FHF-26-R-0073.pdf

FHF-26-R-0073

LEGAL AND STRATEGIC ADVISORY SERVICES REFRESH / ON-RAMPING #01

This is a combined synopsis/solicitation and request for proposals (RFP) for commercial products or commercial services in accordance with the procedures of Federal Acquisition Regulation (FAR) part 12 -

Acquisition of Commercial Products and Commercial Services and FAR part 15 - Contracting by

Negotiation.

Specifically, the Federal Housing Finance Agency (FHFA) is issuing this RFP in accordance with

Attachment A, Performance Work Statement (PWS), Section 25, “On-Ramping and Refresh of

[Indefinite-Delivery, Indefinite-Quantity] IDIQ Holders,” which states, “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.” FHFA issued previous RFP FHF-

26-R-0032 for “Legal and Strategic Advisory Services,” which resulted in award of six (6) multiple-award IDIQ contracts:

• 95314326D0002 (ARNOLD & PORTER KAYE SCHOLER LLP)

• 95314326D0003 (BAKER & HOSTETLER LLP)

• 95314326D0004 (COHEN SEGLIAS PALLAS GREENHALL & FURMAN PC)

• 95314326D0005 (DUANE MORRIS LLP)

• 95314326D0006 (MAYNARD NEXSEN P.C)

• 95314326D0007 (MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.)

As a result of this Refresh / On-Ramping RFP, FHFA anticipates awarding multiple (likely no more than three (3)) IDIQ contract(s) with an ordering period from effective date of award to 07/26/2031, with the ability for task order performance to extend beyond that date in accordance with applicable terms and procedures. FHFA reserves the unilateral right to award no new IDIQ contracts under this Refresh / On-

Ramping RFP. In the event FHFA awards IDIQ contracts as a result of this Refresh / On-Ramping RFP, the IDIQ contracts awarded will be incorporated into the existing multiple-award IDIQ contract vehicle and be eligible to compete for task orders as of the effective date of award.

The FHFA has a requirement for law firms to provide legal and strategic advisory services to FHFA, which may include but are not limited to: 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.

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.

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

2 Formerly known as Common Securitization Solutions.

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.

Please refer to Attachment A, PWS, for additional information.

FHFA anticipates awarding multiple (likely no more than five (5)) Indefinite Delivery, Indefinite

Quantity (IDIQ) contract(s) with an ordering period of five (5) years.

This requirement is unrestricted under NAICS code 541110 Office of Lawyers.

Questions, Suggested Alternate Terms, and Answers

Offerors are invited to submit any questions or suggested alternate terms (including changes to the solicitation, contract clauses, statement of assumptions, or other terms). FHFA will consider all input and attempt to balance the needs of all parties.

Questions or other suggested changes must be submitted via email to Steven Novotny, FHFA Contracting

Officer, at Steven.Novotny@fhfa.gov by 9:00 a.m. Eastern on September 15, 2026. Questions, any written responses, or amendments will be posted at the Contract Opportunities webpage (please see

Contract Opportunities for more information). Offerors must use Attachment E to organize and submit their questions.

FAR References

Any FAR clauses or provisions referenced may be obtained at www.acquisition.gov/far. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition

Circular FAC 2026-01, March 13, 2026.

Submission Instructions

FAR Clause 52.212-1 Instructions to Offerors—Commercial Products and Commercial Services is incorporated into the solicitation by reference, which provides guidance on preparing and submitting proposals. Paragraph “(b) Submission of offers” of Clause 52.212-1 is replaced, in its entirety, by the guidance that follows.

Offerors shall be registered in the System for Award Management (SAM) when submitting an offer and at time of award as stated in FAR 52.204-7(b)(1). An Offeror that is not actively registered in SAM at the time of offer submission will not have its offer considered and will not be eligible for award.

As outlined below, the initial offer shall include a Cover Page and Legal Experience (Phase I). After the advisory down-select, Offerors will be requested to submit Personnel Qualifications and provide an Oral

Presentation (Optional, Government Discretion), Pricing, and if applicable, Conflict of Interest Mitigation

Plan (Phase II).

The provision in Paragraph (e) of FAR Clause 52.212-1 regarding "Multiple Offers" is hereby deleted.

Offerors are required to submit only one offer. The Government will not accept or evaluate alternate offers. If an Offeror submits more than one offer, none of the offers from that Offeror will be evaluated by the Government.

mailto:Steven.Novotny@fhfa.gov https://sam.gov/content/opportunities http://www.acquisition.gov/far

The written offer shall not merely restate or rephrase the Government's requirements. Offerors must provide detailed information demonstrating their capabilities and experience, as the Government will not assume prior knowledge of their organization or operations.

