REVISED_GNMA_MBS_Legal_Services_Solicitation_DU100G17R0009_042717.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF 70 pages

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 RCS-T-2017-00054

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

TBD DU100G-17-R-0009 April 07, 2017

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

INFORMATION CALL: Sara Washington 202-402-6651

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’s Mortgage Backed Securities

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)

Tabitha Painson-McLeod

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 U.S. Department of Housing and Urban

Development Government National Mortgage Association's (Ginnie Mae) Office of Capital

Markets with Legal Support Services for its Mortgaged Back Securities (MBS) program. HUD intends to award multiple Indefinite Delivery/Indefinite Quantity (IDIQ) labor hour contracts.

Contract Line Item Numbers (CLIN:

ITEM DESCRIPTION NTE NTE

HRS CEILING

$AMOUNT

0001 MBS Legal Services

Period of Performance 07/01/17-06/31/2022

0002 Transition in Services (90 days)

0003 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 $ 3,000,000.00 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 07/01/17-06/31/2022

SECTION II – Description/Specifications

Performance Work Statement (PWS)

Legal Support Services for the Ginnie Mae Mortgage Backed

Securities Program

Purpose

The purpose of this requirement is to obtain contractor support to provide Ginnie Mae with legal services in support of its mortgage backed securities (MBS) 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 MBS program. Services shall include document review, preparing memoranda and legal opinions, and any advice and assistance with matters relating to the mortgage-backed securities program, structured finance, and MBS 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 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.

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 MBS program. Contractors support OGC by providing legal advice on issues pertaining to

Ginnie Mae's MBS program.

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, http://www.americanbar.org/groups/professional_responsibility/pu blications/model_rules_of_professional_conduct/model_rules_of_ professional_conduct_table_of_contents.html

3. Ginnie Mae Mortgage Backed Securities Guide, http://www.ginniemae.gov/issuers/program_guidelines/Pages/mbs

_guide.aspx

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.

1.4 Description of Services

Ginnie Mae is seeking contractor support to provide legal services to assist with the mortgage-backed securities program. Services shall include:

o General legal assistance and advice

Tax law expertise

Intellectual property

Information technology

Electronic commerce, Banking o Litigation support o Document review o Preparing legal opinions

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 period of performance for this contract is a five (5) year ordering period, 07/01/17-

06/31/2022.

1.7 Place of Performance

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

1.8 Hours of Operation

The Contractor is responsible for providing services 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. Government agencies will not be available during scheduled holidays, inclement weather, weekends, and after duty hours.

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

1.9 Special Qualifications

The 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, Government Technical Representative (GTR) 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 GTR 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.

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.

2 Definitions and Acronyms

2.1 Definitions

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

Calendar Day - Any day of the week.

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

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

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.

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

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

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

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

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

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

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

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

Subcontractor - Any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, material, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and any person who offers to furnish or furnishes general supplies to the prime contractor or a higher tier subcontractor. The

Government does not have privity of contract with a subcontractor.

2.2 Acronyms

AQL - Acceptable Quality Level

CFO or OCFO - Office of the Chief Financial Officer of HUD

CFR - Code of Federal Regulations

CIO or OCIO - Office of the Chief Information Officer of HUD

CO - Contracting Officer

COR - Contracting Officer Representative

CPO - Office of the Chief Procurement Officer of HUD

EST - Eastern Standard Time (U.S.)

ETC - Estimate to Completion

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

HUD Web - HUDs Intranet Web Site and related WEB pages.

IG or OIG - Inspector General (Office of)

IT - Information Technology

MBS - Mortgage Backed Securities

OCPO - Office of the Chief Procurement Officer

OIG - Office of Inspector General

OMB - Office of Management and Budget

PL Public Law

PM - Project Manager

QA - Quality Assurance

QASP - Quality Assurance Surveillance Plan

TBD - To be determined

U.S.C - United States Code

3 Government-Furnished Property and Services

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

3.1 Government Services

No Government services will be provided.

3.2 Facilities

No facilities will 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 GTR upon request or at the end of the contract period.

3.5 Quality Assurance (QA)

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

4 Contractor-Furnished Items and Services

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

4.1 Facilities

The contractor shall furnish its own facilities.

4.2 Equipment

The contractor shall furnish its own equipment.

4.3 Material

The contractor shall furnish its own materials.

