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HomeMy WebLinkAbout415 Jackson Street OTP 2004 e~ UtJv OFFER TO PURCHASE This OFFER TO PURCHASE (the "Agreement"), made and entered into this 23'd day of March, 2004, is by and between the CITY OF OSHKOSH, a Wisconsin municipality with its principal offices located at 215 Church Ave., P.O. Box 1130, Oshkosh, WI 54903- 1130, ("Buyer") and WINNEBAGO COUNTY, a political subdivision of the State of Wisconsin, with its principal offices located at 415 Jackson St., P. O. Box 2808, Oshkosh, WI 54903-2808 ("Seller"): WITNESSETH: WHEREAS, the parties are joint owners of certain real property, generally. located at 420 Jackson Street, in the City of Oshkosh, Winnebago County, Wisconsin, consisting of an 3.16 acre parcel, with a tax identification number 9070134-000, ih Ward, City of Oshkosh, commonly known as the Public Safety Building, per a full legal description to be verified prior to closing; and, WHEREAS, the Seller desires to sell to Buyer Seller's proportionate share of its ownership in the land and building, and Buyer desires to purchase from Seller its proportionate share on the terms and conditions expressed in this Offer; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Offer for Purchase by Buyer shall be as follows: ARTICLE I AGREEMENT TO PURCHASE Seller hereby sells to Buyer and Buyer agrees to purchase, on the terms herein stated, all of Seller's right, title and interest in and to the Property as described above including: (1) the land, (2) any and all improvements thereon including all furniture and fixtures presently located in the secured areas of the first floor and basement area, and (3) all plans, surveys, specifications, test results, architectural drawings, engineering studies, environmental reports and other documents pertaining to the Property; excluding therefrom the tunnel beneath Jackson Street connecting the Public Safety Building to the Courthouse but reserving within that tunnel an easement for the City's fiber optic utilities. ARTICLE II PURCHASE PRICE 2.1 Purchase Price. The price to be paid by Buyer for the Property is ONE MILLION SEVENTY-NINE THOUSAND DOLLARS and no/100 DOLLARS ($1,079,000.00). There are no adjustments or prorations. There is no earnest money due. 2.2 Payment of Purchase Price. On the Closing Date, Buyer shall pay to Seller the amount of ONE MILLION SEVENTY-NINE THOUSAND DOLLARS and no/100 DOLLARS ($1,079,000.00), in the form of a check drawn on a bank acceptable to Seller or wired funds. ARTICLE III ADJUSTMENTS AND PRORATIONS The Purchase Price shall be adjusted at Closing (hereinafter defined) on the following basis, if any of the following are applicable: 3.1. Property Taxes. Because the property is exempt from taxes, there is no proration necessary. 3.2. Special and Area Assessments. Because there are no known special assessments, nor none contemplated, there is no proration necessary. 3.3. Utilities. Seller shall pay all metered utility charges, including charges for sewer, electricity, gas and water on the basis of the meter readings taken as of the Closing Date or as soon thereafter as such meters are read. 3.4. Recordinq Fees. Buyer shall pay all recording fees; except that Seller shall pay the recording fees for such documents as are required to be recorded in order to cause title to the Property to be in the condition called for by this Agreement. 3.5. Transfer Taxes. Because the Seller is exempt from payment of any transfer taxes (including the Wisconsin Real Estate Transfer Fee), there is no proration necessary. ARTICLE IV. REPRESENTATIONS AND WARRANTIES Seller hereby represents and warrants to Buyer as follows: 4.1. Authority. Seller has authority to sell, transfer and convey the Property to Buyer, and that person (or those persons) signing below on behalf of Seller personally warrant that they have the authority to act as Seller's agent or agents in the sale, transfer and conveyance of the Property to Buyer. 4.2. Good Title. Seller will have, as of the Closing Date, good and marketable title to the Property. The Property shall be, on the Closing Date, subject to no easements (other than those previously disclosed to Buyer,) security interests, defects of title, mortgages, pledges, leases, right-of-ways, liens or other encumbrances of any nature whatsoever excepting municipal and zoning ordinances, general taxes for the year of Closing, and excepting those waived under Article V hereof. All such exceptions are referred to herein as "Permitted Exceptions". 2 4.3. Litiqation. Court Orders. There are no legal actions, condemnation proceedings, suits or other legal administrative proceedings, pending or threatened against the Property, and there are no governmental agency or court orders requiring repairs, alterations, corrections or other remediation of any existing conditions on the Property, except as expressly stated herein. 