HomeMy WebLinkAboutLeeco-Oshkosh - Land Purchase Agreement 4.24.25 F1
Last Updated: April 24, 2025
AGREEMENT FOR SALE AND PURCHASE
OF VACANT REAL PROPERTY
THIS AGREEMENT FOR SALE AND PURCHASE OF VACANT REAL
PROPERTY (the "Agreement") is made and entered into on April 25 , 2025 (the
“Effective Date”), by and between City of Oshkosh, a Wisconsin municipal corporation
with offices at 215 Church Avenue, Oshkosh, Wisconsin (“Seller” or “City"), and Leeco
Steel, LLC and/or assigns with offices at 1011 Warrenville Road, Suite 500, Lisle, IL
60532 ("Buyer").
INTRODUCTION
The City has invested significant taxpayer funds to create various industrial and
business parks and install public infrastructure that will make it conducive for
businesses to locate within these areas so that this business location will be beneficial to
the business while adding to the City’s tax base and allowing the taxpayers to recoup
their investment. Buyer owns the property adjoining the Real Property where it
operates a steel distribution business with 32 employees, and Buyer desires to acquire
the Real Property in order to expand its operations. Therefore, the City and the Buyer
are entering into this Agreement regarding the sale of Real Property to identify the
terms and conditions of the sale and purchase.
AGREEMENT
The City and the Buyer enter into this Agreement in consideration of the mutual
promises, covenants and conditions herein contained and other good and valuable
consideration. Both parties acknowledge the receipt and sufficiency of the
consideration. The specific terms and conditions of the parties’ Agreement follow.
1. Sale Agreement. The City offers to sell to Buyer, and Buyer agrees to purchase
from the City, subject to all of the terms and conditions of this Agreement, a
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parcel of vacant land located in the Southwest Industrial Park located at 0 Atlas
Avenue with parcel # 1329200300.
Both Parties Initial Agreement Below:
___X____ The Real Property will be sold in its current form with its current
boundaries.
________ The Real Property will be sold after a larger parcel is further divided
through the Plat or Certified Survey Map process as further described in
paragraph numbered 3, below.
2. Deed and Title. Upon payment of the purchase price, the City shall convey
merchantable title to the Real Property to Buyer by general warranty deed free
and clear of all liens and encumbrances, except:
2.1 General taxes levied in the year of closing; and,
2.2 Title exceptions which have been accepted or waived by the Buyer
in writing (collectively, the “Permitted Encumbrances”)
3. Real Property. The Real Property to be conveyed is within the City of Oshkosh,
Winnebago County, Wisconsin, and is more particularly described below. The
Real Property is also identified and described in Exhibit A, attached. Exhibit A
will include the current legal description of the Real Property.
[LOT 2 CSM 6129 DOC #1446168 R OF D]
4. Purchase Price. The Purchase Price of the Real Property shall be $249,776.80
($26,000 per gross acre X 9.6068 acres). The Purchase Price is due to the City in
cash or its equivalent at Closing. The City is not obligated to accept wire
transfers of the purchase price. In the event the City, at its sole discretion, allows
wire transfers, then the City accepts no responsibility for a successful wire
transfer and any unsuccessful wire transfer, for any reason, shall be treated as a
failure to submit the required Purchase Price.
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5. Earnest Money Deposit. The City requires that the Buyer tender Earnest Money
in the amount of $4,803.40 to the City for all offers to purchase.
5.1 The funds must be tendered within five (5) business days after the
terms of this Offer to Purchase are agreed upon by the parties and
approved by the Common Council.
5.2 Earnest Money shall be held within an account at the Title
Company selected for the transaction. The City has no obligation
to deposit the Earnest Money in an interest bearing account.
5.3 Earnest Money is non-refundable except upon material default by
the City. For purposes of clarification, Earnest Money is non-
refundable even if the Buyer otherwise exercises its right to cancel
the transaction as allowed by this Agreement.
5.4 If the transaction fails to close, and the transaction closing will not
be rescheduled, due to a material default by the City, then the
Earnest Money shall be returned to the Buyer. If Buyer, without
the right to do so and in default of its obligations under this
Agreement, fails to complete Closing or otherwise defaults under
or otherwise materially breaches this Agreement beyond any
applicable cure periods, the City’s sole remedy shall be the right to
be paid the Earnest Money as liquidated damages.
5.5 When the transaction closes, the Earnest Money shall be credited
towards the Purchase Price.
6. Buyer’s Right to Cancel. Buyer's obligation to purchase the Real Property is
subject to the following conditions precedent. The Buyer shall retain the
discretion to determine whether conditions have been satisfied. The Buyer may
agree to waive one or more conditions in writing.
