19GE5021R0012 0001.pdf

19GE5021R0012

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE RATING

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

07/02/2021

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

FRANKCODE

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

David D. Machen

NAME

TEL.

machendd@state.gov

EMAIL

6. ISSUED BY OPEAQMCODE

RPSO Frankfurt OPE/AQM/IP/RPSO Frankfurt Office of Acquisition (AQM) Frankfurt

7. ADMINISTERED BY (If other than Item 6)

9A. AMENDMENT OF SOLICITATION NO.

19GE5021R0012

CONTACT: DUNS:

CODE FACILITY CODE

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

X 9B. DATED (SEE ITEM 11)

05/28/2021

10A. MODIFICATION OF CONTRACT/ORDER NO.

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

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

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

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

D. OTHER (Specify type of modification and authority)

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

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

The purpose of this amendment is to:

A. Add the phrase, "As allowed by German Law" to the Consulting Service CLINs and to Para 2.12;

B. Increase the estimated hours for CLINs 0001, 1001, 2001, 3001, and 4001 to 300 hours, C. Increase the estimate amount for CLINs 0002, 1002, 2002, 3002, and 4002 to 5,000 Euro, D. Increase the contract minimum in Para 1.6 to 50,000 Euro, E. Correct the Instructions of Offerors to specify that offers must have authorization to do business in "Germany";

F. Provide Questions and Answers;

The Proposal Due Date is extended by one week to Tuesday, July 13th at 15:00 CEST.

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

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

Eric N. Moore

(Signature of person authorized to sign)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED

By (Signature of Contracting Officer)

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

07/02/2021

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA FAR (48 CFR) 53.243

CGFS : : CGFS

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, 2003, 3003 and 4003) shall not bet authorized.

1.2. TYPE OF CONTRACT

This is a labor-hour, indefinate-delivery, indefinite-quantity (IDIQ) type contract payable entirely in the currency indicated by the Contractor in Sub-Section 1.4.

1.3 PERIOD OF PERFORMANCE

The performance period of this contract is from the date of contract award and continues for 12 months, with four (4) one-year options to renew.

1.4 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.

1.4.1 Cost Reimbursable Line Items

The contract line items for OTHER DIRECT COSTS (0002, 1002, 2002, 3002, and 4002) and CONSULTING SERVICES (0003, 1003, 2003, 3003, and 4003) are cost reimbursable line items. Offerors shall include the amount listed for these line items in the tables found in paragraph 1.4.2.1 thru 1.4.2.5 in their price proposal. These amounts can be later adjusted through mutual consent of both parties based on the actual contract performance requirements. The contractor shall not exceed each line items ceiling amount, but at its own risk.

1.4.2 Total Contract Price

The Contractor shall provide the services for the base period of the contract at the pricing shown in the price table at 1.4.1 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.

- CLIN 0002 Other Direct Costs

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.

Lot 5,000 Euro 1 5,000 Euro

- CLIN 0003 Consulting Services

As allowed by German Law.

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.

Lot 10,000 Euro 1 10,000 Euro

- CLIN 0004 Value Added Tax

(19%VAT)

Lot 1

TOTAL

BASE YEAR PERIOD

Line Item: unit Unit Price maximum estimated quantity

Total

- CLIN 0001 Legal Services

Legal services pursuant to the acquisition of real property for use by the U.S.

Government, in accordance with the terms in the Performance Work Statement.

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.

Hr 300

1.4.2.1 Base Year Period

Line Item: unit Unit Price maximum estimated quantity

Total

- CLIN 1001 Legal Services

Legal services pursuant to the acquisition of real property for use by the U.S.

Government, in accordance with the terms in the Performance Work Statement.

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.

Hr 300

- CLIN 1002 Other Direct Costs

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.

Lot 5,000 Euro 1 5,000 Euro

- CLIN 1003 Consulting Services

As allowed by German Law.

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.

Lot 10,000 Euro 1 10,000 Euro

- CLIN 1004 Value Added Tax

(19%VAT)

Lot 1

TOTAL

FIRST OPTION YEAR PERIOD

1.4.2.2 First Option Year Period

1.4.2.3 Second Option Year Period

Line Item: unit Unit Price maximum estimated quantity

Total

- CLIN 2001 Legal Services

Legal services pursuant to the acquisition of real property for use by the U.S.

Government, in accordance with the terms in the Performance Work Statement.

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.

Hr 300

- CLIN 2002 Other Direct Costs

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.

Lot 5,000 Euro 1 5,000 Euro

- CLIN 2003 Consulting Services

As allowed by German law.

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.