4.4. No Commitment to Governmental Authority. Except for the limitations set forth elsewhere in this Agreement, Seller has made no commitment to any governmental authority, utility body, neighborhood association or other organization, group or individual relating to the Property that would impose an obligation upon Buyer to install or maintain any improvements of a public or private nature on or off the Property, or which would limit or adversely affect the permitted uses of the Property. 4.5. Special Assessments. To the best of Seller's knowledge, there are no planned or commenced public improvements that may result in special assessments or that may otherwise directly or materially affect the Property as of the date of this Agreement. 4.6. No Prior Riqht to Purchase. Seller represents that no person or entity has any option, right of first refusal or similar right to purchase all or any portion of the Property. 4.7. No Adverse Possessors. Seller represents that there are no other parties in possession of any other portion of the Property as adverse possessors or trespassers. 4.8. No Encroachments. To the best of Seller's knowledge, all buildings and other improvements upon the Property are within the boundary line of the Property, are within any setback lines applicable to the Property and do not encroach on any area which is the subject of an easement; and there are no encroachments upon the Property. 4.9. Environmental. Except as may be disclosed by any environmental test results, reports and other similar documentation, Seller has no knowledge of any other environmental contamination or violation of environmental law with respect to the Property. Prior to closing, Seiler will deliver to Buyer any and all environmental test results and reports and other documentation in Seller's possession with respect to the environmental status of the Property. Should Seller receive additional results, reports, or other documentation, Seller shall, within ten (10) days of receipt thereof, deliver to Buyer any and all additional such environmental test results and reports and other documentation then coming into Seller's possession with respect to the environmental status of the Property. Seller's obligation to timely deliver environmental results, reports, or other documentation with respect to the environmental status of the Property shall continue and survive closing. Buyer reserves the right to conduct independent environmental review prior to closing. ARTICLE V. TITLE Seller shall furnish and deliver to Buyer for examination at least twenty (20) days prior to the Closing Date (as defined in Section 7.1 hereof) an AL T A commitment for marketable 3 title insurance on the Property issued by a licensed title insurance company committing said title insurance company to issue title insurance for the Property by an owner's standard for AL TA policy (Form B) in the amount of the full Purchase Price, showing all liens, encumbrances and other matters of record, together with legible copies of all documents that appear as exceptions to title. Buyer shall have ten (10) days following delivery of such commitment to deliver to Seller written notice of objection to the condition of title. If Buyer fails to deliver such notice within such ten- (10) day period, then Buyer shall be deemed to have approved of the condition of title as shown by such commitment. Exceptions to title approved by Buyer hereunder shall be deemed to be "Permitted Exceptions". All costs of providing such title commitment, and of issuing the title policy pursuant to such commitment, shall be borne by Seller and shall be paid at or before Closing. If, however, this transaction fails to close as a result of Buyer's breach or default hereunder, Buyer shall pay to the title insurer any fee due for cancellation of the title commitment. ARTICLE VI. CLOSING The closing of the purchase and sale of the Property (the "Closing") shall be as follows: 6.1. Time and Place. The Closing shall take place at the offices of Buyer's attorney located in the City of Oshkosh City Hall on July 1, 2004 or upon completion by Seller of the roof repairs outlined in this Agreement, whichever event occurs later. The parties may extend the Closing Date by mutual agreement. 6.2. Seller's Obliqations. At the Closing, Seller shall do the following: (a) Deed. Execute, acknowledge and deliver to Buyer a warranty deed conveying title to the Property subject only to the Permitted Exceptions. (b) Affidavit Reqardinq Construction Liens. Execute, acknowledge and deliver to Buyer an affidavit that there have been no improvements to the Property for six (6) months immediately preceding the Closing Date; or, if the Property has been improved within six (6) months immediately preceding the Closing Date, Seller shall deliver releases or waivers of all construction liens executed by general contractors, subcontractors, suppliers or material men. (c) Assiqnment of Warranties. Execute and deliver to Buyer an assignment or assignments all assignable guarantees and warranties, if any, issued or made in connection with the construction, improvement, alteration and repair of any improvements comprising a part of the Property, together with the originals