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6.1 Property Boundaries/Encumbrances (If Applicable). In
certain instances, before the conveyance of the Real
Property, the City may, with the consent of the Buyer, add
easements or other encumbrances necessary for the
development of the Real Property and/or of the City’s public
utilities system, with the resulting parcel to be conveyed
including encumbrances are in a form that is acceptable to
the Buyer. After the conveyance, the City may be required to
add easements or encumbrances necessary for the
development of the Real Property and/or of the City’s public
utilities system.
6.2 Title Commitment and Policy. The Buyer is entitled to
review and approve of a Title Commitment and Policy for
the Real Property.
6.2.1 The City, at its expense, shall furnish and deliver
to Buyer for examination a Title Insurance
Commitment, ALTA Form dated _____________
issued by Chicago Title Insurance Company.
6.2.1.1 The City will provide the Buyer with a
copy of the Title Insurance Commitment
within thirty (30) days following the
Effective Date.
6.2.1.2 The Buyer will notify the City in writing
of any objections to any condition of
title not otherwise permitted by this
Agreement no later than fifteen (15)
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days prior to the expiration of the Due
Diligence Period.
6.2.1.3 The City will notify the Buyer in
writing within two (2) business days
after receipt of the objections whether or
not the City intends to make efforts to
eliminate the title defect or otherwise
resolve the Buyer’s objections. The City
retains the sole discretion to attempt, or
to not attempt, resolution of objections
to any condition of title.
6.2.2 The Title Insurance Commitment shall indicate
that an owner’s policy in the amount of the
Purchase Price ensuring that title to the Real
Property is in the condition called for in this
Agreement will be issued to the Buyer upon
recording of the warranty deed conveying the
Real Property.
6.2.3 The owner’s policy shall be subject only to the
Permitted Encumbrances or encumbrances
approved in writing by the Buyer.
6.2.4 The premium for the owner’s policy shall be paid
by the City before or at closing. However, Buyer
shall pay all costs of providing title evidence
required by Buyer’s lender, if any.
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6.2.5 In the event the City elects to attempt to resolve
the Buyer’s objections, the City will thereafter
exercise reasonably expeditious efforts to correct
the title condition within 30 days or less, and if
necessary, the parties will negotiate a new closing
date in good faith.
6.2.6 If the condition of title is not corrected within 30
days, the Buyer may, at its option, (1) declare its
obligation to purchase the Real Property to be null
and void; or (2) elect to accept title in the condition
as the City can convey and proceed to closing
without abatement of the purchase price.
6.2.7 Actual conveyance of the Real Property shall be
deemed the acceptance by the Buyer of the
condition of the title as of the date of closing.
6.3 Inspection. Buyer, as well as Buyer's employees, agents, and
representatives shall have the right to enter the Real Property and
undertake any tests or inspections of the Real Property at Buyer’s
discretion.
6.3.1 All tests and inspections shall be at Buyer's sole cost,
expense, and risk.
6.3.2 Buyer shall be required to provide the City with a
summary of the inspection and/or testing to be
completed on the Real Property. The purpose of this
disclosure is not to limit inspection and/or testing. The
purpose is to allow the City to evaluate the potential
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activity on the Real Property and may, at its discretion in
certain circumstances, require a separate written access
agreement. The City’s requirement for a separate access
agreement will be based on the time frame and/or
invasiveness of inspection and/or testing activities.
6.3.3 Buyer shall provide the City with advanced request to
enter on to the Real Property. The City shall not
unreasonably deny the request to access the Real
Property. Access shall be allowed at any reasonable time
during the City’s normal administrative business hours.
6.3.4 Buyer is responsible for all damages and liabilities
occurring during the course of the inspection and testing
the Real Property, but only to the extent that the damages
and liabilities are caused by Buyer, Buyer's employees,
agents, and representatives, including contractors and
consultants. Buyer shall immediately notify the City of
any incident occurring on the Real Property that it is
aware of that may reasonably be considered to result in
any damage to the Real Property or to third persons.
Upon request, the City shall be provided with
documentation related to such incidents.
6.3.5 Buyer shall have ninety (90) days from and after the
Effective Date (the “Due Diligence Period”) within which
to conduct inspections of the Real Property and pursue
all consents and approvals necessary for Buyer’s
intended development on the Real Property. Buyer may
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terminate this Agreement by written notice to the City at
any time during the Due Diligence Period if it is not
satisfied, in Buyer’s sole discretion, with any matter
related to the Real Property or Buyer’s intended
development thereon. In the event that the Buyer elects
to terminate its obligation to purchase the Real Property,
then the Buyer is responsible for returning the Real
Property to a condition that is substantially similar to its
condition prior to Buyer’s access to the Real Property.
