Litigation & Other Legal Advisory Services

Form / Attachment / Pricing Sheet

This document, "Attachment B Clauses and Provisions," outlines various Federal Acquisition Regulation (FAR) and Federal Housing Finance Agency (FHFA) clauses and provisions that are incorporated by reference into the contract. It details the terms and conditions that will govern the contract, including general terms, FAR clauses, and FHFA-specific clauses.

• General Terms: Covers compliance with anti-discrimination laws and confirms the services are non-personal.
• FAR Clauses: Incorporates numerous FAR clauses by reference, including those related to System for Award Management (SAM) maintenance, commercial terms and conditions (52.212-4 with specific fill-ins and deviations), and accelerated payments to small business subcontractors.
• FHFA Clauses: Includes FHFA-specific clauses addressing disputes, non-appropriated funding status, public release of information, nondisclosure of Controlled Unclassified Information (CUI) and FHFA Non-Public Information, invoicing procedures, Homeland Security Presidential Directive-12 (HSPD-12) requirements, network access, IT security, order of precedence, organizational conflicts of interest, review and ownership of deliverables, key personnel, Dodd-Frank Act good-faith efforts, contract oversight personnel, place and hours of performance, contractor personnel conduct, and review of deliverables.
• Solicitation Provisions: Incorporates solicitation provisions by reference, such as those for SAM registration, CAGE code reporting, and instructions to offerors.

Bidders must carefully review all incorporated FAR and FHFA clauses and provisions. These clauses define the legal and contractual obligations, performance requirements, compliance mandates (e.g., CUI handling, HSPD-12, IT security), invoicing procedures, and dispute resolution processes. Understanding these terms is critical for preparing a compliant offer and for fulfilling contract requirements if awarded. Specific attention should be paid to the fill-in requirements for FAR 52.212-4 and the detailed invoicing and CUI handling procedures outlined in the FHFA clauses.

Questions & Answers / Clarifications

This document provides responses to questions submitted by potential bidders regarding the FHF-26-R-0004 solicitation, clarifying various aspects of the Performance Work Statement (PWS), submission requirements, and contract clauses.

• Case Volume & Jurisdiction: Monthly case volume is variable and not predetermined. Cases may arise in any jurisdiction, with volumes dependent on legal and economic issues. No specific hold-back volume of cases exists.

• File Transfer: The need to transfer files from current vendors depends on awarded firms and task order competition for continuing matters.

• Billing: Litigation services, including foreclosures and bankruptcies, will be billed on an hourly basis.

• Conflict of Interest: While litigation against Fannie Mae, Freddie Mac, or their servicers is possible, it's unlikely to be a significant portion of the Agency's litigation. The FHFA Specialty Clause 6.213 regarding organizational conflicts will not be deleted, but standard law firm conflict processes generally align with its requirements.

• Subcontracting: The approval process for subcontracting applies to new subcontractors not identified in the original proposal. Subcontractors included in the initial offer do not require separate approval if clearly identified.

• Labor Categories: A Senior Associate requires a minimum of eight years of experience, while Counsel is a senior attorney with subject-matter expertise. Specific requirements for labor categories will be detailed at the Task Order level.

• Service Contract Labor Standards (SCLS): FAR 52.222-41, 52.222-42, 52.222-43, 52.222-55, 52.222-49, and 52.222-62 have been removed from the solicitation as the SCLS are not applicable to this procurement.

• Task Order Distribution: Task orders will be distributed through competition, potentially covering related matters or single issues. They will primarily be issued on a labor hour or time-and-materials basis.

• Incumbent Contractors: Arnold & Porter Kaye Scholer LLP, Cadwalader, Wickersham & Taft LLP, McKool Smith A Professional Corporation, Squire Patton Boggs, LLP, and Duane Morris LLP are the incumbent contractors.

• Number of Awardees: FHFA anticipates awarding multiple IDIQ contracts, likely no more than five.

• The offer due date has been extended (revised date reflected on Contract Opportunities).

• FHFA anticipates issuing Advisory Down-Select notices within two weeks of the offer due date.

• Several FAR clauses related to Service Contract Labor Standards have been removed.

• The amended terms, including responses to deletion requests, are included with this amendment.

Form / Attachment / Pricing Sheet

This document, "Attachment B Clauses and Provisions," outlines various Federal Acquisition Regulation (FAR) and Federal Housing Finance Agency (FHFA) clauses and provisions that are incorporated by reference into the contract. It details the terms and conditions that govern the contractual relationship, including general terms, FAR clauses, and FHFA-specific clauses.

