19GE5020R0058 0001.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE RATING

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

07/09/2020

4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

FRANKCODE

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, D60435

David D. Machen

NAME

TEL.

machendd@state.gov

EMAIL

6. ISSUED BY FRANKCODE

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, D60435

7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION NO.

19GE5020R0058

CONTACT DUNS

CODE FACILITY CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, state and ZIP Code) (X)

X 9B. DATED (SEE ITEM 11)

07/06/2020

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X XThe above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers is extended, is not extended, Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning __1__copies of the amendment;(b)By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.__1__X

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is to:

A. Provide Questions and Answers;

B. Add end-notes to the PWS;

C. Correct page number references in 52.212-1 Addendum, Instructions to Offerors;

D. Correct errors in 52.212-2 Evaluation - Commercial Items E. Added missing reference to 52.225-17 Evaluation of Foreign Currency Offers F. Added clause 52.229-11 Tax on Certain Foreign Procurements - Notice and Representations G. Added provision 52.229-12 Tax on Certain Foreign Procurements

The proposal due date is extended to Tuesday, July 21, 2020 at 15:00 CEST.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Susan D. Taylor

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

19GE5020R0058

Table of Contents

Section Description Page Number

2 Contract Clauses 52.203-3 Gratuities (Apr 1984) 52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Oct 2010) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019) 52.217-8 Option to Extend Services (Nov 1999)

52.229-12 TAX OF CERTAIN FOREIGN PROCUREMENTS (JUN 2020)

3 Solicitation Provisions 52.204-16 Commercial and Government Entity Code Reporting (Jul 2016) 52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016) 52.212-1 Addendum Instructions to Offerors 52.212-1 Addendum Instructions to Offerors

4 Evaluation Factors

52.212-2 EVALUATION - COMMERCIAL ITEMS

52.212-2 EVALUATION - COMMERCIAL ITEMS

52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

5 Representations and Certifications 52.212-3 Offeror Representations and Certifications-Commercial Items (Mar 2020)

52.229-11 TAX ON CERTAIN FOREIGN PROCUREMENTS - NOTICE AND REPRESENTATION

(JUN 2020)

003 CLIN 0003: CONSULTING SERVICES

BASE YEAR

1.00 0.00

1.00 LT

Professional and consulting services required to obtain expert opinions in the specialized fields relating to topography elevation, and other similar technical disciplines, required to describe and evaluate real property in accordance with the requirements of the Performance Work Statement.

The price of this line item is a ceiling price that the contractor shall not exceed, but at its own risk.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

007 CLIN 1003: CONSULTING SERVICES

FIRST OPTION YEAR

1.00 0.00

1.00 LT

Professional and consulting services required to obtain expert opinions in the specialized fields relating to topography elevation, and other similar technical disciplines, required to describe and evaluate real property in accordance with the requirements of the Performance Work Statement.

The price of this line item is a ceiling price that the contractor shall not exceed, but at its own risk.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

011 CLIN 2003: CONSULTING SERVICES

SECOND OPTION YEAR

1.00 0.00

1.00 LT

Professional and consulting services required to obtain expert opinions in the specialized fields relating to topography elevation, and other similar technical disciplines, required to describe and evaluate real property in accordance with the requirements of the Performance Work Statement.

The price of this line item is a ceiling price that the contractor shall not exceed, but at its own risk.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

Clause 1. SERVICES AND PRICES was deleted or updated.

1. SERVICES AND PRICES

1.1 SERVICES

The contractor shall perform legal services, as described in the Section 2 (Performance Work Statement) of this contract.

The price listed below shall include all labor, insurance, overhead, and profit. The Government will pay the

19GE5020R0058

Line Item Summary

Solicitation Number:

19GE5020R0058

Contract Number: Title: Dublin - Legal Services Date of Solicitation:

07/09/2020

Line Item No. Description Quantity Unit Unit Price Total Cost

Contractor a fixed, hourly rate for services satisfactorily performed under this contract.

Subcontracting of legal services (excluding professional consulting services described in CLINs 0003, 1003, and 2003) shall not bet authorized.

1.2. TYPE OF CONTRACT

This is a labor-hour contract payable entirely in the currency indicated by the Contractor in Sub-Section 1.3.

1.3 CONTRACT PRICE

The hourly rates expressed in this contract are fixed and shall not be adjusted on account of any escalation in the cost of materials, equipment or labor. The rates provided shall be fully burdened hourly rates that shall include all direct and indirect costs, insurance, overhead, general and administrative expense, and profit.

1.3.1 Total Contract Price

The Contractor shall provide the services for the base period of the contract at the pricing shown in the Sched-ule of Services (beginning on page 3 of this document) and any option years exercised by the Government.

