Solicitation RFQ No.19KS7025Q0005-Legal Advisory Services for OBO Projects.pdf

U.S. Embassy Seoul General Services Office

Tel. 02-397-4754 Fax: 02-397-4744

Date: February 11, 2025

To: Prospective Quoters, Subject: Request for Quote number 19SKS7025Q0005, Legal Advisory Services

Enclosed is a Request for Quote (RFQ) for Legal Advisory Services for in Korea.

Please find the instructions in Section J of the solicitation, complete the required portions of the attached document, and submit it in electronic format to the Contracting office as shown on the block 5A of the Standard Form18 that follows this letter.

Offers are due by February 26, 2025 at 17:00 Korea Standard Time. No offer will be accepted after this time. Only the electronic submission of these materials will be accepted. Please email your offers addressed only the Contracting Office at SeoulProposals@state.gov.

Any questions concerning the solicitation should be submitted in writing by February 14, 2025 at 17:00, Korea Standard Time via email to at SeoulProposals@state.gov.

It is important to make sure the submission is made in specific size and format; in MS- Word 2007/2010 or MS-Excel 2007/2010 or Adobe Acrobat (pdf) file format. The file size must not exceed 30MB. If the file size should exceed the 30MB, the submission must be made in separate files and attached to separate emails with less than 30MB each.

In order for a quote to be considered, you must also complete and submit the following:

Volume 1: Offer with price

1. Completed SF-18

2. Section A, Pricing

3. Section L Representations and Certifications

4. Proof of SAM Registration

Volume 2: Offer without price

5. Management information as required in Section J.

Offerors shall be registered in the SAM (System for Award Management) database at https://www.sam.gov prior to submittal of their offer/proposal as prescribed under FAR 4.1102.

Failure to be registered at time of proposal submission may deem the offeror’s proposal to be considered non-responsible and no further consideration will be given. Therefore, offerors are highly encouraged to register immediately if they are interested in submitting a response to this requirement.

Sincerely, Joshua M Lamb Contracting Officer

TABLE OF CONTENTS

SF-18 COVER SHEET

A. PRICING

B. STATEMENT OF WORK

C. PACKAGING AND MARKING

D. INSPECTION AND ACCEPTANCE

E. DELIVERIES AND PERFORMANCE

F. CONTRACT ADMINISTRATION DATA

G. SPECIAL TERMS AND CONDITIONS

H. CLAUSES

I. LIST OF ATTACHMENTS

J. INSTRUCTIONS ON HOW TO SUBMIT A QUOTATION

K. EVALUATION CRITERIA

L. REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS

REQUEST FOR QUOTE

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDE

PAGE OF PAGES

4/43

1. REQUEST NO.

19KS7025Q0005

2. DATE ISSUED

3. REQUISITION/PURCHASE REQUEST NO.

4. CERT. FOR NAT. DEF. UNDER BDSA

REG. 2 AND/OR DMS REG. 1

RATING

5A. ISSUED BY

Contracting Office, American Embassy, Seoul, Korea (Email: SeoulProposals@state.gov)

6. DELIVER BY (Date)

5B. FOR INFORMATION CALL: (Name and telephone no.) (No collect calls) 7. DELIVERY

FOB DESTINATION OTHER

(See Schedule)

NAME

Joshua M Lamb

TELEPHONE NUMBER

AREA CODE

NUMBER

397-4754

8. TO: 9. DESTINATION

a. NAME

b. COMPANY

a. NAME OF CONSIGNEE

GSO-PUR, American Embassy Seoul

c. STREET ADDRESS

b. STREET ADDRESS

188, Sejongdaero, Jongno-gu

d. CITY

e. STATE f. ZIP CODE c. CITY

Seoul

d. STATE

Korea

e. ZIP CODE

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5A ON OR BEFORE

CLOSE OF BUSINESS (Date)

IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5A. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

1 Legal Advisory Service, as specified in the statement of work in Section B

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS

b. 20 CALENDAR DAYS

c. 30 CALENDAR DAYS

d. CALENDAR DAYS

NUMBER %

NOTE: Additional provisions and representations are are not attached.

