Local Legal Council Real Estate – Melbourne

⁠⁠⁠Overview

The U.S. Embassy & Consulates in Australia is seeking local legal counsel services in relation to the acquisition of real property in Melbourne, Australia. The United States Government (USG) is seeking to acquire, through long-term lease or purchase, a commercial office property for use as its Chancery in Melbourne.

Scope

The scope includes:

• Guidance in the acquisition process relating to the applicable laws in the host country
• Document drafting and revising
• Assistance in negotiations, if needed
• Property title searches and certifications
• Proper closing and registration of the transaction with the host government, and compilation and submission of the document closing package (hard copy and digital) to the USG

With Respect to Acquisition by Purchase

• Deliver a detailed written explanation of the legal and administrative process for transferring real property, including any host government notification requirements, additional approvals or certifications, an estimate of the time from contract signing to title transfer and registration, and identification of actions mandatory under law as distinct from local custom or practice
• Define the legal interests in real property that can be acquired under national and local laws, and confirm whether the USG has the right to a fee simple acquisition of the property in question
• Advise, taking into account international law (including the Vienna Convention on Consular and Diplomatic Relations) and local law, whether the USG is entitled to any exemption, refund, reimbursement or other privilege regarding taxes, fees, costs, duties or charges, and assist the USG in applying for any applicable waivers, registration, transfer, or sales tax exemptions
• Review USG-supplied documents, including a non-binding letter of intent and other supplied documents, provide advice on their acceptability under local law and practice, and propose revisions as needed
• Review a draft Model Lease, Option Agreement, or Conditional Purchase Agreement, recommend revisions to conform to local law and protect USG interests, and where revisions are required, prepare a revised version of the agreement together with a written explanation of the basis for the revisions
• If requested, draft a purchase contract or other conveyance vehicle that fully protects USG interests and forward it to the USG for review
• Deliver a written opinion on title based on a title search of properties identified by the USG, confirm that plot plans or surveys attached to title deeds accurately reflect the title deed descriptions, advise on encumbrances or defects in title, retrieve title/deed/survey documents from the appropriate local authority as required, provide a written property title report, and retain a competent technical specialist to complete a survey where one does not exist that clearly defines property boundaries and encroachments (subject to USG approval of any additional reimbursable cost); the USG will provide a survey Scope of Work template for prospective survey firms
• Review any applicable condominium or homeowner regulations for the property and identify restrictions or limitations on the USG's interest in buying, owning, using, operating, modifying, and selling the property
• Retain and fully compensate a Notary Public at market rate (subject to USG approval) and coordinate settlement of the transaction with the Notary Public in accordance with local laws and customary real estate practices
• Identify costs typically paid by each party in a sale of real estate, distinguish costs mandated by law from those that are negotiable or based on custom or practice, and suggest commonly used terms or cost sharing arrangements
• Identify and eliminate any potential charges to the USG for Goods and Sales Tax, VAT, or other taxes or duties in connection with the transfer and registration of title
• Provide advice on whether currency laws or other regulations restrict the USG's ability to pay or remit funds within the country or overseas in any currency, and on typical current industry custom
• As appropriate, prepare and register the documents required for the transfer and registration of title in favour of the USG
• Provide prompt written legal advice and opinions on specific questions raised by the USG during the purchase, title preparation, registration, closing and post-closing process
• Retain and fully compensate a qualified, certified translator to translate into English any transaction documents (including contracts, surveys, approvals, and registration materials) not originally drafted in English
• As necessary and at the USG's request, retain technical specialists or other specialised attorneys required to complete the acquisition, with any additional reimbursable professional cost subject to USG approval in advance
• Provide any other services not specifically noted but needed by the USG to contract for, receive approval of, and settle the proposed transaction
• Perform and submit a Pre-purchase Certification as outlined in Volume 15 of the U.S. Foreign Affairs Manual 432.4
• Prepare and submit a Post-purchase Certification as outlined in Volume 15 of the U.S. Foreign Affairs Manual 432.5
• Participate in related meetings and/or negotiations, as needed

With Respect to Acquisition by Lease and Fit-out of Commercial Office Space

• Assist with review of proposed transactional documentation (heads of agreement, agreement for lease, lease documentation, incentive deeds, fit-out plans, etc.) and advise the USG
• Assist with negotiation and lease documentation, which may include review of the Department of State model lease, negotiations, title search, host country approval, Pre-Lease Signing Certification, and preparation/registration of transfer documents
• Provide prompt written legal advice and opinions on specific questions raised by the USG from notice to proceed and throughout the lease term

General

• Submit invoices to the USG not less frequently than monthly, with separate accounting and billing for each property
• Not file any document or participate in any legal or quasi-legal proceeding on behalf of the USG without the USG's express permission

Contract Terms and Conditions

• This is expected to be a multi-year acquisition effort, with a commensurate period of performance

Location

• Location: Melbourne, Metropolitan Melbourne, VIC
• Map: View on Google Maps