The pricing of each Contract Line Item of the schedule constitute a ceiling amount. The contractor shall not ex-ceed this ceiling, except at the contractor's own risk.

GRAND TOTAL:

BASE YEAR TOTAL

FIRST OPTION YEAR TOTAL

SECOND OPTION YEAR TOTAL

GRAND TOTAL (BASE + OPTION YEARS)

CURRENCY : The prices are stated in _________________________(please insert the cur-rency of the offer).

The offeror shall clearly identify and state the currency for all costs in their price proposal. After award, the Contractor shall invoice in and payment will be made according to the currency identified in the offerror's pro-posal, unless otherwise specified by the Contracting Officer.

Section 1- Solicitation/Contract Form

Clause 2. PERFORMANCE WORK STATEMENT was deleted or updated.

2. PERFORMANCE WORK STATEMENT

The United States Government (USG) seeks to acquire land in Dublin, Ireland via purchase, lease, or gift of real property in the interest of pursuing its foreign policy objectives. The USG requires the following services from a local attorney (“Contractor”). The USG projects the acquisition to be a multi-year effort, and the services lis-ted below may be requested at any time and not necessarily in the order presented. The contractor shall provide all services during the acquisition process, to include post-closing actions. Deliverables will be in the form of contract reviews, expert legal opinions and information, registration of real property documents in accordance with local law, and if necessary presence at negotiations and meetings between representatives of the USG, sellers, and host government. Contract administration and requests for deliverables will be handled through the Contracting Officer (“CO”) and Contracting Officer’s Representative (“COR”). USG points of contact are listed below.

2.1. Legal Context: Within thirty (30) days of Notice to Proceed (“NTP”):

At the commencement of a site search, the USG requires information on the local legal context of real property use, acquisition, and ownership. The USG requests Contractor provide expert guidance on local land acquisi-tion processes, including delivery of:

2.2.1 A detailed written explanation of the legal and administrative process for transferring real property including:1

2.2.1.1 An estimate of how long it typically takes from formal contract signing to title transfer and registration, and

2.2.1.2 A detailed written explanation of actions mandatory under local law as distinguished from actions done as matter of local custom or practice.2

2.2.2 A detailed written explanation of the legal interests in land that can be acquired by the USG under nation-al and local laws.

2.2.3 A detailed written explanation of whether the USG is entitled to any exemption, refund, re-imbursement, or other privilege regarding payment of any taxes, fees, costs, duties, or charges (See

2.2.3.5 if USG is entitled to such).

2.2 Research: Within thirty (30) days of each request:

The following items may be requested as sites are identified for potential acquisition. Before moving forward with specific sites, confirmation of ownership status, existing issues, and other pertinent information that could impact the acquisition process or future construction of a diplomatic facility is required.

2.2.1 Existing official records of property registration, ownership, and status The USG requests Contractor deliver the following in writing: 3

2.2.1.1 Opinion on title based on a title search of properties identified by the USG.

2.2.1.2 Confirmation that any plot plans or surveys attached to the title deeds reflect accurately the description in the title deeds.

2.2.1.3. Explanation of whether the properties are free and clear of any encumbrances or other defects in title, whether or not registered, or identify in full any discovered en-cumbrances or defects in title of any kind.

2.2.1.4 Complete copies of the most recent title commitment, the current record de-scription of the property and any adjoining properties.

2.2.1.5 Complete copies of recorded easements, servitudes, and covenants benefiting or burdening the property.

2.2.1.6 Complete copies of all documents necessary to ascertain, if possible, the juni-or/senior relationship of any liens or claims on title and any other relevant documents.4

2.2.2 Zoning and planning authority approvals

In support of site selection and negotiations, information on existing ‘by right’ zoning is required to determine if it is adequate for the construction of new USG diplomatic facilities. The USG requests Contractor deliver the following:

2.2.2.1 A detailed written explanation of current zoning, including the current cat-egory/designation and a copy of published zoning regulations, as well as any national or local policies or ordinances that affect identified sites, including, but not limited to:

i. restrictions on site,

ii. use,

iii. traffic flow,

iv. density limits,

v. green space requirements,

vi. height restriction,

vii. parking requirements,

viii. fence / wall regulations, etc.

2.2.2.2 If necessary, a detailed written explanation of the process to change or acquire the appropriate zoning status, as provided by the USG, for a specific property for use as a U.S. Embassy or Consulate.

2.2.2.3 Assistance to the USG in providing required notifications to, and obtaining re-quired permits and approvals from, the local government as appropriate.

