Attachment A PWS.pdf

Attachment A - Performance Work Statement

Performance Work Statement

Legal and Strategic Advisory Services

1. Introduction

The Housing and Economic Recovery Act of 2008, Public Law No. 110-289, 122 Stat. 2654

(2008) (HERA), established the Federal Housing Finance Agency (FHFA) as an independent agency of the federal government, effective July 30, 2008.

Under the Federal Housing Enterprises Financial Safety and Soundness Act, as amended by

HERA, FHFA is charged with ensuring the capital adequacy and financial safety and soundness of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage

Corporation (Freddie Mac), and the 11 Federal Home Loan Banks (collectively, the Regulated

Entities). Fannie Mae and Freddie Mac (the Enterprises), combined, own or guarantee more than

$5 trillion of residential mortgages in the United States, and play a key role in housing finance and the U.S. economy.

FHFA is statutorily empowered to place a Regulated Entity into conservatorship or receivership in certain circumstances. In September 2008, FHFA was appointed as the conservator of Fannie

Mae and Freddie Mac. As conservator of Fannie Mae and Freddie Mac, FHFA stands in the place of each company’s shareholders, boards, and management and may take such actions as necessary to put the Enterprises in a sound and solvent condition and as are appropriate to carry on the business of the Enterprises. In conservatorship, the companies operate under their charters, as directed by the conservator with their public missions to support the secondary mortgage market.

Additional background information on FHFA may be found on FHFA’s website: www.fhfa.gov.

2. Scope of Work

FHFA seeks contractors to provide various types of legal services to FHFA. FHFA seeks contractors with expertise that includes some, but not necessary all, of the following areas:

litigation at the state and federal level1; oversight and coordination of legal strategy; advice on policy decision making; regulatory advice with respect to the Regulated Entities, the Office of

Finance, and U.S. FinTech LLC2; significant experience with the Housing and Economic

Recovery Act of 2008; legal advice in the areas of banking law, securities law, financial services regulation law; significant experience with the requirements of the Dodd-Frank Wall Street

Reform and Consumer Protection Act, bankruptcy law, real estate law, antitrust law, administrative law, corporate law (including matters involving boards of directors and governance), insurance law, conservatorships and receiverships of financial institutions, insolvency law, artificial intelligence, privacy law (including but not limited to Privacy Act and

Freedom of Information Act matters), internal operations, and other areas of law as needed.

1 FHFA has independent litigation authority pursuant to 12 U.S.C. § 4513 (c)(1).

2 Formerly known as Common Securitization Solutions.

http://www.fhfa.gov/

A significant portion of the work under these contracts is anticipated to be litigation related, both at the trial court and appellate levels. Litigation services may include, but are not limited to, investigations relating to fraud or other matters; multifamily and single-family real estate matters such as foreclosures, receiverships, or lien priority; federal, state, and local actions that may involve fines, fees, or penalties; issues that may arise related to the conservatorships of Fannie

Mae or Freddie Mac; and other litigation or legal advice concerning matters related to the

Regulated Entities, the Office of Finance, and U.S. FinTech, LLC. For litigation services, the

Contractor shall also provide, as directed by FHFA, court reporting, videography, electronic discovery, exhibit preparation, and expert consultants/witnesses, and any other litigation related services as needed, including administrative and operational support services to support the representation of FHFA.

In addition to litigation related issues, contractors are sought for non-litigation areas of legal practice to provide legal advice, analysis, and fact-finding, if appropriate, that are related to the areas of expertise described above.

Detailed information concerning the work to be performed will be provided in the statements of work for the individual Task Orders issued under this indefinite-delivery, indefinite-quantity

(IDIQ) contract (see Section 23, Ordering Procedures, infra).

3. Tasks

The Contractor shall perform a full range of ongoing legal tasks related to the services set forth in this Performance Work Statement (PWS), which may include:

3.1 Providing FHFA legal advice relating to management and oversight of litigation and non-litigation matters.

3.2 Providing advice and direction to FHFA on coordinating strategy for oversight of litigation and other legal matters affecting FHFA and the Regulated Entities, the Office of Finance, and U.S. FinTech, LLC.

3.3 Providing legal and strategic advice and direction to FHFA on policy decision making involving the Regulated Entities, the Office of Finance, and U.S. FinTech, LLC.