6.3.6 Buyer shall be responsible for all routine maintenance of
the Real Property during the Inspection 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.
6.4 Buyer’s Funds. Buyer intends to pay cash for its purchase of the
Real Property.
6.5 Remedies. If any condition precedent is not met, or if is otherwise
objectionable, the Buyer may:
6.5.1 Notify the City in writing of the failure of a condition
precedent or of an objection and of the Buyer’s resulting
election to terminate its obligation to purchase the Real
Property.
6.5.2 If objections or defects of title remain, then the Buyer
may elect to accept the defects and waive exceptions.
6.5.3 If Buyer determines that the condition of the Real
Property (including ingress and egress) is not acceptable
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or suitable for Buyer’s intended use, Buyer may elect to
request further discussions with the City regarding
possible resolutions of the conditions acceptable to
Buyer.
6.5.4 Buyer’s purchase of the Real Property will be interpreted
an acknowledgement that all conditions precedent have
been met or accepted, and as Buyer’s acceptance of the
Real Property in an “as-is, where-is” condition, including
the title, and environmental and physical condition.
7. Conditions Precedent to The City’s Obligations. The City's obligations under this
Agreement shall be subject to the following conditions precedent being satisfied
to the satisfaction of the City (or waived by the City in writing):
7.1 Receipt of preliminary site plans from Buyer prior to closing.
7.2 Receipt of all documentation in the possession of the Buyer, or
agents or representatives, related to any objection or defect in
which the City is attempting to remedy, unless such objections or
defects are waived in writing by Buyer.
7.3 The City’s ability to actually remedy title objections of the Buyer
through practical means and within the City’s ability to locate
financial resources available for this purpose within the constraints
of the City’s budget and objectives, unless such title objections are
waived in writing by Buyer.
7.4 In the event any of the City’s conditions precedent are not met, the
City may either waive such conditions in writing, or it may notify
the Buyer in writing of any unresolved condition and of the
resulting decision by the City to not move forward with the
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transaction. If the City decides to cease moving forward with the
transaction, the City shall have no obligations to the Buyer arising
either before or after this decision. Notwithstanding the foregoing,
if such objections or defects are waived in writing by Buyer, such
items shall not be considered conditions precedent, and the City
shall no longer have the ability to decide not to move forward with
the transaction.
8. Environmental Audit. The City makes no representation or warranties with
respect to any environmental condition or any Hazardous Materials which may
be contained on, in, or affecting the Real Property. The City is selling the Real
Property in an "as is, where is" condition in all respects, including all
environmental conditions. The City shall provide Buyer with all environmental
assessment reports of the Real Property in the City’s possession. Buyer will be
provided access necessary to perform its due diligence and evaluation of the
condition of the Real Property.
9. Property Condition. The City has not conducted any geotechnical investigation
at the Real Property to determine if it contains old building foundations, rubble,
underground obstructions, and/or debris from prior buildings or structures or
uses of the Real Property that may have been abandoned, demolished, and/or
otherwise removed. Buyer agrees to accept the Real Property “as is, where is”
and is solely responsible for conducting its own geotechnical investigation to
determine the soil bearing capacity and for all site excavation, debris removal,
fill, and development expenses. The City shall provide all information regarding
the condition of the Real Property upon request.
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10. Closing. The purchase of the Real Property shall be consummated as follows:
10.1 Closing Date. The closing of the transaction contemplated in
this Agreement shall be on or before fifteen (15) days
following the expiration of the Due Diligence Period (the
“Closing”), or such other date as may be agreed upon by
Buyer and the City. The Closing shall be held at the offices
of the City or a title company chosen by the City, via mail, or
such other location as the parties may mutually agree.
10.2 The City's Deliveries and Responsibilities. At Closing, the
City shall deliver to Buyer the following:
10.2.1 Deed. An executed general warranty deed to the
Real Property prepared by the City and in a form
reasonably acceptable to Buyer, subject only to the
Permitted Encumbrances.
10.2.2 Title Policy. The Title Insurance Policy described
in this Agreement, subject only to the Permitted
Encumbrances.
10.2.3 Alta Statement. An executed Alta Statement in the
form required by the Title Insurer.
10.2.4 Other Documents. Other documents, instruments,
certifications and confirmations as may be
reasonably required by Buyer to fully effect and
consummate the transaction, including without
limitation, the items identified below:
__Owner’s affidavit sufficient to remove the
standard exceptions to the Title Insurance
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Policy_______________________________________
_____________________________________________
_____________________________________________
10.2.5 Possession. Sole and exclusive possession of the
Real Property.
