9A, City - County Joint Powers Agreement for TCAAP

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the MPCA and concurrence from the EPA determining that the Property has been remediated to allow removal of applicable easements and LUCRD restrictions and authorizing the amendment of the LUCRD and deed, remove such easements and LUCRD restrictions and amend the deed to the Property. Notwithstanding the foregoing, the Purchaser or its successor or assigns shall make such request no more than two (2)times in total and,in the event the process for receiving such appropriate written assurances is lengthy and unduly cumbersome, the Government shall have the right to allow for the Purchaser or its successor or assigns to make only one (1) such request in total. 19. EXCLUSIONS. Buildings and personal property associated with the groundwater remediation and monitoring well systems shall be retained by the Army. The buildings and personal property associated with the groundwater remediation and monitoring well systems are identified in the attached Exhibit B. 20. EXCESS PROFITS COVENANT FOR NEGOTIATED SALES TO PUBLIC BODIES. This covenant shall run with the land starting the date of the Initial Deed and continuing until the date that is three years after the date of delivery of the Final Deed. If at any time before the date that is three years after the date of the transfer of title by the Government by the Final Deed, Purchaser, or it successors or assigns, shall sell the Property in a single transaction or shall sell all or any of it in a series of transactions, it is covenanted and agreed that all proceeds received in excess of Purchaser's or a subsequent seller's actual allowable costs will be remitted to the Government. In the event of a sale of less than the entire Property, actual allowable costs will be apportioned to the portion of the Property sold based on a fair and reasonable determination by the Government. a) For purposes of this covenant, Purchaser's or a subsequent seller's allowable costs shall include: (i) the purchase price of acquiring the Property; (ii) the direct costs actually incurred and paid for physical improvements on the subject Property for the following: improvements on the Property which serve only that Property, including road construction, storm and sanitary sewer construction, other public facilities or utility construction,building rehabilitation and demolition, landscaping, grading, and other site or public improvements; (iii) the direct costs actually incurred and paid for design and engineering services with respect to the improvements described; and (iv)the finance charges actually incurred and paid in conjunction with loans obtained to meet any of the allowable costs enumerated above. b) None of the allowable costs described in paragraph (a) of this section will be deductible if defrayed by Federal grants or if used as matching funds to secure Federal grants. To verify compliance with the terms and conditions of this covenant, the Purchaser, or its successors or assigns, shall submit to the Government on the anniversary date of the Initial Deed an annual report for each year after the date of the Initial Deed and shall continuing doing so on each such anniversary date until the end of the period that is three years after the date of the Final Deed(and if the date that is three years after the date of the Final Deed is not an anniversary date of the Initial Date, the report for the final year shall be for the partial year ending on date that is 7 176632v1