Solicitation 47PB0020R0052.pdf

GSA Solicitation No. 47PB0020R0052

Document: R1 Commercial/AUG 2020 (The Solicitation) Page 1 of 43

Commercial Contract for: Real Estate Advisory and Brokerage Services for the Federal Assets Sale & Transfer Act (FASTA) High Value Assets (HVA) Portfolio

The Solicitation

General Services Administration

Public Buildings Service

Office of Real Property Utilization and Disposal

In support of the Public Buildings Reform Board (PBRB)

Document: R1 Commercial/AUG 2020 Table of Contents (The Solicitation) Page 2 of 43

Table of Contents

SECTION A: STANDARD FORM (SF) 1449

SECTION B: CONTINUATION OF ANY BLOCK FROM SF 1449

SECTION C: CONTRACT CLAUSES

1. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT 2018) AND ALTERNATE 1

(JAN 2017)

1.1 GSAR 552.212-4 Contract Terms and Conditions—Commercial Items (Feb 2018) (Deviation

FAR 52.212-4 (Oct 2018))

2. Addendum to FAR 52.212-4 — Other Required Clauses

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

3. Addendum to FAR 52.212-4 — Discretionary use of FAR Clauses

3.1 FAR 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011)

3.2 52.217-8 Option to Extend Services

4. Addendum to FAR 52.212-4 — Discretionary use of GSAR Clauses

4.1 552.204-9 Personal Identity Verification Requirements (Jul 2020)

4.2 552.212-71 Contract Terms and Conditions Applicable to GSA Acquisition of Commercial Items

(May 2019)

5. Addendum to FAR 52.212-4 — Additional Clauses

5.1 Payment/Contract Type

5.2 Labor Requirements

5.3 Qualifications for Contractor’s Firm

5.4 Representation and Conflicts of Interest

5.5 Place of Performance

5.6 Unauthorized Commitment

5.7 Personal Services

5.8 Controlled Unclassified Information (CUI) and Sensitive But Unclassified (SBU) Information ... 22

5.9 Security

5.10 Government Points of Contact

6. FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES AND

EXECUTIVE ORDERS—Commercial Items (AUG 2020)

SECTION D: CONTRACT DOCUMENTS, EXHIBITS, AND ATTACHMENTS

1. Contract Documents:

1.1 Performance Work Statement (Attached)

1.2 FASTA HVA Property Information (Attached)

2. Attachments

2.1 Solicitation Provision FAR 52.212-3 Offerors Representations and Certifications (Attached)

2.2 Organization Conflict of Interest Agreement (Attached)

SECTION E: SOLICITATION PROVISIONS

1. FAR 52.212-1 Instructions to Offerors—Commercial Items

1.1 FAR 52.212-1 Instructions to Offerors—Commercial Items (Jun 2020)

2. Addendum to FAR 52.212-1 — Other Required Provisions

2.1 FAR 52.216-1 Type of Contract (Apr 84)

2.2 FAR 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 98)

3. FAR 52.212-2 Evaluation—Commercial Items

3.1 FAR 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

Document: R1 Commercial/AUG 2020 STANDARD FORM (SF) 1449 (The Solicitation) Page 3 of 43

SECTION A: STANDARD FORM (SF) 1449

See next page.

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

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

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

STANDARD FORM 1449 (REV. 2/2012) BACK

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:

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

PAGE

GENERAL SERVICES ADMINISTRATION

OF

ITEM NO.

(a)

SUPPLIES OR SERVICES

(b)

QUANTITY

ORDERED

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

PoP: 01/04/2021 - 12/31/2021 brokerage services deducted from the proceeds of property

Contract Type: Firm Fixed Price brokerage services at no cost to the Government. The cost of funds. The Contractor shall receive a broker's fee for these

The Contractor shall provide real estate advisory and

PSC: R402 -- SUPPORT- PROFESSIONAL: REAL ESTATE BROKERAGE

the Contractor from the Government utilizing appropriated

Deliverable

Firm-Fixed Price, No-Cost, Brokerage Services brokerage services there will be no direct reimbursement to

