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HomeMy WebLinkAbout27. 18-24 JANUARY 9, 2018 18-24 RESOLUTION (CARRIED 5-1P LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE AGREEMENT FOR PURCHASE AND SALE OF PROPERTY WITH OSHKOSH CORPORATION FOR PORTION OF LAKESHORE MUNICIPAL GOLF COURSE INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh and GO-EDC submitted a proposal for development of a portion of Lakeshore Municipal Golf Course to Oshkosh Corporation for the development of a new Global Headquarters which was accepted by the Board for Oshkosh Corporation on November 22, 2017. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are authorized and directed pursuant to enter into a Purchase and Sale Agreement with Oshkosh Corporation for sale of a portion of Lakeshore Municipal Golf Course in substantially the same form as attached, any changes in the execution copy being deemed approved by their signatures. BE IT FURTHER RESOLVED that said City officials are authorized and directed to take those steps necessary to implement the terms and conditions of the agreement. City Oshkosh TO: Mayor and Members of the Common Council FROM: Lynn A. Lorenson, City Attorney Allen Davis, Director of Community Development DATE: January 4, 2018 RE: Approve Agreement for Purchase and Sale of Property with Oshkosh Corporation for Portion of Lakeshore Municipal Golf Course BACKGROUND By Resolution 17-534 adopted on November 8, 2017 the Council approved proposed terms and conditions for the sale of a portion of Lakeshore Municipal Golf Course to Oshkosh Corporation for the construction of a new global headquarters. A proposal was submitted with the assistance of GO -EDC and Oshkosh Corporation accepted the City's proposal on November 22, 2017. City staff have worked with representatives of Oshkosh Corporation to develop a purchase and sale agreement incorporating the basic sales terms from the proposal together with other typical purchase and sales provisions. Oshkosh Corporation has approved the proposed agreement and the resolution would authorize the appropriate City staff to execute the proposed agreement. In addition to the purchase agreement, staff is working on a draft development agreement which will address the remaining items from the proposal as well as additional issues necessary for the development to proceed. ANALYSIS The proposed agreement memorializes the basic terms for the sale of a portion of Lakeshore Municipal Golf Course to Oshkosh Corporation for construction of their new global headquarters facility including identification of the parcel to be sold, the sale price and the conditions precedent to completion of the transaction. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us By final survey the area to be purchased is 32.81 acres of land, a copy of the final survey is attached to the sale agreement as an exhibit. As provided in the proposal, the cost per acre is $100,000 per acre making the total sales price $3,281,000.00. City staff requested earnest money and Oshkosh Corporation has proposed a 5% earnest money payment of $175,000.00 which will be applied to the final sale price. The agreement provides that the City will obtain an ALTA Survey and convey marketable title to the property. The City is required to remediate an archeological site that has been identified on a portion of the property to be sold. The City will document and remediate this site and will maintain ownership of any artifacts found. The Oshkosh Public Museum will be the recipient of the artifacts. The City is also required to demolish the Clubhouse prior to closing. To mitigate any risk of demolition should Oshkosh Corporation determine not to proceed with closing, demolition will not occur until after the completion of Oshkosh Corporation's period of due diligence and completion of the period Oshkosh Corporation may raise objections to title or other issues identified with the property. It is anticipated that demolition can be completed within the ten (10) day period identified in the agreement. The sale is contingent upon zoning, land use and site plan approvals for the property appropriate for the development and acceptable to Oshkosh Corporation as the purchaser, the creation of a tax incremental financing district and reaching mutual agreement upon an appropriate development agreement. A copy of the agreement is attached which addresses other terms and conditions of the sale. If anyone has any questions or concerns related to any of the terms, please contact City Attorney Lorenson. FISCAL IMPACT The total sales price for the portion of Lakeshore Municipal Golf Course to be sold to Oshkosh Corporation pursuant to the terms of the original proposal and the purchase and sale agreement is $3,281,000.00. These proceeds will be applied first to reimburse the General Fund for a loan to the Golf