9A, City - County Joint Powers Agreement for TCAAP

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AMENDED OFFER TO PURCHASE The undersigned,County of Ramsey, a political subdivision of the State of Minnesota,having an address at 250 City Hall-Courthouse, St. Paul, Minnesota, 55102, (hereafter called the "Purchaser")hereby offers to purchase from the UNITED STATES OF AMERICA, acting by and through the General Services Administration, Property Disposal Division, Region One, 10 Causeway Street, Room 925, Boston, Massachusetts 02222, (hereafter called the "Government") on the terms and subject to the conditions set forth, a parcel of real property comprised of approximately 427 acres of land, including improvements thereon, known as a portion of the former Twin Cities Army Ammunition Plant (TCAAP), more particularly shown on the plan attached hereto as Exhibit A and incorporated herein (the"Property"). Notwithstanding the foregoing, all buildings and personal property comprising the groundwater remediation and monitoring well systems will be retained by the Government and are not a part of the Property. This Amended Offer to Purchase (the Amended Offer to Purchase is referred to herein as this "Offer") supersedes and replaces in its entirety the Offer to Purchase dated December 28, 2011 signed by Purchaser and with respect to the Property(referred to herein as the"Original Offer") and the acceptance hereof shall constitute an agreement("Agreement") between the Purchaser and the Government, effective as of the date of acceptance. The Agreement shall constitute the whole contract to be succeeded only by subsequent agreements, to be determined by the parties, and the formal instruments of transfer, unless modified in writing and signed by both parties. No oral statements or representations made by, or for, or on behalf of either party shall be a part of such contract. Prior to any closing, this Offer, or any interest herein, shall not be transferred or assigned by the Purchaser without the written consent of the Government, and any such action, without such consent, shall be void. Negotiated sales to public bodies under 40 U.-S.-C. 545(b)(8) will be considered only when the disposal agency has made a determination that a public benefit will result from the negotiated sale which would not be realized from a competitive sale disposal. TERMS AND CONDITIONS 1. PURCHASE PRICE. The purchase price for the Property is $28,000,000 and reflects the elimination from the Original Offer of the North Access Road (as was defined in the Original Offen(the"Purchase Price"). Pursuant to the Original Offer, the Government and the Purchaser reached an agreement on the dollar value of the following credits to the Purchase Price: (i) the agreed upon cost to demolish all structures on the Property(utilities, infrastructure and buildings), including the costs to remove and dispose of any contaminants present in the structures; (ii)the agreed upon cost to remediate hazardous substances and petroleum in the soil on the Property to achieve the highest and best use; and (iii) the agreed upon cost to relocate or otherwise alter the groundwater treatment and monitoring well systems. The Original Offer was an offer to purchase 430 acres of land and the land referred to in the Original Offer as the North Access Road. This Offer reflects the Army's expressed need to maintain the footprint on the Property for the groundwater treatment system and the request 1 176632v1