1b Performance Work Statement(PWS) MBS General_11_15_22.pdf

Solicitation No. 86615622R00002 Ginnie Mae Mortgage-Backed Securities Programs Legal Services:

General Legal Assistance and Advice Attachment 1 – Performance Work Statement (PWS)

Performance Work Statement (PWS)

General Legal Assistance and Advice

11/15/2022

General Legal Assistance and Advice

Vision Statement 1 General Information

1.1 Introduction

1.2 Background

1.3 Constraints

1.4 Description of Services

1.5 Non-Personal Services

1.6 Period of Performance

1.7 Place of Performance

1.8 Hours of Operation

1.9 Special Qualifications

1.10 Post Award/Kickoff Conference

1.11 Status Meetings

1.12 Contractor Travel

1.13 Transition In

1.14 Transition Out

2 Definitions and Acronyms

2.1 Definitions

2.2 Acronyms

3. Government-Furnished Property and Services

3.1 Government Services

3.2 Facilities

3.3 Equipment

3.4 Materials

3.5 Quality Assurance (QA)

4 Contractor-Furnished Items and Services

4.1 Facilities

4.2 Equipment

4.3 Material

4.4 Contractor Responsibilities

4.5 Contractor Personnel

4.6 Identification of Contractor Employees

4.7 Quality Control

4.7.1 Quality Control Plan

5 Specific Tasks

5.1 Mortgage-Backed Securities Legal Services

5.2 Other Legal Services

6 Deliverables

6.1 Quality Control Plan

6.2 Acceptance Criteria

7 Performance Requirements Summary 8 Related Documents

General Legal Assistance and Advice

Vision Statement

Government National Mortgage Association (Ginnie Mae) is seeking Contractor support to provide legal services to assist with its Mortgage-Backed Securities (MBS) programs.

1 General Information

1.1 Introduction

Ginnie Mae is seeking Contractor support to provide legal services to assist with its MBS programs.

Services shall include document review, preparing memoranda and legal opinions, and any advice and assistance with matters relating to Ginnie Mae’s MBS programs that do not primarily involve Acknowledgement Agreement reviews or addressing issuer liquidity matters.

1.2 Background

Ginnie Mae is a wholly owned government corporation within the Department of Housing and Urban Development (HUD). Through its programs, Ginnie Mae guarantees privately issued securities backed by pools of mortgages insured or guaranteed by the Federal Housing Administration (FHA), the Department of Veterans Affairs (VA), Rural Development (RD) of the U.S. Department of Agriculture (USDA), and HUD's Public and Indian Housing program (PIH). Ginnie Mae guarantees the timely payment of principal and interest on the securities. This guaranty is backed by the full faith and credit of the United States of America. Ginnie Mae’s MBS programs provide lenders with a source of liquidity and long-term funding for government insured or guaranteed loans.

HUD's Office of General Counsel (OGC) supports Ginnie Mae's programs and provides legal advice to Ginnie Mae on a broad range of matters. In addition to existing in-house expertise, OGC requires a broad range of legal services from outside counsel to support Ginnie Mae. Contractors support OGC by providing legal advice on a variety of issues pertaining to Ginnie Mae's MBS programs. Since 2017, the financial sector has changed and impacted Ginnie Mae securities and its programs. With the recent COVID-19 and cessation of the London Inter-Bank Offered Rate (LIBOR), there has been an increase in need for legal services. The use of Acknowledgement Agreements has increased and become significantly more complex due to the market needing to find more ways to add liquidity in the private market. With just some of these significant changes to the market, legal services are needed to address the legal challenges and risks to Ginnie Mae’s program. OGC seeks contractors capable of providing the support and expertise in the many different legal areas highlighted below in Section 5. This contract focuses on the legal services needed for Ginnie Mae’s MBS programs that do not primarily involve Acknowledgement Agreement reviews or addressing issuer liquidity matters.

