HomeMy WebLinkAboutKingsbury Agreement and CSM
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 October 27, 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
Kingsbury Real Estate Holdings, LLC and/or assigns with offices at 455 W. Waukau
Avenue, Oshkosh ("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. The Buyer has identified a parcel in one of these industrial or
business parks in which Buyer believes it would be beneficial to develop and operate a
business. The buyer intends to establish a campus-type facility and grounds, with room
for future expansion. Attention to aesthetic and sustainable features, where possible,
for the good of our employees, the company, the community, and the environment.
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
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from the City, subject to all of the terms and conditions of this Agreement, a
parcel of vacant land located at 0 Compass Way, also referred to as the East
Compass Way Site, as referenced in the appended Certified Survey Map # 8313
(the “Real Property”).
Both Parties Initial Agreement Below:
_______ The Real Property will be sold in its current form with its current
boundaries.
____ X____ 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 6.1, below.
2. Deed and Title. Upon payment of the Purchase Price, the City shall convey good
and marketable fee simple title to the Real Property to Buyer by general warranty
deed, free and clear of all liens and encumbrances, subject only to the following
“Permitted Exceptions”:
2.1 Municipal and zoning ordinances and agreements entered into
under them;
2.2 Recorded easements and other restrictions of record, other than any
title defects that the City has agreed to cure pursuant to Section
6.2.1.3;
2.3 Recorded building and use restrictions and covenants;
2.4 General taxes levied in the year of closing, which are not yet due
and payable;
2.5 Dedications or rights of way; and,
2.6 Title exceptions which have been accepted or waived by the Buyer
in writing;
2.7 Other: None.
3. Real Property. The Real Property to be conveyed is within the City of Oshkosh,
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Winnebago County, Wisconsin, and is more particularly identified and described
in Exhibit A, attached. Exhibit A will include either the current legal description
of the Real Property.
4. Purchase Price. The “Purchase Price” of the Real Property shall be $250,000. 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.
5. Earnest Money Deposit. The City requires that the Buyer tender Earnest Money
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 The City’s Earnest Money schedule requires $500.00 per gross acre,
up to a maximum of $5000.00. The Earnest Money amount will be
adjusted for fractional acreages, but will not be adjusted based on
the presence of features or issues, including easements and natural
features, that may otherwise limit the available development area.
5.3 Earnest Money may be held in either a City account, or within an
account at the Title Insurer, at the City’s option. The City has no
obligation to deposit the Earnest Money in an interest bearing
account.
5.4 Earnest Money is non-refundable except upon material default by
the City or in accordance with Section 31 below. For purposes of
clarification, Earnest Money is non-refundable even if the Buyer
otherwise exercises its right to cancel the transaction as allowed by
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this Agreement; provided that the Earnest Money shall be
refundable if Buyer terminates this Agreement in accordance with
Section 31 below.
5.5 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.
5.6 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.
6.1 Property Boundaries/Encumbrances. The City shall
subdivide a larger parcel into one or more smaller parcels or
relocate the lot lines of one (1) or more parcels, and/or add
easements or other encumbrances necessary for the
development of the Real Property and/or of the City’s public
utilities system, such that the Real Property to be conveyed
will consist of a separate parcel for legal, zoning and tax
purposes and shall include such easements and
encumbrances that are in form and substances acceptable to
the Buyer.
6.2 Title Commitment and Title Policy. The Buyer is entitled to
review and approve of a Title Commitment and Title Policy
for the Real Property.
6.2.1 The City, at its expense, shall furnish and deliver
to Buyer for examination a Title Insurance
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Commitment, ALTA Form (6-17-06) Revised (8-1-
16), issued by Chicago Title Insurance Company,
together with copies of all exceptions thereto (the
“Title Insurer” and such commitment, the “Title
Commitment”).
6.2.1.1 The City will provide the Buyer with (a)
a copy of the Title Commitment and (b)
a copy of the Certified Survey Map
depicting and describing the Real
Property, within ten (10) business days
after the parties’ execution and delivery
of this Agreement.
6.2.1.2 The Buyer will notify the City in writing
of any objections to any condition of
title (other than Permitted Exceptions)
on or before the date which is five (5)
business days prior to the end of the
Due Diligence Period (hereafter
defined).
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 some or all of the title defects
or otherwise resolve the Buyer’s
objections on or before the Closing Date.
The City retains the sole discretion to
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attempt, or to not attempt, resolution of
objections to any condition of title.
6.2.1.4 Buyer shall deliver to the City all
documentation in the possession of the
Buyer, or its agents or representatives,
related to any objection or defect in
which the City is attempting to remedy.
