FHF-20-R-0001_AMENDMENT_ONE.pdf

FHF-20-R-0001

AMENDMENT ONE

The purposes of this amendment are to: (1) answer vendor questions and (2) where applicable, amend the RFP to incorporate any changes that resulted from these answers. Accordingly, the following changes are made:

(1) The answers to Vendor Questions are provided as Amendment One, Attachment One.

(2) The introductory paragraph of the Combined Synopsis Solicitation is deleted in its entirety and replaced with the following:

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Subpart 12.603 and Part 15 of the Federal Acquisition Regulations (FAR), as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The Request for Proposal (RFP) number for this procurement is FHF-20-R-0001. The RFP documents and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2019-06. The government anticipates awarding a hybrid Firm-Fixed-Price (FFP) and time and materials contract as a result of this RFP. This requirement is considered unrestricted under NAICS code 523110 – Investment Banking and Securities Dealing with a size standard of $38.5 Million.

(3) The Applicable Clauses section of the Combined Synopsis Solicitation is deleted in its entirety and replaced with the following:

APPLICABLE CLAUSES - This solicitation incorporates the provisions and clauses that are in effect through Federal Acquisition Regulation Circular 2009-06, effective September 10, 2019. Provisions FAR 52.212-1, Instructions to Offerors-Commercial Items (OCT 2018) and addendum are incorporated into this solicitation. Addendum to 52.212-1, Modify: (b) Submission of offer(s) is to read as follows: "Submit proposal electronically to kevin.klekner@fhfa.gov.” Additionally, all of the items in (b) (1) – (11) are not required. The vendor shall only provide the items specified in RFP Section F.2.9.

(4) The Submission Instructions section of the Combined Synopsis Solicitation is deleted in its entirety and replaced with the following:

Submission Instructions

Offerors shall be registered in the System for Award Management (SAM) as stated in FAR 52.204-7(b)(1).

Therefore, FAR 52.204-7 and FAR 52.204-16 are hereby incorporated by reference into the solicitation.

An Offeror that is not actively registered in the SAM at the time of its Phase II proposal submission will not have its proposal considered and will not be eligible for award.

mailto:kevin.klekner@fhfa.gov mailto:kevin.klekner@fhfa.gov

(5) RFP Section F.5.3, “Price Proposal Instructions” is deleted in its entirety and replaced with the following:

F.5.3 Price Proposal Instructions

F.5.3.1 The offeror shall complete the provided pricing worksheet for the services identified in the Statement of Work. The offeror shall complete all five worksheet tabs.

F.5.3.2 The offeror shall included a completed representations and certifications per FAR 52.212-3 (see FAR 52.212-3(b) for those representations and certifications that the offeror shall complete electronically). If the offeror has not completed its representations and certifications electronically, they shall complete paragraphs (c) through (u) of 52.212-3, and provide it as an attachment.

(6) Clause C.9 “NONDISCLOSURE OF CONTROLLED UNCLASSIFIED

INFORMATION, INCLUDING FHFA NON-PUBLIC INFORMATION (JUN 2019)” is deleted in its entirety and replaced with Amendment One Attachment Two, “NONDISCLOSURE OF CONTROLLED UNCLASSIFIED INFORMATION, INCLUDING FHFA NON-PUBLIC INFORMATION,” Amendment One, Attachment Three, “Individual Nondisclosure Agreement” and Amendment One Attachment Four, “Corporate Nondisclosure Agreement.”

(7) RFP Section F.2.9 is deleted in its entirety and replaced with the following:

F.2.9 All proposals must include a cover page addressing the following information:

1. RFP Number

2. Offeror’s Name

3. Subcontractor Name(s), If Applicable

4. Offeror’s Tax Identification Number (TIN)

5. Offeror’s Dun & Bradstreet Number (DUNS)

6. Contact Name

7. Contact Email address

8. Contact telephone number

9. Complete business mailing address

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

(8) RFP Clause C.12, “HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (APR 2011)” is deleted in its entirety and replaced with the following:

C.12 HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (APR 2011)

The Contractor shall save, hold harmless, and indemnify the Government against any and all liability, claims, and costs of whatsoever kind and nature for bodily injury to or death of any person or persons and for loss or damage to any tangible personal property occurring or arising out of the occupancy, use, service, operations, or performance of work under the terms of this contract, resulting in whole or in part from the intentional and/or negligent acts or omissions of the Contractor, and Subcontractor, or any employee, agent, or representative of Contractor or Subcontractor.

(9) RFP Clause C.17, “TITLE TO MATERIALS SHALL VEST IN THE GOVERNMENT” is deleted in its entirety.

(10) Clause C.24, “GOVERNMENT FURNISHED PROPERTY AND INFORMATION” is hereby added to the RFP.

C.24 GOVERNMENT-FURNISHED PROPERTY AND INFORMATION

The Contractor will be provided with access to FHFA office working spaces, laptop computers that the Contractor may use during work at both FHFA headquarters and the Contractor’s Facility and access to FHFA’s Local Area Network. The Contractor shall return all furnished property to the COR at the completion of the contract. FHFA will provide Contractor personnel with appropriate access to and orientation in the operation of FHFA proprietary systems, as well as all related manuals and guidelines, as necessary and appropriate and access to standards, policies and procedures governing documents and presentations.

