Attachment A - 401(k) Legal Services Statement of Work.pdf

FHF-25-Q-0002

Attachment A – Statement of Work

1.0 BACKGROUND:

The Federal Housing Finance Agency (FHFA) was created by the Housing and Economic Recovery Act of 2008 (HERA) to regulate and supervise Fannie Mae, Freddie Mac, and the 11 Federal Home Loan Banks (jointly, the “regulated entities”). HERA combined three organizations, the Office of Federal Housing Enterprise Oversight, the Federal Housing Finance Board, and a group from the Department of Housing and Urban Development, which collectively had previously regulated these regulated entities. These institutions play critical roles in supporting our nation’s housing finance system. Fannie Mae and Freddie Mac guarantee mortgage-backed securities (MBS) and hold mortgages and MBS’ for investment. The Federal Home Loan Banks lend money to banks and other financial institutions using mortgages as collateral and invest in mortgage-related assets. In 2008, FHFA placed Fannie Mae and Freddie Mac in conservatorships, where they remain.

2.0 SCOPE:

As part of FHFA’s comprehensive employee benefits package, FHFA offers its employees a 401(k) retirement savings plan (“401(k) Plan” or “Plan”). Schwab Retirement Plan Services serves as the recordkeeper for the Plan. The FHFA 401(k) Plan Oversight Committee (“the Committee”) is comprised of seven FHFA employees and is chartered with the responsibility for administering the Agency’s 401(k) Plan. As such, FHFA requires the services of a law firm experienced in 401(k) plans administered by a federal agency to provide the full scope of legal services related the administration of FHFA’s 401(k) Plan, to include legal advice, representation, and litigation services, if necessary.

If necessary, the Contractor shall also provide, as directed by FHFA, court reporting, videography, exhibit preparation, and expert consultants/witnesses, including administrative and operational support services to support the expert consultants/witnesses.

3.0 TASKS:

The Contractor is responsible for performing the following non-exhaustive list of tasks.

a. FHFA’s 401(k) Plan Oversight Committee’s Policies and Procedures

Provide advice and counsel on appropriate policies and procedures for the Committee and/or Office of Human Resources Management (OHRM) to oversee, monitor, and manage the 401(k) Plan and Plan recordkeeper.

b. Administration of the Agency’s 401(k) Plan

Provide advice, counsel, and representation as needed regarding the administration and governance of FHFA’s 401(k) Plan, including, but not limited to, interpretations of Plan provisions, fiduciary responsibilities and best practices, pertinent legal updates, and drafting and/or advising on proposed Plan changes. Advise on individual participant-related issues such as missed contributions, excess contributions, distributions, and beneficiary issues.

c. Proactive Advice on Statutory and Regulatory Changes

Ensure FHFA is aware of statutory or regulatory changes (e.g., SECURE 2.0) that impact or potentially impact the 401(k) Plan. Provide timely advice on mandatory or discretionary Plan changes so that FHFA can take appropriate action and ensure compliance with relevant legal authorities.

d. Training

Provide fiduciary and other relevant training to the Committee and other FHFA staff as requested by FHFA.

e. Compliance Audits

At the request of FHFA, conduct or help facilitate third-party Plan compliance audits.

f. Litigation and Representation

Represent FHFA and/or the Committee in litigation related to FHFA’s 401(k) Plan.

Represent FHFA and/or the Committee in administrative forums and before administrative agencies (e.g., IRS).

g. Other Requirements

The Contractor shall:

1. Have and maintain active membership in good standing in a bar of a state, territory of the United States, the District of Columbia, or the Commonwealth of Puerto Rico, and meet and maintain all applicable requirements of that bar.

2. Upon request, provide a certificate of good standing in a bar for each attorney who provides legal services under this contract.

3. Provide the COR a signed Non-Disclosure Agreement form for each personnel prior to performance of work under this contract.

4. Avoid any actual or apparent conflicts of interest and immediately notify FHFA if any actual or apparent conflict arises.

5. If necessary, submit a Conflict-of-Interest Mitigation Plan, which shall be updated as necessary throughout the life of this contract.

6. Communicate with FHFA’s Office of General Counsel attorney liaison regarding advice, strategy, status, and due dates.

4.0 DELIVERABLES:

The provision of advice, counsel and/or representation shall be provided as requested by FHFA, such as via e-mail, telephone conference, formal memoranda, in-person meetings, or other appropriate means. Written deliverables will be provided within mutually agreed upon timeframes.

5.0 GOVERNMENT-FURNISHED PROPERTY:

FHFA will provide contractor personnel with access to FHFA’s information technology network.

6.0 SECURITY:

The Contractor shall ensure the security of FHFA Controlled Unclassified Information (CUI) as set forth in FHFA Clause 6.205, Nondisclosure of Controlled Unclassified Information, including FHFA Non-Public Information. FHFA Non-Public Information (defined at 12 C.F.R 1214.1) is a type of CUI and shall be handled accordingly.

With respect to FHFA CUI in hard copy format, the Contractor shall take all necessary measures to prevent unauthorized access to or disclosure of FHFA CUI, to include securely storing hard copy documents when not in use.

With respect to the information technology (IT) security and the contractor’s IT systems, the contractor shall comply with FHFA Clause 6.208a, FHFA Network Access.