Offers shall be submitted to Steven Novotny, FHFA Contracting Officer at Steven.Novotny@fhfa.gov.

The electronic offer shall include any scanned copies of signatures associated with the offer.

The provision in Paragraph (c) of FAR Clause 52.212-1 regarding "Period for acceptance of offers" is hereby modified to replace "30 calendar days" with "120 calendar days."

The Phase I submission is due no later than the date and time identified on the Contract

Opportunities webpage. Late submissions, modifications, and revisions will be managed in accordance with FAR 52.212-1(f).

PHASE I

Legal Experience

Cover Page

Phase I response must include a one-page, cover page addressing the following information:

1. RFP Number

2. Offeror’s Name

3. Subcontractor Name(s), If Applicable

4. Offeror System for Award Management (SAM) Unique Entity Identifier (UEI)

5. Contact Name

6. Contact Email address

7. Contact telephone number

8. Complete business mailing address

9. The following statement “The Offeror takes no exception and completely accepts all the terms and conditions in the RFP and subsequent amendments.”

Legal Experience (Factor 1)

The Offeror shall, in no more than six (6) pages, provide sufficient information for the Government to determine its level of confidence in the ability of the Offeror to perform the requirements of the RFP based on an assessment of relevant experience. The Offeror shall demonstrate experience in accordance with the Factor 1 evaluation criteria. The Offeror shall provide a summary of the Offeror’s overall legal experience performing relevant work, in particular work performed for the Federal Government. The

Offeror’s legal experience shall address any experience the firm has that is relevant to the following:

a. Litigation at the state and federal level;

b. Strategic planning for litigation oversight;

c. Regulatory and policymaking advice with respect to the Regulated Entities, the Office of

Finance, and U.S. FinTech LLC;

d. Issues related to banking law, securities law, financial services regulation law, bankruptcy law, real estate law, antitrust law, administrative law, corporate law (including matters involving boards of directors and governance), insurance law, conservatorships and mailto:Steven.Novotny@fhfa.gov 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;

e. Multifamily and single-family real estate matters such as foreclosures, receiverships, lien priority, federal, state and local actions that may involve fines, fees or penalties;

f. Issues that may arise relating to the conservatorships of Fannie Mae or Freddie Mac;

g. Investigations or fact-finding, including fraud investigations;

h. Litigation and legal advice concerning matters related to Fannie Mae, Freddie Mac, the

Federal Home Loan Banks, the Office of Finance, and/or U.S. FinTech, LLC;

i. Litigation and legal advice concerning matters related to statutes such as the Housing and

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

Protection Act;

j. Issues relating to oversight and coordination of strategy for litigation and other legal matters affecting FHFA and the Regulated Entities, the Office of Finance, and U.S. FinTech, LLC.

k. Any other experience that is relevant to Fannie Mae, Freddie Mac, the Federal Home Loan

Banks, the Office of Finance, U.S. FinTech, LLC, or the mortgage market.

The Offeror shall also, in no more than one (1) page, provide sufficient information for the Government to determine its level of confidence in the ability of the Offeror to perform the requirements of the RFP in various geographic areas of the United States as needs may arise over the duration of the contract. The

Offeror shall advise if its proposed services would be applicable only to certain geographic areas and specify those areas. The Offeror shall provide a brief summary of the resources available to work on the matters as described in items a through k, above, and the jurisdictions in which those resources will be available to represent the Government. In this procurement, the Government will consider both Offerors whose proposed services would be limited to certain geographic areas and Offerors whose proposed services would cover multiple geographic areas.

Legal experience may include work performed by the firm as well as relevant work performed by the firm’s proposed personnel that was performed while at another employer. The Offeror shall specify if the work was performed by the firm or by the firm’s proposed personnel while at another firm.

Page Limitation. Including the one-page cover pages, the Phase I response is limited to eight (8) pages.

The font and format should be of readable quality. Excessively small font may be rejected or not evaluated at the Contracting Officer’s discretion. Page limitations are maximums. Any pages exceeding the stated limits will not be reviewed or considered in the evaluation of the offer.

ONLY LEGAL EXPERIENCE SHOULD BE DISCUSSED IN THIS SUBMISSION. Information regarding other factors will make it difficult for the Government to evaluate its confidence in your Legal

Experience. Offerors shall not include any price information in the Phase I response. A recitation or paraphrasing of the requirements already identified in the PWS will not improve the offer.