(11) With the exception of the above changes, all terms and conditions of RFP-20- R-0001 remain in full force and effect.

Question # Document Name Document Section Question Answer

Amend ment

1 N/A N/A Does FHFA have a budget for this contract and what is the amount?

FHFA will not release this information. N

2 N/A N/A

Is this a new requirement or has a contractor provided similar services to FHFA previously? This is a new requirement. N

3 N/A N/A

Will Contractor be required to give testimony or advise Congress under this contract?

Please refer to the SOW for contract requirements. N

4 N/A N/A

Can you please let us know if FHFA will take into consideration the diversity status of the bidders when evaluating their proposals?

FHFA will not take into consideration the diversity status of the offerors in its proposal evaluation. If the successful vendor is an other than small business, FHFA will require that the offeror submit a subcontracting plan. N

5 Combined Synopsis Solicitation

Will the Government consider proposals from organizations that do not have the NAICS code 523110 but have other relevant NAICS codes and relevant experience?

The NAICS code is for the purpose of determining business size; i.e. large or small business. Since this is not a set-aside and is an unrestricted procurement, the NAICS does not restrict any vendors from participating. N

Combined Synopsis Solicitation Applicable Clauses The Combined Synopsis Solicitation replaces clause (b) of FAR 52.212-1 with “Submit proposal electronically to kevin.klekner@fhfa.gov.” Please confirm that this sentence is See Amendment One Y intended to replace the entire text of FAR 52.212-1(b), namely, including the “minimum” items listed in sub-clauses (1)-(11).

Request for Proposal (RFP) FHF- 20-R-0001

Section C - Contract Clauses

Regarding Section C.9., private financial institutions routinely safeguard their clients’ most sensitive commercial information in accordance with internal policies that, while different from the requirements of the CUI Registry, are widely perceived to reasonably protect their clients’ confidential information from inadvertent disclosure. Assuming the FHFA got comfortable with an offeror’s existing information protection procedures, would the FHFA be willing to permit FHFA CUI to be handled in accordance with those procedures rather than those of the CUI Registry?

See Amendment One which replaces the NDA provisions of Clause C.9. Y

Request for Proposal (RFP) FHF- 20-R-0001

Section C - Contract Clauses

Regarding Section C.22., clause (c) requires the offeror’s proposal to include certain statements pertaining to potential organizational conflicts of interest (OCI Statements). However, pursuant to Section F of the RFP, the offeror’s initial corporate experience submission does not appear to require inclusion of such OCI Statements. Please confirm

The OCI statements will be required from the apparent successful offeror in Phase III per F.9.1.1. N the OCI Statements will only be required after identifying an “apparent successful offeror” (in accordance with Sections F.9, G.2.3 and G.4.1 of the RFP).

Request for Proposal (RFP) FHF- 20-R-0001

Section C - Contract Clauses

Pages 13 through 22 identify provisions that appear to be “applicable to CLINS 0007-0012 only.” However, CLINS 0007-0012 relate to travel-related expenditures in the Price Schedule.

Please confirm that the only provisions of Section C.2 that are applicable to the RFP are those that appear on pages 6 through 12 (and not pages 13 through 22).

CLINs 0001 – 0006 are Firm Fixed Price (pages 6 – 12).

CLINs 0007 – 0012 are T&M for travel costs (pages 13 – 22).

Request for Proposal (RFP) FHF- 20-R-0001

Section E - Solicitation Provisions

What is the process and timing for submitting responses to the representations and information requested in Section E (Solicitation Provisions)? See Amendment One Y

Request for Proposal (RFP) FHF- 20-R-0001

Section F - Instructions, Conditions, and Notices to Offerors

Does the two-page limit for the corporate experience submission referenced in F.2.1. and F.3.1.

include the cover letter requested in F.2.1.?

The two-page limit does not include the cover letter. N

Request for Proposal (RFP) FHF- 20-R-0001

Section F - Instructions, Conditions, and Notices to Offerors

Does F.2.9. reference to "all quotations" relate to the submission of the Price Proposal as part of Step 3, or all submissions made in the proposal process? If

This information will be provided in the Phase I cover letter. N this references all submissions, is the "cover page" in F.2.9. the same as the "cover letter" in F.2.1.?

Attachment B - Price Worksheet Implementation Tabs

Is there an ability for an Offeror to establish a framework for pricing for the Implementation Phase (vs.

fixing a monthly rate today) given that the role during Implementation is likely to depend on the specific Roadmap developed in Phase 1? No. N

Attachment_A_- _SOW_Advisory_Services

V. Delivery of Services and Place of Performance

What aspects, if any, of the Contractor's work product will be made publicly available (either directly through FHFA or indirectly through FOIA)?

FHFA cannot respond to this question at this time. N

Combined_Synopsis_Solicitation Intro Paragraph What does the size standard of $38.5 million, referenced in the first paragraph, refer to?

The NAICS size standard of 523110 and $38.5 million is used in determining the size of a business (i.e. large or small business). Please read Federal Acquisition Regulation (FAR) 19.102 for more information. N

Combined_Synopsis_Solicitation

FHF-20-R-0001

Intro Paragraph / E.3 52.216-1 Type of Contract (APR 1984)

The Combined_Synopsis_Solicitation document references a firm-fixed-price contract and the FHF-20-R- 0001 document references a hybrid fixed-price contract plus materials.