13 NAME AND ADDRESS OF QUOTER

14 SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

15 DATE OF QUOTATION

a. NAME OF QUOTER

b. STREET ADDRESS

16. SIGNER

c. COUNTY

a. NAME (Type or print)

b. TELEPHONE

d. CITY

e. STATE

f. ZIP CODE

c. TITLE (Type or print)

AREA CODE

NUMBER

SECTION A – PRICES

A.1 Value Added Tax

VALUE ADDED TAX (VAT). The Government will not reimburse the Contractor for VAT under this contract. The Contractor shall not include a line for VAT on Invoices as the U.S. Embassy has a tax exemption certificate with the host government.

A.2 CONTRACT TYPE

The Contractor shall perform all work required in Section B for various projects required by U.S. Embassy Seoul. This is an indefinite delivery, indefinite quantity (I.D.I.Q.) labor-hour purchase order with fixed hourly rates. The Contracting Officer shall order work on individual properties through task orders. The hourly rates stated in this purchase order shall include all direct and indirect costs, insurance, overhead, general and administrative expense, and profit. The performance period will be one base year plus two option years for a total of three years.

A.3 PRICES

The Government will issue task orders to the Contractor on a firm fixed price basis. In establishing the fixed price for individual task orders, the Government will use the fixed hourly labor rates listed below.

Base Period:

Estimated Hours x Hourly Rate Ceiling Price Attorney Services 200 hrs

First Option Period:

Second Option Period:

Grand Total Price: _______________________

A.4 MINIMUM AND MAXIMUM AMOUNTS

During this contract period, the Government shall place orders totaling a minimum of $10,000. This reflects the contract minimum for the entire period of performance. The amount of all orders shall not exceed $240,000. This reflects the contract maximum for the entire period of performance.

SECTION B – STATEMENT OF WORK

1. INTRODUCTION

1.1. Provide legal services in support of the U.S. Government (USG) in the acquisition of real property and the development of real property located in Seoul, South Korea, for use partially for diplomatic office space and partially for other purposes including an exchange of real property. This may include, but is not limited to, legal services and advice in support of strategy development, negotiations, contract/agreement language, legal due diligence, sales, purchases, leases, licenses, and exchanges, zoning applications, advising of common business practices, government agreements, structure of the agreement between the two parties, interactions/agreements with local and national government, and review/drafting of contracts, formal government communications, agreements, and applications for both existing and proposed or anticipated real property transactions and developments.

2. SCOPE DESCRIPTION

2.1. Deliver a detailed written explanation of the legal and administrative process for transferring real property (including 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); provide an estimate of how long it typically takes from contract signing to title transfer and registration; and identify actions mandatory under law as distinguished from actions done as matter of local custom or practice.

2.2. Review existing agreements for the purchase, sale, or exchange of real property, and provide comments/advice/assistance on issues that may be anticipated or may arise related to terms in the agreements.

2.3. Define the legal interests in real property that can be acquired by the USG under national and local laws, specifically confirm that the USG has the right to a fee simple acquisition of the property in question.

2.4. Review USG draft agreements and recommend revisions as necessary to be applicable to a property exchange or other transaction structures, to conform to local law and custom, and protect the USG’s interests.

2.5. Summarize the costs that are customarily paid by each of the parties in the transaction. Identify costs paid by each party in a typical sale of real estate. Identify 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.

2.6. Advise and assist in applying for host country approval, if required, and waivers of registration taxes/expenses to which we are entitled based on our special status under the Vienna Convention.

2.7. Assist in preparing and registering all appropriate documents required for the formal transfer of interests in the property.

2.8. Review any applicable condominium or homeowner regulations for property to be acquired and identify any restrictions or limitations to the interest of the USG in buying, owning, using, operating, modifying, and selling any property.

2.9. Retain and fully compensate a Notary Public (or similar local professional as required) at the market rate (subject to the USG’s approval) for those services and coordinate settlement of the transaction with the Notary Public consistent with local laws and customary real estate practices.

As appropriate, prepare and register the documents required for the transfer and registration of title in favor of the USG.

2.10. Taking rights under international law, including the Vienna Convention on Consular and

Diplomatic Relations, and local law into account, advise whether the USG is entitled to any exemption, refund, reimbursement or other privilege regarding payment of any taxes, fees, costs, duties or charges. Assist the USG in applying for any waivers of the same as well as for registration, transfer, or sales taxes or charges to which the USG is entitled or eligible under the Vienna Convention or local law. Review and/or propose language for contract solicitations to ensure that the USG does not incur unnecessary costs for the same when engaging local vendors for goods and services.