• General Terms: Covers compliance with anti-discrimination laws and confirms the non-personal services nature of the contract.
• FAR Clauses: Incorporates numerous FAR clauses by reference, including those related to System for Award Management (SAM) maintenance, contract terms for commercial products/services (52.212-4 with specific fill-ins), and accelerated payments to small business subcontractors (52.232-40).
• FHFA Clauses: Includes FHFA-specific clauses addressing disputes (6.202), non-appropriated funding status (6.203), public release of information (6.204), nondisclosure of Controlled Unclassified Information (CUI) and FHFA Non-Public Information (6.205), invoicing procedures (6.206a, 6.206c), HSPD-12 requirements (6.207), network access and IT security (6.208a, 6.208b), order of precedence (6.212a), organizational conflicts of interest (6.213), review and ownership of deliverables (6.216), key personnel (6.217), Dodd-Frank Act good-faith efforts (6.218), contract oversight personnel (6.219), place and hours of performance (6.220a, 6.220b), and contractor personnel conduct (6.224).
• Solicitation Provisions: Incorporates solicitation provisions by reference, such as those related to SAM, CAGE code reporting, and instructions to offerors.

Bidders must carefully review all incorporated FAR and FHFA clauses and provisions. These clauses define critical aspects of the contract, including payment terms, invoicing procedures, data security and nondisclosure requirements, personnel suitability and access, dispute resolution, and general compliance obligations. Understanding these terms is essential for preparing an accurate and compliant proposal and for fulfilling contract requirements upon award.

Solicitation / RFP / RFQ

This is a combined synopsis/solicitation and request for proposal (RFP) for commercial legal advisory and litigation services for the Federal Housing Finance Agency (FHFA). The FHFA requires law firms to represent it in state and federal litigation, provide regulatory advice, and offer legal counsel in various areas of law.

• Representation in state and federal litigation.

• Regulatory advice concerning Regulated Entities, Office of Finance, and U.S. FinTech LLC.

• Legal advice in areas including banking, securities, financial services regulation, bankruptcy, real estate, antitrust, administrative, corporate, insurance, conservatorships/receiverships, insolvency, artificial intelligence, and privacy law.

• Litigation services may involve foreclosure issues, lien priority, conflicts with FHFA authority, challenging fines/fees, conservatorship expirations, FHFA investigations, and matters related to Federal Home Loan Banks (FHLBs).

• Provision of court reporting, videography, exhibit preparation, and expert consultants/witnesses as directed.

• Compliance with IT security requirements for handling FHFA Controlled Unclassified Information (CUI).

• Multiple (up to five) Indefinite Delivery, Indefinite Quantity (IDIQ) contracts are anticipated.

• Ordering period: Five (5) years.

• Phase I: Submission of Cover Page and Legal Experience (max 8 pages total). Focus solely on legal experience. No pricing information.

• Phase II: Oral Presentation and Personnel Qualifications, followed by submission of Pricing and Representations and Certifications.

• Evaluation Factors: Factor 1: Legal Experience (less important than Factor 2), Factor 2: Oral Presentation and Personnel Qualifications, Factor 3: Price, Factor 4: Conflict of Interest (Acceptable/Unacceptable).

• Technical factors (1 & 2) are significantly more important than Price (Factor 3).

• Key Deadlines: Questions due by January 29, 2026, 11:00 AM Eastern.

• Proposal Acceptance Period: Modified to 120 calendar days.

• Requirement is unrestricted.

• NAICS Code: 541110 Office of Lawyers.

• Offerors must be registered in the System for Award Management (SAM).

• Refer to Attachment A (Performance Work Statement) for additional details.

• Questions must be submitted via email to Laura.Baker@fhfa.gov using Attachment G.

• Offers must be submitted electronically to Laura.Baker@fhfa.gov with a copy to Matthew.Marshman@fhfa.gov.

Statement of Work (SOW) / Performance Work Statement (PWS)

This Performance Work Statement (PWS) outlines the legal advisory services required by the Federal Housing Finance Agency (FHFA). FHFA was established by the Housing and Economic Recovery Act of 2008 (HERA) and is responsible for ensuring the capital adequacy and financial safety and soundness of Fannie Mae, Freddie Mac, and the 11 Federal Home Loan Banks. FHFA was appointed conservator of Fannie Mae and Freddie Mac in September 2008.

The contractor will provide various legal services, including but not limited to:

• Litigation at state and federal levels.

• Regulatory advice concerning the Regulated Entities, Office of Finance, and U.S. FinTech LLC.

• Legal advice in areas such as banking, securities, financial services regulation, bankruptcy, real estate, antitrust, administrative, corporate, insurance, conservatorships/receiverships of financial institutions, insolvency, artificial intelligence, and privacy law.

• Support services for litigation, including court reporting, videography, electronic discovery, exhibit preparation, and expert consultants/witnesses.

• Non-litigation legal advice, analysis, and fact-finding.

• Ordering Period: Five (5) years from the effective date of award (May 4, 2026 - May 3, 2031).

