19GE5021R0004.pdf

19GE5021R0004

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5021R0004

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

DATE

11/17/2020

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

12/17/2020 15:00:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

60435, FRANKFURT, 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

(15 CFR 700)

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

60435, FRANKFURT, GERMANY

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/

OFFEROR

FRANKCODE18a. PAYMENT WILL BE MADE BY

AMERICAN CONSULATE GENERAL TORONTO

360 UNIVERSITY AVENUE

ATTN: FMC

TORONTO ON, CANADA 5G 1S4

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ____ 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 11/17/2020

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

CGFS : : CGFS

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 02/2012) BACK

Line Item Summary

Solicitation Number:

19GE5021R0004

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

11/16/2020

Line Item No.

Description Quantity Unit Unit Price Total Cost

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.

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:

200.00 HR

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);

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

OFFERORS SHALL SET THE PRICE OF THIS ITEM AT

$2,500.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

003 CLIN 0003: CONSULTING SERVICES

BASE YEAR

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. ALL OFFERORS SHALL SET THE PRICE

OF THIS ITEM AT $10,000.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

004 CLIN 0004: VALUE ADDED TAX (VAT)

BASE YEAR

13% VAT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

1001 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.

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:

200.00 HR

Line Item Summary

Solicitation Number:

19GE5021R0004

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

11/16/2020

Line Item No.

Description Quantity Unit Unit Price Total Cost

Delivery Date FOB:

1002 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);

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

OFFERORS SHALL SET THE PRICE OF THIS ITEM AT

$2,500.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

1003 CLIN 1003: CONSULTING SERVICES

FIRST OPTION YEAR

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. ALL OFFERORS SHALL SET THE PRICE

OF THIS ITEM AT $10,000.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

1004 CLIN 1004: VALUE ADDED TAX (VAT)

FIRST OPTION YEAR

13% VAT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

2001 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.

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:

200.00 HR

2002 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);

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

OFFERORS SHALL SET THE PRICE OF THIS ITEM AT

$2,500.

Type of Contract Pricing:

1.00 LT

Line Item Summary

Solicitation Number:

19GE5021R0004

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

11/16/2020

Line Item No.

Description Quantity Unit Unit Price Total Cost

Doc Ref No:

Delivery Date FOB:

2003 CLIN 2003: CONSULTING SERVICES

SECOND OPTION YEAR

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. ALL OFFERORS SHALL SET THE PRICE

OF THIS ITEM AT $10,000.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

2004 CLIN 2004: VALUE ADDED TAX (VAT)

SECOND OPTION YEAR

13% VAT

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 LT

Section A - Solicitation/Contract Form

52.252-2 - Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/ these address(es):

https://acquisition.gov [Insert one or more Internet addresses]

(End of clause) Clause Title Fill-ins

52.203-12 Limitation On Payments to Influence Certain Federal Transactions (Jun 2020)

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

52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020)

52.204-16 Commercial and Government Entity Code Reporting (Aug 2020)

52.217-5 Evaluation of Options (July 1990)

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 U.S. Government (hereafter refered to as the Government or USG) 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 Cost Reimbursable Line Items

The following cost reimbursable line items shall be initially set to the corresponeding amounts listed. These amounts can be later adjusted through mutual consent of both parties based on the actual contract performance requirements. The contractor shall not exceed the each line items ceiling amount, but at its own risk.

CLIN 0002 OTHER DIRECT COSTS, BASE YEAR CAD 2,500

CLIN 0003 CONSULTING SERVICE, BASE YEAR CAD 10,000

CLIN 1002 OTHER DIRECT COSTS, FIRST OPTION YEAR CAD 2,500

CLIN 1003 CONSULTING SERVICE, FIRST OPTION YEAR CAD 10,000

CLIN 2002 OTHER DIRECT COSTS, SECOND OPTION YEAR CAD 2,500

CLIN 2003 CONSULTING SERVICE, SECOND OPTION YEAR CAD 10,000

1.3.2 Total Contract Price

The Contractor shall provide the services for the base period of the contract at the pricing shown in the Schedule 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 exceed 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 currency 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 proposal, unless otherwise specified by the Contracting Officer.

1.4 - VALUE ADDED TAX

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 Services, CLIN 0004, 1004, and 2004. To receive reimbursement for VAT, it will also be necessary for:

- The contractor to be in possession of a Canadian 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 contract.

