Attachment A- MBS Legal Services AA PWS DRAFT.docx

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MBS Legal Services (Acknowledgement Agreements and Issuer Liquidity Matters)
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86615526MBSLEGAL
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This is a Performance Work Statement (PWS) for legal services supporting the Department of Housing and Urban Development's (HUD) Ginnie Mae Mortgage-Backed Securities (MBS) Program. Ginnie Mae, a wholly owned government corporation within HUD, requires contractor support to provide legal services focused on Acknowledgement Agreements (AA) reviews and issuer liquidity matters. The primary objectives include reviewing financial agreements underlying AAs such as loan and security agreements, UCC statements, and credit agreements; providing legal analysis through written memoranda, oral advice, and attendance at meetings; analyzing MBS program modifications to address issuer mortgage servicing rights and liquidity needs; and assisting in developing eligibility requirements and legal frameworks for program changes. The contractor must have attorneys licensed to practice law in the United States, U.S. territories, the District of Columbia, or Puerto Rico, with demonstrated experience in programmatic AA work, knowledge of residential mortgage-backed securities and structured finance law, and sufficient staffing to handle 6–10 AAs of varying complexity monthly, with potential increases to 15 per month.

The contract period consists of one 12-month base period and four 12-month option periods. The contractor shall perform services at its own facility but may be required to work at HUD facilities in the Washington, DC Metropolitan area during standard business hours (9:00 AM–5:00 PM, Monday–Friday, excluding federal holidays). Key deliverables include a Project Management Plan, Conflict of Interest Resolution Plan, Weekly Status Reports (every Tuesday), Monthly Overview Reports (by the first business day of each month), Transition-In Plan, Transition-Out Plan, and Quality Control Plan. The contractor must comply with American Bar Association Model Rules of Professional Conduct regarding conflicts of interest, must disclose any actual or potential conflicts before each assignment, and must establish agreements with all attorneys prohibiting representation of other parties on matters within the contract's scope during and after the contract term. The Government will furnish materials and information only; the contractor must provide all facilities, equipment, and materials. Travel requires advance coordination with the Contracting Officer's Representative and reimbursement follows Federal Travel Regulations.

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

3/26/2026 2 March 2026

Vision Statement4
1 General Information4
1.1 Scope of Work4
1.2 Background4
1.3 Constraints5
1.4 Non-Personal Services5
1.5 Period of Performance5
1.6 Place of Performance5
1.7 Hours of Operation5
1.8 Special Qualifications6
1.9 Post Award/Kickoff Conference6
1.10 Status Meetings6
1.11 Contractor Travel7
1.12 Transition In7
1.13 Transition Out7
2 Definitions and Acronyms7
2.1 Definitions7
2.2 Acronyms8
3 Government-Furnished Property and Services9
3.1 Government Services9
3.2 Facilities8
3.3 Equipment9
3.4 Materials and Information9
3.5 Quality Assurance (QA)9
4 Contractor-Furnished Items and Services10
4.1 Facilities10
4.2 Equipment10
4.3 Materials10
4.4 Contractor Responsibilities10
4.5 Contractor Personnel10
4.6 Identification of Contractor Employees10
5 Specific Tasks11
5.1 Project Management Plan11
5.2 Conflict of Interest Resolution11
5.3 Legal Services: Acknowledgment Agreements Reviews and Issuer Liquidity Matters13
5.4 Transition-In Activities15
5.5 Transition Out Activities16
6 Deliverables16
6.1 Quality Control Plan17
6.2 Acceptance Criteria17
7 Related Documents18

8 Performance Requirements Summary………………………………………………………………..…………………18

Performance Work Statement (PWS) Vision Statement To achieve operational excellence through the attainment of legal services in support of its Mortgage-Backed Securities (MBS) program, which serves to increase the liquidity in the secondary mortgage market and to 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), Ginnie Mae requires contractor support to provide legal services to support its MBS program. Services include providing recommendations and advice for Acknowledgement Agreements (AA), as well as providing general legal advice and assistance on 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 MBS Program AA legal support services shall include:

· Transition-in Activities

· Project Management Plan

· Legal Services with AA reviews and Issuer Liquidity Matters

· Transition 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 mortgage-backed securities (MBS) 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 mission is to bring global capital into the housing finance market while minimizing risk to the taxpayer. For nearly 50 years, Ginnie Mae has provided liquidity and stability, serving as the principal financing arm for government loans and ensuring that mortgage lenders have the necessary funds to provide loans to consumers. Ginnie Mae delivers mortgage securitization programs for mortgage lenders and attractive offerings for global investors.