2.11. Provide advice and details on whether currency laws or other regulations restrict the ability of the USG to pay or remit funds within country or overseas in any currency.

2.12. As appropriate, prepare and register the documents required for the transfer and registration of title in favor of the USG.

2.13. Perform a title search of property to be acquired. Confirm that the metes and bounds of the boundary survey conforms with the appropriate deeds and that the seller holds free, clear, and unencumbered title to the property.

2.14. Deliver a written opinion on title based on a title search of properties to be acquired by the

USG. Confirm that plot plans or surveys attached to the title deeds reflect accurately the description in the title deeds. Advise on 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. As necessary, the attorney shall retrieve requested title/deed/survey document(s) from the appropriate local authority in order to conduct and provide a written property title report. 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.

2.15. Perform legal due diligence of the title research for the purpose of selling / transferring property including:

2.15.1. Provide property addresses and land registry numbers;

2.15.2. Review any original USG provided documents that conveyed a property interest to the USG originally, and report if there are any limitations on how the property may be disposed of;

2.15.3. Perform a title search for each disposal property. 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;

2.15.4. Provide a report that details any title discrepancies to the U.S. Embassy and OBO immediately once a title search is performed. Include the description of the problem, the path to resolution, and the timeline to resolve;

2.15.5. 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; and

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

2.17. Assist the USG in reviewing and completing the process and documents necessary to close the transactions.

2.18. Pre-sale Certification: Deliver a pre-sale certification by providing a letter of opinion, in English, that the verification and the engineer’s or land surveyor’s report have been compared with the existing title record. The letter must certify that:

2.18.1. 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;

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

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

2.18.4. 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 buyer, 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;

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

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

2.18.7. If there are issues relevant to subparagraphs a-e 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.

2.19. Post-sale Certification: Upon completion of the sale, a certification in the form of a written letter of opinion, in English, stating that:

2.19.1. The deed is in the form approved and uniformly used in the country;

2.19.2. The deed has been filed, recorded, and registered in accordance with local law, and the

United States of America has now transferred the title to the buyer; and

2.19.3. All steps necessary to ensure transfer of title is without any encumbrances remaining in the name of the United States of America.

2.20. Pre-purchase certification: Perform and submit a pre-purchase certification, as outlined in U.S. Foreign Affairs Manual (to be provided). Including, but is not limited to:

2.20.1. 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;

2.20.2. The field verification of the existing title records reveals that:

2.20.2.1. No discrepancies exist in measurement of boundaries or land areas; or

2.20.2.2. 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

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

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

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

2.21. Post-purchase Certification: Prepare and submit a post-purchase certification, as outlined in the U.S. Foreign Affairs Manual (to be provided). Including, but is not limited to:

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

2.21.2. 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

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

NOTE: If the attorney does not deem themselves capable of verifying existing land surveys in order to deliver the certifications described above, they shall be responsible for retaining and compensating whatever additional professional assistance is needed to deliver that certification. The cost of retaining additional professional assistance, if necessary, shall be included in the attorney’s bid.

2.22. Provide prompt written legal advice and opinions on specific questions presented by the USG from time to time during the purchase, sale, exchange, title preparation, registration, closing and post-closing process.

2.23. Retain and fully compensate a qualified, certified translator to translate into English any of the transaction documents, including contracts, surveys, approvals, rules, regulations, laws, and registration materials, that are not originally available in or drafted in English.

2.24. As necessary, and at the USG’s request, retain any technical specialists or other specialized attorneys required to complete the USG’s 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.

2.25. Provide any and all other services that are not specifically noted above but are needed by the

USG to contract for, receive approval of, and settle any proposed transaction.

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

2.27. Provide advice and counsel on topics related to the development of real property as needed, including but not limited to zoning, environmental regulations, contracting, permitting and enforcement.

SECTION C - PACKAGING AND MARKING

Packaging and marking shall follow commercial practice.

Deliverable items other than letter reports shall be three-hole punched and bound with screw-type binders and rubber bands.