Course Fund to finance previous golf course projects. $350,000 of the remaining proceeds will be applied to fund projects associated with the Oshkosh Corporation City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us Development. The remaining proceeds will be held until Council approves an appropriate budget amendment. The development of the property will have fiscal impacts beyond the purchase price. Those impacts are included in previous information that has been provided to the Council with Resolution 17-535 approving a funding plan for the Oshkosh Development Proposal; as well as in the TIF plan for this development which Council has been provided and which will come forward to the Council for consideration at the January 23, 2018 meeting. The 2018 CIP also included projects in the amount of $7,225,700.00, these projects are referenced in Resolution 17- 588 previously adopted by the Council. RECOMMENDATION Staff recommends approval of the purchase and sale agreement. Respectfully Submitted, Approved: tynr� A. Lorenson Mark A. Rohloff City Attorney City Manager Allen Davis Director of Community Development City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us AGREEMENT FOR PURCHASE AND SALE OF PROPERTY THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (the "Agreement") is made and entered into on January 10, 2018 (the "Effective Date"), by and between City of Oshkosh, a Wisconsin municipal corporation with offices at 215 Church Avenue, Oshkosh, Wisconsin ("Seller"), and Oshkosh Corporation, a Wisconsin Corporation, with offices at 2307 Oregon Street, Oshkosh, WI 54902 ("Purchaser"). RECITALS Purchaser desires to purchase real property described in Section 1 below, and in connection therewith Seller and Purchaser desire to enter into this Agreement to set forth the terms and conditions of such purchase and sale. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Sale Agreement. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, subject to all of the terms and conditions of this Agreement, Lot 2 of Certified Survey Map No. ("CSM"), being a portion of Lakeshore Golf Course located at 2175 Punhoqua Street, City of Oshkosh (part of tax parcel number ) and consisting of 32.81 acres, and all privileges, rights, easements and appurtenances thereunto belonging (the "Real Property"). A copy of the certified survey map is attached to and incorporated in this Agreement as Exhibit A. At Closing, Seller shall convey merchantable title to the Real Property to Purchaser by general warranty deed free and clear of all liens and encumbrances, except only for those title exceptions reasonably acceptable to Purchaser pursuant to Section 3.1, below (the "Permitted Exceptions"). 2. Purchase Price / Earnest Money. The purchase price of the Real Property ('Purchase Price") shall be $100,000 per acre; the total purchase price shall be three million two hundred eighty one thousand dollars ($3,281,000.00). Earnest money of $175,000.00 (the "Earnest Money") will be paid to the Title Insurer within 10 business days of acceptance of this Agreement by the City of Oshkosh Common Council. Earnest Money shall be held by the Title Insurer pursuant to its standard form of joint order escrow agreement until applied against the Purchase Price at Closing or otherwise disbursed in accordance with this Agreement. Purchaser shall pay to Seller the remainder of the Purchase Price, subject to customary prorations and adjustments as provided in this Agreement, at the Closing, in cash by wire transfer. 3. Conditions Precedent to Purchaser's Obligations. Purchaser's obligations to consummate the transactions under this Agreement shall be subject to the following conditions precedent being satisfied to the satisfaction of the Purchaser (or waived by Purchaser in writing or as otherwise provided in this Section 3): 3.1 Title Commitment and Policy. On or before January 15, 2018, Seller, at Seller's sole cost and expense, shall provide Purchaser with a title commitment ("Title Commitment"), on a current ALTA form with a "'gap" endorsement, to issue an Owner's Title Insurance Policy ("Title Policy"), issued by Chicago Title Insurance Company ("Title Insurer"), covering the Real Property in the amount of the Purchase Price showing merchantable record title to the Real Property to be in Seller, with all General Exceptions to be deleted or endorsed over (including without limitation possession, mechanics' liens and taxes or special assessments not shown as existing by the public records exceptions), subject only to the Permitted Exceptions and other matters approved or waived in writing by the Purchaser. At Closing, Seller shall cause the Title Insurer to issue the Title Policy to Purchaser (in accordance with the Title Commitment and as provided for in this Section 3.1). (a) Certified Survey Map and ALTA Survey. Pursuant