Can you clarify which pricing method would be used? We read it as out-of-pocket expenses including Please see Amendment 1. Y travel would be reimbursed separately, please confirm?

FHF-20-R-0001 F.2.9

Is the cover page to be included with the submission of the two (2) page corporate experience submission? We assume the cover page is in addition to the two pages for the corporate experience submission.

The cover letter should be submitted along with the two-page corporate experience submission. The two-page limit does not include the cover letter. Y

FHF-20-R-0001 -RfP F.2.1 What information is expected to be included in the "Cover Letter" separate and apart from the items listed below in F.2.9 (the "cover page")?

There is no requirement to provide any information beyond what is required in the revised section F.2.9.

Please see Amendment 1. Y

FHF-20-R-0001 -RfP F.2.1 For the avoidance of doubt, other than the Cover Page (and Cover Letter if these are different) and two-page corporate experience submission, are there any additional exhibits that should be submitted by the 10/15 deadline? See Amendment 1. Y

Attachment A_- _SOW_Advisory_Services

IV. Services For the avoidance of doubt, please clarify that "Except for advising FHFA as provided herein, the Contractor shall be precluded from obtaining work related to the execution of the roadmap" means that the Contractor will not be allowed to serve as an underwriter (active or passive) on any equity or Yes. N other capital issuance that might be conducted by the GSEs in the context of existing conservatorship

FHF-20-R-0001 -RfP C.9 Nondisclosure Please confirm whether the draft Nondisclosure Agreement on page 37 is expected to be executed by all key personnel (as opposed to the Contractor in its corporate capacity) See Amendment 1. Y

FHF-20-R-0001 -RfP C.22 Organizational Conflict of Interest

At what point in the process should the Contractor make the representations listed in (c)1 and (c)2 and provide the additional information bearing on the existence (of lack thereof) of actual or potential conflicts of interest?

Organizational Conflict of Interest is provided at F.9.1, Step 5. N

FHF-20-R-0001 -RfP C.20 Key Personnel

Are there any citizenship or other restrictions with respect to the identity of Key Personnel?

An employee must be able to meet the requirements set forth in Clause C.23 “Homeland Security Presidential Directive-12 [HSPD-12] (SEP 2012)” set forth in the RFP. N

FHF-20-R-0001 -RfP C.21 Minority and Women Inclusion

At what point in the process should the Contractor confirm its commitment to equal opportunity, or is this commitment assumed for all those submitting a proposal?

At contract award the Contractor agrees to comply with the requirements in this clause. N

FHF-20-R-0001 -RfP C.21 Minority and Women Inclusion / E2 Offerer Representations and Certifications

If the Contractor's existing affirmative action programs has not been deemed consistent with Labor Department regulations, would this disqualify the Offeror from being considered?

If awarded the contract, the Contractor must comply with the clause C.21, “Minority and Women Inclusion (OCT 2017)”. N

FHF-20-R-0001 -RfP E.2 Offerer Representations and Certifications

For those who have not completed the annual process in SAM, at what point in the process should Offerors make the required representations?

Phase II. See Amendment

1. Y

FHF-20-R-0001 -RfP E.2 Offerer Representations and Certifications

Do negative answers to (d)(1) and (d)(2) under “Representations required to implement provisions of Executive Order 11246” disqualify the Contractor from being selected for the contract, and if not, would selection for the contract require that the contractor be subject to filing compliance reports and developing a qualifying affirmative action program as a condition of selection? See FAR 22.804. N

Combined Synopsis Solicitation Introduction Please clarify the importance of the $38.5M figure which was mentioned in relation to the Investment Banking and Securities Dealing size standard?

The NAICS size standard of 523110 and $38.5 million is used in determining the size of a business (i.e. large or small business). Please read FAR 19.102 for more information. N

FHF-20-R-0001 Section F.6.3. Will the contents of the oral presentation and accompanying written materials be subject to public disclosure? See FAR 3.104-4. N

FHF-20-R-0001 Section G.2.4.2 To clarify, there should be no discussion of specific personnel in the Corporate Experience Submission, even as it relates to relevant experience? Incorrect. See F.3.1. N

FHF-20-R-0001 Section G.2.4.2 To clarify, there should be no discussion of a potential plan and issues to consider in the Corporate Experience Submission?

Organizational Conflict of Interest is provided at F.9.1, Step 5. N

FHF-20-R-0001 Section F.2.2 To clarify, should the prospective offeror plan to prepare a separate appendix document that contains further details on our corporate experience credentials or should that material be saved for the oral presentation?

No appendix or additional information will be accepted. The oral presentations will only address the information specified in RFP Section F.6.4.

N

Does acting as an advisor to the FHFA preclude other parts of our firm from participating in non-advisory activities (i.e. financing, principal investing, sales and trading and investment management activities) in the normal course during the advisory period.

We cannot address company-specific issues.