10.2.6 Closing Costs. The City shall pay costs of closing,
including real estate transfer fee, recording fee and
title insurance costs,
10.2.7 Special Assessments. The City will pay any
unpaid special assessments levied against the Real
Property as of the date this Agreement was
approved by the City’s Common Council. Buyer
is responsible for all special assessments levied
against the Real Property after the date this
Agreement was approved by the City’s Common
Council.
10.3 Buyer's Deliveries and Responsibilities. At Closing, Buyer
shall deliver to the City the following
10.3.1 Purchase Price. Buyer shall pay to the City in
lawful money of the United States, the Purchase
Price in the amount and form as described in this
Agreement.
10.3.2 Alta Statement. An Alta Statement in the form
required by the Title Insurer.
10.3.3 Other documents, instruments, certifications and
confirmations as may be reasonably required by
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Seller to fully effect and consummate the
transaction. Identified below:
_____________________________________________
10.4 Joint Deliveries. At Closing, The City and Buyer shall jointly
deliver to each other the following:
10.4.1 Closing Statement. An agreed upon closing
statement.
10.4.2 Transfer Tax Filings. Executed documents
complying with the provisions of all federal, state,
county and local law applicable to the
determination of transfer taxes.
11. The City's Representations, Warranties and Covenants. In addition to the
other representations, covenants and warranties by the City herein, the
City hereby represents, covenants, and warrants that as of the Closing
date:
11.1 Ownership. The City is the sole owner of and has good and
merchantable fee simple title to the Real Property, free and
clear of all liens, encumbrances, easements, covenants, and
other restrictions except those of record.
11.2 Liens and Liabilities. Except for those of record, the Real
Property is not subject to any liens, encumbrances, security
interests, liabilities, covenants, restrictions, dedications,
rights-of-way, leases or judgments of any kind whatsoever.
11.3 Leases. No other persons are in possession of the Real
Property under any oral or written lease.
11.4 Encroachments. No improvements upon the Real Property
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encroach upon adjoining real estate, nor do any
improvements upon adjoining real estate encroach upon the
Real Property.
11.5 Repurchase Property Provision. The City waives the right to
repurchase the Real Property as referenced in Section 10 of
the Covenants and Restrictions Regarding City of Oshkosh
Industrial Parks document (Exhibit B).
11.6 Special Assessments. To The City’s knowledge on the date
of this Agreement, to be confirmed by the Closing by letter
from the City of Oshkosh, there are no special assessments
levied against the Real Property.
11.7 Corporate Authority. The City is a Municipal Corporation
authorized to operate through the laws of the State of
Wisconsin. The City has the full power, authority and legal
right to execute, deliver and perform its obligations under
this Agreement.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and the counterparts
together shall constitute one and the same instrument.
13. No Merger. No provision of this Agreement is intended to or shall be
merged by reason of any deed transferring title to the Real Property from
the City to the Buyer, or any successor in interest, and any such deed shall
not be deemed to affect or impair the provisions and covenants of this
Agreement.
14. Assigns. Buyer may assign its interests in this Agreement with the
permission of the City. The City’s permission shall not be unreasonably
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withheld. In the event of an assignment, the Buyer shall provide the City
with documentation of the assignment to the City’s satisfaction.
15. Public Records. This Agreement and certain documents relating to this
Agreement and intended transaction are, or may be, subject to
Wisconsin’s Public Records law (Wis. Stat. Chapter 19) that includes
records produced or collected hereunder. Buyer agrees to cooperate with
City if it receives a request under Wisconsin’s Public Records Law for any
such record. In the event Buyer assigns its interests in this Agreement, in
addition to any other Buyer obligation that may survive the assignment,
Buyer shall remain obligated to the City for all public records issues.
16. Use of Records. The City will provide certain documents and records to
the Buyer as required by this Agreement or Public Records laws, or
voluntarily. These documents and records may originate from the City, or
from third-parties and may be pertain to environmental or other
conditions of the Real Property.
16.1 Regarding documents and records originating in whole or in
part from third-parties, the City will only guaranty or
warranty that true and correct copies are provided.
16.2 Regarding documents and records that originate from the
City but are based in whole or in part on information
obtained from third-parties, the City will only guaranty or
warranty that true and correct copies are provided.
16.3 Regarding documents and records that originate from the
City and are based on investigations and date from the City,
the City states that these documents and records were
created for various purposes in carrying out an obligation of
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the City as a governmental entity. Therefore, use of these
documents and records are necessarily limited and the City
does not guaranty or warrant that the information therein
can be relied upon for any particular purpose by the Buyer.
