Continuation to SF-18 RFQ 19EN1025Q0045.pdf

Real Estate Attorney Services RFQ nr. 19EN1025Q0045

TABLE OF CONTENTS

SF-18 COVER SHEET

A. PRICES

B. STATEMENT OF WORK

C. INSPECTION AND ACCEPTANCE

D. DELIVERIES AND PERFORMANCE

E. CONTRACT ADMINISTRATION DATA

F. SPECIAL CONTRACT REQUIREMENTS

G. CLAUSES

H. LIST OF ATTACHMENTS

I. INSTRUCTIONS ON HOW TO SUBMIT A QUOTATION

J. EVALUATION CRITERIA

K. REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS OR QUOTORS

SECTION A

PRICES

A.1. Value Added Tax

VALUE ADDED TAX (VAT). The Contractor shall include VAT as a separate charge on the Invoice and as a separate line item in Section B.

A.2. Contract Type

The Contractor shall perform all work required in Section B. This is a labor-hour purchase order. The hourly rates stated in this purchase order shall include all direct and indirect costs, insurance, overhead, general and administrative expense, and profit.

Please make sure the hourly rates also have registry duty fees included as well as any other possible services needed as billing can only be for hours.

The Embassy will only pay for fully billed hours, no partials are accepted.

PRICES:

Property One – Adaptable Accessible Housing Acquisition Program House (AAHAP House)

Line Description Hourly Rate Estimated hours * Ceiling price

1. Attorney Services 130

2. VAT Part 22% 130

TOTAL COST*

Property Two – Deputy Chief of Mission Residence (DCMR)

Line Description Hourly Rate Estimated hours * Ceiling price

1. Attorney Services 130

2. VAT Part 22% 130

TOTAL COST*

GRAND TOTAL:

Property One

Property Two

Grand Total for Both Properties

SECTION B

STATEMENT OF WORK

INTRODUCTION

The following services are required by the United States Government (USG) in relation to the acquisition of real property in Tallinn, Estonia. The USG is seeking to purchase two properties in Tallinn.

Property One – Adaptable Accessible Housing Acquisition Program House (AAHAP House) – One single-family house/apartment/condo for use as accessible staff housing. This unit is intended to be purchased for renovation/retrofit to Architectural Barriers Act (ABA) and other USG accessibility standards. Relative size of the residence is some 200 to 400 m², of 3 to 5 bedrooms, at a price point below USD $1,500,000.

Property Two –Deputy Chief of Mission Residence (DCMR) – One free-standing single-family house capable of meeting the USG’s operational and security requirements while projecting the representational image required of Deputy Chief of Mission Residence. Relative size of the residence is some 400 to 700 m², of 4 to 6 bedrooms, at a price point below USD $5,000,000.

For each transaction the services required include: (1) guidance in the acquisition process relating to the applicable laws in the host country; (2) document drafting and revising; (3) assistance in negotiations, if needed; (4) property title searches and certifications; (5) proper closing and registration of the transaction with the host government and compilation and submission of document closing package (hard copy and digital) to the USG.

A separate fee quote is to be provided for each. Services may be awarded for one or both properties; and Notice to Proceed dates may be staggered. It is not guaranteed that both will be engaged. The period of performance for the overall assignment is twelve (12) months, unless otherwise modified by the Contracting Officer.

THE CONTRACTOR SHALL:

B.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.

B.2 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.

B.3 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.

B.4 Review USG-supplied documents. Provide advice and comment on their acceptability under local law and local practice. Propose revisions as needed to make them comply with local laws and practices. This may include a review of a non-binding letter of intent, along with additional documents supplied by the USG.

B.5 Review a draft Conditional Purchase Agreement and recommend revisions, if necessary, to conform to local law and protect the United States Government’s interests. Should revisions be required, the attorney reviewing the draft Conditional Purchase Agreement should prepare a revised version of the agreement, together with a written explanation of the basis for making the revisions.

B.6 If requested, draft a purchase contract or other conveyance vehicle that fully protects USG interests and forward the same to the USG for review.

B.7 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 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 and any encroachments, 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. Further, the USG will provide the attorney with a survey Scope of Work template to provide to a prospective survey firm.

B.8 Review any applicable condominium or homeowner regulations for the 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.

B.9 Retain and fully compensate a Notary Public 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.

B.10 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.