ST NW WASHINGTON, DC 20405-0001

Place of Performance: Real Property Disposal Division 1800 F funded under the contract. For the real estate advisory and

EA

price proposal and commission structure.

sale(s) and as agreed to in the Contractor's incorporated this line item shall be $0.00. These services will not be

Document: R1 Commercial/AUG 2020 CONTINUATION OF ANY BLOCK FROM SF 1449 (The Solicitation) Page 7 of 43

SECTION B: CONTINUATION OF ANY BLOCK FROM SF 1449

Not Applicable

Document: R1 Commercial/AUG 2020 CONTRACT CLAUSES (The Solicitation) Page 8 of 43

SECTION C: CONTRACT CLAUSES

1. FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT

2018) AND ALTERNATE 1 (JAN 2017)

GSA has a deviation, 552.212-4 Contract Terms and Conditions – Commercial Items, to revise certain paragraphs of FAR clause 52.212-4. The full text clause of FAR 52.212-4, to include the deviation GSAR 552.212-4, is provided under paragraph 1.1 below, and provides terms and conditions for only the supplies and services provided for under this contract utilizing a firm fixed price.

Text below in red font is tailored language that is provided in-line here, but is incorporated into the contract as addenda to the 52.212-4 clause under Section C, Paragraph 5.

1.1 GSAR 552.212-4 Contract Terms and Conditions—Commercial Items (Feb 2018) (Deviation FAR 52.212-4 (Oct 2018))

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance.

The Government will have fifteen (15) business days to complete the review of each deliverable and accept or reject the deliverable by giving written notice. When the Government fails to complete the review within the review period, the deliverable shall become acceptable, unless an extension of the review period is required. In the event of rejection of any deliverable, the Contractor shall be so notified in writing by the Government COR or CO, giving the specific reason(s) for the rejection. The Contractor shall have five (5) business days to correct the rejected deliverable and return it to the Government COR or CO. The Contractor shall be allowed one (1) resubmission of deliverables. (Tailored paragraph)

The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights, to include deliverables that become acceptable due to failure of the Government to meet the fifteen (15) business days review period-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(The Solicitation) Page 9 of 43

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices.

An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted

(The Solicitation) Page 10 of 43 correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) The due date for making invoice payments by the designated payment office is the later of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(The Solicitation) Page 11 of 43

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(The Solicitation) Page 12 of 43

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower

(The Solicitation) Page 13 of 43 protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements – Unenforceable Clauses paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements –Unenforceable Clauses provision.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such language, provision, or clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(The Solicitation) Page 14 of 43

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(w) Commercial supplier agreements unenforceable clauses. When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR 12).

(ii) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms.

(A) After award, the contractor may unilaterally revise commercial supplier agreement terms: if they are not material. A material change is defined as:

(The Solicitation) Page 15 of 43

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes) through the Disputes clause at 552.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor’s expense, without reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government’s prior approval, except as expressly permitted under subparagraph (b) of this clause.

(The Solicitation) Page 16 of 43

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.”

Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency.

(End of clause)

2. Addendum to FAR 52.212-4 — Other Required Clauses

2.1 FAR 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://www.acquisition.gov

[Contracting Officer check as appropriate.]

NUMBER TITLE DATE

☒ FAR 52.204-13 System for Award Management Maintenance OCT 18

☒ FAR 52.204-18 Commercial and Government Entity Code Maintenance AUG 20

☒ FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems JUN 16

☒ FAR 52.204-25 FAR 52.204-25, Prohibition on Contracting for Certain

Telecommunications and Video Surveillance Services or

Equipment

AUG 19

(The Solicitation) Page 17 of 43

3. Addendum to FAR 52.212-4 — Discretionary use of FAR Clauses

3.1 FAR 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011).

(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.

(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:

(1) When no longer needed for contract performance.

(2) Upon completion of the Contractor employee’s employment.

(3) Upon contract completion or termination.

(c) The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

(End of clause)

3.2 52.217-8 Option to Extend Services.

OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within three (3) months of the expiration of the contract.

