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HomeMy WebLinkAboutKruse/revitalize property/2326 Oregon AGREEMENT AND CONTRACT FOR SALE This AGREEMENT made this day of July, 1987 , by and between the CITY OF OSHKOSH, a Wisconsin Corporation, hereinafter called "CITY" , and Robert W. Kruse and Carol S. Kruse, husband and wife as survivorship marital property, hereinafter called "DEVELOPER" ; WITNESSETH: WHEREAS, the City wishes to revitalize the property known as 2326 Oregon Street; and WHEREAS, the Developer has proposed to City the conversion of the now existing structure into offices and related uses; and WHEREAS, the City shall sell to Developer, the property as further described herein to be developed by Developer as herein contained; NOW, THEREFORE, for and in consideration of the mutual promises herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. SITE A. Acquisition The City shall acquire title to 2326 Oregon Street,, hereinafter called "SITE" , more particularly described in attached Exhibit "A" . B. Sale of Site Upon the completion of the responsibilities contained in paragraph I.A. , the City shall sell and the Developer shall purchase site for the amount of THIRTY-FIVE THOUSAND DOLLARS ($35, 000. 00) in U.S. Currency or its equivalent. Date of said closing shall be determined by City, provided Developer has fifteen (15) days written notice. Provided, however, that closing shall not be later than July 31, 1987 . C. Conveyance Conveyance of Site shall be by Warranty Deed in the form of Exhibit "B" attached hereto and incorporated herein. City shall furnish and deliver to the Developer for examination at least fifteen (15) days prior to the date set by the City for closing, an Owner' s policy of title insurance in the amount of $53 , 000. 00, naming the Developer as the insured, as its interest may appear, written PAGE TWO by a responsible title insurance company licensed in the State of Wisconsin, which policy shall guarantee the City' s title to be in the condition called for by this Agreement, except for mortgages, judgments or other liens, if any, which will be satisfied out of the proceeds of the sale. A commitment by such a title insurance- company, agreeing to issue such a title policy upon the recording of the proper documents as agreed herein, shall be deemed sufficient performance. The City shall bear the cost of such title insurance and title commitment. II. THE PROJECT A. Developer shall design and reconstruct or convert, as the case may be, the Site to an office building and related uses, in accordance with the approved plans attached in Exhibit "C" . B. Developer shall commence reconstruction or conversion of the Site on or before August 15, 1987 . C. Developer shall diligently prosecute such reconstruction or conversion and shall use its best efforts to complete said Project on or before December 15, 1987, with landscaping to be completed on or before June 1, 1988 . D. Developer covenants and agrees that the Project will cost not less than FIFTY-THREE THOUSAND DOLLARS ($53 ,000. 00) , including the $35, 000. 00 purchase price. III. CLOSING A. Closing shall occur on or before July 31, 1987 . B. At the closing, all of the following shall be accomplished: 1. City and Developer shall have executed this Agreement. 2 . City shall deed Site to Developer. 3 . The site plan and exterior building design for the Project shall have been fully approved by all parties, which approval shall not be unreasonably withheld. PAGE THREE IV. PROJECT PLAN AMENDMENTS Developer shall submit to the City for review and approval, any deviations from the site plan and exterior building design as approved under Section III.B. 3 . above. V. EVENTS OF AND REMEDIES UPON DEFAULT A. Commencement and Prosecution of Construction If Developer fails to commence construction of the Project on or before August 15, 1987, or if, after commencing construction Developer shall fail to prosecute such construction in a reasonable manner or complete exterior structural work on or before December 15, 1987, with site finishing, landscaping and common areas to be completed on or before June 1, 1988, the City may, at its sole discretion, either terminate this Agreement or take control of such construction and to continue it to completion. Upon the City's determination to terminate this Agreement and to retake the Site, the City will pay to the Developer THIRTY-FIVE THOUSAND DOLLARS ($35, 000. 00) , plus the reasonable value of improvements placed on said Site by the Developer. B. In the event the City is unable to perform its obligations, the City shall refund to the Developer Thirty-Five Thousand Dollars ($35, 000. 00) plus the reasonable value of improvements placed on said site by the Developer. C. Waiver No waiver of any default in the performance of any terms, provisions or covenants contained in this Agreement, shall be deemed to be a waiver of any subsequent default in the performance of the same terms, provisions or covenants or any other terms, provisions, or covenants in this Agreement. VI. MISCELLANEOUS A. Guarantees 1. Developer does hereby unconditionally guarantee to the City the completion of the Project in accordance with the provisions of this Agreement. PAGE FOUR 2 . Developer does hereby unconditionally guarantee that sale of cars on the property will only be incidental to the Developer' s automobile rental business, with incidental meaning no more than six (6) vehicles per year. 3 . Developer does hereby unconditionally guarantee to ensure the abandonment of underground tanks on the Site shall be accomplished in compliance with applicable State and local regulations, and does hereby relieve the City of any future liability related to the underground tanks. 4. City does hereby unconditionally guarantee that the Developer will not be assessed for traffic improvements to improve the turning radius of the northeast corner of the intersection of West 24th Avenue and Oregon Street, and that the property is zoned to allow the operation of an insurance office and that the special use permit required for a rent-a-car operation with maintenance of rental vehicles has been granted by the Oshkosh Common Council. 5. Developer does hereby unconditionally agree and hereby holds the City harmless and does hereby indemnify the City against any claims or demands of any person or legal entity arising by reason of the Developer' s purchase or operation of business on the Site. B. Parties Bound This Agreement shall be binding, according to its terms upon and inure to the benefit of the parties hereto, their successors, successors in interest and assigns. C. Notices All notices required or desired to be given hereunder shall be sent by Certified or Registered Mail, Return Receipt Requested, and if to the City to: City Manager City of Oshkosh 215 Church Avenue, P.O. Box 1130 Oshkosh, WI 54901 PAGE FIVE and if to the Developer to: Robert W. Kruse and Carol S. Kruse P.O. Box 2383 Oshkosh, WI 54903 Each of the parties shall have the right to change the address to which notices are sent by written notice to the other. E. Law This Agreement shall be governed by and construed in accordance with the Laws of the State of Wisconsin. F. After Closing Each agreement, obligation, representation and. understanding of the parties hereto contained in. this Agreement shall survive the closing. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year above written. CITY OF OSHKO H IV Gam/ BY: T'W. FUSE WIL IAM D. FRUEH City Manager ZilW-'1.1 1 ,,ze -_, _ _ v _, 6 / By: ,kft-r-ivm) . /4,70,-.4,2i CAROL S. KRUS DONNA C. SERWAS City Clerk Approved as to form: W1AAQ"-----Pljth WARREN P. KRA Assistant City Attorney