3.4 Providing FHFA advice and direction regarding governing statutes such as the Housing and

Economic Recovery Act of 2008 and the Dodd-Frank Wall Street Reform and Consumer

Protection Act.

3.5 Providing advice and direction on the applicability of various laws and regulations to FHFA and the Regulated Entities, the Office of Finance, and U.S. FinTech, LLC.

3.6 Providing advice and assistance in preparing FHFA personnel for testimony in depositions and other matters.

3.7 Drafting and filing legal documents in courts (e.g., complaints, answers, motions, appellate briefs).

3.8 Appearing in court as required on behalf of FHFA as the conservator, or FHFA as regulator, up to and including trials.

3.9 Providing court reporting, videography, and expert consultant/witness support services, including administrative and operational support services to support the consultant/expert witnesses.

The Contractor shall provide the services outlined above as authorized by the FHFA Contracting

Officer’s Representative (COR). Performance of any work not authorized in writing by the COR or other authorized FHFA staff is at the Contractor’s own risk and is not subject to reimbursement by FHFA.

4. Other Requirements

The Contractor shall:

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

4.2 With respect to its attorneys working on any matter for FHFA, have and maintain active membership in good standing in the applicable 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.

4.3 Upon request, provide a certificate of good standing in the state bar for each attorney assigned to an FHFA matter.

4.4 Provide at least one attorney that is a member in good standing of the state bar applicable in any active, filed litigation matter for which they are retained without the need for pro hac vice admission.

4.5 Avoid any actual or apparent conflicts of interest pertaining to this contract or awarded Task

Orders under this contract.

4.6 Immediately notify the COR of any requests or demands for FHFA information or documents that may arise during, or after, the performance of this contract.

4.7 Maintain accurate and reliable billing information.

4.8 Work collaboratively with other law firms and attorneys identified by FHFA that are providing legal services to FHFA.

4.9 Promptly respond to questions, requests for advice, or inquiries from the COR and other authorized FHFA staff.

4.10 Provide high-quality written work products for review by FHFA by agreed-upon due dates.

4.11 Abide by applicable outside counsel protocols (see Sections 7 through 11) and guidelines and all FHFA policies and procedures applicable to contractors.

5. Contract Deliverables

For any written deliverables, FHFA will provide notification of acceptance or rejection in accordance with FHFA Specialty Clause 6.216, Review and Ownership of Deliverables.

The Contractor shall ensure written deliverables are in an electronic format (e-documents) -either in a Microsoft Office product format (Word/ PowerPoint/ Project/ Excel) or an Adobe

Acrobat PDF format - and are in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 USC 794d), and its implementing standards and guidelines.

Unless otherwise directed by the COR, all written deliverables must be marked as Controlled

Unclassified Information (CUI) in accordance with FHFA’s CUI Policy and CUI Procedures. If you do not have access to FHFA’s CUI Policy and Procedures via FHFA’s intranet, you must https://intranet.fhfa.gov/downloader.ashx?objectid=6491209 https://intranet.fhfa.gov/downloader.ashx?objectid=6491210 request a copy from the COR. Generally, CUI markings require that a document 1) be marked with the word “CONTROLLED”, centered at the top of the document, and 2) include identification of FHFA as the designating agency on the first page of the document. Examples of an agency designation include having the Agency logo or Agency letterhead on the first page or placing “Controlled by FHFA” in the center of the footer of the first page.

All deliverables, as well as file materials maintained by the Contractor in support of work performed under the contract, shall be the property of FHFA. At the end of an assignment, the

Contractor may be asked to return all such file materials to FHFA. Any document file system used by the Contractor to maintain any such file materials must comply with all applicable

FHFA security requirements, and the Contractor’s document disposal policy for any such file materials must not conflict with any applicable FHFA document policies.

5.1 Quarterly Status Report

For periods in which the Contractor has an active Task Order, the Contractor shall submit to the

COR a Quarterly Status Report covering work accomplished during each quarter of the performance period, and also covering worked planned for the upcoming quarter, including a good faith estimate of the cost and fees or projected budget for each matter. Such reports shall be designed as an element in an integrated comprehensive system of planning, control, reporting, and management information. The Quarterly Status Report shall be in addition to other reporting requirements which may be applicable to an assignment or specific matter as set out in outside counsel protocols (see Sections 7 through 11). The Quarterly Status Report shall be provided at no additional cost to FHFA.

