HomeMy WebLinkAboutC2019-501 - 9/17/2019 - Approved LAND EXCHANGE AGREEMENT
BY AND BETWEEN THE CITY OF CORPUS CHRISTI,A POLITICAL SUBDIVISION
OF THE STATE OF TEXAS
AND
THE UNITED STATES OF AMERICA AND ITS ASSIGNS,ACTING BY AND
THROUGH THE DEPARTMENT OF THE NAVY
THIS LAND EXCHANGE AGREEMENT ("Agreement") is made and entered into as of this
Z day ofSeefe,.lief, 2019, by and between the CITY OF CORPUS CHRISTI, a political
subdivision of the State of Texas ("CITY") and the UNITED STATES OF AMERICA and its
assigns, acting by and through the Department of the Navy (the "GOVERNMENT" or
"DEPARTMENT OF THE NAVY" or "NAVY"). They are together referred to herein as the
"PARTIES."
RECITALS
WHEREAS the United States Congress has authorized the Secretary of the Navy the authority to
convey certain real property to the CITY in exchange for real property interests either adjacent or
proximate, and causing an encroachment concern, as determined by the Secretary of the Navy, to
Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying
Field Cabaniss pursuant to certain terms and conditions more fully set forth in Section 2845 of
Public Law No. 115-91, the National Defense Authorization Act for Fiscal Year 2018, signed by
the President of the United States on December 12, 2017 ("Legislation"), Exhibit A, attached
hereto and incorporated herein by reference; and
WHEREAS the GOVERNMENT is fee owner of all of a certain parcel of real property in Nueces
County, Texas known as Peary Place Transmitter Site, associated with Naval Air Station Corpus
Christi, Texas, consisting of approximately 44 acres more or less together with improvements
thereon ("Navy Property"), as depicted on Exhibit B attached hereto and incorporated herein by
reference; and
WHEREAS the CITY is the owner of certain real property interests, to include in approximately
40 acres, more or less, either adjacent or proximate, and causing an encroachment concern, as
determined by the Secretary of the Navy, to Naval Air Station Corpus Christi, Naval Outlying
Landing Field Waldron, and Naval Outlying Field Cabaniss in Nueces County, Texas ("City
Property"), as depicted on Exhibit B attached hereto and incorporated herein by reference; and
WHEREAS the Navy Property and the City Property shall sometimes be hereinafter collectively
referred to as the "Properties" and individually referred to as a "Property;" and
1 SCANNED
WHEREAS the CITY desires to acquire from the GOVERNMENT and the GOVERNMENT
desires to convey to the CITY the Navy Property. The Navy Property comprises approximately
44 acres located in Nueces County, Texas and is currently used as a recreational field. Navy
Property has two CONEX boxes on it, which belong to a third party licensee. Navy Property
has water, electrical and communication utilities in place; and
WHEREAS, the GOVERNMENT desires to acquire from the CITY and the CITY desires to
convey to the GOVERNMENT the City Property. The City Property comprises approximately
40 acres, more or less, either adjacent or proximate, and causing an encroachment concern, as
determined by the Secretary of the Navy, to Naval Air Station Corpus Christi, Naval Outlying
Landing Field Waldron, and Naval Outlying Field Cabaniss in Nueces County, Texas; and
WHEREAS, a condition of the GOVERNMENT's authorization to convey the Navy Property,
as is, to the CITY pursuant to the Legislation is the conveyance by the CITY to the
GOVERNMENT of City Property; and
WHEREAS, pursuant to the requirement of Section 2845(f) of the Legislation, the CITY is
required to pay the costs to be incurred by the Department of the Navy to carry out the exchange
of property interests, including those costs related to land survey, environmental documentation,
real estate due diligence such as any other administrative costs related to the exchange of property
interests to include costs incurred preparing and executing the land exchange agreement authorized
under Section 2845(c); and
WHEREAS, the CITY is authorized to enter into land exchange agreements pursuant to Texas
Local Government Code Section 272.001 , Texas Statutes, and the Corpus Christi City Council
approved this Agreement at a duly noticed public meeting held on September 17, 2019; and
WHEREAS, the CITY and the GOVERNMENT desire to enter into this Agreement.
