contracting Officer.
4.0 PRICE TERMS For services ordered under this BPA, the Contractor agrees to a minimum discount of ten and six tenths percent (10.6%) for all labor categories under its GSA MAS contract identified in Section 1.0. Attachment 3 includes additional discounts and/or reduced rates provided by the Contractor that will be binding during the BPA's period of performance.

If any extension or follow-on of the GSA MAS contract results in price increases, the Contractor shall honor the prices in this BPA (including all discounts offered herein) and the rates as negotiated on any awarded calls. The FHFA will consider price adjustments as required by law, including adjustments per the Service Contract Act, following approval of the new rates by GSA. However, the Contractor agrees to provide the same percent of discount after any adjustment as stated above. All billing rates stated in the BPA call (task orders) will include all costs necessary to perform, including but not limited to direct labor, indirect labor costs, other overhead, profit, G&A expenses, local travel costs, overtime, and any other markup charges.
5.0 GSA MAS CONTRACT ADMINISTRATION Since this BPA incorporates the GSA MAS contract, the Contractor will email to the Contracting Officer scanned, signed electronic copies of its signed GSA

Page 5 of 19

contract and any modifications within five (5) calendar days after award of the BPA . Furthermore, any modifications issued under the GSA MAS contract after BPA award and if a follow-on GSA MAS contract is awarded by GSA, the Contractor must email a signed copy of the new GSA contract to the FHFA Contracting Officer within five (5) calendar days of the Contractor executing a new GSA MAS replacement contract and request a modification incorporating the new GSA MAS contract into the BPA. 6.0 BPA ORDERING AUTHORITY FHFA authorizes any FHFA warranted Contracting Officer to place calls or orders under this BPA. Only the Contracting Officer for the BPA can modify the BPA or BPA call (task orders). This includes any change to the statement of work, period of performance, rates, or price ceilings. 7.0 CONTRACTING OFFICER'S REPRESENTATIVE The Contracting Officer's Representative (COR) is the person designated in writing by the Contracting Officer to represent the FHFA for the purpose of monitoring technical performance and accepting goods or services. The Contracting Officer will provide a copy of the COR appointment letter or designate a specific technical point of contact at the BPA award and each BPA call (task order) award, if different than the one identified in the overall BPA. The COR is not authorized to issue any instructions or directions which make any substantive change to this Agreement or calls, including, but not limited to, an increase or decrease in the prices, a change in the delivery date(s) or period of performance. Specific areas of delegated authority are more particularly defined in the COR Appointment Memorandum. This memorandum will also identify the name of the COR. 8.0 INVOICING (MAR 2012) Ensure that invoice complies with all other payments and invoicing instructions and terms within the Contract. Also, at a minimum, the following information must clearly be included: (a) Contractor's name (b) Invoice unique identifying number and invoice date (c) Period of Performance (Covered by invoice for service contracts) (d) Contract or Order number (FHF-FY-X-XXXX) (e) Contract Line Item Numbers (CLINs) as stated in the contract must be clearly identified and associated with the invoice for goods and services (f) Description, cost or price, and quantity of property and/or services actually

Page 6 of 19

delivered or rendered (g) Other substantiating documentation or information as considered necessary by the COR or Contracting Officer to support the invoice, including the following items: Price; hourly rates; other costs, less applicable discounts Contractor timesheets including dates and times of performance of Contractor employees Name of the authorized employee(s) performing services (h) Name, title, phone number, and complete mailing address of Contractor official to whom payment questions can be addressed by the Government. Invoices should be submitted electronically to fhf@bpd.treas.gov . Protected Microsoft Excel files are the preferred format; however, Adobe Acrobat Portable Document Format (PDF) and Microsoft Word are also acceptable. If you are not able to send your invoices electronically via this method, please send them to the following address: For US Mail: OAS ASD APB A3 - G BUREAU OF THE PUBLIC DEBT PO BOX 1328 PARKERSBURG WV 26106-1328 UPS, Federal Express, or other Courier Delivery: OAS ASD ASB2 A3 - G BPD WAREHOUSE & OP CENTER DOCK 1 257 BOSLEY INDUSTRIAL PARK DR PARKERSBURG WV 26101 For payment and invoice questions, please contact the Administrative Accounts Branch at (304) 480-7070. At the COR or Contracting Officer's direction, backup information besides certified time sheets and other relevant information may be required for any awarded call. 9.0 NON-APPROPRIATED FUNDED AGENCY FHFA (MAR 2011) (a) Under the Housing and Economic Recovery Act of 2008, FHFA was established as an independent agency in the Executive Branch of the Federal Government.

Page 7 of 19

(b) Not withstanding any other provision or clause contained herein, whether express or incorporated by reference, FHFA is a non-appropriated funded agency. As such, FHFA is not subject to the Federal Acquisition Regulation (FAR). FHFA voluntarily follows the FAR with some limited exceptions in its acquisition of supplies and services. Any FAR provisions and/or clauses contained herein, whether express or incorporated by reference, are being utilized due to their commonality in the Federal acquisition environment.
10.0 DISPUTES (FEB 2011) (a) All disputes arising under or relating to this contract shall be resolved under this clause. The Contract Disputes Act of 1978, as amended (41 U.S.C. 71011709) is not applicable to the Federal Housing Finance Agency.

(b) "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (c) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within six (6) years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Federal Housing Finance Agency (FHFA), hereafter "Agency," against the Contractor shall be subject to a written decision by the Contracting Officer. (2)(i) The Contractor shall provide the certification specified in paragraph (c)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Agency is liable; and that I am duly authorized to certify the claim on behalf of the Contractor." (3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim. (d) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $100,000, the Contracting Officer

Page 8 of 19

must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. (e) The Contractor may request an appeal for any Contracting Officer decision. For claims up to $50,000, appeal shall be made to the Manager, Contracting Operations, whose decision shall be final. If the claim is greater than $50,000 and up to $1,000,000, appeal shall be to the Senior Procurement Executive, whose decision shall be final. If the claim is valued at more than $1,000,000, appeal shall be made to the Senior Procurement Executive for a recommendation to the Deputy Chief Operating Officer, with the Deputy Chief Operating Officer issuing a final determination on the appeal, without further recourse. (f) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Agency is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. (g) The Agency shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, interest shall be paid from the date that the Contracting Officer initially receives the perfected claim. Defective certifications are defined as failing to comply with any portion of (c) (2) or (c) (3) of this clause. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim. (h) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, or appeal, arising under or relating to the contract, and comply with any decision of the Contracting Officer. 11.0 DISCLOSURE OF INFORMATION (MAR 2012) (a) Contractor (used hereinafter in this Clause to mean Contractor and Contractor's directors, officers, employees, subcontractors, agents, or consultants) shall not disclose without the prior written approval of the Senior Procurement Executive any nonpublic information obtained by, produced by, or disclosed to the Contractor in connection with its performance under this Contract for FHFA, to anyone other than persons within FHFA or persons in the Contractor's organization who are properly entitled to such information for the performance of their official duties. Nonpublic information means information which has not become part of the body of public information, including, but not limited to, information of the Federal National Mortgage Association, the Federal

Page 9 of 19

Home Loan Mortgage Corporation, and the Federal Home Loan Banks (collectively, regulated entities), the Office of Finance of the Federal Home Loan Bank System (Office of Finance), or FHFA. This includes nonpublic information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols. For purposes of this clause, examples of nonpublic information include, but are not limited to, corporate financial data provided to FHFA that has not been made public; FHFA planned or contemplated courses of action regarding FHFA examinations, investigations, and enforcement actions; and personally identifiable information, including information covered by the Privacy Act, 5 U.S.C. 552a. (b) Contractor will take all reasonable measures to avoid unintentional or inadvertent disclosure by it of such nonpublic information, and will return to FHFA any such information, or copies thereof, not later than the date the Contractor has completed performance of its work under this Contract. Should a question arise as to whether particular information is nonpublic, Contractor will immediately contact the FHFA Contracting Officer's Representative (COR) and seek a determination as to the information's status. In the absence of a COR, the Contractor will immediately contact the FHFA Contracting Officer. If the FHFA COR or Contracting Officer determines that the information is nonpublic, Contractor will treat it in accordance with this Clause. (c) Contractor has read FHFA Policy No. 301, Use and Protection of Personally Identifiable Information Policy (attached), which is incorporated by reference into the Contract, and will abide by the policy described therein and follow the guidelines given for using and protecting personally identifiable information. FHFA Policy No. 301 is also available on the FHFA website: http://www.fhfa.gov/webfiles/21225/P11%20PolicycY020-/020Signed.pdf. Contractor has also read FHFA Policy No. 601, Breach Notification Policy and Plan (attached), which is incorporated by reference into the Contract, and will abide by the policy described therein and follow the guidelines for reporting of a suspected or confirmed breach of personally identifiable information. FHFA Policy No. 601 is also available on the FHFA website: http://www.fhfa.gov/webfiles/21266/FHFA_Policy_601 Breach_Notification_Poli cy_and_Plan[1].pdf. (d) Contractor agrees not to use or permit the use of nonpublic information obtained as a result of its performance of work for FHFA under this Contract for private gain for itself or any other person or entity by direct action on Contractor's part or by counsel, recommendation, or suggestions to another person or entity. (e) Unless by judicial order directed otherwise (after providing the Director of FHFA with notice as specified below), Contractor understands that it is prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to the Contractor in connection with its performance of

