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April 23, 1987 #27 RESOLUTION
(CAP,RIED LOST LAID OVER WITI3DRAWN )
PURPOSE: ACCEPT GIFT OF LAND
INITIATED BY: CITY ADMINISTRATION
PLAN COMMISSION RECOM�IENDATION: Approved 7-0 with condition
[PHEREAS, the City Administration desires to accept a gift of land
generally located at the southwest intersection of Oshkosh Avenue and
the Fox River from A.R.E. Investment Partnership; and
iaHER�AS, as a condition of accepting the donation, the City is
to agree to an indemnification and hold harmless clause which would
include City clean-up of any waste materials needed to be removed from
the site, and
WHEREAS, the Plan Commission has unanimously approved the acceptance
of this gift with the condition that any park developed on the site be
named "Abe Rochlin Park" .
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that the proper City officials are hereby authorized and directed
to execute any and all documents necessary to accept the generous gift
of land from A.R.E. Investment Partnership.
BE IT FOFTHER RESOLVED that the City Attorney is authorized and
directed to issue an unqualified opinion that the City of Oshkosh shall
indemnify the prior owners of the property under the terms set forth
in the "Stock Transfer Agreement and Indemnity" attached hereto.
BE IT FURTHER RESOLVED that any park developed on the site shall
be named "Abe Rochlin Park" .
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.,�;�' RES. #27
STOCR TRANSFER AGREEMENT AND INDEMNITY
For value received, the undersigned hereby transfers
to the City of Oshkosh, Wisconsin ( "City" ) all the outstanding
stock of 1145 Oshkosh Corp. and the City hereby accepts
the stock on the following terms and conditions.
1. As a condition of accepting the stock of 1145
Oshkosh Corp. , the City agrees to indemnify and hold harmless
the present and past officers, directors, employees, agents
and stockholders of 1145 Oshkosh Corp. , Pluswood Inc. and
Pluswood Industries, Inc. , and the past and present partners,
employees and agents of ARE Investment Partnership and Pluswood
Industries, a partnership, and their respective heirs, successors
and assigns, (hereinafter referred to collectively as the
"Indemnitees" ) from and against all costs, damages, fees,
expenses and liabilities (including reasonable attorneys
fees ) associated with or relating to any and all activities
of Indemnitees, or any of their predecessors in title, whether
negligent or intentional, on, beneath or adjacent to the
property owned by 1145 Oshkosh Corp. (the "Property" ) , including
but not limited to the disposal of waste materials on the
Property. The City is aware the Property was used for industrial
purposes for many years and, as such, there may exist waste
materials from these industrial operations on the Property
which may need to be removed from the Property in the future.
Pursuant to the foregoing indemnification, the City expressly
assumes the risk that a clean-up of such waste materials
may be necessary and accepts the costs associated with any
such remedial action.
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. 2 . The City represents and warzants that it has
full authority to grant the above indemnification. In connection
therewith the City shall provide ARE Investment Partnership
within thirty ( 30 ) days after the transfer of the stock
of 1145 Oshkosh Corp. an unqualified opinion of the City
Attorney that: (1 ) the City has the requisite authority
under law to indemnify the Prior Owners as set forth above;
and ( 2 ) the terms of the indemnifications as set forth above
are valid, binding and fully enforceable against the City.
In the event the City Attorney does not provide the afore-
mentioned opinion within thirty ( 30 ) days after the transfer
of the stock of 1145 Oshkosh Corp. said transfer shall be
voidable by ARE Investment Partners and of no effect.
3 . The City undertakes to name any park developed
on the Property "Abe Rochlin Park. "
Signed this �Tday of March, 1987 .
ARE Investment Partnership
BY: � ��a.lti�.
City of Oshkosh
By:
Attest
By:
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