REVISED_GNMA_Legal_Services_Solicitation_DU100G-17-R-0001_030317.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF 102 pages

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 RCS-T-2017-00002

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

08/29/17 DU100G-17-R-0001 February 03, 2017

7. FOR SOLICITATION a. NAME b. TELEPHONE NUMBER (No collect calls) 8.OFFER DUE DATE/LOCAL TIME

INFORMATION CALL: Tabitha Painson-McLeod 202-402-7132

9. ISSUED BY CODE 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB 12. DISCOUNT TERMS

U.S. Department of Housing & Urban Development

Agency

UNRESTRICTED DESTINATION UNLESS

451 7th Street, SW RM 5256 SET ASIDE % FOR BLOCK IS MARKED NET 30

Washington, DC 20410 SMALL BUSINESS SEE SCHEDULE

Attn: Office of the Chief Procurement HUBZONE SMALL BUSINESS 13a. THIS CONTRACT IS A RATED

Officer ORDER UNDER DPAS (15CFR 700)

8(A) 13b. RATING

NAICS: 541110 14. METHOD OF SOLICITATION

SIZE STANDARD: $11M RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

Office of the General Counsel/GNMA U. S. Dept. of Housing Urban Development (HUD)

451 7th Street, SW RM Office of the Chief Procurement Officer

Washington, DC 20410 451 7th Street, SW, RM 5256

Washington, DC 20410-1000 17a.CONTRACTOR/ CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE

OFFEROR CODE ARC/ASD/APB

ARC/ASD/APB, Avery 3G

P.O. Box 1328

Parkersburg, WV 26106-1328

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT 18 b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SUCH ADDRESS IN OFFER SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Ginnie Mae Multiclass Legal Support

Services.

(Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BYT REFERENCE FAR 52.212-4, FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES. 29. AWARD OF CONTRACT: REFERENCE OFFER.

TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS DATED YOUR OFFER ON SOLICITATION

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

DAMON MCCLURE

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE REVERSE FOR OMB CONTROL NUMBER AND PAPERWORK

BURDEN STATEMENT

STANDARD FORM 1449 (REV. 4/2002)

Prescribed by GSA - FAR (48 CFR) 53.212 javascript:__doPostBack('ctl00$ctl00$ctl00$body$homebody$SearchResultsGrid$ResultsGrid$ctl00$ctl04$ctl00','')

SECTION I - The Schedule

Contract Description

The purpose of this procurement is to provide the Department of Housing and Urban

Development (HUD), Office of Government National Mortgage Association (Ginnie Mae) legal services support for its Multiclass program. HUD intends to award two (2) single award IDIQ contracts: 1) Multiclass Transaction and Policy Advice Legal Support Service

(Odd) and 2) Multiclass Transaction Assistance Legal Support Service (Even). HUD will issue task orders under each Single Award IDIQ contracts on a Firm Fixed Priced, Time &

Material or Labor Hour basis.

The schedule of services for each of the single award IDIQs shall include the following:

For the Single Award IDIQ for Multiclass Transaction and Policy Advice Legal Support

Services (Odd), the schedule shall include:

Contract Line Item Numbers (CLIN:

ITEM DESCRIPTION NTE NTE

HRS CEILING

$AMOUNT

0001 Legal Services MulticlassOdd Transactions

Period of Performance 08/28/17-08/27/2022

0002 Legal Multiclass Policy Advice Services

0003 Transition in Services (90 days)

0004 Transition Out Services (90 days)

For the Single Award IDIQ for Multiclass Transaction Assistance Legal Support Service

(Even), the schedule shall include:

Contract Line Item Numbers (CLIN:

ITEM DESCRIPTION NTE NTE

HRS CEILING

$AMOUNT

0001 Legal Services MulticlassEven Transactions

0002 Legal Multiclass Transaction Assistance Services

0003 Transition in Services (90 days)

0004 Transition Out Services (90 days)

INDEFINITE DELIVERY/INDEFINITE QUANTITY (IDIQ) ORDERING

The total amount of all orders during the period of the contract shall not exceed $23,508,372 for each of the intended awards. In accordance with FAR 52.216-18. ORDERING, task orders for this contract may be issued only by the contracting agency shown in block 9, page 1 (SF-1449).

The ordering period is 08/28/17- 8/27/2022.

