HomeMy WebLinkAboutOshkosh Truck-Lease 2005
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Lease Agreement
This LEASE (the "Agreement"), made and entered into this 23rd day of February
2005, is by and between the CITY OF OSHKOSH, a Wisconsin municipality with its
principal offices located at 215 Church Ave., P.O. Box 1130, Oshkosh, WI 54903-1130,
("Lessor" or "City") and Oshkosh Truck Corporation, a Wisconsin corporation, with its
principal offices located at 2307 Oregon Street, Oshkosh, WI 54902 ("Lessee" or "Oshkosh
Truck"):
WITNESSETH:
WHEREAS, Lessor is the owner of certain real property, described below and
shown on the attached map, located in the City of Oshkosh, Winnebago County,
Wisconsin, consisting of approximately 12.075 acres ("Property"); and
WHEREAS, Lessee is the owner of certain real estate adjacent to the Property,
which is used for their industrial operations; and
WHEREAS, in exchange for payment by Lessee to Lessor and on the terms and
conditions as described herein, Lessor agrees to lease to Lessee, and Lessee agrees to
lease the Property for use as an improved vehicle and .Iarge component storage area for
support of its military vehicle remanufacturing activities; and
WHEREAS, by Resolution 05-046, adopted February 22, 2005, the Common
Council for the City of Oshkosh authorized this agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
Description of the Property. Lessor hereby agrees to lease to Lessee the Property,
as shown on the maps attached hereto as exhibit "A" and described as follows:
Outlot 1 of CSM #5185, Winnebago County Records (City Parcel #14-1367-
0400)
Outlot 2 of CSM #5185, Winnebago County Records (City Parcel #14-1367-
0500)
Outlot 2 of CSM #5186, Winnebago County Records (City Parcel #14-1367-
0600)
All parcels being located in the E % of the NE % of Section 2, T17N, R16E in
the 14th Ward, City of Oshkosh, Winnebago County, Wisconsin. Said
parcels containing approximately 12.075 acres.
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2.
Lease Payment. Lessee shall pay as rent for the term of this lease, the sum of
ONE and no/100 DOLLAR ($1.00). All payments shall be made to COLLECTIONS,
City of Oshkosh, P.O. Box 1130, Oshkosh, WI 54903-1130.
3.
Lease Term and Renewal. This is an approximately five-year lease, beginning on
February 23, 2005 and ending on December 31, 2010. The tenancy shall
automatically renew for one-year terms on the same terms and conditions contained
herein, unless terminated by the Lessor or Lessee with written notice to the other by
October 1 for the following lease year.
4.
Lessee's Development Activities. Lessee shall use and occupy the subject premises
for storage of motor vehicles and/or large motor vehicle components in connection
with Lessee's military vehicle remanufacturing activities and for no other purpose
excep~ with the prior written consent of Lessor. Lessee shall not use the premises
for any unlawful or extrahazardous purpose nor shall Lessee permit others to use
the premises for such purposes. At all times, Lessee shall observe and comply with
all rules, regulations, laws, and ordinances in effect orwhich may be enacted during
the term of this lease.
5.
Maintenance of Property. The parties have examined and know the condition of the
premises and Lessee has accepted the premises in good order and repair, and no
representations as to condition or repair thereof have been made by Lessor or
agent prior to, or at the execution of, this Agreement. Lessee shall keep the
premises in reasonably good repair. Lessee shall be responsible for payment of
utilities, for reasonable repair and maintenance to any paved surfaces, for snow
removal and yard care services. Lessor assumes no responsibility whatsoever in
this regard.
6.
City Access. Lessee shall provide the City with access to the Leased Property at
reasonable times for public purposes which include, but are not limited to,
monitoring/remediation of Landfill Conditions, and access to Gallops Creek (a/kla
Merritts Creek) on the Leased Property as well as other property that Oshkosh
Truck owns adjacent to Gallops Creek (a/kla Merritts Creek) for purposes of
vegetation control in said Creek, which access shall not unreasonably interfere with
Oshkosh Truck's operations on said properties. The City shall, in exercise of such
access rights, observe such security provisions as Oshkosh Truck shall reasonably
impose on it consistent with the use of the Leased Property under U.S. Department
of Defense or other applicable government contracts and, with respect to other
Oshkosh Truck property adjacent to Gallops Creek (a/kla Merritts Creek),
Oshkosh's reasonable internal security requirements.
7.
Future Alteration to Property to be approved. Except for the initial construction of
the storage area, Lessee shall not make any contract for construction, repair, or
improvement on, in, of, or to the premises or any part thereof, or for any work to be
done or materials to be furnished on or to the premises or any part thereof, without
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9.
10.
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having first obtained prior written permission of Lessor. Provided such additional
improvements are consistent with the purposes of this agreement, Lessor will not
unreasonably withhold such written permission. Lessee shall provide in any such
contract that no lien of mechanics or materialmen shall be created or shall arise
against the premises.
