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NATIONAL O.R.E. MANAGEMtNT & MARKTING SERVICES

RECEIVERSHIP BASIC ORDERING AGREEMENT (RBOA)
TABLE OF CONTENTS

ARTICLE i. APPOINTMENT AND DUTIES OF CONTRACTOR; TASK ORDERS

1.1 Independent Contractor

1.2 Duties

1.3 Task Order

1.4 Standard of Performance

1.5 Calendar Days

1.6 Monthly Report

ARTICLE II. PERIOD OF PERFORMANCE

2. I Initial Period of Performance

2.2 Option Period

2.3 Notice of Exercise of Option

ARTICLE III. SECURITY AND CONFIDENTIALITY REQUIREMENTS

3. I Background Investigations

3.2 Risk Level Designation

3.3 Confidentiality ofInformation, Data, and Systems

3.4 Security Requirements for Information Technology.

3.5 IT Security Plan

3.6 Training Requirements

3.7 Security Awareness Website Training

3.8 General Requirements

3.9 FDIC Access

3.10 Subcontractor Requirements

ARTICLE IV. PERSONNEL AND SUBCONTRACTING

4.1 Key Personnel

4.2 FDIC PersonneL.

4.3 Contractor Personnel

4.4 Personnel Qualifications.

4.5 Subcontractors

4.5.1 Authorization; Selection of Subcontractors.

4.5.2 Contracts with Subcontractors

4.6 Subcontracting Plan Compliance

ARTICLE V. COMPENSATION AND BILLING

5.1 (a) Fixed Price

5 .1 (b) Labor Rates

5.1.1 Compensation Ceiling

5.1.2 Other Reimbursable Expenses

5.1.3 Travel Expenses

5.1.4 Fees and Expenses of Subcontractors

5.2 Billing Instructions

5.2.1 General Provisions

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5.2.2 Contractor's Remittance Address

5.2.3 Schedule for Invoicing

5.2.5 Certification of Contractor

5.2.6 FDIC Review

5.3 Method of Payment-EFT

ARTICLE VI. INSPECTION AND ACCEPTANCE

6.1 Inspection and Acceptance of Work Product

6.2 Risk of Loss or Damage

ARTICLE VII. RIGHTS IN SOFTWARE AND SYSTEMS

7.1 Proprietary Interest and License in Software and Systems

ARTICLE VIII. REPRESENTATIONS

8. I Representations of Contractor

ARTICLE IX. RESERVED

ARTICLE X. INSURANCE COVERAGE

10. I Liability Insurance

10.2 Fidelity Bond Coverage

10.3 Errors and Omissions Insurance

10.4 Certificates of Insurance

10.5 Notice to the FDIC

10.6 Cost of Insurance

ARTICLE XI. INDEMNITY

I 1.1 Contractor Indemnity

ARTICLE XII . CONFLICT OF INTEREST

12. i Notice to the FDIC

ARTICLE XII LEGAL REPRESENTATION

13.1 Relationship of Contractor and FDIC Legal Division

13.2 Contact Points

13.3 Contractor's Authority

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II
BASIC ORDERING AGREEMENT NUMBER

Agreement executed on November 13t\ 2008 ("Execution Date") and effective as

of November 14th, 2008 ("Effective Date") between the FEDERAL DEPOSIT INSURANCE

CORPORA TION, acting as receiver for various institutions and acting in its corporate capacity

("FDIC"), and C.B. RICHARD ELLIS, INCORPORATED, a corporation organized and existing

under the laws of Delaware with its principal place of business at 750 - 9th Street, N.W., Suite

900, Washington, DC 20001 ("Contractor").

WITNESSETH:

The FDIC, as receiver for various institutions (the "Institutions") and in its

corporate capacity, desires to retain Contractor, and Contractor desires to perform the services or

provide the goods described in this Basic Ordering Agreement ("Agreement") and in any Task

Order ("Task Order") issued hereunder, upon the terms and conditions set forth below.

Now, therefore, in consideration of the mutual covenants and agreements set forth

below, and other good and valuable consideration, the receipt and suffciency of which are

hereby acknowledged by the parties, the FDIC and Contractor agree as follows:

ARTICLE i. APPOINTMENT AND DUTIES OF CONTRACTOR; TASK ORDERS

1.1 Independent Contractor

The FDIC and Contractor agree to be bound by the terms and conditions of this

Agreement when a Task Order is executed for a specific task. The FDIC hereby retains

Contractor as an independent contractor for the sole purpose of performing the services or

providing the goods described herein and in the Task Orders awarded to Contractor.

1.2 Duties

Contractor hereby agrees to perform such services (the "Services") or provide such goods

(the "Goods") on the terms and conditions set forth below, in the particular Task Order, in the

Statement of Work (Attachment (1) to this Agreement), and in Contractor's Proposal or Amended

Proposal, if any (Attachment (2) to this Agreement), all of which are incorporated herein by

reference. Attachment (3), entitled FDIC General Provisions, is also hereby incorporated into

and made a part of this Agreement.

Contractor is required to notify the FDIC Contracting Offcer and Oversight Manager in writing

of any change in Contractor's physical location for the Place of Performance of this Contract.

This includes without limitation any facilities relocation and/or re-construction activity or any

other planned event that may impact the continued operation of BOA i FDIC-owned network equipment

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located on the Contractor's premises. The notification must be made at least thirt days in

advance of the planned change or start date for any such activity to allow the FDIC time to take

appropriate action.

Contractor must ensure that all connections and access to the FDIC network and systems are

removed and no longer active using appropriate security procedures at the time of expiration or

termination of this Agreement and any Task Order issued hereunder, whether contractor or

subcontractor employees are working on-site or off-site, and notice must be provided to the

Oversight Manager upon completion of these requirements. Contractor must also undergo the FDIC

pre-exit clearance procedures at the time of separation from this Agreement or any Task Order.

1.3 Task Order

At any time during the Period of Performance (as defined in Article II below), the FDIC

Contracting Offcer may send to Contractor, and any other Contractors awarded this Agreement,

a Request for Task Order Proposal (the "Request") describing the nature of one or more specific

tasks, the structure for Contractor's offer and any other information relating to the task. When

selecting one of the contractors for a specific task order award, the FDIC will issue a Task Order

for services. Before issuing a task order the FDIC will consider a variety of factors including.

specifics of the portfolio of assets subject to the Task Order, their origin, relationship to other

assets, and unique needs, contract pricing, past performance and other factors. The Contractor

waives all rights to challenge or protest the selection of a contractor to provide contingency

contract services and the FDIC makes no guarantee for services under the agreement except as

provided on each task order.

If Contractor wishes to offer its goods or services for the task, it must deliver an offer pursuant to

the terms of the Request. Based on the offers received, the FDIC may select one or more

contractors to perform these specific tasks. If Contractor is selected, the Task Order must be

executed by Contractor and the FDIC Contracting Offcer and there will exist a binding

obligation between Contractor and the FDIC pursuant to the terms of this Agreement, and the

Task Order, regarding the goods or services. The FDIC and Contractor agree that the form of the

Task Order, an example of which is set forth as Attachment (4) to this Agreement, may change

during the period of performance of this Agreement.

1.4 Standard of Performance

Contractor must at all times act in good faith and in the best interests of the FDIC, use its

best efforts and exercise all due care and sound business judgment in performing its duties under

this Agreement. Contractor must at all times comply with FDIC policies, procedures and

directives, which are incorporated by reference and made part of this contract.

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1.5 Calendar Days

Unless specifically provided otherwise in this Agreement, the term "days" used anywhere

in this Agreement means calendar days.

1.6 Monthly Report

If subcontracting or joint venturing is approved, Contractor must submit to the

Contracting Offcer a Subcontractor/Joint Venture/Team Arrangement Activity Report, on a

monthly basis, addressing for each subcontractor and/or Joint Venture participant(s), the

following:

a. Name, address, tax identification number and type of business concern (Minority

Women Owned Business, Small Disadvantaged Business and applicable Standard

Industrial Classification (SIC) Code and corresponding geographic location if

applicable) for each subcontractor and/or Joint Venture participants.

b. Period covered by the Report.

c. Description of work performed by subcontractor and/or Joint Venture participants

during the report period.

d. Percentage of services planned and actually provided by subcontractor and/or

Joint Venture participants during the report period and cumulative to date by SiC

code jf applicable.

e. Total compensation paid to subcontractor and/or Joint Venture participants during

. the report period and cumulative to date.

f. Percentage completion toward Subcontracting Plan goals and/or Joint Venture

commitments.

ARTICLE II. PERIOD OF PERFORMANCE

2.1 Initial Period of Performance

This Agreement has a three (3) year initial period of performance starting on the Effective

Date and expiring on November 13th, 201 1, (the "Period of Performance") subject to exercise of

an option, if applicable, or to earlier termination under the General Provisions of this Agreement.

2.2 Option Period

This Agreement may be extended, at the discretion of the FDIC, for up to three (3) 2-year

period(s) (an "Option Period"). Except where specifically indicated otherwise, "Period of

Performance" as used hereafter in this Agreement refers both to the initial Period of Performance

and to any Option Period which may be exercised.

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2.3 Notice of Exercise of Option 

If the FDIC desires to exercise the option to extend the Period of Performance, the FDIC

must notify Contractor, in writing, of its intent not less than sixty (60) days before the expiration

of the initial Period of Performance.

ARTICLE II. SECURITY AND CONFIDENTIALITY REQUIREMENTS

3.1 Background Investigations

3.1.1 Background investigations will be conducted for all contractor and subcontractor

personneL. The extent of the investigations will be in direct relation to the risk

level assigned to the contract or to the individual job classifications, which can be

found in Section 3.2 of this contract. No background investigations or

fingerprinting will be required under receiverships except when a receivership is

of a long-term nature, when both are required.¡

3.1.2 Each contractor and subcontractor employee working on the contract must

complete an electronic fingerprint application and credit report authorization. No

employee will be permitted to begin work (including access to FDIC facilities,

network, and systems) until a favorable fingerprint records check and credit report

has been received by the FDIC, unless a waiver has been obtained.

3.1.3 Within 5 days after the effective date hereof, the contractor must provide the

Contracting Offcer with a list of all contractor and subcontractor personnel

working on the contract. This list must include the employee's name, current

home address, and assigned risk leveL. The contractor must identify each

employee who has a previous current or otherwise valid background investigation,

and such background investigations must be furnished to FDIC with the list of

personnel,

For those employees of the contractor or subcontractor who do not have a valid

and current background investigation, a background investigation will be

conducted for them. In that event, the requirements relating to background

investigations contained herein will control.

NOTE: A valid background investigation is one that meets the minimum

investigation for the risk level established for the contract or contract job category,

and that has been conducted within 5 years of the date of contract award.

3.1.4 An adverse finding during the background investigation or fingerprinting review

(e.g., felony conviction), or a completed background investigation or fingerprint

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check that indicates that the employee cannot meet the designated security

requirements, may prohibit a contractor or subcontractor employee from working

on the contract. That employee may be removed at the discretion of the

Contracting Offcer and replaced with an employee acceptable to FDIC by the

Contractor at no additional expense to FDIC and without relief in all contractual

performance and delivery requirements.

3. 1.5 All contractor and subcontractor employees regularly working on-site at an FDIC

facility will be issued a yellow identification/access control badge. Such

employees will not be granted on-site access until FDIC receives a favorable

fingerprint criminal records check from the FBI. The badges will be issued for a

six-month period and must be renewed after each six-month period.

3.1.6 Contractor must notify the Contracting Offcer of any new contractor or

subcontractor personnel assigned to the contract or any change in assignment of

current personneL. FDIC will perform the appropriate background investigations

and fingerprint check for any such personneL. Access to FDIC facilities, network,

and systems will be as set forth in this section 3.1.

3.2 Risk Level Designation

The following risk level has been assigned to this contract: MODERATE. The post-award

background investigations and fingerprinting required for all contractor employees (and

subcontractor employees, if applicable) will be for this risk leveL.

3.3 Confidentiality of Information, Data. and Systems

Contractor must ensure the confidentiality of all information, data, and systems provided

by FDIC or used or obtained by Contractor personnel under this contract and prevent its

inappropriate or unauthorized use or disclosure. Contractor and all employees working on an

FDIC contract must sign the Contractor Confidentiality Agreement (attached) no later than five

(5) business days after starting performance and prior to receiving such information, or when

receiving their badges, and return the signed Agreements to the Contracting Offcer. This

includes Contractor personnel who are required to work on-site at an FDIC facility or have access

to FDIC sensitive information or data, systems or network. Failure to provide the signed

Agreements may result in the removal of the employee from performing under the contract.

3.4 Security Requirements for Information Technology.

The Contractor is responsible for Information Technology (IT) security for all personnel

with access to the FDIC network, systems connected to the FDIC network or those systems

developed and/or operated by the Contractor for FDIC. This clause is applicable to all or any

part of the contract that includes information technology resources or services in which the

Contractor may have physical or electronic access to FDIC's information contained in its

systems. This includes but is not limited to information technology, hardware, software, and the

management, operation, maintenance, programming, and system administration of computer

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systems, networks, and telecommunications systems. Examples of 

tasks that require security

provisions include but are not limited to acquisition, transmission or analysis of data owned by

FDIC or access to FDIC networks or computers at a level beyond that granted the general public,

e.g., bypassing the FDIC firewalL.

Contractor, its subcontractors, and the employees of each must sign a confidentiality agreement

at any time prior to or during the performance of this contract at the direction and discretion of

the Contracting Offcer.

3.5 IT Security Plan

The Contractor must provide as a deliverable, implement, and maintain an IT Security

Plan ("Plan") for the duration of this contract. This Plan must describe the processes, procedures

and training of personnel that will be followed to ensure appropriate security of IT resources that

are developed, processed, or used under this contract. The Plan must describe those parts of 

the

contract to which this clause applies. It must address the security measures and program

safeguards that will be provided by the Contractor. These measures and safeguards must ensure

that all information systems, data, and resources acquired and utilized in the performance of 

this

contract by the Contractor personnel:

a. Are protected from unauthorized access, alternation, disclosure, or misuse of

processed, stored, or transmitted information;

b. Can maintain the continuityof IT support for the FDIC and its programs and

operations;

c. Incorporate management, operational, and technical controls suffcient to provide

cost-effective assurance of the system's integrity, availability and confidentiality;

d. Have appropriate technical, personnel, administrative, environmental, and access

safeguards; and

e. Operate effectively and accurately.

3.5. I Compliance Requirements

The Contractor's Plan must be compliant with Federal laws that include, but are

not limited to, OMB Circular A-l30, Transmittal 4, Management of Federal Information

Resources, Appendix II and the Federal Information Security Management Act of 2002

(Title 3 of P.L. 107-347). In addition, the Plan must implement IT security requirements

stated in the policies and procedures that include, but are not limited to:

a. FDIC, Division of Information Resources Management (DIRM) Policy Memorandum

(PM) No. 98-009, Security of 

Network Connectivity for Contractor Support, dated

September 22, 1998;

b. FDIC, Division of Information Resources Management (DIRM) Policy Memorandum

(PM) No. 98-0 lOS, Personal Computer Information Security, November i 998;

c. FDIC Circular 1310.5, Encrytion and Digital Signature for Electronic Mail;

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d. FDIC, Division of Information Resources Management (DIRM) Circular No.