4.4 Contractor Responsibilities

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

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

4.5 Contractor Personnel

The Contractor shall provide a Contract/Project Manager who shall be responsible for the performance of work. An alternate shall also be designated to act in the absence of the Contract/Project Manager. These Contractor personnel (main point of contact 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 GTR, 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.

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.

5 Specific Tasks

5.1 Mortgage Backed Securities Legal Services

The Contractor shall provide legal services through research, written memoranda, oral advice, attendance at meetings, and such other assistance as may be requested. Specific legal services required as detailed below:

A. Mortgage-Backed Securities Program:

The Contractor shall provide general MBS assistance and advice. This includes the review, and analysis of legislative or regulatory initiatives proposed by Ginnie Mae, legal assistance on budget, appropriations, finance, and federal law questions. The Contractor shall also support

Ginnie Mae at meetings, when requested. Additionally, the Contractor shall provide:

1. Advice on the product or program structures revisions or enhancements, market issues;

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

3. Assistance in drafting legislation, regulations and Federal Register publications as necessary;

4. Assistance with any legal issues or problems which arise in connection with the MBS program, and advice and assistance as to other matters relevant to development and implementation of new products or program changes; and

5. Assistance with litigation or administrative proceedings that arise from

Ginnie Mae’s MBS program, and issuer defaults and efforts to recover portfolios of defaulted issuers.

B. Tax Law

The Contractor shall provide legal advice, assistance and counsel to Ginnie Mae and OGC on tax matters that arise in connection with Ginnie Mae's MBS programs or use of Ginnie Mae

MBS as collateral for multiclass securities. These matters may include preparation and issuance of legal opinions required by OGC and Ginnie Mae, review of proposed transactions or new program initiatives to advise Ginnie Mae concerning legal propriety and tax status, and provision of securities tax law advice on MBS and structured finance programs. Contractors also must have structured finance securities tax law expertise to handle the responsibilities required by the contract because legal advice provided for Ginnie Mae's MBS programs also may impact Ginnie

Mae's multiclass programs.

C. Intellectual Property

The Contractor shall provide legal advice, assistance and counsel to Ginnie Mae and OGC on intellectual property issues or problems which arise in connection with Ginnie Mae's programs

(MBS or Multiclass), or use of MBS as collateral for multiclass securities. These matters may involve ordered services in trademarks, copyrights, service marks, commercial names, designators, patents, and trade secrets; and advice and assistance with disputes, litigation, or administrative proceedings that arise from Ginnie Mae's programs, which may include assisting with representation of Ginnie Mae nationwide before federal and state courts and the

Trademark Trial and Appeal Board, and internationally before foreign and international tribunals and courts.

D. Information Technology (IT)

The Contractor shall provide legal advice, assistance and counsel to Ginnie Mac and OGC on

IT law, policy and compliance issues that arise in connection with Ginnie Mae's programs (MBS or Multiclass). Legal advice on these matters may involve acquisition (lease or purchase) and maintenance in support of computer hardware and software; information management and security; assisting with drafting and negotiating agreements; assisting with enforceable electronic agreements; protecting proprietary assets; networking and internet compliance;

protecting content on mobile platforms; minimizing domestic and cross-border liability exposure;

developing privacy and data protection policies and ensuring compliance with such policies;

representing Ginnie Mae in connection with cross-border data issues and privacy breaches;

counseling on digital rights management systems and the prevention of infringing uses of technologies; certification and accreditation issues; and hosting, trading, cryptography and other

IT issues.

E. Electronic Commerce (e-commerce)

The Contractor shall provide advice, assistance and counsel in the area of e-commerce law that arise in connection with Ginnie Mae's programs (MBS or Multiclass). Legal advice on these matters may involve matters concerning electronic authentication; assisting with development and implementation of rules governing use of e-mortgage loans in the Ginnie Mae programs;

document custody issues in connection with e-commerce; review of legislation, regulations and guidelines, such as the Electronic Signatures in Global and National Commerce Act (15 U.S.C.

7001 et seq.), the Government Paperwork Elimination Act (44 U.S.C. 3504 et IN.), and the

Federal Information Security Management Act of 2002 (44 U.S.C. 3541 et sm.); and assistance with disputes, litigation or administrative proceedings.