NOW THEREFORE,the CITY and the GOVERNMENT agree,subject to required authorizations
and appropriations, to the following:
1. PURPOSE. The purpose of this Agreement is to memorialize the Parties' understanding and
intent regarding the exchange of real property interests to parcels depicted on Exhibit B.
2. RECITALS A PART HEREOF. The Recitals set forth above shall be deemed a part of this
Agreement and are incorporated herein by reference.
3. EXCHANGE. Subject to compliance with the terms and conditions of this Agreement and the
authorizing Legislation, the following real property interests shall be exchanged as follows:
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3.1 Navy Property. As fair and reasonable consideration for the City Property,
GOVERNMENT shall convey to the CITY and the CITY shall acquire from the GOVERNMENT
the Navy Property.
3.2 City Property.As fair and reasonable consideration for the Navy Property,the CITY
shall convey to the GOVERNMENT and the GOVERNMENT shall acquire from the CITY certain
real property interests, to include in approximately 40 acres, more or less, either adjacent or
proximate, and causing an encroachment concern, as determined by the Secretary of the Navy, to
Naval Air Station Corpus Christi, Naval Outlying Landing Field Waldron, and Naval Outlying
Field Cabaniss in Nueces County, Texas, together with payment to the GOVERNMENT of
additional consideration, if any, and reimbursements as further discussed in section 9 of this
Agreement. The City will be responsible for ensuring compliance with Texas Local Government
Code Section 272.001.
4. EVIDENCE OF TITLE. As evidence of title,each Party shall obtain its own Title Commitment
for Owners Policy of Title Insurance ("Title Commitment") for the Property it will receive from
the other. Each Title Commitment shall be accompanied by copies of all recorded documents
affecting the Property described in the Title Commitment. The CITY and the GOVERNMENT
agree to work together in good faith to cause the condition of title to the Navy Property to be
reasonably satisfactory to the CITY and to cause the condition of title to the City Property to be
reasonably acceptable to the GOVERNMENT. The CITY acknowledges that title examination of
the City Property will be conducted by the GOVERNMENT in accordance with the Department
of Justice Title Standards of 2016 ("DOJ Standards"). Both Parties agree to jointly develop
instructions and procedures to complete the closings on the land exchange.
5. LAND SURVEYS AND LEGAL DESCRIPTIONS. The CITY shall obtain current land
surveys of each of the Properties ("Surveys"), which Surveys shall include the exact acreage and
legal description of each of the Properties. The surveys shall meet the requirements of the United
States. Specifically:
5.1 The land survey shall be performed in accordance with the Texas Professional Land
Surveying Practices Act, Texas Occupations Code, Title 6, Subtitle C, Chapter 1071.
5.2 The survey shall be submitted to the GOVERNMENT for review and acceptance. The
Parties shall allow for a two-week GOVERNMENT review period. Any comments from
GOVERNMENT's review shall be addressed with revised submittal within a two-week period.
5.3 Required submittals shall be two signed/sealed full scale hard copies of the survey plat,
legal description and surveyor report, an electronic PDF of the same and an AutoCAD.dwg(2010
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version)prepared in accordance with the National CAD Standards(NAVFAC AutoCAD template
file to be provided). Any supporting documentation from title commitment exceptions and
fiduciary records research by survey contractor shall be part of the review submittal.
5.4 The cost of the Surveys shall be borne by the CITY. The Surveys shall be delivered
by the CITY to the GOVERNMENT.
6. ENVIRONMENTAL MATTERS. GOVERNMENT and the CITY agree as follows with
respect to environmental matters pertaining to the Properties:
6.1 Access for Due Diligence. The Parties shall grant to one another access to their
respective Properties for purposes of permitting the other party to conduct environmental due
diligence activities thereon. Such activities shall be subject to such reasonable access agreements
as the Parties may reasonably negotiate with respect to the Properties.