1360.15, Access Control for Automated Information Systems;

e. FDIC, Division of Information Resources Management (DIRM) Circular No.

1360.16, Mandatory Information Security Awareness Training;

f. FDIC, Division of Information Resources Management (DIRM) Circular No.

1360.17, Information Technology Security Guidance for FDIC Information

Technology Procurements/Third Party Products;

g. FDIC, Division of Administration (DOA) Circular No. 1610.2, Security Policies and

Procedures for Contractors, October 1, 2001;

h. National Institute of Standards and Technology (NIST) Special Publication (SP) 800-

4, Security Considerations in Federal 

Information Technology Procurements;

1. NIST, SP 800- I 4, Generally Accepted Principles and Practices in Securing IT

Systems, September, 1996; and

J. NIST, SP 800-18, Guide for Developing Security Plans for Information Technology

Systems, December 1998.

These documents may be accessed through the FDIC DOA website, www.fdic.gov/, and

may be cross-referenced through the FDIC DIRM website, www.fdic.gov/.

3.5.2 Plan Submissions

Within ten (10) days after contract award, the Contractor must submit the Plan for

FDIC approvaL. The Plan must be consistent with and further detail the general outline

and approach contained in their proposal that resulted in the award of this contract and

must be in compliance with the requirements stated in this Article. The Plan must be

submitted to the Contracting Offcer and, after approval by the Oversight Manager, will

be incorporated into the contract as a requirement and will remain in effect throughout the

period of contract performance. The Contractor must obtain the prior written approval of

the Contracting Offcer for any changes to the Plan.

3.6 Training Requirements

The Contractor must ensure that its personnel designing, programming, operating, using,

or managing FDIC systems/network and/or data in performance of the contract, are properly

trained and must receive training at least annually in IT security awareness and security practices,

policies, and procedures as required under the Computer Security Act of 1987 and OMB Circular

A-l30, including Appendix III. The Contractor's approach and IT security training program

must be defined in the IT Security Plan. In addition, the Contractor must ensure that IT security

training also meets the requirements stated in the NIST special publications and in the FDIC

circulars referenced in this Article. The Contractor must certify on an annual basis that its

personnel working on the contract have successfully completed all required IT security training

and that they are aware of their IT security responsibilities.

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3.7 Security Awareness Website Training

3.7.1 All contractor and subcontractor employees being granted access to FDIC's

network/systems must review the FDIC Security Awareness Website (located at

http://fdicOI/division/dim1/itmwcb/dinnpagcs/infosec/sccawarencss/secawareness.htm)

and provide electronic certification of 

their review within five (5) business days of

receiving a network ID.

3.7.2 In addition to 3.7.1, for multi-year contracts and contracts with options, all

contractor employees with network access must again review the Security Awareness

Website on an annual basis and provide electronic certification of 

their review within five

(5) business days after the anniversary of 

the effective date of the contract.

3.7.3 The contractor must certify annually that all contractor employees having

network access have complied with the security requirements stated in 3.7.1 and 3.7.2.

This certification must be provided to the Oversight Manager by email or in writing

within five (5) business days after the anniversary of 

the effective date of the contract.

3.7.4 Failure to complete the review and certification discussed in 3.7. i, 3.7.2,

and 3.7.3 may result in ¡'evocation of 

network access privileges and possible removal of

the individual employees from the contract.

3.8 General Requirements

3.8. I Network Access Requirements

The Contractor must comply with all provisions of FDIC Circular i 360. i 7,

Information Technology Security Guidance for FDIC Information Technology

Procurements/Third Party Products, which can be found on FDIC's website at

www.fdic.gov.

3.8.2 Cost of Information Security

For all contracts valued at $3 million or more, the Contractor must identify on its

invoices as a separate line item any direct cost to the contractor for information

security as a specific element of the cost of providing information services.

3.9 FDIC Access

The Contractor must afford FDIC, including the Office of Inspector General, access to the

Contractor's and all subcontractors' facilities, installations, operations, documentation,

databases, and personnel used in performance of the contract. Access must be provided to the

extent required to carr out a program of IT inspection, investigation and audit to safeguard

against threats and hazards to the integrity, availability and confidentiality of FDIC data, systems,

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software and hardware or to the function of computer systems operated on behalf of FDIC or the

network accessed by the Contractor personnel and to preserve evidence of computer crime or

misuse.

3. 10 Subcontractor Requirements

Contractor must incorporate this Article in all subcontracts that meet the conditions or

requirements stated in this Article.

ARTICLE iv. PERSONNEL AND SUBCONTRACTING

4.1 Key Personnel

The following key personnel are essential to the proper performance of Contractor's

duties under this Agreement ("Key Personnel") and must perform the roles specified below:

( (Title) ),

( (Title) ),

( (Title) ), -

( (Title) ),

. ,

Contractor's Proposal, or Amended Proposal, if any, identified the above individuals as Key

Personnel and cerritìeù their availability to perform the duties specified. Contractor agrees to

make the Key Personnel available as required for performance of the duties under an) Task

Order that may be awarded as long as such persons are employed by Contractor or its related

entities. Prior to diverting or reassigning any Key Personnel to any other projects, and prior to

the time any Key Personnel separate from Contractor, Contractor must notify the Contracting

Offcer in writing at least fourteen (14) days in advance and must submit the name of 

the

proposed substitute individual with a description of his/her educational and professional

background. The determination of acceptability of proposed substitute personnel will be at the

sole discretion of the FDIC. All initial Key Personnel and every replacement Key Personnel will

be required to comply with FDIC Fitness and Integrity standards then in effect. Contractor must

not make any substitutions of Key Personnel until receipt of the Contracting Offcer's written

approval of each such substitution.

4.2 FDIC PersonneL.

(a) FDIC Oversight Manager. The term "Oversight Manager" means the person

designated in writing by the Contracting Officer to represent the FDIC for the purpose of

monitoring technical performance under any Task Order awarded. The Oversight

Manager is not authorized to issue any instructions or directions which effect any

substantive change in this Agreement or any Task Order issued hereunder, including but

not limited to any increase or decrease in the price of any Task Order awarded or which

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change the delivery date(s) or Period of Performance. Specific areas of delegated

authority are more particularly defined in the Letter of Oversight Manager Confirmation.

(b) FDIC Contracting Offcer. The term "Contracting Offcer" means a person

designated in writing by the FDIC with FDIC delegated authority to enter into, modify,

administer, and terminate contracts and orders. The Contracting Offcer is the only person

authorized by FDIC to issue any instructions or directions that affect any increase or

decrease in the cost of this Agreement, any change in delivery schedule or which change

any other term of the Agreement.

4.3 Contractor Personnel

For purposes of this Agreement, any individual who is performing any part of the work or

other requirement of this Agreement, and any Task Order issued hereunder, and who is an

employee of Contractor is considered Contractor Personnel ("Contractor Personnel"). For

example, self-employed individuals, other independent contractors, contract laborers, individuals

who are employees of a temporary employment/personnel agency, etc., who perform any part of

the work or requirements of this Agreement, do not come within the definition of Contractor

Personnel and are either subcontractors or employees of subcontractors.

4.4 Personnel Qualifications.

The personnel qualificatiuns defined in the Agreement and any Task Orders issued

hereunder will apply to both Contractor Personnel and Subcontractor employees. Contractor must

provide a quarterly letter certifying t() the FDIC Contracting Offcer and Oversight Mariagerthat

all Contractor Personnel and Subcontractor employees currently working under a Task O~der .

meet each of the personnel qualifications. The FDIC Contracting Offcer and Oversight Manager

do not have the authority to approve any Contractor Personnel or Subcontractor employees who

do not meet all the personnel qualifications unless the FDIC receives additional consideration

from the Contractor.

4.5 Subcontractors

For purposes of this Agreement, individuals and entities that perform Services or provide

Goods under this Agreement or any Task Order and are not included in the definition of

"Contractor Personnel" in Section 4.3 above will be considered subcontractors. Arrangements

with either temporary agencies or with individuals, for the provision of temporary personnel, are

considered subcontracts.

4.5.1 Authorization; Selection of Subcontractors.

(a) Contractor must not engage subcontractors to perform any of its

responsibilities under any Task Order awarded under this Agreement without the

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prior written approval of the FDIC. This prohibition will not apply to Task Orders

for purchase of equipment, materials or supplies to be used in the performance of

this Agreement. If Contractor's Proposal leading to this Agreement requests

approval for the use of named or designated subcontractors, and if the FDIC has

accepted that Proposal, the subcontractors will be deemed approved and further

approval will not be needed.

(b) Consent by the FDIC to any proposed subcontractor will not: (1)

constitute a determination of the acceptability of any subcontract terms or

conditions; or (2) constitute a determination of the acceptability of any amount

paid under any subcontract; or (3) relieve Contractor of any of its responsibilities

under the Agreement. Contractor will award subcontracts only to third parties that

have fied FDIC Certifications with Contractor.

(c) The following subcontractors are approved for performance under this

Agreement:

Adorno & Y oss

Auction Company of America

NRT Commercial, LLC, Inc. (Reology Corp.)

Deval, LLC

First American Title Co., Commercial

First American Title Co., Residential

Guess Group, Inc., The

Integra Realty Resources

Litzer, Segner, Shaw & McKenney, LLP

Malcolm Pirnie

Prism Hotels & Resorts

RR Donnelley

Stewart Title Company

Thompson, Cobb, Bazilio & Associates, PC

TotalFacility

(d) Contractor must notify the FDIC of any changes in subcontracting

arrangements. If the subcontractor is a Small Disadvantaged Business (SOB), any

changes must result in the same or greater SOB participation.

4.5.2 Contracts with Subcontractors

Contractor will not be reimbursed for subcontracting costs except as specifically

provided for in this Agreement. Contractor must assure FDIC that all contracts it BOA II enters into with subcontractors are consistent with the terms of this Agreement,

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including, but not limited to, certifications, termination, stop work, confidential

information and insurance.

4.6 Subcontracting Plan Compliance

In Agreements where subcontracting is permissible and in accordance with the

Contractor's proposal, as incorporated within the terms and conditions of 

the Agreement, the

Subcontracting Plan will be considered a material part of the Agreement. The Contractor's

failure to comply with and make progress under the Subcontracting Plan may be considered a

breach of contract. In addition, failure to achieve the stated subcontracting goals may result in

the issuance of a cure notice/show cause letter for purposes of termination for default and/or have

a negative and adverse impact on the Contractor's past performance record to be considered

during proposal evaluation on future solicitations.

ARTICLE V. COMPENSATION AND BILLING

5.1 fa) Fixed Price

For satisfactory performance of 

this Contract, the FDIC will pay Contractor the agreedupon fixed unit price specified in Contractor's Pricing Schedule (included in Attachment 2 to this

Contract). Contractor's fixed unitprices include any and all of Contractor's costs and expenses,

direct and indirect, as well as any profit, fee, or any markups of any nature.

FDIC is a Federal Government corporation and is exempt from State sales tax. Therefore, it will

not pay sales tax on invoices submitted to it that is charged by a Contractor.

5.1 (b) Labor Rates

For satisfactory performance of 

this contract, the FDIC will compensate

Contractor at the hourly rate specified in Contractor's Pricing Schedule (included in Attachment

2 to this Contract) for actual productive work hours exclusive of travel time, vacation, holiday,

sick leave and other absences. Contractor's hourly rates include any and all wages, overhead,

general and administrative expenses and profit or fee.

FDIC is a Federal Government corporation and is exempt from State sales tax.

Therefore, it will not pay sales tax on invoices submitted to it that is charged by a Contractor.

5. 1.1 Compensation Ceiling

The compensation ceiling will be defined on a per task order basis.

Contractor must notify the Contracting Offcer in writing, for each Task Order, when

Contractor has incurred charges to the FDIC of seventy-five percent (75%) of 

the dollar

amount of each Task Order.

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5.1.2 Other Reimbursable Expenses

The FDIC will reimburse contractor for reasonable amounts for services

purchased specifically for performing a Task Order under this Agreement, which

are specifically identified in the Statement of Work, Task Order Proposal, or

which have been approved in advance by the FDIC Contracting Offcer.

Reasonable costs shall be reimbursed on a straight pass-through basis with no

surcharge or markup added by Contractor. The price of services must be adjusted

by Contractor to deduct any credits, trade discounts, rebates or allowances

received by, or credited to, Contractor. All purchases equal to, or greater than,

Five Thousand Dollars ($5,000), must be approved in advance by the FDIC

Oversight Manager.

5.1.3 Travel Expenses

The FDIC will reimburse Contractor for necessary travel and per diem expenses

("Travel Expenses"), which include subcontractor travel expenses, if any, that do

not exceed amounts allowable under the FDIC Contractor Travel Reimbursement

Guidelines, a copy of which is attached to this Agreement as Attachment (5) and

is incorporated herein by reference. All travel must be approved in advance, in

writing, by the Contracting Offcer or Oversight Manager unless such travel was

set out in Contractor's Proposal which was accepted by the FDIC at the time of

Agreement or Task Order award or modification. In no event will the FDIC

separately reimburse Contractor, outside 

of the pricing set out in this Agreement,

or Task Order issued thereunder, for any other costs or expenses it incurs in

connection with its performance under this Contract, including fees for labor

hours incurred while travelling to the work site.

5.1.4 Fees and Expenses of Subcontractors

The FDIC may pay amounts Contractor has been invoiced for labor hours actually

worked, exclusive of travel time, vacation, holiday, sick leave and other absences1

by its approved subcontractors in performing under any Task Order issued under

this Agreement provided that its approved subcontractors' hourly rates and labor

hours have been approved in advance by the FDIC Contracting Offcer and

provided that such amounts are a straight pass-through with no surcharge or

markup added by Contractor.

5.2 Billing Instructions

The FDIC will compensate Contractor as follows:

5.2.1 General Provisions

All invoices must be submitted in accordance with the attached General BOA 13

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Provision, "Invoice Preparation and Submission." In addition to the invoicing

requirements specified in Article i 9 of the General Provisions, attached to this

Contract, every invoice must designate the hours, the dollar amount and expenses

billed by task requirement and for services provided on an hourly basis by

individual and labor category. Certified copies of time sheets in support of direct

labor charges for all contract employees. An allocation of all hours and expenses

to Financial Institution Number (FIN) and Asset Name/Number must be provided

by the Contractor. Contractor should also attach a summary of subcontracting

expenses. This summary must include the approved percentage of subcontracting

per the Contractor's approved subcontracting plan. Copies of subcontractor

invoices and a summary of expenses paid to subcontractors for the billing period

should be provided.

