19GE5021R0017.pdf

SOLICITATION

DOCUMENT

Legal Services

US Embassy Tokyo, Japan

Solicitation No. 19GE50-21-R-0017

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

Giessenerstrasse 30

60435 Frankfurt am Main, Germany

19GE5021R0017

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5021R0017

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

DATE

05/17/2021

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

06/15/2021 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

MULTICODE15. DELIVER TO

SEE

SEE TEXT

line items Multi, XX 00000

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

60435, FRANKFURT, GERMANY

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/

OFFEROR

FRANKCODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY TOKYO

1-10-5 AKASAKA, MINATO-KU

ATTN: FINANCIAL MANAGEMENT CENTER (FMC)

TOKYO, JAPAN 107-8420

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 05/10/2021

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

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) 652.225-71 SECTION 8(a) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED

(AUG 1999)

52.229-12 Tax on Certain Foreign Procurements (Feb 2021) 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)

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

5.1 REPRESENTATION OF CONFLICTS OF INTEREST

52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.212-3 Offeror Representations and Certifications-Commercial Items (Feb 2021)

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

(JUN 2020)

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)

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

52.212-1 Instructions to Offerors-Commercial Items (Jun 2020) 52.212-1 Addendum Instructions to Offerors

M Evaluation Factors for Award 52.217-5 Evaluation of Options (July 1990) 52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

52.212-2 EVALUATION - COMMERCIAL ITEMS

Line Item Summary

Solicitation Number:

19GE5021R0017

Contract Number: Title: Tokyo and Osaka - Legal Services

Date of Solicitation:

05/17/2021

Line Item No.

Description Quantity Unit Unit Price Total Cost

001 CLINS 0001 THRU 0004

BASE YEAR

Type of Contract Pricing: LH

Doc Ref No:

Delivery Date FOB:

1.00 LT

002 CLINS 1001 THRU 1004

FIRST OPTION YEAR

Type of Contract Pricing: LH

Doc Ref No:

Delivery Date FOB:

1.00 LT

003 CLINS 2001 THRU 2004

Type of Contract Pricing: LH

Doc Ref No:

Delivery Date FOB:

1.00 LT

1. - SERVICES AND PRICES

1.1 SERVICES

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

The price listed below shall include all labor, insurance, overhead, and profit. The U.S. Government (hereafter refered to as the Government or USG) will pay the Contractor a fixed, hourly rate for services satisfactorily performed under this contract.

Subcontracting of legal services (excluding professional consulting services described in CLINs 0003, 1003, and 2003) shall not be 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 1.3.

1.3 PERIOD OF PERFORMANCE

The performance period of this contract is from the date of contract award and continues for 12 months, with two (2) 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, and 2002) and CONSULTING SERVICES (0003, 1003, and 2003) are cost reimbursable line items. Offerors shall include the amount listed for these line items in the tables found in paragraph 1.4.1 thru 1.4.5 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 Price Schedule

The Contractor shall provide the services for the base year period of the contract at the pricing shown in the price table at 1.4.2.1 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 1000

- 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 550,000 JPY 1 550,000 JPY

- CLIN

0003 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 8,000,000 JPY 1 8,000,000 JPY

- 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 750

- 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 550,000 JPY 1 550,000 JPY

- CLIN

1003 Consulting Services

Professional and consulting services required to obtain expert opinions in the pecialized 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

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 750

- 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 550,000 JPY 1 550,000 JPY

- 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.

- CLIN

2004 Value Added Tax

(19%VAT)

Lot 1

TOTAL

SECOND OPTION

YEAR PERIOD

GRAND TOTAL:

BASE YEAR TOTAL

FIRST OPTION YEAR TOTAL

SECOND OPTION YEAR TOTAL

GRAND TOTAL (BASE + OPTION YEARS)

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

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

1.5 - 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, and 2004. To receive reimbursement for VAT, it will also be necessary for:

- The contractor to be in possession of a Japanese 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 5,000,000 JapaneseYen. 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) JapaneseYen.