B.11 Identify and eliminate any potential charges to the USG for Value Added Tax in connection with the transfer and registration of title.

B.12 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, and typical current industry custom regarding same.

B.13 As appropriate, prepare and register the documents required for the transfer and registration of title in favor of the USG.

B.14 Provide prompt written legal advice and opinions on specific questions presented by the USG from time to time during the purchase, title preparation, registration, closing and post-closing process.

B.15 Retain and fully compensate a qualified, certified translator to translate into English any of the transaction documents, including contracts, surveys, approvals, and registration materials, that are not originally drafted in English.

B.16 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.

B.17 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.

B.18 Perform and submit a Pre-purchase Certification, as outlined in Volume 15 of the U.S. Foreign Affairs Manual 432.4 (copy attached). Including, but is not limited to:

a. 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; and

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

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

ii. 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

iii. 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; and

c. 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

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

NOTE: If the attorney does not deem himself/herself capable of verifying existing land surveys in order to deliver the Pre-Purchase Certification, he/she shall be responsible for retaining and compensating whatever additional professional assistance is needed for him/her to deliver that Certification. The cost of retaining additional professional assistance, if necessary, shall be included in the attorney’s bid.

B.19 Prepare and submit a Post-purchase Certification, as outlined in Volume 15 of the U.S. Foreign Affairs Manual 432.5 (copy attached). Including, but is not limited to:

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

b. 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

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

B.20 Provide prompt written legal advice and opinions on specific questions presented by the USG from time to time during the purchase, title preparation, registration, closing and post-closing process.

B.21 Participate in related meetings and/or negotiations, as needed.

B.22. Submit invoices to the USG not less frequently than monthly, with separate accounting and billing for each property.

DELIVERABLE SCHEDULE

Task No. Due Date

2.1-2.3 Within 5 business days following notice to proceed.

2.4-2.6 Within 5 business days from directed.

2.7-2.18 Within 10 business days from directed.

2.19 7 days following final registration of all documents.

2.20-2.21 As requested

SECTION C

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) https://acquisition.gov/browse/index/far https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

SECTION D

DELIVERIES AND PERFORMANCE

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

52.242-15 STOP-WORK ORDER (AUG 1989)

https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

SECTION E

CONTRACT ADMINISTRATION DATA

E.1. Contracting Officer’s Representative

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 N/A.

E.2 Invoicing and Paying Instructions

a. The Contractor shall submit his invoice in the original to the designated billing address indicated in this contract. 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. The final invoice should also attach a "Contractor's Release Certificate". The Contractor should keep one copy of the certificate for its files and include the others with each copy of the final invoice. If the Contractor has any questions regarding payment status, he shall contact the COR.

c. Contractor shall e-mail the invoices to: TallinnInvoices@state.gov

The Contractor shall show Value Added Tax (VAT) as a separate item on invoices submitted for payment.

The Government will make payments within 30 days after receipt of invoice.

The Contractor shall bill the Embassy full hours only with the agreed hourly rate. No bills with partial hours will be accepted.

mailto:TallinnInvoices@state.gov

SECTION F

SPECIAL CONTRACT REQUIREMENTS

F.1 Permits

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

F.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.

SECTION G

CLAUSES

G.1 The following clauses apply for all services provided under this contract.

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

52.202-1 DEFINITIONS (JUN 2020)

52.204-9 [Reserved]

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)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020)

52.213-4 TERMS AND CONDITIONS – SIMPLIFIED ACQUISITIONS (OTHER

THAN COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(JAN 2022)

52.222-19 CHILD LABOR – COOPERATION WITH AUTHORITIES AND

REMEDIES (JAN 2018)

52.222-50 COMBATTING TRAFFICKING IN PERSONS (OCT 2020)

https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

52.223-18 ENFORCING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (JUN 2020)

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

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND

TRANSLATION OF CONTRACT (FEB 2000)

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

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR

CONTRACTS (AUG 2012)

52.232-25 PROMPT PAYMENT (JUL 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 (MAY 2014) Alternate I (DEC 1991)

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

2000)

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (JAN 2022)

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)

I. FAR CLAUSES INCORPORATED IN FULL TEXT

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (AUG 2020)

(a) Definitions. As used in this clause—

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means–

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled-

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in Federal Acquisition Regulation 4.2104.