Page 10 of 19

work under this Contract, and is prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, court order, or otherwise without prior written notice to the Director of FHFA. Contractor shall promptly notify the Director of FHFA of any request, subpoena, court order, or other legal process requiring Contractor's attendance as a witness or the production of documents. (f) Contractor understands that it is subject to criminal penalties under 18 U.S.C. 641 and 1905, and other applicable laws for the misuse or disclosure of nonpublic information. (g) Contractor agrees that each of its personnel and subcontractor personnel working under this Contract will sign an FHFA Nondisclosure Agreement (Agreement) containing the prohibitions set forth in paragraphs (a) through (f) of this Clause. Contractor further agrees that Contractor will submit the original copy of each signed Agreement to the FHFA Contracting Officer prior to performance of any work by Contractor's personnel or subcontractor personnel under this Contract. (A copy of the Agreement is an attachment.) (h) Contractor agrees that any deviation from this Clause which is attributable to the Contractor constitutes a material breach of contract and may be sufficient grounds for a termination for default. The Non-Disclosure Agreement is to be attached (Attachment 4) as a separate document within the contract and solicitation. 12.0 RESERVED 13.0 GOVERNMENT/CONTRACTOR RELATIONSHIPS The Government and Contractor understand and agree that the services to be provided under this BPA and related calls by the Contractor to the Government are non-personal services. The parties recognize that no employer-employee relationship exists or will exist under the BPA or BPA calls (task orders). The Contractor contracts with the Government to furnish the specified services fully described herein and is accountable to the Government ONLY for furnishing such services, materials or work ordered. For the purpose of this BPA and associated calls, the Contractor's employees shall not be subject to the supervision of a Federal office or employee while engaged in the performance of its duties. 14.0 NEWS RELEASES (JAN 2010) News releases or any other form of publicity concerning this procurement shall not be made without prior written approval of the FHFA Contracting Officer.

Page 11 of 19

15.0 KEY PERSONNEL (a) The following key personnel are essential to the proper performance of Contractor's duties under this contract: Name Title Please see each BPA call (task order) for specific names of key personnel. (b) Contractor must make the above named key personnel available for performance under this Agreement as long as such persons are employed by Contractor or its related entities. All key personnel changes must be authorized in writing by the FHFA Contracting Officer prior to the new key personnel beginning work. The Contractor must give a minimum of a 14-day advance written notice to the FHFA Contracting Officer of any proposed substitutions of key personnel. The notice must describe the reason for the proposed change; give the name of the proposed substitute individual with a description of his educational and professional background; and include a completed background investigation questionnaire. The determination of acceptability of proposed substitute personnel is in the sole discretion of the FHFA. 16.0 ORDER OF PRECEDENCE- FHFA CONTRACTS (OCT 2011) In addition to any Order of Precedence Clause included within the Contract, including but not limited to FAR 52.212-4(s) (Contract Terms and Conditions Commercial Items), FAR 52.214-29 (Order of PrecedenceSealed Bidding), FAR 52.215-8 (Order of PrecedenceUniform Contract Format), FAR 52.241-2 (Order of PrecedenceUtilities), any conflict between a unique FHFA clause and a FAR clause will be resolved by giving precedence to the FHFA's clause regardless of its position within an already stated order of precedence. Otherwise, the existing FAR Order of Precedence clause in the contract will govern any conflict or ambiguity. 17.0 HOMELAND SECURITY PRESIDENTIAL DIRECTIVE-12 [HSPD-12] (NOV 2011) (a) Performance under this contract may require Contractor employees to have physical and logical access to a Federally controlled facility. HSPD-12 requires that in those instances, agencies create a policy to ensure that those employees have a fully adjudicated identity check prior to unescorted access. (b) In order to comply with HSPD-12, the FHFA requires the following steps be taken to ensure the safety of the physical space and the integrity of the information technology systems. (c) Prior to the start of the contract, the Contractor shall provide a list of names of those employees covered by HSPD-12 to the Contracting Officer's Representative (COR) and make those employees available at the place and time specified by the COR in order to initiate screening and background

Page 12 of 19

investigations. The appropriate forms will be provided by the COR or the FHFA Human Resources Office. (d) Contractor employees are required to give, and to authorize others to give, full, frank, and truthful answers to relevant and material questions needed to reach a suitability determination. Refusal or failure to furnish or authorize the furnishing of information may constitute grounds for denial or revocation of credentials. Government personnel may contact the Contractor personnel being screened or investigated in person, by telephone or in writing, and the Contractor agrees to make them available for such contact. (e) A National Agency Check (NAC) will be conducted prior to beginning of contract performance. This check verifies the identity of the individual applying for clearance. Upon successful completion of the NAC process, an identity card will be issued and unescorted access will be granted. Contractor employees are required to wear and display their identity cards while on duty and when representing the agency, unless wearing the card prevents them from accomplishing the tasks associated with this contract. (f) Simultaneously, a NAC with Inquiries (NACI) will be initiated to determine the individual's suitability for the position. If the NACI adjudication is favorable, nothing more needs to be done. If the adjudication is unfavorable, the credentials will be revoked. In the event of a disagreement between the Contractor and the Government concerning the suitability of an individual to perform work under this contract, FHFA shall have the right of final determination. (g) This requirement must be incorporated into any subcontracts that require subcontractor personnel to have routine and regular unsupervised access to a Federally controlled facility for more than 180 calendar days or unsupervised access to a Federally controlled Level 3 or 4 information system. (h) If a Contractor employee has already been credentialed by another agency through the Office of Personnel Management (OPM), and that credential has not yet expired, further investigation may not be necessary. The Contractor shall provide the COR with documentation that supports the individual's status. (i) During performance of this contract, the Contractor will keep the COR apprised of changes in personnel to ensure that performance is not delayed by compliance with credentialing process. Identity cards that have been lost, damaged, or stolen must be reported to the COR. Replacement will be at the Contractor's expense and may not be charged as either a direct or indirect cost to the contract. If reissuance of expired credentials is needed, it will be coordinated through the COR. (j) At the end of contract performance, or when a Contractor employee is no longer working under this contract, the Contractor will ensure that all identification

Page 13 of 19

cards are returned to the COR. Failure to return identity cards may hold up final invoice payment.
18.0 SYSTEMS AND INFORMATION SECURITY (FEB 2011) (a) For the purpose of this Clause, the term "Contractor" means the person or entity who is the prime Contractor, such prime Contractor's directors, officers, employees, agents, consultants, subcontractors and the directors, officers, employees, agents, consultants, or subcontractors of a subcontractor to any prime Contractor.

(b) For the purposes of this Clause, the words, terms or phrases "computer software," "electronic and information technology (EIT)," "electronic data interchange (EDI)," "facsimile," and "information technology" have the meanings prescribed in 48 C.F.R. 2.101, as follows: "Computer software" means computer programs, computer data bases, and related documentation; "Electronic and information technology (EIT)" has the same meaning as "information technology" except EIT also includes any equipment or interconnected system or subsystem of equipment that is used in the creation, conversion, or duplication of data or information. The term EIT, includes, but is not limited to, telecommunication products (such as telephones), information kiosks and transaction machines, worldwide websites, multimedia, and office equipment (such as copiers and fax machines); "Electronic data interchange (EDI)" means a technique for electronically transferring and storing formatted information between computers utilizing established and published formats and codes, as authorized by the applicable Federal Information Processing Standards; "Facsimile" means electronic equipment that communicates and reproduces both printed and handwritten material. If used in conjunction with a reference to a document; e.g., facsimile bid, the terms refers to a document (in the example given, a bid) that has been transmitted to and received by the Government via facsimile; "Information technology" means any equipment, or interconnected system(s) or subsystem(s) of equipment, that is used in the automatic acquisition, storage, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the agency. (1) For purposes of this definition, equipment is used by an agency if the equipment is used by the agency directly or is used by a Contractor under a contract with the agency that requires-(i) Its use; or (ii) To a significant extent, its use in the performance of a service or the furnishing of a product. (2) The term "information technology" includes computers, ancillary equipment, software, firmware and similar procedures, services (including support services), and related resources.

Page 14 of 19

(3) The term "information technology" does not include any equipment that-(i) Is acquired by a Contractor incidental to a contract; or (ii) Contains imbedded information technology that is used as an integral part of the product, but the principal function of which is not the acquisition, storage, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information. For example, HVAC (heating, ventilation, and air conditioning) equipment, such as thermostats or temperature control devices, and medical equipment where information technology is integral to its operation, are not information technology. (c) This section applies to each Federal Housing Finance Agency (FHFA) Contractor, defined in paragraph (a), that has, will have, is required to have, or will require for performance of a contract or subcontract access to electronic information and electronic information technology, or access to or use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) or electronic data interchanges, owned, maintained, or operated by FHFA. (d) A Contractor described in paragraph (c) shall include all provisions of paragraphs (a) through (o) in each subcontract entered so that such clauses will be contractually binding on each subcontractor. (e) Access to electronic information and electronic information technology, and use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) and electronic data interchanges under contracts with FHFA are subject to and governed by FHFA Information Security Policy Handbook, FHFA Guideline 107, Information Technology Security Program;, FHFA Guideline 118, Information Systems Rules of Behavior (ROB); and FHFA Guideline 331, Limited Personal Use of Government Office Equipment; and other internal FHFA Guidelines and requirements related to information and systems security which are attached. (f) Each Contractor described in paragraph (c) agrees that compliance with the internal FHFA Security Policy Handbook and Guidelines referred to in paragraph (e), as they may from time to time be amended, revised, or supplemented, is a material requirement of the contract or subcontract. Failure to comply with any such policies or guideline shall be reason for termination of the contract or subcontract, subjecting the Contractor to possible debarment or disqualification from future contracts with FHFA. The Director of FHFA may instruct a prime Contractor to take appropriate remedial action with respect to any subcontractor that fails to comply with any such internal FHFA policy or guideline.