5.2.2 Contractor's Remittance Address

Contractor must include on the invoice Contractor's remittance address, as

specified below, in addition to the information specified in the attached General

Provision, "Invoice Preparation and Submission". The remittance address must

be included on Contractor's invoice regardless of whether payment will be made

by check or electronic funds transfer (EFT). Contractor must notify the FDIC

Contracting Offcer, in writing, of any changes to the following remittance

address:

Contractor's Remittance Address: C. B. Richard Ellis, Incorporated

750 - 9th Street, NW, Ste. 900

. Washington, DC 20001

5.2.3 Schedule for Invoicing

Contractor must submit invoices to the email address specified in Attachment (6)

"Electronic Invoicing Instructions", with any appropriate supporting

documentation so the FDIC can confirm acceptance. Invoices must be submitted

within ten (i 0) days after the end of each month.

5.2.5 Certification of Contractor

Contractor must include on the invoice the following statement signed by an

authorized company representative:

This is to certify that the Goods and Services set forth herein, were

performed or delivered during the period stated.

Contractor's Authorized Representative

Date

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5.2.6 FDIC Review

If errors are found on the invoices, the invoices will be returned to Contractor.

When error-free invoices are received, the invoices will be processed for payment.

Any discrepancies in the invoices will be resolved between the Contracting

Officer and Contractor PRIOR to approval of the invoice by the FDIC. The

Oversight Manager will review each invoice for reasonableness and accuracy

prior to approving the invoice for payment.

5.3 Method of Payment-EFT 

Payments by the FDIC under any Task Order may be made by check or electronic funds

transfer (EFT) at the option of 

the FDIC. If the FDIC makes payment by EFT, the FDIC may, at

its option, also forward the associated payment information by electronic transfer. As used in

this section, the term "EFT" refers to the funds transfer and may also include the information

transfer. For further information, please refer to paragraph 8 of 

the FDIC General Provisions.

ARTICLE Vl. INSPECTION AND ACCEPTANCE

6.1 Inspection and Acceptance of Work Product

In accordance with the General Provision of this Agreement, "Inspection of Goods or

Services," the FDIC will have forty-five (45) days from the date of 

Contractor's delivery of Work

Product to determine if such Work Product is in compliance with the requirements of the

Agreement and Task Order. Inspection by the FDIC will be conducted at FDIC's Dallas

Regional Offce, or at such other locations as may be determined by the FDIC, at FDIC's sole

discretion.

6.2 Risk of Loss or Damage

Contractor retains title to all materials and equipment until receipt of the FDIC's written

acceptance and payment after final inspection of the finished installation. Title may transfer at an

earlier date but only upon written notice to Contractor by the Contracting Offcer. Risks of loss

or damage by fire or other causes to material or propert ordered by Contractor are the sole

responsibility of Contractor until acceptance by the FDIC. Contractor will be liable to the FDIC

for any and all damage to FDIC-owned and FDIC-leased property as a result of 

this work.

ARTICLE VII. RIGHTS IN SOFTWARE AND SYSTEMS

7.1 Proprietary Interest and License in Software and Systems

The FDIC and Contractor agree that the FDIC has the exclusive and absolute right, title

and interest in and to all systems and software owned by the FDIC, or otherwise obtained or

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developed for the FDIC at its expense, and furnished to Contractor for use in the performance of

Contractor's Services under this Agreement.

ARTICLE VIII. REPRESENT A TIONS

8.1 Representations of Contractor

Contractor represents as follows:

8.1. I The execution, delivery and performance of this Agreement have been duly

authorized by all necessary corporate action of Contractor.

8. 1.2 Contractor currently possesses all necessary licenses, permits and approvals

required to execute, deliver and perform its duties under this Agreement and is

qualified to do business in all jurisdictions where such qualification is required for

Contractor's performance of its duties under this Agreement.

8.1.3 At the time of execution of this Agreement, there has been no change in any of the

Certifications Contractor submitted to the FDIC with its proposal. Contractor

agrees to notify the Contracting Offcer immediately, in writing, of any change to

Contractor's Certifications.

ARTICLE IX. RESERVED

ARTICLE X. INSURANCE COVERAGE

10.1 Liability Insurance

Contractor, before commencing work or permitting any subcontractor to commence work,

must procure and maintain the following insurance or, should such insurance be canceled, the

FDIC has the right to procure such insurance and the cost thereof 

will be deducted from monies

then due or which thereafter become due to Contractor. Contractor may carr any additional

insurance as it may deem necessary. Contractor will not be deemed to be relieved of any

responsibility by the fact that Contractor carries insurance. The FDIC will require any contractor

of the FDIC performing work on FDIC premises to carr and maintain, at no expense to the

FDIC:

A. Worker's Compensation and Employer's Liability Insurance in accordance with the

applicable laws of the state in which the work is to be performed or of the state in which

Contractor is obligated to pay compensation to employees engaged in the performance of

the work. The policy limit under the Employer's Liability Insurance section must not be

less than One Hundred Thousand Dollars ($100,000) for anyone accident; and

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B. Comprehensive Bodily Injury and Property Damage Liability Insurance covering the

work, the performance of the work and everyhing incidental thereto, with Bodily Injury

(including death) and Property Damage limits of not less than Five Million Dollars

($5,000,000) per occurrence combined single limit. This policy must be endorsed to

cover: Contractual liability coverage, completed operations coverage, broad form

property damage endorsement and Contractor's protective liability coverage; and

C. Automobile Public Liability and Property Damage Insurance, including coverage on

owned, hired, and non-owned automobiles and other vehicles, if used in connection with

the performance of the work, with Bodily Injury and Property Damage limits of not less

than One Million Dollars ($ 1 ,000,000) per occurrence combined single limit; and

D. Such other insurance as may be required elsewhere in the Agreement documents.

The FDIC must be named as Additional Insured under Contractor's Comprehensive Bodily Injury

and Property Damage Liability and Automobile Public Liability and Property Damage Insurance

coverage. Contractor's insurance must be primary.

10.2 Fidelity Bond Coverage

Contractor must obtain and maintain at all times during the Period of Performance of the

Agreement fidelity bond ( crime) coverage in the amount of at least Five Hundred Thousand

Dollars ($500,000.00 ). Contractor must provide the FDIC, no later than ten (to) calendar days

after the date of execution of a Task Order issued under this Agreement, evidence of fidelity

bond coverage. Such evidence of insurance may be (1) a binder or (2) a copy of the original

policy. Contractor must also provide no later than ten (i 0) calendar days after the date of

execution a Certificate of Insurance which must include the following mailing address and

reference the Agreement number: TBD . Contractor must obtain and maintain

such coverage with a responsible carrier or bonding company with a financial rating of at least

B+ VI from A.M. Best or equivalent rating agency. The policy must cover all of Contractor's

employees, partners, trustees, brokers, subcontractors, agents, affliates or other representatives

involved in the day-to-day performance of 

the Agreement, and must protect the FDIC against

losses, including, without limitation, those arising from theft, embezzlement, fraud, or

misplacement of funds, money, or documents. The FDIC must be named as "loss payee" and as

an "additional insured" under Contractor's policy. Contractor agrees to notify the FDIC

Contracting Offcer in writing within five (5) business days of the first notice or proposal of

cancellation, termination or modification of coverage which Contractor receives. Contractor

may, in lieu of insurance coverage, obtain and deliver an unconditional, irrevocable letter of

credit issued in the FDIC's favor by a financial institution acceptable to the FDIC for the dollar

amount required for insurance coverage. The letter of credit must have an expiration date no

earlier than sixty (60) days after the termination or expiration of 

the Agreement, as the

Agreement may be extended. BOA 17

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10.3 Errors and Omissions Insurance

Contractor must obtain and maintain at all times during the Period of Performance of the

Agreement, errors and omissions insurance coverage in the amount of at least One Million

Dollars ($1,000,000.00). Contractor must provide the FDIC, no later than ten (10) calendar days

after the date of execution of a Task Order issued under this Agreement, evidence of errors and

omissions coverage. Such evidence may be (I) a binder or (2) a copy of 

the original policy.

Contractor must also provide, no later than ten (10) calendar days after date of execution, a

Certificate of Insurance which must include the following mailing address and reference the

Agreement number: TBD . Contractor must obtain and maintain

such coverage with a responsible carrier with at least a financial rating ofB+ VI from A.M. Best

or equivalent rating agency. Contractor agrees to notify the FDIC Contracting Offcer in writing

within five (5) business days of the first notice or proposal of cancellation, termination or

modification of coverage which Contractor receives. Contractor may, in lieu of insurance

coverage, obtain and deliver to the FDIC an unconditional, irrevocable letter of credit issued in

the FDIC's favor by a financial institution acceptable to the FDIC for the dollar amount required

for insurance coverage. The letter of credit must have an expiration date no earlier than sixty

(60) days after the termination or expiration of 

the Agreement, as it may be extended. The issuer,

policy terms and forms and amounts of any errors and omissions insurance coverage, including

applicable deductibles, must be satisfactory to the FDIC.

10.4 Certificates of Insurance

Contractor must have its insurance 

carrier or carriers certify to the FDIC that all insurance

required is in force, such certificates tó stipulate that the insurance will not be canceled or

substantially changed without thirty (30) days prior notice by Certified Mail to the FDIC

Contracting Officer. Contractor must, on request, permit the FDIC to examine original insurance

policies.

10.5 Notice to the FDIC

Contractor must promptly advise the FDIC's authorized representative of all damages to

property of the FDIC or of others, or injuries incurred by persons other than employees of

Contractor in any manner relating, either directly or indirectly, to the work.

10.6 Cost ofInsurance

Contractor's expenses in fulfilling the requirements of this Article IX will not be

reimbursed by the FDIC.

ARTICLE XI. INDEMNITY

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11.1 Contractor Indemnity

Contractor agrees to indemnify, hold harmless, and defend the FDIC in all of its

capacities, and all of its offcers, directors and employees against any and all claims, losses,

penalties, fines, forfeitures, amounts paid in settlement, judgments, reasonable attorneys' fees and

related litigation costs, fees and expenses which result from any act or omission constituting

negligence, willful misconduct or breach of fiduciary duty by any offcer, director, agent or

employee of Contractor or its subcontractors in connection with Contractor's performance under

this Agreement.

ARTICLE XII. CONFLICT OF INTEREST

12.1 Notice to the FDIC

Contractor must notify the Contracting Offcer immediately whenever the work under this

Contract conflicts with or appears to conflict with Contractor's obligation to another company or

organization. Contractor must furnish suffcient details to permit evaluation of the situation.

Contractor wil not proceed with the performance of 

the work in question until written

notification to do so is given by the Contracting Offcer.

ARTICLE XIII. LEGAL REPRESENTATION

13.1 Relationship of Contractor and FDIC Legal Division

The Contractor is hereby design~ted as a limited agent of 

the FDIC Legal Division for the

sole purpose of assisting the FDIC Legal Division in providing legal services relating to this

Contract and ancillary to the performance of 

the Contractor's duties under this Contract. This

designation is in addition to other designations created elsewhere in this Contract and is not

intended to supplant the relationships with FDIC personnel created elsewhere in this

Contract.

13.2 Contact Points

(a) The FDIC shall designate an FDIC Legal Division Attorney to serve as the

Contractor's primary point of contact with the FDIC Legal Division.

(b) Contractor shall designate one member of its staff to serve as the FDIC Legal

Division's primary point of contact with Contractor.

13.3 Contractor's Authority

(a) Subject to the provisions of this Article, Contractor has the limited authority to select, BOA 19

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direct, monitor and pay outside counsel for necessary legal services, including

initiating litigation, on legal matters arising from Contractor's obligations under this

Contract when:

(i) The estimated legal fees do not exceed $50,000; and

(ii) The value of 

the transaction or the amount of 

the claims involved in the

matter is not greater than $500,000.

For all other legal matters, the Contractor must obtain approval from the FDIC Legal

Division to retain outside counseL.

Notwithstanding this limited grant of 

authority, the FDIC reserves the right to direct

and control any legal matter and to modify these procedures, in its discretion.

(b) The Contractor shall not commence any litigation or other legal proceedings, or

continue any pre-existing litigation or other legal proceedings:

(i) Involving the foreclosure of a mortgage or deed of trust on single family

residential propert;

(ii) Against any financial institution identified by the FDIC in writing to the

Contractor;

(iii) Against any insured depository institution that is in conservatorship or

receivership;

(iv) Against 

any financial institution identified to the Contractor by the FDIC in

which the FDIC, in any capacity, has existing obligations to provide

assistance or indemnities;

(v) In connection with any matter involving one or more of the Special Issues

listed in Section 13.8 below; or

(vi) Against any state or federal banking regulator,

without the prior writen approval o/the FDIC Legal Division.

(c) Contractor shall notify the FDIC Legal Division about legal matters that are not

within the general authority granted to the Contractor and shall coordinate with FDIC

Legal Division the selection, retention, direction and monitoring of outside counsel,

to the extent and in the manner it requests. To the extent that Contractor is required to

obtain approval from the FDIC Division of Resolutions and Receiverships on

particular matters or cases, which require the concurrence of 

the FDIC Legal Division

under the delegations of authority, then Contractor shall obtain said concurrence from

the FDIC Legal Division.

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(d) The FDIC may direct and control any legal action (including litigation, arbitration, or

alternative dispute resolution procedure) relating to any matter, upon wrtten notice to

the Contractor. Upon receipt of notice, the Contractor shall promptly provide the

FDIC Legal Division with copies of all pleadings and other pertinent documents and

correspondence. The Contractor shall continue to direct the legal action and protect

the FDIC's interests, and shall continue to process payments to outside counsel, until

the FDIC Legal Division actually takes control of the action.

(e) The FDIC Legal Division has sole authority to determine outside counsel conflictsof-interest. If the Contractor perceives or is notified of any actual, apparent or

potential conflicts-of-interest involving outside counsel, Contractor shall notify the

FDIC Legal Division immediately.

(f) The Contractor is prohibited from hiring any law firm (or any employee, partner or

shareholder thereof) which has any financial interest in the Contractor without the

prior written approval of 

the FDIC Legal Division. Financial interest includes, but is

not limited to, ownership interest. The prohibition applies to the entire law firm

regardless of whether an individual other than the employee, parter or shareholder

with the financial interest in the Contractor is expected to perform the legal services.

IN WITNESS WHEREOF, each part has caused this instrment to be signed on

its behalf by its duly authorized agent.

~~ct4t ~~~ØP4

tA/ll/Art F COtVCAtU¡iOtJ . -

Title: /! CQ CJ I ( YJá 171 65 Title: Contracting Officer L' l .: I: Rochelle K. Nagel

DatelJ!./I). /31 2J Ó,l Date ~,,I 137 Wgf

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INDEX TO ATTACHMENTS

Attachment (1): Statement of Work

Attachment (2): Contractor's Proposal, or Amended proposal, if any

Attachment (3): FDIC General provisions (these can be obtained at the following website:

ww.fdic.gov/buyiii g/goods/fornisdocuments/ general 

provisions. doc 

If they cannot be obtained, please contact the Contracting Offcer for a hard

copy.)

