HomeMy WebLinkAbout08. 20-470 DECEMBER 8, 2020 20-470 RESOLUTION
(CARRIED 6-0 LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE OPTION TO PURCHASE CITY OWNED LAND TO 2750
VINLAND LLC
INITIATED BY: 2750 VINLAND, LLC
BE IT RESOLVED by the Common Council of the City of Oshkosh that the option
to purchase submitted by 2750 Vinland LLC to acquire two parcels totaling 52.65 acres
west of Vinland Street and south of the Canadian National railroad,per the attached map,
is hereby accepted and the proper officials are hereby authorized and directed to execute
any and all documents necessary for purposes of same.
OPA
Oshkosh
TO: Honorable Mayor and Members of the Common Council
FROM: Kelly Nieforth
Economic Development Services Manager
DATE: December 2, 2020
RE: Approve Option to Purchase City Owned Land to 2750 Vinland, LLC
BACKGROUND
The applicant is interested in obtaining a six month Option to Purchase on two vacant city -
owned lots near the city's Northwest Industrial Park (NWIP). The Option area consists of 52.44
acres and the applicant intends to perform necessary due diligence required to determine the
feasibility of their project on the site.
ANALYSIS
The applicant is exploring the potential of building a new facility and would like to perform a
geo-technical investigation and a wetland delineation on the parcel, prior to purchase. The
attached map identifies the 52.44 acre parcels. The property would be annexed into the City in
2021.
The applicant has proposed basic terms for the six month Option with a down payment of
$1,000. The proposed purchase price would be $26,000 per acre, in accordance with current
prices of other parcels in the NWIP. Any proceeds would be credited to the Industrial Park Fund.
FISCAL IMPACT
This item has no impact on the adopted budget. The vacant land is currently owned by the City
and the sale of the land would result in a property value increase.
RECOMMENDATION
The City authorizes staff to execute the Option to Purchase.
Submitted,
Approved,
Kelly Nieforth
Economic Development Services Manager
Mark A. Rohloff
City Manager
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City of Oshkosh maps and data are intended to be used for general identification purposes only, and
the City of Oshkosh assumes no liability for the accuracy of the information. Those using the
information are responsible for verifying accuracy. For full disclaimer please go to
www.ci.osh kosh.wi. usIG ISdisclaimer
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Printing Date: 11/23/2020
Prepared by: City of Oshkosh, WI
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OPTION AGREEMENT FOR PURCHASE OF
VACANT REAL PROPERTY OWNED BY THE CITY OF OSHKOSH
THIS OPTION AGREEMENT FOR PURCHASE OF VACANT REAL PROPERTY
(the "Agreement") owned by the City of Oshkosh is made and entered into on December ,
2020 (the "Effective Date"), by and between CITY OF OSHKOSH, a Wisconsin municipality,
whose principal address is 215 Church Avenue, Oshkosh, Wisconsin ("Seller"), and 2750
Vinland, LLC, whose principal address is 601 Oregon Street, Suite A, Oshkosh, WI 54902
("Purchaser").
WITNESSETH
WHEREAS, Seller is the fee simple owner of certain vacant real property situated in the
County of Winnebago, State of Wisconsin, and such real property having Parcel Identification
Numbers of 0180153 and 0180152 ("Premises") and such property being more particularly
described as follows, and as shown on the attached map (Exhibit A):
(insert legal description)
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WHEREAS, Purchaser desires to procure an option to purchase the Premises upon the
terms and provisions as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged by the parties hereto and for the mutual covenants contained
herein, Seller and Purchaser hereby agree as follows:
DEFINITIONS.
For the purposes of this Agreement, the following terms shall have the following
meanings:
(a) "Execution Date" shall mean the day upon which the last party to this Agreement
shall duly execute this Agreement.
(b) "Option Fee" shall mean a ONE THOUSAND DOLLAR ($1,000.00) down
payment, payable as set forth below.
