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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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 2 Last Updated: April 24, 2025 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. Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 3 Last Updated: April 24, 2025 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. Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 4 Last Updated: April 24, 2025 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) Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 5 Last Updated: April 24, 2025 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. Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 6 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 7 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 8 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 9 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 10 Last Updated: April 24, 2025 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. Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 11 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 12 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 13 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 14 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 15 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 16 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 17 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 18 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 19 Last Updated: April 24, 2025 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 Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 20 Last Updated: April 24, 2025 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' Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 21 Last Updated: April 24, 2025 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) Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39 22 Last Updated: April 24, 2025 EXHIBIT B COVENANTS AND RESTRICTIONS REGARDING CITY OF OSHKOSH INDUSTRIAL PARKS (on pages following) Docusign Envelope ID: 92AA6B04-5C04-4B28-BFC1-AB3D32F10B39