Page 15 of 19

(g) Each Contractor described in paragraph (c) shall be required to distribute a copy of each internal FHFA policy or Guideline referred to in paragraph (e), including the FHFA Information Systems Rules of Behavior, to each of its principals, directors, officers, employees, consultants, and agents who may have or require access to electronic information and electronic information technology owned or maintained by FHFA, or who may have or require access to or use of electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) and electronic data interchanges owned, maintained, or operated by FHFA. (h) Each Contractor shall separately obtain from each such principal, director, officer, employee, or agent a signed and dated certification of his or her agreement to comply with the FHFA Information Systems Rules of Behavior. Each certification shall be in a form acceptable to FHFA, similar to that included in FHFA Information Systems Rules of Behavior. Each Contractor shall retain the certifications in a central location and provide them to FHFA immediately upon request. A Contractor shall not assign or permit a principal, director, officer, employee, consultant, or agent described in paragraph (g) to have visual or physical access to electronic information and electronic information technology owned or maintained by FHFA, or to access or use electronic information technology (including, for example and without limitation, computers, computer systems, computer software, facsimile machines, telecommunications devices, and reproduction equipment) owned, maintained, or operated by FHFA, without first having signed and dated the required certifications. The requirements of this paragraph are in addition to the requirements of the "Disclosure of Information" Clause, and the certifications required under this Clause are in addition to the Oath required by said clause. (i) Each Contractor agrees to require each principal, director, officer, employee, or agent employee described in paragraph (g) to attend and complete FHFA's information systems security training and, in the case of multiple year contracts or subcontracts, a systems security refresher training session at least annually. (j) As a material condition of a contract or subcontract, each Contractor agrees not to publish or disclose in any manner, without the written consent of FHFA's Contracting Officer, the specifications of any security controls designed or developed by the Contractor or under a contract with FHFA or a subcontract to provide goods or services to FHFA; or otherwise provided by the Government. (k) Each Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, documentation, records, and databases, to the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data.

Page 16 of 19

(I) Each Contractor shall immediately notify FHFA and other Government agencies as designated by FHFA if the Contractor discovers new or unanticipated threats or hazards to FHFA's systems, information, data, and/or physical security; or if the Contractor discovers that FHFA's existing systems, information, data and/or physical security controls have ceased to function. FHFA agrees to notify the Contractor if FHFA discovers new or unanticipated threats or hazards to FHFA systems, information, data, and/or physical security; or if FHFA discovers that its existing systems, information, data and/or physical security controls have ceased to function. In addition to the above requirements, Contractors engaged in FHFA's system development, maintenance, operation or other specialized use of FHFA-owned or operated information technology or electronic information technology shall comply with the following: (m) Each Contractor shall be responsible for the security of systems connected to an FHFA network, and for systems operated by a Contractor for FHFA, regardless of location. This clause is applicable to all or any part of the contract that includes information technology resources or services in which the Contractor must have physical or electronic access to FHFA's information. (n) Upon award of a contract or subcontract, within such time as FHFA may designate, the Contractor shall provide assurance that its information technology or electronic information technology systems satisfy applicable security requirements, based on FHFA's determination of criticality and sensitivity. Such assurance may be provided by completion of a National Institute of Standards and Technology (NIST) SP 800-53A, Guide for Assessing the Security Controls in Federal Information Systems or a NIST SP 800-37 compliant, security certification and accreditation, as FHFA determines appropriate and is subject to the approval of FHFA's Contracting Officer, in consultation with FHFA management and IT security staff. The Contractor shall adhere to FHFA IT security policies and procedures and related Federal Information Security Management Act (FISMA) requirements. Satisfaction of FHFA's systems security requirements is a material condition of the contract or subcontract. Failure to submit the requisite assurances and receive FHFA's approval of the required level of security controls may result in termination of the contract or subcontract. (o) Logging of Readable Data Extracts from Databases Holding Sensitive Information (i) All computer readable data extracts from FHFA databases holding sensitive information must be logged, and the System Owner shall ensure that each extract containing sensitive data is erased within 90 days if its use is no longer required.

Page 17 of 19

(ii) In cases when a system or application is not capable of logging data extracts from databases, a compensating control that requires official approval to make a copy of sensitive information from FHFA Databases and Systems shall be implemented. The approval must be granted in writing by the head of the respective department, the Privacy Officer or Senior Agency Official for Privacy and the Data Custodian. The CIO is the data custodian for systems housed on FHFA computer resources. The office or division head is responsible for including this requirement in outside contracts and agreements to ensuring that all extracts of sensitive information is erased within 90 days unless its use is required beyond this timeframe. If there is a business need to not delete extracted sensitive information within 90 days, then the office or division head is responsible for monitoring and insuring that safeguards are in place to protect the data until it can be deleted. Before sensitive information is copied from FHFA systems, there must be a written justification, assignment of a Data Custodian who has taken the FHFA Security Awareness Training and the environment housing the data must be secured based on NIST guidelines. The Custodian shall report all security violations associated with the extracted data or the physical environment where it resides to the office or division head and FHFA Help Desk. Extracted sensitive information must be labeled as a copy to prevent it from being re-entered into the production environment and must be protected at the same or higher level as the production source database or application. 19.0 CLAUSES INCORPORATED BY REFERENCE [FAR 52.252 - 2] (FEB 1998): This BPA incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address: http://www.acquisition.gov/comp/far/loadmainre.html (End of Clause)

52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984

Page 18 of 19

52.227-14 Rights in Data-General DEC 2007 (Alternate I DEC 2007) and (Alternate ll DEC 2007)

Attachments

Attachment 1 Statement of Work Attachment 2 BPA Template Attachment 3 Price List Attachment 4 Non-Disclosure Agreement Attachment 5 PriceWaterhouseCoopers (PwC) Professional Standards and Project Responsibilities

Page 19 of 19

F
2. CONTRACT NO.

113 (i
T. REwsiTrom NOM:R.

arm Them]
PAGE OF

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEM OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

FR E' - 12 - 0178
5. SOLICITATION NUMBER

1 8
G SOLICITATION ISSLIC DATE

FHF-12-A-0011
7. FOR

3. AWARD/ EFFECTIVE DATE

. ORDER UM I)

SOLICITATION INFORMATION CALL:

10,

05/17/2012 0001
a NAME 6 TELEPHONE RINSER {lqs collect calls) 8. OFFFR DUE GATE/LOCAL rimg

BERNARD PIPER
CODE

9. ISSUED BY

FHF

10. THIS ACQUISITION IS

gq UNRESTRICTED OR .10 SET ASIDE: % FOR:


El SMALL BUSINESS OEMERGING SMALL BUSINESS NAICS

Federal Housing Finance Agency Constitution Center 400 7th Street, SW Washington DC 20024

541611 CI HUBZONE SMALL 0SOLE SOURCE


BUSINESS , 0 SERVICE-DISABLED VETERAN- 00(A) OWNED SMALL BUSINESS 136, RATING

NICE STANDARD:

$14.0
11. DELIVERY FOR 600 [7/STIFLETION UNLESS BLOCK IS MARKED 2 DISCOUNT TERMS ri 13e THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) CODE

El SEE SCHEDULE
IS DETLIvFR TO

11. METHOD OF SOL FCFTATEON URFQ ElIFB U RFP

FHFA

t O. AMSINISrS RED By Federal Housing Finance Agency Constitution Center 400 7th Street, SW Washington DC 20024

07/15 F' li F

FHFA 1700 G STREET, NW WASHINGTON DC 20552

ih.. CONIRACTORT 'Dm'. 017035762 OFFEROR

FACILL1VI CODE

180. FAYMEN L. All ITIE MADE BY

CODE IARC/ASD/FHE

PRICEWATERHOUSECOOPERS LLP-1 1800 TYSON BLVD 9TH FL MC LEAN VA 22102-4257

ARC/ASD/FHF ARC/ASD/FHF, AVERY 3G PO BOX 1328 FHF@BPD.TREAS.GOV PARKERSBURG WV 26101-1328

TELEPHONE NO

75. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER


19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

serb suBMIT iNvOICF.S TOM/DROSS SHOVVN IN BLOCK 163 UNI FSS BLOCK BELOW IS CHECKED _]SEE ADDENDUM
21 QUANTITY 22 UNIT 23. UNIT PRICE 24 AMOUNT

GSA Contract #: GS-10-F-0466N See Attached document for terms. Credit Card Vendor: COTR Delivery: 134 Days After Award Accounting Info: FHF5532SFXXXX-2012-610001-FHF2301000-2524-FHF10000 -XXX-XX-FHF300000-XXXXXXXXX-XXXXXXXXX Period of Performance: 05/17/2012 to 10/01/2012
0001

See attached terms. Continued ...


(Use Reverse and/or Attach Additional Sheets as Necessary)
n. TOTAL AWAHUAMUUN'0 .

757,156.00

25. ACCOUNTING AND APPROPRIATION DATA

See schedule
227a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 02212-S ARE ATTACHED. ADDENDA 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 522124 FAR 52.212-5 IS ATTACHED. ADDENDA

$757,156.00
DARE 0 ARE El ARE NOT ATTACHED.