SECTION D -INSPECTION AND ACCEPTANCE

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. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

CLAUSE TITLE AND DATE

52.246-6 INSPECTION—TIME AND MATERIAL AND LABOR-HOUR (MAY 2001)

SECTION E - DELIVERIES AND PERFORMANCE

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. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

52.242-15 STOP-WORK ORDER (AUG 1989)

SECTION E -CONTRACT ADMINISTRATION DATA

F.1. CONTRACTING OFFICER’S REPRESENTATIVE.

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

(a) The Contracting Officer may designate in writing one or more Government employees, by name or position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer’s Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR for this contract is the Facility Manager.

F.2 INVOICING AND PAYING INSTRUCTIONS

a. The Contractor shall submit the invoice in the original and three copies to the designated billing address indicated below. The COR will determine if the invoice is complete and proper as submitted. The COR also will determine if billed services have been satisfactorily performed. If the amount billed is incorrect, the COR will, within seven days, request the Contractor to submit a revised invoice.

b. The Contractor shall specifically identify the last invoice as "Final Invoice." The final invoice shall include the remaining payments due under the basic contract and any and all modifications issued.

c. Contractor shall mail the invoices to:

SeoulFMCinvoice@state.gov

SECTION G - SPECIAL CONTRACT REQUIREMENTS

G.1 PERMITS

Without additional cost to the Government, the Contractor shall obtain all permits, licenses, and appointments required for this contract.

G.2 RELEASE OF INFORMATION

All information furnished to the Contractor and developed by the Contractor in connection with this transaction shall be considered privileged. The Contractor shall make no public announcements, including news or press releases about this contract.

G.3 TASK ORDERS

Task Orders under this Purchase Order shall be issued on OF 347 and shall include, but not be limited to the following information:

(a) Name of Contractor

(b) Purchase Order number and date

(c) Task order number

(d) Description of services to be performed

(e) Estimated number of hours

(f) Hourly rate and ceiling price

(g) Specific property under consideration

The Contracting Officer may place orders orally, telephonically, by facsimile, or in writing. The Contracting Officer will confirm oral orders in writing within three calendar days.

SECTION H - CONTRACT CLAUSES

H.1 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. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

52.202-1 DEFINITION (JUN 2020)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (JUN 2020)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE

(JUN 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATION AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

52.204-27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020)

52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (NOV 2023)

52.222-50 COMBATTING TRAFFICKING IN PERSONS (OCT 2020)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE

DRIVING (JUN 2020)

52.225-5 TRADE AGREEMENTS (NOV 2023)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT (FEB 2000)

52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS (DEC 2007)

52.232-25 PROMPT PAYMENT (JULY 2013)

52.232-32 PERFORMANCE–BASED PAYMENTS (APR 2012)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD

MANAGEMENT (OCT 2018)

52.233-1 DISPUTES (JULY 2002)

52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (SEPT 2000)

52.245-1 GOVERNMENT PROPERTY (SEP 2021)

52.246-26 REPORTING NONCONFORMING ITEMS (JUN 2020)

52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT

FORM) (APR 1984)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

52.249-14 EXCUSABLE DELAYS (APR 1984)

H.2 FEDERAL ACQUISITION REGULATION CLAUSES PROVIDED IN FULL TEXT

52.213-4 TERMS AND CONDITIONS—SIMPLIFIED ACQUISITIONS (OTHER

THAN COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES) (NOV 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses that are incorporated by reference:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(ii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(iii) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(iv) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328), unless the agency grants an exception - see paragraph (b) of 52.204-27.

(v) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

(viii) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(ix) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(x) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C.3553).

(xi) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) ( Pub. L. 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(2) Listed below are additional clauses that apply:

(i) 52.232-1, Payments (APR 1984).

(ii) 52.232-8, Discounts for Prompt Payment (FEB 2002).

(iii) 52.232-11, Extras (APR 1984).

(iv) 52.232-25, Prompt Payment (JAN 2017).

(v) 52.232-39, Unenforceability of Unauthorized Obligations (JUN 2013).

(vi) 52.233-1, Disputes (MAY 2014).

(vii) 52.244-6, Subcontracts for Commercial Products and Commercial Services (NOV 2023).

(viii) 52.253-1, Computer Generated Forms (JAN 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless the circumstances do not apply:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

(ii) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN

2020)(Pub. L. 109-282) ( 31 U.S.C. 6101 note) (Applies to contracts valued at or above the threshold specified in FAR 4.1403(a) on the date of award of this contract).

(iii) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (NOV 2023) (E.O.