Lot 10,000 Euro 1 10,000 Euro

- CLIN 2004 Value Added Tax

(19%VAT)

Lot 1

TOTAL

SECOND OPTION YEAR PERIOD

1.4.2.4 Third Option Year Period

Line Item: unit Unit Price maximum estimated quantity

Total

- CLIN 3001 Legal Services

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

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.

Hr 300

- CLIN 3002 Other Direct Costs

Other direct costs required to support Legal Services required under CLIN 3001, 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.

Lot 5,000 Euro 1 5,000 Euro

- CLIN 3003 Consulting Services

As allowed by German law.

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.

10,000 Euro 1 10,000 Euro

- CLIN 3004 Value Added Tax

(19%VAT)

Lot 1

TOTAL

THIRD OPTION YEAR

PERIOD

1.4.2.5 Fourth Option Year Period

Line Item: unit Unit Price maximum estimated quantity

Total

- CLIN 4001 Legal Services

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

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.

Hr 300

- CLIN 4002 Other Direct Costs Other direct costs required to support Legal Services required under CLIN 4001, 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.

Lot 5,000 Euro 1 5,000 Euro

- CLIN 4003 Consulting Services

As allowed by German law.

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.

Lot 10,000 Euro 1 10,000 Euro

- CLIN 4004 Value Added Tax

(19%VAT)

Lot 1

TOTAL FOURTH YEAR PERIOD

SECOND OPTION YEAR TOTAL

THIRD OPTION YEAR TOTAL

FOURTH 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.

1.5 - 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, 2004, 3004, and 4004.

To receive reimbursement for VAT, it will also be necessary for:

- The contractor to be in possession of a German 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.

1.6 - CONTRACT MINIMUM AND CEILING

During the entire period of the contract, the Government shall order, as a minimum, services in an amount of at least 50,000.00 Euro. The Government makes no guarantee as to the number of orders or actual amount of services that will be requested above this guaranteed minimum.

The maximum dollar value all task orders is (to be determined at time of award) Euro.

2. - PERFORMANCE WORK STATEMENT

The United States Government (USG) seeks to acquire land in Munich, Germany and in Frankfurt am Main, Germany 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. The USG may also request the services below in support of related real estate transactions (including property disposal actions) elsewhere in Europe during the term of the anticipated contract. 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/lessors (and, the case of disposal actions, buyers), partners, 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.

In that the Governement's specific requirement for the acquisition of property in Munich and Frankfurt are undefined in terms of both timing and character, this contract is an indefinite-quantity, indefinate-delivery type contract. The Government will issue task orders to the contractor at such time as the Government has specific requirments for performance under this contract.

2.1 Document Review – Templates: Within thirty (30) days of each request (“NTP”):

During the course of its activities, the USG may require review of certain standard template transaction documents that the USG uses as the basis for real estate transactions around the globe (examples include, but are not limited to, option agreements, purchase

BASE YEAR TOTAL

FIRST OPTION YEAR TOTAL

GRAND TOTAL:

and sale agreements, easement agreements, etc.). Should USG require template document review, USG will provide Contractor with the template documents that require revisions along with guidance as to the uses and aims of each document. Contractor shall then provide suggested edits for discussion with USG. Contractor should be prepared to engage in up to four (4) iterations of this process for each document.

2.2 Document Review – Local Context: 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:

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

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

2.3 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:

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

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

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

2.3.2 A detailed written explanation of the legal interests in land that can be acquired by or transferred from the USG under national and local laws.

2.3.3 A detailed written explanation of all taxes, fees, and charges normally associated with the purchase, sale, or lease of property and whether the USG is entitled to any exemption, refund, reimbursement, or other privilege regarding payment of any taxes, fees, costs, duties, or charges (See 2.4.3.5 if USG is entitled to such).

2.3.4 Describe any extraterritoriality issues affecting land development and real estate transactions.

2.3.5 A detailed written explanation of the local planning/zoning/regulatory framework with an emphasis on any approvals necessary for diplomatic use of property. This should also include a description of the legal and administrative process to rezone and/or sub-divide parcels of land should the USG need to undertake such efforts.

2.4 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.

2.4.1 Existing official records of property registration, ownership, and status

The USG requests Contractor deliver the following in writing: 3

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

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

2.4.1.3. 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.

2.4.1.4 Complete copies of the most recent title commitment, the current record description of the property and any adjoining properties.

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

2.4.1.6 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

2.4.2 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:

2.4.2.1 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.

2.4.2.2 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.

2.4.2.3 Assistance to the USG in providing required notifications to, and obtaining required permits and approvals from, the local government as appropriate.

2.4.3. 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 the Contractor deliver the following services:

2.4.3.1 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.

2.4.3.2 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.

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

2.4.3.4 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.

