Legal and Strategic Advisory Services

Questions & Answers / Clarifications

This document provides responses to vendor questions regarding Solicitation FHF-26-R-0032, clarifying various aspects of the solicitation, including attachments and the Performance Work Statement (PWS).

• Organizational Conflict of Interest (OCI): The clause 6.213 has been revised to remove the term "organizational" from the clause title and sections (c)(1) and (c)(2) to eliminate ambiguity.
• Subcontractors: Subcontractors, including small businesses, do not all need to be identified at the time of proposal submission. Additional subcontractors may be identified during performance. (Ref: Section 6 of PWS).
• Legal Experience (Factor 1): Offerors should only identify jurisdictions relevant to and supportive of their responses to Factor 1, items a through k. The page limitation for this section will not be adjusted.
• Personnel Qualifications: The submission is limited to six personnel. Offerors may assign one of these positions to a contract program manager or an individual managing court operations and administrative support. Additional personnel can be included in the pricing submission.
• Reps and Certs: Offerors must submit Representations and Certifications during Phase II as per RFP instructions.
• Conflict of Interest Waivers: Offerors representing clients adverse to other Federal Agencies must submit a Conflict of Interest Mitigation Plan during Phase II. Waivers will be evaluated case-by-case.
• Task Orders: Offerors do not need to be prepared to perform all tasks (3.1-3.9) for each task order. The scope for each individual task order will detail the specific work required.
• Subcontractor Approval: Inclusion of subcontractors on the cover page does not constitute approval upon award. Separate approval is required unless they are evaluated as part of the award process and incorporated into the contract.

These clarifications address vendor concerns regarding OCI, subcontractor identification, personnel qualifications, and the scope of work for task orders. No changes to proposal deadlines or submission rules were indicated, but clarity has been provided on several key requirements.

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 specific FHFA clauses.

• General Terms: Covers compliance with anti-discrimination laws, non-personal services, and the employer-employee relationship.
• FAR Clauses: Incorporates numerous FAR clauses by reference, such as those related to System for Award Management (SAM) maintenance, contract terms for commercial products/services (52.212-4), and provisions for small business subcontractors (52.232-40). It also lists specific clauses applicable to commercial products and services (52.212-5) with checkboxes indicating their inclusion.
• FHFA Clauses: Includes specific FHFA clauses addressing disputes, non-appropriated funding, 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, IT security, order of precedence, conflict 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 IT security for CUI.
• Solicitation Provisions: Incorporates solicitation provisions by reference, including 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 compliance requirements, payment terms, dispute resolution, data handling, personnel security, and performance expectations. Understanding these terms is essential for preparing a compliant and accurate proposal and for fulfilling contractual obligations if awarded.

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 other legal requirements.

• FAR Clauses: Includes standard clauses such as FAR 52.204-13 (SAM Maintenance), FAR 52.212-4 (Contract Terms and Conditions - Commercial Products and Commercial Services), and FAR 52.212-5 (Contract Terms and Conditions Required to Implement Statutes or Executive Orders).
• FHFA Clauses: Incorporates specific FHFA clauses like 6.202 (Disputes), 6.205 (Nondisclosure of Controlled Unclassified Information), and 6.207 (Homeland Security Presidential Directive-12).
• Specific Requirements: Details on invoicing via Invoice Processing Platform (IPP), nondisclosure of FHFA Non-Public Information, IT security controls (NIST SP 800-171), and personnel background investigations (HSPD-12).
• Order of Precedence: Clarifies that FHFA clauses take precedence over FAR clauses in case of conflict.

This document is critical for bidders as it defines the legal and contractual framework governing the potential contract. Understanding these clauses is essential for assessing compliance obligations, potential risks, and overall contract terms. Key areas for bidders to review include:

• Payment and Invoicing: FAR 52.212-4(g) and FHFA 6.206a outline invoicing procedures.
• Data Security and Confidentiality: FHFA 6.205 and 6.208b detail requirements for handling Controlled Unclassified Information (CUI) and Non-Public Information.
• Personnel Requirements: HSPD-12 (FHFA 6.207) and related network access clauses (FHFA 6.208a) specify background investigation and training requirements for personnel.
• Disputes Resolution: FHFA 6.202 outlines the process for resolving contract disputes.
• Compliance: Various clauses mandate adherence to Federal laws, regulations, and FHFA policies.