SECTION II – Description/Specifications

The following are the Performance Work Statements (PWS) for each of the single award

IDIQ contracts intended to be awarded from this solicitation:

Performance Work Statement (PWS)

Ginnie Mae Multiclass Transaction and

Policy Advice Legal Support Service (Odd)

Vision Statement

1 General Information

1.1 Introduction

1.2 Background

1.3 Constraints

1.4 Description of Services

1.5 Non-Personal Services

1.6 Period of Performance

1.7 Place of Performance

1.8 Hours of Operation

1.9 Special Qualifications

1.10 Post Award/Kickoff Conference

1.11 Status Meetings

1.12 Contractor Travel

1.13 Transition In

1.14 Transition Out

2 Definitions and Acronyms

2.1 Definitions

2.2 Acronyms

3 Government-Furnished Property and Services

3.1 Government Services

3.2 Facilities

3.3 Equipment

3.4 Materials

3.5 Quality Assurance (QA)

4 Contractor-Furnished Items and Services

4.1 Facilities

4.2 Equipment

4.3 Material

4.4 Contractor Responsibilities

4.5 Contractor Personnel

4.6 Identification of Contractor Employees

4.7 Quality Control

5 Specific Tasks

5.1 Assistance with closing odd numbered Multiclass transactions

5.3 Multiclass Program Policy General Legal Assistance and Advice

5.4 Tax Law Advice

6 Deliverables

6.1 Conflict of Interest Plan

6.2 Acceptance Criteria

7 Performance Requirements Summary

8 Related Documents

Ginnie Mae Multiclass Transaction and

Policy Advice Legal Support Service (Odd)

Vision Statement

The vision of this requirement is to obtain contractor support to provide Ginnie Mae with legal services in support of its multiclass program. By obtaining these services, Ginnie Mae will be able to provide liquidity to the mortgage finance market and in turn will increase the affordable housing to low- and moderate income families.

1 General Information

1.1 Introduction

Ginnie Mae is seeking contractor support to provide legal services to assist with its multiclass securities program. Services shall include document review, preparing memoranda and legal opinions, advice and assistance with odd numbered monthly multiclass transactions, including but not limited to, any advice and assistance with matters relating to the Multiclass Securities program, mortgage-backed securities, structured finance, and securities tax law.

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 implemented a Multiclass Securities Program in 1994 with a Real Estate Mortgage

Investment Conduit (REMIC) offering that was collateralized by mortgage-backed securities guaranteed by Ginnie Mae. 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's enabling statute 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 to support the Ginnie

Mae programs.

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. Federal Acquisition Regulation

2. ABAs Model Rules of Professional Conduct

3. Ginnie Mae MBS Guide

4. Ginnie Mae Multiclass Guide

5. Ginnie Mae Platinum Guide.

1.4 Description of Services

Ginnie Mae requires legal support for its Multiclass Securities program that consists of document review, preparing memoranda and legal opinions, advice and assistance with monthly multiclass transactions, and any advice and assistance with matters relating to the Multiclass Securities program as discussed below. HUD seeks a Contractor who shall provide expert advice in mortgage-backed securities, structured finance, and securities tax law.

1.5 Non-Personal Services

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

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

1.6 Period of Performance

The ordering period for this contract is five (5) years from the date the contract is awarded.

1.7 Place of Performance

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

1.8 Hours of Operation

NA

1.9 Special Qualifications

The Contractor shall be responsible for ensuring that all attorneys under this Contract are in good standing and active members of a State, the District of Columbia, a U.S. territory, or the Commonwealth of Puerto Rico Bar.

1.10 Post Award/Kickoff Conference

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

1.11 Status Meetings

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

1.12 Contractor Travel

Prior to travel, the Contractor shall coordinate with and receive Government authorization from the COR for all travel. Reimbursement of travel costs will be in accordance with the Federal Travel Regulation and in accordance with FAR 31.205-46. The Contractor shall travel using the lower cost mode transportation commensurate with the mission requirements. When necessary to use air travel, the Contractor shall use the tourist class, economy class or similar lodging accommodations to the extent they are available and commensurate with the mission requirements. HUD will not reimburse Contractor's local travel. Local travel is defined as travel within fifty (50) miles of Washington, DC. All other travel will be reimbursed on a cost reimbursable basis; no profit or fee will be paid.