of each such guaranty and warranty which Seller has in its possession, if applicable. (d) Licenses. Certificates. Deliver to Buyer copies of Seller's existing licenses, permits, authorizations and approvals required by law and issued by governmental authorities having jurisdiction and copies of Seller's existing certificates issued by local board of fire underwriters (or other body exercising 4 similar functions), if any, and the original of each bill for current real estate and personal taxes on the Property, together with proof of payments thereof (if any of the same have been paid), if applicable. (e) Deliverv of Possession. Deliver possession of The Property to Buyer. (f) Wisconsin Transfer Tax Return. Execute and deliver to Buyer the Wisconsin Transfer Tax Return. (g) Closinq Statement. Execute and deliver to Buyer a closing statement setting forth the Purchase Price, all adjustments thereto and all amounts paid at the Closing. 6.3. Buver's Obliqations. At the Closing, Buyer shall do the following: (a) Deliverv of check. Deliver to Seller funds equal to the unpaid balance of the Purchase Price, as adjusted pursuant to Article III, which funds shall be in the form prescribed by Section 2.2. (b) 1099 Report. Execute and deliver to Seller's agent for filing with the Internal Revenue Service a 1099 reporting form describing this transaction. Buyer may utilize the services of a closing agent to fulfill this obligation. ARTICLE VII. SPECIFIC PROVISIONS 7.1 Repair of Roof and Appurtenant Damaoe. Prior to closing, the Seller shall replace the existing roof, including a full tear-off of all existing cover, and shall repair to the parties' mutual satisfaction all damage caused or attributed to the current disrepair. 7.2 Well Abandonment. After closing the Buyer shall abandon the existing well presently serving a portion of the prope1y 7.3 Second Floor Clean-up. Prior to closing, the Seller shall remove from the second floor all moveable furnishings and furniture and broom-sweep clean the second floor. In the event that the Buyer is required to perform these obligations, the Seller shall reimburse the Buyer for all its reasonable costs within thirty (30) days of invoicing. Notwithstanding the foregoing, all physical attachments to the building, regardless of location, shall remain in place, except by further mutual written agreement. 7.3 Holdover by the County. The Seller shall continue to occupy the first floor space currently occupied by the Circuit Court Branch, Court Commissioner, the Family Counseling Services, the former Dispatch Center and Communications Equipment Room (Room 13). Occupancy of the former Dispatch Center is not to exceed 5 years. The Seller shall be responsible to the city for its proportionate share of HVAC and electrical utilities 5 based upon a square footage of occupancy. The Seller is responsible for the maintenance and cleaning of its occupied area, but may contract with the Buyer for this service. Maintenance is defined to be minor consumable replacements such as light bulbs and ballasts, carpeting, electrical outlets and switches, furniture, and locks, excluding any repairs or maintenance to building structure, plumbing, HVAC or electrical systems. Any structural renovations shall have Buyer consent, whose consent shall not be unreasonably withheld. This occupancy shall be rent-free for a period of seven years commencing on the date of closing and terminating the last day of the seventh year after closing. Rental payments are to be based on a contractual year rather than a calendar year. Thereafter, the Seller shall pay annual rent of $100,000, payable in advance, in monthly payment of $8,333.33 on the first day of each month of the eighth, ninth and tenth years of occupancy. The Seller may terminate its occupancy at the end of any occupancy year, but only upon six-month prior written notice to the Buyer. Upon the completion of the initial ten-year term, an option for an additional ten-year occupancy with the same terms may be exercised by mutual agreement of the Seller and Buyer. Upon vacating the premises, the Seller shall remove all moveable furniture and furnishings and shall return the premises in a broom swept or vacuumed-clean condition. 7.4 HV AC by the Buyer. The Buyer will install a stand-alone heating system in the Public Safety Building after closing at its own expense. Thereafter, the Seller shall take those actions necessary to abandon any HVAC services presently serving the building within three (3) months of written notice from the Buyer to do so, unless extended by mutual written agreement of the parties. In the event that the Buyer is required to perform these obligations, the Seller shall reimburse the Buyer for all its reasonable costs within thirty (30) days of invoicing. ARTICLE VIII. GENERAL PROVISIONS 8.1. Entire Aqreement. This Agreement contains the entire understanding between Buyer and Seller with regard to the Property and supersedes all other agreements or other understandings between Buyer and Seller, whether verbal or written, concerning the Property, and and it shall insure to the benefit of and shall bind the parties hereto, their respective heirs, executors, successors or assigns. 