Attachment 0001 - PWS Revised.docx

Performance Work Statement (PWS) Ginnie Mae Legal Services to Support the Mortgage-Backed Securities Program - Acknowledgement Agreement Reviews and Issuer Liquidity Matters 10/02/2024 Version 2.0

Performance Work Statement (PWS) Ginnie Mae Legal Services to Support the Mortgage-Backed Securities Program - Acknowledgement Agreement Reviews and Issuer Liquidity Matters

Vision Statement

To achieve operational excellence through the attainment of legal services in support of its Mortgage-Backed Securities program, which serves to increase the liquidity of Ginnie Mae MBSs and attract new sources of capital for federally insured or guaranteed loans.

The Department of Housing and Urban Development (HUD), Office of the General Counsel (OGC) requires contractor support to provide legal services to support its Mortgage-Backed Securities Program (MBS). Services include providing recommendations and advice with Acknowledgement Agreements, as well as providing general legal advice and assistance for MBS Program issuer liquidity concerns, mortgage-backed securities, structured finance, securities, and tax law required to facilitate Ginnie Mae's overall objective of ensuring liquidity in the secondary mortgage market.

The Mortgage-Backed Securities Program legal support services shall include:

· Project Management Plan

· Conflict of Interest Resolution

· Mortgage-Backed Securities

· Tax law

· Intellectual property

· Information technology

· Electronic commerce

· Banking

· Litigation

· Transition In and Out Activities Detailed descriptions of specific tasks are provided in Section 5 - Specific Tasks and Deliverables.

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.

In 1970, Ginnie Mae made history when it pooled government mortgage loans together and created the first mortgage-backed security (MBS). In 1994, Ginnie Mae broadened its investor base for MBSs with the introduction of an innovative and more efficient vehicle, the Real Estate Mortgage Investment Conduit (commonly known in the industry as a REMIC). The mortgage market has matured to include a variety of REMIC securities, each with a broad array of features and each with a different risk-return profile. In July 2004, Ginnie Mae complemented its REMIC product line with the launch of its stripped mortgage-backed securities (SMBS) Trust vehicle.

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. Contractor’s 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 primarily focuses on the legal services needed for Acknowledgement Agreement reviews and 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 preform services under this contract.

2. Ginnie Mae MBS Guide

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 start of any work in which the conflict arises and inform the Government immediately.

Contractors are required to outline any mitigation plans for identified conflict of interest adequate for the government to give informed consent and confirm compliance with ethical standards.

1.4 Description of Services

Ginnie Mae is seeking Contractor support to provide competent legal services related to Mortgage-Backed Securities Legal Services: Acknowledgement Agreement Reviews and Issuer Liquidity Matters. See Section 5 for detailed requirements.

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.

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 Government functions. All decisions relative to the operation of 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 a One Year Base Period and Four 12-month Option period .

1.7 Place of Performance

The place of performance for this contract will be at the contractor's facility. However, the performance may require travel and work performed at HUD facilities in the Washington, DC Metropolitan area work sites.

1.8 Hours of Operation

The Contractor is responsible for providing services between the hours of 8:00 a.m. to 4:30 p.m., Monday thru Friday except for Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closing, or similar Government directed facility closings. The Government reserves the right to change hours of operation or restrict contractor access. Government agencies will not be available during scheduled holidays, inclement weather, weekends, and after duty hours.

The Contractor shall maintain an adequate workforce for the uninterrupted performance of all tasks defined within the contract when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce is essential.

1.9 Special Qualifications

The Contactor shall ensure that all attorneys under this contract meet all licensing requirements to perform the legal services under this contract. A law license confers upon an individual the right to represent clients based in the United States, U.S. territory, The District of Columbia, or the Commonwealth of Puerto Rico, and practice law within the state or territory's courts. For a Contractor to assist OGC, and properly represent Ginnie Mae, under this contract, all attorneys utilized by the Contractor shall possess a valid license to practice law.

1.10 Post Award/Kickoff Conference

The Contractor shall attend any post award conference convened by the contracting activity or contract administration office in accordance with FAR Subpart 42.5 and HUD Acquisition Regulation (HUDAR) clause 2452.237-79 - Post Award Conference.

1.11 Status Meetings

The Contracting Officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the Contractor to also 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 shall take all appropriate action to resolve outstanding issues. 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 at the Contracting Officer's discretion.

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 lowest cost mode of transportation commensurate with mission requirements.

1.13 Transition In

The Contractor shall, upon the Contracting Officer's written notice, furnish Transition-In services as required. As a successor, the Contractor shall have sufficient personnel on board during the ninety (90) day Transition-In period to ensure a smooth transition with the incumbent Contractor. The Contractor shall provide an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized. During the Transition-In period, the Contractor shall become familiar with the requirements in order to commence full performance of services by the end of the contract Transition-In period. Transition-In is not required if the successor Contractor is the incumbent Contractor.

