19MX5725 Q 0002 Legal Services 1.doc

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

SF-18 COVER SHEET

SECTION A

PRICING

The United States Government (USG) requires legal services in connection with the disposal of the former United States Consulate Office Building located at Monterrey 141, Col Esqueda in Hermosillo, Mexico.

CONTRACT TYPE

The Contractor shall perform all work required in Section B for legal services required by U.S. Consulate General Hermosillo. This is an indefinite delivery, indefinite quantity labor-hour purchase order with fixed hourly rates.

The services listed below may be requested at any time and not necessarily in the order presented The Contracting Officer shall order work 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.

PRICING

This is a fixed-price indefinite quantity/indefinite delivery contract.

(a) The Contractor shall provide the services at the rates shown below.

(b) The number of service hours specified are estimate only and are not guaranteed by this contract.

(c) The Contractor shall furnish to the Government, when and if ordered, the supplies or services as specified in this contract. Except as specified in the Delivery-Order Limitations clause or in the paragraph below, there is no limit on the number of orders that may be issued/ordered.

(d) The Government will pay the Contractor the fixed price per hour for services described after they have been delivered and received by the Contracting Officer (CO) or the Contracting Officer Representative (COR), along with the required reports and paperwork including a proper invoice.

(e) The prices listed below shall in include all labor, materials, insurance (see FAR 52.228-4 and 52.228-5), overhead, and profit. The Government will not pay any additional expenses.

2.1

CURRENCY

Offerors and payments in U.S. Dollars

U.S. firms are eligible to be paid in U.S. dollars. U.S. firms desiring to be paid in U.S. dollars should submit their offer in U.S. dollars. A U.S. firm is defined as a company which operates as a corporation under the laws of the state within the United States. Local companies are eligible to be paid in U.S. dollars provided that such company has a bank account in U.S. dollars at a Local Bank.

Offerors and payments in Pesos, Mexican Currency

Any firm that is not U.S. firm is a foreign firm. Any local or foreign firm that does not meet the definition of a U.S. firm shall submit its prices and receive payment in local currency unless the foreign or local firm has a U.S. dollar bank account in Mexico.

2.3

VALUE ADD TAX

U.S. Firms

Value Added Tax (VAT) is not applicable to U.S. firms; therefore, it shall not be included in U.S. firms’ rates or invoices.

Local Companies

Value Added Tax (VAT) for offers submitted by local companies, either in U.S. Dollars or in Pesos, Mexican currency, is not included in line-item rates. Instead, it will be priced as a separate amount in the contract and on the Invoices. Local law dictates the portion of the contract price that is subject to VAT; this percentage is multiplied only against that portion.

2.4

PRICING LEGAL MEMORANDUM # 1

The fixed hourly price for the LEGAL MEMORANDUM # 1 of the contract is as follows:

As per paragraph 2.4.1, above, insert currency: ________

2.4.1 LEGAL MEMORANDUM #1

VAT

TOTAL

2.5

PRICING LEGAL MEMORANDUM # 2

The fixed hourly price for the LEGAL MEMORANDUM # 2 of the contract is as follows:

As per paragraph 2.5.1., above, insert currency: ________

2.5.1 LEGAL MEMORANDUM #2

VAT

TOTAL

2.6 PRICING LEGAL MEMORANDUM # 3 / Title Research

The fixed hourly price for the LEGAL MEMORANDUM # 3 of the contract is as follows:

As per paragraph 2.6.1., above, insert currency: ________

2.6.1 LEGAL MEMORANDUM # 3 / Title Research

VAT

TOTAL

2.7

PRICING LEGAL SERVICES: DOCUMENT PREPARATION AND REVIEW

The fixed hourly price for the LEGAL SERVICES: DOCUMENT PREPARATION AND REVIEW of the contract is as follows:

As per paragraph 2.7.1., above, insert currency: ________

2.7.1 LEGAL SERVICES: DOCUMENT PREPARATION AND REVIEW

Subtotal

VAT

TOTAL

Minimum/Maximum Amounts During this contract, the Government shall place orders totaling a minimum of 10 hours. This reflects the contract minimum for the entire period of performance. The amount of all orders shall not exceed $249,000. This reflects the contract maximum for the entire period of performance.

2.8 Grand Total Price

Legal Memorandum #1 Total

Legal Memorandum #2 Total

Legal Memorandum #3 Total

Legal Services: Document Preparation and review Total

Grand Total of all services

SECTION B

STATEMENT OF WORK

The United States Government (USG) requires legal services in connection with the disposal of the former United States Consulate Office Building located at Monterrey 141, Col Esqueda in Hermosillo, Mexico.