(c) "Option Term" shall mean that period of time commencing on the Execution Date
and ending on or before the date that is six (6) months from the Execution Date.
(d) "Option Exercise Date" shall mean that date, within the Option Term, upon which
the Purchaser shall send its written notice to Seller exercising its Option to
Purchase.
(e) "Closing Date" shall mean the last day of the closing term or such other date
during the closing term selected by Purchaser and approved by the Seller.
2. GRANT OF OPTION. For and in consideration of the Option Fee payable to Seller as
set forth herein, Seller does hereby grant to Purchaser the exclusive right and Option
("Option") to purchase the premises described herein upon the terms and conditions as set
forth herein.
3. PAYMENT OF OPTION FEE. Purchaser agrees to pay the Seller a down payment of
ONE THOUSAND DOLLAR ($1,000.00). If Purchaser does not exercise this Option
Agreement, said option fee is forfeited. If Purchase exercises this Option Agreement,
said down payment will be applied to the purchase price.
4. EXTENSION OF OPTION. Purchaser shall have the one time right to extend the Option
Term for a period of an additional six (6) months by providing written notice of such
election and delivering an additional ONE THOUSAND DOLLAR ($1,000.00) down
payment to Seller; provided such election is made on or before the expiration of the
Option Term. Upon such election and payment, the Option Term shall be so extended
and the additional down payment shall become part of the Option Fee.
5. MAINTENANCE. Purchaser shall be responsible for all routine maintenance of the Real
Property during the Option period. Routine maintenance will normally include, but is not
limited to, mowing grass and cutting weeds in a manner consistent with the Municipal
Code requirements.
6. EXERCISE OF OPTION. Purchaser may exercise its exclusive right to purchase the
Premises pursuant to the Option, at any time during the Option Term, by giving written
notice thereof to Seller. As provided for above, the date of sending of said notice shall be
the Option Exercise Date. In the event the Purchaser does not exercise its exclusive right
to purchase the Premises granted by the Option during the Option Term, Seller shall be
entitled to retain the Option Fee, and this agreement shall become absolutely null and
void and neither party hereto shall have any other liability, obligation or duty herein
under or pursuant to this Agreement. Furthermore, Purchaser's failure to establish an
Option Exercise Date on or before the expiration of the Option Term shall terminate and
extinguish any and all rights and interest in the Premises without further notice or without
further documentation. In the event the Purchaser fails to exercise his right to purchase
pursuant to this agreement and the time for doing so expires, the Seller may require, at
Seller's sole discretion, that Purchaser sign any documents necessary to confirm the
termination of rights in the premises or to otherwise clear this agreement from the title to
the premises.
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(a) Upon exercising this Option, and in addition to paying the agreed upon purchase
price, Buyer further agrees to enter into the Seller's "Agreement for Purchase and
Sale of Vacant Real Property" in a form materially similar to the standard
agreement attached as Exhibit B.
7. CONTRACT FOR PURCHASE & SALE OF REAL PROPERTY. In the event that the
Purchaser exercises its exclusive Option as provided for in the preceding paragraph,
Seller agrees to sell and Purchaser agrees to buy the Premises and both parties agree to
execute a contract for such purchase and sale of the Premises in accordance with the
following terms and conditions:
(a) Purchase Price. The purchase price for the Premises shall be the sum of
TWENTY-SIX THOUSAND DOLLARS ($26,000.00) per acre for the acreage of
the Premises determined by survey; however, Purchaser shall receive a credit
toward such purchase price in the amount of the Option Fee.