The report shall be submitted within thirty (30) calendar days following the close of each quarter.

FHFA quarters end on December 31, March 31, June 30, and September 30.

The reports shall contain the following elements:

1. A cover page containing:

o Contract Number and Title;

o Sequence number and period of performance covered;

o Contractor’s name;

o Date of preparation; and o “Prepared for the Federal Housing Finance Agency”

2. Dollars spent, including cumulative totals and a forecast of future costs for the upcoming quarter;

3. Subcontracts, including socioeconomic category of subcontractor and dollar value; and,

4. A summary of the quarterly activities by Contract Line Item Number (CLIN);

o Progress made against plans plus pertinent program and contract data in sufficient detail so as to allow assessment of production and productivity and explain any significant results, events, or deviations from anticipated budget estimates, results, or schedules;

o Problems that have or may have impeded performance along with any corrective action accomplished or proposed; and, o Work to be performed during the next quarter presented in the context of overall plans or schedules for the activity.

5.2 Annual Budget Projections

The contractor shall provide the COR or Contracting Officer (CO) a projection of costs for the upcoming performance period for each matter being handled by the contractor. The annual budget projections shall be provided at no cost to FHFA.

5.3 Conflict of Interest Mitigation Plan

The Contractor shall immediately notify the COR in writing in the event a potential or actual conflict of interest arises with respect to the Contractor’s representation of FHFA. As necessary, the Contractor's Conflict of Interest Mitigation Plan shall be updated throughout the life of this contract. FHFA OGC shall review and determine action to be taken regarding the submission of a mitigation plan.

5.4 Future Deliverables

Performance of the tasks outlined in Section 3 (see Tasks, supra) requires ongoing deliverables.

Each work product will specify a goal for completion. All work products shall be submitted in electronic form, i.e., Microsoft Office (Word, Excel or PowerPoint) where feasible, and in hardcopy as necessary and/or required by the COR or other authorized FHFA staff. Deliverables should be appropriately labelled as “attorney client communication,” “privileged” or as otherwise directed by FHFA and will be considered “draft” upon initial receipt. Drafts will be reviewed and accepted, or concerns raised/comments will be provided to the Contractor. The

Contractor shall appropriately address FHFA’s concerns and provide final deliverables within the timeframe specify by the COR.

5.5 Timekeeper Reporting Requirements

For each active Task Order issued under the IDIQ contract, the Contractor shall maintain an up-to-date Timekeeper Report identifying all personnel performing work under the Task Order. At a minimum, the report shall include the following information for each Timekeeper: full name, timekeeper identification number, Juris Doctor year, assigned labor category, fully burdened hourly rate, and the start and end dates of their performance under the Task Order. The report shall be maintained and updated at no cost to FHFA as Timekeepers are added to or removed from the Task Order. Prior to assigning any new Timekeeper, the Contractor shall submit the individual’s information to the Task Order COR for review and approval. Only upon receiving

COR approval may the Timekeeper begin work under the Task Order and be included in the official report. The updated Timekeeper Report shall be submitted to both the CO and the Task

Order COR as changes occur. Additionally, a current copy of the Timekeeper Report shall be submitted with each invoice. Failure to comply with these reporting requirements may result in invoice rejection or delays in payment.

6. Subcontracting

Contractor shall not subcontract any part of its work for the Government unless the CO specifically approves of the subcontract after the Contractor submits to the CO (with copy to the

COR) a Subcontract Request identifying the work to be subcontracted, the reason for subcontracting and the cost or rate of subcontracting.

7. Case Management

For litigation related matters, within ten (10) business days of receiving an assignment from

FHFA, the Contractor shall provide FHFA with a preliminary case assessment and litigation management plan (collectively “Action Plan”). The Action Plan will include proposed staffing,3 estimated time and fees to be incurred on a monthly basis, and recommended steps to accomplish the tasks in representing FHFA during the course of the matter. The Action Plan shall be updated every 60 calendar days by Contractor.