Property Description:

The former Consulate is comprised of a three-story building, annex office, guard booth, and generator on a site measuring 3,433 square meters (approximately 0.85 acres). The three-story building, with an improved area of 1,706 square meters, was primarily used as offices. The property is situated in the main Central Business District of Hermosillo and is zoned for mixed-use development with up to 12 levels of construction. The former Consulate was constructed in 1982 and renovated in 2002. The intent is to dispose of the property “as is” after the Embassy/Consulate has vacated and decommissioning is completed.

Services:

The services listed below may be requested at any time and not necessarily in the order presented. Bids must account for providing all services during the disposal process, including post-closing actions. Contract administration and requests for deliverables will be handled through the Contracting Officer (“CO”), and Contracting Officer’s Representative (“COR”) or the Assistant Contracting Officer’s Representative (“ACOR”). The selected awardee (i.e., Vendor) will provide the following:

1. Legal Memorandum #1

Within two weeks from receipt of task order, the USG requests a legal summary and flow chart containing detailed information on the steps associated in selling property in host country. This should include the entire process through closing and final registration of the sale, including procedures, expected time frames, all related fees (including shared sale-fees by parties), and expenses in closing property sale/s.

2. Legal Memorandum #2

a) Provide a detailed description of any requirements that the USG must notify the local government, including specific agencies, of the transfer, and any additional applicable host government approvals or certifications that are required by the local government, before, during and after the property transfer.

b) Advise when a sale or transfer is legally considered final as well as any post-settlement procedures that may delay relinquishing full ownership rights to the Buyer or Transferee of the property.

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

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

e) Summarize the costs that are usually paid by each party, both as a matter of custom and as a matter of law, in order to determine whether the USG will be entitled to any exemptions from payment. When customs and the law are in conflict, explain which rule is typically followed.

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

g) Research historic registries to determine if the property has any monument or historic protections and provide a brief analysis on the preservation and/or restoration requirements for any future buyer.

3. Title Research / Legal Memorandum #3:

a) List the properties, including addresses and land registry numbers.

b) 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.

c) 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.

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

e) 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.

4. Legal Services: Document Preparation and Review

a) Assist the U.S. Embassy/Consulate in drafting and applying for waivers of registration, transfer, sales taxes or charges to which the USG is entitled to an exemption under international law and treaty, if requested.

b) Review the USG standard sales contract (Appendix A) for compliance with local law and custom. Standard USG provisions are to be retained to the maximum extent possible. If any explanations, changes and/or modifications are required, coordinate with the point of contact within the Bureau of Overseas Buildings Operations (OBO) in Washington, DC, and the Office of the Legal Advisor, Buildings and Acquisitions (L/BA). The contract shall provide for conveyance of the property in “as is" condition, without continuing warranty of title, and shall not grant a unilateral right for the Buyer to terminate or otherwise cancel the contract.

c) Ensure completion of Buyer Information Form (Exhibit B to Sale Contract).

d) Recommend further modifications/final modification to the sales contract, if necessary, and provide a translation, prepared by a qualified, certified translator, of the final package and presented on a side-by-side layout format.

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

f) Prepare and register all appropriate documents required for formal transfer of title. Coordinate with a reputable Public Notary (if necessary) for the preparation of all final sales documents.

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

h) Conduct the closing of the transaction.

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

j) Prepare and file options, right of first refusal, right of first offer, or similar agreements.

k) Prepare and file any easements required by USG as part of the sale process.

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

United States Government Points of Contact For Submissions:

U.S. Consulate [Post] Points of Contact:

Contracting Officer (CO):

Michael Fogo

Management Officer

U.S. Consulate Hermosillo

Blvd Navarrete 291 Col. Raquet Club 83204 Hermosillo Sonora Mexico O/M: +526626896215 fogomk@state.gov Government Technical Monitor (GTM):

Mat Trevino

Realty Specialist

Office of Acquisitions and Disposals

U.S. Department of State

Bureau of Overseas Buildings Operations

1701 N. Fort Myer Drive, Arlington, VA 22209, USA

623C (SA-06)

O/M +1-771-205-8125

TrevinoMA@state.gov

Peter Tennant

Realty Specialist

U.S. Department of State

Overseas Buildings Operations

Directorate of Planning and Real Estate

Office of Acquisition and Disposals

Division of Asset Management

+1 (571) 604 9837 tennantpj@state.gov

APPENDIX A

SALE AGREEMENT

(U.S. Department of State – USG as Seller)

