CCR1997030COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #30-97
APPROVAL OF OFFER TO PURCHASE
Parkland Mall Acquistion
BE IT RESOLVED that the Common Council of the City of Muskego,
does hereby approve the attached Offer to Purchase for the
acquisition of the Parkland Mall property.
BE IT FURTHER RESOLVED that the Mayor is authorized to make
necessary technical changes in consultation with the City
Attorney if needed.
BE IT FURTHER RESOLVED that the Mayor and Clerk-Treasurer are
authorized to execute the Offer to Purchase and closing documents
in the name of the City and to extend the acceptance and/or
closing dates if necessary.
DATED THIS 25TH DAY OF FEBRUARY , 1997.
SPONSORED BY:
David L. De Angelis, Mayor
This is to certify that this is a true and accurate copy of
Resolution #30-97 which was adopted by the Common Council of the
City of Muskego.
@ 2/97jmb
Wisconsin Legal Blank Company
Milwaukee. Wisconsin
I WE-15 COMMERCIAL OFFER TO PURCHASE
mi GENERAL PROVISIONS
, offers lo purchase the Property
4 known as =land Mall Shopping Center
5 in the City Of Muslceqo , County of Waukesha ,Wisconsin,
6 (Addrlronal descriplion. if any:) See Attached Exhibit "A"
7
8 . PURCHASE p~lc~:Eight Hundred Thousand and No/100--------------------------------------------
g .............................. Dollars ($800~000
IO EARNEST MONEY of $ O.OO---------------in the form of n/a accompanies lhis mer and earnest money of
11 $ n/a in Ihe form of n/a will be paid within n/a days of acceptance.
12 THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing unless olherwise provided below.
13 ADDITIONAL ITEMS INCLUDE0 IN PURCHASE PRICE: Seller shall include in Ihe purchase price and transfer. free and clear of encumbrances. all
14 fixtures, as defined at lines 190 lo 192 and as may be on the Property on the date of this Offer. unless excluded at lines 18-20 and the following additional
15 items: Elhl t A
16 All penonal
17 property included in purchase price will be lransferred by Bill of Sale EX
1g All trade fixtures owned by tenants per lease provisions.
I8 rn ITEMS NOT INCLUDED IN THE PURCHASE PRICE: CAUTION: Address rented fixtures or trade fixtures owned by tenants, if applicable.
20
.. I, ,I
-
24 SeeBttarhPd E-. C ..
25 rn TIME IS OF THE ESSENCE as to: (1) earnest money paymenl(s): (2) binding acceptance: (3) occupancy: (4) date of closing 711 S%iKExS-i%iLmLF-I ~~ ~~ ~~~ and all olher dales and deadlines in this Offer except m.
I, I,
28 I ACCEPTANCE, DELIVERY AND RELATED PROVISIONS
29 rn BINDING ACCEPTANCE: This Offer is bindinp upon both parlies only if a copy of the accepled Offer is delivered to Buyer on or before
30 0 CAUTION: This Offer may be withdrawn prior to delivery of the accepted Offer.
31 DELIVERY OF DOCUMENTSAND WRlnEN NOTICES: Unless olherwise slated in lhis ORer. delivery of documents and wrinen nolices to a pa* shall
32 be effective only when accomplished in any of the following ways:
33 (1) By deposilinq the documenl or written nolice postage or fees prepaid in the U.S. Mail or a commercial delivery system addressed lo Ihe party at:
37 (3) By eleclronically lransmilting Ihe document or written notice to Ihd folloWiGg telepnone numoer: Buyer: ( 414 ) 679-5630
38 Seller. ( 301 ) 564-6462 Any signed document transmilted by fax shall be considered an original documenl and shall have
39 Ihe binding and legal effect of an original documenl. The signature of any Party upon a faxed document shall be considered an original signalure.
40 [ OCCUPANCY AND RELATED PROVISIONS
41 . OCCUPANCY of-
42
43 CAUTION: Consider an agreement which addresses responslbllity for removal of personal property and debris prior to occupancy, if appllcable.
44 W LEASED PROPERTY: If Property is cutlenlly leased and leases exlend beyond closing, Seller shall er said lease(s) and
05 lransfer all security deposils and prepaid rents lhereunder lo Buyer al closing. The terms of the (written lease@). if any. are
shall be given lo Buyer at time of closing unless olhenvise agreed in wriling.
with tfe
I8
1Y (ILHR 67, Wisconsin Administralive Code). If no1 exempt. (-(Seller) PTRlKE ONE ~ 1 will be responsible for compliance. including all COSIS.
CLOSING AND RELATED PROVISIONS I
51 . CLOSING: This transaction,is to be closed al the place designated by Buyer's
52 Mer than h~lv 71 , 1Q?J7 unless another date or place is agreed to in wriling.
53 . CLOSING PRORATIONS: The following items shall be proraled at dosing: real estale laxes. renls, private and municipal charges, property Owner's
.. .. ..
54 association assessments, fuel and comon area charges
56 Ne1 general real eslate laxes shall be proraled based on (Ihe net general real estate taxes for Ihe current year, if known, otherwise on Ihe net general real
57 estale laxes for the preceding year) (
59 assessed for tax purposes (for example, recent land divislon or completed/pending reassessment) or if proration on the bask of net geneal real
60 esla:e taxes is not acceptable (for example. changlng mill rate), Insert estimated annual tar or other basis forpmration.
51 SPECIAL ASSESSMENTS: Special assessments. il any, lor work on sile actually commenced or levied prior to dale of lhis Offer shall be paid by Seller
52 no later lhan closing. All other special assessments shall be paid by Buyer. CAUTION: See lines 194 to 196 regarding other expenses. Consider a -ace p wihle o~cy o I Insurance
$6 CONVEYANCE OF TITLE: Upon payment of Ihe purchase price, Seller shall convey the Property by warranly deed (-
57 free and clear of all liens and encumbrances, except: municipal and zoning ordinances and agree en entere u$Qer Ihem, recorded easements
'58 lor Ihe dislribution of utility and municipal services, recorded building and use reslriclions and covenanls(genera1 taxes levled m I? year of dosing and
(provided none 01 Ihe foregoing prohibil presenl use ollhe Property). which COnSlilUteS
55 Any income, taxes or expenses shall accrue lo Seller. and be prorated. through the day Prior IO Closing.
58 ). lsTEKFnNFC?MPLETE ASAP- CAUTION: If Property has not been fullY
55 I:="" STRIKE AS APPLICAg as further described at lines 141 to 153. *for said asFEsmBlt.
"beyow at , .