8. Pleadings, Motions, Oppositions, Replies, Briefs, Other Court Filings, and Substantive

Correspondence

All publicly filed documents require FHFA preapproval. Similarly, all correspondence that is substantive in nature requires FHFA pre-approval. For litigation related matters, the Contractor shall notify FHFA as far in advance as possible of any filing deadline for which FHFA review of a document will be required. The Contractor shall provide FHFA with any draft document requiring FHFA review at least three (3) business days in advance of the applicable deadline, as well as any filings to which the draft document is directly responsive. The Contractor shall file papers in substantially the same form as returned by FHFA, unless there are items to discuss or strategic issues to consider, which should then be raised and discussed in time for deliberation and final decision. The Contractor shall provide as-filed copies of any document that FHFA has reviewed within two (2) business days of filing. The Contractor shall inform FHFA within two

(2) business days of the establishment or change of any deadline for briefs relating to dispositive motions or Temporary Restraining Order (TRO)/Preliminary Injunctions (PIs).

9. Litigation Status Updates Including Court Hearings, Key Discovery Events, Trials

For litigation related matters, Contractor shall notify FHFA of any status conference, court hearing involving oral argument scheduled in any court on a dispositive motion or a motion for any form of injunctive relief (TRO, preliminary injunction, or permanent injunction, etc.) or punitive damages or attorneys’ fees, or that otherwise pertains in any way to Agency-related issues within one (1) business day after being notified of hearing date. Then, no less than 14 calendar days before the hearing date (or as soon as practicable in the event a hearing is scheduled with less than 14 calendar days of notice), Contractor shall confirm the date with

FHFA and propose times for a pre-hearing preparation call. The Contractor shall promptly

3 Proposed staffing shall include names, title, and billing rate of each assigned attorney. Unless approved by FHFA in advance, staffing for each matter shall be limited to not more than one junior associate, one senior associate or counsel (if needed), and one senior counsel or partner. Matters may be staffed with fewer than three (3) attorneys if appropriate but assigning more than 3 attorneys to a matter will require FHFA’s advance authorization.

inform FHFA of important litigation events, including dates of all depositions, trials, discovery and other pertinent deadlines, case rulings, and other issues raised by an adverse party, co-counsel, or the court no later than two (2) business of receipt by Contractor. The Contractor shall provide FHFA with written status updates for all active litigation on a monthly basis, unless requested by the COR on a different time schedule.4 Contractor and FHFA will schedule a periodic meeting at least every 60 calendar days (via Teams) to discuss status and next steps for active matters. The COR or other authorized FHFA staff will set up these meetings and may request more frequent meetings. In the event of a realistic trial setting, FHFA and Contractor shall convene promptly to develop a comprehensive staffing and litigation plan. The Contractor shall respond to FHFA questions regarding a matter no later than three (3) business days from the date of the request. However, it is anticipated that Contractor shall use its best efforts to respond to FHFA’s general inquiries within 24 hours of receipt. All FHFA communications to

Contractor must be acknowledged by Contractor within 24 hours of receipt.

10. Settlement Communications

For litigation related matters, Contractor shall convey all communications relating to potential settlement of an assigned matter, including settlement offers, offers of judgment, and invitations to participate in any form of settlement discussion to FHFA within one (1) business day of receiving the communication. This applies to any settlement for an assigned matter regardless of whether FHFA is a party or a signatory. No settlement offer may be made or accepted without prior approval of FHFA. All final settlement agreements will require FHFA’s advance written approval before Contractor may execute.

11. Communications with the Regulated Entities, Their Counsel, and Other Third Parties

Effective representation of FHFA will often require coordination with the entities FHFA regulates. Contractor shall promptly notify FHFA of the need for any issues, facts, or strategies to be discussed with the Regulated Entities, their counsel, or other third parties with an interest in a matter.5 Contractor shall not contact the Regulated Entities, their counsel or other interested parties without prior approval by FHFA for that particular matter. FHFA retains discretion over whether it will be part of any communication, discussion, or meeting between Contractor and all such parties. Contractor shall provide updates to FHFA of their communications with those parties within 24 hours of same if FHFA is not present for such communications.

12. Place of Performance

Legal services will be rendered in numerous locations including various state and federal courts, FHFA’s facilities, Contractor’s facilities/offices, or other locations as required by FHFA.

4 This requirement is separate and apart from any quarterly or other periodic report Contractor must provide in accordance with the governing legal services contract.