13126) (Applies to contracts for supplies exceeding the micro-purchase threshold, as defined in 2.101 on the date of award of this contract).

(iv) 52.222-20, Contracts for Materials, Supplies, Articles, and Equipment., Contracts for Materials, Supplies, Articles, and Equipment (JUN 2020) ( 41 U.S.C.chapter 65) (Applies to supply contracts over the threshold specified in FAR 22.602 on the date of award of this contract, in the United States, Puerto Rico, or the U.S. Virgin Islands).

(v) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

(vi) 52.222-36, Equal Employment for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793) (Applies to contracts over the threshold specified in FAR 22.1408(a) on the date of award of this contract, unless the work is to be performed outside the United States by employees recruited outside the United States). (For purposes of this clause, "United States" includes the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.)

(vii) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

(viii) 52.222-41, Service Contract Labor Standards (AUG 2018) ( 41 U.S.C. chapter 67) (Applies to service contracts over $2,500 that are subject to the Service Contract Labor Standards statute and will be performed in the United States, District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, or the outer Continental Shelf).

(ix)

(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C. chapter 78 and E.O. 13627) (Applies to all solicitations and contracts).

(B) Alternate I (MAR 2015) (Applies if the Contracting Officer has filled in the following information with regard to applicable directives or notices: Document title(s), source for obtaining document(s), and contract performance location outside the United States to which the document applies).

(x) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN

2022) (Applies when 52.222-6 or 52.222-41 are in the contract and performance in whole or in part is in the United States (the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, and the outer Continental Shelf as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.))).

(xi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706) (Applies when 52.222-6 or 52.222-41 are in the contract and performance in whole or in part is in the United States (the 50 States and the District of Columbia.))

(xii) 52.223-5, Pollution Prevention and Right-to-Know Information (MAY 2011) (E.O. 13423) (Applies to services performed on Federal facilities).

(xiii) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693)(applies to contracts for products as prescribed at FAR 23.804(a)(1)).

(xiv) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693) (Applies to maintenance, service, repair, or disposal of refrigeration equipment and air conditioners).

(xv) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) ( 42 U.S.C.

8259b) (Unless exempt pursuant to 23.204, applies to contracts when energy-consuming products listed in the ENERGY STAR® Program or Federal Energy Management Program (FEMP)) will be-

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a Federally-controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance).

(xvi) 52.223-20, Aerosols (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons as a propellant or as a solvent; or contracts for maintenance or repair of electronic or mechanical devices).

(xvii) 52.223-21, Foams (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons as a foam blowing agent; or contracts for construction of buildings or facilities.

(xviii)

(A) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 67) (Applies to contracts for supplies, and to contracts for services involving the furnishing of supplies, for use in the United States or its outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro-purchase threshold, as defined in 2.101 on the date of award of this contract, and the acquisition-

(1) Is set aside for small business concerns; or

(2) Cannot be set aside for small business concerns (see 19.502-2), and does not exceed $50,000).

(B) Alternate I (OCT 2022) (Applies if the Contracting Officer has filled in the domestic content threshold below, which will apply to the entire contract period of performance. Substitute the following sentence for the first sentence of paragraph (1)(ii)(A) of the definition of domestic end product in paragraph (a) of 52.225-1: (A) The cost of its components mined, produced, or manufactured in the United States exceeds ____ percent of the cost of all its components. [ Contracting officer to insert the percentage per instructions at 13.302-5(d)(4). ])

(xix) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations., Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) ( 42 U.S.C. 1792) (Applies to contracts greater than the threshold specified in FAR 26.404 on the date of award of this contract, that provide for the provision, the service, or the sale of food in the United States).

(xx) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT

2013)(Applies when the payment will be made by electronic funds transfer (EFT) and the payment office uses the System for Award Management (SAM) as its source of EFT information).

(xxi) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (JUL 2013) (Applies when the payment will be made by EFT and the payment office does not use the SAM database as its source of EFT information).

(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV

2021) ( 46 U.S.C. 55305)(Applies to supplies transported by ocean vessels (except for the types of subcontracts listed at 47.504(d)).

(2) Listed below are additional clauses that may apply:

(i) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (NOV

2021) (Applies to contracts when the contractor or a subcontractor at any tier may have Federal contract information residing in or transiting through its information system.)