16.4 In all cases, it is solely the Buyer’s responsibility to
independently test and verify the information identified in
any documents and records provided to the Buyer by the
City.
17. Broker. The City has not retained, utilized, or entered into any agency
agreement with any real estate agent, broker, or other such professional,
related to this transaction. The Buyer may or may not retain, utilize, or
enter into an agency or other agreement with a real estate agent, broker, or
other such professional. In the event the Buyer has utilized any such real
estate professional for the purposes of this transaction, Buyer remains
solely responsible for any commission, fees, payment, or other obligation
due to the real estate professional. The City shall in no case be obligated
or responsible for any of these or similar transaction costs. Buyer shall
hold the City harmless for any claims against the City by any
aforementioned real estate professional retained by Buyer, for any claims
for fees, commissions, or other payments resulting from this transaction.
Buyer shall fully indemnify the City for any claims made against the City
by any real estate professional contracted, engaged, or affiliated with the
buyer.
18. Severability. If any term or provision of this Agreement shall be held to
be void or unenforceable for any reason by a court of competent
jurisdiction, the remaining terms and provisions hereof shall remain in
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effect.
19. Binding Effect. The provisions of this Agreement shall bind the parties
and each party’s heirs, successors, and assigns.
20. Amendment and Waiver. This Agreement may be amended at any time
in any respect only by an instrument in writing executed by the City and
Buyer. Either party may waive any requirement to be performed by the
other hereunder, provided that said waiver shall be in writing and
executed by the party waiving the requirement.
21. Integrated Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof. The parties
acknowledge that prior to this Agreement information was exchanged
between the parties about the Real Property either verbally, via email or
otherwise communicated. None of the aforementioned information,
agreements, or inferred agreements are part of this Sale and Purchase
Agreement unless it is included herein. No promises or understandings,
either expressed or implied, exist between the parties with respect to the
subject matter of this Agreement except as contained herein. This
Agreement supersedes all representations, warranties, commitments,
offers, promises, or contracts, of any kind or nature, whether oral or
written, made prior to or contemporaneous with the execution of this
Agreement.
22. Choice of Law. The laws of Wisconsin shall govern the validity of this
Agreement, the construction of its terms and interpretation of the rights
and duties of Buyer and the City. The venue for the resolution of any
dispute shall be Winnebago County, Wisconsin.
23. Notices. Any notices or demands to be given by or on behalf of either
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party, whether or not required by this Agreement, to the other, shall be
delivered by personal service, by mail, postage prepaid, registered or
certified, with return receipt requested, or by email to the parties at the
addresses listed below. Changes of contact information shall be promptly
disclosed. Notice is considered received: 1) on date of personal service; or,
2) three days from the date of the postmark if by mail; or, 3) the date
received if for email, except those received after 4:30 p.m. on a business
day, or received on a weekend or holiday, in which case receipt shall be
the next business day.
The City: City of Oshkosh
Attn: Sara Rutkowski
215 Church Avenue
Oshkosh, WI 54901
Phone: 920.236.5055
Email: srutkowski@oshkoshwi.gov
Buyer: Leeco Steel, LLC
1011 Warrenville Road, Suite 500, Lisle IL 60532
Phone: 630-427-2100
Email: LLiarakos@Leecosteel.com
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IN WITNESS WHEREOF, the parties have caused this Agreement for Sale and Purchase
of Vacant Real Property to be executed, as of the day and year first above written.
THE CITY:
CITY OF OSHKOSH
By: _______________________________
Rebecca Grill, City Manager
And: _______________________________
Diane Bartlett, City Clerk
Approved as to form: I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
this contract
_____________________________
Lynn A. Lorenson, City Attorney
______________________________________
Julie Calmes, Finance Director
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LEECO STEEL, LLC
______________________________
By: Lisa Liarakos, Chief Financial Officer
Lisa Liarakos CFO
Leeco Steel LLC
Digitally signed by Lisa Liarakos
CFO Leeco Steel LLC
Date: 2025.04.25 10:03:43 -05'00'
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EXHIBIT A
TO AGREEMENT FOR SALE AND PURCHASE OF VACANT REAL PROPERTY
BETWEEN CITY OF OSHKOSH AND LEECO STEEL, LLC
CERTIFIED SURVEY MAP & LEGAL DESCRIPTION
(on pages following)
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EXHIBIT B
COVENANTS AND RESTRICTIONS REGARDING
CITY OF OSHKOSH INDUSTRIAL PARKS
(on pages following)
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