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 Contractor shall be paid to the Government to the extent the Government reimbursed the contractor for the VAT payment.

2. - PERFORMANCE WORK STATEMENT

The United States Government (USG) seeks to acquire land in Toronto, Canada 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 listed 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 acquisition 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 national and local laws.

2.2.3 A detailed written explanation of whether the USG is entitled to any exemption, refund, reimbursement, 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 encumbrances or defects in title of any kind.

2.2.1.4 Complete copies of the most recent title commitment, the current record description 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 junior/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 category/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. Consulate General.

2.2.2.3 Assistance to the USG in providing required notifications to, and obtaining required 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 settlements, 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 custom 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 restrict 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 closing event (i.e. conveyance documents, handover minutes, etc.);

2.2.4.1.4 Closing costs schedule including projected timing of payments. 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 documents; 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 purchase 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 description 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 Seller, 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, encroachments, 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 Seller 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 professional 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 acquisition 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 registration 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 business or operator of the property.

2.11.4 Advise whether there have been any previous uses that would impact the results of an Environmental 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 archeological considerations. Provide contact information for the authority that has jurisdiction of any referenced preservation 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 Relations, 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.

652.237-72 - OBSERVANCE OF LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE (FEB 2015)

(a) The U.S. Consulate Toronto observes the following days as holidays (2021):

January 01 Friday New Year's Day January 18 Monday Birthday of Martin Luther King, Jr.

February 15 Monday President's Day April 02 Friday Good Friday April 05 Monday Easter Monday May 24 Monday Victoria Day May 31 Monday Memorial Day July 01 Thursday Canada Day July 05 Monday Independence Day August 02 Monday Civic Holiday September 6 Monday Labor Day October 11 Monday Columbus Day November 11 Thursday Veterans Day November 25 Thursday Thanksgiving Day December 24 Friday Christmas (observed) December 31 Friday New Year's Day (observed)

Any other day designated by Federal law, Executive Order, or Presidential Proclamation.

(b) When New Year’s Day, Independence Day, Veterans Day or Christmas Day falls on a Sunday, the following Monday is observed;

if it falls on Saturday the preceding Friday is observed. Observance of such days by Government personnel shall not be cause for additional period of performance or entitlement to compensation except as set forth in the contract. If the contractor’s personnel work on a holiday, no form of holiday or other premium compensation will be reimbursed either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in this contract.

(c) When the Department of State grants administrative leave to its Government employees, assigned contractor personnel in Government facilities shall also be dismissed. However, the contractor agrees to continue to provide sufficient personnel to perform round-the-clock requirements of critical tasks already in operation or scheduled, and shall be guided by the instructions issued by the contracting officer or his/her duly authorized representative.

(d) For fixed-price contracts, if services are not required or provided because the building is closed due to inclement weather, unanticipated holidays declared by the President, failure of Congress to appropriate funds, or similar reasons, deductions will be computed as follows:

(1) The deduction rate in dollars per day will be equal to the per month contract price divided by 21 days per month.

(2) The deduction rate in dollars per day will be multiplied by the number of days services are not required or provided.

If services are provided for portions of days, appropriate adjustment will be made by the contracting officer to ensure that the contractor is compensated for services provided.

(e) If administrative leave is granted to contractor personnel as a result of conditions stipulated in any “Excusable Delays” clause of this contract, it will be without loss to the contractor. The cost of salaries and wages to the contractor for the period of any such excused absence shall be a reimbursable item of direct cost hereunder for employees whose regular time is normally charged, and a reimbursable item of indirect cost for employees whose time is normally charged indirectly in accordance with the contractors accounting policy.

(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 regulations 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 Contractor shall include the Department of the Treasury Internal Revenue Service Form W-14, Certificate of Foreign 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 reflect 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 circumstances during the performance of the contract that causes the Contractor to become subject to the withholding 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 treatment 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)

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

(a) The Contracting Officer may designate in writing one or more Government employees, by name and position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer's Representative (COR).

Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR is to be named after contract award.

(End of clause)

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 Government 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, including 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, sharing, 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 information 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 information 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 networks.

(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 Federal 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 contract (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 duties.

(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 correct 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.

Unless 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 replacement or correction, and, when required, shall disclose the corrective action taken. not specified [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement 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 increased 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 managerial 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 agreement 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 reasonable 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…