El ARE NOT ATTACHELL ._

E 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

- FIL7.);.8 TO FURNISH AND DELIVER COPIES TO ISSUING OFFICE. CONTRACTOI ALL ITEMS SFj,.F IN OR 01 FIF RIMS .E,1 4=0 ABOVE AND ON ANY ADDITIONAL SHEETS SL,I J .T TO THE PMS Arc/.e Nninoxs SPECIFIED HEREIN. OFFERDRICONTRAGT013

OFFER 29. AWARD OF CONTRACT REF. . YOUR OFFER ON SOLICITATION (BLOCK 5), DATED INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN PTED AS TO 'fF' S. :No UNITED ES EG C A /'S.If . 0 CONFRAI; aNG oFFT.ct-t)

301) N AND TITLE .R (Typa eptin1)

30c. DAT

E SIGNE O TITNAME C F (.0 TRAC . 0 01 7FZFripyg,..prpnnt) 71

31c .D'

SiGhtE0
) Z t i 2)

Peter D. Raymond, Principal 'AUTHORIZED FOR LOCAL REPRODUCTION


PREVIOUS EDITION IS NOT USABLE

._ 57 t, 2

BERNARD PIPER

STANDARD FORM 1449 (REIMS) -Prescribed by GSA - FAR (48 CFR) 53.212

19. ITEM NO.

20. SCHEDULE OF SUPPLIES/SERVICES

21. QUANTITY

22. UNIT

23. UNIT PRICE

24. AMOUNT

The total amount of award: $757,156.00. The obligation for this award is shown in box 26.

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

INSPECTED

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER

34. VOUCHER NUMBER

35. AMOUNT VERIFIED CORRECT FOR

36. PAYMENT

37. CHECK NUMBER

PARTIAL

E
FINAL 39. S/R VOUCHER NUMBER 40. PAID BY

COMPLETE

PARTIAL

FINAL

38. S/R ACCOUNT NUMBER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location) 42c. DATE RECD (YY/MM/DD)

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 3/2005) BACK

Page 3 of 8 BPA CALL NUMBER: FHF-12-A-0011-0001 Therefore, in accordance with the mutual assent and other consideration, Contractor must perform the services or supply the goods pursuant to the terms and conditions stated below. 1. Blanket Purchase Agreement Number and Title of Agreement: FHF-12-A-0011, FHFA Receivership Support Services 2. Statement of Work.

2.1. Objective
The FHFA requires the advisory, analytical, and drafting services of the Contractor to recommend guidelines, procedures and other protocols the FHFA should have in place prior to placing any regulated entity into receivership. The FHFA requires the Contractor to develop a framework for the FHFA to use in building the capacity to prepare to place any of the regulated entities into receivership and advise on receivership planning

2.2. Scope of Work


The Contractor will provide analytical, advisory, consulting and drafting services to assess FHFA's infrastructure, systems and capabilities relative to its capacity to place any of the regulated entities into receivership. The assessment will include a gap analysis of deficiencies in FHFA's current functions and capacities. The Contractor will advise on options and recommend a general framework for the FHFA's use and development of policies, procedures, protocols and other matters necessary to prepare, plan for and exercise its receivership functions and authorities with respect to any regulated entity. The Contractor will also advise the FHFA on general receivership preparation and the range of issues involved in receivership planning including, but not limited to, the following:

New and existing regulations and reporting requirements Oversight and examinations Information technology Data collection, storage, maintenance and preservation Accounting Mortgage portfolio analysis and management Asset allocation Human resources and staffing Market and institutional risk analysis Institutional structure and organization Valuation services Loss mitigation Asset management Asset servicing Claims management Risk management Contract analysis and repudiation

Page 4 of 8

Asset servicing Performance monitoring and servicing Security and privacy Public relations

The FHFA' s receivership planning and procedures must be made in the context of all relevant statutes including the Federal Home Loan Bank Act (12 USC 1421, et seq.), the Fannie Mae Charter Act (12 USC 1716, et seq.), the Freddie Mac Corporation Act (12 USC 1451, et seq.), and the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 as amended by HERA (12 USC 4501, et seq.) Additional information on the Fannie Mae, Freddie Mac and the Federal Home Loan Banks can be found on their 10K and 10Q filings with the SEC. The FHFA Conservatorship and Receivership Rule (12 CFR 1237) also is a relevant to this BPA call (task order).

2.3. Tasks Required


Advisory services and other assistance will be required to support FHFA in its role as regulator and conservator in planning for placing any of the regulated entities into receivership. FHFA expects this BPA call (task order) to result in development of a general framework of the structure, functions, procedures and capabilities the FHFA must have in place to plan for and use in the final resolution of any regulated entity. This BPA call (task order) will include an analysis of FHFA's current operational, functional and technological capacity, identifying deficiencies and recommending improvements necessary to plan for exercising receivership authority. Advisory services are required to recommend the actions and steps the FHFA must take to be operationally prepared to put in place and use the recommended framework. Advisory and consulting services the Contractor will be required to provide may include, but are not limited to, the following: 1. Perform an analysis of FHFA infrastructure and identify internal resources to be used in developing a framework for receivership planning and identify gaps any in resources, infrastructure and other capacities that must be addressed 2. Identify the functions and capacities of that are of highest importance to developing the receivership framework and recommend prioritization of recommended actions 3. Produce a plan for developing the manuals, checklists, job aids, flow charts and timetables related to developing FHFA's receivership preparedness framework 4. Recommend procedures for the effective recordkeeping, data collection, and hosting and sharing of information among internal FHFA divisions and with other regulators as necessary, and advise on how those procedures should be developed 5. Recommend a receivership internal control structure 6. Analyze and recommend actions for establishing an environment and process for using, improving, increasing and/or standardizing reporting requirements to facilitate receivership planning 7. Advise on how the FHFA can use its regulatory authority to prepare for receiverships, through use of recording requirements and procedures with regard to regulated entities, and recommend additional requirements and procedures if necessary

Page 5 of 8 8. Advise and make recommendations on additional protocols and procedures that need to be in place in anticipation of placing a regulated entity in receivership The Contractor is obligated to ensure that all work undertaken is in compliance with all applicable legislation and all personnel are adequately trained to fulfill their responsibilities under the contract and shall operate at all times in compliance with the law. The FHFA does not envision the Contractor will be required to travel to the GSEs or the Federal Home Loan Banks to accomplish the above tasks.

2.4. Reporting and Communications


The Contractor is obligated to keep the FHFA informed of progress, status and completion over the course of the work. The Contractor shall prepare written Status Reports on a bi-weekly basis, and participate in a bi-weekly meeting or conference call to discuss the project's status and progress. Reporting and communications will be rendered in numerous locations as deemed appropriate, including without limitation, FHFA offices or facilities, the Contractor's offices or facilities, and other locations as necessary. Strategy sessions and meetings are to be convened on an as-needed basis in locations where appropriate.

2.5 Labor Categories


All services performed must meet the minimum qualifications of education and experience as defined under the Contractor's GSA contract, referenced in the BPA.

3. Period of Performance. The Contractor shall complete the deliverables required in this BPA call (task order) within four (4) months of the effective date of the BPA call (task order).
If background checks are required, the Contractor is authorized an additional 14 days to complete the deliverables because of delays in the background investigation process.

4. Place of Delivery or Performance. Advisory, consulting and other services will be rendered in numerous locations as deemed appropriate, including without limitation, FHFA offices or facilities, the Contractor's offices or facilities, and other locations as necessary. Strategy sessions and meetings are to be convened on an as-needed basis in locations where appropriate. 5. Deliverables. The Contractor is required to provide the following deliverables under this BPA call (task order). A Report assessing the existing FHFA infrastructure and operational capacity to exercise its authority to place any of the regulated entities into receivership. The Report should contain a gap analysis identifying deficiencies and recommend improvements needed.
A Report recommending a framework the FHFA should adopt to position itself to adequately plan for the receivership of any of the regulated entities so that the FHFA is

Page 6 of 8 operationally capable and prepared to place any regulated entity into receivership. Recommendations must be consistent with the Safety & Soundness Act and FHFA's conservatorship and receivership regulation and identify discrete stages of planning, implementation, administration and resolution. An assessment of criticality associated with the recommendations with a guide identifying the highest and lowest priority requirements. Alternative recommendations will be provided for any requirement for which FHFA requests an alternative. A Report recommending action steps and work programs the FHFA must implement to be operationally prepared to successfully establish the recommended framework, and recommend the sequencing of these activities, the level of effort required, and associated roles and responsibilities related to carrying out these steps and programs. The FHFA may use the deliverables provided under this BPA call (task order) to consider potential future requirements such as the requirement to develop detailed procedures manuals and implementation plans. For any written deliverables, FHFA will provide notification of acceptance or rejection within ten business days from receipt. If rejected, FHFA will provide details regarding the basis of rejection. In no way does FHFA waive its rights under FAR 52.246- InspectionTime-andMaterial and Labor-Hour or similar clause as stated within the Agreement holder's GSA contract. The timing required for services and deliverables will be provided to the Contractor by the FHFA in accordance with project needs. For all Contractor personnel working at FHFA's facilities or otherwise defined in the BPA call (task order), the Contractor agrees to the following deliverables within twenty-four hours of BPA call (task order) execution: The Contractor will submit any required background forms and coordinate a time to be fingerprinted with the designated FHFA security person as facilitated by the Contracting Officer's Representative (COR). The Contractor and COR will schedule a time for Contractor employees to be fingerprinted at FHFA's facilities if required. The Contractor will submit a signed Non-Disclosure Agreement to the Contracting Officer. 6. Compensation. Compensation shall be paid on a time-and-material basis at the below rates or as specified in the BPA or GSA schedule, whichever is lower.