(c) Exceptions. This clause does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause

(i) Within one business day from the date of such identification or notification:

the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

(End of clause)

II. CLAUSES FROM DEPARTMENT OF STATE ACQUISITION REGULATION

(DOSAR)

652.204-70 [Reserved]

652.229-71 PERSONAL PROPERTY DISPOSITION AT POSTS ABROAD (AUG

1999)

Regulations at 22 CFR Part 136 require that U.S. Government employees and their families do not profit personally from sales or other transactions with persons who are not themselves entitled to exemption from import restrictions, duties, or taxes.

Should the Contractor experience importation or tax privileges in a foreign country because of its contractual relationship to the United States Government, the Contractor shall observe the requirements of 22 CFR Part 136 and all policies, rules, and procedures issued by the chief of mission in that foreign country.

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 H

LIST OF ATTACHMENTS

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

ATTACHMENT A – STANDARD CONDITIONAL PURCHASE AGREEMENT

ATTACHMENT B – FOREIGN AFFAIRS MANUAL – FAM 432.4 PRE-PURCHASE

CERTIFICATION

ATTACHMENT C – FOREIGN AFFAIRS MANUAL – FAM 432.5 POST-

PURCHASE CERTIFICATION

ATTACHMENT A

STANDARD CONDITIONAL PURCHASE AGREEMENT

NOTE: THIS CONDITIONAL PURCHASE AGREEMENT FOR HOUSING IS A GENERAL GUIDE

CONDITIONAL PURCHASE AGREEMENT

This Conditional Purchase Agreement (hereinafter the “Agreement”) is made this ____ day of _____________________, 20__, for and in consideration of the sum of One U.S.

Dollar ($1.00), receipt whereof is hereby acknowledged, by and between the United States of America, represented by _______________________ (name), ______________ (position title) at the U. S. Embassy/Consulate in _______________________, (“Purchaser”) and ___________________________________________ (name, address), (“Seller”).

1. The Seller agrees to sell and the Purchaser agrees to buy, subject to these terms and conditions, the residence described in paragraph 2 below.

2. Property Description.

_____________________________________________________________ (include street address, property type, size (net and gross square feet or meters), description of buildings, number and type of rooms, and legal description (lot, block, section, cadastral reference or registration number), as set forth in the attached site plan (hereinafter the “Property”).

3. Price. The total purchase price is _____________________________________, which shall be paid by the Purchaser to the Seller [or the Sellers’ solicitor or representative depending on local law and practice] on the Settlement Date, defined below, upon receipt of fee simple title to and possession of the Property. The price payable above is in [local currency or USD as appropriate].

4. Settlement Date. Time is of the essence. The Seller and Purchaser agree to make full settlement on or before ________________. If a longer period of time is required for the Purchaser to satisfy any of the conditions described below, Purchaser and Seller may agree in writing to extend the Settlement Date to allow sufficient time to satisfy the condition(s). The Seller agrees to give Purchaser vacant possession of the Property on the Settlement Date.

5. Damage or Loss. The risk of loss of, or damage to, the Property from fire, act of God, or any other cause remains with Seller until the execution and delivery of the Title documents and/or other documents that must be exchanged for title to be transferred in [host country] relating to the Property and the delivery of possession of the property to the Purchaser.

6. Conditions. The obligation to purchase assumed by the Purchaser by virtue of this Agreement is subject to the conditions set forth below. The Seller agrees to allow the Purchaser reasonable access to the Property to conduct inspections to satisfy these conditions.

A. Boundary Survey. The Purchaser shall be entitled to first obtain, within ninety (90) consecutive days from the date of this Agreement, a survey of the property performed by a professional surveyor selected by the Purchaser, confirming, in the Purchaser’s sole opinion that the property is substantially in the size and shape as represented by the Seller and that there are no encroachments, easements, encumbrances or rights-of-way that inhibit, limit or affect its use.

B. Appraisals. The Purchaser shall be entitled to first obtain, within ninety (90) consecutive days from the date of this Agreement, two market value appraisals performed by professional(s) selected by the Purchaser that confirm that the purchase price does not exceed the fair market value of the Property.

