Legal and Litigation Support Services in connection with McGraw-Hill Securities Matter

The Federal Housing Finance Agency (FHFA) intends to award a sole source contract to Duane Morris, LLP, 505 9th Street NW, Suite 1000, Washington, DC 20004 under the authority of FAR 6.302-1 "Only One Responsible Source and No Other Supplies or Services will Satisfy Agency Requirements". The anticipated period of performance is for a one-year base and will be subject to a six-month extension. Statement of Work (SOW) The Contractor shall support the Federal Housing Finance Agency (FHFA) in meeting its legal obligation to respond to urgent document issues that have arisen and urgent document requests that the agency may receive as a result of the litigation brought by the U.S. Attorney's Office for the Central District of California regarding the rating of certain structured debt securities, United States v. McGraw-Hill Cos., No. 2:13-cv-00779 (C.D. Cal.) ("McGraw-Hill securities matter"). 1. Legal and Consulting Services 1.1. Legal and related consulting services will be required immediately to support the work of FHFA in connection with certain aspects of litigation involving the Federal Home Loan Banks, such as the securities litigation involving the Federal Home Loan Banks of Atlanta, Seattle and Chicago filed in the U.S. District Court for the Central District of California, United States v. McGraw-Hill Cos., No. 2-13-cv-00779 (C.D. Cal.) ("McGraw-Hill securities matter"). The overall objective of the legal services is to assist FHFA in responding to document issues to which FHFA will have to respond in this matter. The Contractor will provide legal advice, technical assistance and discovery support to FHFA that will allow the agency to meet its legal obligation to respond to these requests. These legal and consulting services will be provided on a non-exclusive as-needed basis in response to long-term and short-term task assignments. 1.2. FHFA has full discretion to make assignments of tasks regarding the McGraw-Hill securities matter as appropriate. The Contractor will be required to provide legal representation, research, or advice on legal, policy, technical, operational, or administrative issues that may arise. The contract will allow FHFA to rely upon the Contractor's experience with electronic discovery; coordination of complex litigation and litigation support; housing finance; financial services; government housing finance programs; and other fields of law. 2. Minimum Requirements for Legal Services The Contractor shall meet the following minimum requirements: (i) admission to bar in jurisdiction(s) relevant to the services to be provided under the task; (ii) capacity to devote sufficient resources and provider-hours to complete the task-based assignments; and (iii) capabilities, experience, or expertise in the subject matter area(s) relevant to the task assigned. 3. Special Issues Subject matter areas or special issues may include, without limitation: Litigation under the Federal Rules of Civil Procedure (FRCP); conducting, coordinating, or supporting complex or multi-district litigation or related discovery matters, including large volume document discovery and electronic data discovery (EDD, aka "ESI") and privilege reviews; investigation of actions of entity-affiliated parties and debtors; defending and taking depositions and responding to requests for documents or third party subpoenas that may be served on FHFA. 4. Scope of Work This list of legal subject areas, tasks, consulting and related services to be provided to FHFA for matters related to the FHLB securities litigation is provided for illustration. The engagement under this contract may not involve all of these matters. The contractor shall provide the services outlined in the task as authorized by the FHFA Contracting Officer's Representative (COR). 4.1. Advise, coordinate, and provide legal representation to FHFA in complex legal actions in any federal, state, or local court, as need arises with respect to the with respect to the McGraw-Hill securities litigation, and any civil or appellate practice required for that proceeding (including general appearances in court on behalf of FHFA, motions to dismiss, motions to stay, and discovery motions; appellate briefing, and assembling agency records, investigations, forensic reviews, etc.). 4.2. Provide FHFA on-going legal or technical assistance in the FHLB securities litigation with the coordination of FHFA responses to various document requests, FOIA requests, and federal or state court issued subpoenas; investigation of claims related to the subject matter of the representation; and management of complex document discovery and electronic document discovery in any related action in which the FHFA is a party or has an interest, including responses to third party subpoenas, as needed. 4.3. Provide FHFA on-going advice, technical assistance, products, or services for the FHLB securities litigation with respect to data hosting, information management, case management, litigation support, discovery coordination and document searches, privilege reviews and privilege log productions, web-based document hosting and litigation management system(s) that provide legal teams and FHFA staff access to case filings, shared documents library, witness information, transcripts, deposition materials, case calendars, case tracking system, and related technology. 4.4. Provide FHFA ongoing advice and legal representation on any issue that may arise under the Safety and Soundness Act, as amended by HERA, or applicable law, that arises as a result of the FHLB securities litigation. 5. Reporting & Meetings Apart from billing information or statements, the Contractor shall provide to the Government, on a month to month basis, written narrative reports on the activities and status of the work on a task by task basis for every task that is assigned a discrete billing account. Various legal, consulting, or technical services will be rendered in numerous locations, including without limitation, FHFA offices or facilities, Contractor offices or facilities, court(s) (whether state or federal), and other locations, as necessary. 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. 