1.13 Transition In

The Contractor shall, upon the Contracting Officer's written notice, furnish Transition-In services as required. As a successor, the Contractor shall have sufficient personnel on board during the 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.

The Government expects that the successor Contractor will shadow the incumbent Contractor during the transition time to familiarize itself with the transaction cycle process, train its personnel on type of review and services necessary, maintain communication if issues occur and access any adjustments to accommodate the capacity to provide the required services. The

Government expects that the incumbent Contractor shall perform primary review of transactions and the successor Contractor shall shadow the incumbent. By the end of the Transition In period, the successor shall be familiar with the process to assume primary role.

1.14 Transition Out

To minimize any decrease in productivity and to prevent possible negative impacts on additional services, the Contractor shall have sufficient personnel on board during the 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.

During this period the incumbent Contractor shall take a lead on the transaction review and closings to allow the successor Contractor to learn the transaction process and steps necessary in reviewing transaction documents. The incumbent Contractor shall be available to answer any questions presented by the successor Contractor.

2 Definitions and Acronyms

2.1 Definitions

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

Calendar Day - Any day of the week.

Conflict of Interest - A conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer.

Conflict of Interest Resolution Plan - a document prepared by the offerors and submitted with the proposal to address any potential conflicts of interest.

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 Technical Monitor (GTM) - An individual designated by the Contracting Officer to assist in providing technical direction and monitoring performance under the contract.

Government Technical Representative (GTR) – 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.

Multiclass Guide - a handbook issued by Ginnie Mae that contains the details of operating the

Multilass Program.

Multiclass Program - a program administered by Ginnie Mae allowing for issuance of

Multiclass securities, that combine and restructure cash flows from Ginnie Mae MBS that meet unique investor requirements for yield, maturity and call-option protection.

Platinum Program - A program administered by Ginnie Mae allowing for issuance of Platinum

Securities, whereby multiple MBS pools are combined into a single Platinum security.

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.

REMIC Program - A program administered by Ginnie Mae allowing for issuance of Real Estate

Mortgage Investment Conduit securities.

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.

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

Stripped MBS - A program administered by Ginnie Mae allowing for issuance of the MBS backed by strips of principal and/or interest cash flow.

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.

2.2 Acronyms

ABA - American Bar Association AQL - Acceptable Quality Level

CFR - Code of Federal Regulations

CO - Contracting Officer

COR - Contracting Officer Representative

CPO - Office of the Chief Procurement Officer of HUD

EST - Eastern Standard Time (U.S.)

FHA - Federal Home Administration

GAO - U.S. General Accounting Office

GTM - Government Technical Monitor

GTR – Government Technical Representative

HUD - U.S. Department of Housing and Urban Development

HUDAR - HUD Acquisition Regulation

IG or OIG - Inspector General (Office of)

IT - Information Technology

MBS - Mortgage Backed Securities

OCPO - Office of the Chief Procurement Officer

OIG - Office of Inspector General

OGC - Office of General Counsel of HUD

OMB - Office of Management and Budget

PL Public Law

PM - Project Manager

POC - Point of Contact

REMIC - Real Estate Mortgage Conduit

RD - Rural Development

QA - Quality Assurance

QASP - Quality Assurance Surveillance Plan

QCP - Quality Control Plan

VA - Department of Veteran' Affairs

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

No Government services shall be provided.

3.2 Facilities

No facilities shall be provided by the Government.

3.3 Equipment

No equipment shall be provided by the Government.

3.4 Materials

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

3.5 Quality Assurance (QA)

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

4 Contractor-Furnished Items and Services

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

4.1 Facilities

The contractor shall furnish its own facilities.

4.2 Equipment

The contractor shall furnish its own equipment.

4.3 Material

The contractor shall furnish its own materials.

4.4 Contractor Responsibilities

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

U.S. Government records, copies of original results and reports, verified original data, corrected data and corrected supporting final reports which are maintained by the Contractor remain the property of the U.S. Government. These files/results must be surrendered to the COR.