2.2.3. Real property transaction standards, taxes, and legal context for funds transfer In relation to clarifying transaction costs and payment responsibilities, as well as to confirm settle-ments, the USG requests Contractor deliver the following services:

2.2.3.1 Coordination of the transaction settlement with a Notary Public consistent with local laws and customary real estate practices. The USG requests the services of a Notary Public, fully compensated at the market rate (subject to the USG’s approval) for those services.

2.2.3.2 Identify costs paid by each party in a typical sale of real estate, which costs are usually paid by each party under law, and which are negotiable and paid by local cus-tom or practice. Suggest commonly used terms or cost sharing.

2.2.3.3 Identify and eliminate any potential charges to the USG for Value Added Tax in connection with the transfer and registration of title.

2.2.3.4 Provide a written explanation of whether currency laws or other regulations re-strict the ability of the USG to pay or remit funds within country or overseas in any currency.

2.2.3.5 Assist the USG in applying for any waivers for tax exemptions as well as for registration, transfer, or sales taxes or charges to which it is entitled or eligible for an exemption.5

2.2.4 Contract closing proceedings

To prepare for the conveyance of real estate at a closing conference, the USG requests Contractor deliver the following services:

2.2.4.1 Provide a detailed description and checklist describing the closing conference framework practiced under law and as a matter of local custom, including, but not limited to:

2.2.4.1.1 Responsible parties;

2.2.4.1.2 Meeting actions and coordination, including inspections;

2.2.4.1.3 Official and hard copy documents or materials that

are required at the time of, preceding or subsequent to the clos-ing event (i.e. conveyance documents, handover minutes, etc.);

2.2.4.1.4 Closing costs schedule including projected timing of pay-ments. Provide a detailed explanation of whether any fees are negotiable and provide assistance to USG as necessary;

2.2.4.1.5 Post-closing actions including registration of conveyance docu-ments; recordation, or other customary actions.

2.3 Document Review: Within seven (7) days of each request

The USG requests Contractor review USG-supplied documents (examples include, but are not limited to pur-chase and sales agreements, correspondence, diplomatic notes, etc.) and provide in writing:

2.3.1 Advice and comment on the USG-supplied document(s) acceptability under local laws and practices.

2.3.2 Revisions as needed to make the USG-supplied document(s) comply with local laws and practices.

2.4 Negotiations: Within ten (10) days of each request

Once the USG is ready to enter negotiations on a specific site, the USG will request Contractor deliver:

2.4.1 A drafted purchase contract or other conveyance vehicle that fully protects USG interests and forward the same for review to the USG points of contact listed below.

2.4.2 Provide advice on and support for changing or acquiring zoning status, development rights, land use rights, or additional entitlements, such as waivers.

2.5 Pre-Purchase: Within seven (7) days of each request

Prior to settlement deliver to the USG a Pre-Purchase Certification stating that:

2.5.1 The description of the property in the purchase contract corresponds exactly with the descrip-tion in valid deeds and prior land surveys in the offices where conveyances, survey plats, and other instruments that affect title are officially recorded; and

2.5.2 The field verification of the existing title records reveals:

2.5.2.1 that no discrepancies exist in measurement of boundaries or land areas; or

2.5.2.2 that there are conditions that might adversely affect the interests of the United

States that do not appear in the abstract of title (list of such conditions as they exist);

or

2.5.2.3 through a comparison of the field survey and title search certain exceptions6 to a clear and unencumbered title that do not appear in the present title record, but

i. the Contractor, at its expense, has taken or is taking all steps necessary to clear any noted exceptions; and

ii. the proposed legal instrument of conveyance, as drawn by the local land title expert, will, under local law and custom, serve as a document of correction to the erroneous title record; and

iii. there are no mortgages, liens, charges, incidents of tenure, encroach-ments, reserved strips of land blocking access to public thoroughfares, street widening or public improvement projects proposed or pending, or any other encumbrances or defects of any kind recognized by the laws of the country as affecting the title; and

iv. the Contractor has a perfect, exclusive, and unencumbered title to the property and full power to convey it to the United States of America.

NOTE: If the Contractor does not deem itself capable of verifying existing land surveys in order to deliver the Pre-Purchase Certification, they shall be responsible for whatever additional profession-al assistance is needed them to deliver the certification.

ADDITIONAL NOTE: in the case of a transfer by long-term leasehold, the above requirements would apply mutatis mutandis to such leasehold transfer.

2.6 Closing: Within seven (7) days following settlement

2.6.1 Prepare and register the documents required for the transfer and registration of title in favor of the USG.

2.6.2 Participate in related meetings and/or negotiations, as needed.

2.6.3 Provide prompt written legal advice and/or opinions on specific questions presented by the USG during the purchase, title preparation, registration, closing, and post-closing process.