2. - PERFORMANCE WORK STATEMENT

The United States Government (USG) seeks legal services in relation to several concurrent real estate actions it is carrying out in Japan in the interest of pursuing its foreign policy objectives. The services required are in relation to the following potential real estate actions:

1. Acquisition of land via purchase, lease or gift of real property for the purpose of constructing new diplomatic office facilities in Tokyo and Osaka,

2. Acquisition of to-be-indentified residential properties in Osaka and Naha,

3. Redevelopment of USG-owned property,

4. Disposal of USG property in Tokyo, Osaka, and Naha (See Section 8.)

The USG requires the following services from a local attorney (“Contractor”). Legal services required include, but are not limited to, providing: (1) legal opinions and guidance related to the JV real estate development process, incorporating all applicable laws in Japan, and specifically to Tokyo and the Property’s local municipality; (2) legal opinion and guidance related to leasing, selling, and acquiring property; (3) zoning analysis and advice, including the process for any potential change of use of the Property; (4) support for possible rezoning (in whole or in part) of the Property to change the existing use; (5) entity structuring and advice; (6) real property laws review and advice; (7) drafting, revising, and reviewing documents such as joint venture (JV) partnership agreements and construction contracts; (8) assistance in negotiations; and (9) property title searches and certifications. All legal advice is to include guidance relevant to a property owned by either private entities or foreign government entity.

Regarding the redevelopment planning for the USG Tokyo Property, legal advice shall consider and support a number of scenarios, including but not limited to, a scenario in which the USG would lease a portion of the land to a development partner (Partner) in a long-term joint-venture (JV) partnership, in exchange for, or a combination of, the following: (1) ownership of finished residential units constructed by the Partner on the Property within a redevelopment scheme, (2) ground rent payments, and/or (3) a lump sum payment from the Partner.

The USG projects the acquisitions to be multi-year efforts, and the services listed below may be requested at any time and not necessarily in the order presented. Given the concurrent nature of the USG’s acquisition and JV projects, in some instances there may be requests for information previously provided by the Contractor in response to prior tasks. In such cases, the Contractor will not be required to duplicate prior effort, but should instead provide a reference to the report, email or other deliverable containing this legal context or information was provided, so as to reduce the duplication of effort.

Bids must account for providing all services during the acquisition process, including post-closing actions. Deliverables will be in the form of contract reviews, expert legal opinions and information, registration of real property documents in accordance with local law, and if necessary presence at negotiations and meetings between representatives of the USG, sellers, and host government.

Contract administration and requests for deliverables will be handled through the Contracting Officer (“CO”) and Contracting Officer’s Representative (“COR”). USG points of contact are listed below.

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

2.1.1 At the commencement of a site search for commercial or residential properties, 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:

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

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

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

2.1.1.1.3 Any requirements that the USG notify national/regional/local/municipal governments of the transfer or acquisition of property,

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

Provide a detailed overview of the different types of land leases available in Japan, particularly long-term (e.g 50, 75, 100 year) ground lease rights and their availability under Japanese law. Specifically discuss the right to a fee simple or long-term lease acquisition of the properties and the USG-occupied residential units; and in particular a long-term (e.g 50, 75, 100 year) ground lease rights and their availability under Japanese law. residential properties identified in Osaka and Naha.

2.1.1.3 Provide a discussion of the tax and fee treatment, and their distinction, of land leases in Japan for a land owned by a foreign government. This should be comprehensive and cover any all applicable taxes, including corporate/capital gains, registration, real estate acquisition, VAT, fixed assets, and urban planning.

2.1.1.4 A detailed written explanation of whether the USG is entitled to any exemption, refund, reimbursement, or other privilege regarding payment of any taxes, fees, costs, duties, or charges (See 2.2.3.5 if USG is entitled to such).

2.1.2 JV-related Deliverables:

2.1.2.1 Provide a detailed legal opinion regarding property leases and transfers in Japan, specific to a foreign government land owner. This is to include a discussion of the different types of land leases available in Japan, and a recommended type for the purposes of leasing land to a JV partner that best protects the USG’s long-term interests.

The discussion should include typical lease terms (e.g. number of years), clauses, deposits, key money, and termination rights, registration requirements, and any specific clauses that may benefit the USG in lease land to a JV Partner.

