9A, City - County Joint Powers Agreement for TCAAP

Home Browse Search

A. Initial Closing. The initial closing(the "Initial Closing") will occur within thirty (30) days following the later of. (i)the Government's acceptance of this Offer; or(ii) Purchaser's notice to the Government that the Remediation Financing (as defined in Section 6 below) is satisfactory. Notice to the Government shall be delivered to the Government on or before December 20, 2012, as provided in Section 6 below. At the Initial Closing: (i)the Deposit will be applied to the Purchase Price and the Purchaser will by certified or cashier check deliver to the Government such additional amount as required to cause the amount paid with respect to the Purchase Price to equal twenty percent (20%) of the outstanding Purchase Price (as adjusted by the credits referenced in Section 1 above); (ii) the Government will deliver to the Purchaser a deed (the "Initial Deed") for a portion of the Property containing approximately 397acres of land as described on Exhibit A-1 attached hereto (which does not include the land conveyed for highway purposes as provided in Section 1 above); (iii)the Government and the Purchaser will enter into a lease(the"Lease"), a draft of which is attached hereto as Exhibit C for approximately 30 acres of land(the "Leased Property"), which land is highlighted in red and brown on the map attached as Exhibit B; and (iv) the United States Department of Army(the"Army") and the Purchaser will enter into a Memorandum of Agreement in order to set forth the terms and conditions governing the interaction of the Purchaser and the Army relating to property management, environmental response actions, continued operation and maintenance by the Army of the groundwater remediation systems, and other matters. B. Final Closing. Within ten(10)business days following receipt by the Army of appropriate written assurances from the MPCA and concurrence from the United States Environmental Protection Agency("EPA") determining that the Leased Property has been remediated to the Minnesota Tier II Industrial/Commercial Soil Reference Values; and (ii) the Government's receipt of the balance of the Purchase Price due from Purchaser(as adjusted by the credits referenced in Section 1 above), as the same may be diminished by credits to the Purchaser for costs of Self Help as described in Section 27 of this Offer, the Government will deliver to the Purchaser a deed for the Leased Property(the"Final Deed"). The Initial Deed will retain all necessary rights to ensure that the Leased Property remains marketable(including,without limitation, a retention of rights for access to and from the Leased Property), which rights shall terminate if, as and when the deed for the Leased Property is delivered to the Purchaser. Each deed will include certain environmental covenants required by Chapter 114E of the Minnesota Statutes (the"Environmental Covenants") and certain land use controls required by the Land Use Control Remedial Design (the"Land Use Controls") prepared by the Army and approved by EPA and MPCA (the"LUCRD"). Each deed will contain all of the warranties set forth in the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), § 120(h)(3), 42 U.S.C. § 9620(h)(3). Each deed will also retain all necessary rights to allow the Government and its successors and assigns, to facilitate the continued 3 176632v1