Attachment A - Statement of Work.pdf

FHF-23-Q-0012

Attachment A – Statement of Work

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1. 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. Scope

FHFA requires the services of two law firms located in the Mid-Atlantic Region1 of the United

States experienced in Federal employment law matters, that are able to respond quickly to urgent matters as they arise, including, but not limited to, advice on personnel matters covered by Title

5 of the U.S. Code and Code of Federal Regulations and other guidance provided by the U.S.

Office of Personnel Management, adjudication of allegations of discrimination arising under

Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment

Act, as amended, and the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973, as amended; the Equal Pay Act; and the Genetic Information Nondisclosure Act of 2008, or any other Federal Civil Rights law; and any civil action under federal, or state statute, regulation or common law. The law firm should also be experienced in disciplinary matters and performance actions under Federal laws and regulations and the related adjudicatory processes. The firm may also be asked to assist in conducting and/or reviewing investigations for matters such as harassment or other misconduct.

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.

1 The Mid-Atlantic Region means all of D.C., Maryland, Delaware, Pennsylvania, and Virginia along with the parts of New Jersey, New York, and North Carolina that drain into the Delaware and Chesapeake Bays and the Albemarle and Pamlico Sounds. The contractor’s personnel must be able to provide services in-person (e.g., at FHFA headquarters office) if required by FHFA.

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3. Tasks

The contractor shall perform a full range of ongoing legal tasks that may include, but are not limited to:

a. Providing high-quality legal memos and advice, orally, or in writing, on issues that arise and on the applicability of laws, regulations, and guidance to FHFA;

b. Providing high-quality legal memos and advice on how to conduct human resource or personnel-related procedures and actions such as, but not limited to, reductions in force, early separation incentive programs, or implementing new policies and systems;

c. Providing advice to the agency in disciplinary actions, including drafting high-quality proposals and decisions, reviewing and evaluating employee responses, representing the agency at oral replies, and in whistleblowing and individual right of action matters;

d. Preparing witnesses and representing the agency at the informal Equal Employment

Opportunity (EEO) complaint stage, including during counseling sessions and alternate dispute resolution in lieu of counseling;

e. Preparing witnesses and representing the agency during the investigation of a formal EEO complaint of discrimination;

f. Conducting or assisting with investigations such as Faragher-Ellerth harassment investigations and drafting reports of investigation;

g. Representing FHFA before the Equal Employment Opportunity Commission (EEOC), Merit

Systems Protection Board (MSPB), Office of Special Counsel (OSC), and other fora that adjudicate employment law matters, including preparing high-quality, persuasive motions and briefs, conducting and responding to discovery, including electronic discovery, preparing witnesses, including expert witnesses, representation during hearings, and attending status, settlement and other conferences and meetings;

h. Negotiating and drafting binding settlement agreements;

i. Providing timely status reports to the Contracting Officer Representative (COR) in such frequency, format, and content as determined by the COR; and

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j. Serving as trial counsel assisting Department of Justice counsel, or as lead counsel, in litigation of complaints filed in Federal court alleging violations of Title VII of the Civil

Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended and the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973, as amended;

the Equal Pay Act; the Genetic Information Nondisclosure Act of 2008; appeals from MSPB decisions or any other employment-related litigation, including but not limited to, drafting high-quality motions and briefs, attending status and other conferences, participating in alternative dispute resolution, conducting and responding to discovery, including electronic discovery, preparing witnesses, including expert witnesses, attending trial; and post-trial matters.

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

Performance of any work not authorized by the COR is at the Contractor’s own risk and is not subject to reimbursement by FHFA.

4. Other Requirements

The Contractor shall:

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

b. 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. Upon request, provide a certificate of good standing in a state bar for each attorney assigned to represent or advise FHFA.

d. Avoid any actual or apparent conflict of interest pertaining to this contract.

e. 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.

f. Maintain accurate and reliable billing information.

g. Promptly respond to questions, contacts, requests for advice, or inquiries from the COR and other authorized FHFA personnel, including the FHFA Office of General Counsel (OGC) assigned attorney liaison.

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h. As directed by FHFFA, communicate with FHFA’s OGC assigned attorney liaison regarding strategy, status and due dates, including coordinating with the OGC assigned attorney liaison to set due dates for submission of draft work products for review.

i. Provide all drafts for review by agreed upon due dates.

j. Provide high-quality written products that are persuasive, well written and free of factual, legal or typographical errors.

5. Non-Disclosure, Secure Storage, and Secure Transmission of FHFA Controlled

Unclassified Information

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 (OCT 2020). 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 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 (JUN 2019) or

6.208b IT Security clause for acquisitions in which FHFA Controlled Unclassified Information

(CUI) will be processed, stored, or transmitted in a nonfederal information system (OCT 2020).