2.1.2.2 Describe the potential JV partnership structures and entities available to the USG in a JV redevelopment scenario. This should include a discussion all relevant special purpose vehicles, and the benefits and drawbacks of each from both the USG and Partner’s perspectives. Recommend a structure that limits the USG’s responsibilities and liabilities with the Partner, as well as with the owners of non-USG occupied residential units and/or tenants in commercial spaces, and provides the maximum value and profit to the USG. Additional opinions also sought include

i. What are the most common legal ownership structures of such a JV agreement?

ii. What legal document typically prevails in such an arrangement?

iii. Regarding acquisition of residential units in the redevelopment:

iv. How are common area maintenance and repair accounted for?

v. How are amenities accounted for?

vi. Are Homeowner/Condominium Associations (HOAs) typical in Japan?

vii. Are there any other legal constraints that the US government should be made aware of precluding a development scheme of this nature?

viii. Provide legal remedies available to the US government should the development partner default on the structure.

2.1.2.3 Define the legal interests in real property that can be acquired or transferred by the USG under national and local laws specifically in relation to the USG’s occupancy of new residential units in the redevelopment scheme while concurrently retaining ownership in the underlying land.

2.1.2.4 Deliver a detailed written explanation of the legal and administrative process for transferring and acquiring real property interests with respect to the JV entity. This is to include:

i. Any additional host government approvals or certifications that may be required by the local government, before, during and after the purchase or transfer to a newly created JV entity.

ii. Any additional host government approvals or certifications that may be required by the local government, before, during and after the purchase or transfer to a newly created JV entity.

iii. An estimate of how long it typically takes from agreement signing to title transfer and registration.

iv. Identification of actions mandatory under law as distinguished from actions done as matter of local custom or practice.

2.1.2.5 Describe the condominium laws in Japan, including formation of a condominium regime and identify any restrictions or limitations to the interest of the USG in buying, owning, leasing, using, operating, modifying, and selling property in a condominium regime. This should be from the perspective of the USG acquiring newly constructed units as a component of the JV redevelopment project.

2.1.2.6 Provide a discussion of the tax treatment of land leases in Japan for a land owned by a foreign government in consideration of the differences within the redevelopment regarding uses that are diplomatic in nature, versus uses that may be considered commercial.

2.1.2.7 Identify and eliminate any potential charges to the USG, such as Value Added Tax or other taxes, in connection with the JV redevelopment.

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

2.2 Research: Delivery within thirty (30) days of each request:

2.2.1 Property Acquisition Deliverable

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

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

The USG requests Contractor deliver the following in writing: 3

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

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

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

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

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

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

2.2.1.2 Zoning and planning authority approvals

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

2.2.1.2.1 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 restrictions,

vii. parking requirements,

viii. fence / wall regulations, etc.

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

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

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

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

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

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

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

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

2.2.1.4 Contract closing proceedings

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

2.2.1.4.1 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.

2.2.2 JV-related Deliverables

2.2.2.1 Provide a report on the current zoning of the USG Tokyo Property, include a description of all relevant zoning details such as zoning regulatory authorities, land use designation, by-right floor area ratios (FAR), minimum lot size, open space requirements, height or use restrictions, required setbacks, unit size restrictions, and coverage ratios.

2.2.2.2 In the zoning report, provide an evaluation on the potential for up-zoning (i.e. seeking to change the zoning to a higher density zoning) of the USG Tokyo Property to allow for higher density (residential and commercial) .

Specifically describe the rezoning process; provide an estimate of how long it typically takes from application to final determination/approval, and an estimate of the potential fees and costs involved.

2.2.2.3 If required, support the rezoning process, as necessary. This may include advice on any required planning applications; interactions and correspondence with local officials and adjacent property owners, and supporting any public engagement processes or requirements.

2.2.2.4 Provide a report transferable development rights (TDR) that could allow for higher density residential housing on the USG Tokyo Property. Describe if TDRs possible in Tokyo, and if so, whether unused development right may be transferred from one area of the site to another. Specifically describe the TDR process, provide an estimate of how long it typically takes from application to final determination/approval, and provide a summary of relevant cases in which TDR strategies have been implemented.