1.3 Constraints

The services identified in this PWS will adhere to the rules, regulations, laws, standards, and conventions identified by HUD as well as within the Federal Government. Constraints include the following:

1. The Contractor must abide by the rules of professional conduct in the jurisdiction in which they perform services under this contract as well as the ABA Model Rules of Professional Conduct. In the event of a conflict between any Rules of Professional Conduct, the most restrictive shall apply.

2. Ginnie Mae MBS Guide

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3. Conflicts of Interest

A potential conflict of interest is a serious matter for the Government and it is the Contractor’s responsibility to evaluate for any potential conflicts of interest against any applicable ethics or professional conduct rules prior to the award of the contract and start of any work and inform the Government promptly.

Contractors are required to outline any mitigation plans for potential conflicts and address a situation where representation of the Government creates a conflict of interest that is not consentable or instances in which one party of both parties do not consent to the conflict. Contractors should have a plan to manage and accomplish assignments under this contract that create conflicts of interest for the law firm.

1.4 Description of Services

Ginnie Mae is seeking Contractor support to provide legal services to assist with the MBS programs.

Services shall include legal assistance and advice in the following legal areas listed below. Please refer to Section 5 for more information.

Mortgage-Backed Securities Tax law Intellectual property Information technology Electronic commerce Banking Litigation

The intent is to have two (2) awardees for this contract. Division of work will be between Section 5.1.A and Section 5.1.B. Section 5.2 consists of the other areas where support may be required in connection with providing Section 5.1.A. or 5.1.B services. One Contractor will be assigned work relating to Section 5.1.A services and one Contractor will be assigned work relating to Section 5.1.B services. Both Contractors will be providing Section 5.2 services as those will be done in conjunction with either Section 5.1.A or Section 5.1.B services.

If there are potential or actual conflicts of interest with an assignment or matters that may present the appearance of a conflict, the Contractor must notify the Government. To the extent that one Contractor is unable to perform the work under the contract, such work will become a requirement for the other Contractor. More information on conflicts of interest and the Contractor’s obligation to report them is found in Section 1.9 of this PWS and the conflicts of interest provisions in the contract

1.5 Non-Personal Services

The Government will neither supervise Contractor employees nor control the method by which the Contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual Contractor employees. It shall be the responsibility of the Contractor to manage its employees and to guard against any actions that are of the nature of personal services or give the perception of personal services.

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If the Contractor believes that any actions constitute, or are perceived to constitute personal services, it shall be the Contractor's responsibility to notify the Contracting Officer (CO) immediately. These services shall not be used to perform work of a policy, decision making, or management nature, i.e., inherently governmental functions. All decisions relative to programs supported by the Contactor shall be the sole responsibility of the Government.

1.6 Period of Performance

The period of performance shall be for one (1) 12-month base year and four (4) 12-month option years.

1.7 Place of Performance

The place of performance for this contract will be at the Contractor's facility.

1.8 Hours of Operation

N/A

1.9 Special Qualifications

The Contractor shall be responsible for ensuring that all attorneys under the Contract meet all licensing requirements to perform the legal services under this contract. At a minimum, all attorneys under this Contract are in good standing and active members of a State, the District of Columbia, a U.S. territory, or the Commonwealth of Puerto Rico Bar.

1.10 Post Award/Kickoff Conference

The Contractor shall attend any post award conference convened by the CO or contract administration office in accordance with FAR Subpart 42.5. The Government intends to convene a Post Award Conference with the Contractor within ten business days after contract award. The Contracting Officer will notify the Contractor of the specific date, location, and agenda within five business days after contract award.

1.11 Status Meetings

The Contracting Officer, Contracting Officer Representative (COR) and other Government personnel, as appropriate, may meet periodically with the Contractor to review Contractor performance, requirement status, etc. At these meetings, the Contracting Officer will apprise the Contractor of how the Government views the Contractor's performance or progress of the requirement. The Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the Government. Post Award Conference and subsequent meetings may be held via teleconference.