(b)(4)

GSA Contract Labor Cateaory

Brief Generic Description (Partner, Senior Consultant. etc.)

Billing Rate

Page 7 of 8

If travel costs are permitted under this BPA call (task order), it will be per the terms of the BPA. Also, any travel costs must be authorized in advance and in writing (email is acceptable) by the COR. Any advance authorized travel costs will have a Not to Exceed Value stated in the advance authorization. The Contractor is not authorized to begin performance and charge for any applicable services requiring a background check until successful adjudication of the background checks. Any additional work beyond the compensation ceiling must not be performed without the written approval of the Contracting Officer. The Contractor is required to notify the Contracting Officer and COR when seventy-five percent (75%) of the BPA call (task order)'s ceiling has been expended with a projected date when the BPA call (task order) ceiling will be reached. The total BPA call (task order) compensation ceiling is $757,156.00. 7. Invoicing. Contractor must invoice the FHFA no more frequently than monthly as stated in the BPA. 8. FHFA Representatives. The BPA call (task order) COR is Ms. Karen Heidel who can be reached at phone number (b)(6) or email at 1(b)(6)

(b)(6)

The Contracting Officer for this BPA call (task order) is identified as the signator on this BPA and has the same authority as identified in the overall Agreement. 9. Incorporation of Terms and Conditions. All terms and conditions of the referenced Agreement are hereby incorporated by reference as if specifically set forth herein, unless otherwise modified herein. In case of a conflict, the BPA takes precedence, followed by the BPA call (task order), the GSA Multiple Award Schedule and then the Contractor's offer or quote if incorporated into the BPA call (task order).

Page 8 of 8 10. Key Personnel. The following individuals, if applicable, are named as Key Personnel on this BPA call (task order). All key personnel may be subject to a background investigation. All contractor employees working on the call are required to sign a Non-Disclosure Agreement.

Name
(b)(4)

GSA Labor Category

11. Remove Access to Network and Systems The Contractor employee will surrender all badges, Government property, and network access provided by FHFA to the COR at BPA call (task order) completion. 12. Security Requirements Contractor must adhere to the security requirements contained in the BPA, BPA call (task order), and other security policies provided by the COR.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT


2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE

1. CONTRACT ID CODE

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.

1 1 1 5. PROJECT NO. (If applicable)

6. ISSUED BY

See Block 16C FHF Federal Housing Finance Agency Constitution Center 400 7th Street, SW Washington DC 20024
CODE

0001

7. ADMINISTERED BY (If other than Item 6) CODE

8. NAME AND ADDRESS OF CONTRACTOR (Na, street, county, State and ZIP Code)

00 9A. AMENDMENT OF SOLICITATION NO.

?RICEWATERHOUSECOOPERS LLP - 1 1800 TYSONS BLVD 4CLEAN VA 22102 4261


-

9B. DATED (SEE ITEM II)

10A. MODIFICATION OF CONTRACT/ORDER NO.

FHF-12-A-0011 0001
10B. DATED (SEE ITEM 13)

CODE

017035762

FACILITY CODE

05/17/2012
fl is extended, is not extended.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITA

n The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. 12. ACCOUNTING AND APPROPRIATION DATA (If required)

See Schedule
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. CHECK ONE A THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF.

D. OTHER (Specify type of modification and authority)

C. IMPORTANT: Contractor

E is not, E is required to sign this document and return

copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

1. Because of a systems error the purpose of this modification is to correct the address stated in Box 15 of the SF1449, BPA Call/Order 0001 . 2. Delete the address stated in Box 15 of the SF 1449 in its entirety and replace with the same address as stated in Box 9 of the SF 1449.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OF ER (Type or print)

BERNARD
15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B E* : ATES OF AM 16C. DATE SIGNED /7 )0/
...

NSN 7540-01-152-8070 Previous edition unusable

(Signature of person authorized to sign)

(Signature of C

racting

er)

STANDARD FORM 30 (REV. 10-83) Prescribed by GSA FAR (48 CFR) 53.243

Attachment 1- Statement of Work

STATEMENT OF WORK FOR RECEIVERSHIP SERVICES FOR FHFA


I. Introduction

Division A of the Housing and Economic Recovery Act of 2008 Public Law No. 110-289, 122 Stat. 2654 (2008), titled the Federal Housing Finance Regulatory Reform Act of 2008 (HERA), established the Federal Housing Finance Agency (FHFA) as an independent agency of the United States Government, effective July 30, 2008. FHFA's primary mission is to ensure the capital adequacy and financial safety and soundness of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the 12 Federal Home Loan Banks (Banks) (collectively, the regulated entities), as well as the Office of Finance, a joint office of the Bank System. The Enterprises, combined, own or guarantee more than $5 trillion of residential mortgages in the United States (U.S.), and play a key role in housing finance and the U.S. economy. The Banks, with combined assets of nearly $850 billion, support the housing market by making advances (i.e., loans secured by acceptable collateral) to their member commercial banks, thrifts, and credit unions, assuring a ready flow of mortgage funding. The FHFA acknowledges the unique differences between the Banks and the Enterprises with respect to their mission, ownership and capital structure, and joint and several liability, and recognizes that these differences may require separate treatment in planning for the receivership of these entities and in carrying out a receivership, should the FHFA determine that such action is necessary. FHFA is statutorily empowered to place any regulated entity into conservatorship or receivership in certain circumstances. In September 2008, FHFA was appointed as the conservator of Fannie Mae and Freddie Mac. As Conservator of Fannie Mae and Freddie Mac, FHFA stands in the place of each company's shareholders, boards, and management and is required to take such actions as necessary to put the regulated entities in a sound and solvent condition and as are appropriate to carry on the business of the regulated entity and conserve and preserve their assets and property. (See 12 U.S.C.A. 4513.) In conservatorship, the companies continue to have public missions to support the secondary mortgage market. The Enterprises continue to operate under conservatorship and the U.S. Department of the Treasury provides the Enterprises with financial support through the Senior Preferred Stock Purchase Agreements ("Treasury Agreements") which make capital available to the Enterprises through the Conservator. FHFA has an independent statutory obligation to be able to place any regulated entity into receivership if necessary. Accordingly, the FHFA believes it needs to have general procedures in place providing a road map for entering receivership before it is called upon to exercise its authority to place a regulated entity into receivership. FHFA also needs to be prepared to implement and administer the receivership of any regulated entity once a determination is made that the receivership is necessary.

Page 1 of 5

Attachment 1- Statement of Work

Background information on FHFA may be found on FHFA's website: www.fhfa.gov . The website includes information on the authorizing statutes, agency activities and programs, procedures, regulations, supervisory guidances, and background information. Additional information about Fannie Mae and Freddie Mac, is also available in the Enterprises' 10K and 100 filings with the Securities and Exchange Commission. Interested parties are encouraged to review this information. II. Objective The FHFA requires the services of a Contractor to provide advisory services regarding the preparation that shall be required prior to placing a regulated entity into receivership, to recommend requisite procedures for planning the receivership of the regulated entities and assist in their implementation, and provide advice and assistance in placing a regulated entity into receivership and its operation and administration, should FHFA decide that it is necessary to place any of the regulated entities into receivership. III. Scope of Work The Contractor shall provide analytical, advisory, consulting, drafting, and other related services to the FHFA for the purpose of providing general advice on receivership preparation, assisting the FHFA in developing pre-and post-receivership procedures, implementing those procedures, advising and assisting the FHFA in the operation and administration of a receivership and making recommendations on the range of issues related to the resolution of the of an entity placed in receivership. These services may include but are not limited to a comprehensive assessment and detailed analysis of the needs of FHFA and the regulated entities for the purpose of making recommendations in the following areas: Information technology Data collection, storage, maintenance, and preservation Institutional structure and organization New and Existing regulations and reporting requirements Capital markets Capital classification Investigation and litigation support Oversight and examinations Accounting Forensic accounting Mortgage portfolio analysis and management Liquidity analysis Portfolio liquidation Contract analysis and repudiation Loss mitigation Risk management

Page 2 of 5

Attachment 1- Statement of Work

Tax services Claims management Valuation services Market and institutional risk analysis Asset servicing (including REO) Asset management (including REO) Asset transfer and sales (including REO) Asset Allocation Asset marketing Due diligence Receivership performance monitoring and reporting Security and privacy Facilities management Human resources and staffing Program management support Limited Life Regulated Entity formation and management Trust agreements Entity resolution Securities management Investment banking services Public relations

IV. Services

Advisory services and other assistance shall be required to support FHFA in its role as regulator and conservator in planning for placing any of the regulated entities into receivership, should this step become necessary. Types of tasks the Contractor may be required to in planning for a receivership may include but are not limited to the following: 1. Provide assistance and coordinate with FHFA in developing receivership guidelines, procedures, infrastructure and strategy. 2. Advise the FHFA of actions and protocols to be adopted prior to placing a regulated entity in receivership and assist with their implementation. 3. Perform an assessment of the operational, functional and technological infrastructure of the Enterprises and the Banks and recommend the appropriate infrastructure and protocols, given the distinctions between the entities. 4. Identify and collect data and other information that shall be necessary to FHFA for planning a receivership. This should include but is not limited to information on the Enterprises' assets, liabilities, investments, personnel and operations. 5. Make recommendations regarding effective recordkeeping, data collection, storage and reporting procedures and provide on-going support and technical assistance for the data management systems. 6. Provide analysis of and assist in the establishment of events or other thresholds that would be a trigger for the FHFA to put any of the regulated entities into receivership and identify early warning indicators.