to the terms of the Development Agreement, Seller shall prepare an update to the CSM that reflects mutually agreed site access points, rights of way, easements, and stormwater detention ponds in, on or about the Real Property ("Updated CSM"). Purchaser shall have a period of forty-five (45) days after receipt of the Updated CSM to obtain an ALTA Survey of the Real Property ("Survey Period"). (b) Objections to Title of Record. Within fifteen (15) business days after the expiration of the Survey Period, Purchaser shall furnish to Seller written notification of any comments or objections to or defects in (a) title of record as set forth in the Title Commitment and (b) Purchaser's review of the ALTA Survey(s). If Purchaser fails to give this required notice, Purchaser shall be deemed to have accepted all matters then affecting title to the Real Property set forth in the Title Commitment and the ALTA Survey(s). If Purchaser does give said required notice, Purchaser shall be 2 deemed to have accepted all matters then affecting title to the real property or the ALTA survey(s) as set forth in the Title Commitment and ALTA Survey(s) that are not set forth in the required notice. Notwithstanding anything herein to the contrary, any mortgages, liens or judgments shown on the Title Commitment will be paid, satisfied or insured over by Seller on or prior to the Closing Date. After receipt of said notice, Seller shall have the right, at its election, to endeavor to cure such objections to or defects in title or survey set forth therein and shall notify Purchaser of such election within five (5) business days. If Seller does elect to endeavor to cure such objections to or defects in title or survey, it shall promptly commence and diligently pursue efforts to cure such objections within ten (10) business days following its election to cure and diligently continue pursuit to cure (the "Cure Period"). (c) Failure to Cure Objections. In the event Seller fails to cure Purchaser's objections to or defects in title of record or survey prior to the expiration of the Cure Period, including any extensions thereof granted by Purchaser (in its sole discretion), or if Seller shall determine that its efforts to cure will not be successful, Purchaser may either (i) waive such objections to or defects in title or survey and proceed with Closing or (ii) terminate this Agreement, by written notice to Seller. In the event of termination, Seller shall direct the Title Insurer to return the Earnest Money to Purchaser and the parties shall have no further rights or liabilities under this Agreement except as otherwise described in this Agreement. 3.2 Inspection. Purchaser shall have until the expiration of the Due Diligence Period (as defined below) to investigate and inspect the Real Property to determine, in Purchaser's sole discretion, whether the Real Property is suitable for Purchaser's intended use and development. With prior notice to Seller, Purchaser, and Purchaser's employees, agents, and representatives shall have the right to enter upon the Real Property at any reasonable time and make whatever tests or inspections of the Real Property that they desire to make at Purchaser's sole cost and expense pursuant to the terms and conditions of the Temporary Access Agreement between Purchaser and Seller dated September 11, 2017 (the "Access Agreement"). Notwithstanding the terms of the Access Agreement, the parties acknowledge and agree that Purchaser shall have the period commencing on the Effective Date and continuing until April 1, 2018 (the "Due Diligence Period"), in which to conduct and complete its inspection and review of the Real Property. If Purchaser determines that such Real Property (including ingress 3 and egress) is not acceptable to Purchaser in Purchaser's sole discretion, Purchaser shall have the right to terminate this Agreement by written notice to Seller prior to the expiration of the Due Diligence Period (as may be extended). In the event of such termination, Seller shall direct the Title Insurer to return the Earnest Money to Purchaser and the parties shall have no further rights or liabilities under this Agreement. 3.3 Archeological Approval and Remediation. A portion of the Real Property has been identified as an archeological site requiring remediation prior to development. Seller has begun evaluation and remediation of the site, however, remediation will require site work that is weather dependent. Prior to Closing, Seller shall complete the evaluation and remediation of the site sufficient to obtain approval from the State of Wisconsin Historical Society and approval and issuance of appropriate permits from the Wisconsin Department of Natural Resources (and any other applicable regulatory agencies or authorities) as are necessary for Purchaser's construction activities to take place on the Real Property. Such permits, when issued, shall not create or establish any new or additional restrictions upon Purchaser's future use and development of the Real Property as a result of (i) the identification of the Real Property as an archeological site and/or (ii) the completion of the remediation activities. Seller shall diligently pursue such work to completion, however, because the work is weather dependent, Purchaser acknowledges that remediation may not be complete on or before April 15, 2018, and should remediation not be complete by such date, the parties agree that the date for closing shall be adjusted as provided in section 5 below. 