1.12 Contractor Travel

Prior to travel, the Contractor shall coordinate with and receive Government authorization from the COR for all travel. Reimbursement of travel costs will be in accordance with the Federal Travel Regulation and in accordance with FAR 31.205-46. The Contractor shall travel using the lower cost mode transportation commensurate with the mission requirements. When necessary to use air travel, the Contractor shall use the tourist class, economy class or similar lodging accommodations to the extent they are available and commensurate with the mission requirements. HUD will not reimburse Contractor's local travel. Local travel is defined as travel within fifty (50) miles of Washington, DC.

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1.13 Transition In

N/A

1.14 Transition Out

N/A

2 Definitions and Acronyms

2.1 Definitions

Business/Work Days - Every official work day of the week which are days between and including Monday to Friday. This does not include public holidays and weekends.

Calendar Day - Any day of the week.

Contractor - A supplier or vendor awarded a contract to provide specific supplies or service to the Government. The term used in this contract refers to the prime.

Contracting Officer (CO) - A person with authority to enter into, administer, and/or terminate contracts and make related determinations and findings on behalf of the Government. Note: the only individual who can legally bind the Government.

Contracting Officer’s Representative (COR) - An employee of the U.S. Government appointed by the Contracting Officer to perform contract administration activities in regard to technical issues. This individual has authority to provide technical direction to the Contractor as long as direction is within the scope of the contract, does not constitute a change and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

Deliverable - Anything that can be physically and electronically delivered but may include non-manufactured things such as meeting minutes or reports.

Performance Requirements Summary (PRS) - A listing of the performance requirements under the contract that are to be evaluated by the Government on a regular basis, performance indicators for these requirements, performance standards for these requirement and surveillance methods to be used to determine if performance standards are met.

Performance Standard - The Contractor's performance level required by the Government.

Performance Work Statement (PWS) - A statement of work for performance-based acquisitions that describe the required results in clear, specific and objective terms with measurable outcomes.

Physical Security - Actions that prevent the loss or damage of Government property.

Quality Assurance (QA) - Policies and procedures adopted by the Government to ensure that supplies and services acquired under Government contracts conform to the contracts quality requirements.

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Quality Assurance Surveillance Plan (QASP) - A plan describing how the agency will survey, observe, test, sample, evaluate and document the Contractor's performance in meeting critical performance standards identified in the contract.

Quality Control (QC) - All necessary measures taken by the Contractor to assure that the quality of an end product of service shall meet contract requirements.

Service Contract - A contract that directly engages the time and effort of a Contractor whose primary purpose is to perform an identifiable task rather than to furnish an end item of supply.

Subcontractor - Any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, material, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and any person who offers to furnish or furnishes general supplies to the prime contractor or a higher tier subcontractor. The Government does not have privity of contract with a subcontractor.

Work Week - Monday through Friday, unless specified otherwise.

2.2 Acronyms

AQL - Acceptable Quality Level CFO or OCFO - Office of the Chief Financial Officer of HUD CFR - Code of Federal Regulations CIO or OCIO - Office of the Chief Information Officer of HUD CO - Contracting Officer COR - Contracting Officer Representative CPO - Chief Procurement Officer of HUD EST - Eastern Standard Time (U.S.)

ETC - Estimate to Completion GAO - U.S. Government Accountability Office HUD - U.S. Department of Housing and Urban Development HUDAR - HUD Acquisition Regulation HUD/ISG - Internet Services Group within the Telecom Processing Division HUD Web - HUDs Intranet Web Site and related WEB pages.

IG or OIG - Inspector General (Office of) IT - Information Technology MBS – Mortgage-Backed Securities OCPO - Office of the Chief Procurement Officer OGC - Office of General Counsel of HUD OMB - Office of Management and Budget PL Public Law PM - Project Manager POC - Point of Contact PPM - Project Planning and Management QA - Quality Assurance QASP - Quality Assurance Surveillance Plan TBD - To be determined U.S.C - United States Code

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3. Government-Furnished Property and Services

3.1 Government Services

N/A

3.2 Facilities

N/A

3.3 Equipment

N/A

3.4 Materials

Copies of required materials may be provided to the Contractor in hard copy or soft copy. All materials will remain the property of the Government and will be returned to the COR upon request or at the end of the contract period.