(ii) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) (Applies to contracts over the threshold specified in FAR 9.405-2(b) on the date of award of this contract).

(iii) 52.211-17, Delivery of Excess Quantities (Sept 1989) (Applies to fixed-price supplies).

(iv) 52.247-29, F.o.b. Origin (FEB 2006) (Applies to supplies if delivery is f.o.b. origin).

(v) 52.247-34, F.o.b. Destination (NOV 1991) (Applies to supplies if delivery is f.o.b.

destination).

(c) 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):

[Insert one or more Internet addresses]

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only 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 may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. The Government must exercise its post acceptance rights-

(1) Within a reasonable period of 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.

(e) 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.

(f) 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 that 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 that reasonably could have been avoided.

(g) 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.

(h) 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.

(End of clause)

52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from April 1, 2025 through March 31, 2030.

(b) All delivery orders or tsk orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered “issued” when –

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor’s fax number; or

(3) If sent electronically, the Government either –

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor’s email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

(End of clause)

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than USD1,000.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of USD20,000.00;

(2) Any order for a combination of items in excess of USD200,000; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirement clause at subsection 52.216- 21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after one year beyond the contract’s effective period.

52.217-8 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. 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 the performance period of the contract.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the performance period of the contract or within 30 days after funds for the option year become available, whichever is later.

(b) If the Government exercises this option, the extended contract shall be considered to include this option provision.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 36 months or three years.

52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond September 30 of the current calendar year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30 of the current calendar year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

H.3 DEPARTMENT OF STATE ACQUISITION REGULATION (DOSAR) CLAUSES

CONTRACTOR IDENTIFICATION (JULY 2008)

Contract performance may require contractor personnel to attend meetings with government personnel and the public, work within government offices, and/or utilize government email.

Contractor personnel must take the following actions to identify themselves as non-federal employees:

1) Use an e-mail signature block that shows name, the office being supported and company affiliation (e.g. “John Smith, Office of Human Resources, ACME Corporation Support Contractor”);

2) Clearly identify themselves and their contractor affiliation in meetings;

3) Identify their contractor affiliation in Departmental e-mail and phone listings whenever contractor personnel are included in those listings; and

4) Contractor personnel may not utilize Department of State logos or indicia on business cards.

652.216-70 ORDERING - INDEFINITE - DELIVERY CONTRACT (DEC 1994)

The Government shall use one of the following forms to issue orders under this contract:

(a) Optional Form (OF) 347, Order for Supplies or Service; OR

(b) Optional Form (OF) 206, Purchase Order, Receiving Report and Voucher.

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

(a) The Contractor warrants the following:

(1) That is has obtained authorization to operate and do business in the country or countries in which this contract will be performed;

(2) That is has obtained all necessary licenses and permits required to perform this contract; and,

(3) That it shall comply fully with all laws, decrees, labor standards, and regulations of said country or countries during the performance of this contract.

(b) If the party actually performing the work will be a subcontractor or joint venture partner, then such subcontractor or joint venture partner agrees to the requirements of paragraph (a) of this clause.

652.243-70 NOTICES (AUG 1999)

Any notice or request relating to this contract given by either party to the other shall be in writing.

Said notice or request shall be mailed or delivered by hand to the other party at the address provided in the schedule of the contract. All modifications to the contract must be made in writing by the Contracting Officer.

SECTION I - LIST OF ATTACHMENTS

The following documents are attached and made a part of this contract:

EXHIBIT A – OBO’S PRELIMINARY DRAFT OF THE SALES (OR LEASE)

AGREEMENT : RESERVED

SECTION J- INSTRUCTION ON HOW TO SUBMIT A QUOTATION

J.1 SUBMISSION OF QUOTATIONS

This solicitation is for the performance of the services described in Section B.

Summary of Instructions

Each quotation must consist of the following physically separate volumes:

Volume Title # of Copies 1 Executed Standard Form 18 and Completed Section A 1 Section L Representations and Certifications Proof of SAM registration

2 Management Information (See below 2) 2

Submit the complete quotation on SF-18 to the Contracting Office at SeoulProposals@state.gov.

The quoter shall state any deviations, exceptions, or conditional assumptions taken regarding this solicitation and explain/justify them in the appropriate volume of the offer.

1. Volume 1 shall contain complete pricing schedules as identified in Section A, including an hourly rate of…