Attachment (4): Sample Task Order

Attachment (5): FDIC Contractor Travel Reimbursement Guidelines

Attachment (6): Electronic Invoicing Procedures

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ATTACHMENT 1

STATEMENT OF WORK
Attachment 1

OWNED REAL ESTATE (ORE)

MAAGEMENT AND MATING SERVICES

STATEMENT OF WORK

Section I BACKGROUND

The Federal Deposition Insurance Corporation (FIC) though its mandate as receiver for failed

financial institutions acquires real propert thoughout the Continental United States, Alaska,

Hawaii, Puerto Rico and the Virgi Islands. The Division of 

Resolutions and Receiverships

(DRR) of 

the FDIC is seekig the Servces ofa Contractor, qualified to do business with these

geographical locations to assist in the acquisition, research, preparations for marketing,

management, marketing and final disposition of all tyes of 

real propert (ORE).

The Contractor wil comply with all applicable federal, state and local 

laws and regulations,

including, without litation, the Federal Fair Housing Act (42 USC 3600 et seq.) which

.provides, with the constitutional 

limitations, for fair housing thoughout the United States.

Section II GENERA SCOPE OF WORK

The services to be provided by the Contractor include, but are not limited to the following: a)

assist the FDIC durng the acquisition phase; b) prepare properties for marketing; c) manage real

propert until final disposition; d) market, sell, close or otherwise dispose of 

the properties; and,

f) research potential ORE. The scope of 

work under each of these fuctions is more fully

described below::

1. Assist the FDIC during the Acquisition Phase - Most of the ORE is acquired the

failure of fiancial institutions (ban closings). Other sources of ORE are foreclosure

actions, settlements, and as "discovered" assets. The ban closing aspect will require

assisting the FDIC in developing a plan to handle ORE from a fiancial institution that

has the potential to faiL. It also requires attending the closing of the financial institution

to inventory and gain control of the ORE and thereafter, either remain on site for specific

period of time or move the files, management and marketing of the assets to the

Contractor's location at the sole discretion of the FDIC. Discovered ORE is a by product

of previous liquidation activity conducted by the RTCIFDIC or fallout from failed

financial institutions.
ORE Management & Marketing Services

Statement of Work

2. Prepare Real Property for Marketing - This phase encompasses ensuring that the

FDIC is the owner of 

the propert and that title can be conveyed. Also referred to as

makng the propert "Marketable". In addition, in ths phase the Contractor is required

to obtain services such as 

appraisals, broker's price opinions, title work, environmental

assessment, etc. that are required by the FDIC to ensure proper knowledge of the asset

acquied and being disposed.

3. Manage ORE _ The purose of 

ths phase is to secure and manage the ORE in a

maner that will prevent erosion of 

value due to lack of adequate maintenance, lack of

income, and to prevent propert from becoming a health hazard and/or to address

propert that has become a health hazard. Ths phase also includes placing the ORE

under the FDIC's blanet inurance policy and the payment and protest of propert taxes

as required. Also, leasing, determe if parially fished propert should be completed,

oversee its completion, oversee propert manager should it be a specialized or complex

propert.

4. Market, Sell & Close - In ths phase the Contractor is expected to expose properties

that are marketable to the broadest market possible, and to negotiate and dispose of them

at the highest retu possible within a reasonable period oftime.

5. Research Potential ORE - Ths phase is directly related to the "Discovered" ORE.

Typically the FDIC receives some 20-30 inquies per month from investors or taxing

jursdictions claiming that the FDIC owns certai propert. Each request wil require

searching the FDIC's databases and warehouse records 

to ensure that the propert was

not previously disposed by the FDICIRTC. Should title be vested in the FDIC's name

then, the propert is prepared for marketing (phase #2). Access to FDIC systems and

records requires Contractor and subcontractor securty clearances as described in Section

3.1 of the Agreement. In addition, access to specific FDIC Information Technology

applications, may fuer require internal access requests that must be completed and

granted in order to provide access.

The general description of the work above is fuer outlined in the attached Power Point slide

presentation, attached as Appendix 1.

Section III ORIGIN AND PROCESS FOR ADDINGIDELETING

PROPERTIES

Any assignent or removal of a propert covered by this Agreement will be as provided below.

1. Initial Inventory _ A copy of 

the FDIC's existing ORE portfolio is attached hereto as

Appendix IT. Only ORE not under a fully executed sales contract at the time of the award

will be added to this Agreement from the FDIC's existing inventory of assets allowable

2
ORE Management & Marketig Services

Statement of Work

under ths Agreement. However, it is noted that some pools may require a transition

period from the existing contractors. Contractor will cooperate fully with the FDIC and

its Contractors durng the transition process.

2. Discovered Assets _ Typically, the FDIC may discover 10-20 ORE assets a year from

investor's inqU;iries or tax billings which reveal ownership in the FDIC or one of its

predecessors, e.g. a failed fiancial institution. Due to the passage of time, most of these

discovered assets usually have signficant problems which need to be addressed before

the propert becomes marketable.

3. Bank Failures - The FDIC acquires a number of 

ORE from failed financial institutions.

These properties may be located anywhere in the United States or its terrtories.

4. Settlement/Compromises - Occasionally real propert is acquired though compromise

settlements. These properties may also be located anywhere in the in the United States or

its terrtories.

5. Propeities may be added to or deleted from ths Agreement at any time at the sole

discretion of the FDIC.

6. Notification of any additions/deletions wil take the form of a ~TÍtten Addlelete

Notification approved by the FDIC Contracting Offcer and Oversight Manager.

Multiple properties may be included in a single Notification.

7. For a propert that has not sold and where the FDIC exercises its right to delete (pull) the

propert from ths Agreement under the provisions listed above, the Contractor may

reserve the names of any potential buyers developed and contacted by the Contractor

durg the time the propert was covered by ths Agreement. The list of 

buyers reserved

for the deleted propert shall be provided in wrtig to the FDIC no later than seven days

(7) days following receipt of 

the FDIC's wrtten Addlelete Notification and

simultaneous with the transfer of 

the propert. lithe propert is subsequently sold by the

FDIC to one of the buyers named on the reserved list with thee (3) months of 

the date

the propert was pulled from ths Agreement, e.g., the Effective Date of 

the Addlelete

Notification, the Contractor wil be entitled to its full commssion as stipulated hereunder

as though the propert had been sold while stil covered under ths Agreement.

Section iv NATUR OF SERVICES REQUIRED AND MINIMUM STANDARS

The Contractor shall be responsible for takg all actions necessar to effciently and effectively

research, manage, market and sell, or otherwise dispose of, the properties covered under this'

Agreement to accomplish the following:

3
ORE Management & Marketing Services

Statement of Work

1. Ensure that the interests of the FDIC are maintained and protected. Provide the highest

level of cUEitomer service to any individual or entity that interacts with the Contractor.

2. Manage the properties to ensure that propert is: a) secured; b) accessible; c) propert

values are preserved by providing adequate maitenance; d) in compliance with

city/county mium health standards; and, e) address areas of potential 

liability.

3. Propert is adequately insured under the FDIC blanet insurance policy and that taxes are

reviewed and paid curent should this be the recommended course of action. Further to

protest assessed values as indicated in ths Statement of 

Work.

4. Maintain and update an ORE database containig all active and sold ORE. The database

should contain basic infonnation required to manage, research, market and dispose ORE.

The curent fields used by the FDIC are reflected in Appendix m. FDIC reserves the

right to modify these fields at any time, at FDIC's sole discretion. Also, the ability to

monitor tax due dates and assessed values, pay taes in a timely maner so as to avoid

interest and penalties and protest assessed values as necessar.

5. Enhance the marketability of the propertes covered hereunder and market properties in

such a way as to maximize the sales proceeds and minmize the marketig costs.

6. Research "discovered" assets to ascertain the FDIC's ownership interest, if any.

7. Coordinate with other FDIC Contractors, such as Review Appraisers and Environmental

Contractor, performg work that is directly related to ORE under ths Agreement.

8. The Contractor acknowledges that FDIC may offer for sale and sell properties covered

under ths Agreement to purchasers not procured by the Contractor, and that the

Contractor (durg the term of 

the Agreement) shall be entitled to receive a commssion

in connection with any such sale by FDIC as set fort in the attached Agreement.

Section V DELIVRALES AND SCHEDULED MILESTONES FOR THEIR DELIVRY

Par 1. ACQUISITION PHASE

1. Bank Closings: From time to time the Division of 

Resolutions & Receiverships (DRR) is

called upon to act as a receiver for a failed financial institution. Some of those assets may

consist of ban-owned premises (real estate used in the operations of 

the failed

institution) as well as Other Owned Real Estate (real estate acquired by the failed

financial institution by way of foreclosure or loan settlement).

4
ORE Management & Marketing Services

Statement of Work

Upon notice, the Contractor will provide qualified personnel to assist the FDIC conduct

pre-closing planng and portfolio review to determne a disposition strategy should the

institution fails. Upon failure of the institution, the Contractor will assist the FDIC in

gainig control of the ORE inventory and commence the orderly management and

disposition of these assets. This work may consist of any or all of 

the following:

. gatherig information on each propert and interviewing ban personnel,

. loading information the ORE database,

. compiling data into spreadsheets,

. printing reports,

. inspecting and securg ORE (refer to Par 4, Manage ORE, Item #1 for additional

details on the intial inspection,

. ordering title work, appraisals, sureys, envionmental reports, if required, and

coordinate with the FDIC Environmental Specialist and third-par review

appraiser when requied,

. orderig envionmental report and sureys if requied,

. locating and collectig ORE files,

. deterrrung original bid prices or settlement amount in order to reconcile ORE

book values to the general 

ledger,

. locating related loan fies and collecting inormation relative to the ORE such as

appraisals, inspections, propert descriptions, etc.

. preparng ORE fies, in accordance with FDIC's packaging and shipping securty

requirements (to be provided to Contractor under separate cover), and shipment of

fies to the Contractor's office, and;

. any other ORE duties related to researchig, managing, marketing, and disposing

ths product.

Par 2. RESEARCH

1. Discovered Assets: From tie to time the FDIC receives inquies from the private and/or

public sector for tax bils on propert that is not cared on the FDIC's books. If ownership

can be established in the FDIC's name, these assets are tyically labeled "Discovered

Assets". The FDIC's goal is to provide top quality customer service to the public and to

respond to discovered asset inquires in a timely basis.

2. The responsibility of 

the Contractor is to conduct comprehensive research of 

the records and

systems held by the FDIC, and public records to determe if 

the propert is owned by the

FDIC. Should the results of 

the research be that the FDIC is the owner of 

record; the

propert will be booked as a discovered asset, and managed and marketed until disposed.

Should the research conclude that the propert is not owned by the FDIC, the Contractor

will provide evidence to the inquirer and public entities in an effort to correct the records.

Under the FDIC's guidelines, it is required to adequately expose the property in the open
ORE Mangement & Marketing Services

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market prior to accepting an offer. Therefore, this needs to be clearly conveyed to any

party who brings a potential discovered property to the attention of 

the FDIC.

Discovered Asset Process:

. Inquies are received either by phone, e-mail, or though documents mailed to the

FDIC/Contractor. Given the number of inquires that are received, U1e fist step is to

request the inquier to provide proper documentation in the fom of a legal

documents (deed, title commtment, etc.) reflectig the FDIC as the owner of 

the

propert.

. The Contractor will create and keep curent a database contaig the status of 

the

assets being researched and results obtaed. The database should be capable of

storig asset documentation in electronic format.

. The Contractor will review the documents provided and research the FDIC's

systems that car curent and historical inormation on ORE assets to determe if

the asset was previously resolved or if fuer research in the form of a title

commtment is necessar.

. Upon receipt of the title commtment, lhe Contractor will determe if 

the FDIC is

the owner of record

. Should the propert be owned by the FDIC it wil be booked as a discovered asset

and sent to the Contractor's ORE Clearglrocessilig Unit.

. However, should the research on the FDIC's systems and databases, or the title

commtment reflect that the FDIC does not have an ownership interest; the

Contractor will inform the inquirer (in wrting) and make a reasonable effort to

correct the public records.

. On occasion the Contractor may be asked to research the books and records of

taxing jursdictions, municipalities, and political subdivisions to determne if any

real propert remains under the varous capacities of 

the FDIC, but not known to

the FDIC.

Part 3. PREPAR PROPERTIES FOR MATING

1. Conduct initial on-site inspection and evaluation of any propert added to the Agreement.

2. Obtain keys, secure all records and leases and convert locks to master key system.

3. Inspect all areas of the propert and evaluate its condition. Address areas of concern

affecting both marketing and potential 

liabilities. Determine if the property needs to be

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boarded up or if eviction proceedings are recommended.

4. Prepare a list of immediate repairs to preserve the value of 

the propert.

5. Take digital pictues of the propert and complete an inspection report, a sample of which

is included as Appendix IV.

6. Obtain a title commitment or similar service to ascertain ownership and location of the

propert. Utilize a Statement of Work that contais, at a minium, the items shown

under Appendix V.

7. Review title work and clear any title issues that would render title to the propert 00-

marketable. Any title work that requires retention of a law firm must be referred ooder the

FDIC Legal Division procedures, which are set out in the Basic Orderig Agreement in

the arcle titled Legal Representation.

8. Obtai a valuation or BPO from an independent fee appraiser or broker. Should a

valuation be recommended or required, utilize the Statement of Work provided by the

FDIC under Appendix VI as a gudeline.

9. Obtain environmental assessments including Checklist, Phase I, n or II reports from a

licensed, independent envionmental contractor. Hire a contractor to perform remediation

when applicable and in conjunction with the FDIC guidelines with the approval and

coordination of the FDIC Environmental Specialist. All work performed by the any

environmental contractors could be subject to additional oversight by the FDIC

Envionmental Specialist in addition to the normal oversight under the terms of ths

agreement.

10. Upload the assets into the ORE database; image all pertinent documents necessar to set

up the electronic ORE MarketingIanagement file.

Par 4. MAAGE ORE PROPERTIES

Initial Inspection: With five (5) workig days of acquiring a propert, the Contractor shall

conduct the intial on-site inspection and evaluation of propert. Inspect all areas of the property

and evaluate the condition. Address areas of concern affecting both potentialliabi1ities and

marketing. SECUR the propert or determine if eviction proceedings are to be recommended.

Take digital pictues of the propert and complete an inspection report.

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l. Prepare an operating budget considering holding the propert for l8 months. Determine

if the propert should be leased or kept vacant.

2. Prepare a list of immediate repairs to preserve the value of the propert,

3. Take digital pictues of the propert and complete an inspection report.

4. Withn the guidelines established by the FDIC regarding authorization levels for such

actions, correct conditions which are: a) a potential 

liability, b) in violation oflocal or

state santar ordinances or codes, c) detrental to the preservation of 

the propert.

5. Identify all utility accounts by propert/asset name and convert utility bilings into the

Contractor's name as independent contractor for either the FDIC as Receiver for (ban's

name) or the subsidiar corporation.

6. Take action to imediately acquire any revenue or securty deposits held by a previous

propert manager or 

those previously responsible for the propert; notify all sources of

revenue (tenants, vendors, etc.) regardig payment requirements and 

establish curent rent

roll includig sumar of outstanding delinquencies.

7. Prepare and maintain a listing of all personal propert capital equipment and supply

items, if any.

8. Notify and explain to tenants the rent collection procedures and meet with tenants and

identify areas of concern.

