Attachment 1a_PWS ODD.pdf

Performance Work Statement (PWS)

Ginnie Mae Legal Services to Support the

Multiclass Program - Odd Numbered Deals and Multiclass Transactions Policy

Advisement

02/24/2023

Version 1.0

Vision Statement

1 General Information

1.1 Scope of Work

1.2 Background

1.3 Constraints

1.4 Non-Personal Services

1.5 Period of Performance

1.6 Place of Performance

1.7 Hours of Operation

1.8 Special Qualifications

1.9 Post Award/Kickoff Conference

1.10 Status Meetings

1.11 Contractor Travel

1.12 Transition In

1.13 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 and Information

3.5 Quality Assurance (QA)

4 Contractor-Furnished Items and Services

4.1 Facilities

4.2 Equipment

4.3 Materials

4.4 Contractor Responsibilities

4.5 Contractor Personnel

4.6 Identification of Contractor Employees

5 Specific Tasks

5.1 Project Management Plan

5.2 Conflict of Interest Resolution

5.3 Multiclass Transactions

5.4 Tax Law Advice

5.5 Multiclass Transaction General Legal Assistance and Advice for Program Policy and

Procedures

5.6 Multiclass Alternative Schedule

5.7 COVID-19 Impact on Ginnie Mae Programs

5.8 LIBOR Cessation

5.9 Transition-In Activities

5.10 Transition-Out Activities

5.11 Right to Audit

6 Deliverables

6.1 Quality Control Plan

6.2 Acceptance Criteria

7 Related Documents

8 Performance Requirements Summary

Performance Work Statement (PWS)

Ginnie Mae Legal Services to Support the Multiclass Program

- Odd Numbered Deals and Multiclass Transactions Policy

Advisement

Vision Statement

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

1 General Information

1.1 Scope of Work

The Department of Housing and Urban Development (HUD), Office of the General Counsel (OGC) requires contractor support to provide legal services to support its Multiclass Securities Program. Services include providing recommendations and advice with monthly multiclass transactions, as well as providing general legal advice and assistance for the Multiclass Program, 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 Contractor shall provide legal support services for its Multiclass Securities Program.

The Multiclass Program legal support services shall include:

Project Management Plan Conflict Resolution Plan ODD Numbered Multiclass Transactions Multiclass Transaction General Legal Assistance mortgage-backed securities, structured finance, including Programmatic Advice on Policy and Procedures Tax Law advice for Multiclass Transactions Multiclass Transaction Alternative Schedules COVID-19 Impact on Ginnie Mae Programs LIBOR Cessation Transition In and Out Activities

1.2 Background

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.

Currently, the program consists of REMIC, Platinum, and Stripped MBS Programs. The intent of the Multiclass Securities Program is to further increase the liquidity of Ginnie Mae securities in the secondary mortgage market and to attract new sources of capital for federally insured and guaranteed mortgage loans. Ginnie Mae enabling legislation and regulations and the terms of the Multiclass Guide govern the Ginnie Mae Multiclass Program and are available on the Ginnie

Mae website.

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 expert legal services from outside counsel.

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. ABAs Model Rules of Professional Conduct

2. Ginnie Mae MBS Guide

3. Ginnie Mae Multiclass Guide

4. Ginnie Mae Platinum Guide

1.4 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 programs supported by the Contactor shall be the sole responsibility of the Government.

1.5 Period of Performance

The period of performance for this contract is five (5) years from the date of contract award.

1.6 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.

1.7 Hours of Operation

The Contractor is responsible for providing services between the hours of 8:00 am to 4:30pm 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.

1.8 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.

1.9 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.

1.10 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.

1.11 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.

1.12 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.

1.13 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.

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

The Contractor shall ensure accurate control and accountability of all Government-Furnished Property in accordance with the terms and conditions of this contract. The Government will furnish, at no cost to the Contractor, the GFP shown below.

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

See HUDAR 2452.227-70, Government Information Government materials and information will not be provided.

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 that are not listed under Government-Furnished Property and Services.

4.1 Facilities

The Contractor shall furnish its own facilities.

4.2 Equipment

The Contractor shall furnish its own equipment.

4.3 Materials

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

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 shall be surrendered to the COR.

4.5 Contractor Personnel

See HUDAR clause 2452.237-70 - Key Personnel in the Key Personnel section of the contract.

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.

