Purchase template.pdf

PURCHASE AND SALE AGREEMENT

Project: NASA Headquarters Tracts: TBD

Washington, D.C.

No.: __________________________________

Vendor: TBD

This PURCHASE AND SALE AGREEMENT ("Agreement") is entered into by and between the SELLER

NAME AND ADDRESS ("Seller"), and the UNITED STATES OF AMERICA (USA), represented by the NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA) and its assigns ("Buyer") and is effective as of the date of countersignature by Seller ("Effective Date").

WHEREAS, the OWNER/SELLER as depicted on Exhibit "A", attached hereto and made a part hereof for all purposes; and

WHEREAS, Buyer desires to purchase the building located at BUILDING ADDRESS, CITY, STATE, ZIP

CODE, consisting of approximately XXX,XXX square feet of office space for the purpose of serving as the NASA Headquarters.

WHEREAS, Buyer desires to purchase the Property, as described and defined in Section 1.1 below, and Seller desires to sell that property on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set out in this Agreement, the parties hereby agree as follows:

Article I.

Sale and Purchase

1.1 Seller hereby agrees to sell, convey, and assign to Buyer and Buyer hereby agrees to purchase and accept from Seller, for the Purchase Price (hereinafter defined), and on and subject to terms and conditions set forth herein, the good and indefeasible title in fee simple to the following building:

BUILDING ADDRESS:

DESCRIPTION

1.2 Purchase Price. The purchase price (the "Purchase Price") for which Seller will sell and convey the

Property to Buyer, and which Buyer will pay to Seller for the Property is PURCHASE PRICE NO/100s

DOLLARS ($XXX,XXX.XX) and is based on the Appraisal Report Dated APPRAISAL DATE, prepared by APPRAISER. Buyer shall pay the Purchase Price to Seller in immediately available funds at Closing, and subject to any adjustments provided elsewhere in this Agreement.

Article II.

Due Diligence Investigation of the Property

2.1 Investigation and Inspection. Until 60 days following the Effective Date or such later date as agreed in writing by the parties (the “Inspection Period”), subject to the Property Access Requirements set forth below, Buyer will have the option and right to conduct such investigations, inspections, audits, analyses, surveys, tests, examinations, studies, and appraisals of the Property, as Buyer deems necessary or desirable, at Buyer's sole cost, risk and expense, to determine if the Property is suitable for Buyer's purposes; provided, however, and Buyer shall cause the Property to be restored to its condition prior to any of Buyer's or its agents' activities that alter the condition of the Property. Notwithstanding anything contained in this Agreement to the contrary,

2.2 Property Condition Reports. During the Inspection Period, Seller will allow Buyer reasonable access to copies of the following that are in Seller's possession regarding the Property ("Seller's Reports"): all books and records (excluding only market studies or appraisals) relating to the Property and the ownership and maintenance thereof, all title policies, all surveys, all existing leases of space in the Property, all service, maintenance, and other Agreements relating to the ownership and operation of the Property, all building permits and certificates of occupancy or of substantial completion, if any; all operating statements relating to the Property, and all plans and specifications.

2.3 Surveys. Within 15 days following its receipt of the Original Title Commitment, as defined below, or such later date as agreed in writing by the parties, Buyer will have the right, at Buyer's sole cost and expense, to prepare or cause to be prepared a survey ("Survey") of the Property prepared by a licensed surveyor selected by standard federal contracting procedures and regulations, which

Survey shall conform to pertinent federal standards and regulations set by the United States

Department of Justice, and shall also (i) reflect the actual dimensions of, and area within, the land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and the outside boundary lines of all Improvements, (ii) identify all easements, set-back lines, and other matters referred to on the Title Commitment by volume and page reference, (iii) include the surveyor's registered number and seal, the date of the Survey, and a certificate satisfactory to Buyer, in its reasonable discretion, (iv) reflect that there is access to and from the land from a street or road, (v) be sufficient to cause the Title Company (defined below) to delete

(except for "shortages in area") the printed boundary exceptions in any Owner's Title Policy, and

(vii) in general, comply with the requirements of the District of Columbia Surveyor's Association for a Category 1A Condition I Survey. For purposes of the property description to be included in the

Special Warranty Deed to be delivered pursuant to Section 5.2.b. hereof, such field notes shall be incorporated in this Agreement upon their completion and approval by Buyer and reasonable approval by Seller and shall be used in all closing documents to be delivered pursuant to this

Agreement.