(2024 Update – V- 6.4.1)

THIS SALE AGREEMENT (herein called the “Agreement”) is made and entered into this ___ day of _____________, 20___ (herein called the “Effective Date”), by and among _________________________________________________________ (herein called “Buyer”); and United States of America through its Department of State, represented by ______________________, Contracting Officer or other duly authorized representative of the United States Embassy located at ________________________________, ______________________________ (herein called “Seller”). The words Seller and Buyer as used in this Agreement shall include the plural as well as the singular and masculine as well as feminine, individual as well as entity or organization, and are jointly referred to as the “Parties” and each as a “Party.”

W I T N E S S E T H:

1.

Property. For and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, in accordance with all of the terms and conditions of this Agreement, all that certain parcel of improved real estate owned by Seller and described as

· street address of _________________________________________________, OR

· legal description: (Lot, Block, Section, City, etc.) ______________________________________________________________, OR

· set forth on Exhibit “A” attached hereto, together with all Seller’s right in and to the buildings, improvements and fixtures located thereon (herein collectively called the “Property”).

2.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Purchase Price. The purchase price for the Property (herein called the “Purchase Price”) shall be _________________________________________ AND NO/100 U.S. DOLLARS ($_______________). The Purchase Price shall be paid by Buyer to Seller on the Closing Date, subject to the prorations and adjustments herein described, in U.S. Dollars, by one of the following methods selected by Seller: (i) cash; (ii) wire transfer; or (iii) other cash equivalent method acceptable to Seller.

3.

Earnest Money. Contemporaneously with Buyer’s execution and delivery of this Agreement, Buyer has delivered to Seller the sum of ____________________________________________ AND NO/100 U.S. DOLLARS ($_______________) (which sum, together with all interest actually earned thereon during the term of this Agreement, is herein called the “Earnest Money”). Such Earnest Money shall be delivered by Buyer in the form of a certified, cashier’s or bank check drawn against collected funds, payable to Seller. On the Closing Date, the Earnest Money will be applied as partial payment of the Purchase Price.

5. Closing. The closing of the purchase and sale of the Property (herein called “Closing”) shall be held at the offices of Seller or Seller’s attorney at such time and on such date (herein called the “Closing Date”), as may be specified by written notice from Buyer to Seller not less than ten (10) days prior thereto; provided, however, that the Closing Date shall be on or before the date sixty (60) days after the Effective Date (herein called the “Final Closing Date”) and, if Buyer shall fail to give notice designating the Closing Date, and this Agreement has not been terminated pursuant to any of the provisions contained herein, the Closing Date shall be, and the Closing shall take place at 10:00 A.M. on, the Final Closing Date, at the offices of Seller or Seller’s counsel.

5.

Access and Inspection. (a) Between the Effective Date and the Closing Date, Buyer and Buyer’s agents, employees, contractors, representatives and other designees (hereinafter collectively called “Buyer’s Designees”) shall have the right to enter the Property for the purposes of inspecting the Property, conducting surveys, mechanical and structural engineering studies, and conducting any other investigations, examinations, tests and inspections as Buyer may reasonably require to assess the condition of the Property; provided, however, that (i) any activities by or on behalf of Buyer, including, without limitation, the entry by Buyer or Buyer’s Designees onto the Property, or the other activities of Buyer or Buyer’s Designees with respect to the Property (hereinafter called “Buyer’s Activities”) shall not damage the Property in any manner whatsoever or disturb or interfere with the rights or possession of any tenant of the Property, (ii) in the event the Property is altered or disturbed in any manner in connection with any of Buyer’s Activities, Buyer shall immediately return the Property to the condition existing prior to Buyer’s Activities, and (iii) Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any of Buyer’s Activities. Notwithstanding any provision of this Agreement to the contrary, Buyer shall not have the right to undertake any environmental studies without the prior written consent of Seller.

(b) Buyer acknowledges that Seller may deliver to Buyer certain documents and information in Seller’s possession with regard to the Property (hereinafter called the “Due Diligence Materials”). The Due Diligence Materials will be provided to Buyer without any representation or warranty of any kind or nature whatsoever and are merely provided to Buyer for Buyer’s informational purposes. Until Closing, Buyer and Buyer’s Designees shall maintain all Due Diligence Materials as confidential information. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Buyer shall immediately re-deliver to Seller all copies of the Due Diligence Materials, whether such copies were actually delivered by Seller or are duplicate copies made by Buyer or Buyer’s Designees.