6.2 Environmental Condition of Property. Prior to Closing, as hereinafter defined, and as
required by the authorizing Legislation, Exhibit A, the CITY shall fund the GOVERNMENT's
completion of Environmental Condition of Property ("ECP") surveys on the Navy Property and
on the City Property. The final decision maker with respect to the sufficiency of supporting
information provided by the CITY shall be the GOVERNMENT.
6.3. National Environmental Policy Act ("NEPA"). Prior to Closing, as hereinafter
defined, and as required by the authorizing Legislation, Exhibit A, the CITY shall fund
GOVERNMENT development of appropriate and legally sufficient environmental impact analysis
documentation, which in the GOVERNMENT's opinion, complies with the GOVERNMENT's
obligations under NEPA for the proposed action of exchanging the Navy Property for the City
Property("NEPA Documentation"). The GOVERNMENT is the decision maker for purposes of
NEPA compliance and in choosing whether to implement the proposed action (the acquisition and
disposal of real property interests) or choose not to execute the land exchange at all.
6.4 Environmental Covenant with Respect to Replacement Navy Property.The City shall
include in its real property interest conveyance documents to the GOVERNMENT for the City
Property an environmental covenant, Exhibit C attached hereto and incorporated herein by
reference. Evidence of the CITY's authority to provide such covenant must be provided to
GOVERNMENT.
6.5 Covenant with Respect to Existing Navy Property. In accordance with the
requirements of the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") and Department of Defense Instruction ("DoDI") 4165.72, the GOVERNMENT
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shall provide CITY with an appropriate CERCLA 120(h)Covenant("CERCLA Covenant")with
respect to the Navy Property as part of the Quitclaim Deed from the GOVERNMENT to CITY.
7. CONDITION OF PROPERTY.
7.1 GOVERNMENT agrees that the land to be conveyed to the CITY will be in the
following condition within thirty(30) days of the Closing date:
7.1.1 The GOVERNMENT shall convey to the CITY and the CITY shall accept
the Navy Property from the GOVERNMENT in the condition that exists as of the Closing Date.
Any personal property,fixtures, or other structures to be retained by the GOVERNMENT shall be
removed from the Property prior to the Closing Date. The GOVERNMENT shall relinquish any
claim or interest in the personal property, fixtures, or other structures remaining on the Property
on the Closing Date, and the CITY may dispose of any personal property, fixtures, or other
structures remaining on the Property on the Closing Date at its sole discretion,without any further
payment or reimbursement to the GOVERNMENT. As noted in the fifth recital,the Navy Property
has two CONEX boxes on it,which belong to a third party Licensee.
7.2 CITY agrees that the real property interests conveyed to the GOVERNMENT will be
in the following condition within thirty(30) days of the Closing date:
7.2.1 The CITY shall convey to the GOVERNMENT and the GOVERNMENT
shall accept the City Property from the CITY in the condition that exists as of the Closing Date.
For land that is conveyed any personal property, fixtures, or other structures to be retained by the
CITY shall be removed from the Property prior to the Closing Date. The CITY shall relinquish
any claim or interest in the personal property, fixtures, or other structures remaining on the
Property on the Closing Date, and the GOVERNMENT may dispose of any personal property,
fixtures, or other structures remaining on the Property on the Closing Date at its sole discretion,
without any payment or reimbursement to the CITY. However,the City shall retain all easements
for city owned utilities on the City Property so long as it is compatible with U.S. Navy
encroachment restraints.
8. OTHER CONDITIONS. Prior to Closing, the following conditions must be satisfied:
8.1 Determination of Suitability for Transfer. The GOVERNMENT is required to issue
separate Environmental Condition of Property (ECP) forms documenting the suitability for
acquisition of the City Property and suitability for transfer of the Navy Property in accordance
with the appropriate CERCLA Covenant as recited above in section 6.