2.6.4 Translate into English any transaction documents, including contracts, surveys, approvals, and registration materials, that are not originally in English. The USG will require the services of a qualified, certified, and fully-compensated translator.

2.6.5 Provide any and all other services that are not specifically noted above but are needed by the USG to contract for, receive approval of, and settle any proposed transaction

2.7 Post-Purchase: Within seven (7) days of the date of registration of title transfer

Within seven (7) days of the date of registration of title transfer to the USG, deliver to the USG a Post-Purchase certification stating that:

2.7.1 The transfer and title deed(s) are in the form approved and uniformly used in the country;

2.7.2 The deed has been filed, recorded, and registered in accordance with local law and that the United States of America is now the legal owner of record; and

2.7.3 Contractor has taken all steps required to ensure a perfect, unencumbered title is registered on behalf of the USG.

NOTE: the Additional Note concerning transfer by long-term leasehold, in reference to item 5 above, would apply here as well.

2.8 General

Services of technical specialists or other specialized attorneys may be required to complete the USG’s acquisi-tion of real property. The cost of additional professional assistance, if necessary, shall be included in Contractor’s bid.

2.9 Monthly Invoices

Submit monthly invoices on a timely basis to the COR, with copies to the CO and GTM, for services rendered.

2.10 Deliverable Schedule:

Summary of tasks and deliverable deadlines.

Task No. Deliverable Due Date 1 Legal Context 30 days or less following the notice to proceed or as instructed by the

CO/COR

2 Research 30 days or less following the date of each request

3 Document Review 7 days or less following the date of each request

4 Negotiations 10 days or less following the date of each request

5 Pre-Purchase Certification. 7 days or less following the date of each request

6 Closing 7 days or less following settlement 7 Post-Purchase Certification. 7 days or less following final regis-tration of all title documents 8 Additional Services 30 days or less following the date of each request

2.11 Additional Required Services within thirty (30) days of each request, as requested

In addition to the above services, once a site or multiple sites are identified, there may be additional site-specific information the USG requires. These services may be requested as a whole or piecemeal for each identified site. Upon request, Contractor to deliver:

2.11.1 A complete chronology of the property to include the following information each time the property has changed ownership or use:

2.11.1.1 date of ownership transfer or change of use,

2.11.1.2 acquisition price (if applicable),

2.11.1.3 type of use, and

2.11.1.4 tenant information (if applicable).

2.11.2 Names, addresses, and length of ownership for all prior owners for the last ten (10) years.

2.11.3 List of all prior uses of the property for the last thirty (30) years and the name of each busi-ness or operator of the property.

2.11.4 Advise whether there have been any previous uses that would impact the results of an En-vironmental Site Investigation and if environmental mitigation is required.

2.11.5 A list of current adjacent land uses, owners, and tenants or occupants (if different from owners). Identify adjacent property boundaries and label on a site map.

2.11.6 A written opinion on site development challenges, including, but not limited to:7

2.11.6.1 topography,

2.11.6.2 rock,

2.11.6.3 high water table,

2.11.6.4 floodplain,

2.11.6.5 existing fill type,

2.11.6.6 site conditions,

2.11.6.7 availability of utilities,

2.11.6.8 drainage, etc.

2.11.7 A written opinion on historic status, designations, or protections of the site to include land-scape and archeological considerations.

2.11.8 Provide contact information for the authority that has jurisdiction of any referenced preser-vation regulations.

2.11.9 Any existing topographic or elevation maps of the site.

2.11.10 Maps of local and regional flood maps affecting the site and its immediate area.

2.11.11 Any existing maps of local and regional flight paths.

2.11.12 Any existing maps of local and regional seismic zones.

1 This includes any requirements that the USG notify local/regional/municipal governments of the transfer and any additional host approvals or certifications that may be required by the local government, before, during, and after the transfer.

2 The explanation should identify any land interests that are unique to the host country, such as community land, king’s land, etc.

3 As necessary, the Contractor shall retrieve requested title/deed/survey document(s) from the appropriate local authority in order to conduct and provide a written property title report.

4 If a survey document does not exist that clearly defines the property boundaries, the services of a competent technical specialist to carry out a boundary survey to assist with the written title report will be required.

5 Taking rights under international law, including the Vienna Conventions on Consular and Diplomatic Rela-tions, and local law into account.