2.4 Title Review. The title to the Property must be approved on behalf of the United States by the applicable Office of Regional Counsel of the Army Corps of Engineers and by the Land Acquisition Section, Environmental and Natural Resources Division of the United States Department of Justice.

Within 45 days following the Effective Date or such later date as agreed in writing by the parties, Buyer will have the right to order, at Buyer’s sole cost and expense, from a title company (the “Title Company”) a title commitment covering the Property (“Original Title Commitment”), together with copies of all documents constituting exceptions to Seller's title as reflected in the title commitment. Within 60 days following the Effective Date or such later date as agreed in writing by the parties (the ”Original Title Review Period”), Buyer shall notify Seller in writing of any title exception or other matter shown in the Original Title Commitment or in the Survey (“Original Title Objections”) to which Buyer objects. If Buyer does not obtain an Original Title Commitment or a Survey on or before the last day of the end of the Original Title Review Period, Buyer will be deemed to have approved the exceptions and/or conditions that would have been shown in an Original Title Commitment or Survey had they been obtained. If, before Closing, any subsequent title commitment or survey which is delivered to Buyer reflects additional exceptions to title not created by Buyer and not previously approved by Buyer, Buyer has thirty (30) days ("Subsequent Title Review Period") following receipt of such revised title commitment (“Subsequent Title Commitment”) and/or survey to object to any additional exception or condition contained therein that is not a Waived Objection ("Subsequent Title Objections") by giving written notice to Seller. If Buyer fails to give notice of any Original Title Objections to Seller on or before the last day of the Original Title Review Period, Buyer will be deemed to have approved the exception(s) and/or condition(s) as reflected by the Title Commitment and/or survey. If Buyer fails to give notice of any Subsequent Title Objections to Seller on or before the last day of the Subsequent Title Review Period, Buyer will be deemed to have approved the exception(s) and/or condition(s) as reflected by the Subsequent Title Commitment and/or survey.

If Buyer gives notice of any Title Objections during the Title Review Period, Seller has the right, but not the obligation (except for matters caused or created by Seller), to cure any of the Title Objections within fifteen (15) days after receipt of Buyer's Title Objections, or such later date as the parties may agree in writing. If Seller fails, is unable, or refuses for any reason to cure any of the Title Objections, Buyer will, within thirty (30) following its receipt of written notice from Seller of such failure, inability or refusal, as its sole and exclusive remedy (Buyer hereby waiving all other remedies), either (i) terminate this Agreement by notice in writing to Seller, or (ii) waive any such defects and accept Seller's title as reflected in applicable title commitment and/or survey. If Buyer fails to give timely notice of its election and proceeds to close its purchase of the Property, Buyer will be deemed to have elected to proceed under clause (ii) above. Seller agrees that it will not create (or cause to be created) any liens on the Property prior to the Closing without the prior written consent of Buyer.

2.5 Property Access Requirements. Buyer agrees that it and its employees, contractors and agents shall conduct all Inspection Period work on the Property in compliance with all applicable federal, state and local rules, laws, ordinances, policies, codes, policies and guidelines, including, without limitation, all safety, health and environmental laws. Buyer shall contact Seller to coordinate access to and egress from the Property. Buyer shall comply and shall cause its employees, contractors and agents to comply with all Seller Security protocols.

Article III.

Representations and Covenants

3.1 Seller's Representations and Covenants. Seller hereby represents to and covenants with Buyer that the following facts are true and correct and that if prior to closing Seller discovers that one or more of such facts are untrue or inaccurate, Seller will inform Buyer in writing of the discovery, including, but not limited to any change or proposed change in the allowed use of the Property. Buyer's obligation to consummate this transaction will be contingent upon the lack of any material variance with respect to the truth and accuracy of all the following facts as of the day of Closing.