9. Review all existing leases, and sumarze lease information.

10. Notify all service contractors and review all existing service contracts, evaluate all

existig suppliers and vendors, and make changes or adjustments to insure compliance

with the Contract and the FDIC's requirements.

l1. Obtai copies of any and all occupancy permts, when applicable.

Other required services and timelines

l. Document propert condition (physical and administrative) on a monthly basis or as

needed, given the location of the propert and the ongoing vandalism activity in the

neighborhood. Document the inspection report using the FDIC Propert Inspection Form

(refer to Appendix IV, Sample Propert Inspection Report) or a similar inspection report

agreed upon with the Oversight Manager.

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2. Update the electronic ORE asset fie on a regular basis with actions taken on the propert

and digital photographs taken durng the inspection.

3. Monitor the approved 18 months Budgetlanagement plan on a monthly basis and make

adjustments accordingly.

4. Together with the Marketing Group, prepare a plan to repair/clean up the propert geared

to enhancing the market appeal of the propert strctly under a liquidation scenaro. On

income producing properties develop a leasing strategy to enhance each property's

revenue production potentiaL.

5. Implement maitenance programs geared to the specific needs of each propert. Each

program shall be designed to ensure that the routine preventive maintenace actions

necessar to preserve the propert's plumbing, mechancal and electrcal systems are

performg effciently. The scope of each program, which shall be documented, may var

substantially depending upon the tye of 

propert involved (e.g., mowing and fence repair

of vacant land to full service maintenance on tenant occupied propertes).

6. Establish procedures for tenants' servce requests, maitain work order logs, and provide

all tenants with instrctions regarding service calls.

7. Promulgate and admnister roles and regulations necessar for the efficient operation of

the propert and the securty, comfort and safety of 

tenants, including obligations

imposed by condominium associations.

8. Develop a leasing plan for rental propert and actively pursue and screen qualified

applicants for new leases and lease renewals. Upon execution of a new lease or

negotiation of a lease renewal, convert leases to the FDIC lease format.

9. Diligently collect all rents, intiate appropriate collection procedures for past due rents

and, intiate and conclude evictions of delinquent tenants. Evictions that require the

retention of a law firm must be conducted under the FDIC Legal Division procedures for

handling legal matters; these are set out in the Basic Orderig Agreement in the aricle

titled Legal Representation.

LO. In accordance with the approved budget, insure that properties under the Agreement are

maintained in a condition to present a clean, well-groomed appearance in order to ensure

maximum "curb appeal" for both prospective and existing tenants.

11. Prepare work specifications and secure competitive bid proposals for routine maintenance

services, tenant improvements, complete constrction of propert and any other matter

related to the management and disposition of the propert, recommend contract awards,

negotiate and enter into maintenance/propert management subcontracts in the capacity

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as an Independent Contractor of the FDIC, provide direct supervision of all contracted

services, evaluate compliance with contract specifications and administer payment under

the terms of the contract. Contracted services to the propert shall be documented

monthly, and shall include before and after photos. Depending on the maintenance needs

of each propert, routine maitenance services may include:

. Security

. Landscape, Maíntenance/Periodic Mowing

. Trash Removal

. Exterior Sweeping

. Jantorial

. Pest Control

. Snow Removal and Sanding

. Equipment Maintenance

12. Winterzation of certain improved properties

13. Work with and provide assistance 

to the FDIC and its designees, including brokers,

listing agents and others, in the liquidation of any propert in ths Agreement and provide

appropriate support to help achieve maximum sales revenue.

Par 5 . TAXS

Ths section relates to the servces required of the Contractor to provide comprehensive propert tax

services and to protest (where applicable) the propert's assessed value. The requested servces

will fall into two categories:

1. Determie the Correct Amount of Propert Taxes Owed on ORE - Provide infonnation

and document the amount of propert taxes owed on real propert. Maitan and update a

database to reflect the tax statu on each propert accordig to industr stadards and

similar to the tax inormation contaed in the FDIC system known as ORES.

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2. Protestig Assess Values - On a regular basis compare the assessed value to the appraised

value and fie tax protest on properties where the assessed value exceeds the appraised value

by 20% or more, or where the potential tax savings/refud exceeds $5,000. This service

needs to be quoted separately and will be used on an as needed basis. If and when the

Contractor is asked to protest a ta valuation the Contractor shall use its best efforts to

preserve the FDIC's right to appeal assessments and pursue refuds for overpayments.

The Contractor shall provide the followig propert tax related services:

3. The Contractor shall address any existing or proposed tax collection actions such as

delinquent tax bils, tax liens, tax foreclosures, tax sale dates or other collection efforts

that may affect properties under ths Agreement. The Contractor shall obtai, from the

taxing authority, a copy of any notification of collection action.

4. The Contractor shall enter and maitai curent tax inormation into their Database. For

reporting puroses, properties shall be identified by the FDIC Asset number and the FDIC

asset name. The Contractor shall update their Database to indicate the statu of all

pending ta appeals and other activities underten by the Contractor.

5. If the property taxes on ORE are delinquent, the Contractor shall obtain a tax statement

showing the amount necessar to brig the delinquent taxes curent. The statement

should indicate separately, on a per year basis, the principal & interest, interest rate(s)

being charged, penalties and per-diem amount for the next sixty- (60) days. By statute

the FDIC is not liable for the payment of 

penalties and interest.

6. If an assigned ORE propert has been sold for nonpayment of 

taxes the Contractor needs

to determine whether or not it is economically feasible to redeem the propert.

7. The Contractor shall notify appropriate taxing authority offces changes in ownership

when properties are sold or have been previously sold by the FDIC should it be a

discovered asset. The information provided to the taxing jursdictions should contain the

purchaser's names and addresses, as well as a copy of 

the recorded documents.

8. The Contractor shall review the tax assessments for the curent year and the previous

year, and compare the assessed valuations to those of comparable properties, and to the

FDIC's appraised value to determine whether the propert is over-assessed.

. The Contractor will file an assessed value appeal on those properties where the

assessor's fai market value equals or exceeds one hundred twenty percent (120%) of

the FDIC's most recent appraised value.

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. Additionally, notwithstanding the 120% assessed value to appraised value threshold

the Contractor shall protest assessed values when the anticipated tax saving or tax

refud equals or exceeds $5,000.00.

9. The Contractor shall determe if any of 

the assigned ORE properties are eligible for any

tye of propert ta exemption, such as agrcultual, horticultual, or other "open space"

exemptions. The Contractor shall seek such exceptions, and will prepare and file the

corresponding applications for such exemptions.

1 O.In cases where propert tax assessments have been reduced, the Contractor shall apply for

refuds of propert taxes overpaid in prior years by the FDIC. Refuds should be noted in

the monthly reporting package.

11. The Contractor should pursue refuds on propertes where the FDIC paid taxes and a

thd par (purchaser, etc.) obtained refuds but did not remit the refund to the FDIC.

12. The Contractor shall act as a consultant, and testify as an expert witness on behaf of the

FDIC in any litigation pertaing to the assessed value of 

the propertes. Fees will be

covered under the Paragraph 2 of 

this section and FDIC travel reguations should there be

travel involved.

Par 6. MATING

The Contractor shall complete the following marketing servces for each propert withi the time

specified below unless the paricular service is determed to be inapplicable to a paricular

propert.

1. Within 15 days of the propert becoming marketable, install a "For Sale" sign reflecting

the phone number of the entity responsible for selling the propert.

2. Regularly inspect each propert at least quarerly after the intial inspection is completed

to determe any condition which might adversely affect the propert's marketability and

to ensure that the signage remais in place.

3. Irtially or as otherwise required, provide a marketing plan for each propert describing

how the continuous listing and the inclusion of the propert in a sealed bid or auction at

AN time durng the term of the listing agreement should be conducted. Provide a profile

of potential buyers and target markets. Upon request, the Contractor shall implement

special marketing and disposition procedures required by the FDIC pertainng to

properties falling under the special environmental resources guidelines; as well as,

properties with environmental hazards that may require an Environmental Remediation

Agreement to be implemented by prospective buyers.

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4. Intially or as otherwise required, provide a budget ofthe total marketing expenses which

will be covered under the asset disposition fee to be paid on this asset. The budget must

specify the cost to develop marketing brochures/packages, flyers or postcards, Internet

access, and other promotional activity necessar to market each property. The FDIC will

only agree to absorb or assume additional marketing costs if these costs are related to an

FDIC initiated/sponsored mass marketing event such as a Sealed Bid Sale or Auction.

5. Contractor must be knowledgeable of 

the FDIC requirements to market and sell propert

under the Affordable Housing Program. Inormation on the FDIC's Affordable Housing

Program can be obtaied at: ww.fdic.govlbuying/owned/affordable. If 

you are unable

to obtain ths information, please contact the FDIC Contracting Offcer for additional

inormation.

6. Intially, or as otherwse requied, at the Contractor's expense prepare a Propert

Inormation Package (pIP) for each propert containig the following where applicable:

Informational Documents:

All Properties

. Executive Sumar - a brief narative description of the propert, containig

dimensions, topography, ,proximity locations, etc.

. Propert location maps and plats or sureys, if available.

. Property pictues.

. Curent propert tax inormation.

. Zoning and flood plain data.

. Environmental reports, if available.

. The FDIC title commtment, title policy or other reliable evidence of ownership.

Improved/Commercial Properties (additional information)

. Leases and servce contracts.

. Curent rent rolls.

. Year-to-date income and expenses.

. Engieerig reports, if available.

Interactive Documents:

. Appropriate purchase and Sale Agreement with its Exlubits.

. purchaser Eligibilty Certification.

. Settlement Statement, if 

Full purchase Price purchase and Sale Agreement is

utilized.

. Appropriate deed instrument.

. Confidentiality Agreement, if rent rolls, leases or other tenant information is

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included.

. Any other state related documents su~h as lead base paint disclosure, riders,

etc.

7. As requied, develop marketing brochures, circulars, due diligence packages, sales aids,

advertisements and any other forms of advertising appropriate for each piopert.

8. Initiate an aggressive canvassing campaign to locate prospective purchasers and promptly

review, analyze and service prospective purchasers as soon as identified. procure

references and make reasonable effort to determine the reliability of all information

provided by the prospective purchaser(s).

9. Provide a market analysis considenng the development of sales activity, past and present,

in each propert's sub-market, and show the sale potential of the propert on a cash and

owner financed basis. Update the ORE system periodically with marketig information.

10. Thoughout the marketing period, conduct advertising, place sign, car out direct.

mailings, include the properties in Multiple Listig Servce, include propertes on the

FDIC internet real estate asset sales site, etc., so as to afford full and complete coverage

in the local, national and/or international market as appropriate.

11. Provide brokerage servces for those properties 

on which sale by broker is deemed the

appropriate marketing method. The Contractor may retain other real estate licensed

brokers or personnel affliated with the Contractor (Sub-contractor) to assist in sellng a

propert. The retention of other real estate brokers should only be used in areas where the

Contractor does not possess adequate coverage to market the FDIC properties though the

use of its own qualified and licensed real estate broker personneL.

12. At all times cooperate with all licensed real estate brokers who have prospective

purchasers for a propert and endeavor to obtain written offers from such prospective

purchasers.

13. Ensure that dedicated personnel are assigned to each propert that can be available to

show the propert on no more than one (1) business day's notice. The Contractor wil

show properties at the request of 

both, the FDIC or any prospective purchaser.

14. Conduct open houses on a regular basis at the Contractor's expense, for improved

properties.

15. All offers shall be submitted on the standard FDIC purchase and Sale Agreement form.

The Contractor shall negotiate the terms of the sale with prospective purchasers. All

Purchase and Sale Agreements must be complete, and must include all Exhibits including

without limitation the purchaser Eligibility Certification and Confidentiality Agreement

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(where applicable). All documents should be signed, executed and dated.

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16. The FDIC priar goal is to enter in to Sales & purchase Agreements for cash; albeit,

where the FDIC is not offerig seller fiancing. Seller fiancing may be available on

specific properties as designated by the Oversight Manager.

17. On a quaerly basis, review the existig portfolio to determine the practicability of

holding mass marketing events such as sealed bid sales or auctions. Plan coordiate, and

execute such events to ensure market exposure and prompt disposition ofthe properties.

Should tls be an FDIC sponsored mass marketig event the Contractor 

will assist the

FDIC by preparg PIPs, showing properties, mailing propert information, collecting

bids, etc.

18. Work with and provide assistance to the FDIC and its designees, includig other

contractors, the Review Appraiser, and others, in the liquidation or mangement of any

propert covered by this Agreement and provide appropriate support to help achieve

maximum sales revenue.

19. Unless previously agreed in writing by the FDIC 

and the Contractor, pay 

all costs and

expenses incured including, but not limted to, all costs and expenses for long distance

telephone calls, presentations to prospective purchasers, travel and entertaient in

connection with the marketing and sale any propert: The Contractor is expected, at its

own expense, to regularly advertse (in any meda) properties that are available. 

for sale.

The FDIC may opt to augment advertisement in parcular for any mass marketing events

sponsored by the Contractor.

20. Prepare work specifications and secure competitive bid proposals for marketig services

where it is determed by the Contractor and the Oversight Manager tht the marketig

needs for a specific propert can be better served by a separate or independent broker.

Provide direct supervision of all subcontracted services, evaluate compliance with

Contract specifications and admnister payment under the terms of 

the Contract.

Subcontracted marketing servces shall be reported to the Oversight Manager monthy.

Subcontracted servces must be in compliance with Section vm, below, and Aricle V of

the Agreement.

21. Make no representations or waranties, whether oral or wrtten, concerng any of the

properties covered under this Agreement including, without limtation, the status of title,

zonig, availability of 

utilities, ingress and egress, or condition of any improvement,

unless such representations or waranties have already been supplied by the FDIC in

wrtig.

22. Secure and safeguard sensitive information concernng any debtors, tenants, purchasers or

other pares. Tenant information, where properties are leased, wil only be released to

qualified purchasers who have properly executed the FDIC's Confdentiality Agreement.

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In all cases personal information on former debtors, tenants, purchasers aid other

interested pares will be kept in secure locations, safeguarded and only released to the

Contractor employees on a "need to know" basis.

23. If requested, conduct purchaser and/or potential purchaser sureys to meaure customer

satisfaction with both the FDIC and the Contractor policies and procedures, response

times, and other service characteristics. Tabulate results and present them to the

Oversight Manager.

24. The Contractor needs to maitai electronic or hard copy files containg infonnation

such as but not lited to, listing price on each propert; showing the initial marketing

date; the curent marketing method; showing the list or askig price; the number of times

the propert was shown durg the past month; the number of 

PIP's distrbuted; all offers,

inquiries or other activity; the sales agent curently assigned by the Contractor and their

phone number; and any other information which may be requested by the Oversight

Manager from tie to tie. The Contractor shall submit copies of any advertsement,

promotional materials or brochures used to promote the sale of the propertes. The list

wil also include the number of cold calls made with phone # and person contacted.