Ginnie Mae’s MBS programs provide lenders with a source of liquidity and long-term funding for government insured or guaranteed loans. Ginnie Mae requires legal services in support of its MBS AA and other issuer liquidity matters, as well as providing general legal advice and assistance to facilitate Ginnie Mae's overall objective of ensuring liquidity in the secondary mortgage market

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:

· American Bar Association (ABA) Model Rules of Professional Conduct, including conflicts of interest, professional responsibility and applicable privileges. Model Rules of Professional Conduct - Table of Contents

· Ginnie Mae MBS Guide. MBS Guide

· Revolutionary Federal Acquisition Regulation Overhaul (RFO). https://acquisition.gov/far-overhaul/far-part-deviation-guide

· HUDAR HUDAR | Acquisition.GOV

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 shall be for one (1) base period of 12 months and four (4) 12-month option periods.

1.6 Place of Performance

The services to be performed under this contract shall be performed 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

If work is required to be performed at HUD facilities, then the Contractor is responsible for providing services between the hours of 9:00am – 5:00pm 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 Contractor 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 and properly represent Ginnie Mae, under this contract, all attorneys utilized by the Contractor shall possess a valid license to practice law.

In addition to having a valid law license, the Contractor must have the following capabilities:

· Experience providing programmatic Acknowledgement Agreement (AA) work.

· Have a book of business that will avoid frequent ethical conflicts of interest that would prevent the firm from representing Ginnie Mae on AA work or issuer liquidity matters.

· Knowledge of residential mortgage-backed securities, structured finance, and tax law.

· Have a sufficient number of licensed attorneys on staff to provide assistance with 6-10 AAs of varying complexity per month. However, the number of AAs may increase to 15 per month.

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 HUD Acquisition Regulation (HUDAR) clause 2452.237-79 - Post Award Conference.

1.10 Status Meetings

The Contracting Officer, Contracting Officer’s 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 appraise the Contractor of how the Government views the Contractor's performance or progress of the requirement. The Contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the Government. Post Award Conference and subsequent meetings may be held via teleconference 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.

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 thirty (30) days 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) days 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.

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 regarding technical issues. This individual has authority to provide technical directions to the Contractor if direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have the 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) - Government-furnished property is 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 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 ensure that the quality of an end product of service shall meet contract requirements.

2.2 Acronyms

AQL - Acceptable Quality Level CFR - Code of Federal Regulations CO - Contracting Officer COR – Contracting Officer’s Representative HUD - U.S. Department of Housing and Urban Development HUDAR - HUD Acquisition Regulation MBS – Mortgage-Backed Securtity OFL – Office of Finance Law within OGC OGC – Office of General Counsel of HUD POC - Point of Contact QA - Quality Assurance QASP - Quality Assurance Surveillance Plan QCP - Quality Control Plan RFO – Revolutionary Federal Acquisition Regulation Overhaul 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.

3.3 Equipment

Equipment will not be provided.

3.4 Materials and Information

See HUDAR 2452.227-70, Government 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 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 all facilities required to perform the services identified within the PWS.

4.2 Equipment

The Contractor shall furnish all equipment required to perform the services identified within the PWS.

4.3 Materials

The Contractor shall furnish all materials required to perform the services identified within the PWS.

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.

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 so 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 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 project management, risk management, and communications for all tasks and deliverables included in the PWS. The Government shall provide a detailed list of active AAs and issuer liquidity matters, a detailed status report, including accompanying documents and estimated completion dates.

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. Office of Finance Law (OFL) will make comments on the draft. The Contractor shall incorporate these comments into the final PMP and return it to OFL 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: The draft PMP shall be delivered by the Contractor at the Kick-off meeting. The final PMP shall be submitted for approval within five (5) business days of receiving OFL's comments. The PMP is an evolutionary document that shall be updated monthly on the 5th business day of the month.

AQL: TBD

Deliverables A001 Project Management Plan

5.2 Conflict of Interest Resolution

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 or both parties do not consent to the conflict. Specifically, Offerors shall submit a plan proposing how they will accomplish assignments under this contract that creates a conflict of interest for the law firm.