5 Third parties with an interest in a specific matter may include but are not limited to Servicers and their counsel, as well as federal, state and municipal government entities including but not limited to the United States Department of

Justice (DOJ), the United States Department of the Treasury (Treasury), and the Consumer Financial Protection

Bureau (CFPB).

13. Period of Performance

The ordering periods of the contract are as follows:

Ordering Period 1: Effective Date of Award to 07/26/2027

Ordering Period 2: 07/27/2027 to 07/26/2028

Ordering Period 3: 07/27/2028 to 07/26/2029

Ordering Period 4: 07/27/2029 to 07/26/2030

Ordering Period 5: 07/27/2030 to 07/26/2031

14. Invoice Instructions

Each monthly invoice must contain a summary page that includes the total monthly cost for each order. In addition to the summary page, supporting documentation must be included with each order. The supporting documentation must include a brief description of each matter, name of each attorney, labor category, hourly rate, billable time, extended total cost (rate x hours), and any receipts for other direct cost and Travel (see Sections 15 Other Direct Costs & 16 Travel, infra).

Contractor invoices shall identify the timekeeper with respect to whom charges are billed;

describe in detail the activity for which the timekeeper’s charges are billed; the amount of time for which charges are billed, in units not larger than tenths of an hour (unless otherwise authorized); and the total charges for the timekeeper’s activity. Invoices shall also summarize total hours and charges billed for each timekeeper and for all timekeepers cumulatively. If instructed by FHFA that FHFA billing guidelines are applicable as set forth in Section 22 (see

Independent Verification and Validation of Legal Invoices and Billing Guidelines, infra), the monthly invoices shall comply with the FHFA billing guidelines. If there is a conflict between the FHFA billing guidelines and this paragraph, the billing guidelines will control.

If it is determined that the amount billed is incorrect, the Contractor shall submit a revised invoice. To constitute a proper invoice, each invoice must include the information contained in

FHFA Specialty Clause, 6.206a Invoicing via Invoice Processing Platform.

15. Other Direct Costs

Reference FHFA Specialty Clause, 6.206c Additional Billing Instructions for Legal Services.

16. Travel

When authorized as within scope and within the Task Order ceiling, travel expenses incurred in performance of technical tasks may be reimbursed as allowed by the Federal Travel Regulations

(FTR) in effect at the time of travel. Travel reimbursement will be made up to the established not-to-exceed amount for Other Direct Costs (ODC). Contractor shall not bill for the costs of local transportation or meals and refreshments consumed while performing work for the

Government locally.

To be reimbursable, the travel expenses must be:

• Allowable under the FTR and the provisions of this Contract and associated technical directives, and

• Allocable and necessary for performance of this contract and associated technical tasks.

To be reimbursed, invoices including travel expenses must provide a detailed breakdown of the actual expenditures invoiced. Contractor shall submit legible copies of all receipts in electronic format for all travel expenses with the monthly invoice.

17. Contract Funding Status

The Contractor shall immediately notify the COR (with a copy to the CO) in writing if at any time it has reason to believe that the total amount of services to be charged under any contract line-item number will exceed 85% of its funding amount within the next 30 calendar days.

The Contractor is cautioned that performance of work above the ceiling for any contract line-item number is at the Contractor’s own risk.

18. Security

Contractor shall safeguard all FHFA Controlled Unclassified Information provided during performance of this contract. Contractor personnel and subcontractor personnel working under this contract are required to sign an FHFA Non-Disclosure Agreement (Agreement). Contractor further agrees that Contractor shall submit a copy of each signed Agreement to the FHFA CO and designated COR prior to performance of any work by Contractor’s personnel or subcontractor personnel under this contract. This includes all substitutions or additions of

Contractor personnel over the contract’s performance. Refer to FHFA Specialty Clauses 6.205, 6.207, 6.208a, and 6.208b for a copy of the Non-Disclosure Agreement and relevant IT security standards.

19. ICT Accessibility Requirements

Section 508 of the Rehabilitation Act, as amended by the Workforce Investment Act of 1998

(P.L. 105-220) requires that when Federal agencies develop, procure, maintain, or use information and communication technology (ICT), it shall be accessible to people with disabilities. Federal employees and members of the public who have disabilities must have access to, and use of, information and data that is comparable to people without disabilities. As such, the following requirements apply to this Contract:

19.1 Products platforms and services delivered as part of this work statement that are ICT, or contain ICT, must conform to the Revised 508 Standards, which are located at 36 C.F.R.