1.14 Transition Out

To minimize any decrease in productivity and to prevent possible negative impacts on additional services, the Contractor shall have sufficient personnel on board during the ninety (90) day Transition-Out period. The incumbent Contractor shall ensure a smooth transition with the successor Contractor during the Transition-Out period, prior to completion of contractual performance. The incumbent Contractor shall aid the successor in the development of plans, procedures, and methods for the assumption of all on going work. The Contractor shall provide an orderly transition of work acceptance and accomplishment, such that full control by the successor Contractor is achieved by the end of the new contract Transition-In period.

1.15 Right to Audit

The Contractor shall retain all records, processes documentation, controls, flowcharts, and accounts related to Acknowledgment Agreements and issuer liquidity matters for Ginnie Mae's Mortgage-Backed Securities Program under this agreement for a period of at least three (3) years from the completion date of any work. Such records, processes documentation, controls, flowcharts, and accounts shall itemize the names of employees, hours worked, services preformed, materials used, and any other costs or expenses.

Such records shall include, but not be limited to, accounting records, written policies and procedures, flowcharts, subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.), all paid vouchers including those for out-of-pocket expenses.

The records shall also include other proposed reimbursements that are supported by invoices, ledgers, cancelled checks, deposit slips, bank statements, journals, original estimates, estimating work sheets, contract amendments and change order files, back charge logs and supporting documentation, insurance documents, payroll documents, timesheets, memoranda, and correspondence.

At any reasonable time, the Contractor shall permit Ginnie Mae or a designated Ginnie Mae Contractor to review and audit all records and accounts related to costs and expenses invoiced to Ginnie Mae which pertain to Acknowledgement Agreements or issuer liquidity matters under this Contract. The contractor shall cooperate with all inspections [i.e. Contract Audit Reviews (CARs), OMB A-123, Appendix A, Operational Risk Assessments (RCSA), Vendor Risk Assessment (VRM), and Continuity of Operations (COOP) activities] and to resolve all findings to Ginnie Mae's satisfaction at no additional cost to the Government.

The contractor agrees that the government may deduct any monetary discrepancies from any invoice submitted by the contractor to correct any and all monetary findings. An authorized agent of Ginnie Mae's signature on timecards or other documents evidencing work performed or materials purchased shall not preclude Ginnie Mae from receiving an adjustment to amounts paid to the Contractor based on an audit, or review, by, or on behalf, of Ginnie Mae.

2 Definitions and Acronyms

2.1 Definitions

Business Day - Every official day of the week which are days between and including Monday to Friday. This does not include federal 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.

Defective Service - A service output that does not meet the standard of performance associated with the Performance Work Statement.

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

Government Furnished Property (GFP ) - Property in the possession of, or directly acquired by, the Government and subsequently furnished to the Contractor for performance of a contract. Government-furnished property includes, but is not limited to, spares and property furnished for repair, maintenance, overhaul, or modification. Government-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Government for continued use under the contract.

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.

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.

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.

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's Representative COTS - Commercial Off-the-Shelf CPO - Office of the 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 IG or OIG - Inspector General (Office of) IT - Information Technology IV&V - Independent Validation and Verification OCPO - Office of the Chief Procurement Officer OIG - Office of Inspector General 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 QCP - Quality Control Plan SCOR - Subordinate Contracting Officers Representative SF - Standard Form TBD - To be determined U.S.C - United States Code 3 Government-Furnished Property and Services

3.1 Government Services

Government Services will not be provided.

3.2 Facilities

Facilities will not be provided by the government.

3.3 Equipment

The Government will not provide any equipment.

3.4 Materials and Information

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 Property and Services

4.1 Facilities

No government facilities will be provided.

4.2 Equipment

The Contractor shall furnish all of its own equipment.

4.3 Materials

The Contractor shall furnish all 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 of performance.

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 upon request.

4.5 Contractor Personnel

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

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

The Contractor must have relevant experience in complex secured transactions and structured finance, administrative law, and policy considerations. Attorneys utilized by the Contractor must have at least two (2) years of subject matter expertise that is relevant to the specific tasks in Section 5 of the PWS for which he/she will be assigned. Other personnel assisting in tasks must also have relevant expertise. Relevant expertise must include experience, education, and certifications.

Accordingly, at a minimum, the POC must have the technical knowledge of the requirement and be in the position to actually receive assignment, guidance, and direction from the COR, PM and CO per HUDAR 2452.237-73, "Conduct of Work and Technical Guidance" and must be allocated enough hours to the requirement to ensure successful performance.

These POC(s) must each be an employee of the Contractor. An employee of a subcontractor is not acceptable for either of these positions.

