CCR1990027COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #27-90
AMENDED
RESOLUTION AS TO OFFER TO PURCHASE
(Delta Group, Inc. and/or Assigns)
BE IT RESOLVED that the Common Council of the City of Muskego,
upon the recommendation of the City's broker and the Finance
Committee, does hereby disapprove the attached Offer to Purchase
(Delta Group, Inc. and/or Assigns - Industrial Park Addn. #I).
BE IT FURTHER RESOLVED that the Mayor, in consultation with the
City Attorney and broker, may accept a revised offer satisfactory
to the Mayor.
BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized to
sign the necessary documents in the name of the City.
DATED THIS 23rd DAY OF January , 1990.
FINANCE COMMITTEE
Ald. Edwin P. Dumke
Ald. Daniel J. Hilt
Ald. Harold L. Sanders
ATTEST :
City Clerk
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The tollowing terms and conditionm are made a pert of the
Offer to Purchase attached as if fully incorporated therein and
dated January 23, 1990 by and between the City of Muskego, as
Seller, and Delta Group, Inc., as Buyer.
A. BUYER'S CONDITIONS OF CLOSINQ: Buyer's obligation to
conclude this transaction is expressly conditioned upon the
fulfillment, or waiver by Buyer, of each of the following
conditions (the .BUyer'S Contingenciea") within the time
indicated below for each of the Buyer's Contingencies. In the
went that Buyer's Contingencies are not satisfied or waived by
Buyer within such time, then thig Agreement shall, at the option
of Buyer and upon notice aa provided herein, terminate and all
monies paid hereunder by Buyer to Seller shall be returned to
Buyer forthwith. Failure by Buyer to give notice to Seller,
within seven (7) days after the expiration of such period, of
Buyer's election to terminate thi9 Agreement shall aonstitute a
waiver by Buyer of the Buyer's Contingencies. Seller shall have
no responsibility with respect eo obtaining satisfaction of the
Buyer's Contingencies except to the extent expressly set forth in
this Offer, and Buyer shall be responsible for all costs and
expenses in connection with the satisfaotion thereof. The
Buyer's Contingencies are as follows:
1. Buyer's Board of Direotors, on or before April 3,
1990. ratifying and approving the execution snd delivery of
this Offer to Purchase and the consummation of the purchase
transaction. This contingency must be satisfied by Buyer
presenting Seller on or before April 6, 1990, with a written
statement etating that said approval ha* been given.
2. Buyer at Buyer's expense obtaining soil boring3
and bearing soil tests that are satisfactory to the Buyer
within 90 days from acceptance of this offer.
3. Seller providing Buyer Cmrtified Survey Map prior
to closing showing that the Proparty is s separate parcel.
4. Seller granting th0 Buyer within ninety (90) days
of acceptance of this offer a Riuht of Fitst Refusal
contract to purchase, which is mutually acceptable to both
Buyer and Seller for the contiguous two (2) acres to the
west.
5. Seller providing at Ballet's expense two culverts
which will provide accegs to the property from two sides
(This contingency may be satisfied after closing).
0. ROe.ip+ by Buyer of a COftifie-tm of oooupanay
from thO City of Mubkego authorizing Buyer to occupy an4 uae
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JW 23 '$8 17:03 CH- GLRSSIIER (414)273-3742 P.6
the Property e9 a secondary aluminum smelter and anCillaV
office use. (Thia contingency must be met Or waived by Buyer
within 120 days attar Seller's acceptance of this Offer).
7. Buyer obtaining any and all federal, state and
local approvals necessary to use the Property as a secondary
aluminum smelter, including, the approval of the
Environmental Protection Agency, the Wisconsin Department of
Natural R@sources, and the City of Muskego. Buyer agrees to
make application for all such approvals within fourteen days
after Seller'o acceptance of this Offer. (This contingency
must be met or waived by Buyer within 120 day8 after
Seller's scceptance of this Offer).
8. Seller obtaining a loan (the 'First Mortgage
Loan") in an amount no% Zess than 8330,000 from a bank or
other institutional lender to enable Euyer to acquire the
Property and to oonstruct thereon the secondary aluminum
smelter facility pursuant to Buyel's specifications, at an
interest rate not in excess of the prime rate plus.Z%, for a
term of not less than 19 years, and with monthly payments of
prinoipal snd interest sufficient to amottize the First
Mortgage Loan over a term of 15 years. The First Mortgage
Loan shall be secured by a first mortgage lien on the
Property and the smelter facility to be constructed thereon.
This financing contingency must be met or waived by Euyer on
or before February 28, 1990.
9. Seller obtaining 8 grant from the Wisconsin
Development Fund Economic Development Program in an amount
not less than $320.000.00 in connection with Buyer and this
Project, snd Seller, in turn, making a loan (the "City
Loan') to Buyer in the amount of $320,000.00 for the
acquisition of the Property and the construction of the
secondary aluminium smelter fbcllity (including enoillary
office space) pursuant to Buyer'e specificstions, on the
following terms!