(The Solicitation) Page 18 of 43

4. Addendum to FAR 52.212-4 — Discretionary use of GSAR Clauses

4.1 By Reference:

552.204-70, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (DEVIATION I)(AUG 2019)

4.2 Full Text Clauses:

552.204-9 Personal Identity Verification Requirements (Jul 2020).

(a) The Contractor shall comply with GSA personal identity verification requirements, available at https://www.gsa.gov/hspd12, if Contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

(b) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

4.3 552.212-71 Contract Terms and Conditions Applicable to GSA Acquisition of Commercial Items (May 2019)

(a) The Contractor agrees to comply with any clause that is incorporated herein by reference to implement agency policy applicable to acquisition of commercial items or components. The clause in effect based on the applicable regulation cited on the date the solicitation is issued applies unless otherwise stated herein. The clauses in paragraph (b) of this section are incorporated by reference:

(b) Clauses.

__X_ 552.203-71 Restriction on Advertising

__X_ 552.211-73 Marking

__X_ 552.215-70 Examination of Records by GSA

__X_ 552.229-70 Federal, State, and Local Taxes

__X_ 552.237-71 Qualifications of Employees

(End of Clause)

(The Solicitation) Page 19 of 43

5. Addendum to FAR 52.212-4 — Additional Clauses

5.1 Payment/Contract Type

(a) Contractors will receive consideration for all services provided under this contract in accordance with the agreed upon price proposal incorporated into the contract at award. Unless expressly stated in the price proposal and funded under the contract, the Government will not make any direct payment or reimbursement to a Contractor for contract supplies or services. The Government is authorized under FASTA, Section 14(C)(2) to “enter into no cost, non-appropriated contracts for expert commercial real estate services to carry out the Federal agency’s responsibilities pursuant to the recommendations.” Those services shall be provided at a firm-fixed price of $0.00.

Consistent with commercial real estate industry brokerage agreements, broker fee for brokerage services will be contingent on the closing of property sale(s) and deducted from the proceeds from the sale. The broker fee disbursed to the Contractor through the proceeds from the sale will follow the Contractor’s incorporated price proposal.

5.2 Labor Requirements

(a) The contractor shall maintain a project manager or account executive as key personnel.

(b) The project manager or account executive who will be assigned to the portfolio sale must have a minimum of ten (10) years’ experience in providing commercial real estate brokerage services to clients. Within the last five (5) years, this individual must have been part of a team that represented parties in at least three (3) relevant completed purchase or sale transactions, for a portfolio of properties valued at a minimum of $100 Million.

(c) No substitution of the “Key Personnel” shall be made without prior written approval of the Contracting Officer. In the event the key person named in the incorporated proposal is unable to perform, the Contractor shall promptly submit to the Contracting Officer a written detailed explanation of the circumstances necessitating a substitution, including all necessary information on the qualifications of the proposed substitute. The qualifications of the proposed substitute must be equal to the qualifications of the key person being replaced.

(d) If the contractor cannot provide a substitute key personnel that is equally qualified, then the Government may terminate the contract under 52.212-4(l) Termination for the Government’s convenience or 52.212-4(m) Termination for Cause.

5.3 Qualifications for Contractor’s Firm

(a) The Contractor shall have been in business a minimum of five (5) years.

(b) The Contractor will be required to have state-licensed real estate brokers in each state that a property is located (i.e., California, Colorado, Idaho, Maryland, New Jersey, (The Solicitation) Page 20 of 43

Pennsylvania, and Washington). Several U.S. states have reciprocal arrangements for recognizing and granting licenses to real estate licensees from other states, but each state is different and has its own real estate laws and licensing requirements. The Contractor is responsible to verify and follow such requirements before undertaking transactions in another state.

5.4 Representation and Conflicts of Interest

(a) General. Subpart 9.5 of the Federal Acquisition Regulation, 48 C.F.R. 9.5, prescribes responsibilities, general rules, and procedures for identifying, evaluating, and resolving organizational conflicts of interest.