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

2.3.1 Property Acquistion Deliverables

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

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

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

2.3.2 JV-related Deliverables

Review USG-supplied documents and advice and comment on their acceptability under local law and local practice. Propose revisions as needed to make them comply with local laws and practices. This may include a review a non-binding letter of intent or memorandum of agreement, along with additional documents supplied by the USG.

2.4 Negotiations: Delivery within ten (10) days of each request

2.4.1 Property Acquistion Deliveables

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

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

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

2.4.2 JV-related Deliverables

2.4.2.1 Draft a JV Agreement that conform to local law and protect USG interests. Should revisions be required during negotiations with the Partner, prepare a revised versions of the agreement, together with a written explanation of the basis for making the revisions. Draft relevant construction agreements if necessary.

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

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

2.5.1 Property Acquisition Deliverables

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

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

2.5.1.2 The field verification of the existing title records reveals:

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

2.5.1.2.2 that there are conditions that might adversely affect the interests of the United States that do not appear in the abstract of title (list of such conditions as they exist); or

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

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

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

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

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

NOTE:

A) 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.

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

C) If a survey document does not exist that clearly defines the property boundaries, the attorney shall retain a competent technical specialist to carry out a boundary survey to assist with the written title report. The cost of retaining additional professional assistance, if necessary, shall be a reimbursable expense provided that the cost is approved in advance by the

USG.

2.6 Closing: Delivery within seven (7) days following settlement

2.6.1 Propoerty Acquisition Deliverables

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

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

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

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

2.6.1.5 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

NOTE: the Note under para 2.5 concerning transfer by long-term leasehold, in reference to 2.6.1.2, would apply here as well.

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

2.7.1 Property Acquisition Deliverables

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

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

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

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

USG.

2.8 Disposal of USG Property

2.8.1 Provide Legal Opinion Memorandum consisting of information and details of the local sale process 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(s).

2.8.2 Provide legal services in regard to property sale(s), including the below tasks:

2.8.2.1 Provide a detailed 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.

2.8.2.2 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, if requested.

2.8.2.3 Review the USG standard sales contract (to be provided) for compliance with local law and custom. If any explanations, changes and/or modifications are required, coordinate with OBO and the local personnel. The contract should provide for conveyance of the property in “as is" condition, without continuing warranty of title, and shall not grant a unilateral right for the Buyer to terminate or otherwise cancel the contract.

2.8.2.4 Recommend further modifications/final modification to the sales contract, if necessary, and provide a translation, prepared by a qualified, certified translator, of the final package.

2.8.2.5 Review any USG-supplied documents, in addition to the standard sales contract. Provide advice and comment on their acceptability under local law and practices. Propose revisions as needed to ensure that the documents comply with local laws and practices.

2.8.2.6 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.

2.8.2.7 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.

2.8.2.8 Provide an estimate of how long the process typically takes to fully transfer property rights after a contract is ratified.

2.8.2.9 Confirm that all taxes normally assigned to the seller/transferor (USG) for the transfer will be waived.

2.8.2.10 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.

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

2.8.2.12 Participate in any necessary meeting/s, and facilitate and meet with the local government/authorities to process and conclude the property sale(s).

2.8.2.13 Provide any and all other legal service/s, that is/are not specifically noted in this Statement of Work, and that is/are necessary to conclude the property sale(s).

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

2.8.3.1 List of the properties, including addresses and land registry numbers.

2.8.3.3.1 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;

2.8.3.3.2 In order to provide the above certification, the attorney shall confirm through investigation of existing title records and/or field investigation;

2.8.3.3.1 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;

2.8.3.3.2 In order to provide the above certification, the attorney shall confirm through investigation of existing title records and/or field investigation;

2.8.3.3.3 There are no discrepancies in measurements of boundaries or land areas;

i. There are no conditions that might adversely affect the U.S. interest that do not appear in the abstract of title;

ii. A comparison of the field survey and title search reveals certain exceptions (if these exist) to a clear and unencumbered title that do not appear in the present title record (exceptions to be listed), but that the attorney, at their expense, has taken or is taking all steps necessary to clear any noted exceptions, and that 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;

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

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

2.8.3.4 If attorney identifies issues relevant to subparagraphs a-d 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.