A. The term shall be IS yeara.
8. Interest shall be at the rate of 4Z per annum
for the first 5 years of the Man teim, and thereafter
at s floating rate. to be adjusted daily, which rate
shall, for each day, be the prime rate of interest plus
Z?, the prime rate shall be the prime rate (or
equivalent) announced by First Wisconsin National Bank,
Milwsukee, Wisconsin as fta prime rate.
C. The City Loan shall be fully emortized over
the 15 year term.
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8. SPECIAL LXPROVEMENTSf
2. The purchase price includes the following
improvements: Saniraty abwer and 2. water laterals are at
lot line and fully paid and available for use by Buyer.
Buyer will connect to sewer and water lncluding connection
fees at Buyer's expense. Electric and telephone serrics is
available along lot line. Natural gas is available ln
Drive.
C. It is agreed berueen Buyer and Seller:
I. The provlslone of DaragraphS thirteen (13) and
fourteen (14) of the Rules and Regulations for thd Muskego
Industrial Park as originally adopted by thO city of Huskego
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to cover mskego Industrial Psrk Addftion #1 on Hay 27.
1986, are incorporated herein by reference as if fully set
forth herein. Said pzovisions provided in effect that in
the event the Buyer should desite to resell a portion Of the
premises which are the aubject of this Contract and which
are not being used in conneation wlth Buyer‘# business, that
ne must firer otfer the same to the ciw for repurchase.
The City shall then have ninety (go) days to act upon said
offer.
2. Thesa provisions shall COnStftUt6 covenants
running wlth the land and shall be blnding upon ~UCcCBEorS
and assigns of the parties hereto and may be included in the
deed Which Seller delivers to Buyer in completion Of this
transaction. Buyer acknowledges that he ha8 received a copy
of the full text of the Rules and Regulations of the Nuskego
Industrial Park end that he has read and fully understands
same.
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3. The warranty and representation made herein
survive the closing of.this transaction.
4. Buyer agrees to reimburse Seller actual costs not
to exceed S3.000 for Seller’s cwt of preparing Wisconsin
DeveloDment Fund grant application. Payment is due only in
the event of approval of WDF funding and after disbursement
of grant funds.
SWER: OJLTA GROUP, INC., SELLER: CITY OF MUSKEG0
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Date:
d/del/off
Countersigned:
Date:
R I!& By:
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COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #27-90
RESOLUTION AS TO OFFER TO PURCHASE
(Delta Group, Inc. and/or
BE IT RESOLVED that the Common Council of
Committee, does hereby approve the attachTdOffer to Purchase
contingent upon review and approval of &e City Attorney.
(Delta Group, Inc. and/or Assigns - Industrial Park Addn. #I),
BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized to
sign the necessary documents in the/name of the City.
DATED THIS DAY OF
upon the recommendation of the City's
/
/' , 1990.
FINANCE COMMITTEE
Ald. Edwin P. Dumke
Ald. Daniel J. Hilt
Ald. Harold L. Sanders
ATTEST: / / City Clerk /
Ofl~ri~eounurcd ~Sclltrlnl~~al.) .........................
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The following terms and conditione are made a part of the
Offer to Purchase attached as if fully incorporated therein and
dated January 23, 1990 by and between the city of Muskego, as
Seller, and Delta Group, Inc.. e3 Buyer.
A, BUYER'S CONDITIONS OF CLOSINQI Buyer'€! obligation to
conclude this transaction ie expressly conditione3 upon the
fulfillment, or waiver by Buyer, of each of the following
conditions (the "Buyer's Contingenolea") within the time
indicate3 below fcr each of the Buyer's Contingencies. In the
event that Buyer's Contingencies are not satisfied or waived by
Buyer within suoh time, then this Agreement shall, at the option
of Buyer and upon notice eq provided herein, terminate and all
monies paid hereunder by Buyer to Seller shall be returned to
Buyer forthwith. Failure by Buyer to give notice to Seller,
within seven (7) days after the expiration of such period. of
Buyer's election to terminate this Agreement shall aonstituta 8
waiver by Buyer of the Buyer'd Contingencies. Seller shall have
no responsibility with respect to obtaining satisfaction of the
Buyer's Contingencies exceot to the extent expressly set forth in
this Offer, an3 Buyer shall be responsible for all COfte and
expenses in oonnecticn with the satisfaotion thereof. The
Buyerla Contingenoies are as followsr
1. Buyer's soerd of Direotors, on or before April 3,
1990, ratifying and approving the execution and delivery of
this Offer to Purchaee an3 the consummation of the purchase
transaction. This contingency must be satisfied by Buyer
presenting Seller on o,r before April 6, 1990, with a written
statement stating that said approval had been given.
2. Euyer at Buyer's expense obtaining soil borings
and bearing soil tests that are Satisfactory to the Euyer
within 90 days from acceptance of this offer.
3. Seller providing Buyer Certified Survey Map prior
to dosing showing that the Proparty is n eeparate parcel.
4. seller granting the Buyer within ninety (BO) deys
of acceptance of thio offer a piaht of First Refuse1
contract to Pufchasq which is mutually acceptable tO both
Euyer and Seller for the contiguous two (2) ecres to the
west.