(b) Purpose. The purpose of this clause is to avoid, neutralize, or otherwise mitigate organizational conflicts of interest that might exist related to a Contractor’s performance for the brokerage services required by this contract. Such conflicts may arise in situations including, but not limited to: a Contractor’s participation as an offeror or representative of an offeror, in a procurement in which it has provided assistance in the preparation of the Government’s requirements and specifications; a Contractor’s providing advisory assistance to the Government in a procurement in which the Contractor’s firm, or one which the Contractor represents, is an actual or potential offeror; and a Contractor’s participation, as an offeror or representative of an offeror, in a procurement where the Contractor has obtained confidential or proprietary information relating to competing offerors as a result of the Contractor’s work on prior task orders.

(c) Definitions. For purposes of this clause

(d) “Contractor” means an individual or other legal entity that: Directly or indirectly (e.g.

through an affiliate), submits offers for or is awarded, or reasonably may be expected to submit offers for or be awarded, a Government contract, including a contract for carriage under Government or commercial bills of lading, or a subcontract under a Government contract; or Conducts business, or reasonably may be expected to conduct business, with the Government as an agency or representative of another contractor, and Includes the Contractor; any of the Contractor’s parents, affiliates, or other entities in which the Contractor or such parents or affiliates have a financial interest; successors in interest to the Contractor or any of its parents or affiliates;

proposed consultants or subcontractors at anytier; and employees thereof.

(e) “Parent” means a business concern, organization, or individuals that has/have a controlling interest in another business concern, organization, or individual. Controlling interests include, but are not limited to, ownership of more than one-half interest.

(f) “Affiliates” means a business concern, organization, or individuals that, directly or indirectly, (1) either one controls or has the power to control the other, or (2) a third party controls or has the power to control both. Control includes, but is not limited to, interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity organized following the debarment, suspension, or proposed debarment of a Contractor which has the same or similar management, ownership, or principal employees as the contract that was debarred, suspended, or proposed for debarment.

(The Solicitation) Page 21 of 43

(g) Restrictions. As a condition of its award of this contract and in addition to other requirements of this contract regarding Contractors ethics program and reporting requirements, and the safeguarding of information, the Contractor agrees:

(1) The Contractor s must competently and aggressively represent the Government’s fiduciary interests and intentions, including all terms and conditions of payment that have been mutually agreed to between GSA and the Contractor for brokerage services.

(2) The Contractor shall not act as a dual or intermediary agent.

(3) That none of the Contractor’s personnel, (including without limitation, employees, consultants or subcontractors) may participate as both a GSA representative and as a representative of an offeror on a transaction for any of the high value asset properties.

(4) That any person performing services under this Contract shall be and remain, during the term of this Contract, ineligible to share in any fees or commissions received by or payable to Contractor by virtue or Contractor's representation of a building owner, representative, lessor or other third-party in a hold over agreement involving the Government at any HVA; provided,any such person shall be entitled to share in any payment made to Contractor under this Contract.

(5) That all personnel performing under this Contract may be required to execute such Confidentiality and Nondisclosure Agreements, or other documents which the Contracting Officer, in his/her sole discretion, may require in order to protect the proprietary nature or confidentiality of information provided by the Government or otherwise received by the Contractor in connection with its work under this Contract. Such Agreements or documents may provide that violations of their terms may result in criminal and civil penalties in accordance with, among other laws and regulations, 41 U.S.C. §423. Failure of the Contractor to provide required Agreements or documents under this paragraph from all required personnel may result in termination of Contractor's work under the task order at issue at no cost to the Government. Repeated violations may result in the termination of this Contract.

(6) That all personnel performing services under this Contract will treat any and all information generated and received in connection with their work as proprietary and confidential, continue to do so in perpetuity, and disclose and utilize such information only in connection with their work under the Contract.

(7) That in the event that the Contractor knowingly withholds the existence of a conflict of interest from the Government, that the Contracting Officer may terminate this Contract at no cost to the Government; provided that the foregoing shall be in addition to all other remedies and causes of action which the Government may have against the Contractor, including the suspension and/or debarment of the Contractor.