(a) From the Effective Date until the Closing Date, Seller will (i) maintain and operate the Property in a good and businesslike manner in accordance with good and prudent business practices, and not commit or permit to be committed any waste to the Property, (ii) not transfer, sell, or convey any portion of the Property to any person or entity other than Buyer, (iii) not enter into any agreement or instrument or take any action that would constitute an encumbrance of the Property, that would bind Buyer or the Property after Closing, and that would be outside the normal scope of maintaining and operating the Property, without the prior written consent of Buyer, (iv) not take any action or commit or suffer any acts which would give rise to a variance from the current legal description of the Property, and (iv) afford Buyer and its representatives the continuing right to inspect the Property at reasonable hours, and any and all books, records, agreements, and other documents or data pertaining to the ownership, insurance, operation, or maintenance (excluding only market studies or appraisals) of the Property;

(b) Seller has and will have as of Closing, good and indefeasible fee simple title to the Property, free and clear of any conditions, liens, security interests, liabilities, assessments, pending assessments, agreements, leases, judgments, claims, rights, easements, restrictions, exceptions or reservations placed or caused to be placed on the Property by Seller, except the Permitted Encumbrances. If title to the Property is not in the condition called for by this Agreement on the Closing Date, then Buyer, as Buyer’s sole remedy, shall have the right to terminate this Agreement.

(c) At the Closing, there will be no unpaid bills for labor or materials furnished to Seller in connection with the Property that would cause a mechanic's or materialman's lien to be filed on the Property. Seller represents that no liens affecting the Property which secure an obligation to pay money (other than installments of real estate taxes not delinquent as of the Closing Date) shall encumber the Property at Closing, and Buyer’s satisfaction as to the accuracy of such representation shall be a condition of Closing.

(d) There are no actions, suits, claims, assessments, or proceedings pending or, to the knowledge of Seller, threatened that could materially adversely affect the ownership, operation, or maintenance of the Property or Seller's ability to perform hereunder;

(e) Seller has not received notice, actual or constructive, from any person or source, claiming that the location, operation or use of the Property, or any part thereof, is in violation of any statute, ordinance, code, rule or regulation of any governmental entity, or any restrictive covenant or deed restriction, including but not limited to zoning regulations and building codes, health and environmental laws and regulations, or stating that any investigation has been commenced or is contemplated regarding any of the foregoing, and Seller has no knowledge that any of the foregoing is pending or threatened;

(f) Seller, in connection with the Property, is not currently in violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any laws pertaining to health or the environment, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property;

(g) There are no adverse or other parties in possession of the Property; and

(h) Seller has the full right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out Seller’s obligations under this Agreement, all requisite action necessary to authorize Seller to enter into this Agreement and to carry out Seller's obligations hereunder has been or on or before Closing will have been taken. Neither this Agreement nor any instrument, document, or agreement to be executed by Seller in connection with the sale of the Property herewith does now or will hereafter constitute a breach of or default under, or invalidate, make inoperative or interfere with any contract, agreement, lease, easement, right or interest affecting or relating to the Property, and the person signing this Agreement on behalf of Seller has been duly authorized by Seller to execute this Agreement.

3.2 Buyer's Representations and Covenants. Buyer hereby represents to and covenants with Seller that, prior to Closing, Buyer will have all the requisite power and authority, take all actions required by applicable law, and obtain all necessary approvals, to execute and deliver this Agreement, and to consummate the transactions contemplated in this Agreement. Each individual executing this Agreement on behalf of Buyer represents and warrants to Seller that he is duly authorized to do so.

Buyer acknowledges that neither Seller, nor any of Seller's disclosed or undisclosed officers, directors, employees, agents or representatives, has any representations to Buyer except as set forth herein; and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than those specifically set forth in Article 3.

Buyer represents that gratuities (in the form of entertainment, gifts, or otherwise) have not been offered or given by Seller, or any agent or representative of Seller, to any contractor, officer, or employee of Buyer with a view toward securing this agreement, or favorable treatment with respect to the awarding or amending of this Agreement, or to the making of any determinations with respect to the performing of such Agreement

Buyer acknowledges that this Agreement affords Buyer the opportunity for investigations, examinations and inspections of the Property.