3.4 Operation of Property. From the Effective Date to the Closing Date, Seller shall keep and preserve the Real Property in the condition existing as of the Effective Date and not deposit or permit to be deposited thereon any garbage, fill or other refuse material without Purchaser's prior written consent. Further, Seller shall not, without first obtaining the written approval of Purchaser, enter into any lease or other agreement with respect to the Real Property which will extend in force beyond the Closing Date and purport to bind Purchaser or the Real Property or will not be fully performed or terminated by Seller prior to the Closing Date. 3.5 Rezoning Approval of TIF District and Development Agreement. Purchaser's obligation to purchase the Real Property shall also be contingent upon the completion of the following conditions prior to Closing: 4 a) Seller obtaining all the zoning, land use and site plan approvals for the Property in form and substance acceptable to Purchaser. b) The Creation of a Tax Incremental Financing District (Industrial Use) consistent with the proposed terms and conditions specified in Resolution 17-534 adopted by the Common Council on November 8, 2017. c) Purchaser and Seller reaching mutual agreement upon the terms and restrictions of, and approval by the City of Oshkosh Common Council of, a Development Agreement consistent with the proposed terms and conditions specified in Resolutions 17-534 and 17-535 adopted by the Common Council on November 8, 2017, in form and substance acceptable to Purchaser (the "Development Agreement"). Should any of the contingencies listed within this Section 3 not be satisfied, Purchaser shall be entitled to terminate this Agreement and shall be entitled to return of its Earnest Money,but shall have no other or further recourse against Seller. 4. Conditions Precedent to Seller's Obligations. Seller's obligations under this Agreement shall be subject to the following conditions precedent being satisfied to the satisfaction of the Seller (or waived by Seller in writing or as otherwise provided in this Section 4): 4.1 Conveyance by City of Oshkosh. Purchaser and Seller recognize that Seller is the City of Oshkosh and that such conveyance must be approved by the Common Council for the City of Oshkosh. 4.2 Approval of TIF District and Development Agreement. Seller's obligation to sell shall be contingent upon completion of the rezoning, TIF District creation and Development Agreement approvals outlined in Section 3.5, above. 5. Closing. The purchase of the Real Property shall be consummated as follows: 5.1 Closing_Date. The closing of the transaction contemplated in this Agreement shall be on the later to occur of: (i) ten (10) days following the expiration of the Due Diligence Period, (ii) ten (10) days following the satisfaction (or waiver) of the conditions outlined in Sections 3 and 4, above, including without limitation, completion of Seller's remediation activities and receipt of all approvals as are necessary for issuance of applicable construction 5 permits to Purchaser following completion of the archaeological work identified in paragraph 3.3 above, or (iii) April 15, 2018 (the "Closing" or "Closing Date"), or such other date as may be agreed upon by Purchaser and Seller in advance. The Closing shall be held at the offices of Seller or Title Insurer, or such other location as the parties may mutually agree. 5.2 Seller's Deliveries and Responsibilities. At Closing, Seller shall deliver to Purchaser the following: (a) Deed. An executed general warranty deed to the Real Property prepared by Seller and in a form reasonably acceptable to Purchaser. (b) Title Policv. The Title Policy provided for in Section 3.1. (c) Alta Statement. An executed owner's affidavit and Alta Statement in the form required by the Title Insurer. (d) Other Documents. Such other documents, instruments, agreements, certifications, confirmations and affidavits as may be reasonably required by Purchaser or the Title Insurer to fully effect and consummate the transactions contemplated hereby, the recording of documents, the issuance of the Title Policy, or otherwise. (e) Possession. Sole and exclusive possession of the Real Property. 