19GE5020R0058.pdf

SOLICITATION

DOCUMENT

Project Description:

Legal Services at

US Embassy Dublin, Ireland

Solicitation No. 19GE50-20-R-0058

Regional Procurement Support Office

Giessener Strasse 30

60435 Frankfurt am Main, Germany

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5020R0058

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

06/17/2020

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

David D. Machen

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL machendd@state.gov

8. OFFER DUE DATE / LOCAL

TIME

07/14/2020 15:00:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 541110

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

X

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

MULTICODE15. DELIVER TO

SEE

SEE TEXT

line items Multi, XX 00000

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

FACILITY CODECODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR DUBLICODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY DUBLIN

42 ELGIN ROAD, BALLSBRIDGE

ATTN: GSO

DUBLIN

IRELAND

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

(Use Reverse and/or Attach Additional Sheets as Necessary)

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Line Items Section

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCES FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN __1__ COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Eric N. Moore 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

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) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 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) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 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) 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016) 52.212-4 Alt I Contract Terms and Conditions-Commercial Items (Oct 2018) - Alternate I (Jan 2017)14 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Mar 2020) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.252-2 Clauses Incorporated by Reference (Feb 1998) 652.225-71 SECTION 8(a) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED

(AUG 1999)

652.232-70 Payment Schedule and Invoice Submission (Fixed-Price)(Aug 1999)

652.237-72 OBSERVANCE OF LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE (FEB

2015)

652.242-70 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (AUG 1999)

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

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) 52.204-22 Alternative Line Item Proposal (Jan 2017) 52.204-7 System for Award Management (Oct 2018) 52.212-1 Instructions to Offerors-Commercial Items (Mar 2020) 52.212-1 Addendum Instructions to Offerors

652.206-70 ADVOCATE FOR COMPETITION/OMBUDSMAN (FEB 2015)

4 Evaluation Factors 52.217-5 Evaluation of Options (July 1990)

52.212-2 EVALUATION - COMMERCIAL ITEMS

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

5 Representations and Certifications 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Dec 2019) 52.204-26 Covered Telecommunications Equipment or Services-Representation (Dec 2019) 52.212-3 Offeror Representations and Certifications-Commercial Items (Mar 2020)

652.225-70 ARAB LEAGUE BOYCOTT OF ISRAEL (AUG 1999)

5.1 REPRESENTATION OF CONFLICTS OF INTEREST

001 CLIN 0001: LEGAL SERVICES

BASE YEAR

Legal services pursuant to the acquisition of real property for use by the United States Government, in accordance with the terms in the Statement of Work.

812.00 HR

This is a fixed hourly rate that shall include any and all wages, overhead, general, and administrative expenses, and profit.

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:

002 CLIN 0002: OTHER DIRECT COSTS

BASE YEAR

Other direct costs required to support Legal Services required under CLIN 0001, and as allowable in accordance with clause 52.212-4 Alt I (i)(ii)(D)(1);

1.00 LT

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:

003 CLIN 0003: CONSULTING SERVICES

BASE YEAR

1.00 LT

Professional and consulting services required to obtain expert opinons 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 "TASK 2" 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:

004 CLIN 0004: VALUE ADDED TAX (VAT)

BASE YEAR

23% VAT

1.00 LT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

005 CLIN 1001: LEGAL SERVICES

FIRST OPTION YEAR

Legal services pursuant to the acquisition of real property for use by the United States Government, in accordance with the terms in the Statement of Work.

812.00 HR

This is a fixed hourly rate that shall include any and all wages, overhead, general, and administrative expenses, and profit.