4.5 Contractor Personnel

The Contractor shall provide a Contract/Project Manager who shall be responsible for the performance of work. An alternate shall also be designated to act in the absence of the Contract/Project Manager. The contractor shall provide at least one tax attorney and one transactional attorney as key personnel. These Contractor personnel (main point of contact and alternate point of contact) are considered Key Personnel by the Government and shall be listed as such in accordance with HUDAR 2452.237-70, "Key Personnel. The Contract/Project Manager and alternate shall have full authority to act on all contact matters relating to daily operations of this contract. Accordingly, at a minimum, the points of contact shall have the technical knowledge of the requirement and be in the position to actually receive assignment, guidance, and direction from the COR, GTM and CO per HUDAR 2452.237-73, "Conduct of Work and Technical Guidance" and shall be allocated enough hours to the requirement to ensure successful performance. These points of points of contact shall each be an employee of the Contractor. An employee of a subcontractor is not acceptable for either of these positions.

The Contract/Project Manager or alternate shall be available between the hours of 8:00am to 4:30pm Monday through Friday EST, except Federal Holidays or when the Government facility is closed for administrative reasons.

All Key Personnel must be attorneys in good standing with the bar of at least one jurisdiction.

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 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 work space area with their name and company affiliation, or at a minimum, "Contractor" after name.

4.7 Quality Control

The Contractor shall establish and maintain a complete quality control program that shall ensure services are performed in accordance with this contract. The Contractor shall develop and implement procedures to identify, prevent, and ensure non reoccurrence of defective services.

The Contractor's quality control program is the means by which he assures himself that his work complies with the requirements of the contract. The Contractor shall provide the associated Quality Control Plan to the Government as directed.

5 Specific Tasks

5.1 Closing Assistance for odd Numbered Multiclass Transactions

The Contractor shall provide legal services through research, written memoranda, closing opinion letters, oral advice, attendance at meetings, and such other assistance as may be requested. The Contractor shall provide legal advice, assistance and counsel, including the preparation and issuance of such legal opinions as may be required by OGC and Ginnie Mae, regarding the monthly Ginnie Mae Multiclass odd numbered transactions. The transaction numbers are assigned through the Ginnie Mae's transaction tracking system and the numbers are generated on "first come, first serve" basis. The transaction number reflects the calendar year and the sequential order, in which the proposed transaction has been submitted into the system, e.g. 2017-001, 2017-002 and so forth.

5.1.2 Pre-closing Assistance

The Contractor shall review proposed transaction structures to advise Ginnie Mae on legal corporate review and compliance with program requirements, as well as tax status.

Performance Standards

a) Standard: 100% review of proposed transaction structures within first three weeks of each month.

AQL: Zero deviation

5.2.0 Transaction Closing

The Contractor shall:

1. review the offering and disclosure documents of each transaction to advise Ginnie Mae on for 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.

Performance Standards

a) Standard: 100% of transactions closed before the end of the month AQL: zero deviation

Deliverables

A002 email confirmation of transaction closing

5.2.1 Post Closing Legal Services

1. assist with any legal issues or problems which arise after issuance of the securities; and

2. maintain complete files of all transaction documents and the closing books.

Performance Standards

a) Standard: deliver electronic versions of 100% of transaction files and the closing books.

A001 Compressed disk of transaction files

5.3 Multiclass Program Policy General Legal Assistance and Advice

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 Multiclass program policy, and the development and implementation of new programs.

The Contractor shall provide the following legal services to include but not limited to:

1. Legal advice on Multiclass program policy related to product or program structures, revisions or enhancements, market issues and other matters;

2. Preparation of responses to legal questions and issues that arise in the Multiclass programs, including conducting legal research on legal issues, preparing written legal opinions, and preparing or assisting in preparation of legal documents;

3. Assistance in the drafting, revision or update of any Multiclass program documents, guides, handbooks, legal documents or promotional materials related to the Multiclass program;

4. Advise as to the necessity of other legal documents and assistance in preparing and, reviewing such documents;

5. Assistance with any legal issues or problems which arise in relation to Multiclass program policy, and advice and assistance as to other matters relating to development of new products.

The Contractor shall provide legal services through research, written memoranda, oral advice, attendance at meetings, and such other assistance as may be requested. The Contractor shall provide legal advice, assistance and counsel, including the preparation and issuance of such legal opinions as may be required by OGC and Ginnie Mae, regarding the monthly Ginnie Mae

Multiclass transactions.