F. Banking Law

The Contractor shall provide egal advice, assistance and counsel on banking law in connection with Ginnie Mae's MBS program or use of MBS as collateral for multiclass securities, including banking laws and regulations, the federal banking system, operations of the FDIC, Federal

Reserve Board and member banks, Office of Comptroller of the Currency, Office of Thrift

Supervision, and other federal banking regulators, conservatorship, receivership, and matters related to federal recovery efforts.

A report summarizing current and pending issues shall be submitted each month.

Performance Standards

a) Standard: Provide a monthly report summarizing current and pending issues to the program office in three business days after the end of each month.

AQL: Zero deviation.

Deliverables

A001 Monthly report

5.1.1 Litigation

The Contractor shall provide legal advice, assistance and counsel to Ginnie Mae and OGC in all phases of both affirmative and defensive litigation matters and administrative proceedings in connection with (1) the MBS program, (2) new or proposed programs, or (3) the operations of Ginnie Mae. All written materials shall be submitted 5 business days before court mandated deadlines. Assistance may be needed in lawsuits or administrative proceedings to exercise Ginnie Mae's rights and remedies against MBS issuers, custodial banks, document custodians, or other interested parties, and to enforce the duties and obligations of these parties. Matters may include but are not limited to Ginnie Mae's recovery of missing custodial funds; issuers' attempts to recover advances; recovery of custodial documents; preserving Ginnie Mae's rights against third parties with alleged claims to mortgages backing MBS; bankruptcy or receivership matters; electronic discovery; and issues related to collateral backing Ginnie Mae-guaranteed

MBS.

Performance Standards

a) Standard: Submit written materials 5 business days before of court mandated deadlines to the program office.

AQL: Submit written materials 2 days before of court mandated deadlines to the program office.

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 Monthly report monthly 1

6.2 Acceptance Criteria

All deliverables shall be submitted in a draft format agreed upon by the Contractor and the Government. Acceptance of all deliverables shall be in writing by the GTR.

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 various methods of assessing performance, the

GTR 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 GTR 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, such as MBS Guide and All Participant Memoranda; Multiclass Guide.

Performance Requirement Summary (PRS)

Statements Standards/AQLs Incentive/Remedy

5.1 Mortgage Backed

Securities Legal Services

a) Provide a monthly report summarizing current and pending issues to the program office in three business days after the end of each month.

AQL: Zero deviation.

a) No additional projects will be assigned until report is received.

5.1.1 Litigation a) Submit written materials 5

business days before of court mandated deadlines to the program office.

AQL: Submit written materials 2 days before of court mandated deadlines to the program office.

a) No additional projects will be assigned until report is received.

SECTION III CONTRACT CLAUSES

52.202-1 DEFINITIONS. (NOV 2013)

52.203-3 GRATUITIES. (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES. (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT. (SEP 2006)

52.203-7 ANTI-KICKBACK PROCEDURES. (MAY 2014)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY. (MAY 2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (OCT 2010)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT. (OCT

2015)

52.203-14 DISPLAY OF HOTLINE POSTER(S). (OCT 2015)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)-

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites-

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website. www.oig.dhs.gov

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from

DHS Office of Inspector General

MAIL STOP 0305

Attn: Office of Integrity & Quality Oversight – Hotline

245 Murray Lane SW

Washington, DC 20528-0305

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5.5 million, except when the subcontract-

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN

RECOVERY AND REINVESTMENT ACT OF 2009. (JUN 2010)

52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST. (DEC 2011)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS.

(APR 2014)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER. (MAY 2011)

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR

PERSONNEL. (JAN 2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS. (OCT 2016)

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE. (OCT 2016)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2016)

http://www.oig.dhs.gov/

52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS. (OCT 2016)

52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS FOR

INDEFINITE-DELIVERY CONTRACTS. (OCT 2016)

52.212-1 INSTRUCTIONS TO OFFERORS - COMMERCIAL ITEMS. (OCT 2016)

52.212-2 EVALUATION - COMMERCIAL ITEMS. (OCT 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the

Government, price and other factors considered. The following factors shall be used to evaluate offers:

Evaluation factors are located in Section V – Evaluation of the Offer.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced.

Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAY

2015)

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAY

2015) - ALTERNATE I (MAY 2014)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS. (JAN 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-

77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the

Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with

Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C.