After the award of the contract, the successful offeror(s) shall submit regular progress reports to OFL 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. Office of General Counsel (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 cause

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 determinations 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 Mae, 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: The Conflict of Interest Plan shall be delivered by the Contractor at the Kick-off meeting. The final Plan shall be submitted for approval within five (5) business days of receiving OFL’s comments.

AQL: TBD

Deliverables A002 Conflict Resolution Plan

5.3 Legal Services: Acknowledgment Agreements Reviews and Issuer Liquidity Matters

5.3.1 Acknowledgement Agreements Reviews.

The Contractor shall provide assistance with reviewing the financial agreements that underlie AAs such as loan and security agreements, UCC statements, notes, credit agreements, and other supporting documentation involving Ginnie Mae, secured parties, and issuers. The Contractor shall communicate its legal analysis by telephone, virtual conferences, written communication, attending meetings with OFL and Ginnie Mae, and drafting of additional provisions and documents recommended regarding these agreements. 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 Mae’s AAs. Structured finance and structured finance securities tax law will be important in the services provided under this area.

The Contractor shall submit a Weekly Status Report every Tuesday to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL. The weekly status report shall include:

· Matter name

· Assigned OFL attorney

· Status update The Contractor shall also submit a Monthly Overview Report by the first (1st) business day of every month to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL. The monthly overview report shall include:

· Matter name:

· name of issuer

· name of secured party

· name of lender

· date of assignment

· new facility or A&R facility

· year of initial issuance

· type of facility (VFN vs. term)

· structure of facility (secured loan vs. securitization)

· amendment/extension/increase of existing facility

· additional parties to existing facility

· restructuring of existing facility.

· Assigned OFL attorney

· Status update

· Tracking ID Performance Standard:

a) Standard: The Contractor’s Weekly Status Report shall be submitted in the format prescribed above every Tuesday to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL.

AQL: Three (3) business day deviation from standard.

b) Standard: The Contractor’s Monthly Overview Report shall be submitted in the format prescribed above by the first (1st) business day of every month to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL.

AQL: Four (4) business day deviation from the standard.

Deliverables A003 Weekly Status Report A004 Monthly Overview Report

5.3.2 Issuer Liquidity Matters

The Contractor will also provide legal support regarding issuer liquidity matters. This includes reviewing Ginnie Mae’s current AA programmatic requirements and determining where updates need to be made such as revising the AA template. The Contractor will also analyze possible MBS program modifications to address issuer mortgage servicing rights (MSRs) (both existing and new) and issuers ongoing need for liquidity.

The Contractor will assist in evaluating alternative methods and structures to address issuers ongoing need for liquidity other than what is currently approved by Ginnie Mae. The Contractor will assist in developing eligibility requirements for program participants or parties to the AAs, legal framework for program changes created by Ginnie Mae, identifying applicable commercial terms and conditions, delineating commercial, legal, or other restraints on financing entities necessary to protect Ginnie Mae’s interests, and all other necessary changes to the MBS Program.

The Contractor shall communicate its legal analysis by telephone, virtual conferences, written communication, attending meetings with OFL and Ginnie Mae related to 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 issuer liquidity matters. Structured finance and structured finance securities tax law will be important in the services provided under this area.

5.4 Transition-In Activities

Upon the contract execution the Government shall provide a detailed list of active Acknowledgment Agreements and issuer liquidity matters, a detailed status report, including accompanying documents and estimated completion dates.

The Contractor shall, upon the CO's written notice, furnish Transition-In services as required. As a successor, the Contractor shall have sufficient personnel on board during the thirty (30) day Transition-in period to ensure a smooth transition from the incumbent Contractor.

The Contractor shall provide OFL with a draft Transition-in Plan at the Kick-off Meeting. The Contractor shall identify any missing documentation/information necessary for the performance under the contract. OFL will make comments on the draft. The Contractor shall incorporate these comments into the final Transition-in Plan and return it to the COR for approval within five (5) business days of receiving OFL’s comments. The Contractor shall work from the latest Government-approved version of the Transition-in Plan. The Transition-in Plan shall provide for: (i) the orderly transition of work acceptance such that any impact to the program is minimized; (ii) detail steps for the Contractor to familiarize itself with legal services required to commence full performance of services by the end of the Transition-In period. Transition-In is not required if the successor Contractor is the incumbent Contractor.

Performance Standards

a) Standard: The Contractor shall submit final Transition-in Plan as described above within five (5) business days of receiving OFL’s comments on the initial draft.