Advisory Down-Select

Following the Government’s evaluation of the Offeror's Legal Experience, each Offeror will receive an advisory notice. Offerors receiving the highest ratings for Legal Experience will be advised to proceed to the next phase of the acquisition. While the exact number of Offerors advancing will depend on the evaluation results, the Government anticipates that likely no more than four (4) firms will be advised to continue. Offerors not among the most highly rated will be advised that they are unlikely to be competitive, along with a general explanation for that assessment. The purpose of this advisory notice is to help minimize offer development costs for Offerors with a low likelihood of receiving an award. The

Government’s advisory notice will be recommendatory only; Offerors may elect to continue their participation in the acquisition at their own discretion, regardless of the Government’s advice. The

Government does not intend to provide debriefings following the evaluation of Legal Experience. Failure to submit the Phase I submission by the date and time specified in this solicitation will preclude further consideration of the Offeror. Submissions will not be accepted from Offerors who fail to provide a timely

Phase I submission.

PHASE II

Within one (1) business day of the Government’s issuance of the Advisory Down-Select notice, Offerors shall respond to the FHFA Contracting Officer, Steven Novotny (Steven.Novotny@fhfa.gov), to confirm their interest in participating in Phase II of the solicitation.

Personnel Qualifications (Factor 2)

Regardless of whether oral presentations are held, Offerors must submit a written response addressing personnel qualifications. The Offeror shall identify no more than six personnel who will likely be proposed to actively work on matters as described under Legal Experience, items a through k, and who demonstrate the professional expertise and experience necessary to successfully accomplish the requirements found in the PWS. The personnel shall include a mix of Partners and Associates (at any level). The Offeror shall provide a brief narrative that highlights each individual’s area(s) of expertise and relevant matters they have worked on. The brief narrative shall not exceed two (2) pages. The Offeror shall also submit a resume for each individual. Resumes shall not exceed two (2) pages each.

In addition, the Offeror shall submit a matrix that identifies the proposed personnel, labor category, years of relevant experience, and areas of expertise. Below is an example matrix template, but the Offeror may include additional information or format in whatever way the Offeror believes best communicates the information.

Name Labor Category

Years of

Relevant

Experience Areas of Expertise

Page Limitation. Page limits for each part of the technical submission are as specified above. The font and format should be of readable quality. Excessively small font may be rejected or not evaluated at the

Contracting Officer’s discretion. Page limitations are maximums. Any pages exceeding the stated limits will not be reviewed or considered in the evaluation of the offer.

Offerors shall not include any price information when responding to Factor 2. For the overall technical offer, a recitation or paraphrasing of the requirements already identified in the PWS will not improve the offer.

Oral Presentations (Optional, Government Discretion) (Factor 2) mailto:Steven.Novotny@fhfa.gov

The Government may, at its sole discretion, invite Offerors to participate in oral presentations. Oral presentations are not guaranteed. If the Government decides to host oral presentations, instructions regarding scheduling, participants, slide submission, and presentation procedures will be provided at that time.

Price and Representations and Certifications

Price (Factor 3)

The Offeror shall complete the provided pricing worksheet for the services identified in the PWS. The

Offeror shall complete all worksheet tabs. The labor categories and number of hours presented in the five ordering period tabs of Attachment C are solely for evaluation purposes and should neither be considered a minimum or expectation of actual requirements. Note that although the awarded IDIQ contracts will be from the time of award up to 7/26/2031, Offerors are to provide labor rates for three (3) additional years. These three (3) additional years of labor rates will be utilized for any Task Order with a period of performance that extends beyond the IDIQs ordering period. The labor rate must include all costs associated with performance including all overhead, overtime, local travel, and any other costs. All prices shall be rounded to two decimal points.

The Offeror may also identify any additional labor categories and associated labor rates beyond those identified using the tab titled, “Additional Labor Categories.” The labor rates provided in the “Additional

Labor Categories” tab will not be part of the price evaluation.

The Offeror shall include on the "Overall Summary" tab their response to FAR 52.212-4 with Alternate I, subparagraph (a)(4), specifically indicating the portion of the labor rate attributable to profit.

There's no page limit for the Price Submission.

Representations and Certifications

Offerors shall submit their response to FAR 52.204-24 and FAR 52.209-7, as applicable.