2.4.3.5 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

2.4.4 Contract closing proceedings

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

2.4.4.1 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:

i. Responsible parties;

ii. Meeting actions and coordination, including inspections;

iii. 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.);

iv. 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;

v. Post-closing actions including registration of conveyance documents; recordation, or other customary actions.

2.5 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:

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

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

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

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

2.6.1 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

2.6.2 The field verification of the existing title records reveals:

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

2.6.2.2 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

2.6.2.3 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

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

2.6.2.5 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

2.6.2.6 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

2.6.2.7 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.

2.7 Closing: Within seven (7) days following settlement

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

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

2.7.3 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.

2.7.4 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.

2.7.5 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

2.8 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:

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

2.8.2 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

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

2.9 Property Disposal Research (if requested): Within thirty (30) days of each request:

Perform legal due diligence of the land title for the purpose of disposing the property below:

2.9.1 Provide a detailed written report outlining relevant local sale/disposal processes through closing and final registration of the sale, including procedures, expected time frames, all related fees (including shared sale-fees by parties), and expenses in closing property sale.

2.9.2 Provide a detailed written description of any requirements that the USG must notify the host and local government, including specific agencies, of the transfer, and any additional applicable host government approvals or certifications that are required by the local government, before, during and after the property transfer.

2.9.3 Compile a detailed list of relevant information for each separate parcel to be disposed including addresses, legal descriptions, and land registry numbers.

2.9.4 Review any original documents conveying the property to the USG, relevant local laws, and local planning/zoning regulations and report on any limitations on how the property may be disposed of.

2.9.5 Perform a title search and procure a property verification survey prepared by a qualified local engineer or surveyor.

Provide a written Letter of Opinion, in English, that the survey has been compared with the existing title record. The Letter of Opinion must contain the following certifications:

2.9.5.1 That the property description in the sale agreement 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. In order to provide this certification, the attorney shall confirm through investigation of existing title records and/or field investigation;

2.9.5.2 That there are no discrepancies in measurements of boundaries or land areas;

2.9.5.3 That 1) there are no conditions that might adversely affect the U.S. interest that do not appear in the abstract of title, or 2) that a comparison of the field survey and title search reveals certain exceptions to a clear and unencumbered title that do not appear in the present title record (exceptions to be listed), but that Contractor has taken or is taking all steps necessary to clear any noted exceptions, and that the proposed legal instrument of conveyance will, under local law and custom, serve as a document of correction to the erroneous title record;

2.9.5.4 That 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;

2.9.5.5 That the United States of America has a perfect, exclusive, and unencumbered title to the property and has a full power to convey.

If Contractor identifies issues relevant to subparagraphs i-v above, a report shall be submitted that describes the nature, duration and steps necessary to correct the discrepancies, variances, and/or encumbrances, if such corrections are recommended. Include the description of the problem, the path to resolution, and the timeline to resolve.

2.9.6 Confirm whether any surveys attached to the title deed conform to the description in the title deed, and that the property is free and clear of any encumbrances, whether or not registered.

2.9.7 Explain the procedure to obtain replacement documents in the event that USG provided documents and Contractor’s research do not affirm that the USG has clear title or an alienable interest in the property, and assist in obtaining such replacement documents.

2.9.8 Prepare, execute and deliver to USG a pre-sale consisting of a summary of the findings from the legal due diligence search described above.

2.10 Property Disposal (if requested): Within sixty (60) days of each request:

2.10.1 Assist in drafting and applying for waivers of registration, transfer, sales taxes or charges to which the USG is entitled to an exemption under international law and treaty.

2.10.2 Prepare and register all appropriate documents required for formal transfer of title. Coordinate with a reputable public notary (if necessary) for the preparation of all final sales documents. Conduct the closing of the transaction.

2.10.3 Advise when a sale or transfer is legally considered final as well as any post-settlement procedures that may delay relinquishing full ownership rights to the buyer or transferee of the property.

2.10.4 Summarize the costs that are usually paid by each party, both as a matter of custom and as a matter of law in order to determine whether the USG will be entitled to any exemptions from payment. When custom and the law are in conflict explain which rule is typically followed.

2.10.5 Research and advise the USG on whether any local currency, VAT and other tax laws will affect the transaction.

2.10.6 Participate in any necessary meetings, and facilitate and meet with the local government/authorities to process and conclude the property sale.

2.10.7 Provide any and all other legal services, that are not specifically noted in this Statement of Work, and that are necessary to conclude the property sale.

2.10.8 Participate in any necessary meetings, and facilitate and meet with the local government/authorities to process and conclude the property sale.

2.10.9 Submit any property sale fees, if necessary, in accordance with local government law and regulations during the sale transaction.