AQL: TBD

Deliverables A005 Transition-In Plan

5.5 Transition-Out Activities

The Contractor shall provide a detailed list of active AAs and issuer liquidity matters, a detailed status report, including accompanying documents and estimated completion dates.

The Contractor shall, upon the CO's written notice, furnish Transition-out services as required. As an incumbent, the Contractor shall have sufficient personnel on board during the ninety (90) day Transition-out period to ensure a smooth transition to the successor Contractor.

The Contractor shall provide OFL with a draft Transition-out Plan by the end of base performance period. OFL will make comments on the draft. The Contractor shall incorporate these comments into the final Transition-out Plan and return it to the COR for approval within thirty (30) business days of receiving OFL’s comments. The Contractor shall work from the latest Government-approved version of the Transition-out Plan. The Transition-out Plan shall provide for: (i) the orderly transition of work acceptance by the successor Contractor such that any impact to the program is minimized; (ii) detail steps for the Contractor to assist the successor Contractor to familiarize itself with legal services required to commence full performance of services by the end of the Transition-out period. Transition-out is not required if the successor Contractor is the incumbent Contractor.

Performance Standards

a) Standard: The Contractor shall submit final Transition-out Plan as described above within 30 (30) business days of receiving OFL’s comments on the initial draft.

AQL: TBD

Deliverables A006 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.

Number
Name
Frequency
Quantity
A001
Project Management Plan
1
1
A002
Conflict Resolution Plan
1
1
A003
Weekly Status Report
Weekly
1
A004
Monthly Overview Report
Monthly
1
A005
Transition-in Plan
1
1
A006
Transition-out Plan
1
1
A007
Quality Control Plan (QCP)
1
1

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 a 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.

Performance Standard:

Standard: 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 fourteen (14) business days when changes are made thereafter.

AQL: Zero Deviation Deliverable A007 Quality Control Plan (QCP).

6.2 Acceptance Criteria

Each contract deliverable shall meet the following inspection and acceptance criteria in addition 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.

· 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 N/A 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) Standard: Document all support requirements in a PMP outlining the Contractor’s approach to project management, risk management, and communications for all tasks and deliverables included in the PWS.

AQL: The draft PMP shall be delivered by the Contractor at the Kick-off meeting. The final PMP shall be submitted for approval within five (5) business days of receiving OFL's comments. The PMP is an evolutionary document that shall be updated monthly on the 5th business day of the month.

If a PMP is submitted before the due date, the COR shall note the excellent performance in the COR’s files.

5.2

Conflict of Interest Resolution Plan

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 contracts scope of work, during and after the contract term AQL: The Conflict of Interest Plan shall be delivered by the Contractor at the Kick-off meeting. The final Plan shall be submitted for approval within five (5) business days of receiving OGC’s comments.

If a Conflict of Interest Resolution Plan PMP is submitted before the due date, the COR shall note the excellent performance in the COR’s files.

5.3
Legal Services

a) Weekly Status Report

b) Monthly Overview Report

a) Standard: The Contractor’s Weekly Status Report shall be submitted in the format prescribed above every Tuesday to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL.

AQL: Three (3) business day deviation from standard.

b) Standard: The Contractor’s Monthly Overview Report shall be submitted in the format prescribed above by the first (1st) business day of every month to the Assistant General Counsel, Deputy General Counsel, COR and the assigned staff attorney in the OFL.

AQL: Four (4) business day deviation from the standard.

5.4 Transition-In Activities
Standard: The Contractor shall submit final Transition-in Plan as described above within five (5) business days of receiving OFL’s comments on the initial draft.

AQL: The Contractor shall submit final Transition-in Plan no later than seven (7) business days of receiving OFL’s comments on the initial draft.

If a Transition-In Plan is submitted before the due date, the COR shall note the excellent performance in the COR’s files.

5.5
Transition-Out Activities
Standard: The Contractor shall submit final Transition-out Plan as described above within 30 (30) business days of receiving OFL’s comments on the initial draft.

AQL: The Contractor shall submit final Transition-in Plan no later than forty-five (45) business days of receiving OFL’s comments on the initial draft.

If a Transition-Out plan is submitted before the due date, the COR shall note the excellent performance in the COR’s files.

6.1
Quality Control Plan
Standard: 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 fourteen (14) business days when changes are made thereafter.

AQL: Zero Deviation If a Quality Control Plan is submitted before the due date, the COR shall note the excellent performance in the COR’s files.

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