C. Technical Assessment. The Purchaser shall be entitled to first obtain, within ninety

(90) consecutive days from the date of this Agreement, an assessment report performed by a professional selected by the purchaser, reporting the condition of the Property, including but not limited to geotechnical survey, architectural treatment, structural elements, mechanical systems, electrical systems, presence of friable asbestos, quality of construction and upkeep of the Property confirming that the Property is suitable for occupancy by the Purchaser. In the event this purchase is for a property under construction or to-be-built, the Purchaser requires notification of completion of progressive elements in the construction process [concrete work, electrical, plumbing, roofing, etc.] to enable the selected professional to complete timely inspections of each of those elements.

D. New/Unfinished Construction. Should this Agreement relate to the purchase of a Property the construction of which has not been completed, the following provisions shall apply:

i) The Purchaser shall be permitted to conduct the assessment referred to in C above within fourteen (14) days of written notification being received from the Seller that the construction of the Property has been completed and that the certificates of compliance and fitness for occupancy and use have been issued.

ii) All periods mentioned in this agreement are deemed to have commenced as at the date the written notification referred to in D (i) above.

iii) Any faults or defects caused by bad workmanship or improper materials that may be identified by any professional carrying out the assessments on behalf of the Purchaser shall be forwarded to the Seller or the Seller’s representative forthwith.

iv) The Seller shall within a period of not more than fourteen days (14) from receipt of the notice referred to in D(iii) above or any other period as may be agreed to between the parties attend to the making good of such faults or defects.

v) Should the Seller fail to meet his obligations under this clause then the Purchaser shall be entitled to either terminate this Agreement or obtain a quote as to the cost of the making good of such faults and defects and the Price stated in Article 3 shall be reduced by such cost (“Amended Price”) and Settlement shall proceed on the basis of the Amended Price.

vi) In the event that any dispute arises due to any matter mentioned in this clause the Purchaser shall always have the right to terminate this agreement without penalty.]

E. Title Search. The Purchaser shall be entitled to first obtain, within ninety (90) consecutive days from the date of this Agreement, confirmation that the Seller possesses and can transfer good and marketable title to the Property, free of any restrictions or limitations.

F. Host Government Approvals. The Purchaser shall be entitled to first obtain, within ninety (90) consecutive days from the date of this Agreement, all authorizations, approvals, permits and confirmations which, pursuant to the laws of the host country, are necessary for the Purchaser to obtain fee simple title to the Property on a tax-exempt basis as provided for in the Vienna Convention on Diplomatic Relations.

G. Final Departmental Approval. The U.S. Embassy/Consulate in __________, shall be entitled to first obtain, within ninety (90) consecutive days from the date of this Agreement, final approval from the Department of State’s Director and Chief Operating Officer of its Office of Overseas Buildings Operations to proceed with the purchase of the Property.

H. Funding. The Purchaser shall be entitled to first identify and obtain funding for the acquisition of the Property and secure internal approvals and support for the acquisition.

7. Default by Purchaser. Except as expressly provided in Sections 6, 7, 8 and 11, in the event of the failure of the Purchaser to complete this Contract, so long as Seller is not in default, all money paid by the Purchaser to the Seller shall be retained by the Seller as consideration, and all rights of the Purchaser under this Agreement shall terminate.

8. Default by Seller. In the event of the failure of the Seller to deliver vacant possession and ownership, or in the event of any default by the Seller, all money paid by the Purchaser to the Seller shall be returned by the Seller immediately upon demand or, at Purchaser’s discretion, the Purchaser shall have the option to avail itself of any legal or equitable rights, including without limitation, the right of specific performance, which Purchaser may have at law or in equity. Failure to vacate and deliver the premises with promised improvements in place by the termination date in paragraph 4, will result in a penalty to the seller for every month (or portion thereof) thereafter of 2% of the purchase price and will entitle the USG to pursue legal satisfaction for breach of contract.

9. Title. The Property shall be sold free of encumbrances, mortgages, restrictions, limitations or other agreements affecting the land or building(s). The Seller guarantees that on the Settlement Date there will not exist before any local authority any lien, tax, or other federal tax or charge of any kind, any preventive or executive measures (embargo, attachment, prohibition on selling and taxing), or any other measure that curtails, diminishes, or limits free disposal of the Property). The Property shall be delivered free of any form of occupancy, tenancy, lessees, borrowers, squatters or any other unlawful possessor or holder. Title is to be good and marketable subject to easements, covenants, conditions and restrictions of record, if found to be acceptable to Purchaser; otherwise this Agreement shall be voidable at the option of the Purchaser. If, during the life of this Agreement any of the matters described in this paragraph adversely affect the Property or its value, the Seller shall undertake all procedures necessary or advisable to diligently resolve the problem within sixty (60) days at its cost, failing which the Purchaser shall have the right to terminate this Agreement without penalty.