6.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Prorations and Adjustments to Purchase Price. The following prorations and adjustments shall be made between Buyer and Seller at Closing, or thereafter if Buyer and Seller shall agree, all with respect to the Purchase Price: (i) all government fees or similar impositions levied or imposed upon or assessed against the Property for the year in which Closing occurs shall be prorated as of the Closing Date; (ii) all utility charges for the Property shall be prorated as of the Closing Date; and (iii) any other items which are customarily prorated in connection with the purchase and sale of properties similar to the Property shall be prorated as of the Closing Date. In the event that the amount of any item to be prorated is not determinable at the time of Closing, such proration shall be made on the basis of the best available information, and the parties shall re-prorate such item promptly upon receipt of the applicable bills therefor and shall make between themselves any equitable adjustment required by reason of any difference between the estimated amount used as a basis for the proration at Closing and the actual amount subject to proration. In the event any prorated item is due and payable at the time of Closing, the same shall be paid at Closing. If any prorated item is not paid at Closing, Seller shall deliver to Buyer the bills therefor promptly upon receipt thereof and Buyer shall be responsible for the payment in full thereof within the time fixed for payment thereof and before the same shall become delinquent. In making the prorations required by this paragraph, the economic burdens and benefits of ownership of the Property for the Closing Date shall be allocated to Seller.

7.

seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Title. For the purposes of this Agreement, “good and marketable fee simple title” shall mean fee simple ownership free of all claims, liens, taxes and encumbrances other than the Permitted Exceptions, herein defined. For the purposes of this Agreement, the term “Permitted Exceptions” shall mean: (i) current city, state and county fees or similar impositions not yet due and payable; (ii) such matters as would be disclosed by a current and accurate survey and inspection of the Property; (iii) zoning or other governmental rules, ordinances or regulations affecting the Property; (iv) all easements, covenants, restrictions, reservations, rights-of-way and other similar matters of record as of the date of Seller’s execution of this Agreement; (v) the state of compliance or non-compliance of the Property with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to or affecting the Property; and (vi) any matters set forth on Exhibit “A-1” attached hereto.

8.

Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:

a SEQ lvl6 \r1 \* alphabetic \* MERGEFORMAT ) Seller shall deliver to Buyer the following documents and instruments, duly executed by or on behalf of Seller: (i) a limited warranty deed or similar document, in recordable form, conveying good and marketable fee simple title to the Property, subject to the Permitted Exceptions; and (ii) any other documents that are customarily executed in similar transactions and approved, as to form, by Seller.

b SEQ lvl6 \* alphabetic \* MERGEFORMAT ) To the extent not already delivered and in Seller’s possession, Seller shall deliver to Buyer the following items or materials: (i) copies of all books, records, reports and other information and data pertinent to the continued use, occupancy and operation of the Property; and (ii) the keys to all of the doors and locks on the Property.

c SEQ lvl6 \* alphabetic \* MERGEFORMAT ) Buyer shall pay the Purchase Price, after making the adjustments and prorations provided for in this Agreement, to Seller in accordance with the provisions of this Agreement.

9.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Costs of Closing. Buyer shall pay any transfer tax, fee or similar charge payable on the transfer of the Property, any notary fees, all recording costs and Buyer’s attorneys’ fees. Seller shall pay Seller’s attorneys’ fees. All other costs and expenses of the transaction contemplated hereby shall be borne by the party incurring the same.

10.

Disclaimer of Warranties. Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. Buyer agrees that, with respect to the property, Buyer has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller. Buyer will conduct such inspections and investigations of the Property (including, but not limited to, the physical and environmental condition thereof) and rely upon same and, upon Closing, shall assume the risk that adverse matters, including, but not limited to, any disclaimed matters, may not have been revealed by Buyer’s inspections and investigations. Seller shall sell and convey to Buyer, and Buyer shall accept, the Property “AS IS”, “WHERE IS”, and with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Property by Seller or any third party. The terms and conditions of this paragraph shall expressly survive the consummation of the purchase and sale of the Property on the Closing Date, the delivery of the deed and the payment of the Purchase Price, without regard to any limitations upon survival set forth in this Agreement.

11.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Possession at Closing. Seller shall surrender possession of the Property to Buyer on the Closing Date.