3.5 Quality Assurance (QA)

The Government shall evaluate the Contractor's performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable quality level.

4 Contractor-Furnished Items and Services

The Contractor shall furnish, all facilities, equipment, and supplies required to perform the work under this contract.

4.1 Facilities

The Contractor shall furnish its own facilities.

4.2 Equipment

The Contractor shall furnish its own equipment.

4.3 Material

The Contractor shall furnish its own materials.

4.4 Contractor Responsibilities

The Contractor shall only conduct business with designated Government personnel listed as points of contact (POCs). Names of authorized personnel shall be provided to the Contractor by the Government, in writing, and updated as necessary throughout the contract period.

U.S. Government records, copies of original results and reports, verified original data, corrected data, and corrected supporting final reports which are maintained by the Contractor remain the property of the U.S.

Government. These files/results must be surrendered to the COR.

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4.5 Contractor Personnel

The Contractor shall provide a Contract/Project Manager who shall be responsible for the performance of work. An alternate shall also be designated to act in the absence of the Contract/Project Manager. These Contractor personnel (main point of contact, alternate point of contact) are considered Key Personnel by the Government and shall be listed as such in accordance with HUDAR 2452.237-70, "Key Personnel.

The Contract/Project Manager and alternate shall have full authority to act on all contact matters relating to daily operations of this contract. Accordingly, at a minimum, the points of contact shall have the technical knowledge of the requirement and be in the position to receive assignment, guidance, and direction from the COR and CO per HUDAR 2452.237-73, "Conduct of Work and Technical Guidance" and shall be allocated enough hours to the requirement to ensure successful performance. These points of contact shall each be an employee of the Contractor. An employee of a subcontractor is not acceptable for either of these positions. The Contract/Project Manager or alternate shall be available between the hours of 8:00am to 4:30pm Monday through Friday EST, except Federal Holidays or when the Government facility is closed for administrative reasons.

4.6 Identification of Contractor Employees

When in a government facility, all Contractor/subcontractor personnel shall wear picture identification badges that will distinguish themselves from Government employees. When conversing with Government personnel during business meetings, over the telephone, or via electronic mail, Contractor/subcontractor personnel shall identify themselves as such to avoid situations arising where sensitive topics might be better discussed solely between Government employees.

Contractors/subcontractors shall identify themselves on any attendance sheet or any coordination documents they may review. Electronic mail signature blocks shall identify their company affiliation.

Where practicable, Contractor/subcontractors occupying collocated space with their Government program customer shall identify their workspace area with their name and company affiliation, or at a minimum, "Contractor" after name.

4.7 Quality Control

The Contractor shall establish and maintain a complete quality control program that shall ensure services are performed in accordance with this contract. The Contractor shall develop and implement procedures to identify, prevent, and ensure non reoccurrence of defective services. The Quality Control Plan (QCP) shall be sufficiently detailed to provide the Contractor's methodology for identifying and recruiting qualified personnel. The QCP shall also provide the Contractor's methodology for resolving problems identified by the Government. The QCP shall also provide the Contractor's methodology for establishing an internal feedback system for support personnel and for resolving problems identified by that feedback system. The Contractor's quality control program is the means by which it is assured that the work complies with the requirements of the contract. The Contractor shall provide the associated Quality Control Plan to the Government as directed.

4.7.1 Quality Control Plan

The Contractor shall develop, maintain, enforce, and document a Quality Control Plan. The QCP shall ensure the Government receives the level of quality that is consistent with the requirements specified in this contract. The QCP shall be sufficiently detailed to provide the Contractor's methodology for identifying and recruiting qualified personnel. The QCP shall also provide the Contractor's methodology

General Legal Assistance and Advice for resolving problems identified by the Government during reviews conducted in accordance with its Quality Assurance Surveillance Plan (QASP).

The QCP shall also provide the Contractor's methodology for establishing an internal feedback system for support personnel, and for resolving problems identified by that feedback system.

The QCP shall demonstrate and validate that the services or deliverables to be provided under the contract are completed with a level of quality that meets the minimum performance threshold established in the Government's QASP. The QCP shall address Quality Management Approach, Quality Assurance, Quality Control and Quality Standards.