10. Discharge of Mortgages. In keeping with clause 9 (as above), should the property be subject to one or more liens or mortgages to any lending institution or individual, the Purchaser agrees to accept from the seller a discharge of such mortgage provided that such document is in registerable form. The Seller agrees to comply with any requisition that may be raised by the Land Registry office with respect to the registration of such discharge and pay the registration fee due in respect of such discharge.

11. Representations. If any representation in this contract is untrue or incomplete on and as of the Settlement Date, Seller will be in default and Purchaser may terminate this contract and avail itself of all remedies provided in Section 8. All representations contained in this contract will survive closing.

12. Based upon the Vienna Convention on Diplomatic Relations, the Seller acknowledges that the Purchaser is exempt from the payment of all [list relevant property taxes and fees for which we have exemption, based on local counsel’s opinion]. Given this, the Seller will attend to the payment of all such fees and taxes up to and including the date of settlement and should such fees and taxes be paid to a date beyond the date of settlement the Seller shall have no right to request nor will the Purchaser allow any pro rata adjustment in favor of the Seller.

13. Termination. If for any reason, the conditions listed in Article 6 have not been met to the Purchaser’s satisfaction by the Settlement Date in Article 4, Purchaser shall notify Seller in writing and on the date of such notice, this Agreement shall terminate, and both parties shall be released from their respective obligations and neither shall have to pay the other any indemnification. However, as stated in Article 4, the parties may agree in writing to extend the Settlement Date to allow sufficient time to satisfy the condition(s).

14. Expenses and Fees. All appropriate fees and any other property charges assessed to the Seller under local law shall be borne by the Seller. Fees and any other property charges assessed to the Purchaser under local law from which the Purchaser is not exempt based upon the Vienna Convention, shall be borne by the Purchaser. Purchaser’s agreement to be responsible for any taxes, costs, and fees do not constitute a waiver of any exemptions Purchaser is or may be entitled to under international or local law.

15. Assignability. This Agreement may not be assigned without the written consent of the Purchaser and the Seller.

16. Covenant. The Parties to this Agreement agree that it shall be binding upon them, and their heirs, executors, administrators, successors and assigns; that the provisions hereof shall survive the execution and delivery of the aforesaid Title/Transfer/Deed document, and shall not be merged therein; that this Agreement, unless amended in writing, contains the final and entire agreement between the parties hereto and that they shall not be bound by any previous conditions, oral statements, warranties or representations not herein contained. The words “Seller” and “Purchaser” as used in the Agreement shall include the plural as well as the singular and masculine as well as the feminine.

17. This Agreement shall be governed by the laws of the country in which the Property is located.

18. Languages. If this Agreement is executed in both English and _____, the English version shall control in the event of a dispute concerning the text of this Agreement.

19. Seller’s Certifications. In conjunction with the execution of this Agreement, the Seller has executed the Seller’s Certification, attached hereto as Exhibit B.

20. NOTICES: All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by facsimile machine or Email as follows:

To Purchaser at: To Seller at:

Telephone __________________________Telephone _______________________ Facsimile __________________________Facsimile _______________________ Email __________________________Email _______________________

This provision does not apply to service of judicial process upon the Purchaser, which must be made through diplomatic channels or otherwise in accordance with international law.

IN WITNESS WHEREOF, the Parties hereto execute this Agreement through their duly empowered legal representatives:

SELLER: PURCHASER:

The United States of America

By:___________________________ By:_____________________________

Date:__________________________ Date:____________________________

Witness: ______________________ Witness: _________________________

[Add block for notary signature, if needed]

EXHIBIT A

THE PROPERTY (BOUNDARY SURVEY OR PLOT PLAN)

EXHIBIT B

SELLER’S CERTIFICATION

1. Officials not to benefit. No member of or delegate to the U.S. Congress, or resident U.S. commissioner, shall be admitted to any share or part of this contract, or to any benefit arising from it.