12.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Remedies. (a) If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Buyer under this Agreement, Seller shall be entitled to either accept and retain the Earnest Money as liquidated damages for such default or exercise such rights and remedies as may be specifically provided for in this Agreement or as may be provided for or allowed by law or in equity. If Seller elects to accept and retain the Earnest Money as liquidated damages, Seller hereby waives and releases any right to sue Buyer for specific performance of this Agreement or to prove that Seller’s actual damages exceed the amount which is herein provided to Seller as liquidated damages; provided, however, that the foregoing liquidated damages shall not apply to any duty, obligation, liability or responsibility which Buyer may have under the indemnification or reimbursement provisions of this Agreement, as to which Seller shall retain all rights and remedies.

(b) If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Seller under this Agreement or if Seller is unable to get approval from the host government for the sale of the Property, the Earnest Money shall be refunded to Buyer promptly upon request, and Buyer, as its sole and exclusive remedy, shall have the right to terminate this Agreement. Seller shall have no other liability to Buyer under this Agreement.

13.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Risk of Loss, Casualty and Condemnation. In the event of any material damage to any portion of the Property prior to Closing or in the event of the material taking of all or any part of the Property by eminent domain proceedings prior to Closing, Buyer shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the date five (5) days after the date upon which Seller gives Buyer notice of such damage or taking, in which event the Earnest Money shall be refunded to Buyer promptly upon request. In the event of lesser damage or a lesser taking, Buyer shall have no right to terminate this Agreement by reason of such damage or taking; provided, however, that the Purchase Price shall be reduced by Seller’s reasonable estimate of the cost or impact of such damage or taking. For the purposes of this paragraph, damage to the Property shall be deemed to be “material” and a taking of the Property shall be deemed to be “material” only if Seller’s reasonable estimation of the impact or the loss of such damage or taking exceeds the larger of $100,000.00 U.S. Dollars or five percent (5%) of the Purchase Price.

14.

Broker and Commission. All negotiations relative to this Agreement and the purchase and sale of the Property as contemplated by this Agreement have been conducted by and between Seller and Buyer without the intervention of any person or other party as agent or broker, with the exception of ____________________________________________ (herein called “Broker”). Broker has acted as agent for Seller in this transaction and is to be paid a commission by Seller in accordance with a separate agreement between Seller and Broker.

15.seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Further Assurances; Survival. The provisions of paragraphs 5, 6, 10, 17 and 18 of this Agreement shall survive the consummation of the purchase and sale of the Property on the Closing Date, the delivery of the deed and the payment of the Purchase Price. Notwithstanding anything to the contrary in this Agreement, the provisions of paragraphs 5 and 18 of this Agreement shall also survive any termination of this Agreement in accordance with its terms.

16.

seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Seller’s Governmental Approvals. Seller’s obligation to consummate the purchase and sale of the Property on the Closing Date shall be subject to the satisfaction or performance of the following terms, in addition to other terms described herein, any one or more of which may be waived in writing by Seller, and only by Seller, in whole or in part, on or as of the Closing Date:

(a) Approval of Host Government. Seller shall have obtained all necessary approvals from the host government, including the Ministry of Foreign Affairs or similar governmental body.

(b) Department of State Approval. Seller shall have obtained approval from the U.S. Department of State to complete the sale of the Property to Seller.

17.

seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 Seller’s Symbols, Images, and Personalty.

(a) Sellers Symbols and Images. Notwithstanding anything to the contrary in this Agreement, all symbols, images, flags, governmental seals, or other representations or descriptions of Seller, including both personalty or fixtures, that are located on or adjacent to the Property (collectively herein called “USG Symbols”) shall remain property of the Seller. Seller shall have the right to remove such USG Symbols before Closing and until the date thirty (30) days after Closing. To the extent Seller does not remove such USG Symbols, they shall be deemed to be temporary loan to Buyer. Buyer shall be responsible to notify Seller of the existence of any USG Symbols, keep the USG Symbols in good condition, provide Seller an opportunity to inspect the USG Symbols, and give Seller the right to remove them at the discretion of Seller.

(b) Seller’s Personalty. Other than USG Symbols, any other personalty, fixtures or improvements remaining on or adjacent to the Property, shall be deemed transferred to Buyer at Closing and Seller shall have no further responsibility or liability with respect personal, fixtures, or improvements.

(c) Commemorative Plaque. Seller shall have the right to install a commemorative plaque, wayside, or similar stand-alone or attached sign or marker (collectively herein called “USG Commemorative Plaque”) anywhere on the Property, including attached to any building or inserted into the ground. Seller shall bear the cost of the design and installation of the USG Commemorative Plaque. Seller shall have the right to document these rights regarding the USG Commemorative Plaque with an easement or restrictive covenant on the Property, or other similar document to secure such rights in perpetuity, which may be executed and recorded prior to, in conjunction with, or after Closing, and such rights are considered part of the Permitted Exceptions under this Agreement.