Form / Attachment / Pricing Sheet

This document is a pricing worksheet designed to capture vendor proposals for labor, travel, and other direct costs across multiple ordering periods. Bidders must use this template to detail their proposed pricing structure.

• Labor Costs: Includes categories such as Senior Partner, Partner, Counsel, Senior Associate, Mid-Level Associate, Junior Associate, Staff Attorney, and Paralegal.
• Estimated Hours: For each labor category, the estimated hours are provided.
• Proposed Hourly Rate: Bidders are expected to fill in their proposed hourly rates for each labor category.
• Extended Proposed Price: This field will be calculated based on estimated hours and proposed hourly rates.
• Travel & Other Direct Costs: Vendors must indicate if these costs are 'To Be Determined' or provide a not-to-exceed amount.
• Ordering Periods: Pricing is broken down by Ordering Period I through V, and also includes sections for Year VI, VII, and VIII, though these latter periods do not have estimated hours or rates pre-filled.
• Profit: A field is included to specify the portion of the labor rate attributable to profit.

This worksheet is critical for bidders to accurately and comprehensively detail their proposed pricing for the opportunity. The submitted pricing will be a key component of the overall proposal and will likely be used in the evaluation process. Bidders must ensure all fields are completed accurately according to the instructions and the structure provided.

Form / Attachment / Pricing Sheet

This document is a template designed to assist offerors in creating a Small Business Subcontracting Plan, as required by Federal Acquisition Regulation (FAR) 52.219-9. While this template is provided, other formats may be acceptable if they contain the essential information.

• Subcontracting Plan Period: Must cover the entire period of performance or coincide with the company's fiscal year.
• Plan Holder Information: Requires details such as name, address, and subsidiaries included.
• Item/Service: Description of what will be subcontracted.
• Type of Plan: Options for Individual, Commercial Division-wide, or Commercial Company-wide plans.
• Goals: Separate dollar and percentage goals for subcontracting with various small business categories (SB, VO, SDVO, SDB, WO, HUB).
• Products and/or Services: Description of types of products/services to be subcontracted.
• Goal Development Methodology: Explanation of how goals were determined.
• Identifying Potential Sources: Methods used to find potential subcontractors.
• Indirect Costs: Inclusion or exclusion of indirect costs in goals and explanation if included.
• Program Administrator: Contact information and duties of the individual managing the subcontracting program.
• Equitable Opportunity: Description of good faith efforts to ensure fair competition for small businesses.
• Flow-Down Clauses: Agreement to include FAR clauses in subcontracts.
• Reporting & Cooperation: Commitment to cooperate with surveys and submit periodic reports using SF 294s (as FHFA does not use eSRS).
• Recordkeeping: Description of records to be maintained regarding subcontracting efforts.

Offerors must use this template or a compliant alternative to detail their strategy for subcontracting with small businesses. Failure to include essential information may lead to delays or rejection of an offer. The plan requires specific goals, methods for identifying sources, and reporting procedures. The Federal Housing Finance Agency (FHFA) has provided overall subcontracting goals (e.g., 23% for small businesses, 3% for veteran-owned small businesses) as guidance, but offerors should propose realistic goals for the specific requirement. Reporting is done via SF 294 forms, not eSRS.

Questions & Answers / Clarifications

This document appears to be a template or an empty spreadsheet intended for recording questions and answers related to a solicitation. It lists columns for 'Question #', 'Document Name', 'Document Section', and 'Question'.

As the document is empty, there are no specific questions or answers provided at this time. It serves as a placeholder for future clarification.

This document does not currently impact the solicitation. It is a tool to be used for gathering vendor questions and providing official answers.