5.1 Monthly Technical Progress Report A report specified in the paragraphs below shall be submitted monthly electronically to the COR in Microsoft Office format (i.e. Word, Excel or PowerPoint). In addition, one copy shall be submitted to the Contracting Officer electronically at [email protected]. a. The contractor shall submit a monthly Technical Progress Report covering work planned and accomplished during each quarter of the performance period. Such reports shall be designed as an element in an integrated comprehensive system of planning, control, and reporting and management information. b. The initial report shall be delivered within thirty (30) working days of completion of the first full month of the performance period and subsequent reports shall be delivered prior to the end of the succeeding calendar month. c. The reports shall contain the following elements: 1. A cover page containing: a) Contract Number and Title; b) Sequence number and period of performance coyered; c) Contractor's name; d) Date of preparation; and e) "Prepared for the Federal Housing Finance Agency". 2. A summary of the monthly activities. The treatment shall be task by task. 3. For each task, progress made against plans plus pertinent program and contract data in sufficient detail so as to allow assessment of production and productivity and explain any significant results, events or deviations from anticipated results or schedules. 4. For each task, problems that may or may have impeded performance along with any corrective action accomplished or proposed. 5. For each task, work to be performed during the next quarter presented in the context of overall plans or schedules for the activity. 5.2 Quarterly Meetings Quarterly meetings will be held with the COR at the Government's facilities for the Contractor to deliver and briefly describe the progress report. 6. Deliverable 6.1. Performing the tasks outlined in Section 4 is considered an on-going deliverable. The timing required for services and work products will be provided to the Contractor by the COR. Each separate assignment to the Contractor and its scope shall be given or confirmed in writing by the COR before the commencement of work. 6.2. Each work product will specify a schedule for completion. All work products shall be submitted in electronic form, i.e., Microsoft Office (Word, Excel or PowerPoint) where feasible, and in hardcopy as necessary and/or required by the COR. Deliverables will be considered "draft" upon initial receipt. 7. Subcontracting Contractor shall not subcontract any part of its work for the Government unless the Government specifically approves of the subcontract after the Contractor submits to the Government a subcontracting plan, identifying the work to be subcontracted, the reason for subcontracting and the cost or rate of subcontracting. 8. Place of performance Court appearances as needed, including appearing in state court in the states of Washington and Pennsylvania, as well as at the Government's Facilities, Contractor's Facilities, or other jurisdictions, venues or locations as may be requested by the Government. 9. Period of Performance The period of performance is one year from date of award with a six-month option. 10. Billing and Invoice Requirements Contractor will submit, no more or less frequently than monthly, separate invoices for each segregable billable assignment. Invoices shall be submitted in accordance with the Invoicing clauses of this contract. 11. Other Direct Cost 11.1. Other Direct Charges (ODCs) will be reimbursed for direct costs associated with the scope of work only to the extent authorized in advance by the COR. 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 ODC's, contractor is strongly encouraged to submit charges within 45 days of the expense. 11.2. Cost 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 Contractor does not carry in the ordinary course of its business. 12. Travel Reimbursement 12.1. When authorized as part of the work scope on this Contract and within the contract ceiling and as approved by the Contracting Officer (CO) travel expenses incurred in performance of technical directives issued under this Contract may be reimbursed as allowed by the Federal Travel Regulations (FTR) in effect at the time of travel. Travel reimbursement will be made up to the established not-to­ exceed amount for Other Direct Cost. Contractor shall not bill for the costs of local transportation or meals and refreshments consumed while performing work for the Government locally. 12.1. To be reimbursable, the travel expenses must be: 1. Allowable under the FTR and the provisions of this Contract and associated technical directives, 2. Approved prior to travel expenditure by the COR, and 3. Allocable and necessary for performance of this Contract and associated technical directives. Travel requests must be submitted in sufficient time for the COR to give prior approval, and must identify: 1. The name of the traveler, 2. Destination(s) including itinerary, 3. Purpose of the travel, and 4. Cost breakdown. 12.3. To be reimbursed, invoices including travel expenses must provide a detailed breakdown of the actual expenditures invoiced. Contractor shall submit legible copies of all receipts for all travel expenses with the monthly invoice. 13. Funding Status 13.1. The contractor should immediately notify the CO (with a copy to the COR) in writing when billing under the contract has reached 85% of the contract's NTE ceiling amount or whenever remaining funds are not sufficient to cover anticipated performance through to the award's expiration date; whichever is sooner. 13.2. The contractor is cautioned that performance of work above the funded amount of the contract is at the contractor's own risk. (END OF THE STATEMENT OF WORK) This action will result in a Time and Materials type contract. The applicable NAICS is 541110 - Office of Lawyers with a small business size standard of $10.0 Million. There are no-set-asides identified for this procurement. This notice is neither a request for quotations nor a solicitation of offers. No formal solicitation package is available. Interested sources may identify their interest and capability to respond to the requirement, and should furnish detailed data concerning their capabilities to provide the services sought including pricing data and technical data sufficient to determine that a comparable source to the Government is available. The Government shall be the sole source of determining an offeror's ability to meet all requirements. The Government will consider all expressions of interest received prior to the close of this synopsis. A determination by the Government not to compete this proposed contract based upon responses to this notice is solely within the discretion of the Government. Information received will be considered solely for determining whether to conduct a competitive procurement. Only written responses sent via electronic mail to [email protected] will be accepted. The responses shall be received by no later than the response date and time indicated on this Special Notice. The Government will not be responsible for any costs in the preparation of responses to this announcement.