9A, City - County Joint Powers Agreement for TCAAP

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operation and maintenance of the groundwater remediation and monitoring well systems including, without limitation, rights related to access. 3. CONTINUING OFFER. This Offer shall be deemed a firm and continuing offer from the date of receipt by the Government of this Offer executed by the Purchaser in accordance with the terms of this Offer along with the Deposit until accepted or rejected by the Government; provided,however, that after 120 days have elapsed from the date of such receipt,the Purchaser not having received notice of acceptance may consider this Offer rejected and shall be entitled to the return of the Deposit, and if the Government desires to accept the Offer after such 120 days, the consent of the Purchaser thereto shall be obtained, provide that if the Purchaser does not consent, the Government shall promptly return the Deposit to the Purchaser. 4. NOTICE OF ACCEPTANCE OR REJECTION. Notice by the Government of acceptance or rejection of this Offer shall be deemed to have been sufficiently given when delivered or mailed to the Purchaser or its duly authorized representative at the address indicated in this Offer. 5. RESOLUTION. There shall be attached to this Offer a copy of the Purchaser's duly executed resolution authorizing the purchase of and funding for the purchase price of the property. The resolution shall be duly certified under the County seal of the Purchaser to be a true copy. 6. RESCISSION. The Purchaser may rescind its offer, and the Government will return any earnest money(e.g. the Deposit) paid up until the date of rescission, i£ (i)State or other agency financing for the remediation and redevelopment of the Property in such amounts and form as deemed acceptable to Purchaser in Purchaser's sole discretion is not obtained or otherwise made available or committed to Purchaser in such manner as satisfactory to Purchaser in Purchaser's sole discretion(the"Remediation Financing") on or before December 20, 2012. If Purchaser does not deliver notice to the Government on or before December 20, 2012 that condition(i)has been satisfied or waived,this Offer shall be deemed rescinded by Purchaser,the Government shall promptly return the Deposit to Purchaser(without interest), and this Offer shall immediately terminate and the parties shall have no further obligation to each other expect the obligation of the Government to return the Deposit to Purchaser. Purchaser's notice shall be by a writing by the County Manager, or her designee, and shall be delivered to the Government by electronic delivery(email) to Kevin Legare, Real Property Utilization and Disposal, US General Services Administration, Thomas P. O'Neill Federal Building , Tenth Floor., 10 Causeway Street, Boston , MA 02222; kevin.legare&gsa.gov, with confirmation of transmittal to follow, or by U.S. Mail, and shall be deemed delivered upon execution by County of the electronic instruction to send the email notice or upon deposit in the U.S. Mail addressed as set forth above. The Government may rescind its acceptance of this Offer if it is reasonably determined by the Government that such action is justified for such causes as a military conflict, a national emergency, or evidence of default, by the Purchaser. For the purpose of this Offer, default shall include but not be limited to, misrepresentation or other wrongful conduct, assignment of the Offer, violation of the covenant against contingencies fees, and inability to 4 176632v1