Based on FHFA’s past experience, it is likely that FHFA Clause 6.208a will be applicable.

a. Contractor Subject to FHFA Clause 6.208a – 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]

(JUN 2020) 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. 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

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(Microsoft Outlook), which will be used for transmitting emails containing FHFA CUI to third parties and FHFA staff. When transmitting any CUI via email to a non-FHFA email account, the Contractor shall use FHFA’s Zix Email Encryption software.

b. Contractor Subject to FHFA Clause 6.208b – The Contractor’s ability to comply with

FHFA Clause 6.208b will be determined following award. If applicable, Contractor shall maintain compliance with 6.208b throughout the life of the contract.

6. Contract Deliverables

Upon request, the Contractor shall provide the COR with monthly narrative reports on the activities performed and status of the work. Reports shall be in electronic format and organized on a task-by-task basis for every task that is assigned a discrete billing account. The monthly reports shall summarize legal services provided and be transmitted in a secure manner. Such reports shall be provided in Microsoft Office format (i.e., Word, Excel, or PowerPoint). The initial reports shall be delivered within thirty (30) calendar days of the first full month of the performance period and subsequent reports shall be delivered prior to the end of the succeeding calendar month.

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. The

Contractor shall submit a Conflict of Interest Mitigation Plan as part of its quote, which shall be updated as necessary throughout the life of this contract.

The tasks outlined in Section 3 of this Statement of Work require on-going deliverables. For each work product/deliverable, the Contractor shall provide the deliverable by the FHFA-specified date/time for completion. In the event the Contractor is managing a matter without specific direction from the FHFA attorney liaison (e.g., where FHFA OGC has a conflict), Contractor shall ensure that all filings, communications and other deliverables are timely completed, to include meeting any court/MSPB/EEOC deadlines for filings. All deliverables shall be in electronic format where feasible and in hard copy as necessary and/or required by the

COR or other authorized FHFA personnel. Deliverables provided to FHFA will be considered

“draft” upon initial receipt. FHFA will either review and accept draft deliverables, or provide the Contractor with concerns/comments/revisions that must be addressed. The Contractor shall appropriately address FHFA’s concerns/comments/revisions and provide final deliverables within timeframes specified by the COR, attorney liaison, or other authorized FHFA personnel.

7. Place of Performance

Legal services will be rendered in numerous locations, including without limitation, FHFA offices or facilities, Contractor offices or facilities, the EEOC, MSPB, OSC, court(s), and other locations, as necessary. Contractor personnel must be able to perform services (e.g., meetings, 6 | P a g e interviews, investigations, court appearances) in person as required by FHFA. Strategy sessions and meetings are to be convened on an as-needed basis in such locations as appropriate. The timing required for services and work product may be provided to the Contractor by the

Government in accordance with project needs.

8. Period of Performance:

The ordering period of the contract is five years from date of award.

The specific dates are as follows: The specific dates to be completed at time of award.

Ordering Period I

Ordering Period II

Ordering Period III

Ordering Period IV

Ordering Period V

9. Other Direct Costs and Travel

FHFA will not pay the contracted law firm other direct costs (ODCs) as an expense item except as indicated on the next page.

ODCs include postage, copying, faxing, long distance calls, delivery services, deposition expenses, deposition transcript fees, court reporter fees, hearing transcript fees, hearing exhibits production, and witness fees. To be reimbursed, invoices including ODCs must provide a detailed breakdown of the actual expenditures invoiced. Contractor shall submit legible copies of receipts for all ODCs invoiced. To assure timely reimbursement of ODCs, contractor is strongly encouraged to submit charges within 45 days of the expense.

ODCs do not include secretarial overtime unless preapproved by FHFA, word processing or computer time fees, preparation of invoices, preparation of routine status reports, or meals when not in travel status. ODCs do not include preparation of responses to requests for task order requirement packages. Also, costs related to electronic legal research will not be reimbursed by the Government, unless the research is specifically approved by the Government and the

Contractor is required to enter a subscription agreement for specialized legal research that the

Contractor does not carry in the ordinary course of its business.

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Travel may be required in performance of the contract. Travel shall be approved in advance by the COR. Travel requests must be submitted in sufficient time for the COR to give prior approval, and must identify:

• The name of the traveler;

• Destination(s) including itinerary;

• Purpose of the travel; and

• Cost breakdown.

All non-local 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 Regulations. FHFA will not pay for local travel within the major metropolitan area of Washington, DC, which is defined as the geographic area within a fifty (50) mile radius of the U.S. Capitol Building.

Transportation/hotel/meals for out-of-town witnesses shall be communicated in writing to the

COR by no later than 10 business days prior to the travel date as these expenses will be paid for by FHFA through the Agency’s Invitational Travel process, rather than through this contract.

