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Home My WebLink About33227 / 85-16March 7, 1985 #16 RESOLUTION (CARRIED LOST _ LAID OVER WITHDRAWN ) PURPOSE: SALE OF PROPERTY - 303 PEARL AVENUE INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh has advertised for developers to develop the property known as 303 Pearl Avenue, and WHEREAS, after negotiations, an agreement has been arrived at between the City and Landmark Development Company, NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby author- ized and directed to enter into an agreement substantially in the form of the agreement attached hereto and to sell the property to Landmark Development Company for a purchase price of 5110,000.00. - 19 - SUBMITTED BY AP_°ROVP:D e Resolution # 16 � � :: �i[�F[�•�17f� THIS AGREEr]ENT made this ___ day of March, 1985, by and between the CITY OF OSHKOSH, a Wisconsin Municipal Corporation (hereinafter called "City") and LANDidAR�Z DEVELOPMENT COMPAC7Y, A partnership (hereinafter called "Developer"); WITNESSETH; WHEREAS, City wishes to revitalize the property known as 303 Pearl Avenue; and R7HEREAS, Developer has proposed te City the co^versicr. of the now existing structures into offices and related uses; and WHEREAS, City shall sell co Developer the property as further described herein to be developed by Developer as herein contained; P70P7, THEREr^ORE, 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. Acauisition City Shall acquire title to the property (hereinafter called "Site") more particularly describea on attached Exhipit "A". B. �_�1€� f S i t e Upon the completion of the responsibilities contained in paragraph I.A., City shall sell and Developer shall purchase site for the amount of 5110,000.00. Developer sliall pay, at closing, said 5110,000.00 in U.S. Currency or its equivalenc. Date of saiu clositig shall be determined by City, provided Developer has fifteen (15) days written notice. Provided, however, that closiny shall not be 3ater than tiay 31, 1985. 1 - 19a - Resolution # 16 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 Developer for examination at least fifteen (15) days prior to the date set by City for closing, an Owner's policy of title insurance in the amount of One Hundred Ten Thousand Dollars (5110,000.00), naming the Developer as the insured, as its interest may appear, written by a responsible title ins�,:rance company licensed in the State of Wisconsin, which policy shall guarantee the City's title to be in the conaition called for by this agreemenc, except for mortgages, judgments or other liens, if any, which will be satisfied out of the proceeds of this sale. A commitment by such a title insurance company, agreeing to issue such a title policy upon the recordino of the oroper aocuments as agreed herein, shall be deemed sufficient performance. City shall bear the cost of such title insurance and title commitment. II. Tax Eg�ivalency Use Developer shall pay City in the calendar year commencing 1988 and for each calen�ar year thereafter, for nineteen (19) years, an amount enual to the real property taYes which would be assessed for the prior year on a full value assessment of 5400,000.00. City shall uive credit to Developer, or its successors in ownership, for such payment against the real property taxes paid by Developer, or its successors, in any such year. Payment hereunder shall be made by Developer, or its successors, on or before the due date(s) for the payment of real property taxes for any given year. 2 - 19b - J Resolution # 16 III. The Project A. Developer shall design and reconstruct or convett, as the case may be, the structure known as 303 Pearl Avenue to an office building and related uses. B. Developer shall commence reconstruction or conversion of 303 Pearl Avenue on or before January 1, 1986. C. Developer shall diligently prosecute such reconstruction or conversion and shall use its best efforts to complete said Project on or before January 1, 1987. D. Developer covenants and agrees that the Project will cost not less than Four Hundred Thousand Dollars (5400,000.00). IV. Closina A. Closing shall occur on or before May 31, 1985. B. At the closing, all of the following shall be accomp- lished: 1. City and Developer shall have executed this Agreement. 2. City shall deed Site to Developer. 3. The Site plan and exterior building desion for the Project shall have been fully approved by all parties, which approval shall not be unrea- sonably withheld. • _�• :- -. .. r- A. Commencement and Prosecution 4f Construction• If D2veloper fails to commence construction of the Project on or before January 1, 1986, or if, after commencina construction Developer shall fail to prosecute such construction in a reasonable manner or complete e:{terior structural work, site 3 - 19c - r.J � Resolution # 16 finishing and common areas cn or before January 1, 1987, 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 the agreement and to retake the property, the City will pay to the Developer One Hundred Ten Thousand Dollars (5110,000.00) plus the reasonable value of improvements placed on said property by the Developer. B. �7�ver 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 contained in this Agreement. C. Transfers Except as specifically permitted herein or with the prior written consent of City had and obtained in each case, which consent shall not be unreasonably withheld or delayed, Developer shall not suffer to be made any sale, lease, zssignment, conveyance or other transfer of its interests in this A�sreement or in the Project of any part thereof prior to comnletion, except as herein provided. For the purposes of this Section, transfers of control of the Developer by transfer of stock or by granting of a controlling interest in a partnership, as the case may be, shall be deemed a transfer as provided above. Except as specifically permitted herein or �vith the prior written consent of the City had and obtained in 4 - 19d - 0 Resolution # 16 each case, which consent shall not be unreasonably withheld or delayed, Developer shall not sell, assign, convey or otherwise transfer its interest in this Agreement or Project or any part thereof prior to completion. The foregoing shall not prevent Developer from entering into contracts with and conveying to Buyer portions of- the buildina as condorninium office units to be delivered to Buyer. Such transfer shall not relieve Developer from iis obliqation to complete the entire buildng in accordance with the terms of this Agreement. For purposes of this Section, transfers of control of the Developer by transfer of stock or by granting of a controlling interest in the partnership, as the case may be, shall be deemed a prohibited transfer providea above. IV. Miscellaneous A. Guarantee Developer does hereby unconditionally guarantee to City the completion of the Project in accordance with the provisions of this Agceement. - •. i. This Agreement shall be binding, according to its terms upon and inure to the beneiit 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 City to: 5 - 19e - , ., Resolution # 16 City Manager City of Oshkosh 215 Church Avenue Oshkosh, Wisconsin 54901 and if to Developer to: Landmark Development Co. 302D Ohio St. Oshkosh, WI 54901 Each of the parties shall have the right to change the address to which notices are sent by written notice to the other. E . I�aw This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. G. After C�osiilg 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 OSHROSH BY = --- William D. Frueh, City htanaaer And: __ Donna C. Serwas, City Clerk LANDMARR DEVELOPMENT CO. By � — ----- Partner BY' ------- ----- — — Partner By'-- Partner By:- - — Partner 6 - 19f - n ° � n� r x r• a a o a m (r �:. n rs rr p �n 4C .-:.:,,' � n w p. • �' w o C] ." N � t7 � � - � a •• �• � . .. m � n ro � x r � O - �o � CL U� w �C O r� u, m ro rr L.-. . U1 ff H' O �� N � �, W �� v o 4n W ! �d �� ro ;,� m d' � i :� � � � c m