(8) To include this Conflict of Interest clause, including this subparagraph, in all of Contractor's subcontracts at all tiers (appropriately modified to preserve the Government's interests hereunder) which involve the performance of work by subcontractors in support of this Contract.

(9) That, in addition to the remedies enumerated above, the Government may terminate this Contract for cause in the event of Contractor's breach of any of the above restrictions.

(The Solicitation) Page 22 of 43

(10) Conflict of Interest Procedures. The Contractor shall submit Section F, Exhibit 1 (Organizational Conflict of Interest Agreement) and Section F, Exhibit 2 (Individual Conflict of Interest and Non-Disclosure Agreement) to the CO prior to the issuance of Notice to Proceed under the base contract award for Contractor or subcontractor personnel, who will perform services in connection with the contract.

If additional personnel are assigned to the contract at a later date, a non-disclosure/conflict of interest statement shall be provided to the CO prior to their starting work on any task order

5.5 Place of Performance

(a) Work will be performed at the Contractor’s offices or normal telework location and depending on the task(s) required, at the properties or vicinity. Meetings with the Contractor will be conducted at a mutually agreed upon GSA Office, via teleconference, or at one of the properties included in the portfolio.

5.6 Unauthorized Commitment

(a) The Government PM or any other client representative is not authorized to change any of the terms and conditions of the resultant agreement. If changes to the terms and conditions under the contract are necessary they will be made by the Contracting Officer under the appropriate authority or through mutual agreement between the individuals authorized to modify the terms and conditions of this contract.

5.7 Personal Services

(a) This is a "non-personal services contract" as defined in FAR 37.101. It is therefore understood and agreed that the Contractor and/or Contractor employees: (1) shall perform the services specified herein as independent Contractors, not as employees of the Government; (2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, and/or financial requirements or constraints attendant to the performance of the contract; (3) shall be free from supervision or control by any Government employee, but (4) shall, pursuant to the Government's right and obligation to inspect, accept, or reject the work, comply with such general direction of the Contracting Officer or the duly authorized representative of the Contracting Officer as necessary to ensure accomplishment of contract objectives.

5.8 Controlled Unclassified Information (CUI) and Sensitive But Unclassified (SBU) Information

(a) Sensitive But Unclassified (SBU) building information is contained in any document with information that is sufficiently sensitive to warrant some level of protection from disclosure but does not warrant classification.

(The Solicitation) Page 23 of 43

(b) Controlled Unclassified Information (CUI) is unclassified information that required safeguarding and dissemination control pursuant to law, regulation, or Government-wide policy, as listed in the CUI Registry by the National Archives and Records Administration (NARA).

(c) Anyone responsible for GSA-controlled space or for managing or procuring Government owned, space on behalf of GSA, must follow 3490.2 PBS P Document Security for Sensitive But Unclassified Building Information. The order prescribes protection of SBU Building Information uniformly across the GSA user community and provides consistent guidance to GSA associates, contractors, and subcontractors about what GSA considers to be SBU Building Information and how to safeguard it.

The SBU policy will remain separate due to its unique nature, but is considered part of the CUI Program at GSA

5.9 Security

(a) The Contractor shall comply with FAR 52.204-9 Personal Identity Verification of Contractor Personnel (Jan 2011) and GSAM 552.204-9 Personal Identity Verification Requirements (Oct 2012):

(1) The contractor shall comply with GSA personal identity verification requirements, identified at http://www.gsa.gov/hspd12, if contractor employees require access to GSA controlled facilities or information systems to perform contract requirements.

(2) The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have access to a GSA-controlled facility or access to a GSA-controlled information system.

5.10 Government Points of Contact

(a) GSA Contract Specialist

Kristin O’Neil Contract Specialist (CS) Acquisition Management Division (1PQB) 10 Causeway St.

Boston, MA 02222 kristin.oneil@gsa.gov

(b) GSA Project Manager

John Dugan U.S. General Services Administration 10 Causeway St.

Boston, MA 02222 John.Dugan@gsa.gov

(c) GSA Contracting Officer’s Representative

(T…