Article IV.

Limitation of Warranties

4.1 Seller represents that at Closing there shall be no claims, costs, liabilities, judgments, losses, or expenses arising out of, resulting from, or connected with any matters or conditions occurring as a result of Seller’s activities (and those of its employees, agents, contractors, and representatives) related to the Property prior to Closing that will adversely affect title to the Property or that will reasonably result in direct damages against Buyer, and Buyer’s satisfaction as to the accuracy of such representation shall be a condition of Closing. In the event evidence of such matters arises after Closing, Buyer reserves the right to assert claims for such matters against Seller after Closing.

Risk of Loss

4.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS

ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN,

PAST, PRESENT OR FUTURE, OF, AS TO, OR, CONCERNING (i) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, (ii) THE NATURE AND EXTENT OF ANY RIGHT-OF- WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY, (iii) THE COMPLIANCE OF THE

PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY

GOVERNMENT OR OTHER AUTHORITY OR BODY, OR (iv) THE EXISTENCE OF ANY TOXIC OR

HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE

PROPERTY. BUYER ACKNOWLEDGES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT

THE PROPERTY AND THE PROPERTY INFORMATION, BUYER IS RELYING SOLELY ON ITS OWN

INVESTIGATION OF THE PROPERTY AND THE PROPERTY INFORMATION AND NOT ON ANY

INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND ACCEPTS THE PROPERTY IN ITS

PRESENT CONDITION, EXCEPT FOR SPECIFIC REPRESENTATIONS AND COVENANTS OF SELLER

SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED

AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF

SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR

VERIFICATION OF SUCH INFORMATION AND (B) HAS NOT MADE ANY EXPRESS OR IMPLIED,

ORAL OR WRITTEN, REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH

INFORMATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. THE PROPERTY IS BEING SOLD

AND CONVEYED HEREUNDER ON AN "AS IS WHERE IS WITH ALL FAULTS" BASIS, AND BUYER

EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER

HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER HAS NOT MADE AND DOES NOT

HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARISING BY

OPERATION OF LAW OR OTHERWISE, WHATSOEVER WITH RESPECT TO THE CONDITION OF THE

PROPERTY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY

REGARDING CONDITION, HABITABILITY, SUITABILITY, QUALITY OF CONSTRUCTION,

WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND BUYER

ACKNOWLEDGES THAT IT IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING UPON ANY

ORAL STATEMENT OR REPRESENTATION MADE BY SELLER, ANY BROKER OR BY ANY OTHER

PERSON.

4.3 Seller agrees that loss or damage to the property by fire or acts of God shall be at the risk of the

Seller until the title to the Property has passed to Buyer at Closing, and, in the event that such loss or damage occurs, Buyer may, without liability, refuse to accept conveyance of the title or it may elect to accept conveyance of title to such Property, in which case the Property will be appraised and there shall be an equitable adjustment of the Purchase Price.

4.4 The provisions of this Article 4 shall survive the termination of this Agreement and the Closing.

Article V.

Closing

5.1 Closing. The exact date ("Closing Date") will be mutually agreed upon in writing by Buyer and Seller.

The Closing will occur at [LOCATION]. Closing shall be conducted by the U.S. Army Corps of Engineers (“Closing Agent”).

The Closing shall commence at [TIME] on the Closing Date, or at such location or time mutually agreed upon by Buyer and Seller.

5.2 Closing Obligations. At the Closing, the following (which are mutually concurrent conditions) must occur:

(a) Buyer's Obligations. Buyer, at its sole cost and expense, must deliver or cause to be delivered to Seller immediately available federal funds in the amount of the Purchase Price and subject to any adjustments for pro rations.

(b) Seller's Obligations. Seller, at its sole cost and expense, must deliver or cause to be delivered to Buyer a Special Warranty Deed fully executed and acknowledged by Seller, in substantially the form of that attached hereto as Exhibit "B", conveying good, indefeasible, fee title to the Property to Buyer. The Special Warranty Deed may be amended as mutually agreed upon by the Buyer and Seller prior to the date of Closing.

