SOW - Disposal of Property Real Estate Attorneys for US Embassy Annex Building at No.44, Galle Road, Colombo 3.docx

Scope of Work (SOW) Legal Services: Property Disposition Colombo, Sri Lanka

The United States Government (USG) requires legal services in connection with the disposal of the American Center Annex located at 44 Galle Road in Colombo, Sri Lanka.

Property Description:

The American Center Annex consists of a 2,323 square meter office building constructed in 1910 situated on an ocean-front plot of land. The intent is to dispose of the property “as is” after the Embassy has vacated and the property is decommissioned.

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 purchase 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.

Submission Documents:

The following documents must be submitted to the Contracting Officer or Contracting Officer’s Representative in order to be considered for this opportunity. The documents include:

a) Pricing Proposal and Quote; if applicable, vendor must submit property sale fee/s in accordance with local government law and regulations during the sale/s transaction.

b) Brochure or other documentation of the firm indicating its experience and expertise in real estate practices; and,

c) Resumes for each attorney who will be assigned to the work.

United States Government Points of Contact For Submissions:

U.S. Consulate Colombo Points of Contact:

Contracting Officer (CO):

Agnes Bates Contracting Officer 0112028500 batesal@state.gov

Contracting Officer’s Representative (COR):

Krishni Rathnaharan Safety Program Coordinator 0112028500 rathnaharankm@state.gov

Bureau of Overseas Buildings Operations Point of Contact:

Government Technical Monitor (GTM):

Taylor Smith 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 +1 202-374-7177 SmithTW3@state.gov

Scope of Work Disposal of Property Real Estate Attorney’s Services for US Embassy Annex Building at No.44, Galle Road, Colombo 3

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APPENDIX A

SALE AGREEMENT

(U.S. Department of State – USG as Seller) (2023 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”).

4. 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.

(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. 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. 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. 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. 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.

Buyer must be made through the Ministry of Foreign Affairs, or other appropriate governmental entity, in accordance with customary international law.

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.

(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)

The American Center Annex consists of a 2,323 square meter office building constructed in 1910 situated on an ocean-front plot of land. The intent is to dispose of the property “as is” after the Embassy has vacated and the property is decommissioned.

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 # ________________________

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 # ________________________

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 # ________________________ image1.jpeg