18.

General Provisions.

(a) Notices. Whenever any notice is required under this Agreement, such notice shall be in writing and shall be delivered (i) by mail or courier to the addresses listed herein, with the delivery date being the date deposited in the mail or courier, or (ii) via email to the email addresses listed herein, with the delivery date being the date the email was sent. In addition to requirements herein, a copy of any notice, demand, or request, or payment of monies, by Seller to Buyer under this Agreement must be also be sent contemporaneously, and translated into English, to the email addresses listed in the Washington, D.C. Address for Notices below the signature lines of this Agreement, and if such copy is not delivered via email, then such notice, demand, or request, or payment of monies shall not be deemed effective under this Agreement. Notwithstanding the foregoing, any service of formal legal process upon Buyer must be made through the Ministry of Foreign Affairs, or other appropriate governmental entity, in accordance with customary international law.

(b) Assignment; Parties. This Agreement may not be assigned by Buyer without the express written approval of Seller and such approval may be withheld for any reason. This Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, Buyer and Seller and their respective heirs, legal representatives, successors and assigns.

(c) Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(d) Non-Waiver. Failure by any Party to complain of any action, non-action or breach of any other Party shall not constitute a waiver of any aggrieved Party’s rights hereunder. Waiver by any Party of any right arising from any breach by any other Party shall not constitute a waiver of any other right arising from a subsequent breach of the same obligation or for any other default, past, present or future.

(e) Time of Essence; Dates. Time is of the essence in this Agreement. Anywhere a day certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Agreement. If any date set forth in this Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day which is a Saturday, Sunday, government holiday or other non-business day, such date shall automatically be extended to, and the expiration of such time period shall automatically to be extended to, the next day which is not a Saturday, Sunday, government holiday or other non-business day. The final day of any time period under this Agreement or any deadline under this Agreement shall be the specified day or date, and shall include the period of time through and including such specified day or date. For purposes of this Agreement, any reference to “government holiday or other non-business day” shall mean any day for which the U.S. Embassy or any Consulate in the country in which the Property is located is closed or otherwise not offering full services.

(f) Applicable Law. This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the jurisdiction in which the Property is located.

(g) Entire Agreement; Modification. This Agreement supersedes all prior discussions and agreements among Seller and Buyer with respect to the purchase and sale of the Property and other matters contained herein, and this Agreement contains the sole and entire understanding among Seller and Buyer with respect thereto. This Agreement shall not be modified or amended except by an instrument in writing executed by or on behalf of Seller and Buyer.

(h) Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full and at length every time it is referred to or otherwise mentioned in this Agreement. Exhibits attached after execution as contemplated herein shall also be construed to be made a part of this Agreement once attached and in the same manner and with the same effect as if such later attached exhibit were set forth in full and at length every time such exhibit is referred to or otherwise mentioned in this Agreement.

(i) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. In the event of any conflict concerning the text or meaning of this Agreement, the English version or translation shall control.

(j) Confidentiality. Buyer acknowledges that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. During the period that this Agreement is in full force and effect and for five (5) years following the earlier of its termination or the Closing, Buyer, and its agents, shall not disclose any confidential information to any third parties, except for information that: (i) was already in the public domain; (ii) is under obligation to be disclosed pursuant to the applicable laws or regulations, or orders of the court or other government authorities; (iii) is disclosed to legal counsels or consultants assisting with the completion of the transaction contemplated by this Agreement, and such counsels or consultants are bound by the confidentiality obligations set forth herein; and (iv) is disclosed at the direction or discretion of Seller because such disclosure is required or customary because Seller is a diplomatic entity. This paragraph shall survive the expiration or termination of this Agreement for any reason.

(k) Sovereign Immunity. Nothing in this Agreement shall be interpreted to waive any privilege or immunity to which Seller may be entitled by virtue of any international law, treaty or convention or any domestic law.

(l) No Lien or Recording. This Agreement is not and shall not be deemed or considered to convey or be an interest in or lien against the Property. In no event shall this Agreement or any memorandum hereof be recorded by Buyer in any public or property records, and any such recordation or attempted recordation shall constitute a breach of this Agreement by Buyer.