Reference the Organizational Conflict of Interest clause. N

Please provide additional clarification around specific items you would like our firm to highlight for corporate experiences in the initial 2 page submission

The offeror must decide the most relevant corporate experience to submit in Phase I. N

Combined synopsis Solicitiation.docx

Period of Performance

Does FHFA have an estimated number of hours for Phase I and Phase II work? No. N

36 FHF-20-R-001 RFP Document

F.3.1 Corporate Experience Submission

May we include links to articles and publications in the 2 page Corporate experience submission?

No, all relevant information must be incorporated within the confines of the two-page limitation. Any links to articles and publications will not be considered during the evaluation. N

37 FHF-20-R-001 RFP Document

F.3.1 Corporate Experience Submission

If we are allowed to place links in the submission should these be in footnote form? N/A. See above response. N

38 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (c), can the government please confirm that the contractor may disclose information without the government’s approval when required by law, legal process, or applicable professional standards?

See Amendment One, which addresses this issue. Y

39 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (c), can the government please confirm that contractor’s subcontractors and vendors shall be entitled to receive the information in the performance of their official duties and who have signed an NDA?

Yes, provided that they execute an NDA. N

40 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (d), can the government please confirm that, notwithstanding any other provision of the contract, the Contractor may retain a copy of information received, developed, or otherwise relating to this Contract in order to comply with its contractual obligations and applicable professional standards?

The Contractor will be executing the work on FHFA’s network. See clause C.11. N

41 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (d), can the government please confirm that, notwithstanding any other provision of the contract, information stored on routine back-up media for the purpose of disaster recovery will be subject to destruction in due course.

The Contractor will be working on FHFA’s network.

See Clause C.11. N

42 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (d), can the government please confirm that, notwithstanding any other provision of the contract, latent data such as deleted files and other non-logical data types, such as memory dumps, swap files, temporary files, printer spool files and metadata that can customarily only be retrieved by computer forensics experts and are generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for the return or

The Contractor will be working on FHFA’s network.

See Clause C.11. N destruction of records as contemplated by this paragraph?

43 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

Can the government please also revise the language in (d) so that the contractor’s obligation to return or destroy the CUI is triggered only when requested in writing by the government? See Amendment 1. Y

44 RFP document

C.9

NONDISCLOSURE

OF CONTROLLED

UNCLASSIFIED

INFORMATION,

INCLUDING FHFA

NON-PUBLIC

INFORMATION

(JUN 2019).

In Paragraph (h), can the government please acknowledge that the Contractor shall promptly notify the CO of any request, subpoena, court order, or other legal process, except when prohibited by law or legal process from promptly notifying the CO? See Amendment 1. Y

45 RFP document

C.11 FHFA

NETWORK ACCESS

Can the government please provide a copy of the referenced Rules of Behavior and User Acknowledgement?

These will be provided subsequent to contract award. N

46 RFP document

C.12 HOLD

HARMLESS AND

INDEMNIFICATION

AGREEMENT

Can the government please make the following edit: The Contractor shall save, hold harmless, and indemnify the Government against any and all liability, claims, and costs of whatsoever kind and nature for bodily injury to or death of any person or persons and for loss or damage to any tangible personal property occurring [DELETE: in connection with or in any way incident to or] arising out of the occupancy, use, service, operations, or performance of work under the terms of this contract, resulting in whole or in part from the intentional and/or negligent acts or omissions of the Contractor, and Subcontractor, or any employee, agent, or representative of Contractor or Subcontractor See Amendment 1. Y

47 RFP document

C.17 TITLE TO

MATERIALS SHALL

VEST IN THE

GOVERNMENT

Although Section C.17 states that the contractor can mark materials as “Limited Rights Data,” the SOW

(pg. 4) states that FHFA has “unlimited rights to all deliverables” and is prohibited from marking any portion of any deliverable as “limited rights,” “limited rights data,” or “restricted rights” without approval from the CO prior to the beginning of contract performance. Can the government please confirm that See Amendment 1. Y the contractor may mark materials as “Limited Rights Data” without prior approval from the CO, and that “Limited Rights Data” has the meaning as defined by the Federal Acquisition Regulations?

48 RFP document

NONDISCLOSURE

AGREEMENT

Can the government please confirm that personnel may disclose information without the government’s approval when required by law, legal process, or applicable professional standards? See Amendment 1. Y

49 RFP document

NONDISCLOSURE

AGREEMENT

Can the government please make the contractor responsible for returning the CUI to FHFA rather than having individual employees be personally responsible for returning any CUI to FHFA? No. N

50 RFP document

NONDISCLOSURE

AGREEMENT

Can the government please acknowledge that the personnel shall promptly notify the CO of any request, subpoena, court order, or other legal process, except when prohibited by law or legal process from promptly notifying the CO? See Amendment 1. Y

51 RFP document

NONDISCLOSURE

AGREEMENT

Can the government please revise the provision to require the personnel to contact his/her employer regarding any question as to whether particular information is FHFA CUI, and for the employer to communicate on the subject with the government, rather than the personnel directly notifying the government? No. See Amendment 1. Y

52 RFP document

NONDISCLOSURE

AGREEMENT

Can the government please revise the provision to require the personnel to notify his/her employer of breach, and for the employer to notify the government, rather than the personnel directly notifying the government? No. See Amendment 1. Y

53 SOW N/A

What, if any, restrictions on the vendor or its personnel would there be with respect to projects undertaken for or relationships with Freddie Mac and Fannie Mae currently or prospectively?