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8.2 Historic Preservation Requirements. Prior to Closing GOVERNMENT shall comply
with any National Historic Preservation Act (NHPA) requirements. CITY agrees to assist, if
needed,the GOVERNMENT in obtaining any required agreements from appropriate Federal,State
and Local authorities with respect to any NHPA requirements applicable and pertaining to the
Navy Property and the City Property. Such documentation, if required, will be reflected in the
NEPA Documentation for this action. Therefore, any required NI-IPA documentation must be
obtained before the NEPA process can reach a decision document. CITY is responsible for all
costs associated with this compliance process.
8.3 Due Diligence. The Parties must complete all due diligence activities described in this
Agreement or otherwise necessary to their reasonable satisfaction with respect to the Properties.
The Parties recognize that all due diligence may not be complete at the date this Agreement is
signed, and that information may arise that could cause the Parties to decide to amend this
Agreement in accordance with paragraph 11.6 below.
9. LAND EXCHANGE COSTS. The CITY shall pay the following costs and expenses in
connection with this exchange transaction:
9.1 Costs with Respect to the Properties. The CITY shall pay or reimburse the following
with respect to the City Property and the Navy Property:
9.1.1 The costs of all surveys, environmental documentation, to specifically
include ECP surveys and NEPA Documentation, and real estate due diligence.
9.1.2 The closing costs and costs of preparation and recording of the real property
interest conveyance documents, whether deeds or restrictive easements, and other documents of
conveyance.
9.1.3 Any transfer fees, franchise taxes, deed taxes, registry stamps or the like
imposed on the conveyance necessary to record real property interest conveyance documents,
whether deeds or restrictive easements, if any.
9.1.4 The premium charged by the Title Company in connection with the issuance
of an Owner's Policy of Title Insurance with respect to each of the Properties base premium and
extended coverage exclusive of special endorsements.
9.2 Other Administrative Costs. As required by the Legislation, CITY shall pay, or
reimburse, all other administrative costs related to the exchange of property interests to include
costs incurred preparing and executing the land exchange agreement authorized under Section
2845(c). Administrative costs include support costs, including contract, labor and travel costs
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incurred by the GOVERNMENT to prepare for this exchange and for the final execution of the
real property interest conveyance documents, whether deeds or restrictive easements.
9.3. Manner and Timing of Reimbursement of GOVERNMENT Costs.
9.3.1 CITY shall issue the required reimbursement of GOVERNMENT's costs
via payments as follows:
9.3.1.1. CITY shall make an initial payment to GOVERNMENT in the
amount of$155,000 within 30 days of receipt of invoice.
9.3.1.2. The remaining land exchange costs are to be forwarded to the
GOVERNMENT within 30 days of receipt of invoice.
9.3.2. All reimbursement payments for the remaining Land Exchange Costs
identified in Section 9 shall be made within 30 days of receipt of invoice. Reimbursement
payments to the Government shall be made by Electronic Funds Transfer (EFT) utilizing
procedures outlined on the www.Pay.gov. Electronic Funds Transfer procedures will be provided
via separate correspondence. If EFT is not possible, payment may be effected by paper check
made payable to the"The U.S. Treasury" in the appropriate sum and mailed to:
Commanding Officer
Naval Facilities Engineering Command Southeast
ATTN: Real Estate Contracting Officer (AM11)
Box 30, Bldg. 903
Jacksonville, FL 32212-0030
9.3.3 If a Party determines it may be necessary to change the manner, frequency
or amounts of the periodic reimbursement payment(s), the Parties agree to discuss and come to
mutual agreement on any such adjustments. Such adjustments will be memorialized in an
amendment to this Agreement in accordance with paragraph 11.6 below.
9.3.4 As required by the Legislation, Exhibit A, if the CITY provides funds in
excess of actual costs incurred by GOVERNMENT, the GOVERNMENT shall refund the excess
amount to the CITY.