Page 3 of 5

Attachment 1- Statement of Work

Advisory services and assistance shall also be required once any of the entities are placed into receivership for receivership operations and resolution of the entity or entities. The Contractors shall be required to provide advice and other services as needed to support the receivership functions including liquidation of the entities, organization of successor entities, transfer and sale of assets and liabilities, payment of the Enterprise's liabilities, claims management, contract analysis and repudiation, litigation management and support and addressing unplanned contingencies as they arise. Types of tasks the Contractor may be required to perform during a receivership may include but are not limited to the following: 1. Assist in identifying in and retaining staff essential to entity function and recommend protocols for other human relations matters. 2. Provide market and risk analysis and recommend execution strategies to minimize the effect of the receivership on market. 3. Provide advice and assistance regarding REO disposition and mortgage portfolio management. 4. Provide information technology advice and assistance in switching from the entity's technology platform to the receivership platform, and data transfer and management. 5. Provide accounting assistance in preparing pro forma financial statements and advise on other accounting issues. 6. "Step-into" an in institution to guide it through the closing process and guide the institution through the re-opening process under a receivership. 7. Provide advice and assistance in "winding-down" an entity to final resolution. As a Blanket Purchase Agreement (BPA), specific tasks shall be defined on a per BPA call (task order) basis. The Contractor and personnel assigned to this project shall have knowledge of the mortgage and banking industries, knowledge of FDIC's structure or similar institution that implements receivership procedures, familiarity with Fannie Mae, Freddie Mac and the Federal Home Loan Banks and knowledge of their structure; capital, governance and business models; asset classes; and roles in financial markets. The Contractor must possess the expert knowledge of and demonstrated success in the respective receivership functions with regulated financial institutions through all the phases of the receivership process. The Contractor must also possess direct, operational experience in managing receiverships of large-scale financial institutions; supporting mortgage portfolio analysis and management; helping financial regulatory institutions address statutory requirements; developing and standing up ongoing operational and flexible response capabilities.
V. Delivery of Services and Place of Performance

Services shall be rendered in numerous locations including meetings and strategy sessions to be convened when required by FHFA. FHFA shall define delivery schedules in specific BPA calls or task orders.

Page 4 of 5

Attachment 1- Statement of Work

The Contractor shall provide a wide range of deliverables as required by the FHFA Contracting Officer Representative (COR) or Contracting Officer and as designated in any BPA calls or task orders. These deliverables may be written or oral. Deliverables may include but are not limited to: 1. 2. 3. 4. 5. 6. 7. Complex analyses and white papers Recommendations, Status Reports and Performance Reports Analysis Reports and Memoranda Internal Reviews and Program Assessments Scheduled and ad hoc briefings Scheduled and ad hoc conference calls Detailed work programs and action steps required to successfully complete tasks

Specific deliverables shall be defined in each BPA call or task order as required for that specific project. FHFA shall have unlimited rights to all deliverables as defined in FAR 52.227-14. The Contractor shall not mark any portion of a deliverable as having "limited rights," "limited rights data," or "restricted rights" as defined in FAR 52.227-14 without the written approval of the COR or Contracting Officer, prior to Contractor performance. Performance shall take place in numerous places including D.C., Virginia, and other locations as may be required, as well as at the Agency's facilities, Contractor's facilities, the regulated entities facilities or other locations as may be requested by the FHFA. The Contractor shall be available on demand on an as needed basis to provide immediate advice to FHFA senior management on matters related in the above defined scope. The Contractor is expected to be responsive under very short time frames (24 hrs. or less). The Contractor may be required to travel to perform work on a short notice to FHFA headquarters or any FHFA, Enterprise or the Bank offices nationwide to perform work. Any travel costs must be authorized in advance and in writing (email is acceptable) by the COR with a specific dollar threshold and shall be reimbursed per the terms of GSA's Federal Travel regulations.
VI. Reporting and Communications The Contractor is obligated to keep the FHFA informed of progress, status and completion over the course of the work. Status Reports may be oral or written and the FHFA will establish reporting requirements as appropriate for this task order and communicate them to the Project Management Partner. Reporting and communications shall be rendered in numerous locations as deemed appropriate, including without limitation, FHFA offices or facilities, the Contractor's offices or facilities, and other locations as necessary. Strategy sessions and meetings are to be convened on an as needed basis in locations where appropriate.

Page 5 of 5

Attachment 2: Blanket Purchase Agreement (BPA) Call Template Each awarded BPA call will include a BPA call cover page such as an SF 1449.
BPA CALL NUMBER: FHF-12-A-00XX-00XX Therefore, in accordance with the mutual assent and other consideration, Contractor must perform the services or supply the goods pursuant to the terms and conditions stated below. 1. Blanket Purchase Agreement Number and Title of Agreement: FHF-12-A-00XX, FHFA Receivership Support Services 2. Statement of Work.

FHFA will insert the statement of work for specific BPA calls.
3. Period of Performance.

FHFA will specifically define the period of performance either in specific calendar days, number of days from BPA call award, or number of days following clearance of background checks.
4. Place of Delivery or Performance. The location of the work will be performed at the FHFA will include a specific address. 5. Deliverables.

Either as part of the BPA call quotation or as defined by FHFA, specific deliverables and deliverable due dates will be defined.
For all Contractor personnel working at FHFA's facilities or otherwise defined in the BPA call, the Contractor agrees to the following deliverables within twenty-four hours of BPA call execution: The Contractor will submit any required background forms and coordinate a time to be fingerprinted with the designated FHFA security person as facilitated by the Contracting Officer's Representative (COR). The Contractor and COR will schedule a time for Contractor employees to be fingerprinted at FHFA's facilities if required. The Contractor will submit a signed Non-Disclosure Agreement to the Contracting Officer. 6. Compensation. Compensation shall be paid on a time-and-material basis at the below rates or as specified in the BPA or GSA schedule. If travel costs are permitted under this BPA call it will be per the terms of the BPA. Also, any travel costs must be authorized in advance and in writing (email is acceptable) by the COR. Any advance authorized travel costs will have a Not to Exceed Value stated in the advance authorization.

The Contractor will not be compensated for any work until successful adjudication of all background checks. Any additional work beyond the compensation ceiling must not be performed without the written approval of the Contracting Officer. The Contractor is required to notify the Contracting Officer and COR when seventy-five percent (75%) of the BPA call's ceiling has been expended with a projected date when the BPA call ceiling will be reached. The total BPA call compensation ceiling is $

'Oa To Be Inserted by the Contracting Officer.

7. Invoicing. Contractor must invoice the FHFA no more frequently than monthly as stated in the BPA. 8. FHFA Representatives. The BPA call COR is insert name, phone number and email at BPA call award. The Contracting Officer for this BPA call is identified as the signator on this BPA and has the same authority as identified in the overall Agreement. Incorporation of Terms and Conditions. 9. All terms and conditions of the referenced Agreement are hereby incorporated by reference as if specifically set forth herein, unless otherwise modified herein. In case of a conflict, the BPA takes precedence, followed by the BPA call, the GSA Multiple Award Schedule and then the Contractor's offer or quote if incorporated into the BPA call. 10. Key Personnel. The following individuals, if applicable, are named as Key Personnel on this BPA call. All key personnel will be subject to a background investigation and signing a Non-Disclosure Agreement.

Insert Names of Contractor Key Personnel if Applicable.


11. Remove Access to Network and Systems The Contractor employee will surrender all badges, Government property, and network access provided by FHFA to the COR at BPA call completion. 12. Security Requirements Contractor must adhere to the security requirements contained in the BPA, BPA call, and other security policies provided by the COR.

