SOW Addenda.pdf

PROPERTY ACCESS AGREEMENT

THIS PROPERTY ACCESS AGREEMENT (“Agreement”) is made and entered into this day of ______________, 2023, by and between Gust Olive Family, LLC, with an address of 4614 81 Street North, Fargo, ND, 58102 (“Owner”) and the UNITED STATES OF AMERICA, by and through the U.S. DEPARTMENT OF VETERANS AFFAIRS, a federal agency with an address of 810 Vermont Avenue, Washington, DC 20420 ("Government").

WHEREAS, the Owner is the owner of certain real estate, consisting of approximately 27.52 acres of land, situated in Cass County, North Dakota (hereinafter the “Property”). The Property is depicted on the location map attached as Exhibit A.

WHEREAS, Government has requested permission from Owner to enter the Property to appraise the value of the Property, to perform surveys, and to conduct engineering tests and studies, make test borings and carry out such other exploratory investigations as may be reasonably necessary to complete the due diligence investigations of the Property (collectively, the "Due Diligence Activities"). The area in which the Government will conduct its Due Diligence Activities will be referred to as the “Site.”

WHEREAS, Owner is willing to grant Government permission to enter the Property for the purpose of performing the Due Diligence Activities.

NOW, THEREFORE, in consideration of the foregoing, certain valuable non-monetary consideration, and of agreements hereafter contained, the Owner hereby grants to Government a license to enter the Property subject to terms and conditions set forth herein.

1. Purpose of Entry. The Government by its duly authorized officers, employees, agents and duly authorized employees of its contractors and subcontractors, may enter the Property at any reasonable time during the Term of this Agreement, as hereinafter defined in Paragraph 3 below, solely for the purpose of performing the Due Diligence Activities.

2. Government’s Responsibilities. Government shall be responsible for all costs associated with the Due Diligence Activities and shall leave the Property in substantially the same condition as existed when Government, or Government’s contractors, agents, or representatives, entered the Property. Government shall not permit any liens to attach to the Property by reason of the exercise of Government’s rights hereunder. All tools, equipment, buildings, improvements, and other property taken upon or placed upon the Property by Government shall remain the property of Government and must be removed by Government prior to the expiration of this Agreement.

3. Term. The term of this Agreement shall commence upon the date of execution of this Agreement by the Government and shall expire on December 31, 2023 (the “Term”).

17 January

Notwithstanding the foregoing, in the event the Government enters into a subsequent agreement with the Owner to purchase the Property, the term of this Agreement MAY BE EXTENDED as set forth in such subsequent agreement. The Term also may be extended by written mutual agreement executed by Government and Owner.

4. Compliance with Law. Government shall perform the Due Diligence Activities in compliance with all applicable laws, ordinances, and regulations. Government shall obtain all permits, licenses, certificates, and approvals required to perform the Due Diligence.

5. Notice to Owner. At least five (5) business days prior to commencing the Due Diligence Activities, Government or its contractor(s), as applicable, shall provide Owner with notice of the commencement of the Due Diligence Activities, which shall include a brief description and an estimated schedule for completion.

6. Security of Site. The Due Diligence Activities shall include reasonable security measures, to minimize the risk of property damage or bodily injury at or in the vicinity of the Site as the result of the Due Diligence Activities.

7. Condition of Property. Government shall repair any damage to the Site caused by performing the Due Diligence Activities and shall leave the Site in substantially the same condition as existed when the Government entered the Property.

8. Insurance. Government is a self-insured instrumentality of the United States of America. Government’s contractors and any and all subcontractors (hereinafter “Contractors”) shall obtain at their own cost and expense, and keep in full force and effect, during the term of their access upon the Property, a comprehensive general liability insurance policy in an amount not less than One Million Dollars ($1,000,000.00) combined single limit for bodily injury, death and property damage arising out of any one occurrence, protecting Owner against any and all claims for bodily injury, death or property damage arising directly or indirectly from Government’s use of the Property. Such policy or policies shall name Owner as an additional insured. The policy or policies required hereunder shall be issued by insurance companies qualified to do business in the state and such policy or policies shall provide at least twenty (20) days' notice to Owner before cancellation or material modification. The Government’s Contactors shall deliver to Owner certificates of such insurance evidencing the coverage in force as of the commencement date of this Agreement, as well as any replacement certificates issued during the Term of this Agreement.

9. Owner’s Representation. Owner hereby represents and warrants that it is the owner of the Property and has the right to grant Government permission to enter upon the Property and perform the Due Diligence Activities.