9.4 Unforeseen Additional Costs. The Parties acknowledge that there may be unavoidable
additional costs (e.g., if the environmental impact analysis process reveals a need for further
studies or remediation of the Properties). Should it become apparent that additional costs may
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need to be incurred to enable completion of this Land Exchange, the Parties agree to discuss and
come to agreement on such additional costs before they are incurred.
9.5 Total Costs. To the maximum extent practicable the Parties agree to work together to
ensure the total cost for the Land Exchange does not exceed Five Hundred Thousand Dollars
($500,000). The Parties understand any expense over Five Hundred Thousand Dollars($500,000)
will require additional CITY council approval.
10. CLOSING. Subject to satisfaction of the conditions to closing and other terms and conditions
of this Agreement, as set forth herein, the closing of the Land Exchange ("Closing") shall occur
on a date or dates mutually and reasonably designated by the Parties, time being of the essence,
following Secretary of the Navy approval of this land exchange ("Closing Date" or "Date of
Closing"). The Closing shall require the additional separate approval of the Corpus Christi City
Council of an Ordinance to authorize the City Manager to execute all documents necessary to
convey the City Property to the Government; said ordinance will be a required Exhibit for each
real property interest conveyance document. The Closing shall take place at such location as the
Parties reasonably determine. Possession shall be delivered on the Closing Date. Nothing in this
Agreement precludes the Parties from closing on the Properties on different dates, if mutually
agreeable.
10.1 Closing Documents. At or prior to the Closing, each party shall with respect to its
Property deliver to the other party:
10.1.1. CITY Documents. CITY shall deliver to the Government real property
interest conveyance documents, whether deeds or restrictive easements, to the CITY
Property. The real property interest conveyance documents, whether deeds or restrictive
easements, from CITY to the GOVERNMENT for the City Property shall be in a form
acceptable to the Parties and pursuant to applicable law and regulations. Title to the City
Property shall be free from all exceptions except for those permitted title exceptions
accepted by the GOVERNMENT and set forth in the Title Commitment for the City
Property.
10.1.2 Government Deed. The GOVERNMENT shall deliver to CITY a Quitclaim
Deed for the Navy Property acceptable to the Parties and pursuant to applicable law and
regulations.
11. MISCELLANEOUS.
11.1 Time is of the Essence. Time is of the essence for this Agreement. It is understood
that each party will employ due diligence in carrying out all necessary steps to accomplish all
elements of this land exchange at the earliest possible dates.
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11.2 Governing Law. This Agreement is made and executed under and in all respects to
be governed and construed by Federal Law and Section 2845 of Public Law No. 115-91, the
National Defense Authorization Act for Fiscal Year 2018, Legislation, Exhibit A.
11.3 Legislative Jurisdiction. CITY agrees to promptly assist GOVERNMENT with any
actions necessary to support the GOVERNMENT in formally seeking concurrent legislative
jurisdiction from the State of Texas over the City Property.
11.4 Notices. Any notice required to be given to either party pursuant to this Agreement
shall be in writing and shall be deemed duly given at the date of mailing if sent by registered or by
certified mail,return receipt requested,to the address identified below.
For the GOVERNMENT:
Commanding Officer
Naval Facilities Engineering Command Southeast
ATTN: Real Estate Contracting Officer(AM11)
Box 30, Bldg. 903
Jacksonville, FL 32212-0030
For CITY OF CORPUS CHRISTI:
City Attorney
P. O. Box 9277
Corpus Christi, Texas 78469-9277
11.5 Waiver Rights. Either party at its option may waive any right conferred upon it by
this Agreement. Except as provided otherwise herein, such waiver may be made by and only by
giving the other party written notice specifically describing the right waived.
11.6 Amendment. This Agreement shall be amended only by written instrument signed
by both Parties.
11.7 Construction. The captions and headings of the various sections of this Agreement
are for convenience only and are not to be construed as defining or as limiting in any way the scope
or intent of the provisions hereof. Wherever the context requires or permits the singular shall
include the plural,the plural shall include the singular and the masculine,feminine and neuter shall
be freely interchangeable.