Offerors shall submit representations and certifications per FAR 52.212-3, Offeror Representations and

Certifications—Commercial Products and Commercial Services (MAY 2024) (DEVIATION FEB 2025)

(see FAR 52.212-3(b) for those representations and certifications that the Offeror shall complete electronically). Please note sections (d) and (t) are considered “Reserved” for this solicitation.

NOTE: System updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in agency solicitations. Examples include 52.222-25, Affirmative Action Compliance, 52.223-22, Public

Disclosure of Greenhouse Gas Emissions and Reduction Goals—Representation, and paragraphs (d) and (t) of 52.212-3, Offeror Representations and Certifications—Commercial Products and

Commercial Services. Contracting officers will not consider these representations when making award decisions or enforce requirements. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

There's no page limit for the Representations and Certifications.

Conflict of Interest Mitigation Plan (if applicable)

Conflict of Interest Mitigation Plan (Factor 4)

The Offeror shall provide a description of any actual or potential Conflict of Interest related to FHFA, the

Department of Treasury, Fannie Mae, Freddie Mac, the Federal Home Loan Banks, the Office of Finance of the Federal Home Loan Banks, or U.S. FinTech LLC arising under any applicable Rules of

Professional Conduct or other similar rules/regulations governing conflicts of interest in the practice of law.

If the Offeror has identified any actual or potential conflicts, the Offeror shall provide a mitigation plan as part of their proposal.

If the Offeror is not aware of any facts which create any actual or potential organizational conflicts of interest relating to the award of this contract, the Offeror shall state this and not submit a mitigation plan.

The Offeror's Conflict of Interest Mitigation Plan will be included as part of the contract. Refer to Section

5.3 of the PWS (Attachment A) and FHFA Specialty Clause 6.213, Conflict of Interest, for further details.

The Conflict of Interest Mitigation Plan shall not exceed three (3) pages.

IT Security Compliance

Prior to award, the apparent successful Offeror shall complete and submit the Attachment D, “Security

Assessment Questionnaire for External Vendors and Systems,” as part of demonstrating its ability to adequately comply with the requirements of FHFA specialty clause, IT Security clause for acquisitions in which FHFA Controlled Unclassified Information (CUI) will be processed, stored, or transmitted in a nonfederal information system. In addition to the Questionnaire, the Offeror shall submit documentation demonstrating that their organization, and any information systems that will store or process FHFA CUI have been independently assessed using one of the following information security frameworks:

• NIST SP 800-171 (current revision)

• SOC 2 Type II,

• ISO/IEC 27001,

• CMMC Level 2,

• NIST Cybersecurity Framework (CSF)

FHFA may request additional artifacts such as the results of independent penetration tests or security assessments, internal security policies, and other artifacts as deemed necessary to verify adequate compliance with NIST SP 800-171. If an Offeror fails to provide reasonable assurance of its ability to adequately comply with the requirements of the clause, it may be considered ineligible for award. The request for the information described above does not constitute discussions (as that term is defined in

FAR subpart 15.3).

Evaluation and Selection Process

FHFA’s Contracting Officer reserves the right to conduct a compliance review and reject any offer as non-compliant if the offer takes exception to any of the terms of the RFP, includes assumptions, or does not conform to the RFP’s submission instructions.

The Government intends to make awards based on initial Offers but reserves the right to hold discussions. Offerors are encouraged to ensure their initial Offer is their best and final Offer. If discussions are conducted and the Contracting Officer determines that the number of Offers that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of Offers in the competitive range to the greatest number that will permit an efficient competition among the most highly rated Offers.

The Government will award one or more contracts resulting from this solicitation to the responsible

Offeror(s) whose Offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate Offers:

Factor 1: Legal Experience

Factor 2: Personnel Qualifications and Oral Presentation (Optional, Government Discretion)

Factor 3: Price

Factor 4: Conflict of Interest

Factors 1 and 2 are referred to as technical factors. Factors 1 is less important than Factor 2. The technical factors (when combined) are significantly more important than Factor 3 Price. However, where offers are evaluated as relatively equal in technical merit, price becomes more important in making award determinations. It should be noted that awards may be made to other than the lowest priced offers if the

Government determines that a price premium is warranted due to technical merit. The Government may also award to other than the highest technically rated offers, if the Government determines that a price premium is not warranted.

Factor 4 shall be evaluated on an acceptable/unacceptable basis. The Government will not award to a vendor rated as unacceptable in Factor 4.