5.3 Purchaser's Deliveries and Responsibilities. At Closing, Purchaser shall deliver to Seller the following: (a) Purchase Price. Purchaser shall pay to Seller in lawful money of the United States, the Purchase Price set forth in Section 2, via wire transfer. (b) Alta Statement. An Alta Statement in the form required by the Title Insurer. (c) Other Documents. Such other documents, instruments, certifications and confirmations as may reasonably be required by Seller or Title Insurer to fully effect and consummate the transactions contemplated hereby. 6 5.4 Toint Deliveries. At Closing, Seller and Purchaser shall jointly deliver to each other the following: (a) Closing Statement. An agreed upon closing statement. (b) Transfer Tax Filings. Executed documents complying with the provisions of all federal, state, county and local law applicable to the determination of transfer taxes. (c) Closing Costs. Each party shall be responsible for their own costs for preparation and review of closing documents. The Seller shall pay: (i) the Seller's settlement fee to the Title Company, (ii) any transfer fee applicable, (iii) the premium for the Title Policy and gap endorsement, and (iv) one-half of the Closing and escrow fees charged by the Title Insurer. Purchaser shall pay: (i) Purchaser's Settlement Fee, (ii) the cost of any endorsements (other than gap) to the Title Policy, (iii) one-half of the Closing and escrow fees charged by the Title Insurer, and (iv) Recording Costs for the deed. 5.5 Demolition of Clubhouse. Seller shall complete the demolition of the clubhouse structure located on the Real Property and remove all related materials and debris from the Real Property following the satisfaction (or waiver) of the conditions outlined in Sections 3 and 4, above, but in any event prior to the Closing Date. All such demolition and removal activities shall be completed at Seller's sole cost and expense and in accordance with all applicable laws and regulations. 6. Seller's Representations, Warranties and Covenants. In addition to all other representations, covenants and warranties by Seller herein, Seller hereby represents, covenants and warrants, as of the date hereof and as of the Closing, which representations and warranties shall survive for a period of one (1) year following Closing, as follows: 6.1 Ownership. Seller is the sole owner of and has good and merchantable fee simple title to the Real Property, free and clear of all liens, encumbrances, easements, covenants and other restrictions except the Permitted Exceptions. 6.2 Liens and Liabilities. Except for the Permitted Exceptions, 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. 7 6.3 Leases. No other persons are in possession of the Real Property under any oral or written lease. 6.4 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. 6.5 Special Assessments. There are no pending or planned special assessments against the Real Property and there are no proceedings for special assessments against the Real Property. 6.6 Due Incorporation and Corporate Authority. Seller is a municipal corporation under the laws of the State of Wisconsin. Seller has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement. 6.7 Violation of Laws. Seller has not received any written notice from any governmental agency of violations of any laws or ordinances, rules, regulations or orders (including, but not limited to, those relating to zoning, condemnation, building, fire, environmental, health and safety) in respect to the Real Property or the operation thereof that have not been resolved to the satisfaction of the issuer of the notice. 6.8 Proceedings. There is no action, proceeding, arbitration, litigation, governmental investigation or adjudicatory proceeding that is pending which affects the Real Property or the use thereof or Seller's ability to enter into and perform its obligations under this Agreement. There are no pending or threatened condemnation or eminent domain proceedings relating to the Real Property. 6.9 Environmental Matters. Seller has not violated, and Seller has not received any written notice that Seller has violated, any Environmental Laws in connection with the use, ownership, maintenance or operation of the Real Property. For purposes of this Agreement: (i) "Environmental Laws" shall mean any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Substance, as now or at any time hereafter in effect; and (ii) "Hazardous Substances" shall have the meaning ascribed in any Environmental Law to any hazardous, toxic or dangerous waste, substance, pollutant or material. 8 7. Default. 