6.2.2 The Title Commitment shall indicate that, and the
Title Company shall be committed to issue at or
prior to Closing, an owner’s title insurance policy
in the amount of the Purchase Price ensuring that
title to the Real Property in the condition called for
in this Agreement will be issued to the Buyer
upon recording of the warranty deed conveying
the Real Property (the “Title Policy”).
6.2.3 The Title Policy shall be subject only to the
Permitted Exceptions and those other restrictions
or encumbrances approved or waived in writing
by the Buyer.
6.2.4 The premium for the Title Policy shall be paid by
the City before or at Closing. However, Buyer
shall pay all costs of providing a lender’s title
insurance policy to Buyer’s lender, if any.
6.2.5 In the event the City elects to attempt to resolve
the Buyer’s objections, the City will do so on or
before the Closing Date.
6.2.6 If the condition of title is not corrected on or
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before the Closing Date, 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 Closing Date.
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, and to examine all documents, books and records
maintained by the City relating to the operation of the Real
Property during the period of the City’s ownership, including,
without limitation, a current environmental site assessment of the
Real Property and DNR review of the Real Property (the “Property
Documents”).
6.3.1 All tests and inspections shall be at Buyer's sole cost,
expense, and risk. Within ten (10) business days after the
Effective Date, the City shall make available to Buyer, for
Buyer’s review, copies of the Property Documents in the
City’s possession or control.
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
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purpose is to allow the City to evaluate the potential
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 of at
least 24 hours 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 one hundred twenty (120) days from
and after the Effective Date (the “Due Diligence Period”)
within which to conduct inspections of the Real Property,
review the Property Documents, and pursue all consents
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and approvals necessary for Buyer’s intended
development on the Real Property. Buyer may terminate
this Agreement at any time during the Due Diligence
Period for any reason or no reason. 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 Due Diligence 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 Financing. Buyer’s obligation to purchase the Real Property shall
be conditioned upon Buyer obtaining loan commitments for land
acquisition, construction loans, and permanent financing for the
business.
6.5 City’s Deliveries. All of the documents required to be delivered by
the City at the Closing pursuant to the terms and conditions of
Section 10.2 shall have been delivered
6.6 Validity of Representations and Warranties. All representations
and warranties by the City in this Agreement shall be true and
correct in all material respects as of the Closing Date.
6.7 Performance of Covenants. The City shall have duly performed all
material covenants and agreements to be performed by the City
under this Agreement.
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6.8 Intentionally Deleted.
6.9 Remedies. If any condition precedent is not met, or is otherwise
objectionable, the Buyer may:
6.9.1 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 this Agreement and its obligation to
purchase the Real Property. Upon termination of this
Agreement, neither party shall have any further rights or
obligations hereunder (except for any obligations of
either party which expressly survive the termination of
this Agreement pursuant to the other provisions of this
Agreement), and if such failure constitutes a default by
the City, then Buyer may exercise any of its remedies
pursuant to Section 14.
6.9.2 Waive any of the foregoing conditions and proceed to
Closing on the Closing Date with no offset or deduction
to the Purchase Price.
6.9.3 Buyer’s purchase of the Real Property will be interpreted
as an acknowledgement that all conditions precedent
have been met, accepted or waived, 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 Site Plan. Receipt of at least a preliminary site plan from Buyer
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prior to closing.
7.2 Buyer’s Deliveries. All of the documents required to be delivered
by Buyer at the Closing pursuant to the terms and conditions of
Section 10.3 shall have been delivered
7.3 Remedies. 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 terminate this Agreement.
Upon termination of this Agreement, neither party shall have any
further rights or obligations hereunder (except for any obligations
of either party which expressly survive the termination of this
Agreement pursuant to the other provisions of this Agreement),
and if such failure constitutes a default by Buyer, then the City may
exercise its remedies pursuant to Section 13.
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 or control, which
environmental assessment reports shall be included in the Property Documents
required to be made available to Buyer hereunder. 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
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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, which information shall be included in the
Property Documents required to be made available to Buyer hereunder.
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 (the “Closing”) shall be the date which is
thirty (30) days after the expiration of the Due Diligence
Period (the “Closing Date”), 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 the Title Insurer, or such
other location as the parties may mutually agree.
Alternatively, the parties may agree that the Closing be held
as an escrow closing through the Title Insurer on the Closing
Date.
10.2 The City's Deliveries and Responsibilities. At Closing, the
City shall deliver or cause to be delivered to Buyer the
following, executed and acknowledged (as applicable) by
the City:
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 and the Title
Insurer.
10.2.2 Title Policy. The Title Policy described in this
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Agreement.