4.6 Identification of Contractor Employees

All Contractor/subcontractor personnel shall wear company picture identification badges as to 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 as Contractors/Subcontractors 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 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 his 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 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 PWS. The QCP shall address Quality Management Approach, Quality Assurance, Quality Control, and Quality Standards.

5 Specific Tasks

5.1 Program Management

The Contractor shall document all support requirements in a Project Management Plan (PMP). The PMP outlines the Contractors approach to program management, risk management, and communications for all tasks and deliverables included in the PWS. The Project Management Plan shall include a detailed list of properties assigned to the contractor, a detailed report summarizing the engagement with the property, and the completion status of each Benchmarking, including obtaining utility data, inputting that information into Portfolio Manager, and providing reporting and analytics he owner regarding the data.

The PMP shall address all requirements contained in this PWS and define a detailed plan and schedule for the program throughout the periods of performance. The PMP shall show the processes by which the Contractor shall assist HUD in meeting its goals.

The Contractor shall provide Ginnie Mae with a draft PMP at the Kick-off Meeting. MFH will make comments on the draft. The Contractor shall incorporate these comments into the final PMP and return it to MFH for approval within five (5) business days of receiving Ginnie Mae's comments. The PMP is an evolutionary document that shall be updated monthly on the 5th business day of the month. The Contractor shall work from the latest Government-approved version of the PMP.

The PMP shall at a minimum include the following:

· Daily tasks and activities that shall be performed

· Monthly tasks and activities that shall be performed

· Staffing

· Ad hoc meeting plan

· Describe the planned deliverables schedule/process after task assignment

· Engagement Strategy

· Work Breakdown Structure

· Project Schedule in MS Project Format Performance Standards

a) Standard: Document all support requirements in a Project Management Plan (PMP) outlining the Contractors approach to program management, risk management, and communications for all tasks and deliverables included in the PWS.

AQL: Zero Deviation Deliverables A001 Project Management Plan

Quality Control

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 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 Contractor shall provide the associated Quality Control Plan to the Government as directed. The Quality Control Plan (QCP) shall be sufficiently detailed to 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.

Quality Control Plan

The Contractor shall develop, maintain, enforce, and document a Quality Control Plan (QCP). The QCP shall ensure the Government receives the level of quality that is consistent with the requirements specified in his 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 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 PWS. The QCP shall address Quality Management Approach, Quality Assurance, Quality Control, and Quality Standards.

5.2 Legal Services for the Mortgage-Backed Securities Program: Acknowledgment Agreements and Issuer Liquidity Matters

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 related to Ginnie Maes Mortgage-Backed Securities Programs Acknowledgement Agreements and other issuer liquidity matters. Structured finance and structured finance securities tax law will be important in the services provided under this area.

The Contractor shall assist in providing residential MBS legal assistance and advice for Ginnie Maes MBS programs as it relates to issuer liquidity matters. This includes the review of Acknowledgement Agreements (AAs).

The Contractor shall aid 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 Maes 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 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.

The Offeror(s) shall submit the conflict-of-interest resolution plan with the initial offer that clearly identifies how the offeror plans to 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. Specifically, Offerors shall submit a plan proposing how they will accomplish assignments under this contract that create a conflict of interest for the law firm.

After the award of the contract, the successful offeror(s) shall submit regular progress reports to Ginnie Mae detailing how the contractor is implementing the conflict resolution plan they presented at the time of award. Regular process reports from the contractor shall include detailed information as to how the contractor has been, and will continue to, monitor the conflict of interest resolution as they perform the requirements of the contract.

A potential conflict of interest is a serious matter for the Government. Therefore, the below provisions outline this contract's conflict of interest requirements expected from each Contractor.

1. Waiver of Conflicts The Contractor shall comply with the American Bar Association (ABA) Model Rules of Professional Conduct relating to conflicts of interest and the organizational conflict of interest provisions of the FAR. OGC has not waived any potential conflicts of interest as defined by the ABA's Model Rules of Professional Conduct or the FAR. The Contractor agrees to negotiate in good faith concerning the inclusion of any different or additional conflict of interest policies and procedures that may be issued by OGC or HUD.

2. Conflicts of Interest Procedures

a) Prior to the award of the contract and each assignment of a new legal matter, the Contractor shall identify any conflict and shall prepare a detailed written explanation of all actual conflicts, potential conflicts, or matters that may present the appearance of a conflict under the ABA's Model Rules and the FAR. The Contractor shall provide a detailed written plan explaining any, and all, steps the Contractor will undertake to avoid or mitigate such conflicts. Only after receiving this information will the General Counsel or his/her designee determine whether conflicts prevent the Contractor from representing Ginnie Mae, HUD, or other parties in that specific legal matter.

b) Failure to make full and timely disclosures of actual or potential conflicts of interest, or matters that may prevent the appearance of a conflict, as well as failure to comply with HUD's conflict of interest policies and procedures are serious matters.