7.1 Default by Purchaser. If Purchaser fails to perform any of its obligations under this Agreement for any reason other than Seller's default or the permitted termination of this Agreement by either Seller or Purchaser as herein expressly provided, Seller shall so notify the Purchaser in writing and Purchaser shall have a ten (10)-day opportunity to cure such default. If Purchaser shall fail to cure such default within such ten (10)-day period, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and receive the Earnest Money as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Earnest Money is a reasonable estimate thereof. 7.2 Default by Seller. In the event that Seller fails to perform any of its obligations under this Agreement for any reason other than Purchaser's default or the permitted termination of this Agreement by Seller or Purchaser as herein expressly provided, Purchaser shall so notify the Seller in writing and Seller shall have a ten (10) day opportunity to cure such default. If Seller shall fail to cure such default within such ten (10) day period, Purchaser shall be entitled, as Purchaser's sole and exclusive rights and remedies, to either: (a) receive the return of the Earnest Money, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) only if all conditions set forth in Sections 3 and 4 of this Agreement have been satisfied, to commence an action to enforce specific performance of Seller's obligations hereunder. 7.3 Enforcement. In any action brought to enforce this Agreement or any term of provision hereof, including, without limitation, Seller seeking to enforce Seller's rights to the Earnest Money upon a default by Purchaser, the prevailing party in such action shall be entitled to recover from the nonprevailing party, all of the prevailing party's costs of enforcement, including reasonable attorneys' fees. Such recovery shall be in addition to any other award made to the prevailing party. This Section 7.3 shall survive Closing or any termination of this Agreement. 9 8. Miscellaneous. It is further understood and agreed as follows: 8.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument. 8.2 Survival. The representations and warranties contained in this Agreement shall survive the Closing and the delivery of the Warranty Deed without limitation. 8.3 Severability. If any provision of this Agreement shall be held to be void or enforceable for any reason, the remaining terms and provisions hereof shall not be affected thereby. 8.4 Binding Effect. The provisions of this Agreement shall insure to the benefit of and bind the successors and assigns of the parties thereto. 8.5 Amendment and Waiver. This Agreement may be amended at any time in any respect only by an instrument in writing executed by Seller and Purchaser. 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. 8.6 Integrated Agreement. This Agreement constitutes the entire agreement between the parties solely with respect to the sale and transfer of the Real Property. No promises or understandings, either expressed or implied, exist between the parties with respect to the sale and transfer of the Real Property under this Agreement except as contained herein. 8.7 Choice of Law. It is the intention of Seller and Purchaser that the laws of Wisconsin shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of Purchaser and Seller. 8.8 Notices. Any notices or demands to be given by or on behalf of either party to the other as required by this Agreement, or otherwise, shall be delivered by personal service, by mail, postage prepaid, registered or certified, with return receipt requested or by facsimile to the parties at the addresses listed below, unless in the event of any change of address, the other party shall have been notified promptly in writing and said notice of change of address shall have been actually received by the other party prior to the time of giving notice. Notice 10 shall be deemed when received for personal service, three days from the date of the postmark if by mail or the date received if for facsimile unless received after five p.m. on a business day or received on a weekend day, in which receipt shall be the next business day. To Seller: City of Oshkosh Allen Davis Community Development Director 215 Church Avenue Oshkosh, WI 54901 PH: 920.236.5055 Email: adavis@ci.oshkosh.wi.us To Purchaser: Oshkosh Corporation Jason Havlik 2307 Oregon Street Oshkosh, WI 54952 PH: Email:jhavlik@oshkoshcorp.com With a Required Copy to: Oshkosh Corporation Heather Kelly 2307 Oregon Street Oshkosh, WI 54952 PH: (920) 236-6861 Email: hkelly@oshkoshcorp.com 8.9 Accuracy of Representations. Purchaser's obligation to close on the purchase of the Real Property is expressly conditioned upon the truth and accuracy, in all respects, of Seller's representations and warranties made under this Agreement as of the Closing Date. [Signature Page Follows] 11 IN WITNESS WHEREOF, the parties have caused this Agreement for Purchase and Sale of Real Property to be executed, as of the day and year first above written. SELLER: PURCHASER: CITY OF OSHKOSH OSHKOSH CORPORATION By: By: Mark A. Rohloff, City Manager Pamela R. Ubrig, City Clerk Lynn A. Lorenson, City Attorney 12 EXHIBIT A TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BETWEEN CITY OF OSHKOSH AND OSHKOSH CORPORATION IDENTIFICATION OF REAL PROPERTY (on pages following) 13 pD"uDmt�� xv-`DO =nm'�bz :'aOB000O � • �vor-Zom 0� oo n n u n u n u u u u r :Q -*,x 0003 "-Xizx OCC00- I'ampm wpo?ZZ. o=P6 0�z�. 