5 Specific Tasks

5.1 Project Management Plan

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. Ginnie Mae will make comments on the draft. The Contractor shall incorporate these comments into the final

PMP and return it to Ginnie Mae 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 Description(s) of 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

5.2 Conflict of Interest Resolution

Loyalty and independent judgment are essential elements in the lawyer's relationship to a client.

Concurrent conflicts of interest can arise from the lawyer's responsibilities to another client, a former client or a third person or from the lawyer's own interests.

Offerors are required to 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 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. The regular process reports from the contractor shall include detailed information as to how the contractor has been, and will continue to, monitor conflict-of-interest resolution issues as they perform the requirements of the contract.

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 or 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: Entering into and enforcing agreements with all the contractor's attorneys prohibiting such attorneys from representing any parties against the United States, Ginnie Mae, HUD, or any party with respect to matters directly related to, or matters that may have a direct effect on, a specific assignment that is within this contract's scope of work, during and after the contract term.

AQL: Plan evidencing the contractor's ability to handle, identify, and address, potential conflicts of interests surrounding their representation of the government.

A002 Conflict of Interest Resolution Plan

5.3 Multiclass Transactions

a) Standard: Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at meetings, and such other assistance as may be requested.

AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication to Ginnie Mae within five (5) days from the time of assignment.

A003 Email or other electronic confirmation of transaction closing

5.3.1 Pre-Closing Assistance

The Contractor shall review proposed ODD numbered transaction structures, including proposed types of collateral, classes of securities, and their payment waterfalls, to advise Ginnie Mae on legal corporate review and compliance with programmatic requirements, as well as the tax issues.

Performance Standards

a) Standard: Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication to Ginnie Mae within five (5) days from the time of assignment.

5.3.2 Transaction Closings

The Contractor shall:

1) Review the offering and disclosure documents of all the assigned proposed multiclass transactions to advise Ginnie Mae on legal sufficiency.

2) Advise and assist Ginnie Mae during closings, including preparation or review of closing documents as necessary

3) Execute the required closing opinion letter in conformance with Ginnie Mae's standard opinion letters, copies of which are provided with the contract.

4) Provide an email confirmation within Ten (10) calendar days of the transaction closing date, evidencing the completion of the Contractors review of all the proposed transactions

Performance Standards

a) Standard: Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at meetings, and such other assistance as may be requested.

AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication to Ginnie Mae within five (5) days from the time of assignment.

5.3.3 Post-Closing Legal Services

The Contractor shall review all the proposed transaction structures, including proposed types of collateral, classes of securities, and their payment waterfalls within the first three weeks of each month.

Upon completion of their review, the Contractor shall provide email confirmation within ten (10) days of the transaction closing date.

The Contractor shall advise Ginnie Mae on legal corporate review and compliance with programmatic requirements, as well as the tax issues.

The Contractor shall provide:

1) Assistance with any legal issues or problems which arise after issuance of the securities

2) Maintenance of complete files of all transaction documents and the closing books

3) Electronic versions of transaction files and closing books

4) A compressed disk or electronic version of transaction files delivered to Ginnie Mae Ten (10) calendar days after the closing date of the proposed transactions

a) Standard: 100% Review of proposed transactions within the first three weeks of each month.

Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at meetings, and such other assistance as may be requested.

AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication to Ginnie Mae within five (5) days from the time of assignment.

5.4 Tax Law Advice

The Contractor shall provide assistance and legal advice on tax matters that arise in connection with Ginnie Mae's Multiclass transactions. These matters may include the preparation and issuance of legal opinions required by OGC and Ginnie Mae, review of proposed transactions to advise Ginnie Mae concerning legal propriety and tax status, and the provision of securities tax advice on Ginnie Mae's structured finance and MBS programs. Contractors also shall have MBS securities tax law expertise to handle the responsibilities required by the contract because legal advice provided for Ginnie Mae's multiclass programs also impact Ginnie Mae's MBS programs.

Performance Standards

a) Standard: Evidence of the contractor's ability to provide expert tax law advice, and assistance, to Ginnie Mae concerning the Multiclass Securities Program.

AQL: Demonstration of the contractor's level of expertise of tax law as it pertains to structured finance and the Multiclass Securities program.

5.5 Multiclass Transaction General Legal Assistance and Advice for

Program Policy and Procedures

The Contractor shall provide legal advice, assistance, and counsel, including preparation and issuance of such legal opinions as may be required by OGC and Ginnie Mae, regarding policy and procedural issues that arise that are related to the Multiclass Program.