2. The right of the Seller to proceed may be terminated by written notice if, after notice and hearing, the Secretary of State of the U.S. Department of State or a designee determines that the Seller, its agent, or another representative:

A. Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official or employee of the United States Government; and

B. Intended, by the gratuity, to obtain a contract of favorable treatment under a contract.

3. The facts supporting this determination may be reviewed by any court having lawful jurisdiction. If this contract is terminated, the United States Government is entitled to pursue the same remedies as in a breach of the contract. The rights and remedies of the United States Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

4. Covenant against contingent fees. The Seller warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except for a bona fide employee or agency. For breach or violation of this warranty, the U.S. Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of the contingent fee.

5. As used in this article:

A. “Bona fide agency” means an established commercial or selling agency, used or maintained by the seller for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain U.S. Government contracts nor holds itself out as being able to obtain any U.S. Government contract or contracts through improper influence.

B. “Bona fide employee” means a person, employed by the Seller and subject to the Seller’s supervision and control as to time, place, and manner of performance who neither exerts nor proposes to exert improper influence to solicit or obtain U.S.

Government contracts nor holds itself out as being able to obtain any U.S. Government contract or contracts through improper influence.

C. “Improper influence” means any influence that induces or tends to induce a U.S. Government employee or offer to give consideration to act regarding a U.S.

Government contract on any basis other than the merits of the matter.

6. Certification and disclosure regarding payment to influence certain federal transactions.

The Seller, by signing this Agreement, hereby certifies to the best of its knowledge and belief that on or after December 23, 1989:

A. No appropriated funds of the United States Government have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency of the U.S. Government, a Member of the United States Congress, an employee of a Member of Congress, or an officer or employee of the U.S.

Congress, on the Seller’s behalf in connection with the award of any United States Government contract (including this Agreement), or the extension, continuation, renewal, amendment or modification of any such contract or agreement.

B. If any funds other that the United States Government appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency of the U.S. Government, a Member of the United States Congress, an employee of a Member of Congress, or an officer or employee of the U.S.

Congress, on the Seller’s behalf in connection with this Agreement, the Seller shall complete and submit to the contracting officer, prior to the execution of the Agreement, OMB standard form LLL, Disclosure of Lobbying Activities; and

C. The Seller will include the language of this certification in any contract awarded by Seller to fulfill Seller’s obligations under this Agreement that exceeds $100,000, and will require that all recipients of such contract award shall certify and disclose accordingly.

7. Submission of this certification and disclosure is a prerequisite for making or entering into this Agreement imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the Disclosure form to be filed or amended by this provision shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

Signed:

_________________________________________ Date: ________________________ Seller

ATTACHMENT B

FOREIGN AFFAIRS MANUAL – FAM 432.4 PRE-PURCHASE CERTIFICATION

15 FAM 432.4 Pre-purchase Certification

(CT:OBO-36; 10-31-2013)

a. After OBO for Department of State properties, or, in the case of USAID properties, USAID/W-M/MS/OMD, authorizes the employment of local experts, the local expert in land titles must search the title and formally report in English that the field verification survey and the engineer’s or land surveyor’s report have been compared with the existing title record. The expert’s report must contain the following certifications:

(1) That the property description in the purchase 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) The field verification of the existing title records reveals:

(a) No discrepancies exist in measurement of boundaries or land areas;

(b) There are conditions (if these exist) that might adversely affect the U.S.

interests (conditions to be listed) that do not appear in the abstract of title;

or

(c) 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 vendor, at his or her 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;

(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

(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.

b. If the description referred to in subparagraph (a)(1) of this section differs, the post must submit to OBO for Department of State properties, or, in the case of USAID properties, USAID/W-M/MS/OMD, a report that details the variances and the points that correspond. The report should indicate the steps necessary to correct the variances, if such corrections are recommended. If encumbrances or defects exist, the post must report to OBO for Department of State properties, or, in the case of USAID properties, USAID/W-M/MS/OMD, their nature, duration, and any plans to correct them.

c. Fees for services of local land title experts will be funded by OBO for Department of

State properties, or, USAID/W-M/MS/OMD, for USAID properties when notified of the estimated charge.

ATTACHMENT C

FOREIGN AFFAIRS MANUAL - FAM 432.5 POST-PURCHASE CERTIFICATION

15 FAM 432.5 Post-purchase Certification

(CT:OBO-36; 10-31-2013)

Upon completion of the purchase, the local expert in land titles must certify in writing that:

(1) The deed is in the form approved and uniformly used in the country;

(2) The deed has been filed, recorded, and registered in accordance with local law, and the

United States of America is now the legal owner of…