Restoration of Leased Property. Prior to the conclusion of this ground lease,
Oshkosh Truck shall remove all impàcts caused by and improvements added to the
Leased Property by Oshkosh Truck during its occupancy and, at the conclusion of
the Lease Agreement, return the Leased Property in substantially the same
condition as that which existed at the time of the inception of the Lease Agreement
except for those conditions arising during the Lease Agreement which are Landfill
Conditions. Lessee shall remove prior to lease termination all personal property
from the leased premises. Any property remaining on the premises after the
expiration of the lease shall be deemed abandoned and shall become the property
of the Lessor. Upon termination of this lease, Lessor shall grade and re-seed the
property. Lessee shall be solely responsible for the removal or other suitable
remediation of any and all toxic or hazardous materials on the premises to the
extent such materials arose from its use of the property and shall remove or
otherwise suitably remediate all such substances upon expiration of this lease.
Special Assessments and Taxes. The Property is currently exempt from real estate
taxes. Lessee shall be responsible for any taxes or assessments levied upon the
Property during the term of this lease.
Return of Premises to Lessor. At the expiration of this lease or in the event Lessee
shall by any court be adjudged bankrupt or insolvent or shall make an assignment
for benefit of creditors, Lessee shall give peaceable possession of the premises to
Lessor.
Liability Insurance. Lessee shall maintain what it reasonably determines is an
appropriate commercial level of liability insurance covering Lessee's acts and
omissions; fire and general casualty on Lessee's personal property, and worker's
compensation insurance. In addition, Lessee agrees to protect and hold Lessor
harmless against all actions, claims and demands of any kind or character
whatsoever to the extent arising from Lessee's use of the premises, and shall
indemnify the City all sums which it may be obliged or adjudged to pay therefor, for
all liability to the extent it may arise, including attorney fees, within thirty (30) days
of demand.
Indemnification. The City covenants and agrees, at its sole expense, to indemnify
and save Lessee harmless from and against any and all claims, demands, liabilities,
causes of action, suits, judgements, costs, damages, fines, penalties and expenses
(including reasonable attorneys' fees) ("Claims") which may at any time be imposed
upon, incurred by, asserted against or sustained by Lessee, that arise from or in
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13.
14.
15.
16.
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18.
connection with any present or future contamination, chemical reaction or any other
environmental condition caused from the Timmerman sanitary landfill owned and
operated by the City and located adjacent to the Leased Property which is affecting
all or any portion of the Leased Property ("Landfill Condition").
Indemnification Limitation and Oshkosh Truck Indemnification. The indemnification
obligations of the City set forth in the previous paragraph shall not be construed to
include matters to the extent they have been caused by, affected byor'exacerbated
by the occupancy of the Leased Property by Lessee ("Oshkosh Truck's
Occupancy") or the conduct or actions of Lessee or its employees, agents,
contractors, subcontractors, invitees (excluding City personnel on the Leased
Property pursuant to paragraph 6 hereof) or licensees ("Oshkosh Truck Persons")
or any other third parties not associated with the City during the Oshkosh Truck
Occupancy and Oshkosh Truck shall indemnify and hold harmless the City to the
extent Claims arise from Oshkosh Truck's Occupancy or caused by Oshkosh Truck
Persons.
Assiqnment. This Agreement shall not be modified except upon mutual written
agreement and shall not be assigned by Lessee without the written consent of
Lessor.
Entire Aqreement. This Agreement supersedes all other agreements or other
understandings between Lessee/Buyer and Lessor/Seller, whether verbal or written,
concerning the Property and contains the entire understanding between
Lessee/Buyer and Lessor/Seller with regard to the Property, and it shall inure to the
benefit of and shall bind the parties hereto, their respective heirs, executors,
successors or assigns.
Modifications. This Agreement may be amended or modified only by written
instrument duly executed by, and delivered to both of the parties hereto.
Notices. Any notice required hereunder shall be given in writing, signed by the party
giving notice, personally delivered or mailed by certified or registered mail, return
receipt requested or by facsimile transmission to the parties' representative as set
forth above. Notice shall be deemed delivered: (a) in the case of personal delivery,
on the date when personally delivered; or (b) in the case of certified or registered
mail, on the date when deposited in the United States mail with sufficient postage to
effect such delivery; or (c) in the case of facsimile, on the date when received.
Facsimile signatures shall be deemed to be originals in all respects. Either party
may change the add ress to which notice must be given by delivery of written notice
to the other party.
Severability of Provisions. In case anyone or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other
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provision hereof, and this Agreement shall be construed as if the invalid, illegal or
unenforceable provision had never been contained herein.
19.
Headinqs. Descriptive he,adings are for convenience only and shall not control or
affect the meaning or construction of any provision of this Agreement.
20.
Compliance with Laws. All activities under this Agreement shall conform to all
applicable state, local and federal laws, rules and regulations. Lessee shall secure
all necessary plan approvals and permits prior to beginning conversion activities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
LESSEE:
OSHKOSH TRUCK CORPORATION
LESSOR: CITY OF OSHKOSH
t C
Pamela R. Ubrig, City lèrk
/J
This Agreement was drafted by:
Attorney Warren P. Kraft
Oshkosh, Wisconsin 54903-1130
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