';g m. It is dfiay &t all wxsrty taxes levid in ERE mior * w of Clcsvq ~+EU te
10 filllv7cfFIu-I ..
I1 merchantable lille for,purposes of lhis Irgns?clion. Seller further agreS lo complete and execule the documents necessary to record the conveyance.
12 1 ADDENDA TO OFFER ] See line 268 to determine If addenda, riders or other documents have been made a pari of this Offer.
**none of which shall lmlt access to sald property to a degree not acceptable to Buyer
\
73 [PROPERTY IMPROVEMENT, DEVELOPMENT OR CHANGE OF USE I page 2 of 4 -COMMERCIAL OFFEfi
74 WARNING: If Buyer contemplstesimprovlng or developing Property. or a change In use, Buyer may need to address municipal and zoning
75 ordinances. recorded buildlng and use restrictions. covenants and easements which may prohlbit some Improvements or user. The need fo,
76 building permits. zonlng varlances. environmental audits. elc. may need to be investlgated to determine feasibility of Improvements, developmenl
77 or use changes for Property, Contingencies for lnvertlgation of these Issues may be added to this Offer. See lines 241 to 273.
78 PROPERTY CONDITION PROVISIONS I
79 PROPERTY DIMENSIONS AND SURVEYS: Buyer acknowledges that any Property, building or room dimensions. or lola! acreage or building square
80 footage figures. provided lo Buyer by Seller or Sdller's agent(s). may be approximale because of rounding or olher reasons. unless verified by survey or olher
81 means. Buyer also acknowledges lhal lhere are various formulas used lo calculate total square footage of buildings and lhal lolal square footage figures will
82 vary dependent upon the formula used. CAUTION: Buyer should verify total square ioolage formula, Property, building or room dimensions, and
83 total acreage or square footage figures, If material to Buyer's decision to purchase.
64 INSPECTIONS: Seller agrees to allow Buyer's inSpectors/eaSona& access lo Ihe Properly upon reasonable nolice-
85 sibs Buyer agrees lo promptly provide copies of all such inspection reports to Seller. and lo listing broker 11
87 olllerwm agreed wilh Seller. CAUTION: See lines 193 to 200 lor definitions of '*inspection" and "test?
86 Property is Ihsted. Furthermore, Buyer agrees to promptly reslore the Property to iCs original condilion after Buyer's inspections are completed. unless
and sters
.. .
..
89 XS€xxXa Seller acknowledges that ce,iain be reported to, the
90 Wisconsin Department of Natural Resources. a,- whch
91 PROPERTY DAMAGE BETWEENACCEPTA of closing or occupancy by Buyer in
slrmLar rule or
92 malerially the same condilion as of the dale of acceptance of this Offed If, prior lo the earlier of closing or occupancy by Buyer, the Property is damaged In
an amount of no1 more lhan five per cenl (5%) of the selling price. Seller shall be obligaled to res1018 the Property If Seller is unable to restore Ihe Properly.
Seller shall prolnptly notify Buyer in writing and this Offer may be cancelled at the oplion 01 lhe Buyer Ii the damage shall exceed such sum. Seller sIia11
95 promplly nolily Buyer in wrilmg of Ihe damage and lhis Offer may be cancelled a1 oplion of Buyer. Should Buyer elecl to carry out this Offer despite Such
96 damage, Buyer shall be entitled lo any insurance proceeds relaling to the damage lo the Property. plus a credll towards lhe purchase price equal to Ihe amounl
97 of Seller's deductible on such policy. see Exhibit '+?EH as to additional provisions.
98 PRECLOSING INSPECTION: At a reasonable lime, preapproved by Seller or Seller's aged wilhin 3 days before closing, Buyer shall have the righl 10
9g inspect tp Pro erty to determine lhal lhere has been no significanl chan e in Ihe wndltion of the Properly, excepl for changes approved by Bu er -fieant change in the condition of tie property shall be a material failure o? Seller
"-.-
100 DEFAULT to perform an obligation under this Offer.
101 Seller and Buyer each have Ihe legal duty to use good falth and due dmhgence in completing the terms and conditions of lhis Offer. A material failure to
102 perform any obligation under this Offer is a defaull which may subjecl Ihe defaulting party to liability for damages or olher legal remedies,
103 If Buyer defaults, Seller may:
104 (1) sue for specific perform
105 (2) terminate the Offer and
106 XAmrpaA have the option lo sue for aclual damages.
107 If Seller defaults, Buyer may:
108 (1) sue for specific performance: or
109 (2) lerminate the OHer p, sue for aclual damages, or boih
110 In addilion, the Parties may seek any other remedies available in law or equity
111 The Parties understand that the availability of any judicial remedy will depend upon Ihe circumstances of the silualion and the discrelion 01 the courts. I1
112 ellher Parly defaults, Ihe Parties may renegoliale Ihe Offer or seek nonjudicial dispute resolution instead of the remedies outlined above. By agreeing lo
113 binding arbilralion. the Parlies may lose Ihe right Io litigale in a court of law those dispules covered by lhe arbilralion agreement
@ OBLIGATIONS OF PARTIES TO A TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC CONTRACT OR CONVEYANCE AN ATTORNEY
Ihe absence of a mutual agreement by the Parlies. earnest money will be distribuled as sel forth in lines 121 to 140. 117
SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED. Buyer's or Seller's legal right lo earnesl money cannol be determined by broker. In 116
NOTE: WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING ADVICE OR OPINIONS CONCERNING THE LEGAL RIGHTS OR
-
118 ENTIRECONTRACT I
119 This Offer. Including any amendments, contains the entire agreemenl 01 Ihe Parties regarding lhe Iransaclion. All prior negolialions and discussions have
120 been merged into this Offer. This agreemenl binds and inures to lhe benefil of Ihe Parties lo Ihis Offer and lheir successors in interesl.
126 on behalf ofBuyer, consider a special agreement regarding disbursement.