The price of this line item is a ceiling price that the

19GE5020R0058

Line Item Summary

Solicitation Number:

19GE5020R0058

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

06/17/2020

Line Item No. Description Quantity Unit Unit Price Total Cost contractor shall not exceed, but at its own risk.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

006 CLIN 1002: OTHER DIRECT COSTS

FIRST OPTION YEAR

Other direct costs required to support Legal Services required under CLIN 1001, and as allowable in accordance with clause 52.212-4 Alt I (i)(ii)(D)(1);

1.00 LT

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 LT

Professional and consulting services required to obtain expert opinons 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 "TASK 2" 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:

008 CLIN 1004: VALUE ADDED TAX (VAT)

FIRST OPTION YEAR

23% VAT

1.00 LT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

009 CLIN 2001: LEGAL SERVICES

SECOND OPTION YEAR

Legal services pursuant to the acquisition of real property for use by the United States Government, in accordance with the terms in the Statement of Work.

812.00 HR

This is a fixed hourly rate that shall include any and all wages, overhead, general, and administrative expenses, and profit.

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:

010 CLIN 2002: OTHER DIRECT COSTS

SECOND OPTION YEAR

Other direct costs required to support Legal Services required under CLIN 2001, and as allowable in accordance with clause 52.212-4 Alt I (i)(ii)(D)(1);

1.00 LT

19GE5020R0058

Line Item Summary

Solicitation Number:

19GE5020R0058

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

06/17/2020

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 LT

Professional and consulting services required to obtain expert opinons 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 "TASK 2" 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:

012 CLIN 2004: VALUE ADDED TAX (VAT)

SECOND OPTION YEAR

23% VAT

1.00 LT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1. SERVICES AND PRICES

1.1 SERVICES

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

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

19GE5020R0058

Line Item Summary

Solicitation Number:

19GE5020R0058

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

06/17/2020

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.

1.4 VALUE ADDED TAX (VAT)

If applicable, the contractor shall be responsible paying to the appropriate authority, the applicable rate of Value Added Tax. Offerors shall identify Value Added Tax (VAT) as a separate line item in the Schedule of Ser-vices, CLIN 0004, 1004, and 2004. To receive reimbursement for VAT, it will also be necessary for:

• The contractor to be in possession of a Irish VAT registration number, and for this registration number to be included in all payment requests;

• The VAT shall also be reflected as a separate cost item on all invoices submitted under the resulting con-tract.

The Contractor will be reimbursed for VAT only to the extent contractor provides documentary proof that VAT has been paid to the host government against a valid VAT registration number. Any refund of VAT to the Con-tractor shall be paid to the Government to the extent the Government reimbursed the contractor for the VAT payment.

Section 1- Solicitation/Contract Form

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 2c.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 docu-ments.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 landscape and ar-cheological considerations.

2.11.8 Provide contact information for the authority that has jurisdiction of any referenced preservation regula-tions.

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.

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)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

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)

52.204-13 System for Award Management Maintenance (Oct 2018)

52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014)

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)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016)

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

"Covered contractor information system" means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

"Federal contract information" means information, not intended for public release, that is provided by or generated for the Govern-ment under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

"Information" means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, in-cluding textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction

(CNSSI) 4009).

"Information system" means a discrete set of information resources organized for the collection, processing, maintenance, use, shar-ing, dissemination, or disposition of information (44 U.S.C. 3502).

"Safeguarding" means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other in-formation systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational informa-tion systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal net-works.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Fed-eral agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this con-tract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

52.212-4 Alt I Contract Terms and Conditions-Commercial Items (Oct 2018) - Alternate I (Jan 2017)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance.

The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these du-ties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or cor-rect services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph

(a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Un-less otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for re-placement or correction, and, when required, shall disclose the corrective action taken. not specified [Insert portion of labor rate at-tributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replace-ment or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such in-creased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's ma-nagerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agree-ment on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause--

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are--

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means--

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

none [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reason-able control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this con-tract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer--System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, includ-ing costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Con-tracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation spe-cified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actu-al cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor--

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall--

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials;

and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: travel, copying of documents, translation of documents, notarial fees, long-distance telephone charges, and professional/consulting services.[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'."]

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: -$0- [Insert a fixed amount for the indir-ect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and pay-ment schedule or, if no reimbursement for indirect costs, insert 'None')."]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate pay-ments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Of-ficer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and document-ation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documenta-tion.