5 Specific Tasks Attorneys must have at least 2 years of subject-matter expertise that is relevant to the specific tasks for which the attorneys will be assigned. Other personnel assisting in the tasks (e.g., paralegals) must have relevant expertise in his/her role. Expertise includes relevant experience, education, and/or certifications.

5.1 Mortgage-Backed Securities Legal Services

The Contractor shall provide legal services through research, written memoranda, oral advice, attendance at meetings, review of documents, and such other assistance as may be requested. Structured finance and structured finance securities tax law will be important in the services provided under this area. Specific legal services required as detailed below:

A. Mortgage-Backed Securities Programs: Acknowledgement Agreement Reviews and Issuer Liquidity Matters (OPTIONAL TASK)

The tasks in PWS 5.1.A are requirements of a second MBS Legal Services Contract and not requirements of this Contract unless the Contractor on the second MBS Legal Services Contract is unable to perform the work under that contract due to a conflict of interest or capacity issue. In these cases, the tasks that the Contractor on the other MBS Legal Services Contract cannot perform will become a requirement of the instant Contract. The scope of those potential tasks are as follows:

The Contractor shall assist in providing residential MBS legal assistance and advice for Ginnie Mae’s MBS programs as it relates to issuer liquidity matters. This includes the review of Acknowledgement Agreements (AAs). The Contractor shall provide assistance with reviewing the financial agreements that underlie Acknowledgement Agreements such as loan and security agreements, UCC statements, notes, credit agreements, and other supporting documentation involving Ginnie Mae, secured parties, and issuers. Work may include, but is not limited to, legal analysis, communication of legal analysis by phone, written communication, attending meetings with OGC and Ginnie Mae, and drafting of additional provisions and documents recommended regarding these agreements.

The Contractor will also provide general legal support regarding issuer liquidity matters. This includes reviewing Ginnie Mae’s current AA programmatic requirements and determining where updates need to be made such as revising the AA template. The Contractor will also analyze possible MBS program modifications to address issuer mortgage servicing rights (MSRs) (both existing and new) and issuers’ ongoing need for liquidity. The Contractor will assist in evaluating alternative methods and structures to address issuers’ ongoing need for liquidity than what is currently approved by Ginnie Mae. One such project will be looking into the possibility of financing entities partnering with Ginnie Mae issuers to

General Legal Assistance and Advice have greater interest and control of issuers’ MSRs while the issuers remain in good standing with Ginnie Mae. The Contractor will assist in developing eligibility requirements for financiers, including special purpose entities, modifying the developing legal framework for the pilot program based on program changes created by Ginnie Mae, establishing contractual requirements for participating issuers and financiers, identifying applicable commercial terms and conditions for the pilot, delineating commercial, legal, or other restraints on financing entities necessary to protect Ginnie Mae’s interests (for example, the manner in which assets can be held), and all other necessary changes to the MBS Program to accommodate the pilot.

Below are some examples of the legal support required in conjunction with Acknowledgement Agreement Reviews and issuer liquidity matters:

1. Research and advice on MBS programs or products and related market issues;

2. Assistance in drafting or revising guides, handbooks, promotional materials, or other documents;

3. Assistance in reviewing, monitoring, and drafting legislation, regulations, and Federal

Register publications as it relates to AAs or issuer liquidity matters;

4. Assistance with drafting and reviewing agreements, contracts, and memoranda; and

5. Assistance at meetings, when requested.

Performance Standards

a) Standard: Competent legal work delivered on or before the due date established in the assignment or as subsequently determined by the Government 100% of the time.

