H. Questions and Answers.pdf

Questions & Answers for Solicitation nr. 19EN1025Q0045

Solicitation nr. 19EN1025Q0045

Project: Legal services for real estate purchase

Questions & Answers

Number Question as submitted by bidder Answer from Contracting Office

1.

Refers to Solicitation Section & Paragraph Number: A.2.

Is the amount for “Ceiling Price” established by multiplication of the number in the field “Hourly Rate” and number 130 from the pre-filled field “Estimated hours”?

Yes, that is correct

2.

Refers to Solicitation Section & Paragraph Number: A.2.

What is the result of reaching 130 billable hours? Can the number of Estimated hours (130) be exceeded and billed by the Law Firm at the proposed Hourly Rate, if the volume of necessary and justified work is higher? If the amount of 130 billable hours is reached and billed by the Law Firm, would the Ceiling Price preclude billing any necessary and justified additional work performed by the Law Firm?

The number of estimated hours can exceed given the complicity of the project. Once Post sees that the predicted hours are getting critically low, Post will amend the contract and add hours as needed.

3.

Refers to Solicitation Section & Paragraph Number: A.2.

Would it be possible that the transaction costs established by law (such as the notary’s fees and state fees applicable to real estate transaction) are invoiced separately by the notary and not mediated by the law firm?

Yes, that is possible

4.

Refers to Solicitation Section & Paragraph Number: A.2.

For the purpose of calculating the proportion of added costs included in the Hourly Rate: is the amount of Estimated hours (130 hours) the minimum amount billable for this project? Please note that some costs included in the Hourly Rate are established by law, such as the notary’s fees and state fees applicable to real estate transaction. If the amount of billable hours would be reduced unforeseeably, the fee for the Law Firm’s services may, The listed estimated hours are not the minimum but estimated for the entire project. If less time is needed, then the final order will be adjusted to actual usage. If more services are needed, then the number of hours will be increased.

hypothetically, fail to cover even the unavoidable and mandatory costs of the transaction.

5.

Refers to Solicitation Section & Paragraph Number: A.2.

We assume that the notarized agreements for purchase of the target properties will be composed and concluded in English, by a notary chosen by the Law Firm. Considering the documentation ordinarily associated with a real estate transaction in Estonia, please provide an overview of the documents that should be additionally translated and provided to the embassy in English.

Any legal contracts, notarized documents, letters to the Ministry of Foreign Affairs, deed records, or documents needed to be sent to government offices in order to close the transaction.

6.

Refers to Solicitation Section & Paragraph Number: A.2.

Do potential contractors also have to include their estimate of the hours or only the hourly rate in the offer? Are the estimated hours (130h) stipulated under the Prices Section an estimate which can be amended, if necessary, in the offer or during the execution of the works, or a hard cap that cannot be exceeded?

Please only offer the hourly rate. The estimated hours are predicted by Post according to past projects. If needed the number of hours can be amended as needed, there is no hard cap.

7.

Refers to Solicitation Section & Paragraph Number: Section A.2.;

Section B.9, B.15, B.19 In A.2 it is stated that the hourly rates must also have registry duty fees included as well as any other possible services needed as billing can only be in hours.

Section B stipulates that the contractor shall retain and fully compensate a Notary Public (B.9), a qualified certified translator (B.15), and shall also be responsible for retaining and compensating for whatever additional professional assistance is needed to deliver Certification (Note to B.19).

Customarily any inevitable associated costs to fulfilling a task are reimbursed by client in addition to the billed hours of attorneys.

Especially in real estate transactions the registry duty fees and notary fees (although agreed, divided between parties) are usually quite hefty depending on the transaction value.

Shall we then nevertheless conclude that the Embassy is not going to reimburse any expenses in addition to attorney fees and is rather seeking to the Contractor to accordingly design the hourly rates?

A.2. Post has amended the solicitation to remove registry duty and translation fees from the hourly rates and we have added additional services to the pricing chart. Please provide pricing structure for any additional services that are not notary fees.

B. We have made corrections to paragraph B.9

8.

Refers to Solicitation Section & Paragraph Number: B – Compatibility with USG standards Please confirm that evaluation of the properties’ compatibility with US standards and requirements (including USG accessibility standards) is performed in the pre-selection process and such verification is not included in the scope of this contract.

From a legal standpoint it should not matter, it is a straightforward contractual process. We have architectural teams that review the properties for our compliance. Further, our brokers assist us in this. The legal teams will not be involved in the selection of the properties.

9.

Refers to Solicitation Section & Paragraph Number: Sections B.4, B.5 and H According to Estonian law and market practice, real estate purchase agreements are drafted by the notary public according to the wishes of the parties thereto and as amended by the parties and their legal advisors. The RFQ stipulates, however, that the contractors shall review USG-supplied documents and a draft conditional purchase agreement which has been attached to the RFQ (Section H). Shall the scope be amended, taking into account the foregoing (i.e. that the agreement shall be drafted by the notary according to Estonian law)?

We intend for the selected firm to work with our templates and also work with the notary to adhere them to local law as best as possible. There are clauses that must be included and we will seek your guidance to work with the notary to see what can be included and excluded. Our templates should be used as the starting point for the selected firm to work with the notary on this with.

10.

Refers to Solicitation Section & Paragraph Number: Section B, paragraph 9 In Estonia a Notary Public is under a law a neutral intermediary and cannot be retained as such, but their authentication of an agreement is mandatory for the transfer of property ownership. The notary is chosen by agreement of the parties. The amount of the notary fee is established by law and cannot be altered by agreement. The fees depend on the transaction amounts, but can be up to 10 000 euros.

Based on this information, would it be possible that the offerors do not include the notary fee in their proposed hourly rate, but rather the fee is paid by the Embassy of the United States, or the Seller or some combination (subject to agreement)?

No, the selected firm should include the notary fees in their bid.

11.

Refers to Solicitation Section & Paragraph Number: Sections B.9 and B.15 The RFQ provides for clauses that apply to the services provided under the contract. Can the contractor also add their own clauses and regulations to the contract/legal relationship? The Estonian market practice is that legal advisors apply their standard terms and

The format used for the solicitation is a standard U.S. Government document used worldwide. The Clauses listed are a standard U.S.

Government clauses and they cannot be changed. Local clauses cannot be added to this document.

The final contract will be the same document without Sections I-K.

conditions to provision of legal services. Such T&C also include liability limitations (usually the liability is capped at triple fee, excluding cases of intent or gross negligence).

12.

Refers to Solicitation Section & Paragraph Number: Sections C-K According to the statement of work, the contractor shall retain and fully compensate the Notary Public and a certified translator for the services necessary. Will this cost be compensated to the contractor by the USG? The notary fees can be substantial and it is common practice that such costs are borne by the clients. The same goes for translation costs.

These costs should be included in your fee proposal. They will be paid out by the selected firm as part of your billings and then included on the regular bill submissions.

13.

Refers to Solicitation Section & Paragraph Number: Section F.1 The contractor shall obtain all permits, licenses, and appointments required for the prosecution of work under the contract without additional cost to the USG. Please elaborate if this clause only includes permits and other documentation for the provision of legal counselling services or also any documentation necessary for the acquisition/renovation of the two immovables.

This clause only includes permits and other documentation for the provision of legal counselling services