Compliance with FHFA Clause 6.208a requires all contractor personnel with access to FHFA CUI to complete a background check as set forth in FHFA Clause 6.207, Homeland Security Presidential Directive-12 [HSPD-12] and complete mandatory, FHFA-provided training prior to accessing FHFA’s network. Contractor personnel will access FHFA’s network remotely using an application on their mobile device or utilizing other FHFA-provided technology. FHFA’s IT Help Desk will provide support in setting up remote access, but FHFA will not provide mobile devices. For any tasks performed by the contractor involving FHFA CUI and using an electronic information system (e.g., a computer, laptop, portable electronic device), the Contractor must perform all such work only on FHFA’s network. For example, electronic documents containing CUI shall be created, edited, and stored only on FHFA’s network. The Contractor will also be provided FHFA email accounts (Microsoft Outlook), which will be used for transmitting emails containing FHFA CUI to third parties and FHFA staff.

7.0 PLACE OF PERFORMANCE:

Performance will primarily occur at contractor’s place of work, but in-person meetings or trainings may occasionally be required at FHFA Headquarters, 400 7th Street, S.W., Washington, DC, 20219.

8.0 PERIOD OF PERFORMANCE:

The period of performance is for one year from the date of contract award with four one-year option periods.

9.0 TRAVEL:

Travel is unlikely but may be required in performance of the contract. Travel shall be approved in advance by the Contracting Officer’s Representative. All travel costs for transportation, lodging, meals, and incidental expenses incurred by contractor personnel on official company business are allowable subject to FAR 31.205-46, Travel Costs.

These costs will be considered reasonable and allowable only to the extent they do not exceed on a daily basis the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulation.

10.00 FUNDING STATUS:

The contractor shall comply with the Payment section, that is paragraph (i) of FAR clause 52.212-4 Contract Terms and Conditions – Commercial Items (Oct 2018) Alternate I (Jan 2017 – FHFA Deviation (see paragraphs (d) and (s)).

The Contractor shall notify the FHFA Contracting Officer and Contracting Officer’s Representative in writing whenever incurred cost or actual incurred cost of any of contract line items number will exceed 85% of its funding amount.

The contractor is cautioned that performance of work above the funded amount of the contract is at the contractor's own risk.

11.00 BILLING AND INVOICE REQUIREMENTS:

a. Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315. Refer to FAR Clause 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services and FHFA Specialty Clause, 6.206a Invoicing via Invoice Processing Platform (MAR 2020), for further details.

b. Allowable Billing for Professional Services

i. Contractor shall not charge for attorneys performing paralegal duties such as checking dockets or cite checking.

ii. Intra-office communications and conferences that are administrative, supervisory, or training-related shall not be billed. Contractor should limit intra-office communications to those that are strictly necessary for the work being performed. Billing for intra-office communications should specify the topic and purpose. Attendance versus active participation at a conference should not be billed.

iii. Contractor should avoid billing for unnecessary overlap of activities or duplication of effort by timekeepers. Descriptions of the same activities performed by multiple timekeepers should describe the difference in the work performed by each timekeeper. Activities should be performed by timekeepers with the skill level required to competently perform the task.

iv. Contractor should not bill for activities by timekeepers who are reviewing and editing work of inexperienced attorneys where those activities are for teaching or training.

v. Contractor shall not charge for more than one (1) participant at a deposition, unless prior approval is obtained from the COR.

12.00 LABOR CATEGORIES:

a. Labor Categories

Contractor shall designate a primary partner and a primary associate who shall provide the required services for most matters. These individuals shall be designated as key personnel. For most matters, FHFA expects one partner and one associate to work together to perform the required work. Proposed personnel must meet the requirements specified below. FHFA may request that additional labor categories identified in Attachment C be utilized when appropriate.

1. Partner

Description and Responsibilities: Responsible for ensuring work is completed in a timely and professional manner. Oversees work of more junior attorneys as needed to ensure that it is high quality and reflects requisite attention to detail. Reviews draft written work products of more junior attorneys where appropriate before they are submitted to FHFA OGC. Ensures that urgent matters are given the highest priority and attention. Individuals proposed to serve as partner may have the title of Senior Partner, Partner, Senior Counsel, or other title within the law firm so long as the proposed individual meets the minimum experience requirements.

Experience and Other Qualifications: At least ten (10) years of relevant experience.

Have and maintain active membership in good standing in a bar of a state, territory of the United States, the District of Columbia, or the Commonwealth of Puerto Rico, and meet and maintain all applicable requirements of that bar.

a. Associate

Description and Responsibilities: Responsible for completing required tasks in a timely and professional manner. Work products are high-quality and reflect attention to detail.

Ensures that urgent matters are given the highest priority and attention. Individuals proposed to serve as associate may hold the title of Senior Associate, Associate, Junior Associate, or other title within the law firm so long as the proposed individual meets the minimum experience requirements.

Experience and Other Qualifications: At least five (5) years of relevant experience.

Have and maintain active membership in good standing in a bar of a state, territory of the United States, the District of Columbia, or the Commonwealth of Puerto Rico, and meet and maintain all applicable requirements of that bar.

c. Other Personnel

The Contractor is free to identify additional labor categories that may be required to perform the work required under this Statement of Work (e.g., staff attorney, paralegal, administrative assistant) in Attachment C.