• Place of Performance: Various locations including state and federal courts, FHFA facilities, contractor facilities, or other locations as required.

• Professionalism: Maintain high levels of professionalism, confidentiality, discretion, and ethics.

• Bar Membership: Attorneys must maintain active membership in good standing in a U.S. state, territory, or D.C. bar.

• Conflicts of Interest: Avoid actual or apparent conflicts of interest and notify FHFA immediately of any potential conflicts.

• Deliverables: Written deliverables must be in electronic format (Microsoft Office or PDF), Section 508 compliant, and marked as Controlled Unclassified Information (CUI) unless otherwise directed.

• Reporting: Submit Quarterly Status Reports, Annual Budget Projections, and Timekeeper Reports.

• Security: Safeguard FHFA Controlled Unclassified Information and personnel must sign an FHFA Non-Disclosure Agreement.

• ICT Accessibility: All ICT products, platforms, and services must conform to Revised 508 Standards and WCAG Level A & AA.

• Subcontracting: Requires specific CO approval.

• Transition-Out Plan: May be required upon request.

Form / Attachment / Pricing Sheet

This document, "Attachment B Clauses and Provisions.docx," outlines various Federal Acquisition Regulation (FAR) and Federal Housing Finance Agency (FHFA) clauses and provisions that are incorporated by reference into the contract. It details terms and conditions related to contract performance, payment, compliance, and dispute resolution.

• FAR Clauses: Includes standard clauses such as FAR 52.212-4 (Contract Terms and Conditions—Commercial Products and Commercial Services) with specific fill-ins, FAR 52.212-5 (Contract Terms and Conditions Required to Implement Statutes or Executive Orders), FAR 52.204-13 (System for Award Management Maintenance), and FAR 52.232-40 (Providing Accelerated Payments to Small Business Subcontractors).
• FHFA Clauses: Incorporates FHFA-specific clauses, including 6.202 (Disputes), 6.205 (Nondisclosure of Controlled Unclassified Information), 6.206a (Invoicing via Invoice Processing Platform), and 6.207 (Homeland Security Presidential Directive-12).
• Order of Precedence: Specifies that FHFA clauses take precedence over FAR clauses in case of conflict.
• Safeguarding: Details requirements for safeguarding covered contractor information systems (FAR 52.204-21).
• Ordering and Limitations: Outlines procedures for issuing task orders and delivery orders, including minimum and maximum order limitations (FAR 52.216-18, 52.216-19, 52.216-22).
• Options: Includes clauses for options to extend services and the term of the contract (FAR 52.217-8, 52.217-9).

Bidders must carefully review all incorporated FAR and FHFA clauses and provisions. These clauses define the legal and contractual obligations, rights, and responsibilities of both the contractor and the Government. Key areas for bidder attention include:

• Compliance: Adherence to anti-discrimination laws, CUI handling, and HSPD-12 requirements.
• Payment: Understanding invoicing procedures via the Invoice Processing Platform (IPP) and prompt payment terms.
• Disputes: Familiarization with FHFA's dispute resolution process, as the Contract Disputes Act of 1978 is not applicable.
• Security: Requirements for safeguarding Federal contract information and covered contractor information systems.
• Subcontracting: Understanding flow-down requirements for various clauses.
• Personnel: Requirements for key personnel and background investigations.

Form / Attachment / Pricing Sheet

This document is a Wage Determination (WD) issued by the U.S. Department of Labor, Wage and Hour Division, under the Service Contract Act (SCA). It establishes the minimum wage rates and fringe benefits that must be paid to various classes of service employees working on covered federal contracts. This WD is applicable to contracts performed in the District of Columbia, Maryland (specific counties), and Virginia (specific counties).

• Executive Order Minimum Wage: Details minimum hourly rates required by Executive Order 14026 ($17.75/hour for contracts entered into or renewed on or after January 30, 2022) and Executive Order 13658 ($13.30/hour for contracts awarded between January 1, 2015, and January 29, 2022, and not renewed/extended after January 30, 2022).
• Occupational Listings: Provides a comprehensive list of job titles (occupation codes) with corresponding minimum hourly wage rates and required fringe benefits.
• Fringe Benefits: Specifies a Health & Welfare benefit rate of $5.55 per hour (or $5.09 per hour for EO 13706 contracts). It also outlines requirements for paid vacation (2-4 weeks based on service length) and 11 paid holidays per year.
• Special Provisions: Includes information on night pay differentials, hazardous pay differentials, and uniform allowances.
• Conformance Process: Outlines the procedure for contractors to request wage rates for classifications not listed in the determination.

This document is critical for bidders to accurately estimate labor costs for their proposals. Bidders must ensure their proposed wages and fringe benefits meet or exceed the rates and requirements specified in this wage determination for all service employees working on the contract. Failure to comply can result in penalties. The specific wage rates for each occupation will directly impact the overall cost of performing the contract.