Receivership BPA Attachment 3 Price List PricewaterhouseCoopers Billing RatE (b)(4)

BPA Labor Category


(13)(4)

Minimum Qualifications for Evaluation Purposes Only

Vendors Labor Category Mapped from GSA Schedule

Year 1

Year 2

Year 3

Year 4

Year 5

Page 1 of 1
Not For Public Disclosure See FAR 2.101 and FAR 3.104

NONDISCLOSURE AGREEMENT (JUL 2011) I, , during the performance of my work under Contract No. FHF-12-A-0011 for the Federal Housing Finance Agency (FHFA) and after completing such performance, shall not disclose without the prior written approval of the Director of FHFA any nonpublic information obtained by, produced by, or disclosed to me in connection with my performance of work for FHFA to anyone other than persons within FHFA, who already have access to such nonpublic information, or persons in my organization who are properly entitled to such information for the performance of their official duties. Nonpublic information means information which has not become part of the body of public information, including, but not be limited to, information of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal Home Loan Banks (collectively, regulated entities), the Office of Finance of the Federal Home Loan Bank System (Office of Finance), or FHFA. This includes nonpublic information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols. For purposes of this Nondisclosure Agreement (Agreement), examples of nonpublic information include, but are not limited to, corporate financial data provided to FHFA that has not been made public; FHFA planned or contemplated courses of action regarding FHFA examinations, investigations, and enforcement actions; and personally identifiable information, including information covered by the Privacy Act, 5 U.S.C. 552a. I shall take all reasonable measures to avoid unintentional or inadvertent disclosure by me of such nonpublic information, and shall return to FHFA any such information, or copies thereof, not later than the date I have completed performance of my work. Should a question arise as to whether particular information is nonpublic, I will immediately contact the FHFA Contracting Officer's Technical Representative (COTR) and seek a determination as to the information's status. In the absence of a COTR, I will immediately contact the FHFA Contracting Officer. If the FHFA COTR or Contracting Officer determines that the information is nonpublic, I will treat it in accordance with this Agreement. I have read FHFA Policy No. 301, Use and Protection of Personally Identifiable Information Policy (attached), which is incorporated by reference into the Contract, and shall abide by the policy described therein and follow the guidelines given for using and protecting personally identifiable information. FHFA Policy No. 301 is also available on the FHFA website: http://www.fhfa.qov/webfiles/21225/PII%20Police020/020Signed.pdf.. I have also read FHFA Policy No. 601, Breach Notification Policy and Plan (attached), which is incorporated by reference into the Contract, and shall abide by the policy described therein and follow the guidelines for reporting of a suspected or confirmed breach of personally identifiable information. FHFA Policy No. 601 is also available on the FHFA website: http://www.fhfa.qov/webfiles/21266/FHFA Policy 601 Breach Notification Policy an d PlanIll.pdf.

I will not use or permit use of nonpublic information obtained by me as a result of my performance of work for FHFA for private gain for myself or any other person or entity by direct action on my part or by counsel, recommendation, or suggestions to another person or entity. Unless by judicial order directed otherwise (after providing the Director of FHFA with notice as specified below), I understand that I am prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to me in connection with my performance of work under this Contract, and I am prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, order, or otherwise without prior written notice to the Director of FHFA. I shall promptly notify the Director of FHFA of any request, subpoena, court order, or other legal process requiring my attendance as a witness or the production of documents. I understand that I am subject to criminal penalties under 18 U.S.C. 641 and 1905, and other applicable laws for the misuse or disclosure of nonpublic information. EXECUTED this day of , 20 Signature:

Attachment 5 PriceWaterhouseCoopers (PwC) Professional Standards and Project Responsibilities


(b)(4)

(b)(4)

FHFA Receivership Support Services Kick-off Meeting May 2012

pwc

Agenda
1. Introductions 2. High level Project Plan 3. Basis of Understanding 4. Review of Work streams - Program Development - Internal Controls - Data Management - Receivership Readiness 5. Confirmation of Deliverables 6. Quality Control and Contract Administration

For internal use only

pric

Key Personnel

(b)(4)

1
For internal use only

pric

Basis of Understanding
(b)(4)

For internal use only

pric

High Level Project Plan


(b)(4),(b)(5)

For internal use only

pric

(b)(4),(b)(5)

Confirmation of Deliverables

For internal use only

pwc

Program Development
Internal Resource Identification
(b)(4),(b)(5)

Framework Prioritization
(b)(4),(b)(5)

For internal use only

Internal Resource Identification


(b)(4),(b)(5)

For internal use only

pwc

(b)(4),(b)(5)

For internal use only

pwc

Framework Prioritization
(b)(4),(b)(5)

For internal use only

10

pric

Internal Controls
(b)(4),(b)(5)

For internal use only

11

Data Management
(b)(4),(b)(5)

Data Structure

(b)(4),(b)(5)

Renortina Environment

For internal use only

12

pwc

(b)(4),(b)(5)

For internal use only

13

(b)(4),(b)(5)

For internal use only

14

pri c

(b)(4).(b)(5)

For internal use only

15

Quality Control and Contract Administration

(b)(4),(b)(6)

will have the overall responsibility of quality and client satisfaction.


(b)(4),(b)(6)

will be responsible for the day-to-day management, delivery and escalation of any issues that need to be resolved.
(b)(4)

Dedicated FHFA program management office (PMO) to provide a structured engagement management capability approach including invoicing, expense reporting. Status reports will be provided on a weekly basis to the COR, CO and client leads. Status calls will be held if desired by FHFA.

For internal use only

16

pric

FHFA Meeting Questions June 6 and 7, 2012


(b)(5)

(b)(5)

011(51

I tic- r) ..-..t ri (j). ..1,- . -Lul 1__

Tkottl ZMAIZAMEAT
tioktSTeEJIA

(b)(4),(b)(5)

Internal Controls Workstream Meeting Monday, June 25, 2012 2pm - 3pm
Agenda

Confirm workstream areas for consideration and discussion


(b)(5)

Program Development Workstream Meeting Monday, June 25, 2012 3pm 4pm Agenda
Confirm workstream areas for consideration and discussion
(b)(5)

Data Management Workstream Meeting Monday, June 25, 2012 4pm - 5pm
Agenda

Confirm workstream areas for consideration and discussion


(b)(5)

(b)(5)

Minutes:
Meeting purpose
(b)(5)

Date, time, and Date: June 06, 2012 place Time: 1:30 2:30PM

Place: FHFA Constitution Center FHFA Prasant Sar, Jim Gray, Manoj Singh, Meg Burns, Jamie Newell, Joseph Prendergast, Ken Lam, Matthew Gianmarinaro, Nick Satriano, James Griffin, David Pearl Fannie Mae Mark Winer, Shayan Salahuddin, Robert Ives, Mike Hernandez, Marci Jacques, Jim Holmberg, Kevin Strumwasser PwC Phillip Thigpen, Alejandra Vela Mann

Attendees

Treasury Nicholas Franchot, Jeff Foster FDIC George Alexander

Topics Agenda discussed 1. Introductions

2. 3.
4.

(b)(4),(b)(5) (b)(4),(b)(5)

(b)(4),(b)(5)

5. 6.

(b)(4),(b)(5)

(b)(4),(b)(5)

[1]

(b)(4),(b)(5)

Key points:

[2]

(b)(4),(b)(5)

Key Points (cont'd):

[3]

(b)(4),(b)(5)

Meeting was adjourned.

Minutes:
Continued

(b)(4),(b)(5)

Decisions: Actions:

(b)(5)

Next meeting N/A (s):

[5]

Appendix A

[6]

Appendix B

Appendix C

[8

Minutes: REO Disposition Initiative Follow-Up Meeting to Discuss Deliverables


Meeting purpose
Review statement of work deliverables and new deliverables discussed at the Post Award Conference/Kickoff Meeting

Date, time, and Date: May 30, 2012 place Time: 3:15 5:00PM

Place: FHFA - Constitution Center

Attendees

FHFA Bonnie McCloskey, Prasant Sar PwC John Gibson, Phillip Thigpen, Sherlonda Goode-Jones, Alejandra Vela Mann

Agenda Topics discussed


1. Discussion of SOW Tasks and Deliverables

[1]

(b)(4),(b)(5)

Key points:

Weekly Status Reports


(b)(4),(b)(5)

Annual Project Plan


(b)(4),(b)(5)

[2]

Key Points (cont'd):

(b)(5)

Meetings/Conference Calls
Currently, no changes to deliverables.

Monthly Work Plan


Currently, no changes to deliverables. (b)(5)

Briefing Materials and Reports


Currently, no changes to deliverables.

Baseline Lessons Learned


(b)(5)

Program Plan Document

(b)(5)

Currently, no changes to deliverables, however, we will need to agree on deliverable timeline as a next step

[3]

Minutes: REO Disposition Initiative Follow-Up Meeting to Discuss Deliverables, Continued


(b)(5)

Decisions: Actions:

Next meeting (s):

1:00 PM on Monday, June 4, 2012 (

[4]

(b)(5)

Minutes:
Meeting purpose Date, time, and Date: June 6, 2012 place Time: 3:00 4:00 PM
Place: FHFA - Constitution Center

Attendees

FHFA Meg Burns, Prasant Sar, Sharon Murphy, Brad Martin, Duane Creel, Jon Greenlee Freddie Mac Timothy Kitt, Tracy Mooney, Keith Rogers, Joe Evers, Al Colini, Eric Will PwC Phillip Thigpen, Alejandra Vela Mann

Topics Agenda discussed


1. Introductions
2. (b)(5)

Key points:

(b)(4),(b)(5)

[1]

(b)(4),(b)(5)

Meeting was adjourned.