2.8.3.5 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.

2.8.3.6 Explain the procedure to obtain replacement documents in the event that USG provided documents and your research do not affirm that the USG has clear title or an alienable interest in the property, and assist in obtaining those documents.

2.8.3.7 Participate in any necessary meeting(s), and facilitate and meet with the local government/authorities to process and conclude the property sale(s).

2.8.3.8 Provide any and all other legal service/s, that are not specifically noted in this Statement of Work, and that is/ are necessary to conclude the property sale(s).

2.8.4 Prepare, execute and submit a pre-sale certification in the form of a Legal Opinion Memorandum. This Memorandum should consist of a summary of the findings from the legal due diligence search described above and should be submitted to OBO within four (4) weeks of receipt of the Notice to Proceed.

2.8.5 Submit property sale fee(s), if necessary, in accordance with local government law and regulations during the sale(s) transaction

2.9 General

The Contractor is expected to:

2.9.1 Provide prompt written legal advice and opinions on specific questions presented by the USG from time to time during the planning, negotiations, agreement signing, transfer, purchase, title preparation, registration, closing and post-closing process.

2.9.2 Retain and fully compensate a qualified, certified translator to translate into English any of the transaction documents, including contracts, agreements surveys, approvals, and registration materials, that are not originally drafted in English.

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

2.9.4 As necessary, or at the USG’s request, retain any technical specialists or other specialized attorneys required to complete any tasks in the Scope of Work, including the USG’s transfer or acquisition of real property. The cost of retaining additional professional assistance, if necessary, shall be a reimbursable expense provided that the cost is approved in advance by the

USG.

2.9.5 Provide any and all other services that are not specifically noted in the Scope of Work, but are needed by the USG, such as, to negotiate, contract for, receive approval of, and settle the proposed transaction or otherwise achieve the service objectives in the Introduction.

2.10 Monthly Invoices

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

2.11 Deliverable Schedule:

Summary of tasks and deliverable deadlines.

Task No. Deliverable Due Date 1 Legal Context 30 days or less following the notice to proceed or as instructed by the CO/COR Propery Disposal - para 2.8.1 2 Research 30 days or less following the date of each request Property Disposal - para 2.8.2 3 Document Review 7 days or less following the date of each request Property Disposal - para 2.8.3.1 - 2.8.3.2 4 Negotiations 10 days or less following the date of each request 5 Pre-Purchase (or -Sale) Certification.

Property Disposal - para 2.8.3.3 - 2.8.3.6 7 days or less following the date of each request

Propoerty Disposal - para 2.8.4 6 Closing 7 days or less following settlement Property Disposal - para 2.8.3.7 - 2.8.3.8 7 Post-Purchase Certification. 7 days or less following final registration of all title documents Additional Services 30 days or less following the date of each request

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

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

2.12.1 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).

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

2.12.3 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.

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

2.12.5 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.

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

i. topography,

ii. rock,

iii. high water table,

iv. floodplain,

v. existing fill type,

vi. site conditions,

vii. availability of utilities,

viii. drainage, etc.

2.12.7 Any existing topographic or elevation maps of the site.

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

2.12.9 Any existing maps of local and regional flight paths.

2.12.10 Any existing maps of local and regional seismic zones.

2.12.11 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.

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. Mission to Japan observes the following days as holidays (2021):

January 01 Friday New Year's Day January 11 Monday Adult's Day January 18 Monday Birthday of Martin Luther King, Jr.

February 11 Thursday National Foundation Day February 15 Monday President's Day April 29 Thursday Golden Week May 3-5 Mon-Wed Golden Week Holidays May 31 Monday Memorial Day July 05 Monday Independence Day July 22 Thursday Marine Day July 23 Friday Sports Day September 06 Monday Labor Day September 20 Monday Respect for the Aged Day October 11 Monday Columbus…