139 Ylh Firties agree lo llnltf lhe lhrnkcr llarmless irom any liabilily for good failh disbtlrsement 01 earnesl (money in accnrdancc with this Ofler 01 appliCill,!e
\40 ~~~tle~nd t~~~~f~~~li~omer~-~??W~ "" ..
141 1 TITLE EVIDENCE I "
page 3 of 4 - COMMERCIAL OFFER
112 FORM OF TITLE EVIDENCE: Seller shall give evidence of lille (as selecled at lines 64 10 65) to Ihe Properly in Ihe lorm of.
purchase price on a currenl ALTA lorm issued by an insurer licensed to wrlle tille insurance in Wisconsinr in3l.di.q a gap e&cza~&.
D PROVISION OF MERCHANTABLE TITLE: Seller shall pay all COsIs of provlding lille evidence, For purposes of ciosmg. lille evidence shall be acceplable
If !he absrracl or a commilnlenl for the required litle lnsurallce 1s delivered to Buyer's attorney 01 IO Buyer not le55 lhui 5 busmess days bulote closin~.,.
148 paid out of the proceeds of closing and slandard abslract certificale limitalions or slandard title insurance requirements and exceptions. as apprdprlale
147 showing title to the Properly as 01 a date no more than 15 days before delivery of such tille evidence to be merchantable. sublecl only 10 liens wllich will be
149 TITLE ACCEPTABLE FOR CLOSING: If title is no1 acceptable for closmg. Buyer shall nolify Seller ihi wriling 01 ob]ectionS lo lille by Ihe !ime set for
150 closing. In such event Seller shall have a reasonable lime, but not exceeding 15 days, 10 remove Iha objections. and the tilne for closing shall be extended
151 as necessary for lhis purpose. In the event that Seller is unable lo remove said objections. Buyer shall have 5 days from receipt of nolce Ihereof. to dellver
152 wrillen nolice waiving the objections. and the time for closing shall be extended accordingly. If Buyer does not walve Ihe objeclions. this Offer shall be null
153 and void Providing tille evidence accaplaLla lor cioslllg does no1 exlinguish Seller's obligations 10 give merchanlable lllle to Buyer
(2) an owner's policy 01 lille insurance in the amount of the !B
154 [-I
155 ACCEPTANCE: Acceptance occurs when all Buyers and Sellers have Signed an identical copy of Ihe ORer, including signalures on separale bul denticdl
156 coples 01 Ihe Offer. See lines 29 and 30 regardlng binding acceptance.
157 CAUTION: CONSIDER WHETHER SHORT TERM DEADLINES RUNNING FROM ACCEPTANCE PROVIDE ADEOUATE TIME FOR BINDING
158 ACCEPTANCE AND PERFORMANCE.
159 U-TRAPr
160 mernenls w~~assessnwlts or olhawihe nlaterially affecl Ihe Prope[ly&
161 present use of the Properly:
162 (b) Government agency or court order requiring repair, alleralion or correction of any exlsling condllion:
163 (c) Completed or pending reassessmenl of the Properly lor property lax purposes:
1 64
165
166
167
168
. .. 'R"FaR6aGliea:: i64&la*id&wC:
,-
0 I",..
upants of Ihe Property:
regulating Ihe use of tlw Properly,
171
172 011: NOTE: The Wis contains registration and operalion rules for such underground slorage lanks.
173 (I) Underground or ab0 torage of flammable. combustible or hazardous materials includlng but not limiled to gasoline and
174
175 100 KV or grealer) or Sleel natural gas transmission lines localed on but not directly sewing the Properly:
176
177
1 78
179 ENVIRONMENTAL SITE ASSESSMENT: An "environmenlal sile assessmenl' may include, but is not limited Io: (1) an inspection of Ihe Properly; (2) a
180 review of the ownership and use history of Ihe Properly, including a search of lille records showing private ownership of the Property for a perlod of 80 years
181 prior to the visual inspection: (3) a review of hisloric and recenl aerial photographs of the Property, if available: (4) a review of envlronmenlai licenses.
I82 permits or orders issued with respect to the Properly: (5) an evaluation of results 01 any environmental sampling and analysis ihal has been conducled on
183 the Properly; and (6) a review lo delermine if Ihe Property is listed in any of the wntten compilalions of sites or facilities considered to pose a threal lo human
185 Registry of Leaking Underground Storage Tanks, and the DNRs most recenl remedial response Site evaluation report (Including the Inventory of SileS and
181 health or [he environment inciuding the Nalional Priorities List, the Department of Natural Resources' (DNR) regislry of Abandoned Landfills. the DNR's
186 Facilities Which May Cause or Threaten to Cause Environmental Pollution). Any 'environmental sile assess1nent" performed under thls Offer shall comply
187 with generally recognized induslry standards (e.g. current American Society of Testing and Materials 'Slandards for Environmental Site Assessments lor
189 not Include testing of the Property for envlronmenlal pollution.
188 Commercial Real Eslale'). slate and federal guidelines. as applicable. CAUTION: Unless othenvlse agreed an "environmental site assessment" does
190 FIXTURES: A-Fixture" is an item of pmperty which is physically allached IO or so closely associaled with land and improvemenls so as 10 be lrealed as
191 part of the real estate, including, withaul limitation, physically attached items not easily removable wlthoul damage to the Properly. ilems speclficaliy adapted
192 to Ihe Properly, and items cuslomarily treated as fixtures. A"fixture' does no1 include lrade fixlures owned by tenants of the Properly. See Lines 13 10 20.
193 D INSPECTION: An 'inspeclion" is defined as an observation of Ihe Property which does not include tesltng of Ihe Properly
" .. ."
cei OTHER EXPENSES: In addition Io 'special assessmenls for work on site'. government entities may charge one4ime or ongoing use fees for other
public improvemenls relating to curb, guller, skeet, sidewalk, sanilary and Storm sewer (including all sewer mains and hook.up and interceptor charges),
'13d parks, skeet lighiing and Street trees, and impact fees for other public facilities. as defined in Wis. StatS. §66.55(1)(c) 8 (0.