[2]

Minutes:
Continued

(b)( 5)

Decisions: Actions:

(b)(5)

Next meeting N/A


(s):

[3]

Exhibit A

[4]

Minutes: REO Disposition Initiative Post Award Conference


Meeting purpose
Post Award Conference/Kickoff Meeting

Date, time, and Date: May 29, 2012 place Time: 12:30 2:30PM

Place: FHFA - Constitution Center

Attendees

FHFA Meg Burns, Bonnie McCloskey, Prasant Sar, Sharon Murphy, Wanda Cruz PwC Peter Raymond, John Gibson, Phillip Thigpen, Sherlonda Goode-Jones, Scott Murdock, Alejandra Vela Mann

Topics Agenda discussed


1. Introductions - W. Cruz 2. Project/Program Overview M. Burns 3. Understanding of Scope of Services and Overview of High-level Approach PwC 4. Roles, Limitations and Responsibilities of FHFA Personnel W. Cruz 5. Task Order Administration Information W. Cruz 6. Contracting Office Representative (personnel for background check) B. McCloskey

[1]

Key points:

The overall objective of the meeting was to discuss the scope of services, technical requirements, deliverables, roles and responsibilities, and to
(b)(1,( 1- )( 5

Discussion Topic: Project/Program Overview


(b)(4),(b)(5)

[2]

Key Points (cont'd):

(b)(4),(b)(5)

[3]

Key Points (cont'd):

Discussion Topic: Understanding of Scope of Services and Overview of HighLevel Approach


(b)(4),(b)(5)

Discussion Topic: Next Steps


(b)(4),(b)(5)

[4]

Key Points (cont'd):

(b)(4),(b)(5)

Discussion Topic: Roles and Responsibilities and Task Order Administration


W. Cruz, Contracting Officer (CO) provided an overview of the terms of the Task Order and SOW and a recap of the fees and authorized spending ceiling and travel budget. On invoices, always reference the task order number Any modifications in the scope of work and price require approval by the Contracting Officer (CO). This includes any replacement of Key Personnel, as defined in the SOW (non-Key personnel only need approval from COR, B. McCloskey). All travel must be pre-authorized in writing. Monthly progress reports are required and should serve as a tool to monitor time and resources spent to date. Notification of when the funding ceiling for the base period has reached 85% is required. In regard the systems and information security, additional training for the PwC Team may be required from FHFA All personnel should sign Non-Disclosure Agreements prior to receiving any sensitive information. COR and security office will determine if background investigations are needed for members of the team.

[5]

Minutes: REO Disposition Initiative Post Award Conference,


Continued
(b)(5)

Decisions: Actions:
(b)(5)

Next meeting (s):

3:15 PM on Wednesday May, 30 2012 Follow-Up Meeting to Discuss Statement of Work Deliverables and (b)(5)

[6]

Minutes:

Meeting purpose

(b)(5)

Date, time, and Date: June 18, 2012 place Time: 10:00 11:30 AM

Place: FHFA - Constitution Center

Attendees

FHFA - Meg Burns, Prasant Sar, Bonnie McCloskey, Sharon Murphy PwC - Phillip Thigpen, Alejandra Vela Mann

Agenda Topics discussed


1. See Exhibit A for meeting agenda and discussion topics.

[1]

(b)(4),(b)(5)

Key points:

[2]

(b)(4),(b)(5)

Meeting was adjourned.

Minutes:!
Continued

0 , 1151

Decisions:

(b)(4),(b)(5)

Actions:

Next meeting N/A


(s):

[4]

Exhibit A

[5]

FHFA REO Disposition Alternative Initiative Weekly Project Status Report


Contract No: 65-1OG-0466N Order No: FHF-12-F-0034

May 29, 2012 June 1, 2012


Activities/ Tasks Completed This Period: ( denotes milestone/ deliverable)
Team Member

Overall Project Status Summary

(b)(5)

REO Initiative Program Activities/ Tasks

1. Drafted and submitted Kickoff Meeting/Post-Award Conference Agenda (May 25) 2. Participated in Kick-Off Meeting/Post Award Conference (May 29) 3. Participated in Statement of Work Review Meeting (May 30) 4. Developed Kickoff Meeting/Post-Award Conference Meeting Minutes (May 31) 5. Developed Statement of Work Review Meeting Minutes (May 31)

PT, SGJ PwC Team PwC Team AVM, PT, SGJ AVM, PT, SGJ

Activities/Tasks Planned for Next Reporting Period: ( denotes milestone/ deliverable)


Due Date Team Member

REO Initiative Program :

(b)(5)

Project Management:
Transaction Activities/ Tasks

1. Complete background investigation of team members 2. Provide names of PwC team members for "Data Room" access No activities/tasks assigned and/ or completed for this period
Project Issues/ Risks & Resolutions

Ongoing AVM, SGJ, PT 12-Jun PT

(b)(5)

Assistance/Information Needed from FHFA Stakeholders

(b)(4)
Project Managem ent Activities/ Tasks

1. PwC Team signed and delivered Non-Disclosure Agreements 2. PwC Team started background investigation procedures

PwC Team PwC Team

PwC Team Members: Peter Raymond (PR), John Gibson (JG), Phillip Thigpen (PT), Sherlonda Goode-Jones (SGJ), Alejandra Vela Mann (AVM), Scott Murdock (SM), Wenhui Shen (WS), Thomas Karwacki (TK).

Contract No: 65-ioG-0466N Order No: FHF-12-F-o034

FHFA REO Disposition Alternative Initiative Weekly Project Status Report

June 11 9 2012 June 15,


1.
2.

2012
Overall Project Status Summary
I (b)(5)

Activities Tasks Corns leted This Period: ( denotes milestone Team Member
(b)(5)

Activities/Tasks Planned for Next Reporting Period: ( denotes milestone/


Due Date Team Member

REO Initiative Program Activities/ Tasks

REO Initiative Program :


1. (b)( 5 )

3.
2.

4. 5. 3.
Transactions:

No activities/tasks planned for this week Project Management:


1 (b)(4),(b)( 5 )

Transaction Activities/ Tasks

No activities/tasks completed this week.

3 .4
Project Issues/ Risks & Resolutions
(b)(5)

Assistance/Information Needed from FHFA Stakeholders Project FHFA. Management 2. Provided names of PwC Team members for "Data Room" PwC Team Activities/ access to P.Sar Tasks

1.Collected team member resumes and prepared for PT

1. (b)(5)
2.

3. Continued to process team members for background PwC Team clearance

PwC Team Members: Peter Raymond (PR), John Gibson (JG), Phillip Thigpen (PT), Sherlonda Goode-Jones (SGJ), Alejandra Vela Mann (AVM), Scott Murdock (SM), Wenhui Shen (WS), Thomas Karwacki (TK).

FHFA REO Disposition Alternative Initiative Weekly Project Status Report


Contract No: 65-1OG-0466N Order No: FHF-12-F-0034

June 18, 2012- June 22, 2012


Activities/ Tasks Completed This Period: ( denotes milestone/ Team Member
(b)(5)

Overall Project Status Summary

(b)(5)

Activities/Tasks Planned for Next Reporting Period: ( denotes milestone/


Due Date Team Member

', (,ic,-; 4

REO Initiative Program Activities/ Tasks

REO Initiative Program :

1. (b)(5)

2.

Transactions:

No activities/tasks planned for this week


Transaction
Activities/ Tasks

Project Management:

No activities/tasks completed this week.

1.

2. 3. 1. Conducted internal project kickoff meeting with PwC Team & PwC Team Contractors 2. Continued to process team members for PT background clearance 3 ' Submitted additional team resumes for approval PT

Project Issues/ Risks & Resolutions

Project Management Activities/ Tasks

b)(5)
Assistance/Information Needed from FHFA Stakeholders

1. (b)(5) 2. 3. 4.

PwC Team Members: Peter Raymond (PR), John Gibson (JG), Phillip Thigpen (PT), Sherlonda Goode-Jones (SGJ), Alejandra Vela Mann (AVM), Scott Murdock (SM), Wenhui Shen (WS), Thomas Karwacki (TK).

FHFA REO Disposition Alternative Initiative Weekly Project Status Report


Contract No: 65-1OG-0466N Order No: FHF-12-F-0034

June 25, 2012 - June 29, 2012


Activities/ Tasks Completed This Period: ( denotes milestone/ deliverable)
(b)( 5)
Team Member

I Overall Project Status Summary


(b)( 5)

Activities/Tasks Planned for Next Reporting Period: ( denotes milestone/ deliverable)


Due Date Team Member

REO Initiative Program Activities/ Tasks

2 3
(b)( 5)

Transactions: No activities/tasks planned for this week


Transaction Activities/ Tasks

No activities/tasks completed this week.

Project Management: No activities/tasks planned for this week

Project Issues/ Risks &Resolutions Project Management Activities/ Tasks

1. Continued to process team members for background clearance 2. Submitted additional team resumes for approval of key personnel
(b)(6)

PT PT PT

(b)(5)

Assistance/Information Needed from FHFA Stakeholders


(b)(5)

PwC Team: Alejandra Vela Mann (AVM), Phillig Thigpen (PT)

FHFA REO Disposition Alternative Initiative Weekly Project Status Report


Contract No 65-1OG-0466N Order No FHF-12-F-0034

June 4, 2012 - June 8, 2012


Activities/ Tasks Completed This Period: ( denotes milestone/ deliverable)
Team Member

Overall Project Status Summary

(b)(5)

1. (b)(5)
REO Initiative Program Activities/ Tasks

Activities/Tasks Planned for Next Reporting Period: ( denotes milestone/ deliverable)


Due Date Team Member

2. 3. 4.

REO Initiative Program : 1. (b)(5)

2. 3.
Transactions:

No activities/tasks planned for this week

1.
Transaction Activities/ Tasks

(b)(5)

Pro ect Mana ement: 1. (b)(5)

2. 4.
Project Issues/ Risks & Resolutions

No issues/risks identified at this time


Assistance/Information Needed from FHFA Stakeholders

No assistance/information needed this period


Project Managem ent Activities/ Tasks

1. Collected team member resumes and prepared for submission to FHFA. 2. Continue to process team members for background clearance

PwC Team PwC Team

PwC Team Members: Peter Raymond (PR), John Gibson (JG), Phillip Thigpen (PT), Sherlonda Goode-Jones (SGJ), Alejandra Vela Mann (AVM), Scott Murdock (SM), Wenhui Shen (WS), Thomas Karwacki (TK).