10.2.3 Other Documents. Other documents, instruments,
certifications and confirmations as may be
reasonably required by Buyer or the Title Insurer
to fully effect and consummate the transaction
contemplated hereby, including, without
limitation, such authority documents as the Title
Insurer may reasonably require as to the authority
of the person or persons executing documents on
behalf of the City.
10.2.4 Possession. Sole and exclusive possession of the
Real Property, free and clear of any leases or other
rights of occupancy, subject only to the Permitted
Exceptions.
10.2.5 Closing Costs. The City shall pay costs of closing,
including real estate transfer fee; deed recording
fee; premiums and fees related to the issuance of
the Title Commitment or Title Policy, including,
without limitation, the costs of owner’s extended
title coverage and any title endorsements; the costs
of the Certified Survey Map of the Real Property;
the costs of causing title to the Real Property to be
in the condition required by this Agreement; all
fees of attorneys or counsel to the City. Buyer and
the City shall split the costs of the wetlands
delineation and environmental site assessments
for the Property. All transaction costs which are
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not expressly the responsibility of the City or
Buyer under this Agreement shall be apportioned
in accordance with local custom for commercial
sales in the locality in which the Real Property is
located and in the absence of any such custom,
shall be paid one-half by the City and one-half by
Buyer.
10.2.6 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, executed and
acknowledged (as applicable) by Buyer:
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, less the Earnest Money, and subject to
the prorations and adjustments provided in this
Agreement.
10.3.2 Other documents, instruments, certifications and
confirmations as may be reasonably required by
the City or Title Insurer to fully effect and
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consummate the transaction contemplated by this
Agreement, including, without limitation, such
authority documents as the Title Insurer may
reasonably require as to the authority of the
person or persons executing documents on behalf
of the City.
10.4 Joint Deliveries. At Closing, The City and Buyer shall jointly
deliver to each other the following:
10.4.1 Closing Statement. An executed closing statement
in the form required by the Title Insurer and
otherwise approved by the City and Buyer.
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 Effective
Date and as of Closing Date:
11.1 Ownership. The City is the sole owner of and has good and
marketable 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.
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11.3 Leases. No other persons are in possession of the Real
Property under any oral or written lease.
11.4 Contracts. The City has not entered into any contracts or
agreements relating to the ownership, maintenance,
construction, repair and/or operation of the Real Property
which will be binding on Buyer or the Real Property after
Closing
11.5 Encroachments. No improvements upon the Real Property
encroach upon adjoining real estate, nor do any
improvements upon adjoining real estate encroach upon the
Real Property.
11.6 No Violations. The City has received no written notice from
any governmental authority with jurisdiction over the Real
Property that the Real Property is in violation of any federal,
state or local law, which violation remains uncured.
11.7 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.
11.8 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.
The representations and warranties of the City set forth in Section
11 shall survive Closing for a period of three (3) months following the
Closing Date.
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12. Covenants of the City. From and after the Effective Date until the Closing
Date or sooner termination of this Agreement, the City shall continue to
operate and manage the Real Property in substantially the same manner
as prior to the Effective Date. The City shall not, after the Effective Date,
voluntarily subject the Real Property to any liens, encumbrances,
covenants, conditions, restrictions, easements or other title matters or seek
any zoning changes without Buyer’s prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed.
13. Default By Buyer. If Buyer defaults in its obligations to close on the
purchase of the Real Property on the Closing Date in accordance with the
terms of this Agreement, then Buyer shall forfeit the Earnest Money, and
the Title Insurer shall deliver the Earnest Money to the City, and neither
party shall be obligated to proceed with the purchase and sale of the Real
Property. The parties acknowledge and agree that (a) the Earnest Money
is liquidated damages, (b) recourse to the Earnest Money is the City’s sole
and exclusive remedy for Buyer’s failure to perform its obligation with
respect to the Closing hereunder, (c) the City’s damages would be difficult
to determine, and the Earnest Money is a reasonable estimate of the City’s
damages resulting from a default by Buyer in its obligations hereunder,
(d) this Section 13.1 is intended to and does liquidate the amount of
damages due the City, and shall be the City’s exclusive remedy against
Buyer, both at law and in equity, arising from or related to a breach by
Buyer of its obligations with respect to Closing contemplated by this
Agreement, and (e) each party was, or had the opportunity to be,
represented by counsel who explained, at the time this Agreement was
made, the consequences of this liquidated damages provision.
14. Default by the City. If the City defaults in its covenants or obligations
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under this Agreement, including to sell the Real Property at Closing as
required by this Agreement, then Buyer, at Buyer’s election and as Buyer’s
sole and exclusive remedy, may terminate this Agreement and upon such
termination, the Earnest Money shall be returned to Buyer.