Form / Attachment / Pricing Sheet

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

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

Vendors must complete this questionnaire thoroughly to demonstrate their ability to protect FHFA CUI. Responses should be supported by attached policies, procedures, or reports where applicable. Failure to adequately address these security requirements may impact a vendor's eligibility or ability to be awarded the contract.

Solicitation / RFP / RFQ

This is a combined synopsis/solicitation and request for proposal (RFP) for commercial legal and strategic advisory services for the Federal Housing Finance Agency (FHFA). The FHFA requires assistance with litigation, policy advice, regulatory guidance, and other legal matters related to its operations and the Regulated Entities (Office of Finance, U.S. FinTech LLC, Fannie Mae, Freddie Mac).

Services include, but are not limited to:

• Litigation at state and federal levels (trial and appellate).

• Oversight and coordination of legal strategy.

• Advice on policy decision-making.

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

• Expertise in Housing and Economic Recovery Act of 2008 and Dodd-Frank Wall Street Reform and Consumer Protection Act.

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

• Support services for litigation, including court reporting, e-discovery, and expert witnesses.

• Multiple Indefinite Delivery, Indefinite Quantity (IDIQ) contracts anticipated (likely no more than five).

• Ordering period of five (5) years.

• Unrestricted under NAICS code 541110 (Office of Lawyers).

• Two-phase submission process: Phase I (Legal Experience) and Phase II (Personnel Qualifications, Pricing, etc.).

• Phase I requires a Cover Page and a maximum of six (6) pages detailing legal experience. A one-page summary of geographic resource availability is also required.

• Phase II requires Personnel Qualifications (max 6 personnel, 2 pages each narrative, 2 pages each resume), Pricing, and Representations & Certifications.

• Oral Presentations are optional at the Government's discretion.

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

• Technical factors (1 & 2) are significantly more important than Price (Factor 3). Factor 4 is evaluated on an acceptable/unacceptable basis.

• Key Deadline for Questions/Suggested Alternate Terms: March 26, 2026, 4:00 PM Eastern.

• Phase I submission deadline: Date and time identified on the Contract Opportunities webpage.

• Requirement is unrestricted.

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

• Large businesses may be required to submit a Small Business Subcontracting Plan.

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

• Offerors must submit only one offer.

• Period for acceptance of offers modified to 120 calendar days.

• IT Security compliance is required prior to award.

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

This Performance Work Statement (PWS) outlines the requirements for legal and strategic advisory services to be provided to the Federal Housing Finance Agency (FHFA). FHFA is responsible for ensuring the capital adequacy and financial safety and soundness of Fannie Mae, Freddie Mac, and the 11 Federal Home Loan Banks.

The contractor will provide a broad range of legal services, including but not limited to:

• Litigation at state and federal levels.

• Oversight and coordination of legal strategy.

• Advice on policy decision-making.

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

• Expertise in the Housing and Economic Recovery Act of 2008 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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

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

• Maintain the highest levels of professionalism, confidentiality, discretion, and ethics.

• Attorneys must be members in good standing of a state bar.

• Avoid conflicts of interest.

• Provide high-quality written work products by agreed-upon due dates.

• Deliverables must be in electronic format (Microsoft Office or PDF) and comply with Section 508 of the Rehabilitation Act.

• Deliverables must be marked as Controlled Unclassified Information (CUI) unless otherwise directed.

• Ordering Period: Five (5) years from the effective date of award (July 1, 2026 - June 30, 2031).

• Services may be rendered at various locations, including FHFA facilities, contractor facilities, or other locations as required.

• Contractors must provide a Transition-Out Plan if requested.

• Compliance with FHFA security requirements, including Non-Disclosure Agreements.

• Adherence to ICT Accessibility Requirements (Section 508, WCAG Level A & AA).

• Specific labor categories and requirements will be detailed at the Task Order level.

• Contractors must submit Quarterly Status Reports and Annual Budget Projections.

• Strict procedures for case management, pleadings, litigation status updates, settlement communications, and communications with regulated entities.