8.2. Governinq Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Wisconsin. 8.3. Survival of Warranties. Representations and Indemnification. Any warranty, representation, indemnification, obligation or agreement herein contained shall survive the Closing, and the parties shall indemnify each other from and against any and all costs, expenses, liabilities and damages, including attorney fees, arising out of the breach of any such warranty, representation, indemnification or agreement. The property is transferred in "as-is" condition. The Seller is making no actual or implied warranties of the building, its contents or equipment. 6 8.4. Modifications. This Agreement may be amended or modified only by written instrument duly executed by, and delivered to both of the parties hereto. 8.5. Notices. Any notice required hereunder shall be given in writing, signed by the party giving notice, personally delivered or mailed by certified or registered mail, return receipt requested or by facsimile transmission to the parties' respective address as set forth above. Notice shall be deemed delivered: (a) in the case of personal delivery, on the date when personally delivered; or (b) in the case of certified or registered mail, on the date when deposited in the United States mail with sufficient postage to effect such delivery; or (c) in the case of facsimile, on the date when received. Facsimile signatures shall be deemed to be originals in all respects. Either party may change the address to which notice must be given by delivery of written notice to the other party in accordance with this subsection. 8.6. Severability of Provisions. In case anyone or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained herein. 8.7 Time of Essence. Time is of the essence. 8.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 8.9. Litiqation. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees. 8.10. Acceptance. If this Agreement is accepted, it shall become binding on Buyer, its heirs, executors, successors or assigns, upon Buyer's receipt of the Agreement executed by Seller. 8.11. Headinos. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 8.12. Indemnification. Seller shall be liable for and indemnify and hold harmless the Buyer, its heirs, executors, successors, shareholders, representatives and consultants, and assignees from and against any loss, cost, damage, liability or expense (including attorney fees and other professional charges) suffered or incurred by Buyer, its heirs, executors, successors, shareholders, representatives and consultants, and assignees, without limitation, for any of Seller's activities on the Property during the period of its occupancy under terms of this Agreement. Further, Buyer shall be liable for and indemnify and hold harmless the Seller, its heirs, executors, successors, shareholders, and assignees from and against any loss, cost, damage, liability or expense (including attorney fees and other professional charges) suffered or incurred by Seller, its heirs, executors, 7 successors, shareholders, and assignees, without limitation, for any of Buyer's activities on the Property after Closing. It is the intention of this paragraph that each party shall be solely responsible for liability arising from its own activities under this agreement, and that this paragraph be liberally construed in favor of the party seeking indemnification. 8.13. Joint and Several Liabilitv. If either Buyer or Seller is more than one person, liability among such persons shall be joint and several, as provided by law. 8.14. Riqht to Inspect. Seller hereby grants Buyer the right while this Agreement is in effect, to examine, upon reasonable notice to Seller, all of Seller's books and records regarding the Property. Seller further grants Buyer the right to come onto the Property to conduct such inspections and tests, including an inspection of the Property by Buyer's architect or engineer. Notwithstanding the foregoing, Buyer shall not conduct any environmental audits or testing without the prior consent of Seller. All testing and any notice of any unsatisfactory results or reports shall be completed 20 days prior to closing. Buyer shall indemnify and hold Seller harmless from and against any damages arising directly from Buyer's inspection and testing of The Property. The Seller shall not provide a Property Inspection Report. 8.15. Rezonino and Land Division. No such action is currently contemplated. 8.16. Assiqnment. The parties upon written notice may assign this Agreement to the other party. 8.17 Continqency. This sale is subject to final approval by the Winnebago County Board of Supervisors and to funding and final approval by the Common Council for the City of Oshkosh. The parties' representatives shall use their best efforts to secure such approvals. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. And: / (l.... ~Üsan T. Ertmer, County Clerk 8