197 . I. fin s he kin of Sam Ies of materials such as soils, water or buildin materials from Ihe Pro ert and the laborator or olher
201 1 PROVISIONS TO RELATED FINANCING A ..
x 202 LOAN COMMITMENT: If this Offer Is contingent on financlng. Buyer agrees Io pay all customaly financing costs (including closing fees). to apply 108
203 financing promptly. and to provide evidence of application promptly upon requesl of Seller, If Buyer qualifies for said financlng or other financmg acceplable
204 to Buyer, Buyer agrees to deliver Io Seller, or Selier's agenl. a copy of Ihe written loan wmmilmenl no later than Ihe deadline for loan commilmenl under
205 :he Fmancing Contingency. If Buyer does no1 make timely delivery Of said COmmitmenl. Seller may terminale this Oller il Seller delivers a wllllen nolice
207 FlNANCiNG UNAVAILABILITY: I1 Ihis Offer is contingent on financing and financing is not avallable on Ihe lerms slated, Buyer shall promplly deliver
206 of termination lo Buyer prior lo Seller's actual receipt of a copy of Buyer's wrilten loan commilmenl.
208 wrltten &ice to Seller of same including copies 01 lender(s)' rejection letler(s) or olher evidence of unavaiiabMy. Unless a specific loan source is named ill
209 the Financing Contingency, Seller shall then have 5 days Io give Buyer written nolice of Seller's decision to finance thls Iransacllon on the same terms bel
210 forth herein. and this Offer shall remain full force and effect. with the time for closing extended accordlngly. If Seller's nolice 1s no1 tlmely given. Ihis Offel
211 shall be null and vojd.
213 01 which are incorporaled into lhis Offer by reference. Prior to execution of the land contract Seller shall provide the same evidence of merchantable litle as
212 LAND CONTRACT:.lf this Oner provides lor a land cohtract bolh Parties agree to'execute a Stale Bar of WIscOnSin Form 11 Land Conlract. the IermC
214 requlred above and written p\mol, at or before execulion. lhal the total underlying indebtedness, il any. is not in excess of tllr proposed balance of the lard
215 wntracl. that the payments on ihe land conlract ace sumcient to meel all of the obligalions of Seller on Ihe underlylny indebtedness, and lhat 211 credilor:,
216 whose consent is required have consented Io the land wntracl sale. Seller may lerminale lhis Oh if creditor approval callnol be oblainerl Seller rn?:
217 lellnmate this Offer if Buyer does no1 ptovide a wrallen credll report which indtcales that Buyer is credil worlhy based upon easo11able u#Kkwlilh(,
218 slandards wllhin 15 days of acceptance *Buyer s11a11 pay all costs of obtaining creditor approval aild Ihe credil report.
i
219 PROPERTY DESCRIPTION: Parkland Mall Shopping Center page 4 of 4 -COMMERCIAL OFFER
220 I OPTIONAL PROVISIONS: THE PROVISIONS ON LINES 222 THROUGH 268 ARE A PART OF THIS OFFER IF MARKED, I " .
22 1 SUCH AS WlTH AN "X". THEY ARE NOT PART OF THIS OFFER IF MARKED NIA OR ARE LEFT BLANK.
222 FINANCING CONTINGENCY:~~O~~~a~~~~e~~~~~~~b~~~~~~~~ I CHECK APPLICABLE FINANCING BELOW]
223 0 land mntract financing from Seller et closing as further described at lines 212 to 218 and 226 lo 240.
224 0. 1 INSERT LOAN PROGRAM 1 (fixed) (adjustable) -1
225 rate first mortgage losn commitmenl as further described at lines 202 to 211 end 226 to 236. wilhin - days of acceptance of this Offer.
227 less then __ 226 The financing selected shall be in en amount of no1 less lhen % for a term of not less than
yeam If the purchase price under this Offer is mdified, the financed amount. unless ofherwise provided. shall ba adjusted to the Same
years, amortized over no1
228 percentage 01 the purchase price as in lhis contingency and the monthly payments shall be adjusled as necessary to maintain lhe term end amortization
229 staled ebova. IF FINANCING IS FIXED RATE the annual rate of interesl shall not exceed -
230 exceeds . iF FINANCING IS ADJUSTABLE RATE the initial ennuel interesl rate shall not exceed -
% and monlhly payments of principal and interesl shall no1
%. The initial interest rate
231 shail be fixed for - months. at which lime the interesl rale may be increased not more than ~
232 the mortgage term shall no1 exceed ~ %. lnilial monthly payments of principal and inlerest shell nor exceed %
% per year The maximum interest rale during
233 payments of principal and interest may be adjusted to reflecl interest changes. MONTHLY PAYMENTS MAY ALSO INCLUDE 1/12th of Ihe eslimaled ne1
Monthly
235 Buyer agrees to pay-e loan fee in an amounLnozexceed
234 annual real estate taxes, hazard insurance premiums. end privale mortgage insurance premiums. The mortgage may not include a prepayment premium.
236 NOT include Buyer's orher closing costs.) IF FlNANCiNG IS SY LAND CONTRACT interest rale following paymenl default shall be ~ % , lhe defaull
% of the loen.~.(Loan Tee refe~~fo~sroun!p~~n~s~n~~o~n~ngina~o~~fee. but.DQES-
237 perid shall be
238 (prepaid) (postpaid) -1 basis. The first paymenl shall be due
days for payments and days lor performance of any other obligallons. Interest shall be calculaled on a
239 on principal without penally at any time. If the term of the land contract is Shorter lhen the amortization period a balloon payment will be due a1 Ihe end of
Any amount may be prepard
240 the term of the land contract. (Buyer) (Sellar) I STRIKE ONE I shell be responsible for the preparation of the land contract. including all costs ofpreparalion.
"~ ". - "
DOCUMENT REVIEW CONTINGENCY: This Offer is confingent upon Seller delivering the following documents to Buyer wilhin 15
days of acceptance: 1 CHECK THOSE THAT APPLY I
Documents evidencing that the sale of the Property has been properly authorized. if Seller is e business entity.
244 A comptete Inventory of all furniture, fixtures and equipment included in this transaction which is consislent with representalions made
245 prior to and in this Offer.
246
247
Uniform Commercial Code lien search as to the personal property included in Ihe purchase price, showing the Property to be free and
248 mother See Attached Exhibit "F"
clear of all liens. olher lhan liens to be released prior lo or at closing.
249
257
I contingent liability affecting Ihe Property arising under any environmental law.