25. At least on a bi-weekly basis review and update the list of 

marketable propertes cared

in the FDIC's web site containig the following inonnation:

. Propert Name

. Propert Type

. Propert address

. Propert county

. Propert state

. Asking price

. Broker contact (Company & Agent)

. Broker phone

. Broker email address

. The Contractor contact (if different from Broker)

. The Contractor phone

. The Contractor email address

. Propert brief description

. Special comments

Section V. REPORTING REQUIREMENTS

The Contractor shall provide to the Oversight Manager a copy of each report identified below.

The Oversight Manager has the sole authority to waive reports for individual properties.

Par 1. GENERA - Due monthly by the tenth (ioth) day of 

the succeeding month:

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1. Account Officer Portfolio Report

2. Pending Sales Report

3. Monthly Closed Report / YTD Sales By Account Officer, Reflecting % of Sales to'

Appraised Value

4. Holding Time Report - Marketable & Unmarketable by Propert Type by Appraised

Value

5. Unmarketable Assets Report

6. Expenditue by Propert Compared to Budget Showing Expenses Incured to Date as a %

of the Appraised Value

7. Insurance YIN; Compare Insured Value to Appraised Value Express the Difference as a

% of the Appraised Value

8. Compare Assess Value to Appraised Value express the Difference as a % of 

the

Appraised Value .

9. Report for Propert Taxes Due by Assets in the Next 60 Days

10. Affordable Housing Clearg Report (if needed)

11. Properties Listed with Brokers w/Broker Inormation

12. Listing of Tax Foreclosures and City Ordiance Violations Received

13. Inspection Report Showig date of last inpection by the Management and Marketing

Account officers

14. Sub-contractors Hired by Contractor

Par 2. DISCOVERED ASSETS - Due monthy by the tenth (10th) day of the succeedig month:

1. Number Inquires Received, Aging of 

Remaing Inquires, Time Spent ths Month,

Cumulative Time Spent, Comments

Par 3. NEW ASSETS - Due monthly 

by the tenth (ioth) day of 

the succeedingrnonth and

quarerly on the tenth (ioth) day of the month following the end of each quarer:

1. Method of Acquisition for all assets acquired the precedig month, due by the 10th of the

following month.

a. Method of Acquisition to include at the end of each calendar quarer, a

compilation of the assets acquired in the last three months, on a month by month

basis and a total of the last thee months.

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Par 4. MATING STATUS - Due monthly by the tenth (10th) day of the succeeding month:

1. Asset Name; Broker Name, Signage (yIN; MLS (yIN; Web Site (yIN; Other

The FDIC shall have the option to amend the required contents of any report or change the

reporting requirements at any time.

Par 5. ADDITIONAL REPORTS

1. Account Offcer Review Report due monthly by the 10th of the following month.

2. Envionmental Statu Report due monthy by the ioth of 

the following month, including

FDIC Environmental Codes.

3. Paral Ownership Report due monthy by the ioth of the following month (including ORE

assets owned by Subsidiar Corporations, Limted parerships, Joint Ventues,

paricipations purchased and paricipations Sold.

4. Delinauent Tax Status Report coverig all ~roperties on v:hich taxes have not been paid

by the ta due date, due monthy on the 10 of the following month.

5. Lease Report, indicating all propertes that have tenants, terms of 

the lease agreement,

monthy rent and renta delinquency status, due monthly by the 10th of the followig

month.

Section VI ADDITIONAL REQUIREMENTS

Meetings and the Contractor's Availabilty: Periodic meetings with the Dallas Regional

Office may be required at the request of the FDIC. The Contractor shall be required to be

available electronically 24 hours a day, 7 days a week, including those holidays which are

tyically worked in real estate sales. The Contractor's telephone shall be answered live durig

the FDIC's core business hours of 8:00 a.m. to 5:30 p.m., C.S.T. or C.D.T., as applicable,

Monday though Friday.

Section VII PERSONNEL CATEGORIS

ORE Closing Assistance Professional

The mid-management staff member is responsible for proviåing assistance to the Asset

Manager Support Team concernng owned real estate (ORE) at a fiancial intitution closing.

Ths manager is charged with ensuring FDIC management's instrctions and policies are

fully complied with on an on-going basis. Areas of responsibility may include diect

supervision of staff and/or provide required technical expertise and assistance to the staff.

Accordingly, this member will manage routine changes in FDIC work load priorities in order

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to meet desired results in a timely maner.

Minium qualifications include:

(a) Four year business, finance, accounting or equivalent degree from an

accredited unversity and five (5) years or more of senior level

managerial/supervsory experience in all aspects of real estate management

and disposition.

(b) Possess an excellent understandig of all aspects of asset management and

disposition oflarge complex real estate assets and financial institution assets

and liabilities.

(c) Ability to read and understand financial institution accou:ntig report

including the general ledger and all related sub ledgers, depreciation

schedules, amortizing asset accounts, intangible assets and ORE related

liabilities.

(d) Ability to read, analyze and comprehend title insurance policies and title

commtments, legal descriptions, contracts, boundar sureys, propert

insection reports, broker opinons on value, appraisals, 

monthy broker

reports, environmental reports and assessments, etc.

( e) Demonstrated experience' in workig with brokerage and propert

management companes on complex assets and in maitag and monitorig

compliance with existing contractual obligations.

(f) Ability to deal effectively and communcate with individuals at all levels.

(g) Ability to exercise restrait and compassion toward former financial

institution employees in sensitive and emotional situations.

(h) Ability to maitain confdentiality concerng any information gathered or

used to compile reports and ensure proper safeguards are in place to protect

any data being reviewed by his assigned team.

(i) Demonstrated experience in implementation of policy and procedures.

(j) Ability to conduct traig programs, internally and externally.

(k) Skill in the preparation of 

routine reports and forms.

(1) Skill in the use of standard offce equipment, i.e., copiers, faxes,

tyewrters and calculators.

(m) Proficiency in Microsoft's Offce Suite Products (Word, Excel, Access and

the like) and the ability to quickly lear standardized softare.

(n) Ability to review and critique the work papers prepared by support staff to

ensure accuracy and compliance with FDIC policies.

(0) Ability to manage product work flow of staff in order to achieve tiely

results given FDIC priorities though monitoring staff 

work loads and

moderating tasks assignents.

Title Research and Clearing Senior Professional

The mid-management staff member is responsible for the daily operations of the title

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Statement of Work

research and clearng area. This manager is charged with ensurng FDIC management's

instructions and policies are fully complied with on an on-going basis. Areas of

responsibility may include diect supervision of staff and/or provide requied techncal

expertise and assistance to the staff. Accordingly, ths member will manage routine changes

in FDIC work load priorities in order to meet desired results in a timely inaner.

Minimum qualifications include:

(a) Ten (10) years of 

well rounded experience in the propert title research and

clearng field. Including a strong understanding of legal issues affecting

propert title and the curative measures that need to be taken to ensure

marketable title. Excellent understandig as to how the propert records and

title companes operate and how to obtai required infonnation from these

entities in order to research and clear propert title in a timely and accurate

maner.

(b) ability to read and analyze legal descriptions, all relevant legal documents,

boundar sureys, etc. in order to determine accurate propert ovmership,

identify title issues and implement title curative measures.

(c) Ability to deal 

effectively and communcate with individuals at all 

levels.

(d) Demonstrated experience in implementation of policy aid procedures.

( e) Ability to conduct trainig programs, internally and exterlly.

(f) Proficient in the use of 

personal computer and Microsoft sofhare

including Excel, Word, Access and other database program.

(g) Ability to manage product work flow of staff in order to achieve timely

results given FDIC priorities though monitoring staff 

work loads and

moderatig tasks assignents.

21
ORE Management & Marketing Services

Statement of Work

Title Research & Clearing Professional:

Shall provide daily techncal expertise and assistance to the staff.

Minimum Qualifications shall include:

(a) Minimum five (5) years of experience in 

curative real estate title issues'

(b) Possess a workig knowledge of how propert record and tax jursdiction

offices operate and how to effectively access the infonnation maintaed by

these agencies in order to identify, describe and obtain the supporting

documents required to attest ownership interest.

(c) Strong wrtten and oral communcation skills.

(d) Ability to effectively deal and communcate with individuals at all levels.

( e) Proficient in the use of personal computer and Microsoft softare including

Excel, Word, Access and other database programs.

Title Research Junior Professional:

Responsible for conducting the daily detailed tasks related to title research and real estate

titlecurative operatìons. Maitai a close relationship to the day-to-day activities of the

supervisor and staff. Performs vared analytcal an admstrative duties requig

general knowledge of the real estate business as it relates to title research and clearng

title.

Minmum Qualifications will include:

(a) Minium 3 years working with a title company.

(b) Basic knowledge of 

the real estate title issues.

(c) Ability to effectively deal and communcate with individuals at all 

levels.

(d) Demonstrated ability to accurately follow oral and/or wrtten instrctions.

(e) Demonstrated skill in the preparation of 

routine analysis and reports.

(f) Knowledge of techncal and fiancial termology to properly classify

materials.

(g) Demonstrated skill in the operation of a personal computer and Microsoft

softare such as Word, Excel and Access.

Section VIII SUBCONTRACTS

Contractor must maintain a wrtten program for insurng all thd-par services reimbursed by

the FDIC are acquired at competitive prices. This includes maitaig appropriate

documentation and fies available to the FDIC, or its designee, for inspection. In order to qualify

for cost reimbursement, Contractor must comply with section 5.1.2 of the Agreement, Other

Reimbursable Expenses. All expenditues equal to, or greater than $5,000, must be approved in

advance by the FDIC Oversight Manager.

22
ORE Management & Marketig Services

Statement of Work

List of Attachments:

Appendix I:

Appendix 11:

Appendix Il:

Appendix IV:

Appendix v:

Appendix VI:

Life Cycle of ORE

Curent Inventory FDIC ORE Properties (To be provided at a later date)

ORE System Data Fields (To be provided at a later date)

Sample Inspection Reports

Sample SOW - Title Report (To be provided at a later date)

Sample SOW - Broker Price Opinion (BPO)

23
APPENDIX I

LIFE CYCLE OF O.R.E.
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APPENDIX II

CURRENT INVENTORY OF O.R.E.

(TO BE PROVIDED)
APPENDIX III

ORE SYSTEM DATA FIELDS

(TO BE PROVIDED)
APPENDIX IV

SAMPLE

PROPERTY INSPECTION REPORT
Inspection Co.:

Management Co.:

Address: Address:

City/StatelZip: City/StatelZip:

Telephone #:

Telephone #:

Inspector (Print): Contact Name:

COMMERCIAL PROPERTY INSPECTION REPORT

Asset Number:

Property Name:

Inspection Date: (mm/dd/yyy) Address:

FDIC Contact:

CitylStatelip:

Property Type:

General Information

COMMERCIAL PROPERTY INCLUDING HOTELS, OFFICE BUILDINGS, APARTMENTS, INDUSTRIAL

WAREHOUSES AND MANUFACTURING FACILITIES.

Land Area:

Structural Improvements:

Building Area:

Number of Units:

Known or Observed Code Violations:

Known or Observed Environmental Conditons:

(Check for Spills, Contaminated Soil, Chemicals)

(Check for Asbestos Tile, Insulation, etc.)

(Check for Fuel Tanks Above or Below Ground)

(Check for Landfills & Environmental Hazard Signs)

Photos Taken and Submited? (YIN)

Name of on-site Property Manager:

(Name, Address, Phone)

Comments:

I

List all parties with access to or possession of keys or lockbox combinations:

Are all structures secured? (YIN)

Is the property winterized? (YIN)

If not secured or winterized, list al/ security issues that need corrective action:

Inspected By:

(Sign)

Inspection Date:
Occupancy

Is the Property occupied, vacant/open, vacant/locked, boarded?

What is the properties condition? (Good, Fair, Poor):

Occupant(s) _ List tenants or other occupants by unit number (List all units and indicate if vacant): Name Unit Number Phone Number Tenant/Previous Debtor

¡"eny Describe the propert:

Comments:

I

A. Structure(s)

i, Type:

ii Condition:

B, Painted Surfaces:

i. Type:

ii. Condition:

C. Foundation:

i. Type:

ii, Condition:

(If more occupants are present, attach additional Pages)

i. PROPERTY DESCRIPTION

II. EXTERIOR OF THE STRUCTURE(S)

D. Exterior Glass Condition:

E. Roofs:

i. Type:

ii. Condition:

F. Air Conditioning Units:

i, Brands:

ii. Tonnage:

iii. Condition:
II. EXTERIOR OF THE STRUCTURE(S) CONT'D

G. Shipping or Loading Docks:

i, Type

ii, Condition

iii, Are loading dock doors secure?

Comments:

H. Type of Water System:

i, Type:

ii. Condition:

I. Type of Sewer/Septic System:

i. Type:

ii. Condition:

J. Parking Lots:

i, Type:

ii Condition:

iii, Any Chuck (Pot) Holes?

iv. Are curbs broken?

v. Do they need to be seal coated?

vi. Do they need to be re-striped?

vii. Are there any abandoned vehicles?

viii, Is there any covered parking? Carports?

Comments:

K. Landscaping:

i. Overall condition:

ii. Is it neat and clean?

iii. Is it adequate?

iv. Are the beds turned?

v. Are there flowering bed plants?

vi. Is the property properly watered?

Comments:

L. Trash Removal System:

i. Frequency of collection:

ii. Size of containers:

iii. Are they in good condition?

M. Signage:

i. Type:

ii. Condition:

iii. Is it adequate for the circumstances?

N. List Exterior Personal Property: List Debris Requiring Removal:

If condition is less than acceptable, describe deficiencies:

III. INTERIOR OF THE STRUCTURE(S):

A Vacant Units:

i, How many?

ii, Is it shell space or improved space?

iii. Has it been trashed out?

iv. Is it in showable condition?

Comments:
III. INTERIOR OF THE STRUCTURE(S) CONT'D:

B. Entry Doors:

i. Type:

ii. Condition:

C. Interior Walls:

i. Type:

ii. Condition:

D. Mechanical System (If Common Utilties) or Systems:

i. Describe:

ii. How many units?

iii. Cleanliness:

iv. Are there any fire extinguishers?

v. Were any flammable materials stored nearby?

E. Basement:

i. Is there a Basement?

ii. Is it neat and clean?

iii. Are all items properly stored?

iv. Are any flammable materials stored there?

F. List Interior Personal Property: List Debris Requiring Removal:

iff cDnd,"Dn Is less than acceptable. desc,¡be deficiencIeS'

A. Maintenance Room:

i. Is there a maintenance room?

ii, Is it neat and clean?

iii, Are all items properly stored?

iv. Are any flammable materials stored there?

v. Is there a fire extinguisher? Is is properly installed?

B. Liability Issues:

i. Fencing around loading, manufacturing areas, pools, etc.:

ii. Balcony/Catwalk issues:

iii. Railing issues:

iv, Stair conditions:

v. Fire escape issues:

vi. Smoke detector issues:

C. Other Notes:

I

iv. ADDITIONAL PROPERTY INSPECTION COMMENTS

D. Location:

How Does the Location affect the value?

