19GE5021R0012.pdf

SOLICITATION

DOCUMENT

Legal Services

US Consulates General Munich and Frankfurt, Germany

Solicitation No. 19GE50-21-R-0012

US Department of State Regional Procurement Support Office Frankfurt [RPSOFR]

Giessenerstrasse 30

60435 Frankfurt am Main, Germany

19GE5021R0012

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5021R0012

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

DATE

05/28/2021

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

David D. Machen

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL machendd@state.gov

8. OFFER DUE DATE / LOCAL

TIME

07/06/2021 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

MUNICCODE15. DELIVER TO

AMERICAN CONSULATE GENERAL MUNICH

KOENIGINSTRASSE 5

ATTN: GSO

MUNICH D80539

CODE OPEAQM16. ADMINISTERED BY

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

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/

OFFEROR

OPEAQMCODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY BERLIN

AMERICAN EMBASSY, CLAYALLEE 170

FINANCIAL MANAGEMENT CENTER, ATTN. DBO

14191, Berlin, GERMANY

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

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

Table of Contents

Section Description Page Number

B Supplies or Services and Prices/Costs

1. SERVICES AND PRICES

1.5 VALUE ADDED TAX

1.6 CONTRACT MINIMUM AND CEILING

C Descriptions/Specifications/Statement of Work

2. PERFORMANCE WORK STATEMENT

D Packaging and Marking

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

2015)

G Contract Administration Data

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

I Contract Clauses 52.252-2 Clauses Incorporated by Reference (Feb 1998) 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) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016) 52.212-4 Alt I Contract Terms and Conditions-Commercial Items (Oct 2018) - Alternate I (Jan 2017) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders- Commercial Items (Jan 2021) 52.216-18 Ordering (Aug 2020) 52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.229-12 Tax on Certain Foreign Procurements (Feb 2021) 652.225-71 SECTION 8(a) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED

(AUG 1999)

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

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

K Representations, Certifications, and Other Statements of Offerors or Respondents 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020) 52.212-3 Offeror Representations and Certifications-Commercial Items (Feb 2021)

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

(JUN 2020)

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

5.1 REPRESENTATION OF CONFLICTS OF INTEREST

L Instructions, Conditions, and Notices to Offerors and Respondents 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) 52.204-7 System for Award Management (Oct 2018) 52.204-22 Alternative Line Item Proposal (Jan 2017) 52.212-1 Instructions to Offerors-Commercial Items (Jun 2020) 52.212-1 Addendum Instructions to Offerors

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

M Evaluation Factors for Award 52.217-5 Evaluation of Options (July 1990)

52.212-2 EVALUATION - COMMERCIAL ITEMS

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

Line Item Summary

Solicitation Number:

19GE5021R0012

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

04/29/2021

Line Item No.

Description Quantity Unit Unit Price Total Cost

001 CLINS 0001 THRU 0004

BASE YEAR

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 EA

002 CLINS 1001 THRU 1004

FIRST OPTION YEAR

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 EA

003 CLINS 2001 THRU 2004

SECOND OPTION YEAR

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 EA

004 CLINS 3001 THRU 3004

THIRD OPTION YEAR

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 EA

005 CLINS 4001 THRU 4004

FOURTH OPTION YEAR

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1.00 EA

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.

1.4.2.1 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 200

- 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 2,500 Euro 1 2,500 Euro

- CLIN

0003 Consulting Services

Professional and consulting services required to obtain

Lot 10,000 Euro 1 10,000 Euro 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.

- CLIN

0004 Value Added Tax (19%

VAT)

Lot 1

TOTAL

BASE YEAR PERIOD

1.4.2.2 First Option 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 200

- CLIN

1002 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 2,500 Euro 1 2,500 Euro

- CLIN

1003 Consulting Services

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

1.4.2.3 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 200

- CLIN

2002 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 2,500 Euro 1 2,500 Euro

- CLIN

2003 Consulting Services

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

- CLIN

3002 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 2,500 Euro 1 2,500 Euro

- CLIN

3003 Consulting Services

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

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

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.

- CLIN

4003 Consulting Services

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

- CLIN

4002 Other Direct Costs

Lot 2,500 Euro 1 2,500 Euro

TOTAL

FOURTH YEAR

PERIOD

GRAND TOTAL:

BASE YEAR TOTAL

FIRST OPTION YEAR TOTAL

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 20,000.00 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.

Section C - Descriptions/Specifications/Statement of Work

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 Government'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, indefinite-delivery type contract. The Government will issue task orders to the contractor at such time as the Government has specific requirements 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 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

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.

Section D - Packaging and Marking

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

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

January 01 Friday New Year's Day January 06 Wednesday Epiphany 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 01 Saturday Labor Day May 24 Monday Whit Monday May 31 Monday Memorial Day June 03 Thursday Corpus Christi Day July 05 Monday Independence Day

August 15 Sunday Assumption of Mary Day September 6 Monday Labor Day October 03 Sunday Day of German Unity October 11 Monday Columbus Day November 01 Monday All Saints' Day November 11 Thursday Veterans Day November 25 Thursday Thanksgiving Day December 24 Friday Christmas (observed) Decembe 25 Saturday Christmas Day Decmber 26 Sunday Christmas Day 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)

Section G - Contract Administration Data

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)

Section I - Contract Clauses

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

(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)

52.204-21 - 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…