AQL: Zero Deviation

B. Mortgage-Backed Securities Programs: General Legal Assistance and Advice

The Contractor shall assist in providing residential MBS legal assistance and advice for all of Ginnie Mae’s MBS program issues that do not involve AA reviews or issuer liquidity matters. This includes the Contractor assisting with legal matters regarding program initiatives, issuer defaults, legislations and regulations, budgets, appropriations, statutory authorities, and corporate governance as it relates to Ginnie Mae. For example, the Contractor will provide assistance as Ginnie Mae programs transition away from LIBOR to an alternative rate. This LIBOR work will require the Contractor to provide legal analysis and assistance to successfully implement this transition and create a new security indexed to this alternative rate. Research and advice on the mortgages backing Ginnie Mae securities will be required as the Contractor will provide analysis on how the alternative rate will affect mortgages such as adjustable-rate mortgages and home equity conversion mortgages in the MBS programs. Other areas where legal assistance may be needed involves the newly developed Digital Collateral Program and Ginnie Mae’s enterprise-wide technology modernization initiatives where it is planning to update its infrastructure and incorporate novel business practices (e.g., online notarizations and virtual audits).

The Contractor may be required to analyze legal issues surrounding Ginnie Mae’s statutory authority as a government corporation operating its MBS programs, its relationships with its program participants, corporate governance, or appropriation issues affecting Ginnie Mae’s financial management. Services included here would also involve the development, review, and monitoring of any existing or potential legislation or regulations that would impact Ginnie Mae.

General Legal Assistance and Advice

Below are some examples of the legal support required:

1. Research and advice on MBS programs or products and related market issues;

2. Assistance in drafting or revising guides, handbooks, promotional materials, or other documents;

3. Assistance in reviewing, monitoring, and drafting legislation, regulations, and Federal

Register publications;

4. Assistance with drafting and reviewing agreements, contracts, and memoranda;

5. Assistance at meetings; and

6. Assistance with issuer defaults and efforts to recover portfolios of defaulted issuers.

a) Standard: Competent legal work delivered on or before the due date established in the assignment or as subsequently determined by the Government 100% of the time.

AQL: Zero Deviation.

Deliverables A001 Legal work as described in the assignment

5.2 Other Legal Services

Ginnie Mae requires a wide range of legal services to ensure the success of its programs. The other legal areas listed below are areas that may arise in connection with the services provided in Section 5.1.A (Optional Task) and 5.1.B. To successfully support and perform the services required under Section 5.1.A (Optional Task) and 5.1.B, the Contractor may be required to provide these other areas of legal support, as described below.

A. Tax Law

The Contractor shall assist in providing legal advice and assistance to Ginnie Mae and OGC on tax matters that arise in connection with Ginnie Mae's MBS programs. These matters may include assisting with preparation and issuance of legal opinions required by OGC and Ginnie Mae, review of proposed transactions or assisting with program initiatives to advise Ginnie Mae concerning legal propriety and tax status, and provision of securities tax law advice on MBS and structured finance programs.

B. Intellectual Property

The Contractor shall assist in providing legal advice and assistance to Ginnie Mae and OGC on intellectual property issues or problems which arise in connection with Ginnie Mae's MBS programs or use of MBS as collateral for multiclass securities. These matters may involve ordered services in trademarks, copyrights, service marks, commercial names, designators, patents, and trade secrets; and advice and assistance with disputes, litigation, or administrative proceedings that arise from Ginnie Mae's programs. The Contractor may be required to assist in Ginnie Mae’s representation before federal and state courts, the Trademark Trial and Appeal Board, and internationally before foreign and international tribunals and courts. Services also include activities involved in researching and submitting applications and documents to the United States Patent and Trademark Office.

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C. Information Technology (IT)

The Contractor shall assist in providing legal advice and assistance to Ginnie Mac and OGC on IT law, policy, and compliance issues that arise in connection with Ginnie Mae's MBS programs. Legal advice on these matters may involve acquisition (lease or purchase) and maintenance in support of computer hardware and software, servicing platforms and systems used by Ginnie Mae participants, information management and security, drafting and negotiating agreements, creating enforceable electronic agreements, protecting proprietary assets, networking and internet compliance, protecting content on mobile platforms, minimizing domestic and cross-border liability exposure, developing privacy and data protection policies and ensuring compliance with such policies, representing Ginnie Mae in connection with cross-border data issues and privacy breaches, counseling on digital rights management systems and the prevention of infringing uses of technologies, certification and accreditation issues, hosting, trading, cryptography, and other IT issues.