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11.8 Successors And Assigns. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each of the Parties hereto.
11.9 Invalidity. If for any reason any portion or paragraph of this Agreement shall be
declared void and unenforceable by any court of law or equity of competent jurisdiction it shall
only affect such particular portion or paragraph of this Agreement and the balance of this
Agreement shall remain in full force and effect and shall be binding upon the Parties hereto.
11.10 Survival of Closing. All representations, agreements, and obligations of the Parties
made part of this Agreement shall survive Closing and the same shall inure to the benefit of and
be binding upon the respective successors and assigns of the Parties in accordance with their
respective terms.
11.11 Entire Agreement. This Agreement forms the entire agreement between the Parties
as to scope and subject matter. All prior discussions and understandings concerning the scope and
subject matter of this Agreement are superseded and incorporated by this Agreement.
11.12 Anti-Deficiency Act. Notwithstanding any provisionto the contrary, all of
GOVERNMENT'S activities under or pursuant to this Agreement are subject to the availability
of appropriated funds, and no provisions shall be interpreted to require obligation or provision of
funds in violation of the Anti-Deficiency Act, 31 U.S.C. § 1341. Additionally, nothing contained
in this Agreement shall be considered to imply that the Congress of the United States of America
will, at any later date, appropriate sufficient funds to meet the GOVERNMENT's obligations
under this Agreement or any deficiencies hereunder.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the
date and year first above written.
CITY OF CORPUS CHRISTI,TEXAS, a
�, 1 political subdivision of the State of Texas acting by
Yc
; '.t and through its duly authorized City Manager or
.,mac designee
[,joy a it
Assistant Com At11016y
For City Attanxay
Mark Van Vleck,Assistant City Manager
ATTEST:
Rebecca Huerta ,
City Secretary �� 31�'�'AU
n MACK 09—RFrPrrapt
_ ■r . r _._..a��
UNITED STATES OF AMERICA
DEPARTMENT OF THEY
By:
Its: REAL ESTATE CAN 1RACTING OFFICER
Ait c- e I /3,& / S
Date: �TG/
11
LIST OF EXHIBITS
Exhibit A: Legislation
Exhibit B: Location Map—Land Exchange Properties
Exhibit C: Environmental Covenant
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SEC.2845.LAND EXCHANGE,NAVAL AIR STATION CORPUS CHRISTI,TEXAS.(12/12/17)
(a)LAND EXCHANGE AUTHORIZED.—The Secretary of the Navy(in this section referred to as the
"Secretary")may convey to the City of Corpus Christi,Texas(in this section referred to as the "City"),
all right,title,and interest of the United States in and to a parcel of real property,including improvements
thereon,consisting of approximately 44 acres known as the Peary Place Transmitter Site in Nueces
County associated with Naval Air Station Corpus Christi,Texas.
(b)CONSIDERATION.—As consideration for the conveyance under subsection(a),the City shall
convey to the Secretary its real property interests either adjacent or proximate,and causing an
encroachment concern as determined by the Secretary,to Naval Air Station Corpus Christi,Naval
Outlying Landing Field Waldron and Naval Outlying Landing Field Cabaniss.
(c)LAND EXCHANGE AGREEMENT.—The Secretary and the City may enter into a land exchange
agreement to implement this section.
(d)VALUATION.—The value of each property interest to be exchanged by the Secretary and the City
described in subsections(a)and(b)shall be determined—(1)by an independent appraiser selected by
the Secretary;and(2)in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions
and the Uniform Standards of Professional Appraisal Practice.
(e)CASH EQUALIZATION PAYMENTS.—
(1)TO THE SECRETARY.—If the value of the property interests described in subsection(a)is
greater than the value of the property interests described in subsection(b),the values shall be equalized
through a cash equalization payment from the City to the Department of the Navy.
(2)NO EQUALIZATION.—If the value of the property interests described in subsection(b)is
greater than the value of the H.R. 2810-584 property interests described in subsection(a),the Secretary
shall not make a cash equalization payment to equalize the values.