§ 1194.1 & Apps. A, C & D, and available at https://www.access-board.gov/ict/

19.2 (Electronic Documents) E102 / 702.10 – Web Content Accessibility Guidelines (WCAG) success criteria level A & AA are incorporated as a requirement. The referenced WCAG criteria is available at http://www.w3.org/TR/WCAG20/

The following items are identified as containing ICT: Electronic Documents https://www.access-board.gov/ict/ http://www.w3.org/TR/WCAG20/

Applicable Functional Performance Criteria: All functional performance criteria apply when using an alternative design or technology that achieves substantially equivalent or greater accessibility and usability by individuals with disabilities than would be provided by conformance to one or more of the requirements in Chapters 4-6 of the Revised 508 Standards, or when Chapters 4-6 do not address one or more functions of ICT.

Applicable requirements for electronic documents and/or support services:

• E205.4 – WCAG Level A & AA Success Criteria

• E302 – Functional Performance Criteria

20. Labor Categories

Labor categories shall include Senior Partner, Partner, Junior Associate, Mid-Level Associate

(minimum four years’ experience), Senior Associate (minimum eight years’ experience), Counsel, Staff Attorney, and Paralegal. Specific labor category requirements (e.g., minimum qualifications) and the designation of key personnel, if any, shall be specified at the Task Order level.

21. Transition-Out Plan

If requested, the Contractor shall develop a Transition-Out Plan outlining the strategy for transitioning out of any awarded Task Order.

21.1.1 The Contractor shall deliver the Transition-Out Plan to FHFA within fifteen (15) business days from the date of the COR or CO’s request. The transition-out period will be determined at the Task Order level.

21.1.2 The Contractor shall continue to fulfill the requirement(s) and continue all current work in progress under the Task Order until the successor Contractor assumes full operational responsibility or as directed by the COR. The Contractor shall not destroy, delete, or otherwise dispose of any files or data upon expiration or termination of the contract without prior permission from the COR.

21.1.3 The Contractor shall fully cooperate with the successor contractor and FHFA during transition out so as not to interfere with their work or duties.

21.1.4 The Contractor shall fully support all requests for information and data under the Task

Order that are required to ensure a seamless transition to a new contractor.

21.1.5 Failure to meet the above transition-out requirements may result in withholding of payment.

22. Independent Verification and Validation of Legal Invoices and Billing Guidelines

Contractor is advised that FHFA may submit Contractor invoices to a third-party vendor, under contract with FHFA to provide independent verification and validation services for legal invoices. Contractor is advised that past and present invoices, as well as contract labor rates, may be reviewed by FHFA’s third-party vendor. Any questions or issues concerning Contractor-submitted invoices will be addressed by the FHFA COR and/or CO.

Contractor is advised that FHFA may provide Contractor with FHFA billing guidelines in which case Contractor is obligated to comply with the FHFA billing guidelines unless a billing guideline requirement is waived, in writing by FHFA. Where the FHFA billing guidelines conflict with this PWS, the billing guidelines control.

23. Ordering Procedures

If multiple awards are made, Contractors will receive a fair opportunity to be considered to compete for Task Orders under the IDIQ contract, in accordance with FAR 16.505(b). Quotes will be requested from Contractors using a Task Order Request cover letter. The cover letter will discuss the contents of the Task Order Request, the terms and conditions of the Task Order, a short overview of the work involved to include the estimated level of effort, any travel and/or material cost (if applicable), instructions for submitting Task Order quotes, and evaluation criteria. The Task Order Request may also include a PWS, Statement of Work (SOW), and/or any applicable reference material. The Task Order Request will be as streamlined as possible and tailored to the legal services required. In evaluating the quotes, FHFA will consider price and non-price factors such as, but not limited to:

a. Experience/expertise in a particular area of law;

b. Experience/expertise in litigating before a particular forum;

c. Past performance generally and/or with FHFA specifically;

d. Availability of resources to perform urgent legal work or work that FHFA anticipates will require a significant level of effort.

Non-price factors may be evaluated through written submissions and/or oral presentations and are made based solely on the determination and judgment of FHFA.

These ordering procedures do not guarantee the Contractor issuance of any Task Order above the minimum guarantees stated in Section 24 (see Maximum Basic Contract Ceiling and Minimum

Awardee Guarantee, infra) of this PWS.