D. Electronic Commerce (E-Commerce)

The Contractor shall assist in providing legal advice and assistance to Ginnie Mae and OGC in the area of e-commerce law that arise in connection with Ginnie Mae's MBS programs. Legal advice on these matters may involve electronic authentication, development and implementation of rules governing use of e-mortgage loans in the Ginnie Mae programs, document custody issues in connection with e-commerce, review of legislation, regulations and guidelines (e.g., the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001 et seq.), the Government Paperwork Elimination Act (44 U.S.C. 3504 et seq.), the Federal Information Security Management Act of 2002 (44 U.S.C. 3541 et seq.)), and assistance with disputes, litigation, or administrative proceedings.

E. Banking Law

The Contractor shall assist in providing legal advice and assistance to Ginnie Mae and OGC on banking law in connection with Ginnie Mae's MBS programs or use of MBS as collateral for multiclass securities, including banking laws and regulations, the federal banking system, operations of the FDIC, Federal Reserve Board and member banks, Office of Comptroller of the Currency, Office of Thrift Supervision, and other banking regulators, conservatorship, receivership, and matters related to federal recovery efforts.

F. Litigation

The Contractor shall assist in providing legal advice and assistance to Ginnie Mae and OGC in all phases of both affirmative and defensive litigation matters and administrative proceedings. Assistance may be needed in lawsuits or administrative proceedings to exercise Ginnie Mae's rights and remedies against MBS issuers, custodial banks, document custodians, or other interested parties, and to enforce the duties and obligations of these parties. Matters may include, but are not limited to, Ginnie Mae's recovery of missing custodial funds, issuers' attempts to recover advances, recovery of custodial documents, preserving Ginnie Mae's rights against third parties with alleged claims to mortgages backing MBS, bankruptcy or receivership matters, electronic discovery, and issues related to collateral backing Ginnie Mae-guaranteed MBS.

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a) Standard: Competent legal work delivered on or before the due date established in the assignment or as subsequently determined by the Government 100% of the time.

AQL: Zero Deviation.

Deliverables A002 Legal work as described in the assignment

6 Deliverables

The Contractor shall complete all work and submit all deliverables as specified in the Government’s technical direction when work is assigned. The Government reserves the right to make changes to delivery dates. The deliverables shall be communicated by email or phone. The Government may request hard copies, if appropriate.

Number Name Frequency Quantity

A001 Legal work as described in the assignment As assigned As assigned

A002 Legal work as described in the assignment As assigned As assigned

6.1 Quality Control Plan

6.2 Acceptance Criteria

All deliverables shall be submitted either through electronic communications or by phone. Upon review and acceptance by the Government, the Contractor shall address all Government comments and submit a revised response, if applicable, within an agreed upon amount of time.

7 Performance Requirements Summary

The summary chart below lists the contract's primary requirements, the associated performance standards, the expected target performance, and the methods of surveillance. While some contract requirements may not be listed in the chart below, requirements not appearing on the PRS chart do not negate the Contractor's obligation to perform all requirements as specified in the contract. Additionally, HUD reserves all rights and remedies under the provisions and clauses of the contract when performance of any contract requirement, whether or not listed below, is unacceptable.

HUD will develop a Quality Assurance Surveillance Plan to be used to provide contract oversight. In conjunction with various other methods of assessing performance, the COR may perform on-site reviews and/or other types of verification to determine that the specified target performance requirements have been met. Regular review of Contractor performance is critical to the overall success of the contract.

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Performance Requirement Summary (PRS)

Statements Standards/AQLs Incentive/Disincentive

5.1 Mortgage-Backed

Securities Legal Services

a) Standard: Competent legal work delivered on or before the due date established in the assignment or as subsequently determined by the Government 100% of the time.

AQL: Zero Deviation.

5.2 Other Legal Services

a) Standard: Competent legal work delivered on or before the due date established in the assignment or as subsequently determined by the Government 100% of the time.

AQL: Zero Deviation.

8 Related Documents