03-26-07 Item7H, Resolutino 07-39 Wildlife Corridor Transfer

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OFFER TO PURCHASE The undersigned, the City of Arden Hills, Minnesota, 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, including improvements thereon, known as a portion of the former Twin Cities Army Ammunition Plant (TCAAP), more particularly described in Exhibit A (Legal Description) attached hereto and incorporated herein (the "Property"). The purchase price for the property has been established at $45,000,000. (Forty Five Million Dollars) for the purchase of the Property. An earnest money deposit ("Deposit") constituting $1,500,000 (One Million Five Hundred Thousand Dollars) in the form of certified or cashier's checks made payable to the U.S. General Services Administration shall be paid by the Purchaser to the Government according to the following schedule: (1) $900,000 at the signing of this Agreement (check to be held in trust by the Government and deposited upon final Congressional approval of this Offer to Purchase); (2) $600,000 upon Purchaser's approval and acceptance of the documents and information referenced in Section 5(b) herein. The Deposit shall be applied to the purchase price, the balance of $43,500,000. (Forty Three Million Five Hundred Thousand Dollars) which shall be payable as of the date of closing as set forth herein. This Offer and the acceptance hereof, shall constitute an agreement ("Agreement") between the Purchaser and the Government, effective as of the date of acceptance. Such agreement shall constitute the whole contract to be succeeded only by subsequent agreements, to be determined by the parties, 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 closing, this Offer, or any interest herein, shall not be transferred or assigned by the Purchaser without the consent ofthe Government, and any such action, without such consent, shall be void. Prior to November 1,2006 the Purchaser and the Government will reach agreement on the allowable credits for remediation services in accordance with the TCAAP Response Action Agreement (RAA). 1