10. Termination. This Agreement may be terminated by Owner or Government by providing written notice to the other party. Upon any such termination, the Government and its contractors shall have continued access to the Property for a reasonable and sufficient period of time to permit Government to remove equipment and/or complete any necessary repairs as set forth in Paragraph 7 of this Agreement.

11. Notices. Any notice permitted or required to be given under this Agreement shall be in writing and shall be deemed to be duly given when delivered certified mail, return receipt requested, to the party entitled to such notice at their address set forth hereinabove, with a copy to:

If to Owner: Gust Olive Family, LLC Attn: Mr. Jacob N. Gust & Barbara A. Olive

4614 81 Street North Fargo, ND 58102

If to Government:

Director Land Acquisition and Strategic Utilization Office of Construction & Facilities Management U.S. Department of Veterans Affairs 425 I St. NW Washington, DC 20001

(202) 632-4641: phone Matthew.Leddy@va.gov: email

With a copy to:

Richard Green (CFM) Department of Veterans Affairs Land Acquisition and Strategic Utilization 425 I Street N Washington, DC 20001

(202) 683-5918: phone Richard.Green1@va.gov: email

With an additional copy to:

Department of Veterans Affairs Office of General Counsel Attn: Deputy Chief Counsel, Real Property Law Group 810 Vermont Ave NW Washington, DC 20420

12. Third Parties. The access rights granted to Government under this Agreement are a personal privilege of Government and shall not be transferred or assigned except as provided in Paragraph 1 hereof.

Nothing in this Agreement, whether express or implied, is intended to relieve or discharge the obligation or liability of any third persons to either party to this Agreement, nor will any provision give any third persons any right of subrogation or action over or against either party to this Agreement.

mailto:Matthew.Leddy@va.gov mailto:Richard.Green1@va.gov

13. Applicable Law; Entire Agreement. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the United States of America.

The terms and conditions of this Agreement, together with the terms and provisions of all documents referred to herein, constitute the full and entire Agreement between the parties affecting the rights and obligations contained herein. No other agreement or understanding concerning the same has been entered into or will be recognized. Neither party has made inducements nor representations to the other except as expressly stated in this Agreement. No amendments or modifications of this Agreement shall have any force or effect without the written consent of both parties.

Notwithstanding anything contrary in this Agreement, any provision that purports to assign liability to the Government shall be subject to and governed by Federal law, including but not limited to, the Contract Disputes Act of 1978 (41 U.S.C. §§ 601-613);

the Anti-Deficiency Act (31 U.S.C. §§ 1341 and 1501); and the Federal Tort Claims Act (28 U.S.C. §§ 1346(b)(1), 2671-2680.).

14. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for the purposes of this Agreement.

[Signature Page to follow]

Exhibit of Proposed Plat (27.57 Acres)

Exhibit of Proposed Expansion (29.06)

Subject Property Characteristics

Address Estimated Size Owner Improvements Acquisition type Tax Parcel ID

East of 8707 40th Ave. N, Raymond Township, Fargo, ND (Cass County)

59000010863080 6.11 acres Gust Olive Family LLC Vacant farmland

Full acquisition Exhibit A Alternative

East of 8707 40th Ave. N, Raymond Township, Fargo, ND (Cass County)

59000010863080 8.84 acres Gust Olive Family LLC Vacant farmland

Full acquisition Exhibit B Alternative

North of 8707 40th Ave. N, Raymond Township, Fargo, ND (Cass County)

59000010863070 21.46 acres

Gust Olive Family LLC Vacant farmland

Full acquisition Exhibit A & B Alternative

Aerial of Gust Olive Family LLC Ownership

TRUSTEE'S DEED

Date: October 12, 2015

FOR VALUABLE CONSIDERATION, Jacob N. Gust and Barbara A. Olive, as

Trustees of the Jacob N. Gust and Barbara A. Olive Living Trust under Declaration of

Trust dated March 4, 2003, Grantor, hereby convey and quit claim to Gust Olive Family, L.L.C., whose mailing address is 4614 81st Street North, Fargo, ND 58102, Grantee, real property in Cass County, North Dakota, described as follows:

The Northwest Quarter of Section 33, in Township One Hundred Forty North of Range Fifty West of the Fifth Principal Meridian, situate in the Cass County, North Dakota; and

The West 82.43 acres of the Northwest Quarter of Section 18, Township One Hundred Forty North of Range Forty-nine ,vest of the Fifth Principal Meridian, Cass County, North Dakota together with all hereditaments and appmtenances belonging thereto.

I ce1tify that a report of full consideration is not required as this transaction is exempt pursuant to N.D.C.C. 11-18-02.2 ( 7 )( i ).

Grantee or Agent

Trustee's Vesting Deed