We cannot address company-specific issues.

Reference the Organizational Conflict of Interest clause. N

54 SOW N/A

Can the government please confirm that the contractor’s role is limited to providing the services articulated in this solicitation, and as such, the contractor will have no contact with legislative branch officials or legislative branch employees at any level of government, will not undertake meetings with government officials on behalf of FHFA or otherwise appear in a public or private context, and will take no view or role that could be fairly interpreted as public policy advocacy, lobbying, or otherwise be perceived as impairing objectivity or independence?

Please refer to the SOW for contract requirements. N

FHF-20-R-0001

Attachment A - Statement of Work

If the offeror is an underwriter and trader of CRT, does that disqualify the offeror from the process?

We cannot address company-specific issues.

Reference the Organizational Conflict of Interest clause. N

FHF-20-R-0001

Attachment A - Statement of Work

If the offeror is an underwriter and trader of CRT, would the offeror need to stop CRT underwriting and trading during Phase I or Phase II?

We cannot address company-specific issues.

Reference the Organizational Conflict of Interest clause. N

FHF-20-R-0001

Attachment A - Statement of Work

If the offeror is an underwriter and trader of MBS or other mortgage products, does that disqualify the offeror from the process?

We cannot address company-specific issues.

Reference the Organizational Conflict of

Attachment A - Statement of Work

If the offeror is an underwriter and trader of MBS or other mortgage products, would the offeror need to stop MBS or other mortgage products underwriting and trading during Phase I or Phase II?

We cannot address company-specific issues.

Reference the Organizational Conflict of

Attachment A - Statement of Work

Can FHFA provide any additional details on timing expectations of key deliverables, such as the Strategic Assessment Report and completion date for the Roadmap?

The timing of deliverables will be based on consultation with the advisor and is not a calendar-driven process. N

Work

What is the anticipated level of onsite work?

Substantial on-site engagement with FHFA leadership is anticipated. A wide variety of supporting activities and analysis may be done off-site, to be determined based on consultation with the advisor. N

Work

Does FHFA desire to have any Contractor resources, such as financial analysts or associates, dedicated to the advisory assignment on a full-time basis?

To be determined based on consultation with the

Work

What are the FHFA's key objectives and milestones during the 12 month base period?

To be determined based on consultation with the

Work

What is the intended timing in relation to the Roadmap that the FHFA expects for this particular assignment? How soon would the

FHFA would anticipate beginning the Roadmap development process immediately after engagement of an advisor. N

FHFA consider starting on developing the Roadmap?

Work

What milestones does the FHFA envisage necessary to exit the conservatorships, as outlined in phase II of the Roadmap?

To be determined based on consultation with the advisor.

N

SOW Section IV, Services

What entities does FHFA expect the contractor to work with? Specific Government entities?, Agencies?

Committees?

FHFA anticipates that a substantial portion of advisor’s efforts will be engaged with FHFA, Fannie Mae and Freddie Mac.

Other entities to be determined based on consultation with the advisor.

N

SOW Section III Can the government please confirm that the scope of work will not include legal services?

Please refer to the SOW for contract requirements.

N

SOW Section III

“These services may include but are not limited to a comprehensive assessment and detailed analysis of the needs of FHFA and the Enterprises for the purpose of providing analyses and recommendations regarding the Roadmap in the following areas: […] Strategic communications, in conjunction

To be determined based on consultation with the advisor.

N with public relations counsel.” Can the government please describe in more detail the scope of any “strategic communications” or collaboration with FHFA’s public relations counsel?

Attachment Two

C.9 NONDISCLOSURE OF CONTROLLED UNCLASSIFIED INFORMATION,

INCLUDING FHFA NON-PUBLIC INFORMATION

(a) In the course of performance of this contract, Contractor (used hereinafter in this clause to mean Contractor and Contractor’s directors, officers, employees, subcontractors, agents, or consultants) may receive and/or produce Controlled Unclassified Information (CUI), as defined in 32 C.F.R. Part 2002 (hereinafter referred to as “FHFA CUI”). For the purposes of this NDA, FHFA Non- Public Information is information in any medium, whether electronic, hard copy, or unwritten, that FHFA has not made public, that is created by, obtained by, or communicated to an FHFA employee or the Authorized Entity, in connection with FHFA’s requirement for Capital Market and Financial Advisory Services, regardless of who is in possession of the information.

One type of FHFA CUI is FHFA Non-Public Information, which is information in any medium, whether electronic, hard copy, or unwritten, that FHFA has not made public, that is created by, obtained by, or communicated to an FHFA employee or FHFA contractor personnel, in connection with the performance of official duties, regardless of who is in possession of the information. FHFA CUI includes, but is not limited to, information of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Federal Home Loan Banks (collectively, the regulated entities), the Office of Finance of the Federal Home Loan Bank System (Office of Finance), or FHFA. FHFA CUI includes information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols.