258 significant risk of contaminating the Properly due lo future migration from other properties. *See Attached Rider.
the presence of an underground storage lankfs) or material levels of hazerdous substances eilher on Ihe Property or presenling a
259
260
Q A qualified independent inspector of Buyer's choice conducting en inspection/mgd%p$t%
at (Buyer's)- [STRIKE ONE] expense, which discloses no defecls. A defect
261 is defined as a structural, mechanical or olher condilion would have e significant adverse ellecl on the value of the Propew; that would significantly
262 impair the health and safely of future occupants of the Property: or that if not repaired, removed or replaced would significantly shorten or have a
263 significantly adverse ellect on the expected normal
264 This conlingency shall %de med salisfiad unless Buyer.
265 assessment linspeclion~~~~~nd a written notice lisling
266 objects. Defecls dommnclude condilions the nature and extent of which Buyer had aclual knowledge or wrinen notic
~~
a copy of the report and notice to listing broker. if Property is listed. promptly upon delivery to Seller.
ADDENDA: Theattached Exhibits "A", "B" , "c" , "D" "E" nF88 and "G88 , ,
259 I ADDITIONAL PROVISIONS I See Attached Exhibit "G" .
270 If anv rantlIlaPnrv rpf-rrpd +n a+ T.1n-s 777 76'2 nr A+ F-
27, or ifLBuyer csnnoi in qood faith obtain any o=documentation referred to within said
272 contingency within the time allowed for satisfying said continqency, this Offer is null and
273 void.
mare made part of lhis Oller.
.. "r:" is nn+ s;l+,cF- ..
274 IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD CAREFULLY READ THIS
275 DOCUMENT. BROKERS MAY PROWDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT ARE PROHIBITED BY LAW FROM
276 GIVING ADWCE OR OPINIONS CONCERNING YOUR GHTS UNDER THIS OFFER OR HOW TITLE SHOULD BE TAKEN AT CLOSING. AN
277 ATTORNEY SHOULD BE CONSULTED IF LEGAL -. ~
278 Thls Offir was dm
279 CITY OF MUS
Donald S. Molter, Jr., Area,tbltN,Mw 5. Riffle, S.C.
(Llcanrse and Flml
.. . ~ ~~
284 EARNEST MONEY RECEIP@roker acknowledges receipl oiearnest money as per line io of the above Offer.
285 Broker (By)
286 SELLER ACCEPTS THIS OFFER. THE WARRANTIES. REPRESENTATIONS AND COVENANTS MADE IN THIS OFFER SURWVE CLOSING AND THE
287 CONVEYANCE OF THE PROPERTY THE UNDERSIGNED HEREBY AGREES TO CONVEY THE ABOVE-MENTIONED PROPERrY ON THE TERMS
288 AND CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS OFFER.
NP3 WI 30056 LIMITED LIABILITY COMPANY
289 (x) BY:
290 (Sdsr's Skmluurs) A PnOl Nam hem. b (Social Ssrum No) (oarel
293 Thls Offer was presented to Seller by on , 19 ~, at- am1p.m.
204 THtS,OFFER IS REJECTED 295 ,saner I",,iSlS/ (Dale) (Sene, ,"*ah) [Dare)
THIS OFFER IS COUNTERED [See anached counterl
FINANCING CONTINGENCY
City of Muskego/Library/Parkland Mall
prior to closing a written opinion of its bond counsel that
financing is firm to finance the acquisition and rehabilitation
of the property subject to this acquisition in a total amount of
not less than $6,235,000.00, of which not less than $3,030,000.00
will be tax exempt financing, with an interest rate of not more
than 6.5%, for a term of not less than 20 years, with payments
amortized over the term of the loan and the remaining financing
will not be tax exempt, with an interest of not more than 0.5%,
over the term of the loan. Prior to closing, if Buyer is able to
for a term of not less than 10 years, with payments amortized
obtain an opinion of its bond counsel indicating that financing
is firm to the satisfaction of said bond counsel, a copy of the
be considered to be satisfied. If this contingency is not
same shall be provided to the Seller and this contingency shall
bond counsel, this Offer is null and void.
satisfied prior to closing by the written opinion of the Buyer's
This Offer is contingent upon Buyer being able to obtain
RIDER TO OFFER TO PURCHASE
City of Muskego/Library/Parkland Mall
1. Line 258. In addition thereto, this Offer is contingent
upon a qualified independent environmental consultant of
Buyer's choice conducting a Phase I1 Environmental Study of
the property which discloses no defects. A defect is
material contingent liability affecting the Property arising
defined as a material violation of any environmental law, a
under any environmental law, the presence of an underground
storage tank(s) or material levels of hazardous substances
either on the Property or presenting a significant risk of
contaminating the Property due to future migration from
other properties.
2. Line 263. These inspections include, but are not limited
to, inspections by a structural engineer, a roofing expert
and an inspection by an architect.
EXHIBIT "A"
Sale. Seller hereby agrees to sell and deliver to Buyer and
Buyer hereby agrees to purchase from Seller, subject and pursuant
to the provisions of this Offer, the following property, rights
and interests (collectively, the "Property") :
the "Land") legally described on Page 2 of this Exhibit
(a) Fee simple title to that certain land (collectively,
attached hereto and which is located at S74 W17000
Janesville Road, Muskego, Waukesha County, Wisconsin and
commonly known as Parkland Mall Shopping Center;
(b) All buildings, improvements and fixtures (collectively,
the "Improvements") including a one-story enclosed shopping
center (the "Building") containing 'approximately 147,200
square feet of gross building area and approximately 124,000
of the Land located at S74 W17000 Janesville Road, Muskego,
square feet of gross leasable area situated upon the portion
Waukesha County, Wisconsin, but specifically excluding any
improvements and fixtures which are the property of any
on the Land;
tenant under any of the Leases (hereinafter defined) located
(c) All easements, rights of way, rights, privileges,
tenements, hereditaments, uses and interests appurtenant to
the Land or the Improvements (collectively, the
"Appurtenances") ;
(d) The entire right, title and interest of the Landlord
under all lease and rental agreements demising space within
or relating to the Improvements, including the interest of
the Landlord in all security deposits and other funds held
pursuant to said leases (collectively, the "Leases"), a
schedule of which Leases is included in Exhibit "D" of this
Offer to Purchase.
kind and description, tangible and intangible, located upon
(e) All personal property and rights of Seller of every
and used in the ownership, maintenance or operation of the
Land or the Improvements (collectively, the "Personalty") ;
and
(f) All of the right, title and interest of Seller in and
utility and service contracts relating to the Property or
to all management, personal property leasing, maintenance,
portions thereof (collectively, the "Contracts") .