(c) Other Instruments. Seller and Buyer will execute and deliver such other documents as are customarily executed in the District of Columbia in connection with the conveyance of real property, including all required closing statements, releases, affidavits, evidences of authority to execute the documents, and any other instruments that may be reasonably required by the Closing Agent.

5.3 Prorations.

(a) Taxes. Buyer is exempt from property taxes. Notwithstanding anything to the contrary herein, Seller will be responsible for all taxes assessed against the Property for any period prior to Closing, and Buyer will be responsible for all taxes assessed against the Property for any period after Closing.

(b) Income and Expenses. All other income and expenses pertaining to the Property will be prorated at the Closing effective as of the Closing Date. Seller will request that all utility meters be read on the Closing Date and Seller will be solely responsible for all utility charges prior to the Closing Date.

(c) Adjustments. If any adjustments are, subsequent to Closing, found to be erroneous, then either party hereto who is entitled to additional monies will invoice the other party for such additional amounts as may be owing, and such amount will be paid within thirty (30) days from receipt of the invoice.

5.4 Closing Costs. Closing costs will be paid as follows:

(a) Seller's Costs. None.

(b) Buyer's Costs. All closing costs (including escrow fees (if applicable), delivery fees, documentary fees, costs for obtaining tax certificates, and costs for recording the Special Warranty Deed), and the premium for any title insurance obtained by Buyer.

(c) Legal Costs. Each party must pay its own attorney's fees.

(d) Other Costs. All other costs and expenses in connection with the transaction contemplated by this Agreement will, except as otherwise expressly provided herein, be borne by Buyer and Seller in the manner in which such costs and expenses are customarily allocated between the parties at closings of the purchase or sale of real property similar to the Property in the District of Columbia metro area.

5.5 Possession. Upon the completion of the Closing, Seller will deliver to Buyer possession of the Property free and clear of all tenancies of every kind and parties in possession.

5.6 Commissions. Seller represents tthat no brokerage commission, finders' fees, or broker's fees have been or will be incurred in connection with the closing of the transaction contemplated by this

Article VI.

Remedies

6.1 Buyer's Default. If Buyer fails to consummate the purchase of the Property pursuant to this

Agreement, Seller's sole and exclusive remedy (Seller hereby waiving all others) is to terminate this Agreement by written notice to Buyer.

6.2 Seller's Default. If Seller fails to consummate the sale of the Property in accordance with the terms of this Agreement for any reason other than Buyer's failure to perform its obligations under this Agreement, Buyer's sole and exclusive remedy (Buyer hereby waiving all others) is either to (i) terminate this Agreement by written notice to Seller, or (ii) waive all defects to title and matters related to the condition of the Property and either, accept a conveyance of the Property from Seller by Special Warranty Deed or enforce specific performance of the obligations of Seller to convey the Property by Special Warranty Deed. If Buyer elects to terminate in accordance with (i) above, neither Buyer nor Seller will have any further rights, duties, or obligations under this Agreement.

6.3 Waiver of Covenants, Conditions, or Remedies. The waiver of one party of the performance of any covenant or condition under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant or condition under this Agreement. The waiver by either or both parties of the time for performing any act under this Agreement shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time.

Article VII.

Miscellaneous

7.1 Notices. Any notice provided or permitted to be given under this Agreement must be in writing and must be served by (i) depositing the notice in the United States mail, addressed to the party to be notified, postage prepaid, and registered or certified with return receipt requested, or (ii) delivering the notice (A) by recognized overnight delivery service, (B) in person to such party, or (C) by facsimile copy transmission. Notice given in accordance with (i) above is effective when mailed.

Notice given in accordance with any of the methods listed in (ii) above is effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties are as follows: If to Seller, to:

SELLER NAME, ADDRESS AND CONTACT INFORMATION

If to Buyer, to:

National Aeronautics and Space Administration Assistant Administrator, Strategic Infrastructure 300 E Street, SW Washington, DC 20546

With a copy to:

Darlene Eltringham

Real Estate Contracting Officer

NASA Headquarters 300 E Street, SW Washington, DC 20546

Any party to this Agreement may change its address for notice by giving three (3) days' prior written notice of the change to the other parties.