2. xz -Di��Dpprn o0x Z� pZ� :f1pA0D-co.. c0 MU)�i-moo 1> ;u 0-n m�Km0-OZr=�- •oo ..,omcm ,..,.Iwo :U m p O Z;u Z:Cl U) �-+..-.0 0 X;7 mfO=m D�Z�vO o� �O pNa°'oZ;u �C i �Z �Zc=vZV D�oZ eco Z o U1 fnozmm0 cmpmi7 u-mnm rm C) CAO6Z1-' mmlz�-rr'io m-1oa�ac m -4 >W0En m W 1 Z (�Z Z Z \\�\\\\N O O z1G)Z0- n '00000 mm `\ Nl lty'> 0 -n Z=O�Tm Oc rn r=1 "� �V cNp,�!', �V C) � X cn o0 m m 0 m m Cn Z OC ? .�- • a •'J•. / I -{ Z rn m C7 A Z Y`,�cOfnOOC p Z =-(�:'••ro w �' -G m O� -1_uir +(� on0-i p = (�: ��� :n Oiu cox O �D ^^ (l0 mZrx- C: oT i TO <�m DD,�Fl1 z2U)M0 C) m CCS.• Gj _ � m -io0 m-Iz n �{ _ WHO Q-n l'J zZp=m .....- _ � Z>m �Zmmm- � v EAST UNE OF THE FRACTIONAL I.H."41�j VARIES IIpRR �CpftNFR p < O o D rn N NORTHEAST 1/4 OF SECTION 16 p S w y(n;u D f--1 SECTION 15-18-16 rn- O -I m z N01'26'05 2516.61' G)-n U)F -v p D S O x-� I / N — —1018.32' N11'33'58\ .T ;;? ti.—.—. r Z Z rD c I--I — -4N1 •3 .58 :37& ' ::: :..� 1121.95' z O-I On i Z �J o =0 i °c o� :.:.:.:. c r: WEST UNE OF THE fRACT10NA1 17 m 'Z x>K U� 1 ! i' i`2i> I NORTHWEST 1/4 OF SECTION 15 rn 5 z m-1 m O r � N;N::;:;:;::: ::::::::::::::::_::::::::Yli Al .A Z x Z o Z O (nJ I-i N v :i:::::::: ....; .I 0 Z.9 O 71 m � m m M _o o D Z O O q n I ZZ Qi.tip 1 x Z7 In -f —ra- - oo '1 n O --I(-)O y IVB N Ro ,'•�' \ Ill O= =0 o�ov i:i:i:Ei:i:;:: � I?iiiiiii it? 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I 215 -- /�/ o \g � �.'rC 216--- yr /- �• :;i / 205 1 210 o - 1217 ----// �O -2-- ---- -- // J •�+,�(n 04 J CERTIFIED SURVEY MAP NO. BEING ALL OF LOTS 1,2 AND UNNUMBERED PORTION OF BLOCK 100 OF LEACH'S MAP OF 1894,LOT 11 IN WILDERS REPLAT,PART OF THE FRACTIONAL NORTHWEST V4 OF SECTION 15,PART OF THE EAST%2 OF THE NORTHEAST%4 OF SECTION 16 AND PART OF FRACTIONAL SECTION 10,ALL IN TOWNSHIP 18 NORTH,RANGE 16 EAST,SIXTEENTH WARD,CITY OF OSHKOSH,WINNEBAGO COUNTY,WISCONSIN. SURVEYOR'S CERTIFICATE: I,ROBERT F.REIDER,PROFESSIONAL WISCONSIN LAND SURVEYOR,CERTIFY THAT I HAVE SURVEYED,DIVIDED AND MAPPED ALL OF LOTS 1,2 AND UNNUMBERED PORTION OF BLOCK 100 OF LEACH'S MAP OF 1894,LOT 11 IN WILDERS REPLAT,PART OF THE FRACTIONAL NORTHWEST 1/4 OF SECTION 15,PART OF THE EAST%OF THE NORTHEAST V4 OF SECTION 16 AND PART OF FRACTIONAL SECTION 10,ALL IN TOWNSHIP 18 NORTH, RANGE 16 EAST,SIXTEENTH WARD,CITY OF OSHKOSH,WINNEBAGO COUNTY,WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:COMMENCING AT THE WEST 1/4 CORNER OF SECTION 15;THENCE N01°26'05"W, 1018.32 FEET ALONG THE WEST LINE OF THE FRACTIONAL NORTHWEST'A OF SECTION 15 TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF I.H."41"AND'I'IIE POINT OF BEGINNING;THENCE N06°09'54"W,375.21 FEET ALONG SAID EAST RIGHT-OF-WAY LINE TO THE STARTING POINT OF A MEANDER LINE OF THE SOUTHERLY SHORE OF LAKE BUTTE DES MORTS AND THE SOUTH BANK OF THE FOX RIVER,SAID POINT BEARS S06°09'54"E A DISTANCE OF 99 FEET MORE OR LESS FROM SAID LAKESHORE;THENCE S85'1 9'59"E,414.90 FEET ALONG SAID MEANDER LINE;THENCE N64°52'40"E,351.97 FEET ALONG SAID MEANDER LINE;THENCE N46°42'43"E,674.75 FEET ALONG SAID MEANDER LINE;THENCE N45°28'01"E,715.91 FEET ALONG SAID MEANDER LINE TO A MEANDER CORNER ALONG THE NORTH LINE OF THE FRACTIONAL NORTHWEST 1/4 OF SECTION 15;THENCE N49°20'35"E,482.10 FEET ALONG SAID MEANDER LINE;THENCE S87020'36"E,503.61 FEET ALONG SAID MEANDER LINE TO A MEANDER CORNER ALONG THE NORTH-SOUTH'/4 LINE OF SECTION 10;THENCE N89°45'22"E,162.04 FEET ALONG SAID MEANDER LINE TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF EAGLE STREET AND THE TERMINATION POINT OF SAID MEANDER LINE,SAID POINT BEARS S01°13'58"W A DISTANCE OF 120 FEET MORE OR LESS FROM THE SOUTH BANK OF THE FOX RIVER; THENCE S01-13'58"W,2162.09 FEET ALONG SAID WEST RIGHT-OF-WAY LINE TO THE NORTH RIGHT-OF-WAY LINE OF OSHKOSH AVENUE;THENCE N89°44'04"W,261.18 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE;THENCE S61°28'46"W,54.58 FEET ALONG SAID NORTH RIGHT- OF-WAY LINE TO THE NORTHEAST LINE OF LOT 3 BLOCK 100,LEACH'S MAP OF 1894; THENCE N29044'47"W,405.00 FEET ALONG SAID NORTHEAST LINE TO THE NORTHWEST LINE OF SAID LOT 3;THENCE S61°36'01"W,488.03 FEET ALONG SAID NORTHWEST LINE AND THE NORTHWEST LINE OF LOTS 4,5 AND 6 OF SAID BLOCK 100;THENCE S62°31'54"W,438.65 FEET ALONG THE NOR'T'HWEST LINE OF STURTEVANTS SUBDIVISION AND THE NORTHWEST LINE OF LOTS 9 AND 10 OF WILDERS REPLAT TO THE NORTH LINE OF RATH'S ADDITION;THENCE S89°18'33"W,138.86 FEET ALONG SAID NORTH LINE TO THE NORTH RIGHT-OF-WAY LINE OF BATH LANE;THENCE S89°18'55"W,60.00 