This responsibility may include, but is not limited to, the following specific legal services:

1. Legal advice on product structures, revisions, or enhancements; market issues; and other matters that affect monthly transactions.

2. Assistance in the drafting, revision, or updating of any Multiclass transaction documents, guides, handbooks, legal documents, or promotional materials related to the Multiclass program.

3. Assistance with any legal issues or problems which arise in relation to any given transaction.

4. Advice and assistance as to any matters regarding policy or procedural inquiries or issues that may arise out of Multiclass Securities Program.

Performance Standards

a) Standard: Complete and thorough review of policy and procedural issues presented to the contractor, by Ginnie Mae, arising from the operation of the Multiclass Transaction Program.

AQL: Demonstration of the contractor's level of expertise as it pertains to the issue presented.

5.6 Multiclass Alternative Schedule

The Contractor shall accommodate customized closing settlement calendars. Ginnie Mae has decided to allow sponsors of the multiclass transactions to choose their own final structure, print and closing dates (alternative schedule) to align with industry standards and practices.

Currently, all multiclass transactions follow the same calendar for final structure date, printing, and closing of the transaction. When the current contracts were completed, contractors proposed their prices based on the uniform schedule. With the alternative schedule, OGC anticipates that contractors would have to dedicate additional hours to accommodate customized closing settlement calendars.

Performance Standards

a) Standard: Evidence of the contractor's ability to organize and effectuate legal services for Multiclass Transactions preformed on an Alternative Schedule.

AQL: Plan detailing the contractor's ability to efficiently handle Multiclass Transactions on an Alternative Schedule.

A004 Multiclass Alternative Schedule Plan

5.7 COVID-19 Impact on Ginnie Mae Programs

The COVID-19 pandemic and its effect on homeowners and servicers created unprecedented market conditions in the mortgage financing industry, including financial industry disruption, servicer liquidity concerns, and increased volume of residential mortgage loan originations and refinancings. This market development has been taking up an increasing amount of both OGCs, and outside counsels, labor hours because the London Interbank Offered Rate (LIBOR) has been nearing zero, and the Secured Overnight Financing Rate (SOFR) has already reached zero. These raise concerns, both legal and operational, with impacts cascading from the individual loans to MBS and Multiclass securities. It is anticipated that the impact of this market development, along with an increased volume of monthly structured finance transactions, will continue to evolve and progress throughout the entire process of transitioning from LIBOR to

SOFR.

In response to the COVID-19 global pandemic, in order to assist Ginnie Mae, the Contractor shall provide assistance and legal advice on matters that arise in connection with COVID-19 and its impact on Ginnie Mae's Multiclass transactions to include, but not be limited to:

o Advising Ginnie Mae on the impact of COVID-19 on existing loan agreements that underlie Mortgage-backed securities, which will affect the Multiclass Program.

o Assisting Ginnie Mae on the effect government mortgage relief programs will have on Multiclass Transactions.

Assisting Ginnie Mae in developing and implementing strategic policy and procedural changes to the Multiclass Program in response to the global pandemic.

a) Standard: Evidence of the contractor's ability to navigate the post-global pandemic financial landscape, such that any impact to the program is minimized.

AQL: Demonstration of the contractor's level of expertise as it pertains to the issue presented.

5.8 LIBOR Cessation

Ginnie Mae is seeking contractor support to provide legal services to assist with the phase out of LIBOR and the adoption of an alternative rate, such as SOFR, as it relates to multiclass securities, as well as potential litigation related to LIBOR Cessation and the adoption of an alternative index. Among other functions, the Contractor will provide Ginnie Mae with legal assistance as it relates to the cessation of LIBOR and any replacement rate.

Such legal assistance will include, but is not limited to:

a. Research

b. Written and oral legal analysis,

c. Discussion of contractor findings and review of such policies, and.

d. Participation in Policy discussions.

Work will also include, among other things, analysis of the proposed changes, housing legislation, securities laws, tax requirements, proposed regulations by FHA, IRS, CFPB, the

Federal Reserve Bank, and recommendations of the Alternative Reference Rates

Recommendation Committee (ARRC), assessing litigation risks, crafting new programmatic documents, as well as template transaction documents and disclosures to the investors, to reflect the transition, and providing legal memoranda on various aspects of the transition project.