7.2 Governing Law. This Agreement is made in the District of Columbia, and the rights and obligations of the Parties hereunder shall be interpreted and construed in accordance with Federal laws.

7.3 Exhibits. The following exhibits attached to this Agreement are incorporated into this Agreement for all purposes.

Exhibit “A” Ellington Airport Property Map Exhibits "B-1, B-2 and B-3" Legal Description of Property Exhibit "C" Form of Special Warranty Deed Exhibit “D” Surplus Property Release

7.4 Entire Agreement. This Agreement, together with all exhibits, is the entire agreement between

Seller and Buyer respecting the subject matter of this Agreement and supersedes all prior understandings and agreements, whether oral or in writing, between the parties respecting the subject matter of this Agreement. No modification of this Agreement or subsequent agreement relative to the subject matter set out in this Agreement will be binding on either party unless reduced to writing and signed by the party to be bound.

7.5. No Rule of Construction. Seller and Buyer have each been represented by counsel in the negotiations and preparation of this Agreement; therefore, this Agreement will be deemed to be drafted by both Seller and Buyer, and no rule of construction will be invoked respecting the authorship of this Agreement.

7.6 Time of Essence. Time is of the essence with respect to each and every term, condition, obligation, and provision of this Agreement.

7.7 Holidays, Etc. Whenever any time limit or date provided in this Agreement falls on a Saturday, Sunday, or holiday under the laws of the District of Columbia or observed by national banks generally, such date will be extended to the next day that is not a Saturday, Sunday or holiday.

7.8 Headings. The section headings contained in this Agreement are for ease of reference only and must not be considered in construing this Agreement.

7.9 Severability. If any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement. This Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained in it and the remainder of the provisions of this Agreement, and the application thereof to any other person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

7.11 No Third-Party Benefit. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. The Seller represents and it is a condition of this Agreement, that no member of or delegate to Congress, or resident commissioner, shall be admitted to or share any part of this Agreement, or to any benefits that may arise therefrom, but this provision shall not be construed to extend to any contract if made with a corporation for its general benefit.

7.12 Gratuities. , or any agent or representative of Seller, to any officer or employee of Buyer with a view toward securing this agreement, or favorable treatment with respect to the awarding or amending of this Agreement, or to the making of any determinations with respect to the performing of such Agreement. In the event this Agreement is terminated pursuant to this paragraph, Buyer shall be entitled to pursue the same remedies against Seller as it could pursue in the event of breach of the contract by Seller. The rights and remedies of Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this

7.13 Amendment. This Agreement may be amended at any time prior to closing by the written agreement of Buyer and Seller. All duly authorized amendments, changes, revisions, and discharges of this Agreement, in whole or in part, and from time to time, shall be binding upon the parties so long as the same shall be in writing and executed by the parties hereto following due authorization.

7.14 Electronic Signature. The Parties hereby agree that each Party may sign and deliver this Agreement electronically or by electronic means and that an electronic transmittal of a signature, including but not limited to, a scanned signature page, will be as good, binding, and effective as an original signature.

7.15 Counterparts; No Offer. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

Neither Buyer nor Seller shall have any right, duty, or obligation under this Agreement unless and until this Agreement or counterparts hereof have been executed by both Buyer and Seller.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, this Agreement has been entered into and effective as of the Effective Date. The Parties have executed this Agreement in multiple copies and/or counterparts, each of which is an original. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized.

ATTEST/SEAL: SELLER

APPROVED: COUNTERSIGNED:

APPROVED AS TO FORM: DATE COUNTERSIGNED:

ACCEPTED AND AGREED TO as of the ______ day of __________, 2021.

“BUYER”

THE UNITED STATES OF AMERICA ATTEST/SEAL:

Real Estate Contracting Officer

National Aeronautics and Space Administration

EXHIBIT "A"

to

PROPERTY MAP

EXHIBIT "B-1"

LEGAL DESCRIPTION

EXHIBIT "C"

SPECIAL WARRANTY DEED

EXHIBIT "D"