(b) Closing Date. The closing date shall be on the date that is on or before the date
ninety (90) days after the Option Exercise Date or at any other date during the
Option Term as may be selected by Purchaser;
(c) Closing Costs. Purchaser's and Seller's costs of closing the Contract shall be borne
by Purchaser;
(d) Default by Purchaser; Remedies of Seller. In the event Purchaser, after exercise of
the Option, fails to proceed with the closing of the purchase of the Premises
pursuant to the terms and provisions as contained herein and/or under the
Contract, Seller shall be entitled to retain the Option Fee as liquidated damages
and shall have no further recourse against Purchaser;
(e) Default by Seller; Remedies of Purchaser. In the event Seiler fails to close the sale
of the Premises pursuant to the terms and provisions of this Agreement and/or
under the Contract, Purchaser shall be entitled to either sue for specific
performance of the real estate purchase and sale contract, or terminate such
Contract. In no circumstance shall the purchaser or any other person or entity be
entitled to any monetary damages resulting from this Agreement, and will have no
recourse against the Seller except as otherwise explicitly stated in this Agreement.
(f) The Premises shall be conveyed as -is without regard to any condition of the
Premises, whether environmental or otherwise. Purchaser shall assume all risk
for the condition of the Premises. Seller shall make the Premises reasonably
available to the purchaser to inspect its condition upon request until the Option
Exercise Date, or the termination of the Option Term, whichever occurs first.
8. MISCELLANEOUS.
(a) Execution by Both Parties. This Agreement shall not become effective and
binding until fully executed by both Purchaser and Seiler.
(b) Notice. All notices, demands and/or consents provided for in this Agreement shall
be in writing and shall be delivered to the parties hereto by hand or by United
States Mail with postage pre -paid. Such notices shall be deemed to have been
served on the date mailed, postage pre -paid. All such notices and communications
shall be addressed to the Seller at:
City of Oshkosh, Community Development Department
PO Box 1130
Oshkosh, WI 54903 —1130
PH: 920.236.5055
and to Purchaser at:
2750 Vinland, LLC
c/o Hirschberg Law, LLC
601 Oregon Street, Suite A
Oshkosh, WI 54902
PH: 920.267.5780
or at such other address as either may specify to the other in writing.
(c) Fee Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin. The location of the
resolution of disputes shall be Winnebago County, or any Court district including
Winnebago County.
(d) Successors and Assigns. This Agreement shall apply to, inure to the benefit of and
be binding upon and enforceable against the parties hereto. The Purchaser shall
not assign, convey, or transfer through any legal mechanism this Agreement, or
any right or benefit acquired within this Agreement, except to an entity that is
under common control with the Purchaser and so long as Purchaser remains
obligated hereunder for all terms and conditions of this Agreement. Purchaser
shall notify Seller of any assignment allowed by the preceding condition.
Notification shall be in writing and provided as soon as practicable, shall identify
the assignee, including the state of organization if an entity, including contact
information, verify that the assignee is under common control of the Purchaser,
and verify that the Purchaser remains obligated for all terms and conditions of this
Agreement.
(e) Time. Time is of the essence of this Agreement.
(f) Headings. The headings inserted at the beginning of each paragraph and/or
subparagraph are for convenience of reference only and shall not limit or
otherwise affect or be used in the construction of any terms or provisions hereof.
(g) Cost of this Agreement. Any cost and/or fees incurred by the Purchaser or Seiler
in executing this Agreement shall be borne by the respective party incurring such
cost and/or fee.
(h) Entire Agreement. This Agreement contains all of the terms, promises, covenants,
conditions and representations made or entered into by or between Seller and
Purchaser and supersedes all prior discussions and agreements whether written or
oral between Seller and Purchaser with respect to the Option and all other matters
contained herein and constitutes the sole and entire agreement between Seller and
Purchaser with respect thereto. This Agreement may not be modified or amended
unless such amendment is set forth in writing and executed by both Seller and
Purchaser with the formalities hereof.
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(i} No Third Party Beneficiary. The benefits and burdens of this Agreement shall
accrue only to the parties identified herein, and will not benefit or burden any
other person or entity.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under proper authority.
PURCHASER:
2750 VINLAND, LLC, a Wisconsin limited liability company
By:
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Accepted by Seller
CITY OF OSHKOSH, a Wisconsin municipality
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Mark A. Rohloff, City Manager
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EXHIBIT B
City of Oshkosh
Agreement for Purchase and Sale of Vacant Real Property