Performance Standards

a) Standard: Evidence of the contractor's ability to navigate the post-global LIBOR standard financial landscape, such that any impact to the program is minimized.

AQL: Demonstration of the contractor's level of expertise as it pertains to the issue presented.

5.9 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 the 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.

A005 Transition-In Plan

5.10 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-Out 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 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.

A006 Transition-Out Plan

5.11 Right to Audit

The Contractor shall retain all records, processes documentation, controls, flowcharts, and accounts related to Ginnie Mae's Multiclass Transaction 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 performed, 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-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 the non-fixed price transactions 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 all monetary findings. The existence of 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.

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.

6.1 Quality Control Plan

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's quality control program is the means by which they assure themselves that their work complies with the requirements of the contract. The Contractor shall provide the associated Quality Control Plan to the Government as directed.

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 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 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.

The Contractor's QCP shall be delivered to the COR within 30 days after contract award (or with the Contractor's proposal if it is an evaluation factor). The QCP shall be submitted to the COR within five (5) business days when changes are made thereafter.

6.2 Acceptance Criteria

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

o Deliverables shall incorporate all HUD comments;

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

o 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;

o 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.

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

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

7 Related Documents

The Contractor shall abide by all applicable regulations, publications, manuals, policies, and procedures in the performance of this contract.

8 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)

Statements Standards/AQLs Incentive/Remedy

5.1 Project Management

Plan

a) 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

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 of the contract to the offeror until a plan deemed acceptable by the Government is submitted and accepted.

5.2 Conflict of Interest

Resolution

a) NA

AQL: NA

b) Entering into and enforcing agreements with all the contractor's attorneys prohibiting such attorneys from representing any parties against the United States, Ginnie Mae, HUD, or any party with respect to matters directly related to, or matters that may have a direct effect on, a specific assignment that is within this contract's scope of work, during and after the contract term.

AQL: Plan evidencing the contractor's ability to handle, identify, and address, potential conflicts of interests surrounding their representation of the government.

If a Conflict of Interests 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 of the contract to the offeror until a plan deemed acceptable by submitted and approved.

5.3 Multiclass

Transactions

a) NA

AQL: NA

b) Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at meetings, and such other assistance as may be requested.

AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication to Ginnie Mae within five (5) days from the time of assignment.

5.3.1 Pre-Closing

Assistance

a) Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication

5.3.2 Transaction

Closings

a) Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication

5.3.3 Post-Closing Legal

Services

a) 100% Review of proposed transactions within the first three weeks of each month. Review all of the assigned proposed multiclass transactions within the first three weeks of each month and provide general assistance with programmatic legal services through research, written memoranda, closing opinion letters, oral advice, attendance at AQL: As directed by the government at the time of assignment, the contractor will submit a responsive communication

5.4 Tax Law Advice a) Evidence of the contractor's

ability to provide expert tax law advice, and assistance, to Ginnie Mae concerning the Multiclass Securities Program.

AQL: Demonstration of the contractor's level of expertise of tax law as it pertains to structured finance and the Multiclass Securities program.

5.5 Multiclass

Transaction General Legal Assistance and Advice for Program Policy and Procedures

a) Complete and thorough review of policy and procedural issues presented to the contractor, by Ginnie Mae, arising from the operation of the Multiclass Transaction Program.

AQL: Demonstration of the contractor's level of expertise as it pertains to the issue presented.

5.6 Multiclass

Alternative Schedule

a) Evidence of the contractor's ability to organize and effectuate legal services for Multiclass Transactions preformed on an Alternative Schedule.

AQL: Plan detailing the contractor's ability to efficiently handle

If a Multiclass Alternative Schedule is not submitted in a timely, or satisfactory manner, the government will withhold award to the contractor until a plan deemed acceptable by

Multiclass Transactions on an Alternative Schedule.

5.7 COVID-19 Impact

on Ginnie Mae Programs

a) Evidence of the contractor's ability to navigate the post-global pandemic financial landscape, such that any impact to the program is minimized.

AQL: Demonstration of the

5.8 LIBOR Cessation a) Evidence of the contractor's

ability to navigate the post-global LIBOR standard financial landscape, such that any impact to the program is minimized.

AQL: Demonstration of the

5.9 Transition-In

Activities

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

AQL: Plan detailing the contractor's…