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

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:

i) date of ownership transfer or change of use,

ii) acquisition price (if applicable),

iii) type of use, and

iv) 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:

i) topography,

ii) rock,

iii) high water table,

iv) floodplain,

v) existing fill type,

vi) site conditions,

vii) availability of utilities,

viii) 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.

2.11.8 Any existing topographic or elevation maps of the site.

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

2.11.10 Any existing maps of local and regional flight paths.

2.11.11 Any existing maps of local and regional seismic zones.

2.12 General

As allowed under German Law, 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 the Consulting Service contract line items (CLIN 0003, et al.).

2.13 Monthly Invoices

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

2.14 Deliverable Schedule:

Summary of tasks and deliverable deadlines.

Task No. Deliverable Due Date 1 Document Review - Templates 30 days or less following the date of each request 2 Document Review - Local Context 7 days or less following the date of each request 3 Legal Context 30 days or less following the notice to proceed or as instructed by the CO/COR 4 Research 30 days or less following the date of each request 5 Negotiations 10 days or less following the date of each request 6 Pre-Purchase Certification. 7 days or less following the date of each request 7 Closing 7 days or less following settlement 8 Post-Purchase Certification. 7 days or less following final registration of all title documents 9 Property Disposal Research (if requested) 30 days or less following the date of each request 10 Propoerty Disposal (if requested) 60 days or less following the date of each request 11 Additional Services (if requested) 30 days or less following the date of each request

2.15 USG Points of Contact

To be inserted at time of award.

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.

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

Volume 1: Price Proposal

One (1) Electronic version sent via email

Volume 2: Technical Proposal

One (1) Electronic version sent via email

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

b) The complete offer shall be submitted via email to the email addresses provided below. The email shall be marked “PROPOSAL 19GE5021R0012” and must arrive on or before July 13, 2021, 15.00 hrs. C.E.S.T.

machendd@state.gov andrewsgs@state.gov

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

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

(eg. file 1 of 2).

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

Mr. David Machen Email: machendd@state.gov

SUBMISSION OF QUESTIONS

Any questions pertaining to this solicitaion must be submitted via email to machendd@state.gov no later than 17:00 CEST on Monday, June 21, 2021.

OFFER DUE DATE

Offers shall be submitted via email as soon as possible but not later than 1500 hrs Central European Summer Time (CEST) on Tuesday, July 13, 2021. Late offers will not be considered.

PRE-PROPOSAL CONFERENCE

(a) A Pre-Proposal Conference will be held virtually on Tuesday, June 15 at 15:00 CEST. All offerors that are interested in participating shall send and email by 17:00 CEST Monday, June 14 to machendd@state.gov stating the intention to particpate. The web link and instructions on how to participate will be then be sent to the offeror.

Detailed instructions:

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

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

1. A completed solicitation, which includes the SF-1449 cover page blocks 12, 17, and 30 as appropriate, plus any SF30's (Amendments), if any, filled-in; Failure to submit a complete proposal by the closing time and date designated in block 8 of the SF1449 may result in the proposal being deemed “late” and not considered for award. The offeror shall acknowledge all

52.212-1 Addendum - Instructions to Offerors

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

SUBMISSION OF OFFERS:

amendments by signing and returning the SF-30. Acknowledgement can only be executed by an authorized company official responsible for the offer.

2. Section 1, Pricing,

1. The offeror must insert proposed pricing into the Schedule of Services (Tables 1.4.2.1 thru 1.4.2.5),

2. Complete the Pricing Summary Grand Total,

3. State the currency of the offer,

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

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

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

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

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

Volume 2: Technical Proposal

PART I – TECHNICAL CAPABILITY PROPOSAL

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

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

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

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

d) Evidence that the offeror operates an established business with a permanent address and telephone listing. If the offeror does not have authorization to do business in Germany, demonstrate how the offeror will obtain such austhorization prior to the performance start date;

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

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

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

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

b). The Offeror will be responsible for contacting the past performance points of contact referenced by offerors in their proposal.

The references will be requested to complete the Past and Present Performance Questionnaire (included as an attachment to the RFP) which must be returned directly from the past performance point of contact to the Contracting Officer for purpose of evaluation.

Multiple customer contacts can be provided by offerors for the same customer.

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

Company/Division name/Contracting Agency/Customer Name

Description of service provided (to include square footages and locations Contract number (if applicable) Contract value Period of performance Verified, up-to-date name, address, email d). If a teaming arrangement is contemplated, provide complete information as to the arrangement, including any relevant and recent past performance information on previous teaming arrangements with the same partner. If this is an initial teaming agreement, each party to the arrangement may provide a list of relevant and recent contracts performed independently from the teaming agreement. No more than five (5) total references shall be submitted.

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

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