(f)PAYMENT OF COSTS OF CONVEYANCE.—
(1)PAYMENT REQUIRED.—The Secretary shall require the City to pay costs to be incurred
by the Secretary to carry out the exchange of property interests under this section,including those costs
related to land survey,environmental documentation,real estate due diligence such as appraisals,and any
other administrative costs related to the exchange of property interests to include costs incurred preparing
and executing the land exchange agreement authorized under subsection(c).If amounts are collected
from the City in advance of the Secretary incurring the actual costs and the amount collected exceeds the
costs actually incurred by the Secretary to carry out the exchange of property interests,the Secretary shall
refund the excess amount to the City.
(2)TREATMENT OF AMOUNTS RECEIVED.—Amounts received as reimbursement under
paragraph(1)above shall be used in accordance with section 2695(c)of title 10,United States Code.
(g)DESCRIPTION OF PROPERTY.—The exact acreage and legal description of the property interests
to be exchanged under this section shall be determined by surveys satisfactory to the Secretary.
(h)CONVEYANCE AGREEMENT.—The exchange of real property interests under this section shall
be accomplished using an appropriate legal instrument and upon terms and conditions mutually
satisfactory to the Secretary and the City,including such additional terms and conditions as the Secretary
considers appropriate to protect the interests of the United States.
(i)EXEMPTION FROM SCREENING REQUIREMENTS FOR ADDITIONAL FEDERAL USE.—
The authority under this section is exempt from the screening process required under section 2696(b)of
title 10,United States Code.
(j)SUNSET PROVISION.—The authority under this section shall expire on October 1,2019,unless the
Secretary and the City have signed a land exchange agreement described in subsection(c).
EXHIBIT A
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EXHIBIT C
CITY ENVIRONMENTAL DEED COVENANT
GRANTOR ACKNOWLEDGES that conveyance of this deed shall not operate to
relieve Grantor of its obligations under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), the Resource Conservation
and Recovery Act (RCRA), or any other federal, state, or local environmental law.
Grantor and Grantee acknowledge that Grantor has provided to Grantee all
information reasonably available to Grantor as to the environmental condition of
the Property.
To the extent authorized by applicable law, Grantor herein covenants and
provides assurances to Grantee and any successor, assignee, transferee, lender,
or lessee of Grantee that in accordance with and to the extent required at the
Property by applicable federal, state, and local laws, Grantor will timely:
1. Assess, inspect, investigate, study and remove or remediate as
appropriate the release or threatened release of any hazardous substance,
pollutant, contaminant, petroleum, or petroleum derivative that is attributable to
Grantor activities from or on the Property; and
2. Settle or defend any claim, demand or order made by federal, state, or
local regulators or third parties in connection with any release or threatened
release of a hazardous substance, pollutant, contaminant, petroleum, or
petroleum derivative that is attributable to Grantor's activities from or on the
Property.
For the purpose of the provisions of this Covenant, the following terms have the
meanings indicated below:
"Release," "threatened release," "hazardous substance," "pollutant,"
"contaminant," "petroleum," "removal," "remedial action," and "response" have
the meanings given such terms under any applicable environmental law.
1 of 2
"Grantor activities" means Grantor's construction, installation, placement,
operation, maintenance, misuse, abandonment or failure to maintain the
buildings, equipment and land at the City Property on or before the Closing Date,
or failure to satisfy any otherwise legally applicable obligation to investigate or
remediate any environmental conditions existing at the City Property as of the
Closing Date. "Grantor activities" does not mean the release or threatened
release of a hazardous substance, pollutant, contaminant, petroleum, or
petroleum derivative to the extent that Grantor shows that the release or
threatened release is caused or contributed to by Grantee and any successor,
assignee, transferee, lender, or lessee of Grantee.
This Covenant runs with the land in perpetuity and shall be recited in any
subsequent deed transferring part or all of the Property unless otherwise released
through agreement of the Grantor and Grantee or their successors and assigns.
2 of 2