1 Of 2
e EXHIBIT "A"
Legal Description
That part of the Northwest One-quarter (1/4) of Section Ten (lo), in Township Five (5)
North, Range Twenty (20) East, in the city of Muskego, county of waukesha, State of
Wisconsin, bounded and described as follows: commencing at the southwest corner of said
1/4 Section; thence North 1'09'27- West along the West line of said 141 Section, 774.00
feet to a point; thence North 88'50'33" East on a line at right angles to the west line of
the point of beginning of the land to be described; thence continuing North 88O50'33" East
said 114 Section, 50.00 feet to a point in the East line of Lannon Road, said point being
on a line at right angles to the West line of said 1/4 Section, 100.00 feet to a point;
thence North 1'09'27" West on a line parallel to the West line of said 1/4 Section, 200.00
feet to a point; thence South 77-35. East on a line 293.37 feet to a point; thence South
27.33' East on a line 210.00 feet to a point; thence North 62'27' East on a.line 160.00
feet to a point; thence South 27'33' East on a line 28.22 feet to a point; thence North
62'27' East on a line 16.08 feet to a point; thence South 27'33' East on a line at right
angles to the Northerly line of Janesville Road (S.T.H. feet to a point in
along the Northerly line
of said Janesville Road, 726.81 feet to a point; thence North 27'04' West on a line 176.80
eet to a point; thence south 88'50'33" West on a line.at right angles to the West line of
the Northerly line of Janesville Road; thence
*aid 114 Section, 106.00 feet to a point in the East line of said Lannon Road; thence
North 1'09'27" West along the East line of said Lannon Road, 541.84 feet to the point of
beginning.
574 W17000 Janesville
Tax Key NO. MSKC 2198-984
2 Of 2
..................................................................................................................... Q .............................................................................................. , Selkr. hemby conveyr to
.......................................................................................................................... ..................................................................................... 9uycr. for a (ood and valuable wnsidcracion
dl d &ller'l intercrl in (the following dercni pcnonal propny) (dl perrorul prqmty listed on the rnached exhibit). (Suite as applicable).
Seller hereby warrants and reprcscnu that Seller owns said personal property free and clear or all liens md rncumbrances. hat Seller has rial 10 sell the same and Seller will warrant and defend thc same against the lawful claims and demands of all persons. except:N\loP.C?. .. .. ..
...
Now: The above warranty applies only 10 rille. if thcrc arc any olhcr warranties or representations as (0 other characteristics of the personal
popcrty. I separate agreement must k drafted.
Dated lhis day of
(SEAL)
... ...
a.... .. .... ......
day of .. ... . 19
rbvod nrmd .............. .....
...... ... ... .....
3
. 19
(SEAL)
STATE OF WISCONS~N
ACXi.IO'NLEDGSMENT ] IS. ......
Senonally camc ::.?lore ;ne his
. . , County
.lay or . . ... . 19
'Jlc rbvr anmcd
... ... ..... ..
.......
'. ..
Notary Public, ... .. Counly. Wisconsin
My Commission . .
...... ...
.............................................
'~fl;'' .E: )ACivr.>',3 STAT€ WAR "3F %'ISCONS?;
EXHIBIT "C"
Condition of the ProDerty.
Buyer shall accept the property in an "as is" and "where-is"
condition as of the Closing and Buyer agrees that Seller has
not and does not make any representations or warranties of
any kind whatsoever, express or implied, to Buyer regarding
of the Property for any intended or particular use, any and
the Property, the condition of the Property or the fitness
being hereby expressly waived by Buyer and disclaimed by
all such representations and warranties, express or implied,
has not been induced to execute this contract by any act,
Seller. Buyer represents and warrants to Seller that Buyer
statement or representation of Seller or its agents,
employees, beneficiaries or representatives. Without
limiting the generality of the foregoing, Buyer acknowledges
warranty pertaining to the Property with respect to (i) the
that Seller has made, and hereby makes, no representation or
total area of the Land or the Improvements; (ii) the nature
of the soil on and underlying the Land or its suitability
for development or any other use thereof, (iii) compliance
or non-compliance of the Land or the Improvements with
environmental laws or regulations and (iv) the presence or
absence of hazardous or toxic substances.
EXHIBIT "D-1" ,
MUSKEGO/PARKLAND MALL SHOPPING CENTER
LEASE SUMMARY
Tenant :
Tenant Contact Person:
Address :
Lease is (written) (oral). (If written, attach copy of current
lease document.) (If oral, attach
any written documentation of
terms.) (Original documents to be
received at closing.)
Payment Due Date:
Last 12 Month Payment History: (Payment due on
received on .)
Termination Date:
Applicable Options:
Status :
Tenant's Obligations:
Security Deposit of $ was paid on
Tenant (did) (did not) complete a property condition report upon
commencement of tenancy. (If so, attach copy; original to be
received at closing.)
Page of
EXHIBIT "D-2"
ASSIGNMENT OF LESSOR'S INTEREST IN LEASES
consideration, assigns to
, assignor, for valuable
interest in certain Leases affecting all of the properties in the , Lessor's
Parkland Shopping Center. The terms of all Leases affecting said
properties are described in the attached "Lease Summaries" and
are true and accurate.
Assignor is the owner of the Lessor's interest in all Leases
affecting said properties and has the good right to assign said
Lessees as of the date of the execution of this document are not
interest and is not in default as to any of said Leases; that all
in default under said Leases.
Tenants in a form acceptance to Buyer at least ten (10) days
Assignor will deliver to Buyer estoppel affidavits from
prior to closing.
STATE OF WISCONSIN 1
COUNTY OF
) ss.
1
Personally came before me this day of
1997, the above named to me known to be
the person who executed the foregoing instrument and acknowledged
the same.
NOTARY PUBLIC, STATE OF WI
My commission:
This Instrument Was Drafted By:
Attorney Donald S. Molter, Jr.
Arenz, Molter, Macy & Riffle, S.C.