5.4 Tax Law Advice

The Contractor shall provide legal advice on tax matters that arise in connection with Ginnie Mae's Multiclass program policy. These matters may include the preparation and issuance of legal opinions required by OGC and Ginnie Mae, review of proposed new program initiatives to advise Ginnie Mae concerning legal propriety and tax status, and the provision of securities tax law advice on Ginnie Mae's structured finance and MBS programs. Contractors also must 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 may impact Ginnie Mae's MBS programs.

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 Compressed disk of transaction files monthly 1

A002 Email confirmation of transaction closing monthly 1

A003 Ginnie Mae legal opinions for each assigned transaction.

As Assigned 1

A004

A005

Conflict of Interest Resolution Plan

Memoranda on Assigned inquiries

Once

As Requested

6.1 Conflict of Interest Resolution Plan

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. Specifically, Offerors must submit a plan proposing how they will accomplish assignments under this contract that create a conflict of interest for the law firm. This plan should not assume that the Government will exercise its Option under the Work Realignment provision.

6.2 Acceptance Criteria

Transaction legal opinions will be determined acceptable by reviewing the deliverable against the Ginnie Mae Multiclass Guide. Acceptance of all other deliverables will be based on review by the COR as agreed to by the COR and the contractor.

7 Performance Requirements Summary

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

HUD will develop a Quality Assurance Surveillance Plan to be used to provide contract oversight. In conjunction with the Contractor's Quality Control Plan and various other methods of assessing performance, the COR and GTM 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.

8 Related Documents

The Contractor shall abide by all applicable regulations, publications, manuals, policies, and procedures in the performance of this contract. The Contractor shall provide required legal opinion at the printing and closing stages of the transactions.

Performance Requirement Summary (PRS)

Statements Standards/AQLs Incentive/Remedy

5.1 Conflict of Interest

Resolution

a) Proposed Conflict of Interest Resolution Plan AQL: A plan is submitted with the Offer

5.2 Assistance with

closing odd numbered Multiclass transactions

5.2.1 Pre-closing

assistance

a) 100% review of proposed transaction structures within first three weeks of each month.

AQL: Zero deviation

5.2.2 Transaction Closing a) 100% of transactions closed

before the end of the month

Performance is considered excellent if the opinion is delivered 24 hours prior to closing.

5.2.3 Post Closing Legal

Services

a) deliver electronic versions of 100% of transaction files and the closing books.

5.3 Multiclass Program

Policy General Legal Assistance and Advice

Performance is considered excellent if the opinion or advice is delivered before the designated due date.

5.4 Tax Law Advice

Ginnie Mae Multiclass Transaction

Assistance Legal Support Service (Even)

Vision Statement

1 General Information

1.1 Introduction

1.2 Background

1.3 Constraints

1.4 Description of Services

1.5 Non-Personal Services

1.6 Period of Performance

1.7 Place of Performance

1.8 Hours of Operation

1.9 Special Qualifications

1.10 Post Award/Kickoff Conference

1.11 Status Meetings

1.12 Contractor Travel

1.13 Transition In

1.14 Transition Out

2 Definitions and Acronyms

2.1 Definitions

2.2 Acronyms

3 Government-Furnished Property and Services

3.1 Government Services

3.2 Facilities

3.3 Equipment

3.4 Materials

3.5 Quality Assurance (QA)

4 Contractor-Furnished Items and Services

4.1 Facilities

4.2 Equipment

4.3 Material

4.4 Contractor Responsibilities

4.5 Contractor Personnel

4.6 Identification of Contractor Employees

4.7 Quality Control

5 Specific Tasks

5.1 MultiClass Transactions

5.3 Multiclass Transaction General Legal Assistance and Advice

5.4 Tax Law Advice

6 Deliverables

6.1 Conflict of Interest Plan

6.2 Acceptance Criteria

7 Performance Requirements Summary

8 Related Documents

Ginnie Mae Legal Services to Support Multiclass Program -

Even Numbered Deals and Multiclass Transactions General

Advice and Assistance

Vision Statement

The vision of this requirement is to obtain contractor support to provide Ginnie Mae with legal services in support of its multiclass program. By obtaining these services, Ginnie Mae will be able to provide liquidity to the mortgage finance market and in turn will increase the affordable housing to low- and moderate income families.