15. Eminent Domain. In the event the Real Property is acquired or threatened
to be acquired by any governmental agency by the powers of eminent
domain or transfer in lieu thereof (or in the event there is any notice of any
such acquisition or intent to acquire by any such governmental agency) (a
“Condemnation”), the City shall provide Buyer written notice of such
acquisition or threatened acquisition (a “Condemnation Notice”). If the
Condemnation would materially and adversely affect Buyer’s proposed
development, use and operation of the Real Property (as reasonably
determined by Buyer) (a “Major Taking”), Buyer may terminate this
Agreement by delivering written notice to the City within ten (10) days
after Buyer’s receipt of the Condemnation Notice, in which event the
Earnest Money shall be promptly returned to Buyer and the parties shall
be relieved from further obligations to one another under this Agreement,
except for those, if any, which are herein specifically stated to survive
Closing. If a Condemnation is not a Major Taking, or if Buyer fails to
terminate this Agreement within the foregoing 10-day period, Buyer shall
be deemed to have elected to purchase the Real Property, in which event,
this transaction shall be closed in accordance with the terms of this
Agreement for the full Purchase Price and Buyer shall receive the full
benefit of any condemnation award.
16. 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.
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17. 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.
18. Assigns. Buyer may assign its interests in this Agreement with the
permission of the City; provided, however, the City’s permission shall not
be required in connection with an assignment to a single purpose entity
wholly owned by Buyer and formed for the purpose of taking title to the
Real Property. The City’s permission shall not be unreasonably withheld.
In the event of an assignment, the Buyer shall provide the City with
documentation of the assignment to the City’s satisfaction.
19. 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.
20. 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.
20.1 Regarding documents and records originating in whole or in
part from third-parties, the City will only guaranty or
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warranty that true and correct copies are provided.
20.2 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.
20.3 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
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.
20.4 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.
21. 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
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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 or engaged by, or affiliated
with, the Buyer. The City shall fully indemnify Buyer for any claims made
against Buyer by any real estate professional contracted or engaged by, or
affiliated with, the City.
22. 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
effect.
23. Binding Effect. The provisions of this Agreement shall bind the parties
and each party’s heirs, successors, and assigns.
24. 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.
25. 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
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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.
26. 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.
27. Notices. Any notices or demands to be given by or on behalf of either
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 national overnight courier to
the parties at the addresses listed below. Changes of contact information
shall be promptly disclosed by written notice given in accordance with
this Section 27. 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) on
the next business day following deposit with a national overnight courier.
The City: City of Oshkosh
Attn: Sara Rutkowski
215 Church Avenue
Oshkosh, WI 54901
Phone: 920.236.5055
Email: srutkowski@oshkoshwi.gov
Buyer: Kingsbury Real Estate Holdings, LLC
455 W. Waukau
Oshkosh, WI 54902
Phone: 215-837-9283
Email: mjb@kingsbury.com
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28. Calculation of Time Periods. For purposes of this Agreement, “business
day” shall mean any day of the week other than (i) Saturday and Sunday,
or (ii) a day on which banking institutions in Winnebago County,
Wisconsin are obligated or authorized by law or executive action to be
closed for the transaction of normal banking business.
29. Exhibits. All exhibits attached hereto shall be deemed to be an integral
part of this Agreement.
30. Time of Essence. The City and Buyer agree that time is of the essence of this
Agreement.
31. City’s Approvals. Promptly following the parties’ execution and delivery of this
Agreement, the City shall seek to obtain all necessary resolutions and approvals
necessary for the City to consummate the transactions described herein,
including, without limitation, the approval of this Agreement by the City’s
Common Council (collectively, the “City’s Approvals”). The City shall promptly
notify Buyer upon its receipt of the City’s Approvals. If the City’s Approvals
have not been obtained on or before October 31, 2025, then Buyer shall have the
right to terminate this Agreement upon written notice delivered to the City prior
to the time the City has notified Buyer that it has received the City’s Approvals,
and upon such termination, the Earnest Money shall be returned to Buyer.
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LEGAL\79923995\4
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: _______________________________
Cheryl Pionke, Interim 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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LEGAL\79923995\4
BUYER:
Kingsbury Real Estate Holdings, LLC
By: ___________________________
Michael J. Brawley, President & CEO
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LEGAL\79923995\4
EXHIBIT A
TO AGREEMENT FOR SALE AND PURCHASE OF VACANT REAL PROPERTY
BETWEEN CITY OF OSHKOSH AND
CERTIFIED SURVEY MAP & LEGAL DESCRIPTION
(on pages following)
See attached.
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