Ordering periods. The Government will evaluate Offers for award purposes by adding the total price for all ordering periods. The Government may determine that an Offer is unacceptable if the ordering period prices are significantly unbalanced. Evaluation of the ordering period prices shall not obligate the

Government to issue task orders during those ordering periods.

A written notice of award or acceptance of an Offer, mailed or otherwise furnished to the successful

Offeror within the time for acceptance specified in the Offer, shall result in a binding contract without further action by either party. Before the Offer’s specified expiration time, the Government may accept an

Offer (or part of an Offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

Rating System for Factors 1 and 2

The table below provides the ratings the Government will assign in its evaluation of Offers when evaluating Factors 1 and 2. The Government will consider the Offeror’s proposal and the risks associated with their proposal to arrive at a confidence assessment of the Offeror’s likelihood of successfully performing the work and meeting FHFA’s objectives. Factor 1 and Factor 2 will be rated separately.

Factor 1 and Factor 2 Confidence Ratings

High Confidence The Government has high confidence that the Offeror has the ability to perform the requirements and will be successful in performing the work.

Confident The Government is confident that the Offeror has the ability to perform the requirements and will be successful in performing the work.

Some Confidence The Government has some confidence that the Offeror has the ability to perform the requirements and will be successful in performing the work.

Low Confidence The Government has low confidence that the Offeror has the ability to perform the requirements or will be successful in performing the work.

Legal Experience (Factor 1)

The Government will assess its level of confidence that the Offeror will successfully perform the requirements based on its experience, considering matters such as –

- The relevancy of the overall legal experience as it relates to the requirements in the PWS, to include the areas specifically identified in items a through k. Experience relevant to the specific areas identified in items a through k is not required but may increase the Government’s confidence in the Offeror’s ability to successfully perform the requirements.

- The Offeror’s experience providing the services included in the PWS to federal government customers.

The Government will also assess its level of confidence that the Offeror has the capabilities to successfully perform the services required by the PWS based on the description provided of the geographic availability of the Offeror’s resources.

The Government expects only experience to be addressed in the Legal Experience submission. Should the Offeror provide information for other technical factors in the Legal Experience submission, the

Government will assume the Offeror does not understand the requirement and in turn may provide a lower confidence rating when assessing Legal Experience. Should the Offeror be advised to provide an oral presentation, any non-experience information provided in the Legal Experience submission will not be utilized by the Government when evaluating the oral presentation.

Personnel Qualifications and Oral Presentation (Optional, Government Discretion) (Factor 2)

For this factor, the Government will assess its level of confidence that the Offeror has the capabilities to successfully perform the services required by the PWS based on the qualifications of its proposed personnel and, if conducted, the responses provided during any oral presentations. The Government may also ask questions related to the Offeror’s experience, and information provided during oral presentations, if held, may be used to inform the final evaluation of the Offeror’s experience.

Price (Factor 3)

The Government will evaluate the total proposed price for reasonableness. FHFA reserves the right to conduct a price realism analysis to determine whether proposed prices are unrealistically low. Prices that appear unrealistically low may reduce the Government’s confidence in the Offeror’s understanding of the requirements or may indicate risk in the proposed approach.

The Government will review each offer for unbalanced pricing in accordance with FAR 15.404-1(g).

Unbalanced pricing exists when, despite an acceptable total evaluated price, one or more line items are significantly overstated or understated as identified through cost or price analysis techniques. Unbalanced pricing may suggest a proposal error or a lack of understanding of the contract requirements. The results of this analysis may affect the Government’s confidence rating for the Offeror.

Conflict of Interest Mitigation Plan (Factor 4)

If applicable, the Offeror’s Conflict of Interest Mitigation Plan will be evaluated on an

Acceptable/Unacceptable basis.

IT Security Compliance

FHFA will review the documentation submitted demonstrating the Offeror’s ability to adequately comply with FHFA specialty clause, IT Security clause for acquisitions in which FHFA Controlled Unclassified

Information (CUI) will be processed, stored, or transmitted in a nonfederal information system (March

2023). The ability of an Offeror to adequately comply with this clause shall be at the sole discretion of

FHFA. If an Offeror fails to provide reasonable assurance of its ability to adequately comply with the requirements of the clause, it may be considered ineligible for award, and the Government may consider other Offerors for award.

List of Attachments:

Attachment A – Performance Work Statement

Attachment B – Clauses and Provisions

Attachment C – Pricing Worksheet

Attachment D – Security Questionnaire

Attachment E – Solicitation Questions