(b) All FHFA CUI received and/or produced pursuant to this NDA must be handled in accordance with

(1) Executive Order 13556, Controlled Unclassified Information, 75 FR 68675 (Nov. 4, 2010); (2) 32 C.F.R. Part 2002; (3) the CUI Registry (available at: https://www.archives.gov/cui); (4) FHFA Policy 222 Controlled Unclassified Information; and (5) FHFA Controlled Unclassified Information Procedures (4 and 5 will be provided subsequent to award).. The Authorized Entity acknowledges that misuse of CUI may be subject to penalties established in applicable Federal laws, regulations, or Government-wide policies. The Authorized Entity agrees to report noncompliance with CUI handling requirements to FHFA. Relevant CUI protections include, but are not limited to, ensuring that:

a. FHFA CUI in the Authorized Entity’s possession is kept under its direct control or protected with at least one physical barrier (for example, a locked file cabinet, locked office door, or a locked file room) when left unattended;

b. Unauthorized individuals cannot see FHFA CUI in the Authorized Entity’s possession and cannot overhear conversations if CUI is being discussed;

c. Hard copy and electronic media containing FHFA CUI is destroyed in a manner that makes the information/data unreadable, indecipherable, and unrecoverable, if the Authorized Entity is directed by the FHFA Contracting Officer to destroy FHFA CUI in its possession; and

d. Any information system of the Authorized Entity which processes or stores FHFA CUI meets the standards set forth in NIST SP 800-171, Revision 1, Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations.

(c) Contractor has read FHFA Policy No. 301, Use and Protection of Personally Identifiable Information Policy, which is incorporated by reference into the contract, and shall abide by the policy described therein and follow the guidelines given for using and protecting personally identifiable information, which is also a category of CUI. FHFA Policy No. 301 is available on the FHFA website:

http://www.fhfa.gov/AboutUs/Policies/Documents/PII%20Policy%20-%20Signed.pdf. If the Contractor is required to take annual or role-based privacy awareness training, the Contractor shall read and abide by FHFA’s Personally Identifiable Information Breach Response Plan, including ensuring that the Plan is protected in accordance with this clause.

https://www.archives.gov/cui https://www.archives.gov/cui http://www.fhfa.gov/AboutUs/Policies/Documents/PII%20Policy%20-%20Signed.pdf http://www.fhfa.gov/AboutUs/Policies/Documents/PII%20Policy%20-%20Signed.pdf

Attachment Two

(d) The Contractor agrees to abide by the requirements in the Corporate and Individual FHFA Nondisclosure Agreements (NDAs) attached herein, including the handling and protection of CUI and breach notification procedures, that Contractor shall sign and agree to the provisions in the Corporate FHFA NDA, and that each of its personnel and subcontractor personnel working under this contract shall sign and agree to the provisions in the FHFA Individual NDA. The Contractor further agrees that the Contractor shall submit a copy of each signed NDA to the FHFA Contracting Officer (CO) and designated Contracting Officer’s Representative (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. The Contractor shall maintain all the original, signed NDAs. Within five business days of a written request from the CO, the Contractor shall provide the signed, original NDAs.

(e) The Contractor agrees that any breach of this clause which is attributable to the Contractor constitutes a material breach of contract and may be sufficient grounds for a termination for default.

Attachment Three

INDIVIDUAL NON-DISCLOSURE AGREEMENT

1. I, ________________________ , an individual official, employee, consultant, or subcontractor of ___________________ (the Authorized Entity), intending to be legally bound, hereby agree and consent to the terms in this Non-Disclosure Agreement (NDA) in consideration of my being granted conditional access to certain Controlled Unclassified Information (CUI), specifically, FHFA Non-Public Information. One type of FHFA CUI is FHFA Non-Public Information, which is information in any medium, whether electronic, hard copy, or unwritten, that FHFA has not made public, that is created by, obtained by, or communicated to an FHFA employee or FHFA contractor personnel, in connection with the performance of official duties, regardless of who is in possession of the information. FHFA CUI includes, but is not limited to, information of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal Home Loan Banks (collectively, the regulated entities), the Office of Finance of the Federal Home Loan Bank System, or FHFA. FHFA CUI includes information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols.

2. I agree not to disclose without the prior written approval of the FHFA Contracting Officer any discussion or information related to CUI listed in paragraph 1. above, obtained by, produced by, or disclosed to me in connection with this requirement to anyone other than authorized FHFA employees or persons of the Authorized Entity who have executed this NDA.

3. All FHFA CUI received and/or produced pursuant to this NDA must be handled in accordance with (1) Executive Order 13556, Controlled Unclassified Information, 75 FR 68675 (Nov. 4, 2010); (2) 32 C.F.R. Part 2002; (3) the CUI Registry (available at:

https://www.archives.gov/cui); (4) FHFA Policy 222 Controlled Unclassified Information; and (5) FHFA Controlled Unclassified Information Procedures (4 and 5 will be provided subsequent to award). I acknowledge that misuse of CUI may be subject to penalties established in applicable Federal laws, regulations, or Government-wide policies. I agree to report noncompliance with CUI handling requirements to FHFA. Relevant CUI protections include, but are not limited to, ensuring that:

a. FHFA CUI in my possession is kept under its direct control or protected with at least one physical barrier (for example, a locked file cabinet, locked office door, or a locked file room) when left unattended;

b. Unauthorized individuals cannot see FHFA CUI in my possession and cannot overhear conversations if CUI is being discussed;

c. Hard copy and electronic media containing FHFA CUI is destroyed in a manner that makes the information/data unreadable, indecipherable, and unrecoverable, if the Authorized Entity is directed by the FHFA Contracting Officer to destroy FHFA CUI in its possession; and

d. Any information system of the Authorized Entity which processes or stores FHFA CUI meets the standards set forth in NIST SP 800-171, Revision 1, Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations.