6 To be listed if these exist

7 Include any existing surveys or reports on any of the above listed development risks concerning the site.

Section 2- Contract Clauses

Clause Title

52.203-3 Gratuities (Apr 1984)

52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Oct 2010)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

(Apr 2014)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018)

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug

2019)

52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Of-ficer may exercise the option by written notice to the Contractor within thirty (30) days [insert the period of time within which the Contracting Officer may exercise the option].

(End of clause)

52.229-12 TAX OF CERTAIN FOREIGN PROCUREMENTS (JUN 2020)

(a) Definitions. As used in this clause— Foreign person means any person other than a United States person.

United States person, as defined in 26 U.S.C. 7701(a)(30), means—

(1) A citizen or resident of the United States;

(2) A domestic partnership;

(3) A domestic corporation;

(4) Any estate (other than a foreign estate, within the meaning of 26 U.S.C. 7701(a)(31)); and

(5) Any trust if—

(i) A court within the United States is able to exercise primary supervision over the administration of the trust;

and

(ii) One or more United States persons have the authority to control all substantial decisions of the trust.

(b) This clause applies only to foreign persons. It implements 26 U.S.C. 5000C and its implementing regula-tions at 26 CFR 1.5000C-1 through 1.5000C-7.

(c)(1) If the Contractor is a foreign person and has only a partial or no exemption to the withholding, the Con-tractor shall include the Department of the Treasury Internal Revenue Service Form W-14, Certificate of For-eign Contracting Party Receiving Federal Procurement Payments, with each voucher or invoice submitted under this contract throughout the period in which this status is applicable. The excise tax withholding is applied at the payment level, not at the contract level. The Contractor should revise each IRS Form W-14 submission to re-flect the exemption (if any) that applies to that particular invoice, such as a different exemption applying. In the absence of a completed IRS Form W-14 accompanying a payment request, the default withholding percentage is 2 percent for the section 5000C withholding for that payment request. Information about IRS Form W-14 and its separate instructions is available via the internet at www.irs.gov/w14.

(2) If the Contractor is a foreign person and has indicated in its offer in the provision 52.229-11, Tax on Certain Foreign Procurements—Notice and Representation, that it is fully exempt from the withholding, and certified the full exemption on the IRS Form W-14, and if that full exemption no longer applies due to a change in cir-cumstances during the performance of the contract that causes the Contractor to become subject to the withhold-ing for the 2 percent excise tax then the Contractor shall—

(i) Notify the Contracting Officer within 30 days of a change in circumstances that causes the Contractor to be subject to the excise tax withholding under 26 U.S.C. 5000C; and

(ii) Comply with paragraph (c)(1) of this clause.

(d) The Government will withhold a full 2 percent of each payment unless the Contractor claims an exemption. If the Contractor enters a ratio in Line 12 of the IRS Form W-14, the result of Line 11 divided by Line 10, the Government will withhold from each payment an amount equal to 2 percent multiplied by the contract ratio. If the Contractor marks box 9 of the IRS Form W-14 (rather than completes Lines 10 through 12), the contractor must identify and enter the specific exempt and nonexempt amounts in Line 15 of the IRS Form W-14; the Government will then withhold 2 percent only from the nonexempt amount. See the IRS Form W-14 and its instructions.

(e) Exemptions from the withholding under this clause are described at 26 CFR 1.5000C-1(d)(5) through (7).

Any exemption claimed and self-certified on the IRS Form W-14 is subject to audit by the IRS. Any disputes regarding the imposition and collection of the 26 U.S.C. 5000C tax are adjudicated by the IRS as the 26 U.S.C.

5000C tax is a tax matter, not a contract issue.

(f) Taxes imposed under 26 U.S.C. 5000C may not be—

(1) Included in the contract price; nor

(2) Reimbursed.

(g) A taxpayer may, for a fee, seek advice from the Internal Revenue Service (IRS) as to the proper tax treat-ment of a transaction. This is called a private letter ruling. Also, the IRS may publish a revenue ruling, which is an official interpretation by the IRS of the Internal Revenue Code, related statutes, tax treaties, and regulations.

A revenue ruling is the conclusion of the IRS on how the law is applied to a specific set of facts. For questions relating to the interpretation of the IRS regulations go to https://www.irs.gov/help/tax-law-questions.

(End of clause)

Section 3- Solicitation Provisions

Clause Title

52.204-16 Commercial and Government Entity Code Reporting (Jul 2016)

52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016)

Clause 52.212-1 Addendum Instructions to Offerors was deleted or updated.