(m) Language. If this Agreement is executed in both English and ___________, the English version shall control in the event of a dispute concerning the text or any interpretation of this Agreement.

(n) Headings. The use of headings, captions and numbers in this Agreement is solely for the convenience of identifying and indexing the various provisions in this Agreement and shall in no event be considered otherwise in construing or interpreting any provision in this Agreement.

(o) No Construction Against Preparer. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have prepared or imposed such provision.

(p) U.S. Dollar-Based Agreement. All sums of money set forth in this Agreement shall be in U.S. Dollars and all payments shall be made in U.S. Dollars unless otherwise required by law, in which case the amount payable shall be the amount rendered by exchanging the U.S. Dollar sum required at the then available exchange rate.

(q) Authority. Each Party hereto warrants and represents that such Party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a Party warrants and represents that he has been fully authorized to execute this Agreement on behalf of such Party and that such Party is bound by the signature of such representative. Buyer agrees that a letter from either the Embassy or Consulate, or any Director in the Bureau or Overseas Buildings Operations, authorizing an individual to sign on behalf of Seller, with a reference to approval granted by the Department of State, shall be sufficient proof of authority for the individual to sign this Agreement or such other documents as may be necessary to complete the Closing. Buyer shall provide such proof of authority as is customary in such transactions.

(r) Signature After Effective Date. If either Party signs after the Effective Date, all references to the Effective Date shall be deemed to refer to the later of the date of Buyer’s or Seller’s execution of this Agreement, as indicated below their executions hereon.

(s) Defined Terms. Capitalized terms used in this Agreement shall have the meanings ascribed to them at the point where first defined, irrespective of where their use occurs, with the same effect as if the definitions of such terms were set forth in full and at length every time such terms are used.

(t) Administrative Extension. Notwithstanding any other provision in this Agreement to the contrary, given that Seller is a governmental entity, Seller shall be entitled to an automatic seven (7) day extension to provide any notice, perform any task, or meet any delivery date under the Agreement. Seller does not need to give notice or exercise this provision in any manner for it to be effective.

(u) Guaranty. If Buyer is a corporation, partnership or other entity, the persons executing this Agreement as representative of Seller shall be personally liable and responsible for all Buyer representations, covenants and obligations under this Agreement. If requested by Seller, the persons executing for Seller shall also be required to execute a Personal Guarantee Letter in a form supplied by Seller.

(v) Information Form. Buyer shall complete the information form set forth on Exhibit “B” within ten (10) days of the Effective Date. If Buyer is a corporation, partnership or other entity, information shall be provided on all owners and key officers, unless such corporation, partnership or other entity is publicly traded on a national exchange. All representations made on such information forms shall be deemed to be representations by Buyer under this Agreement and any misrepresentations or omissions shall be deemed a Buyer default. Buyer acknowledges Seller is the U.S. government and is prohibited from engaging in transactions with certain individuals and entities. In the event Seller determines it cannot engage in this transaction with Buyer, this Agreement shall terminate and the Earnest Money shall be returned to Buyer unless there is a default by Buyer.

IN WITNESS WHEREOF, the parties have executed, or caused their duly authorized representatives to execute, seal and deliver this Agreement, all as of the day and year first written above.

BUYER:

By:

Print Name:

Title (if applicable):

Initial address for notices:

Attention: _________________________

Telephone Number: ( ) _____________

Telecopy Number: ( ) _____________

Email Address: ____________________

SELLER:

By:

Print Name:

Title (if applicable):

Initial address for notices:

Attention: _________________________

Telephone Number: ( ) _____________

Telecopy Number: ( ) _____________

With a copy to:

U.S. Department of State

Overseas Buildings Operations (SA-6)

Office of Real Estate Acquisitions and Disposals

OBO/PRE/OAD

1701 N. Fort Myer Drive

Arlington VA 22219 Attention: ___________, Realty Specialist

Telephone Number: (703) ____________

Telecopy Number: (703) ____________

Exhibit “A”

(Property Description)

Exhibit “A-1”

(Permitted Exceptions)

Exhibit “B”

[Buyer or Seller] Information Form

Directions: Page 1 is required and must be completed by the [Buyer or Seller].

Disclaimer: The following information is provided about the [Buyer or Seller], or a related party, in an agreement with the U.S. government. Such information is deemed and will become part of such agreement and considered representations under such agreement. The information is certified as true, accurate, and correct and free of any omissions, and if not, the U.S. government shall have the right to terminate such agreement in addition to any other rights or remedies it may have under such agreement or by law.