4. I shall take all reasonable measures to avoid unintentional or inadvertent disclosure by me of FHFA CUI, and within five calendar days of a request from the Contracting Officer, shall return to https://www.archives.gov/cui

FHFA or destroy any FHFA CUI, or copies thereof. Should a question arise as to whether particular information is FHFA CUI or whether an FHFA employee is authorized to discuss such CUI, I shall immediately contact the FHFA Contracting Officer and seek a determination related to the matter. If the FHFA Contracting Officer notifies me that the information is FHFA CUI, I shall treat it in accordance with this NDA and shall only discuss such CUI with authorized FHFA personnel or persons of the Authorized Entity who have executed this NDA.

5. I agree that if I become aware of a suspected or actual breach of FHFA CUI, I will immediately notify the FHFA Help Desk at HelpDesk@FHFA.gov or (202)-649-3990. I shall immediately thereafter notify the FHFA Contracting Officer of any suspected or actual breach of CUI. When reporting a suspected or actual breach, I will provide as much information as possible, such as the nature of the breach (e.g., lost files, stolen IT equipment, or hacked electronic devices); the information that was involved in the breach; the date, time, and location of the breach; the number of affected individuals; and any other pertinent information. For the purposes of this clause, a breach is defined as the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar occurrence where (1) a person other than an authorized user accesses or potentially accesses FHFA CUI, or (2) an authorized user accesses or potentially accesses FHFA CUI for an unauthorized purpose. After reporting a suspected or actual breach, I shall have a continuing obligation to participate in and assist FHFA in investigating, mitigating, and responding to such a breach.

6. I agree that I shall not use or permit the use of FHFA CUI obtained by me as a result of this requirement by FHFA for private gain for myself or any other person or entity by direct action on my part or by counsel, recommendation, or suggestions to another person or entity.

7. In accordance with 12 C.F.R. Part 1215, unless by judicial order directed otherwise (after providing the FHFA Contracting Officer with notice as specified below), I understand that I am prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to me in connection with this requirement, and I am prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, order, or otherwise without prior written notice to the FHFA Contracting Officer. I shall promptly notify the FHFA Contracting Officer of any request, subpoena, court order, or other legal process requiring my attendance as a witness or the production of documents.

8. I understand that I may be subject to criminal penalties under 18 U.S.C. 641 and 1905, and other applicable laws for the misuse or unauthorized disclosure of FHFA CUI. Any prohibition on providing testimony or disclosing information pursuant to paragraph 7. shall not be effective to the extent such testimony or disclosure of information is required by law. Only “Authorized Persons” (as defined in the corporate NDA entered into by the Authorized Entity in connection herewith) or other persons of the Authorized Entity (or of its affiliates) who are required to have access to the Authorized Entity’s information for oversight purposes, for example, investigators, auditors, or regulators, are authorized to have access to any discussion or information obtained, produced or disclosed in connection herewith without executing this NDA solely to the extent that, in light of the Authorized Entity’s internal policies, such persons are obligated to maintain the confidentiality of such information in a manner consistent with the terms hereof by virtue of execution of a corporate NDA and provided that any person of the Authorized Entity that is directly supporting this requirement will be required to execute this NDA. Any requirement pursuant to paragraph 5.

to notify the FHFA Help Desk or FHFA Contracting Officer of breaches of FHFA CUI or CUI of which I am aware shall be limited to breaches that actually occurred or breaches which, after reasonable internal inquiry, I suspect occurred.

BY SIGNING BELOW, I AGREE TO THE TERMS OF THIS NDA.

Printed Name Signature Date

Attachment Four

CORPORATE NON-DISCLOSURE AGREEMENT

1. ____________________[insert name of organization/company] (the Authorized Entity) intending to be legally bound, hereby agrees and consents to the terms in this Non-Disclosure Agreement (NDA) in consideration of the Authorized Entity being granted conditional access to certain Controlled Unclassified Information (CUI) requiring protection, specifically, FHFA Non- Public Information. For the purposes of this NDA, FHFA Non- Public Information is information in any medium, whether electronic, hard copy, or unwritten, that FHFA has not made public, that is created by, obtained by, or communicated to an FHFA employee or the Authorized Entity, in connection with FHFA’s requirement for Capital Market and Financial Advisory Services, regardless of who is in possession of the information. One type of FHFA CUI is FHFA Non-Public Information, which is information in any medium, whether electronic, hard copy, or unwritten, that FHFA has not made public, that is created by, obtained by, or communicated to an FHFA employee or FHFA contractor personnel, in connection with the performance of official duties, regardless of who is in possession of the information. FHFA CUI includes, but is not limited to, information of the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal Home Loan Banks (collectively, the regulated entities), the Office of Finance of the Federal Home Loan Bank System, or FHFA. FHFA CUI includes information in any form, including documents, electronic mail, computer files, conversations, audio or video recordings, and internal information technology infrastructure components, including Internet Protocols.