720 N. East Avenue, P.O. Box 1348
Waukesha, Wisconsin 53187-1348
1 Of 2
EXHIBIT "D-2"
MUSKEGO/PARKLAND MALL SHOPPING CENTER
LEASE SUMMARY
Tenant :
Tenant Contact Person:
Address :
Lease is (written) (oral). (If written, attach copy of current
any written documentation of
lease document.) (If oral, attach
received at closing.)
terms. (Original documents to be
Payment Due Date:
Last 12 Month Payment History: (Payment due on
received on )
Termination Date:
Applicable Options:
Status :
Tenant's Obligations:
Security Deposit of $ was paid on
Tenant (did) (did not) complete a property condition report upon
commencement of tenancy. (If so, attach copy; original to be
received at closing.)
2 Of 2
EXHIBIT "E"
Operation of ProDertv Prior to the Closins Date. From and after
the date on which .this Offer is fully executed by Seller to and
including the Closing Date:
(a) Seller shall maintain and operate the Property in the
same condition as exists on the date of execution of this
contract, reasonable wear excepted, except that the property
at all times shall be maintained in a manner which is not in
violation of any Federal, State or local ordinance or
similar rule or standard.
(b) Seller shall not consent to the renewal, extension or
modification of any Lease (other than in accordance with the
provisions of renewal or extension options contained in such
Lease in effect on the date of execution of this contract),
execute any amendment to any Lease or execute any new lease
demising space within the Improvements or upon the Land
without the prior written approval of Buyer, which approval
shall not be unreasonably withheld or delayed by Buyer.
(c) Seller shall not terminate any contract or renew or
operation or maintenance of the Property, or any portion
enter into any new contract relating to the ownership, use,
thereof, which runs with the Property or which shall be
binding on Buyer other than in the ,ordinary course of
business or as otherwise required to comply with Seller's
obligations hereunder, without the prior written approval of
Buyer.
(d) Seller shall maintain in full force and effect all
insurance coverage insuring the Property which is in effect
on the date this contract is fully executed by Seller and
Buyer.
(e) Seller shall act in a reasonable, businesslike manner
to compel performance by the Tenants and parties to the
performed by such Tenant and parties prior to the Closing
contracts of all obligations, covenants and agreements to be
Date.
obligations, covenants and agreements required to be
(f) Seller shall perform or cause to be performed all
performed by Seller under the Leases and all contracts prior
to the Closing Date.
laborers, or materialman's lien to be filed by reason of
(g) Seller shall not suffer or permit any mechanics,
1 Of 2
EXHIBIT "E"
work, labor, services or materials supplied or claimed to
or otherwise contracted for by Seller, nor shall Seller do
have been supplied, to the Property (or any portion thereof)
anything else that in any way will or may encumber the
interest of Seller in and to any portion of the Property.
Property becomes subject to any lien or encumbrance as a
If, in violation of this Paragraph, any portion of the
same to be discharged of record or bonded over to the
result of any act of Seller, and Seller fails to cause the
notice of the filing thereof has been delivered to or
reasonable satisfaction of Buyer within ten (10) days after
be in default under this contract and Buyer shall be
otherwise received by Seller, then Seller shall be deemed to
entitled to exercise all of the rights and remedies
available to Buyer on account thereof.
2 Of 2
EXHIBIT "F"
Deliverv of Documents.
(a) Within fifteen (15) days after the full execution and
delivery of this Offer by Seller and Buyer, Seller, at
Buyer, the following in addition to items noted on Lines
Seller's expense, shall deliver or cause to be delivered to
241-247 of this Offer (except that documents the Seller
delivered to Buyer prior to the full execution and delivery
of this Offer need not be re-delivered):
(i) copies of the Leases (including all amendments,
extensions and renewals thereof);
(ii) copies of all of the contracts (including all
amendments thereof);
(iii) copies of all real estate and special assessment bills
and water bills relating to the Property for the
current year: and
(iv) copies of all engineering reports, surveys, title
insurance policies, floor plans, as built architectural
pertaining to the Land and/or the Improvements within
drawings, inspection reports and other similar items
Sherman & Sons ("Manager") , the manager of the
the possession or control of the Seller or Benjamin E.
Property.
EXHIBIT "G"
This Offer is contingent upon each of the following conditions:
1. Seller's execution on or before closing of the original of
the condemnation documents, a copy of which is attached
hereto.
2. Seller's compliance with the Wisconsin Bulk Sales Law.
3. Seller's operation of the property prior to closing in the
manner described on Exhibit "E" of this Offer entitled,
"Operation of Property Prior to the Closing Date".
4. Buyer succeeding in rezoning the property to accommodate
Buyer's intended use of a portion of the property for
public, municipal governmental uses prior to closing. Buyer
shall, in good faith, reasonably attempt to satisfy this
rezoning contingency.
These contingencies shall be deemed satisfied unless Buyer, at or
before closing, delivers to Seller written notice of failure to
satisfy any one of these contingencies.
Page 1 of 8
EXHIBIT "G"
ADMISSION OF SERVICE
Due Service of a Copy of:
CERTIFICATE OF COMPENSATION & NOTICE OF
RIGHT TO APPEAL THE AMOUNT OF COMPENSATION
PURSUANT TO WISCONSIN STATUTES 532 06(2a)
Admitted this day of , 1997.
NP3 WI 30056 Limited Liability Company
By :
Page 2 of 8
EXHIBIT "G"
AMOUNT OF COMPENSATION PURSUANT
NOTICE OF RIGHT TO APPEAL THE
TO WISCONSIN STATUTE §32.06(2a)
Any person named in the Certificate of Compensation, a copy
of which is attached hereto, may within six (6) months after the
date of recording of said Certificate, appeal from the amount of
compensation therein stated in the manner by filing a petition
with a Judge of the Circuit Court for Waukesha County, Wisconsin
for proceeding to determine the amount of just compensation in
accordance with Wisconsin Statute §32.06(7). For purposes of any
such appeal, the amount of compensation stated in the Certificate
shall be treated as the award and the date the conveyance is
recorded shall be treated as the date of taking and the date of
evaluation.
Dated this day of , 1997.
CITY OF MUSKEG0
0
ATTEST :
~~
DAVID L DE ANGELIS, Mayor
~~
JEAN K. MARENDA, Clerk
Page 3 of 8
EXHIBIT "G" 1) CERTIFICATE OF COMPENSATION /I e. Document No. 11
Pursuant to Wisconsin Statute §32.06(2a),
this document shall be recorded with the.
