9A, City - County Joint Powers Agreement for TCAAP

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from Federal Highway Administration and subsequent agreement from GSA to transfer a portion of the Property for highway purposes that reduces the acreage and results in an adjustment of the Purchase Price as provided in this Section 1. The Government and the Purchaser have further reached an agreement on the dollar value of the following additional credits and adjustments to the Purchase Price (numbered to be continuous with the already agreed upon credits): (iv) the lack of utility for the land that is occupied by the ground water treatment plant and subgrade collection system; and(v) the land to be conveyed by the Government to the Federal Highway Administration for additional highway right-of-way for the improvement of Highways 96 and US 10 at their intersection/interchange. The amount of the credit for item (iv) is with respect to 5.5 acreas and is $357,500 and the amount for item (v) is with respect to 2.99 acreas and is $194,350.00. A summary is provided below: Item (iv)— 5.5 acres, or$357,500.00 Item (v)—2.99 acres or$194,350.00 Items (iv,v)—8.49 acres or$551,850 Purchase Price before credit items (i)—(v) $28,000,000.00 Original credit amount (Items i,ii,iii) $22,549,125.00 Items (iv) and (v) $551,850.00 Purchase Price after credits $4,899,025.00 Not included in the credit for remediation are the costs for due diligence activities: (i)typically performed by a purchaser in the acquisition of real property that is similar to the Property; and (ii) performed in connection with the development of the Property. Pursuant to the Original Offer,Purchaser delivered to the Government on or about December 28, 2011 an initial earnest money deposit (the"Initial Deposit") in the amount of Three Hundred Thousand and no/100 Dollars ($300,000.00), in the form of certified or cashier checks made payable to the U.S. General Services Administration,and also delivered to the Government on or about May 10, 2012 an additional earnest money deposit (the "Second Deposit") of Two Hundred Ninety-Five Thousand Eighty-Seven and 50/100 Dollars ($295,087.50). The amount of earnest money deposit already delivered to the Government is $595,087.50. The Initial Deposit and the Second Deposit are together the"Deposit". For the purposes of this Offer the Deposit shall be deemed as being delivered pursuant to this Offer. 2. DELIVERY OF INSTRUMENTS OF CONVEYANCE. The transfer of title to the Property to the Purchaser will be phased and will occur at two separate closings, which are described below: 2 176632v1