2. The Authorized Entity agrees not to disclose without the prior written approval of the FHFA Contracting Officer any discussion or information related to FHFA CUI described in paragraph

1. above, obtained by, produced by, or disclosed to the Authorized Entity in connection with this requirement to anyone other than authorized FHFA employees or persons of the Authorized Entity who have executed this NDA or other Authorized Persons.

3 All FHFA CUI received and/or produced pursuant to this NDA must be handled in accordance with (1) Executive Order 13556, Controlled Unclassified Information, 75 FR 68675 (Nov. 4, 2010); (2) 32 C.F.R. Part 2002; (3) the CUI Registry (available at:

https://www.archives.gov/cui); (4) FHFA Policy 222 Controlled Unclassified Information; and

(5) FHFA Controlled Unclassified Information Procedures (4 and 5 will be provided subsequent to award). The Authorized Entity acknowledges that misuse of CUI may be subject to penalties established in applicable Federal laws, regulations, or Government-wide policies. The Authorized Entity agrees to report noncompliance with CUI handling requirements to FHFA.

Relevant CUI protections include, but are not limited to, ensuring that:

a. FHFA CUI in the Authorized Entity’s possession is kept under its direct control or protected with at least one physical barrier (for example, a locked file cabinet, locked office door, or a locked file room) when left unattended;

b. Unauthorized individuals cannot see FHFA CUI in the Authorized Entity’s possession and cannot overhear conversations if CUI is being discussed;

c. Hard copy and electronic media containing FHFA CUI is destroyed in a manner that makes the information/data unreadable, indecipherable, and unrecoverable, if the Authorized Entity is directed by the FHFA Contracting Officer to destroy FHFA CUI in its possession; and

d. Any information system of the Authorized Entity which processes or stores FHFA CUI meets the standards set forth in NIST SP 800-171, Revision 1, Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations.

4. Within five calendar days of a request from the Contracting Officer, the Authorized Entity shall return to FHFA or destroy any FHFA CUI, or copies thereof. Should a question arise as to whether particular information is FHFA CUI or whether an FHFA employee is authorized to discuss such CUI, the Authorized Entity shall immediately contact the FHFA Contracting Officer and seek a determination related to the matter. If the FHFA Contracting Officer notifies the Authorized Entity that the information is FHFA CUI, the Authorized Entity shall treat it in accordance with this NDA and shall only discuss such CUI with authorized FHFA personnel or persons within its organization who have executed this NDA or other Authorized Persons.

5. The Authorized Entity agrees that if it becomes aware of a suspected or actual breach of FHFA CUI, the Authorized Entity will immediately notify the FHFA Help Desk at HelpDesk@FHFA.gov or (202) 649-3990. The Authorized Entity shall immediately thereafter notify the FHFA Contracting Officer of any suspected or actual breach of CUI. When reporting a suspected or actual breach, the Authorized Entity will provide as much information as possible, such as the nature of the breach (e.g., lost files, stolen IT equipment, or hacked electronic devices); the information that was involved in the breach; the date, time, and location of the breach; the number of affected individuals; and any other pertinent information. For the purposes of this clause, a breach is defined as the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, unauthorized access, or any similar occurrence where (1) a person other than an authorized user accesses or potentially accesses FHFA CUI, or (2) an authorized user accesses or potentially accesses FHFA CUI for an unauthorized purpose. After reporting a suspected or actual breach, the Authorized Entity shall have a continuing obligation to participate in and assist FHFA in investigating, mitigating, and responding to such a breach.

6. The Authorized Entity shall not use or permit the use of FHFA CUI obtained by the Authorized Entity as a result of this requirement by FHFA for private gain for itself or any other person or entity by direct action on its part or by counsel, recommendation, or suggestions to another person or entity.

7. In accordance with 12 C.F.R. Part 1215, unless by judicial order directed otherwise (after providing the FHFA Contracting Officer with notice as specified below), the Authorized Entity understands that the Authorized Entity is prohibited from testifying in court or otherwise with respect to information obtained by, produced by, or disclosed to the Authorized Entity in connection with this requirement, and the Authorized Entity is prohibited from furnishing documents of FHFA, the regulated entities, or the Office of Finance, or copies thereof, in compliance with a subpoena, order, or otherwise without prior written notice to the FHFA Contracting Officer. The Authorized Entity shall promptly notify the FHFA Contracting Officer of any request, subpoena, court order, or other legal process requiring the Authorized Entity’s attendance as a witness or the production of documents.

8. The Authorized Entity understands that it may be subject to criminal penalties under 18 U.S.C.

641 and 1905, and other applicable laws for the misuse or unauthorized disclosure of FHFA CUI. Any prohibition on providing testimony or disclosing information pursuant to paragraph 7.

shall not be effective to the extent such testimony or disclosure of information is required by law.

Only Authorized Persons or other persons of the Authorized Entity (or of its affiliates) who are required to have access to the Authorized Entity’s information for oversight purposes, for example, investigators, auditors, or regulators, are authorized to have access to any discussion or information obtained, produced, or…