Such failures may subject the Contractor to corrective action including, but not limited to:

1) Refusal to waive a conflict

2) Termination of this contract for default

3) Debarment of the Contractor from federal contracting

4) Referral to the appropriate state licensing authorities

5) Civil and Criminal actions

c) It is solely within the discretion of the General Counsel or his/her designee to make substantive determination on whether or not a conflict of interest exists and whether any migration plan submitted by the Contractor acceptably avoids or mitigates a conflict. Even the appearance of a conflict may result in the denial of a waiver or other appropriate actions. If matters are transferred to another contractor or entity pursuant to the corrective actions listed above, the Contractor shall follow HUD's policies and procedures and cooperate fully in the orderly transfer of such matters.

d) In addition to complying with the ABA's Model Rules, and the FAR, the Contractor will not, without HUD's written consent:

(1) Represent any parties against the United States, Ginnie Mar, or HUD in any matter that is within this contracts scope of work, during and after the contract term.

(2) Not represent any other parties with respect to matters directly related to, or matters that may have a direct effect on, a specific assignment that is within this contracts scope of work, during and after the contract term.

The Contractor shall enter into and enforce agreements with all its attorneys prohibiting such attorneys from representing any other party regarding a specific matter that is within the scope of work under this contract during the term of the contract and thereafter.

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 Deliverables A003 Legal Work as Described in the Assignment

5. 3 Transition in Activities

The Contractor shall provide an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized. During the Transition-In period, the Contractor shall become familiar with the requirements in order to commence full performance of services by the end of the contract Transition-In period.

Performance Standards

a) Standard: Evidence of the contractor's ability to handle an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized.

AQL: Plan detailing the contractor's ability to effectuate an orderly transition of work Deliverables A004 Transition-In Plan

5.4 Transition Out Activities

The Contractor shall provide a plan that demonstrates their ability to organize, and implement, an orderly transition of work acceptance, and accomplishment, such that any impact to the program is minimized. During the Transition-In period, the Contractor shall demonstrate their familiarity with the requirements in order to commence full performance of services by the end of the contract Transition-In period.

Performance Standards

a) Standard: Evidence of the contractor's ability to handle the an orderly transition of work acceptance and accomplishment such that any impact to the program is minimized.

AQL: Plan detailing the contractor's ability to effectuate an orderly transition of work Deliverables A005 Transition-Out Plan

6 Deliverables

The Contractor shall complete all work and submit all deliverables as specified herein. The Government reserves the right to make changes to delivery dates.

Plan to outline the Contractor's approach to program management, risk management, and communication for all tasks and deliverables included in the PWS.

7 Acceptance Criteria

Each contract deliverable shall meet the following inspection and acceptance criteria in additional to any "Inspection and Acceptance contract terms and conditions:

· Deliverables shall incorporate all HUD comments;

· All deliverables shall be provided to the designated COR first in draft format for review and comment unless specified otherwise by the COR;

· Subsequent final reports shall incorporate the comments, changes, edits, and concerns expressed to the Contractor by the COR. All deliverables shall be grammatically correct, reflect comprehensive research, incorporate complete analysis, and address HUD concerns;

· Acceptance of all deliverables shall be provided in writing by the COR within 5 business days. Upon written notification by the COR, the Contractor shall make any required revisions and resubmit the documentation within 5 business days, and/or submit a final draft within two (2) business days. The COR will inform the Contractor of the final draft.

· The Contractor shall provide any further refinement needed for documents required by the COR;

· All deliverables must be in compliance with Section 508 requirements as established by the Section 508 Access Board and other HUD guidelines; and

· In the event the Government deems a deliverable as unacceptable and the deliverable is rejected, the Contractor shall rework the deliverable at no cost increase to the contract. In the event the Government deems the services are unacceptable and rejects the service, the Contractor shall take action necessary to correct deficiencies and bring the service into compliance with the acceptability standards of the contract.

8 Related Documents

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 the Contractor's Quality Control Plan and various other methods of assessing performance, the COR and PM 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. On a monthly basis, the COR will evaluate the quality of the product or services.

Performance Requirement Summary (PRS)

AQL: Zero Deviation

If a Project Management plan is not submitted at the time of the proposal, or in a timely manner following a request from the government, the government will withhold award to the offeror until a plan deemed acceptable by the Government is submitted and accepted.

AQL: Zero Deviation

AQL: Plan detailing the contractor's ability to effectuate an orderly transition of work

If a Transition-In plan is not submitted in a timely, or satisfactory manner, the government will withhold award to the contractor until a plan deemed acceptable by the Government is submitted and accepted.

AQL: Plan detailing the contractor's ability to effectuate an orderly transition of work

If a Transition-Out plan is not submitted in a timely, or satisfactory manner, the government will withhold award to the contractor until a plan deemed acceptable by the Government is submitted and accepted.