10. Billing and Invoice Requirements

a. The Contractor shall submit, no more or less frequently than monthly, separate invoices for each discrete billable assignment. 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. Contractor shall not identify in its invoices the name of the FHFA employee who is the complainant or otherwise the focus of the matter being handled. Contractor invoices shall instead use the term

“complainant” or other such generic term.

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

8 | P a g e 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 share for more than one (1) participant at a deposition, unless prior approval is obtained from the COR.

11. 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 Products and Commercial Services --

Alternate I. The Contractor shall notify the FHFA COR 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 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.

12. Labor Categories

For most Task Order Requirement Packages (TORPs), FHFA will request firms to propose one partner and one associate 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. FHFA may request that personnel be proposed as key personnel at the task order level.

a. Partner

Description and Responsibilities: Responsible for completing the work required by this

Statement of Work in a timely and professional manner. Oversees all legal matters to produce high-quality work products that reflect attention to detail. Reviews all drafts before they are filed with an adjudicatory agency or court and preferably before they are submitted to FHFA OGC for review. Communicates with the FHFA OGC assigned attorney liaison on strategy, deadlines and

9 | P a g e other matters related to assigned tasks. 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 post Juris Doctor experience as an attorney practicing in the field of federal civilian personnel law and EEO, including representation before the MSPB, EEOC, the OSC or other fora. Experience serving as lead counsel in employment-related litigation in federal court and capable of assisting Department of

Justice attorneys in such litigation. 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.

b. Associate

Description and Responsibilities: Responsible for completing the work required by this

Statement of Work in a timely and professional manner. Work products are of 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 post Juris Doctor experience as an attorney practicing in the field of federal civilian personnel law and EEO, including representation before the MSPB, EEOC, the OSC or other fora. Experience assisting in employment-related litigation in federal court. 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 shall identify additional attorney 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. However, individuals identified as partners and associates for a particular task order will have the primary/majority of responsibility for meeting the requirements of this solicitation and shall serve as FHFA’s primary points-of-contact.

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13. 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 TORP cover letter, sent via email. The cover letter will discuss the contents of the TORP, any additional terms and conditions of the task order, a short overview of the work involved to include the estimated level of effort, and if applicable, any travel and/or material cost, instructions to contractors, and evaluation criteria. The TORP 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 of proposed personnel in a particular area of law;

b. Experience/expertise of proposed personnel 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 which 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.

14. Maximum Basic Contract Ceiling and Minimum Awardee Guarantee

This is an Indefinite Delivery / Indefinite Quantity (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

Statement of Work. Pursuant to FAR 16.504(a), the total maximum quantity of all supplies and services under all of the IDIQ contracts combined shall not exceed $1,500,000.00 over the life of the contract. The dollar amount of orders placed on any one contract cannot be determined in advance.

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 Contracting Officer. Termination for cause eliminates the contractor’s entitlement to the minimum guarantee.

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15. 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 solicitation:

a. 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/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines

b. 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.w3org.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, support services and/or any video or multimedia deliverables:

• E205 – WCAG Level A & AA Success Criteria

• E302 – Functional Performance Criteria

• E602 – Support Documentation

• E603 – Support Services

16. Transition-Out Plan

If requested, the Contractor shall develop a Transition-Out Plan for any task order it is awarded that describes a transition-out strategy.

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

https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines http://www.w3org.tr/WCAG20/

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b. 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.

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

d. 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.

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

17. Contract not Affected by Oral Agreements

No oral agreement of any person shall modify or otherwise affect the Statement of Work or other terms and conditions, as herein stated. All modifications shall be in writing by the Contracting

Officer.

18. Notice to the Government of Delays

In the event the Contractor encounters difficulty in meeting performance requirements, or he/she has knowledge that any actual or potential situations is delaying or threatens to delay the timely performance of this contract, he/she shall immediately notify the Contracting Officer and COR, in writing, giving pertinent details; provided, however, that this data shall be informational only in character and shall not be construed as a waiver by the Government of all schedules or data or of rights or remedies provided by law or under this contract. Failure to give timely notice, however, may preclude later consideration of any request for an extension of the contract period.

This notice shall state circumstances and estimated extent of delay. Each such notice submitted to the Government shall be evaluated on its own merit and the Contractor shall be notified, in writing, by the Contracting Officer of the Government's decision.

19. Government/Contractor Relationships

The Government and Contractor understand and agree that the services to be provided under this contract by the Contractor to the Government are non-personal services. The parties recognize that no employer-employee relationship exists or will exist under this contract. The Contractor contracts with the Government to furnish the specified services fully described herein and is accountable to the Government ONLY for furnishing such services, materials or work ordered.

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20. Wage Determination

The current Wage Determination No. 2015-4281, Revision No. 24, is available as Attachment

C. Consistent with FAR 52.222-43, the wage determination in effect at the beginning of each ordering period, shall apply to this contract.