JA - Japanese Real Estate Legal Services.pdf

JUSTIFICATION FOR OTHER THAN FULL AND OPEN COMPETITION

SECTION 1: IDENTIFICATION OF THE AGENCY AND THE CONTRACTING ACTIVITY

Department of State Contracting Activity ☒ Office of Acquisitions Management

Requiring Activity Overseas Buildings Operations (OBO/PRE/OAD/SA)

SECTION 2: NATURE AND/OR DESCRIPTION OF THE ACTION BEING APPROVED

Approval is requested to solicit and award on a sole-source basis a firm fixed-price contract to Nishimura and Asahi legal firm (N&A) of Tokyo, Japan for the supplies and/or services described in Section 3 on behalf of the Requiring Activity.

SECTION 3: DESCRIPTION OF SUPPLIES/SERVICES REQUIRED TO MEET THE AGENCY’S NEEDS

Local legal services to support real estate acquisition, leasing, management and disposal actions, including ground lease negotiations for the Embassy compound in Tokyo and to ensure that all real estate transactions are executed in accordance with local law. N&A will also support the USG’s Mitsui Housing Compound boundary dispute issues and redevelopment planning in Tokyo, among other matters.

Base plus four Option Years: Hours per Year:

Principal Lawyer 150 Lawyer 250

The estimated value for the entire period of performance is $1,050,000.

SECTION 4: IDENTIFICATION OF THE STATUTORY AUTHORITY PERMITTING OTHER THAN

FULL AND OPEN COMPETITION

This acquisition is conducted under the authority of 41 USC 3304, as implemented by FAR 6.3 and substantiated by the following:

☒ FAR 6.302-1 – Only one responsible source and no other supplies or services will satisfy agency requirements.

SECTION 5: DEMONSTRATION THAT THE PROPOSED CONTRACTOR’S UNIQUE

QUALIFICATIONS OR THE NATURE OF THE ACQUISITION REQUIRES USE OF THE AUTHORITY

CITED

The requiring office, OBO/PRE/OAD/SA, and the Office of the Legal Adviser for Buildings and Acquisitions (L/BA) have concluded that N&A is the only responsible source. N&A has for the past three years been actively engaged in legal activities necessary for OBO’s real estate transactions under contract 19GE5021D0033. As negotiations are presently underway, failing to ensure continuity of legal services by rehiring N&A would (1) seriously impair the USG’s ability to obtain timely legal services support informed by complete knowledge of the transaction documents and negotiation history, and (2) entail a large duplication of effort in order for another firm to obtain all of the requisite knowledge of the transactions, thus eliminating any potential cost savings of such other firm, while also improperly and unduly diverting the attention of OBO, Post and L/BA employees from other critical projects in order to help educate the new lawyers about the project.

SECTION 6. DESCRIPTION OF EFFORTS TO ENSURE THAT OFFERS WERE SOLICITED FROM AS

MANY POTENTIAL SOURCES AS IS PRACTICABLE, INCLUDING WHETHER A NOTICE WAS OR

WILL BE PUBLICIZED AS REQUIRED BY FAR SUBPART 5.2 AND, IF NOT, WHICH EXCEPTION

UNDER FAR 5.202 APPLIES

The proposed contract was synopsized on Dec 18, 2024, and no other potential sources expressed an interest in this requirement. In an effort to identify competitive interest, the Department of State, as part of their market research, provides entities, on an annual basis, a listing of items for which it is seeking competitive sources, as well as instructions for obtaining source approval information. Additionally, the availability of the listing is periodically publicized and feedback is requested regarding market capabilities. To date, no other companies have expressed interest in becoming qualified to compete for the items to be acquired under the proposed contract.

SECTION 7. DETERMINATION BY THE CONTRACTING OFFICER THAT THE ANTICIPATED COST

TO THE GOVERNMENT IS FAIR AND REASONABLE

The Contracting Officer has determined the anticipated $1,050,000 to the Government of the supplies/services covered by this J&A will be fair and reasonable based on comparison with other legal service contracts awarded and with comparison with local market prices for legal services. By signing the justification, the Contracting Officer makes a determination that the $1,050,000 to the Government is expected to be fair and reasonable.

SECTION 8. DESCRIPTION OF THE MARKET RESEARCH CONDUCTED (SEE PART 10) AND THE

RESULTS OR A STATEMENT OF THE REASON MARKET RESEARCH WAS NOT CONDUCTED

20 legal firms in Japan were contacted via email. Eight replies were received. The hourly rate (excluding consumption tax) ranged from 40,000 JPY – 210,000 JPY ($260 - $1,368), with the average rate being 93,000

JPY ($605).

SECTION 9. ANY OTHER FACTS SUPPORTING THE USE OF OTHER THAN FULL AND OPEN

COMPETITION

• The original contract award was competed under full and open procedures.

• Conservatively, the amount of duplication would be roughly equal to at least one month's worth of legal work (160+ hours), or nearly $100,000 at current average labor rate for such services in Japan.

SECTION 10. LISTING OF THE SOURCES, IF ANY, THAT EXPRESSED, IN WRITING, AN INTEREST

IN THE ACQUISITION

To date, no other sources have written to express an interest.

SECTION 11. STATEMENT OF THE ACTIONS, IF ANY, THE AGENCY MAY TAKE TO REMOVE OR

OVERCOME ANY BARRIERS TO COMPETITION BEFORE ANY SUBSEQUENT ACQUISITION FOR

THE SUPPLIES OR SERVICES REQUIRED

Limit the use of the contract to the greatest extent possible and compete a new contract for future real estate transactions.

SECTION 12. CERTIFICATIONS

All reviews and approvals should be completed in the order listed unless otherwise authorized or required.

TECHNICAL AND REQUIREMENTS CERTIFICATION (FAR 6.303-2(b))

I certify that the facts and representations under my cognizance which are included in this Justification and its supporting acquisition planning documents, except as noted herein, are complete and accurate to the best of my knowledge and belief.

Technical Cognizance:

SIGNATURE:

Russell Ottalini Date Planner/Realty Specialist

Requirements Cognizance:

Name Date Title

2/13/2025

ErmenzPA Text Box Peter Ermenz GSO Housing/Leasing Supervisor

ErmenzPA Typewritten Text 2/14/2025

LEGAL SUFFICIENCY REVIEW

This J&A is hereby determined to be legally sufficient.

Kathleen D. Martin Date Senior Attorney Advisor

CONTRACTING OFFICER CERTIFICATION (FAR 6.303-2(a)(12)) I certify that this submission is accurate to the best of my knowledge, and that it contains complete information necessary to enable other officials to make an informed recommendation for approval or disapproval.

SIGNATURE:

Nicolas Wilhelm Date Contracting Officer and RPSO Director (acting)

SECTION 13. APPROVALS

COMPETITION ADVOCATE

Sharon D. James Date Competition Advocate