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE; THENCE S00°20'06"E,20.39 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE;THENCE SOUTHWESTERLY,42.91 FEET ALONG THE ARC OF A 49.00 FOOT RADIUS CURVE OF SAID NORTH RIGHT-OF-WAY LINE TO THE LEFT,HAVING A CHORD WHICH BEARS S51'36'21"W AND IS 41.55 FEET IN LENGTH;THENCE SOUTHWESTERLY,23.02 FEET ALONG THE ARC OF A 21.00 FOOT RADIUS CURVE OF SAID NORTH RIGHT-OF-WAY LINE TO THE RIGHT,HAVING A CHORD WHICH BEARS S57055'00"W AND IS 21.88 FEET IN LENGTH;THENCE S89°18'55"W, 529.99 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE;THENCE N00°29'58"W,39.92 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE;THENCE S89°18'55"W,67.97 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE;THENCE S00°29'58"E,84.92 FEET ALONG SAID NORTH RIGHT- OF-WAY LINE;THENCE S89'1 5'27"W, 171.70 FEET ALONG SAID NORTH RIGHT-OF-WAY LINE AND A NORTH LINE OF LOT 1 OF CERTIFIED SURVEY MAP NO.5820 TO AN EAST LINE OF SAID LOT 1;THENCE N00°30'00"W,225.18 FEET ALONG SAID EAST LINE TO A NORTH LINE OF SAID LOT 1;THENCE S89'17'1 5"W,252.79 FEET ALONG SAID NORTH LINE TO THE EAST RIGHT-OF-WAY LINE OF I.H."41';THENCE Nl 1°32'58"W,321.34 FEET ALONG SAID EAST RIGHT-OF-WAY LINE;THENCE N06°09'54"W, 102.68 FEET ALONG SAID EAST RIGHT-OF-WAY LINE TO THE POINT OF BEGINNING. (CONTINUED) SHEET 3 OF 5 SHEETS CERTIFIED SURVEY MAP NO. BEING ALL OF LOTS 1,2 AND UNNUMBERED PORTION OF BLOCK 100 OF LEACH'S MAP OF 1894,LOT 11 IN WILDERS REPLAT,PART OF THE FRACTIONAL NORTHWEST V4 OF SECTION 15,PART OF THE EAST%z OF THE NORTHEAST'/a OF SECTION 16 AND PART OF FRACTIONAL SECTION 10,ALL IN TOWNSHIP 18 NORTH,RANGE 16 EAST,SIXTEENTH WARD,CITY OF OSHKOSH,WINNEBAGO COUNTY,WISCONSIN. (SURVEYOR'S CERTIFICATE CONTINUED) INCLUDING ALL OF THAT LAND LYING BETWEEN THE ABOVE DESCRIBED MEANDER LINE AND THE SOUTH SHORE OF LAKE BUTTE DES MORTS AND THE SOUTH BANK OF THE FOX RIVER AS BOUNDED BY THE EXTENSION OF THE RESPECTIVE LINES OF THE ABOVE DESCRIBED PARCEL TO SAID LAKESHORE AND RIVER BANK RESPECTIVELY.SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. THAT I HAVE MADE SUCH SURVEY UNDER THE DIRECTION OF TBE REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH,ATTENTION ALLEN DAVIS,P.O.BOX 1130, OSHKOSH,WISCONSIN 54901-4817. THAT THIS MAP IS A CORRECT REPRESENTATION OF THE EXTERIOR BOUNDARY LINES OF THE LAND SURVEYED. THAT I HAVE FULLY COMPLIED WITH THE PROVISIONS OF CHAPTER 236.34 OF TBE WISCONSIN STATUTES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSH. CO`NS �q aff=r ROBERT F.REIDER,PLS-1251 DATED ROBERT S-1F251EIDER' CAROW LAND SURVEYING CO.,INC. NppLEroN wi 615 N.LYNNDALE DRIVE,P.O.BOX 1297 ''• � ffO_ APPLETON WISCONSIN 54912-1297 sUP� PHONE:(920)731-4168 A1711.19(RFR)12-19-2017 CITY OF OSHKOSH CERTIFICATE: THIS CERTIFIED SURVEY MAP WAS APPROVED BY THE CITY OF OSHKOSH ON THIS 9-b•-"-DAY OF j>r>c 20j. ZgKz / sa PRINCIPAL PL R,CITY OF OSHKOSH CITY OF OSHKOSH APPROVAL: THIS CERTIFIED SURVEY MAP WAS APPROVED BY THE CITY OF OSHKOSH ON THIS P.2"' DAY OF Decerr,Vp r- ,201-1 . I?-1''I 1-7 01M CIT'�MANAGER DATEpq,�CITY CL DATED SHEET 4 OF 5 SHEETS CERTIFIED SURVEY MAP NO. BEING ALL OF LOTS 1,2 AND UNNUMBERED PORTION OF BLOCK 100 OF LEACH'S MAP OF 1894,LOT 11 IN WILDERS REPLAT,PART OF THE FRACTIONAL NORTHWEST%4 OF SECTION 15,PART OF THE EAST 1/2 OF THE NORTHEAST%<OF SECTION 16 AND PART OF FRACTIONAL SECTION 10,ALL IN TOWNSHIP 18 NORTH,RANGE 16 EAST,SIXTEENTH WARD,CITY OF OSHKOSH,WINNEBAGO COUNTY,WISCONSIN. CORPORATE OWNER'S CERTIFICATE: CITY OF OSHKOSH,DULY ORGANIZED AND EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF WISCONSIN,AS OWNER,DOES HEREBY CERTIFY THAT SAID ENTITY CAUSED THE LAND DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED,DIVIDED AND MAPPED AS REPRESENTED ON THIS CERTIFIED SURVEY MAP. CITY OF OSHKOSH,DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS REQUIRED BY S.236.10 OR S.236.12 TO BE SUBMITTED TO THE FOLLOWING FOR APPROVAL: CITY OF OSHKOSH. IN WITNESS WHEREOF,THE SAID CITY OF OSHKOSH HAS CAUSED THESE PRESENTS TO BE SIGNED BY MARK ROHLOFF,IT'S CITY MANAGER AT OSHKOSH,WISCONSIN,ON THIS 2�S•f DAY OF 90-ciz 4 r .20 (7. IN THE PRESENCE OF: THE CITY OF OSHKOSH BY: MARK kOHLOFF,CITY MANAGER STATE OF WISCONSIN) )ss WINNEBAGO COUNTY) PERSONALLY CAME BEFORE ME THIS o71'DAY OF 17P.Cexn of 20(!I MARK ROHLOFF,CITY MANAGER OF THE ABOVE NAMED CITY OF OSHKOSH,TO ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRUMENT,AND TO ME KNOWN TO BE SUCH CITY MANAGER OF THE CITY OF OSHKOSH AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRUMENT AS SUCH OFFICER. c. NOTARY PUBLIC Q-INNEBAGO COUNTY,WISCONSIN MY COMMISSION EXPIRES q�2�n12o2� ROBERT F.REIDER,PLS-1251 DATED ROBERT F.REIDER CAROW LAND SURVEYING CO.,INC. S-1251 615 N.LYNNDALE DRIVE,P.O.BOX 1297 APPLETONWI I APPLETON,WISCONSIN 54912-1297 40� PHONE:(920)731-4168 11"1116 suR`�6 -` A1711.19(RFR)12-19-2017 SHEET 5 OF 5 SHEETS