52.212-1 Addendum Instructions to Offerors

A. SUMMARY OF INSTRUCTIONS. Each offer must consist of the following:

SUBMISSION OF OFFERS:

a) Each offer must consist of the following physically separate volumes:

Volume 1: Price Proposal

One (1) Electronic version sent via email

Volume 2: Technical Proposal

One (1) Electronic version sent via email

The information shall be in a format readable by Microsoft (MS) Word 2016, MS Excel 2016 or Adobe PDF as applicable.

b) The complete offer shall be submitted via email to the email addresses provided below. The email shall be marked “PROPOSAL 19GE5020R0058” and must arrive on or before July 14, 2020, 15.00 hrs. C.E.S.T.

machendd@state.gov andrewsgs@state.gov

NOTE: No proposals will be accepted after the time specified above.

All proposals must be sent by email. Delivery via a cloud file storage service (eg. GoogleDrive, etc.) is not al-lowed. The file size limit for individual emails is 50 Mb. In the event that the proposal is sent in multiple emails, the email shall be labeled accordingly (eg. file 1 of 2).

Any questions concerning any aspect of the Request for Proposal and the statement of work pertaining to this project may be directed to:

Mr. David Machen Email: machendd@state.gov

SUBMISSION OF QUESTIONS

Any questions pertaining to this solicitaion must be submitted via email to machendd@state.gov no later than 17:00 CET on Wednesday, July 01, 2020.

OFFER DUE DATE

Offers shall be submitted via email as soon as possible but not later than 1500 hrs Central European Summer Time (CEST) on Tuesday, July 21, 2020. Late offers will not be considered.

PRE-PROPOSAL CONFERENCE

(a) A Pre-Proposal Conference will be held virtually on Thursday, June 25 at 15:00 CEST. All offerors that are interested in participating shall send and email by 16:00 CEST Wednesday June 24 to machendd@state.gov stating the intention to particpate. The web link and instructions on how to participate will be then be sent to the offeror.

Detailed instructions:

Proposals that are missing a significant amount of the required information may be eliminated from considera-tion at the Government’s discretion.

Volume 1: Price Proposal The Price Proposal shall be set forth current, accurate, and complete information as required by this solicitation.

The Price Proposal shall be prepared as follows:

1. A completed solicitation, which includes the SF-1449 cover page blocks 12, 17, 19-24, and 30 as appro-priate, plus any SF30's (Amendments), if any, filled-in; Failure to submit a complete proposal by the closing time and date designated in block 8 of the SF1449 may result in the proposal being deemed “late” and not considered for award. The offeror shall acknowledge all amendments by signing and returning the SF-30. Acknowledgement can only be executed by an authorized company official responsible for the of-fer.

2. Section 1, Pricing,

1. The offeror must insert proposed pricing into the Schedule of Services (pages 3-5),

2. Complete the Pricing Summary (page 6)

3. State the currency of the offer (page 6),

4. The offeror must include a breakdown of all pricing information used in the total cost build-up of each line item identified in the Price Schedule. An Excel spreadsheet shall be included in the offeror’s price proposal, in order to demonstrate where the offeror derived their total costs.

3. Section 5, Representation and Certifications: The offeror is required to complete all Representations, Certifications, and other Statements of Offerors or Respondents and other certifications required in Section 5.

4. SAM Registration: The offeror is required to be registered in the System for Award Management (SAM) database, in accordance with FAR 52.204-13.

5. DUNS Registration: The offeror is required to have a registered Data Universal Numbering System (DUNS), in accordance with FAR 52.204-6.

6. IRS Form W-14: As required by 52.229-11, include a completed IRS Form W-14.

Volume 2: Technical Proposal

PART I – TECHNICAL CAPABILITY PROPOSAL

1. Management Plan - Provide a Management Plan that describes how your company will obtain and manage personnel and resources to successfully perform the work detailed in the PWS. Your plan shall include as a minimum, but is not limited to:

a) The Government considers the firm's partners and any other attorneys that will be assigned to this project to be key personnel under any contract resulting from this solicitation. The offeror shall provide a detailed re-sume/CV and the experience of these individuals.

b) Provide a chronological listing of the past experience of the law firm as it relates to services pertaining to real estate law.

c) As stipulated in the provision at 5.1 REPRESENTATION OF CONFLICTS OF INTEREST, the offeor shall describe any identified conflicts of interest, and described the measures the offer would implement to mit-igate or neutralize the conflict of interest.

d) Evidence that the offeror operates an established business with a permanent address and telephone listing.

If the offeror does not have authorization to do business in Ireland, demonstrate how the offeror will obtain such austhorization prior to the performance start date;

2) Past Performance Information - Only references for recent and relevant contracts and/or projects are de-sired for past performance evaluation.

a). Quality and Satisfaction Rating for Contracts Completed in the Past Three Years: Offerors must sub-mit recent and relevant contact information for a maximum of five (5) customers for whom have been provided.