24. Maximum Basic Contract Ceiling and Minimum Awardee Guarantee

This is an IDIQ contract as contemplated by FAR 16.504. The scope of the technical tasks for which orders may be issued is set forth in this PWS. In accordance with FAR 16.504(a), the total maximum value of all supplies and services under each IDIQ contract shall not exceed

$30,000,000.00 over the full term of the contract, unless modified by contract modification.

Once the total ceiling is reached, no additional Task Orders may be awarded unless the contract ceiling is increased by modification. The Government may modify the contract to increase the ceiling when necessary to permit continued performance and completion of work properly issued under existing Task Orders. This includes circumstances in which, due to the time-and-material nature of the contract or the evolving requirements of an ongoing matter (e.g., active litigation or other time-sensitive legal proceedings), additional funding is required to complete the originally authorized scope of work.

In addition, when necessary to ensure continuity of representation, preservation of institutional knowledge, or avoidance of disruption to the Government’s interests in an ongoing matter, the

Government may issue a logical follow-on Task Order to the incumbent Contractor for continued performance of substantially similar services related to the same litigation or legal action. Any such follow-on Task Order shall be within the scope of the IDIQ contract, consistent with applicable competition requirements, and shall not exceed the contract ceiling as modified.

Any ceiling increase shall be for the purpose of completing existing work or issuing a logical follow-on related to the same ongoing matter and shall not authorize new, unrelated requirements beyond the scope of the IDIQ contract.

The Contractor may continue performance of Task Orders previously issued, provided such performance is within the period of performance specified in the applicable Task Order and is consistent with FAR 52.216-22, Indefinite Quantity. Performance shall not extend beyond completion of the work, expiration of the Task Order period of performance, or the limitation established under FAR 52.216-22(d), whichever occurs first.

The total minimum guarantee for each IDIQ contract is $1,000.00 per awardee over the life of the contract. The minimum guarantee shall be considered satisfied when an awardee receives

Task Order work valued at or over $1,000.00. Awardees without $1,000.00 or more in Task

Order work have a maximum of 60 calendar days after the expiration of their contract, or termination for the Government’s convenience, to request their minimum guarantee in writing from the FHFA CO. Termination for cause eliminates the contractor’s entitlement to the minimum guarantee.

25. On-Ramping and Refresh of IDIQ Holders

The Government retains the unilateral right, at any time during the ordering period of this IDIQ contract, to issue additional solicitations and award new IDIQ contracts for the same or substantially similar scope of work to refresh, expand, or otherwise ensure an adequate pool of qualified contractors.

The issuance or award of additional IDIQ contracts under this authority shall not constitute a breach of any existing IDIQ contract and shall not give rise to any protest, claim, equitable adjustment, or entitlement to additional compensation by current IDIQ contract holders.

IDIQ contracts awarded pursuant to this provision shall be incorporated into the applicable contract pool and shall be eligible to compete for future Task Orders in accordance with FAR

16.505(b), or other applicable statutory or regulatory authority.

All contractors holding an active IDIQ contract within the applicable pool at the time a Task

Order Request is issued shall be afforded a fair opportunity to be considered for award, unless a statutory or regulatory exception to fair opportunity applies. For purposes of a logical follow-on exception, “all awardees” shall mean those IDIQ contract holders that were active at the time the original order was issued. IDIQ contracts awarded after issuance of the original order shall not be considered in determining the applicability of a logical follow-on exception.

Newly awarded IDIQ contracts shall be eligible to compete only for Task Orders issued on or after the effective date of their contract award and shall not be eligible to compete for, or receive, Task Orders issued or awarded prior to that date.

Each IDIQ contract awarded through any on-ramp or refresh process shall include a separate minimum guarantee. No contractor is guaranteed award of any specific number of Task Orders beyond satisfaction of its individual minimum guarantee obligation.

26. Contractor Feedback

FHFA intends that periodically during the performance of this Contract, the parties will have constructive feedback sessions, at no additional cost to FHFA, to evaluate Contractor’s performance. The discussion will include areas of concern that may have arisen between the parties, and how to improve the working relationship. FHFA encourages reciprocal feedback from Contractor as to issues/concerns/suggestions for FHFA staff.