5. Seller providing st Seller'e expense two culverts
which will. provide access to the property from two sides
(This contingency may be satisfied after closing).
e. fza@.i.Dt by euyer ol o cottrriamtr of oooupanay
from the City of Musk~go authorizing Buyer to oooupy en4 uea
~II*PI""-:~ 4 '"1- 1 ~ . 'I c L1 I L , I> I ,~~, ,-, ,
JAN 23 '98 17:03 CHM GLFISSPIER (41d)273-3742
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the Properry as a secondary aluminum smelter and ancillary
office use, (Thim contingency must be met or waived by Buyer
within 120 days aftar,Seller'a eoceptance of this Offer).
7. Buyer obtaining any and all federal, state and
local appzovals necessary to use the Property as a secondary
aluminum smelter, LncLudIng, the approval of the
Environmental Protection Agency, the Wisconsin Department of
Natural Resources, and the City Of Muskego. Buyer agrees to
make application for a11 such approvals within fourteen days
after Seller'o acceptance of this Offer. (This contingency
must be met or waived by Buyer within 120 days after
Seller's acceptance of this Offer).
8. Seller obtalning a loan (the "First Mortgage
Loan") in an amount not less than 8330,000 from a benk or
other institutional lender to enable Buyer to aoquire the
Property end to oonstruct thereon the secondary aluminum
emelter facility pursuant to Buyer's sgecifioatlono, at en
interest rate not in e,xcess of the prime rate plus.2%, for a
term of not lass than 15 years, and with monthly payments of
prinaipal and interest sufficient to amortize the Plrbt
Mortgage Loan over a term of 1s years. The First Mortgage
Loan shall be secured by a first mortgage lien on the
Property and the smelter faoility to be construated thereon.
This financing contingency must be met or waived by Buyer on
or before February 28, 1390.
3. Seller obtaining a grant frQm the Wiaconsin
Development Fund Economic Development Program in an amount
not less than 9320.000.00 in canneotion wlth Buyer and this
Project, and Seller, in turn, making a loan (the "City
Loan") to Buyer in the amount of 8320,000.00 for the
aoquisition of the Property and the construction of the
secondary aluminium smelter facility (including snoillary
office space) pursuant to BUyer'ta specifications, on the
following terms!
A. The term shall be 1s yeara.
B. Interest 6haU be at the rata 09 QO per annum
for the firet 5 yeers of the Man term, and thereafter
at a floating rate, to be adjusted daily, which rate
shall, for each day, be the prime rete of interest plus
2%. the prime rate shall be the prime rate (or
equivalent) ennounoed by First Wisconsin National Bank,
Milwaukee, Wisconsin as it8 prime rate.
C. The City Loan shall be fully amortized over
the 15 year term.
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JpN n -9 17104 USSNER (414)273-3742
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D. The city Loan Shall be seoured by a second
mortgage on tha Property and the smslter faoility to be
constructed thereon subject to the First Mortgage Loan.
1. The purchase price includes the following
Improvements: Sanitary sbwef and 2" water latetals are at
lot line and fully paid and available for use by Buyer.
Buyer will Connect to sewer and water including connection
fees at Buyer's expense. Electric and telephone service is
available along lot line. Natural gas is available in
Drive.
2. If said streets are not Derrnanently surfaced et
the time of the cornpletlon of this trunsaction, said 6treets
when permanently improved shall be at the expense of the
City and no special aS6essments with respeot to the
permanent improvement8 of the etreets shall be assessed
againat the property herein descrlbed, and the Buyer. his
heirs and assigns. shall have no further obligation with
respect hereto.
C. It is agreed between Buyer and Seller:
1. Tha provisions of paragr8phS thirteen (13) and
fourteen (141 of the Rules and Regulations for the Muskego
Industrial Park as origlndlly adopted by the City ai Huskego
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9~ ;& nlad ~&TZESE4idY273-3742
~ , ., .,,- .,,,,, ~~ .,,,. ~."'-"~-.~.-- F.E -
by Resolution #14S-70 on July 28, 1970, and further extended
to cover Muskego Industrial Park Addition W1 on May 27,
1986, are inaorporated herein by reference 8s if fully Bet
forth hereln. Said provisions provided in effect that in
the event the Buyer should desire to resell s portion of the
premises which are the subject a9 this contract end which
are not being used in conneotion with Buyer's 3usineso, that
he must first offer the same to the City for repurchase.
The City ehall then have ninety (90) days ta act upon said
offer.
2. These provisions 5hAll oonatituta covenants
running with the land and shall be binding upon ~uocessors
and assigns of the partiee hereto And may be included in the
deed which Seller delivers to Buyer in completion of this
transaction. Buyer acknowledges that he h88 received a copy
of the full text of the Rules and Regulations of tha Muskego
SndUStriAl Pork and thet he has read and fully understands
sama .
3. The warranty and representation made herein
survive the closing of this transaction.
4* Buyer agrees to reimburse Seller aotusl costa not
to exceed $3,000 for Seller's cost of preparing Wisconsin
Development Fund grant application. Payment is due only in
the event Of approval of WDP funding and after disbursement
of grant funds.
BmERt D LTA GROUP, INC., 1 SELLER: CITY OF MUSKEQO
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