3509).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards

(OCT 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) (Reserved)

[] (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

[X] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[X] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (JUL 2013) (41 U.S.C. 2313).

[] (10) (Reserved)

[] (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15

U.S.C. 657a).

[] (ii) Alternate I (NOV 2011) of 52.219-3.

[] (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[] (ii) Alternate I (JAN 2011) of 52.219-4.

[] (13) (Reserved)

[] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[] (iii) Alternate II (NOV 2011).

[] (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

[] (ii) Alternate I (OCT 1995) of 52.219-7.

[] (iii) Alternate II (MAR 2004) of 52.219-7.

[] (16) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and (3)).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (NOV 2016) (15 U.S.C. 637(d)(4)).

[] (ii) Alternate I (NOV 2016) of 52.219-9.

[] (iii) Alternate II (NOV 2016) of 52.219-9.

[] (iv) Alternate III (NOV 2016) of 52.219-9.

[] (v) Alternate IV (NOV 2016) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[X] (20) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999) (15 U.S.C.

637(d)(4)(F)(i)).

[] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside

(NOV 2011) (15 U.S.C. 657f).

[] (22) 52.219-28, Post Award Small Business Program Rerepresentation (JUL 2013) (15

U.S.C. 632(a)(2)).

[] (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically

Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C. 637(m)).

[] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small

Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015)

(15 U.S.C. 637(m)).

[X] (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (OCT 2016)

(E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

[X] (29) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[X] (30) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C.

793).

[X] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[X] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter 78 and E.O. 13627).

[] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

[] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[] (35) (Removed)

Note to paragraph (b)(35): By a court order issued on October 24, 2016, 52.222-59 is enjoined indefinitely as of the date of the order. The enjoined paragraph will become effective immediately if the court terminates the injunction. At that time, DoD, GSA, and

NASA will publish a document in the Federal Register advising the public of the termination of the injunction.

[] (36) 52.222-60, Paycheck Transparency (Executive Order 13673) (OCT 2016).

[] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-

Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[](38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[](39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and

Air Conditioners (JUN 2016) (E.O. 13693).

[] (40)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014)

(E.O.s 13423 and 13514).

[] (ii) Alternate I (OCT 2015) of 52.223-13.

[] (41)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s

13423 and 13514).

(ii) Alternate I (JUN 2014) of 52.223-14.

[X] (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42

U.S.C. 8259b).

[] (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT

2015) (E.O.s 13423 and 13514).

[](ii) Alternate I (JUN 2014) of 52.223-16.

[X] (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG 2011)

[] (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[] (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[X] (47) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter 83).

[] (48)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (MAY 2014)

(41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19

U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[] (ii) Alternate I (MAY 2014) of 52.225-3.

[] (iii) Alternate II (MAY 2014) of 52.225-3.

[] (iv) Alternate III (MAY 2014) of 52.225-3.

[] (49) 52.225-5, Trade Agreements (OCT 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (50) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

[] (51) 52.225-26, Contractors Performing Private Security Functions Outside the United

States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for

Fiscal Year 2008; 10 U.S.C. 2302 Note).

[] (52) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C.

5150).

[] (53) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV

2007) (42 U.S.C. 5150).

[] (54) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41

U.S.C. 4505, 10 U.S.C. 2307(f)).

[] (55) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (56) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management

(JUL 2013) (31 U.S.C. 3332).

[] (57) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award

Management (JUL 2013) (31 U.S.C. 3332).

[] (58) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[] (59) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[] (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB

2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (APR 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

[] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

[X] (2) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

[] (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C.

206 and 41 U.S.C. chapter 67).

[X] (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price

Adjustment (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41

U.S.C. chapter 67).

[] (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price

Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[] (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to

Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

(MAY 2014) (41 U.S.C. chapter 67).

[] (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to

Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[] (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

[] (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

[] (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014)

(42 U.S.C. 1792).

[] (11) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the

Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the

Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C.

3509).

(ii) 52.219-8, Utilization of Small Business Concerns (NOV 2016) (15 U.S.C. 637(d)(2) and

(3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract

(except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(iv) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(v) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

(vi) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C.

793).

(viii) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

(ix) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(x) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

(xi) [X] (A) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C. chapter

78 and E.O. 13627).

[] (B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to

Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

(MAY 2014) (41 U.S.C. chapter 67).

(xiii)…