MBS Legal Services - Acknowledgement Agreements and Issuer Liquidity Matters

THIS IS A NOTICE OF INTENT TO SOLE SOURCE AND NOT A REQUEST FOR QUOTATION OR PROPOSAL. THERE IS NO SOLICITATION PACKAGE AVAILABLE FOR THIS ACTION.

The U.S. Department of Housing and Urban Development (HUD), Office of the Chief Procurement Officer (OCPO), located in Washington, DC, intends to negotiate and award a hybrid Firm-Fixed-Price (FFP) and Labor Hour (LH) sole-source contract to Venable LLP (Venable), located at 600 Massachusetts Ave NW, Washington, DC 20001. This acquisition is being conducted using the policies and procedures of Revolutionary FAR Overhaul (RFO) Part 12 Acquisition of Commercial Products and Commercial Services, and RFO Part 15 Contracting by Negotiation, supplemented by the Housing and Urban Development Acquisition Regulations (HUDAR). The North American Industry Classification System (NAICS) code for this requirement is 541110, Offices of Lawyers, with a small business size standard of $15.5 million.

Background and General Description of Work: HUD's Government National Mortgage Association (Ginnie Mae) has a requirement for a sole source award to Venable to support Ginnie Mae's Mortgage-Backed Securities (MBS) Program, specifically reviews of Acknowledgement Agreement (AA) and Issuer Liquidity Matters legal services. The current contract, 86615525C00005, was awarded to Venable on June 4, 2025, for a 12-month period of performance. A 6-month extension under RFO 52.217-8 was exercised on May 12, 2026, extending the contract's expiration date to December 13, 2026.

Unique Characteristics of the Requirement: Due to the unique and specialized nature of the required legal services, and the Government's need for continuous services, only one responsible source is reasonably capable of performing this requirement. Acknowledgement Agreement (AA) Reviews and Issuer Liquidity Matters legal services are essential to the MBS Program's ability to provide stable and sustainable housing finance system and ongoing homebuyer/homeowner access to credit. Any contractor who provides Acknowledgement Agreement (AA) Reviews and Issuer Liquidity Matters legal services under the contract requires the following capabilities:

• Experience providing programmatic Acknowledgement Agreement (AA) work.
• A book of business that avoids frequent ethical conflicts of interest that would prevent the law firm from representing Ginnie Mae on AA work or issuer liquidity matters.
• Knowledge of residential mortgage-backed securities, structured finance, and tax law.
• A sufficient number of licensed attorneys on staff to provide assistance with 5 -10 AAs and 2 3 other Issuer Liquidity Matters of varying complexity per month, with the possibility of up to 15 per month.

Market Research conducted in accordance with RFO Part 10 Market Research , indicates that only a small number of law firms possess the specialized expertise and capacity required to support Ginnie Mae's MBS program. During prior procurement activities, three law firms expressed interest in this type of work. Of those three law firms, only two were determined capable to perform the required legal services for this requirement.

Of those two capable law firms, one was identified as having a conflict of interest that precludes the law firm from performing the required legal services under this requirement. This determination was made in accordance with RFO Subpart 9.5, Organizational and Consultant Conflicts of Interest .

To further assess current market capability, the Government issued a Sources Sought Notice on SAM.gov. Only one qualified law firm, Venable, responded with the required expertise, capacity, and relevant experience to support Acknowledgement Agreement Reviews and Issuer Liquidity Matters legal services.

Based on the totality of the market research, including prior expressions of interest, capability assessments, and responses to the Sources Sought Notice, the Government has determined that Venable is the only law firm currently capable of performing the required legal services for this requirement.

This conclusion is supported by the market research record and is consistent with RFO Subpart 10.001, Market Research Requirements .

General Information and Instructions: This is NOT a solicitation for quotations, quotation abstracts, a request for competitive quotations; or request for competitive proposals. However, all responses received within 5 days from the date of publication of this synopsis will be considered by the Government.

Any responses to this notice must clearly and thoroughly support any claims or assertions intended to refute the Government's position. The determination of whether to compete this proposed action based on responses to this notice is solely within the Government's discretion. Responses will be considered for the purpose of determining whether to conduct a competitive procurement; however, the information must eliminate the government's concerns and address how the required legal services can be provided without jeopardizing the requirement. Submission of a brochure or capability statement alone will not alleviate or eliminate the government's concerns.

Responses must specifically address: (1) exactly how the offeror's services can be provided without jeopardizing the Government's mission; (2) how the offeror's approach overcomes the barrier to competition identified by the Government; and (3) how the offeror's approach is more advantageous to the Government than the proposed sole source approach.

If no affirmative responses are received within 5 days of this notice, a contract will be issued to Venable LLP.

Any questions regarding this notice must be submitted in writing via email to Kimberly.M.Campbell@hud.gov and James.J.Glenn@hud.gov.