Waukesha County Register of Deeds, Waukesha,
Wisconsin.
That the City of Muskego has acquired fee
pursuant to §32.06 of the Wisconsin Statutes.
simple title in the property described below
1. The identity of all persons having
an interest of record in the property
immediately prior to its conveyance is as
Return To:
follows : City of Muskego
NP3 WI 30056 Limited Liability Company
P.O. Box 903
2. The legal description of the property
in which fee simple title was acquired is Tax Key No. MSKC 2198-984
as follows:
See Attached Legal Description
Marked Exhibit "A"
3. The matter of the interest acquired and the compensation for
such acquisition is as follows:
The matter of the interest acquired is fee simple title
building purposes.
for use as a public library and other municipal
The amount of compensation is $
Dated this day of , 1997.
CITY OF MUSKEG0
David L. De Angelis, Mayor
ATTEST :
CITY SEAL
Jean K. Marenda, Clerk
0 This Instrument Was Drafted Bv:
Attorney Donald S. Molter, Jr.
Arenz, Molter, Macy & Riffle, S.C
Waukesha, Wisconsin 53187-1348
720 N East Avenue, P.0 Box 1348
Page 4 of 8
EXHIBIT "G"
EXHIBIT "A"
Legal Description
That part of the Northwest one-quarter (1/4) of section Ten (IO), in Township Five (5)
North, Range Twenty (20) East, in the City of nuskego. county of waukesha, Szate of
Wisconsin, bounded and described as follows: Commencing at the Southwest corner of said
1/4 Secrion; thence North 1'09'27- West along the West line of said 14/ Section, 774.00
feet to a point; thence Nonh 88'50'33- East on a line at right angles to the West line of
the point of beginning of the land to be described; thence continuing North 88'50'33" as;
said 1/4 section, 50.00 feet to a point in the East line of Lannon Road, said point being
on a line a: right angles to the west line of said 1/4 Section, 100.00 feet to a point;
thence North 1'09.27" West on a line parallel to the West line of said 1/4 Section, 200.00
feet to a point; thence South 77'35' East on a line 293.17 feet to 4 point; thence South
27'33' East on a line 210.00 feet to a point; thence North 62'27' East on a-line 160 00
feet to a point: thence South 27'31' Ease on a line 28 22 feet to a point; thence North
62'27' East on 2 line 16.08 feet to a point; thence south 27.33' East on a line at right
the Northerly line of Janesville Road; thence South 62'22'/ e5 along the Northerly line
angles to che Northerly line of Janesville Road (S.T.A 417.31 feet to a point in
of said Janesville Road, 726.81 feet to a point; thence North 27'04. West on a line 176.80
feet to a point; thence south 88'50'33- West on a line at right angles to the Kest line of
said l/d section, 106.00 feet to a point in the East line of said Lannon Road; thence
beginning.
North 1'09'27" West alona the East line of said Lannon Road, 541.84 .feet to the poinc of
574 W17000 Janesville
0 .' "F
Tax Key NO. MSKC 2198-984
Page 5 of 8
EXHIBIT "G"
WAIVER OF APPRAISAL. RECOMMENDATION & APPROVAL
Owner: NP3 WI 30056 Limited Liability Company
Acquisition of: See Attached Legal Description
Interest Acquired: Fee Simple Title for Property For Use as
Building Purposes
a Public Library and Other Municipal
The undersigned owner of land designated as in the attached
legal description, containing approximately acres, agrees
to accept settlement in the amount of
Dollars as full payment for the fee simple title stated, subject
to the approval of the City of Muskego.
The undersigned owner has been fully informed of the right
to have the property appraised, and to receive just compensation
based upon an appraisal, has decided to'waive the right to an
appraisal.
The undersigned owner further states that the decision to
waive such right to an appraisal was made without undue influence
or coercive action of any nature.
It is intended that the instrument of conveyance will be
executed upon presentation by the City of Muskego, agents or
representatives.
Dated this day of , 1997.
NP3 WI 30056 Limited Liability Company
Page 6 of 8
a
EXHIBIT "G"
EXHIBIT "A"
Legal Description
That par: of the Northwest one-quarter (1/4) of Section Ten (lo), in Township Five (5)
Norzh, Range Wenzy (20) East, in the City of nuskego, county of Waukesha, S:ate of
Wisconsin, bounded and described as follows: Comvencing et the Southwest corner of said
l/4 section: thence North 1'09'27' West along the West line Of said 14/ Section, 774.00
feet to a point; thence Norch 88'50'33" East on a line at right angles to the West line 0:
said 1/4 Section, 50.00 feet to a point in the East line of Lannon Road, said point being
on a line a: right angles to the West line of said 1/4 section, 100.00 feet to a point;
the point of beginning of the land to be described:, thence continuing North 88'50.33" Easi
thence North 1'09'27" West on a line parallel to the West line of said 1/4 Section, 200 00
feet to a point; thence south 77.35' East on a line 293.37 feet to a point: thence south
27'33' East on a line 210.00 feet to a point: thence North 62'27' East on a.line 160 00
feet to a point; thence south 27'33' East on a line 28.22 feet KO a point; thence North
62'27' East on a line 16.08 feet to a point; thence South 27'33' East on a line at righr
angles to the Northerly line of 3anesville Road (S.T.H
the Northerly line of Janesville Road: thence South 62 *E./ "34-v es along the Northerly line
417 31 feet to a point in
of said Janesville Road, 726.81 feet to a point; thence North 27'04' West on a line 176.80
raid 116 Section, 106.00 fee: to a point in the East line of said Lannon Road: thence
fee: to a point: thence south 88.'50.33- west on a line at right angles to the xes: line of
beginning.
North 1'09'27" West along the East line of said Lannon Road, 541.84 feet to the point of
574 W17000 Janesville
Tax Key NO. MSKC 2198-984
Page 7 of 8
EXHIBIT "G"
WAIVER OF APPEAL RIGHTS AS TO
AMOUNT OF COMPENSATION PURSUANT
TO WISCONSIN STATUTE 532.06
For valuable consideration, hereby acknowledged by the
undersigned, we hereby waive any and all rights that we may have
to appeal the award of compensation made under Wisconsin Statute
S32 06.
Dated this day of , 1997.
NP3 WI 30056 Limited Liability Company
By :
Page 8 of 8