E. Marketing:

i. How does the property present itself?
V. OTHER COMMENTS: (Special 

Issues)

write N/A. If the information

onse. Use attachments for

rotected sheetl

Vi. PICTURES TAKEN

( Insert hard copies and add pages for file copy OR Attach electronically 1
Inspection Co.: Management Co,:

Address: Address:

City/StatelZip: City/StatelZip:

Telephone #: Telephone #:

Inspector (Print): Contact:

LAND PROPERTY INSPECTION REPORT

Asset Number: Property Name:

Inspection Date: (mm/dd/yyyy) Address:

FDIC Contact: City/StatelZip:

Property Type:

General Information

LAND. ALL TYES INCLUDING LAND ZONED COMMERCIAL, RESIDENTIAL, FARMLAND. ETC.

Land Area:

Known or Observed Code Violations:

Known or Observed Environmental Conditions:

(Check for Spils, Contaminated Soil, Chemicals)

(Check for Water Accumulation, Wetland Areas)

(Check for Fuel Tanks Above or Below Ground)

(Check for Landfils & Environmental Hazard Signs)

Comments:

I

Photos Taken and Submitted? (YIN)

Inspected By: (Sign)

Inspection Date:
Brieflv Describe the Property:

i. PROPERTY DESCRIPTION

D. Signage:

i. Type:

a. For Sale

b. No Trespass/Dumping

c. Other

ii. Visibility:

iii. Is signage adequate for the circumstances?

A. Accessibility:

i. Is the property accessible from a road?

ii. What is the condition of the road?

ii. Can a vehicle enter onto the property?

iv. Is the property landlocked?

v. Are there sidewalks?

Comments:

B. Fencing:

i, Is partall of the property fenced?

ii, What portion is fenced?

iii. Fence Type:

iv. Condition of the fencers):

Comments:

C. Visibiliy:

i, Is the property visible from a road?

ii. What portion of the property is visible?

. Comments:

Comments:

II. PROPERTY OBSERVATIONS

Front?

Front?

Front?

Front?

Back?

Back?

Back?

Back?

Sides?

Sides?

Sides?

Sides?

Number:

Number:

Number:

Size:

Size:

Size:

Condition:

Condition:

Condition:

E. Mowing Status:

i. Has the property been mowed?

ii. Is the property located in a zoned area or a community?

iii. Is the property in compliance with local mowing laws?

Comments,

F. Improvements:

i, Have any improvements been made to the property?

ii Are they habitable?

iii. Do they constitute a nuisance?

iv. Are they secure?

Comments:
II. PROPERTY OBSERVA TlONS CONT'D

G. List Personal Properly: List Debris Requiring Removal:

I" conditon Is less than acceptable, describe dencienele"

Il. ADDITIONAL PROPERTY INSPECTION COMMENTS

A. Liabilty Issues:

i. Ponds, pools. water retention areas:

ii. Steep terrain:

iii. Hunting:

iv. Well traveled trails:

v. Other evident hazards:

vi. Fencing required:

Comments:

B, Other Notes:

I

D. Location'

How Does the Location affect the value?

E. Marketing:

i. How does the properly present itself?

V. OTHER COMMENTS: (Special Issues)

Instructions: Fil in all items oertainlna to the tvoe of orooert. If the item does not aoolv. write N/A. If the information is not

obtainable, write N/O. Be as complete as possible and do not abbreviate any response. Use attachments for responses

reauirina additional soace. Use "Enter" key to move around on orotected sheet!

Vi. PICTURES TAKEN

r Insert hard copies and add pages for file copy OR Attach electronically 1
Inspection Co.: Management Co.:

Address: Address:

City/StatelZip: City/StatelZip.

Telephone #. Telephone #:

Inspector (Print): Contact Name:

RESIDENTIAL PROPERTY INSPECTION REPORT

Asset Number: Property Name:

Inspection Date: (mm/dd/yyyy) Address:

FDIC Contact: City/StatelZip:

General Information

Property Type: RESIDENTIAL (SFR, CONDO, 1-4)

Land Area:

Structural Improvements:

Building Area:

Number of Units:

Known or Observed Code Violations:

Known or Observed Environmental Conditions:

(Check for Asbestos, Tile or Insulation, Lead Paint)

Name of Condo/Homeowners Assoc,:

Photos Taken and Submitted? (YIN)

Name of on-site Property Manager:

(Name, Address, Phone)

Comments:

I

List all parties with access to or possession of keys or lockbox combinations:

Are all structures secured? (YIN)

Is Property Winterized? (YIN)

ilf not secu",d or winterized, list all security issues that nee corrctive action,

Inspected By:

Inspection Date:
Occupancy

Is the Property occupied, vacant/open. vacant/locked, boarded?

What is the properties condition? (Good. Fair, Poor):

Occupant(s) - List Tenants or other occupants by unit number (List al/ units and indicate if vacant): Name Unit Number Phone Number Tenant/Previous Debtor

Comments:

I

(If more occupants are present, attach additional Pages)

i. PROPERTY DESCRIPTION

Brieflv Describe the Prooertv:

A. Structure(s):

i. Type:

ii Condition:

B. Painted Surfaces:

i. Type:

ii. Condition:

C. Foundation:

i. Type:

ii, Condition:

II. EXTERIOR OF THE STRUCTURE(S)

D. Exterior Glass Condition:

E. Roofs:

i, Type:

ii, Condition

F. Air Conditioning Units:

i. Brands:

ii. Tonnage:

iii Condition:

Comments:

G. Type of Water System:

i. Type:

ii. Condition
ii. EXTERIOR OF THE STRUCTURE(S) CONT'D

H. Type of Sewer/Septic System:

i Type:

Condition:

I. Parking Lots:

i, Type:

ii Condition:

iii, Any Chuck (Pot) Holes?

iv. Are curbs broken?

v, Do they need to be seal coated?

vi, Do they need to be re-striped?

vii. Are there any abandoned vehicles?

Comments:

J. Landscaping:

i. Overall condition:

ii. Is it neat and clean?

iii. Is it adequate?

iv. Are the beds turned?

v. Are there flowering bed plants?

vi. Is the property properly watered?

Comments:

K. Trash Removal System:

i. Frequency of pick-up:

ii. Size of containers:

iii. Are they in good condition?:

L. Signage:

i. Type:

ii, Condition:

iii. Is it adequate for the circumstances?

M. Pool

i. Approximate Size:

ii. Condition:

iii. Diving Board/Slide?

iv, Appearance/Upkeep?

v. Security/Fencing?

vi. Lifeguardl"At Risk" Signs?

N. List Exterior Personal Property: List Debris Requiring Removal:

iff condWon fs less than acceetabfe, describe de"ciencle.,

A. Smoke Detectors:

Comments:

IlL. INTERIOR OF THE STRUCTURE(S):

Location: Operational? :

1

2

3

4

1

2

3

4
II. INTERIOR OF THE STRUCTURE(S) CONT'D:

B. Utilties:

i. Water:

ii. Gas:

iii. Electric

iv. Phone

v. Cable

C. HVAC Systems:

i. Describe:

ii. How many units?

iii, Operational?:

Connected/Disconnected

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

(Y/N)

D. Bedrooms: Size:

1

2

3

4

5

E. Bathrooms: Size:

1

2

3

4

F. Garage/Storage Units:

G, Other Rooms: Description:

1

2

3

4

5

(Y/N)

Condition:

1

2

3

4

5

Condition:

1

2

3

4

Size: Condition:

1

2

3

4

1

2

3

4

Size: Condition:

1

2

3

4

5

1

2

3

4

5

H. Basement:

i, Is there a Basement?

ii. Is it neat and clean?

iii. Are all items properly stored?

iv. Are any flammable materials stored there?

i. List Interior Personal Property:

List Debris Requiring Removal:

If condition Is less than acceptable, describe deficiencies:

A. Liability Issues:

i. Is fencing needed to secure any of the property?

ii, Balcony/Catwalk issues:

iii. Railing issues:

iv. Stair conditions:

v. Fire escape issues:

vi. Smoke detector issues:

iv. ADDITIONAL PROPERTY INSPECTION COMMENTS
IV. ADDITIONAL PROPERTY INSPECTION COMMENTS CONT'D

Comments:

I

J

B Location:

How Does the Location affect the value?

C, Marketing:

i. How does the property present itself?

V. OTHER COMMENTS: (Special Issues)

onses

Vi. PICTURES TAKEN

( Insert hard copies and add pages for file copy OR Attach electronically)
APPENDIX V

SAMPLE SOW - TITLE COMMITMENT

(TO BE PROVIDED)
STATEMENT OF WORK

TITLE INSURCE COMMTMENT

The FDIC requies an origial Title Inurance Commtment in the amount of

$25,000.00. The buyer is to be determed. The commtment is based on the .

propert described in the attached documents.

Ths request is for a Conitment for the issuace of a perment title

inurance policy. The commtment shall include the followig: .

1. Underwter's nae.

2. An original signatue of the issuig title agent.

. 3. Tax report showig all delinquent taes, penalty and interest,

includig al taxparcel il numbers. .

4. Copies of all recorded documents referred to in the Commtment,

and a copy of the deed vestig title in the record owner.

5. Copy of the ta map and subdivision plat. . . ,

ALL COPffS MUST BE LEGffLE.

Please note: ThiS is not an order for a title report, 

title run, title sketch,

run sheet or attorney's opinion. The FDIC wil not pay for any work

that is not submitted in 

accordance with the above requiements.
APPENDIX VI

SAMPLE SOW - BROKER PRICE

OPINION
Appendix VI

BROKER'S PRICE OPINION

STATEMENT OF WORK

Broker shall present an Opinion of Value which meets the following requirements:

1. Include two (2) copies of the Broker's Opinion of Value report (the "Report) with original signatures and seal (if

applicable). The Broker must submit one (1) original invoice for this Broker's Opinion of Value assignment and

two (2) copies of such invoice along with the Report.

2. Be sufficiently descriptive to enable a reviewer to ascertain the estimated value reported and the rationale for the

estimate without going beyond the Report or supporting documentation. The Report shall be competent,

adequate, credible and not misleading.

3. Provide the extent of detail and analysis that is commensurate with the complexity of the assignment. including,

but not limited to, the following: .

a) neighborhood description b) description of the Subject Property .

c) current market data. three (3) comparable sales and three (3) comparable listings

d) marketing time for the Subject Property

4.. Include all of the following tax information on the Subject Property:

a) most current assessed value

b) current tax rates

c) property ID#/appraisal district 10#

d) proposed assessment

e) proposed tax rates

f) taxes paid/past due

5. Include photographs of the Subject Property in the Report.

6. Include verbatim in the Report and any other written opinion prepared by the Contractor relating to this

engagement the following written disclosure:

"THIS IS AN OPINION OF VALUE OR A COMPARATIVE MARKET ANALYSIS AND SHOULD NOT BE

CONSIDERED AN APPRAISAL. In making any decision that relies upon my work, you should know that I

have not followed the guidelines for development of an appraisal or analysis contained in the Uniform

Standards of Professional Appraisal Practice of the Appraisal Foundation."

7. Both the Report and the Invoice must contain the Purchase Order Number.
ATTACHMENT 3

FDIC GENERAL PROVISIONS

These can be obtained at the following website:

l1:www.fdic.govlbu.ioodslindex.html

(If they cannot be obtained, please contact the

Contracting Officer for a hard copy)
ATTACH'MENT 4

SAMPLE TASK ORDER
Attachment 4

FEDERAL DEPOSIT INSURANCE CORPORATION

BASIC ORDERIG AGREEMENT NUMBER: XX

TASK ORDER NUBER: XX

EFFECTIVE DATE: !'C~i.~:-)t; ",~;~~!".:'jt.~s(t~;.- ~,:~",Y:jt

THE PARTIES

Contractor:

Attention:

Address:

Federal Deposit Insurance Corporation

Attention: Contracts Specialist

Address:

SUMMARY OF SERVICE

MUTUAL ASSENT

The Federal Deposit Insurance Corporation ("FDIC") hereby enters into this Task Order with the

party stated above ("Contractor"). Contractor agrees to provide the goods or services stated

herein according to the tenns of this Task Order, its proposal, and in accordance with the terms

and conditions of the above-referenced Agreement. The Paries, by their signatures affxed

hereto, agree to the terms of this Task Order.

CONTRACTOR

FDIC

Signature Date

Signature Date

Name (Typed or Printed)

Name (Typed or Printed)

Title

Title

BOA

Version 3.6

July 2004
TASKORDERNUMBER~

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. Basic Ordering Agreement Number and Title of Agreement.

2. Scope of Service.

Contractor must . .

3. Period of Performance.

The peri~S on the Effective Date of this Task Order and continues

through. . .' ..

4. Place of Delivery or Perfonnance.

5. Deliverables.

6. Compensation.

The Not To Exceed ceiling amount for this Task Order is

llflll~ in accordance with the terms of the Agreement after

the successful completion/delivery of the services/deliverables by Contractor and

acceptance of the services and/or deliverables by the FDIC as outlined in the Scope of

Services and successful completion of any additional requirements in the Agreement.

FDIC will not pay more than the ceiling amount and any additional work must not be

performed without the written approval of the Contracting Officer.

ai ( "ll03:~\.~ -'(~

The personnel qualifications defined in the contract will be used to administer this

contract for both Contractor and Subcontractor personneL. Contractor must provide a

written quartcrly letter certifying to the FDIC Contracting Officer and Oversight Manager

that all Contractor and Subcontractor personnel currently working under this contract

meet each of the qualifications as stated in the contract. The FDIC Oversight Manager

does not have the authority to approve any Contractor or Subcontractor employee who

does not meet all of such labor qualifications without consideration from Contractor.

BOA

Version 3.6

July 2004

2
7. Invoicing.

Contractor must invoice the FDIC as stated in the Agreement

8. FDIC Representatives.

8.1 FDIC Oversight Manager. The term "Oversight Manager" means the person

designated in writing by the Contracting Offcer to represent the FDIC for the purpose of

monitoring technical performance under this Contract. The Oversight Manager is not

authorized to issue any instrctions or directions which effect any substantive change in

this Contract, including but not limited to any increase or decrease in the price of this

Contract, or change in the delivery date(s) or Period of Performance. Specific areas of

delegated authority are more paricularly defined in the Letter of Oversi t Mana er

Confirmation. The Oversight Manager for this Task Order is

and he/she can be reached at ~..~~ ~_.~..; " '~,..¿'~.rt~'':~'''':A ~~~.~')~:~,

8.2 FDIC Contracting Offcer. The term "Contracting Offcer" means a person with

FDIC delegated authority to enter into, modify, administer, and tenninate contracts and

orders. The Contracting Officer for this Task Order is and

he/she can be reached at ir~~ ~... :~.., "~:\.L_~~~:)~.:;lt~~~::~A; ~:.~

~t~E~~~~a~~:o)~:',..;'

9. Incorporation of Terms and Conditions.

All terms and conditions of the referenced Agreement and Contractor's offer are hereby

incorporated by reference as if specifically set forth herein, unless otherwise modified

herein. In case of a conflict, the Agreement takes precedence, followed by the Task

Order, and lastly Contractor's written offer.

10. Key PersonneL.

The following individuals are named as Key Personnel on this Task Order. There wil be

no substitutions of Key Personnel without prior written FDIC approval as stated in the

Agreement.