Questions & Answers / Clarifications

This document contains questions submitted by potential bidders and the government's responses, clarifying aspects of the solicitation.

This document appears to be an Excel file with columns for 'Question #', 'Document Name', 'Document Section', and 'Question'. However, the provided text shows no actual questions or answers populated within the sheet. Therefore, no specific clarifications can be summarized.

As no questions or answers are present in the provided data, there is no impact on the solicitation's requirements, due dates, or submission rules based on this document.

Form / Attachment / Pricing Sheet

This document is a pricing worksheet intended for bidders to detail their proposed costs for the opportunity across multiple ordering periods. It serves as a template for vendors to submit their financial proposals.

• Labor Costs: Breakdown by labor category (Senior Partner, Partner, Counsel, Senior Associate, Mid-Level Associate, Junior Associate, Staff Attorney, Paralegal).
• Estimated Hours: For each labor category within each ordering period.
• Proposed Hourly Rate: To be filled in by the vendor.
• Extended Proposed Price: Calculated based on Estimated Hours and Proposed Hourly Rate.
• Travel & Other Direct Costs: Includes Travel and Other Direct Costs, with a 'To Be Determined' status for specific details and a not-to-exceed value.
• Grand Total: Sum of all labor, travel, and other direct costs for each ordering period.
• Ordering Periods: The worksheet covers Ordering Periods I through V, and also includes sections for Year VI, Year VII, and Year VIII, though these appear to be less detailed or incomplete in the provided data.
• Profit: A field is present to indicate the portion of the labor rate attributable to profit.

Bidders must use this worksheet to calculate and submit their proposed pricing. The structure requires detailed input on labor categories, estimated hours, and hourly rates. The "To Be Determined" entries for travel and other direct costs indicate that further clarification or negotiation may be required for these components. The "Grand Total Evaluated Price" on the "Overall Summary" sheet aggregates the costs across all periods, which will be a key factor in proposal evaluation.

Form / Attachment / Pricing Sheet

This document is a template designed to assist offerors in complying with the Small Business Subcontracting Plan requirements outlined in Federal Acquisition Regulation (FAR) 52.219-9. While other formats may be acceptable, failure to include essential information as exemplified in this model could lead to delays or rejection of an offer.

• Subcontracting Plan Period: Must cover the entire period of performance for individual plans, or coincide with the company's fiscal year for commercial plans.
• Plan Type: Offerors must select one: Individual Plan (for a specific contract), Commercial Division-wide Plan, or Commercial Company-wide Plan.
• Goals: Requires separate dollar and percentage goals for subcontracting with various small business categories (SB, VOSB, SDVOSB, SDB, WOSB, HUBZone).
• Products/Services: A section to list the types of products or services planned for subcontracting.
• Goal Development: Explanation of the methodology used to develop subcontracting goals.
• Identifying Potential Sources: Methods used to identify potential subcontractors.
• Indirect Costs: Indication of whether indirect costs are included in goals and the method used for calculation.
• Program Administrator: Details of the individual responsible for administering the subcontracting program.
• Equitable Opportunity: Description of good faith efforts to ensure equitable opportunities for small businesses.
• Flow-Down Clauses: Agreement to include FAR clauses 52.219-8 and 52.219-16 in subcontracts.
• Reporting & Cooperation: Agreement to submit periodic reports (SF 294s) and cooperate with surveys.
• Recordkeeping: Description of records to be maintained regarding subcontracting efforts.

Offerors must complete and submit this template as part of their proposal if a subcontracting plan is required. It details the specific information and commitments needed regarding subcontracting with small businesses. The provided government-wide goals (e.g., 23% for small businesses) serve as guidance, but offerors should propose realistic goals for the specific requirement. Failure to properly complete this plan may impact the evaluation and acceptance of an offer.

Form / Attachment / Pricing Sheet

This document is a security assessment questionnaire designed for external vendors who will process, store, or transmit FHFA CUI (Controlled Unclassified Information). It requires vendors to provide detailed information about their organizational and technical security controls.

• Organizational Controls: Questions cover FHFA information usage, sharing, security audits, IT/security service management, background screening, security awareness training, incident response plans, privacy policies, IT network overview, end-user device protection, network boundary protection, and vulnerability scanning.
• Control Scoping: Questions focus on the systems and environments where FHFA information will be handled, access controls, data protection measures (encryption, backups), auditing, data loss prevention, and information sanitization procedures.

Vendors must complete this questionnaire thoroughly to demonstrate their ability to protect FHFA CUI. Responses should include references to or attachments of relevant policies, procedures, and reports. This document is critical for assessing a vendor's security posture and compliance with FHFA requirements.