1 General Information

1.1 Introduction

Ginnie Mae is seeking contractor support to provide legal services to assist with its Multiclass securities program. Services shall include document review, preparing memoranda and legal opinions, advice and assistance with monthly multiclass transactions, and any advice and assistance with matters relating, but not limited to the Multiclass Securities program, mortgage-backed securities, structured finance, and securities tax law.

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 implemented a Multiclass Securities Program in 1994 with a Real Estate Mortgage

Investment Conduit (REMIC) offering that was collateralized by mortgage-backed securities guaranteed by Ginnie Mae. 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's 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 to support Ginnie

Mae programs.

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. Federal Acquisition Regulation

2. ABAs Model Rules of Professional Conduct

3. Ginnie Mae MBS Guide

4. Ginnie Mae Multiclass Guide

5. Ginnie Mae Platinum Guide

1.4 Description of Services

Ginnie Mae requires legal support for its Multiclass Securities program that consists of document review, preparing memoranda and legal opinions, advice and assistance with monthly multiclass transactions, and any advice and assistance with matters relating to the Multiclass Securities program. HUD seeks a Contractor who shall provide expertise in mortgage-backed securities, structured finance, and securities tax law.

1.5 Non-Personal Services

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

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

1.6 Period of Performance

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

1.7 Place of Performance

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

1.8 Hours of Operation

NA

1.9 Special Qualifications

The Contractor shall be responsible for ensuring that all attorneys under this Contract are in good standing and active members of a State, the District of Columbia, a U.S. territory, or the Commonwealth of Puerto Rico Bar.

1.10 Post Award/Kickoff Conference

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

1.11 Status Meetings

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

1.12 Contractor Travel

Prior to travel, the Contractor shall coordinate with and receive Government authorization from the COR for all travel. Reimbursement of travel costs will be in accordance with the Federal Travel Regulation and in accordance with FAR 31.205-46. The Contractor shall travel using the lower cost mode transportation commensurate with the mission requirements. When necessary to use air travel, the Contractor shall use the tourist class, economy class or similar lodging accommodations to the extent they are available and commensurate with the mission requirements. HUD will not reimburse Contractor's local travel. Local travel is defined as travel within fifty (50) miles of Washington, DC. All other travel will be reimbursed on a cost reimbursable basis; no profit or fee will be paid.

1.13 Transition In

The Contractor shall, upon the Contracting Officer's written notice, furnish Transition-In services as required. As a successor, the Contractor shall have sufficient personnel on board during the 90-day period. 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.

The Government expects that the successor Contractor will shadow the incumbent Contractor during the transition time to familiarize itself with the transaction cycle process, train its personnel on type of review and services necessary, maintain communication if issues occur and access any adjustments to accommodate the capacity to provide the required services.

Government expects that the incumbent Contractor shall perform primary review of transactions and the successor Contractor shall shadow the incumbent. By the end of the Transition In period, the successor shall be familiar with the process to assume primary role.

1.14 Transition Out

To minimize any decrease in productivity and to prevent possible negative impacts on additional services, the Contractor shall have sufficient personnel on board during the 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.

During this period the incumbent Contractor shall take a lead on the transaction review and closings to allow the successor Contractor to learn the transaction process and steps necessary in reviewing transaction documents. The incumbent Contractor shall be available to answer any questions presented by the successor Contractor.

2 Definitions and Acronyms

2.1 Definitions

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

Calendar Day - Any day of the week.

Conflict of Interest - A conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer.

Conflict of Interest Resolution Plan - a document prepared by the offerors and submitted with the proposal to address any potential conflicts of interest.

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 Technical Monitor (GTM) - An individual designated by the Contracting Officer to assist in providing technical direction and monitoring performance under the contract.

Government Technical Representative (GTR) – 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.

Multiclass Guide - a handbook issued by Ginnie Mae that contains the details of operating the

Multilass Program.

Multiclass Program - a program administered by Ginnie Mae allowing for issuance of

Multiclass securities, that combine and restructure cash flows from Ginnie Mae MBS that meet unique investor requirements for yield, maturity and call-option protection.

Platinum Program - A program administered by Ginnie Mae allowing for issuance of Platinum

Securities, whereby multiple MBS pools are combined into a single Platinum security.

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.

REMIC Program - A program administered by Ginnie Mae allowing for issuance of Real Estate

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