Party filling out the form represents ☐ Buyer ☐ Seller

Name of [Buyer or Seller]: _____________________________________________

Transaction Name / Description: _____________________________________

Date Completion of Form: ________

Legal Last Name: ____________________________First: ____________________Middle: ____

Date of Birth: ____________________________ Place of Birth: ________________________

Phone #: ( ) ______________________Email: ________________________________

Citizenship: _________________________. National Id # ______________________________

Passport Country: _____________________. Passport # ____________________________

Citizenship #2 (if dual citizen): _____________________. National Id # _______________________

Passport Country # 2 (if dual citizen): _______________. Passport # ________________________

Address: ___________________________________________________________________

City: ____________________________ Country: ______________Zip: _____________________

Exhibit “B”

[Buyer or Seller] Information Form

Directions: Pages 2 and 3 are required if [Buyer or Seller] is an Entity / Partnership / Corporation / LLC (public or private). An individual buying on their own behalf may omit Pages 2 and 3.

Party filling out the form represents ☐ Buyer ☐ Seller

Corporation or Entity is publicly traded? ☐ Yes or ☐ No.

GENERAL INFORMATION ON CORPORATION/BUSINESS ENTITY

Legal Name of Business: _______________________________________________________

Legal Identification Number: ____________________________________________________

Phone Number: _______________________________________________________________

Email: _____________________________________________________________________

Business Address: ____________________________________________________________

City: ____________________________ Country: __________ Zip: ____________________

Formed in what jurisdiction: ______________________ Date Established: ________________

FOR PUBLICLY TRADED BUSINESS ENTITY ONLY:

Exchange on which the entity is traded: __________________________________________

Entity Ticker (Abbreviated name, as listed on exchange): _____________

FOR PRIVATELY OWNED BUSINESS ENTITY ONLY:

Number of Owners/Partners or / Key Officers: ______

*Please add separate sheets if there are more than four owner(s)/principal(s)/key officer(s). If necessary, please include a separate attachment showing ownership structure.

OWNER / KEY OFFICER # 1:

Owner / Key Officer Information

Legal Last Name: ____________________________First: ____________________Middle: ____

Date of Birth: ____________________________ Place of Birth: ________________________

Phone #: ( ) ______________________Email: ________________________________

Citizenship: _________________________. National Id # ______________________________

Passport Country: _____________________. Passport # ____________________________

Citizenship #2 (if dual citizen): _____________________. National Id # _______________________

Passport Country # 2 (if dual citizen): _______________. Passport # ________________________

Address: ___________________________________________________________________

City: ____________________________ Country: ______________Zip: _____________________

Exhibit “B”

[Buyer or Seller] Information Form

OWNER / KEY OFFICER # 2:

Owner / Key Officer Information

Legal Last Name: ____________________________First: ____________________Middle: ____

Date of Birth: ____________________________ Place of Birth: ________________________

Phone #: ( ) ______________________Email: ________________________________

Citizenship: _________________________. National Id # ______________________________

Passport Country: _____________________. Passport # ____________________________

Citizenship #2 (if dual citizen): _____________________. National Id # _______________________

Passport Country # 2 (if dual citizen): _______________. Passport # ________________________

Address: ___________________________________________________________________

City: ____________________________ Country: ______________Zip: _____________________

OWNER / KEY OFFICER # 3:

Owner / Key Officer Information

Legal Last Name: ____________________________First: ____________________Middle: ____

Date of Birth: ____________________________ Place of Birth: ________________________

Phone #: ( ) ______________________Email: ________________________________

Citizenship: _________________________. National Id # ______________________________

Passport Country: _____________________. Passport # ____________________________

Citizenship #2 (if dual citizen): _____________________. National Id # _______________________

Passport Country # 2 (if dual citizen): _______________. Passport # ________________________

Address: ___________________________________________________________________

City: ____________________________ Country: ______________Zip: _____________________

OWNER / KEY OFFICER # 4:

Owner / Key Officer Information

Legal Last Name: ____________________________First: ____________________Middle: ____

Date of Birth: ____________________________ Place of Birth: ________________________

Phone #: ( ) ______________________Email: ________________________________

Citizenship: _________________________. National Id # ______________________________

Passport Country: _____________________. Passport # ____________________________

Citizenship #2 (if dual citizen): _____________________. National Id # _______________________

Passport Country # 2 (if dual citizen): _______________. Passport # ________________________

Address: ___________________________________________________________________

City: ____________________________ Country: ______________Zip: _____________________

SECTION C