1. To be considered recent, services must have been provided any time within the last three (3) years of issuance date of the solicitation.

2. To be considered relevant, services must be, or have been, similar scope, magnitude, and com-plexity as all of the services described in the PWS, performed at levels within 25% of the total es-timated annual quantities stated in the Schedule of Services. The Government will consider past performance on multiple contracts/projects in addition to on an individual contract basis, but work must have been performed concurrently for no less than a 365 day period.

b). The Offeror will be responsible for contacting the past performance points of contact referenced by offerors in their proposal. The references will be requested to complete the Past and Present Performance Questionnaire (included as an attachment to the RFP) which must be returned directly from the past performance point of contact to the Contracting Officer for purpose of evaluation. Mul-tiple customer contacts can be provided by offerors for the same customer.

c). For each past performance points of contact provided, offerors must provide the following information to the contracting officer:

Company/Division name/Contracting Agency/Customer Name Description of service provided (to include square footages and locations Contract number (if applicable) Contract value Period of performance Verified, up-to-date name, address, email d). If a teaming arrangement is contemplated, provide complete information as to the arrangement, including any relevant and recent past performance information on previous teaming arrangements with the same partner.

If this is an initial teaming agreement, each party to the arrangement may provide a list of relevant and recent contracts performed independently from the teaming agreement. No more than five (5) total references shall be submitted.

e). Subcontractor Consent: Past performance information pertaining to a subcontractor cannot be disclosed to the prime offeror without the subcontractor’s consent. Provide with the proposal a letter from all subcontractors that will perform major or critical aspects of the requirement, consenting to the release of their past performance information to the prime contractor.

Note: In the case of an offeror, subcontractor, or teaming partner without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past perform-ance (see FAR 15.305 (a)(2)(iv)). Therefore, the offeror shall be determined to have unknown past perform-ance. In the context of acceptability/unacceptability, “unknown” shall be considered “acceptable.”

Section 4- Evaluation Factors

Clause 52.212-2 EVALUATION - COMMERCIAL ITEMS was deleted or updated.

52.212-2 EVALUATION - COMMERCIAL ITEMS

(a) The Government will award a contract resulting from this solicitation to responsible offerors (as determined within the meaning of FAR Part 9, paragraph 9.104), whose offer, conforming to the solicitation, will be the most advantageous to the Government. The evaluation shall include the following:

• Compliance Review.

• Technical Capability Evaluation

• Past Performance Review

• Price Evaluation

1. BASIS FOR CONTRACT AWARD: The Government’s evaluation of offeror’s proposals will be conducted utilizing the evaluation factors of: 1. Technical Capability, 2. Price. Evaluation of these factors will utilize a tradeoff process in accordance with FAR Part 15; whereby the Government seeks to award on the offeror whose proposal is the most advantageous to the Government. Technical Capability and Past Performance, when com-bined, are equal to price. Only one award will be made as a result of this solicitation.

The Government reserves the right to award a contract without discussions. Upon completion of the Govern-ment’s initial evaluation of proposals, exchanges with offerors may occur, for purpose of clarifications and communications in accordance with FAR Part 15. The Government reserves the right to conduct discussions with offerors for the purpose of negotiations at any point during the evaluation if deemed in the best interest of the Government. Once discussions, if conducted, have been concluded, the Contracting Officer will request Fi-nal Proposal Revisions from each of the offerors remaining within the competitive range.

A. Compliance Review. The Government will perform an initial review of proposals received to determ-ine compliance with the terms of the solicitation. The Government may reject as unacceptable proposals which do not conform to the solicitation.

• Pricing Schedule

• Representations and Certifications

• SAM Registration

B. Technical Capability: Management Plan

C. Past Performance Review

D. Price Evaluation

Evaluation of these factors will utilize a tradeoff process, whereby the Government seeks to award on the offer-or whose proposal is the most advantageous to the Government. Technical Capability and Past Performance, when combined, are equal to price..

2. EVALUATION FACTORS FOR AWARD:

a. Technical Capability. The government will evaluate technical proposals and the below listed sub-factors on an acceptable or unacceptable basis. Technical Capability shall be evaluated against the following sub-factors where all sub-factors are considered equal:

2. Subfactor 1: Management Plan

Measure of Merit: This requirement is met when the offeror has thoroughly and successfully demonstrated the ability to meet all management activities identified in 52.212-1 Addendum, Management Plan paragraphs a through d.

The successful Offeror shall have:

• Identified prospective attorneys that have a successful record of completing legal services similar to the ser-vices decribed in the Performance Work Statement,

• Demonstrated the firm's knowledge and experience in the performing real estate transactions,

• Analzyed and identified any conflicts of interest,

b. Past Performance.