11. Change of Contractor's Physical Location

Contractor must ensure that all connections and access to the FDIC network and systems

are removed and no longer active using appropriate security procedures at the time of

expiration or termination of this Contract, whether such employees are working on-site or

off-site, and notice must be provided to the Oversight Manager upon completion of these

requirements.

12. Remove Access to Network and Systems

Contractor must ensure that all connections and access to the FDIC network and systems

BOA

Version 3.6

July 2004

3
ATTACHMENT 5

, FDIC CONTRACTOR TRAVEL

. . REIMBURSEMENT GUIDELINES
Attachment 5

CONTRACTOR TRAVEL REIMBURSEMENT GUIDELINES

January 2007

1.0 INTRODUCTION

The Contractor should have a policy that requires its employees to use sound business

judgement in both determining the need for travel, as well as in expending Contractor financial

resources when travel is necessary. The following guidelines are provided to assist the

Contractor in its compliance with contractual requirements to limit expense reimbursement to

those costs that do not exceed FDIC travel reimbursement guidelines. Travelers will not be

reimbursed for excess costs caused by:

. An indirect route as a matter of personal preference

. Premature deparre for personal reasons from a temporary location; or

. Extending a stay for personal reasons.

2.0 APPLICABILITY

To be entitled to Lodgings-Plus per diem reimbursement, the contract must allow for travel and

the Contractor's employee must be on a temporary assignment that is at least 50 miles in

distance from either his/her office or residence. If a temporary assignment concludes during

the workday and is located within 100 miles of 

the Contractor's offcial station or residence, the

Contractor employee is expected to return to their residence, rather than remain at the

temporary location overnight. The cost of travel for spouses, other family members, and

frends is not allowable under any circumstances.

3.0 TRAVEL AUTHORIZATION

Contractors shall ensure that all travel on behalf of the FDIC is necessary and allowable under

the contract. A management offcial of the Contractor shall authorize all travel and travel

vouchers reflecting travel expenditures.

4.0 AIR TRAVEL

Air travel should be in coach class only, unless the employee bears the cost of 

the difference

between coach and first class. Travel should be planned as far in advance as possible to take

advantage of discounted fares; especially, if reasonable certainty exists that the event will take

place. If more than one air carrer offers service, travel should be on the carrer that offers the

lowest price. If a restricted fare is booked and the Contractor's employee requires a change, a

reasonable exchange fee may be claimed. Contractor employees are required to fly on U.S.

flag carrer service under the Fly America Act, unless an exception to the Act applies.

5.0 RENTAL CARS

Generally, no car larger than a mid-size should be rented. The Contractor should have a policy

that requires employees to compare the cost of car rental with other forms of transportation and

to choose the cheaper mode of transportation. The use of rental cars, even if authorized, must
be justified in writing by the traveler and attached to the voucher. Claims for rental car

gasoline must be supported by original receipts.

6.0 LODGING

The Contractor is expected to have a policy that provides for reasonable but not extravagant

lodging accommodations for employees in travel status. The Contractor should make use of

government rates whenever possible; otherwise, corporate rates or other discounts should be

obtained.

If the contract is a level of effort type of contract (e.g., labor hour or time and materials)

with reimbursable travel, and the contractor must be in the Washington, D.C., area

overnight, the contractor is required to stay at the L. Wiliam Seidman Center (Seidman

Center) providing space is available. The contractor shall notify the Contracting Officer

of the need for a reservation, and the Contracting Offcer shall contact the Seidman

Center to make the reservation. If space is not available, the Seidman Center

management wil obtain an alternate reservation, or provide permission for contractor to

obtain alternate lodging. For reimbursement, the contractor must provide written

evidence of lack of availabilty at the Seidman Center at the time of submission of travel

voucher.

Any hotel expenses considered excessive or unreasonable wil not be reimbursed. Instead, in

those cases, lodging reimbursement wil be limited to the U.S. Government GSA lodging rate

for the city in question as listed in the most recent OÀG Offcial Traveler - Travel Guide.

7.0 SUBSISTENCE

Employees on overnight travel status shall be reimbursed on a per diem basis. The current

FDIC per diem rates allowable are listed in Section 16.0 of these Guidelines. Specific per diem

rates for different localities may be found on the General Services Administration web site, the

specific citation for which is as follows: GSA - Domestic Per Diem Rates

When an employee is on per diem, incidental expenses such as laundr and dr cleaning are

considered to be covered by the per diem.

8.0 MISCELLANEOUS EXPENSES

Employees in non-overnight travel status, who are away from their residence at least 11

consecutive hours excluding meal time, and the meal is specifically authorized, should be

reimbursed on actual expense incurred basis with meal cost limited to a $10.00 charge (receipt

needed) or $6.00 without a receipt. According to the IRS regulations, the Contractor must

report this expense as income.

9.0 LONG DISTANCE PERSONAL CALLS

While on travel status, an employcc may claim the actual amount incurred, not to exceed $3 per

day, for personal long-distance telephone calls while on an overnight travel assignment. This is

in addition to per diem, if applicable.

10.0 USE OF PERSONAL OWNED VEHICLE

The Contractor may reimburse an employee for use of 

his /her personal vehicle while on

Contractor related business. The maximum reimbursement rate will be the rate stipulated by

the IRS (See Section 18.0 for the current rates).
In addition, a Contractor employee may be reimbursed 8 cents for the first additional

Contractor employee passenger and 4 cents for each additional Contractor passenger.

According to the IRS regulations, the additional expense reimbursement must be reported as

income to the employee.

If an employee chooses to use his/her own vehicle in lieu of air travel, the maximum

reimbursement will be the lesser of the cost of air travel or mileage reimbursement and the per

diem difference.

NOTE: FDIC does not insure contractors, their employees, or their vehicles for liability.

11.0 TAXICABS

The use of taxicabs is permitted while Contractors are on offcial travel for FDIC. Taxi hire is

appropriate when:

a) public transportation, airport limousine service, and/or hotel courtesy transportation is

not available or when time or other factors make it impractical to use available public

conveyances;

b) traveling between transportation terminals and the residence, hotel, or offce while in an

official travel status; or

c) for travel from the Contractor's residence to the offcial station to depart on an

. assignment requiring at leàst one night's lodging, and from the offcial station to the:

residence on the day the employee retums from that trp.

Taxi fares for trps used to obtain meals will not be reimbursed.

Reimbursement for taxicab fares (plus the customary 15% tip) will be made only if an

appropriate receipt is submitted with the voucher.

12.0 NON-REIMBURSEMENT EXPENSES

Examples of expenses that wil not be reimbursed include the following:

a. alcoholic beverages, entertainment;

b. laundr, dr cleaning and pressing (per diem reimbursement);

c. travel insurance;

d. parking fines;

e. charges incurred because of indirect travel for personal reasons;

f. gratuities and tips paid to porters, waiters, bellboys, and hotel maids inside the lodging

facility (per diem reimbursement);

g. nonproductive time related to official travel to and from one's temporar duty station;

and

h. any charges, fees, or other associated costs related to the making of reservations or other

accommodations for travel.

13.0 RECEIPTS
Except for per diem expenses, valid original receipts are required for all expenditures

regardless of cost. If a receipt is not normally provided for the expense (metro, bus token, etc.),

the certification signed by the traveler on the voucher wil justify the expense.

Receipts submitted with the voucher should be originals indicating the name of 

the payee, date

paid, amount, and the service rendered. This includes the original Passenger Receipt Coupon

of the airline ticket. If an electronic ticket is used, the boarding passes for each flight must be

submitted with the travel voucher.

14.0 TRAVEL VOUCHER COMPLETION

After completion of travel, a travel voucher (may use contractor's voucher) must be submitted

for reimbursement. In addition, dates and times of each departre from residence or offce,

arrval at and the name of the place of temporary assignment, and arrival at the office or

residence must be shown on the travel voucher. A certification signed by the traveler must be

included on the travel voucher that states that the trip indicated was actually taken and that all

expenses are accurate and correct.

15.0 INOICES

Contractors biling for reimbursement of 

travel expenses must submit an original and two (2)

duplicates of each invoice to include all supporting documents.

The penalty for invoicing a travel voucher that falsifies any item in the claim forfeits the claim

(28 U.S.c. 2514). Further, travelers who falsify a claim may be fined or imprisoned for not

more that 5 years or both (18 U.S.c. Section lOOI), and a corporation may be fined up to

maximum of$500,000 (18 U.S.C. Section 3571 (c)).

16.0 PER DIEM FOR OVERNIGHT TRA VEL~

AMOUNT OF PER DIEM TO BE CLAIMED: ¡ ......! I : 'i

¡DEPARTING: Use assignment location

(with per diem rate of: ,______.__.. .w____. _.--.---'-' ....-.------.-..

\$39.00 !$44.00 1$49.00 .$54.00 $59.00 1$64.00 i . ¡ i

¡If you leave between:

i

I

i12 Midnight to 5:59 AM

-~'-" r'

I

ï-'.'"

-_..__...._--------- ._--_.".-. - ---_._." . ._- ..-...--- !$29~i5 ¡$3ioõ:$36~75 '$46.56 -$44.25 r$¡8~o5i

i; . ' ¡ ;$39.00 :$44.00 !$49.00 $54.00 $59.001$64.00\ !: '~

i$19.50.$22.00 :$24.50 $27.00 $29.50'\$32.00 \

16:00 AM to 11 :59 AM

12 Noon to 5:59 PM

6:00 PM to 11 :59 PM :$9.75 $11.00 '$12.25$13.50 $14.75 :$16.00 ii

¡RETURNING: Use assignment location

.with per diem rate of

\$39.00 '$44,00$49.00 $54.00$59.00 :$64.00 ! , ì

If you return between:

12 Midnight to 5:59 AM

i

'$9.75 $11.00 $12.25 $13.50 $14.75 '$16.00:

. .__. .-----_._.-".. - ..----_._- - - .
6:00 AM to 11 :59 AM -----_.. --,.,_....._...~-~-_..."..~._.,.._-_.....

'12 Noon to 5:59 PM

,,'-'- ....... ..-- .._-_..._.........-_..._.'....-- - ,-_._._-_., .-.-..

16:00 PM to 11 :59 PM

\$19.50 \$22.00 :$24.50 $27.00 $29.50 \$32.00 i ! :. .

; ....._...... ._.. ;_._.. ... .._... ,-.._..... _....... ._......_...... ..._....---_. ¡-_........... -

1$29.25 :$33.00 :$36.75 $40.50 $44.25,$48.00 i

.... r$3-9:ao!$4~ï.o-Õi'i49~OO$54.0Ö.-$59:00 ¡$64~ÖO!

_.......~....._--_.. --_.- ---'-""-"'-'-~ ....... -"'-'._-'-".' ,.-. .__. ._....__.--.-.....,-...- -.--~._..

17.0 MEAL DEDUCTIONS

If meals are provided by another person or entity, the following amounts shall be deducted

from per diem rates.

PROVIDED MEALS DEDUCTIBLE FROM MAXIMUM PER DIEM RA TES* ;

:MAIMUMPFjiDiEiViRA TES:' .. ;$39' fS44-- :.$49- . .$54' ....... :S;59 . . :$64-..-: i ;' ' _..______.._______._._.___~___ :-'.-----. 1----- ~----..-- -----.-- ~--..-, !BREAKFAST '$7 ~$8 !$9 $10 1$11 1$12 !

iLUNCH".------------- ~ii-- ;$12-. ;$13 - 5;15."- ;$16 -!$18' : , '

!DINER ------------------- . -_..- .------.--.-. -.-.---- :$ 18-'1$21-- ~24 --'- ~26- ~29'-- ~3i-- :

!INCiDENTALS~---..--------- 00-.----..-...--..---- !$3---. 1$3'-1$3--. .$3-- $3---1$3 --I _________.._._._____.__ ___._______________...- ' ,_.J

*For those destinations that are not listed, the maximum hotel expense shall be $60.00 per day and the

maximum per diem rate shall be $39.00.

18.0 MILEAGE RATE FOR USE OF PERSONAL VEHICLE:

Effective January 1, 2007, the mileage rate allowed for use of a personal vehicle on

business is 48.5 cents per mile.
ATTACHMENT 6

ELECTRONIC INVOICING PROCEDURES
Attachment 6

FEDERA DEPOSIT INSURANCE CORPORATION

ELECTRONIC INVOICE PROCEDURES

For Invoices Processed in the Dallas Offce*

1. Contractors shall email the electronic invoices to the following address:

APDUilfdic.gov. Please include necessar supporting documentation in the file.

2. Contractors shall only email the invoices to the above address and not to the

Oversight Manager (OM) or Contract Specialist (CS) or any other FDIC

personneL. Also, please do not send hard copy originals. This requirement is par

of our internal control and review process and helps avoid duplication. Once

received in the Dallas Accounts Payable offce, invoices are reviewed for

accuracy and compliance before being scaned and entered into the Accounts

Payable System. Once they have been entered, the OM and CS can access them

on line.

3. Contractors shall submit the invoices as a single file document, in .pdf format. If

the fie is too large (in excess of 30 MB) for a single fie document, please submit

either multiple fies or as a zip fie.

4. Files shall not contain social security numbers or personal credit card numbers.

This information should be blocked out if it is present on the invoice's supporting

documentation.

5. Each invoice shall be attached to a separate email and shall conform to the

following naming conventions:

. The name ofthe pdf fie will be the invoice date and invoice number.

Example (2007-03-31 123456).

. The subject line of the email will contain the invoice number and our

Purchase Order number. Example (123456-CORHQ1234).

5. For Task Orders containing provisions for Task Assignents, a separate invoice

and email will be submitted for each Task Assignment.

6. Invoices are paid pursuant to the terms ofthe Purchase Order. Most of our

Purchase Order terms are Net 30 Days. The thirty days begins when the invoice is

received by the FDIC. Ifit reaches our mailbox prior to 2:00 p.m. that is day 1. In

accordance with the Prompt Payment Act, interest is payable to the vendor if

payment is not made within the 30 day period. If the vendor/contractor is required to

correct or resubmit an invoice due to errors, the 30 day clock is reset. In most cases,

we will successfully process the revised invoice within the original 30 day period

and avoid delay of payment.

6. If a contractor/vendor needs to check on the status of an invoice, they can call the

Dallas Accounts Payable Unit directly, or send an email to the email address

shown at the top of this document. If payment has not been received within the
time frame of the Purchase Order terms, please follow up to make sure we have

received the invoice for processing. We will research and let you know the status.

7. Dallas AP Contacts:

David Cooley

Tim Hobbs

Doreen Bedwell

Linda Saville

(972) 761-8638

(972) 761-8643

(972) 761-8644

(972) 761- 8221

* The Dallas Accounts Payable office processes all FDIC bank failure related

invoices plus all FDIC corporate invoices for non-Washington operations. The

Oversight Manager or Contract Specialist mayor may not work in the Dallas

office, so please confirm with the OM or CS that invoices are to be sent to the

Dallas AP Unit for processing.
ATTACHMENT 7

PURCHASE ORDER DOCUMENT

PROVIDED FOR BilliNG PURPOSES

(ONL Y to be provided to Contractor

following Contract Award)