Past performance information that is independently obtained, by the U.S. Government, from other government and commercial sources shall also be used during past performance evaluation. Based upon feedback from re-spondents to the questionnaires and information gained from other government and commercial sources, past performance evaluation will assess the recency and relevancy of collected information in accordance with 52.212-1. If found recent and relevant, the Government will evaluate whether the offeror successfully demon-strated an ability to perform. The evaluation of past performance information will take into account past per-formance information regarding predecessor companies, key personnel who have relevant experience, or sub-contractors that will perform major or critical aspects of the requirement when such information is relevant to the acquisition. The overall rating of the offerors will reflect appropriately, if the Government finds docu-mented issues of complaints due to poor work performance, unacceptable and/or unprofessional conduct during previous contract. In addition, the Contracting Officer may use past performance information in making a de-termination of responsibility.

Note that the past performance evaluation performed in support of this requirement does not establish, create, or change the existing record and history of the offeror’s past performance on past contracts; rather, the past per-formance evaluation process gathers information from customers on how well the offeror performed those past contracts.

Measure of Merit: This requirement is met when the offeror’s proposal includes a maximum of five (5) cus-tomer references for whom services have been or are being performed that meet the regency and relevancy re-quirements and demonstrate the offeror’s capability to successfully perform the requirements of the PWS.

The evaluation of past performance information will result in an overall assessment of acceptable or unaccept-able as follows:

Past Performance Evaluation Ratings Rating Description Acceptable Based on the offeror’s performance record, the Govern-ment has a reasonable expectation that the offeror will successfully perform the required effort, or the offer-or’s performance record is unknown. (See note below.)

Unacceptable Based on the offeror’s performance record, the Govern-ment has no reasonable expectation that the offeror will be able to successfully perform the required effort

Note: In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably as-signed, the offeror may not be evaluated favorably or unfavorably on past performance. Therefore, the offeror shall be determined to have unknown past performance. In the context of acceptable/unacceptable, “unknown” shall be considered acceptable.

As a result of the government’s evaluation of the aforementioned technical sub-factors of Strategic Plan, Man-agement Plan, and Past Performance and all associated elements accordingly, a rating of the Technical Capabil-ity of the offer will be determined using the following ratings: Highly Qualified, Qualified, Marginally Quali-fied, and Unqualified.

c. Price Evaluation. The offeror's price will be determined by multiplying the offered prices times the estim-ated quantities, and arriving at a grand total, including all options. The Government reserves the right to reject proposals that are unreasonably low or high in price.

d. Responsibility Determination. The Government will determine contractor responsibility by analyzing whether the apparent successful offeror complies with the requirements of FAR 9.1, including:

• adequate financial resources or the ability to obtain them;

• ability to comply with the required performance period, taking into consideration all existing commer-cial and governmental business commitments;

• satisfactory record of integrity and business ethics;

• necessary organization, experience, and skills or the ability to obtain them;

• necessary equipment and facilities or the ability to obtain them; and

• otherwise qualified and eligible to receive an award under applicable laws and regulations.

Award Selection:

Each proposal shall be evaluated according to the evaluation factors stated above. The award selection will go to the responsible offeror whose proposal is the most advantageous to the Government. Unsuccessful offerors will be notified in accordance with part FAR 15.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the op-tion prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) 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 of-fer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received be-fore award.

(End of Provision)

52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

If the Government receives offers in more than one currency, the Government will evaluate offers by converting the foreign currency to United States currency using https://www.federalreserve.gov/releases/h10/current/ [Contracting Officer to insert source of rate] in effect as follows:

(a) For acquisitions conducted using sealed bidding procedures, on the date of bid opening.

(b) For acquisitions conducted using negotiation procedures--

(1) On the date specified for receipt of offers, if award is based on initial offers; otherwise

(2) On the date specified for receipt of proposal revisions.

(End of provision)

Section 5- Representations and Certifications

52.212-3 Offeror Representations and Certifications-Commercial Items (Mar 2020)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual repres-entations and certification electronically in the System for Award Management (SAM) accessed through ht-tps://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v)) of this provision.

(a) Definitions. As used in this provision--

"Covered telecommunications equipment or services" has the meaning provided in the clause 52.204-25, Pro-hibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

"Economically disadvantaged women-owned small business (EDWOSB) concern" means a small business con-cern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

"Highest-level owner" means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

"Immediate owner" means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employ-ees.

"Inverted domestic corporation", means a foreign incorporated entity that meets the definition of an inverted do-mestic…