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CCR1989250COMMON COUNCIL - CITY OF MUSKEG0 RESOLUTION 11250-89 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 approve the attached Offer to Purchase in the amount of $96,000.00 for an approximate four acre parcel (Delta Group, Inc. and/or Assigns - Industrial Park Addn. #l) approval of the City Attorney. in the City’s Industrial Park, contingent upon review and BE IT FURTHEK KESOLVED that the Mayor and Clerk are authorized to sign the necessary documents in the name of the City if approved by the City Attorney and if not approved, make a counter-offer approved by the Mayor. DATED THIS 26th DAY OF September , 1989. FINANCE COMMITTEE Ald. Edwin P. Dumke Ald. Daniel J. Hilt Ald. Harold L. Sanders ATTEST: City Clerk MCC: R250-89a 45 Dslcd 46 41 48 Name of licensee who negotisad above Counter-Offcer 52 (Seller) 51 54 Name of licensee who ncgolialed above Counter-Offer ISrller) THIS COUNTER-OFFER SHOULD BE ATTACHED TO THE OFFER TO PURCHASE. -. " .- - - T ~__ .A II~. "- .1 - - . .~ ~ .. . I_ 0 COMMON COUNCIL - CITY OF MUSKEG0 RESOLUTION #250-89 RESOLUTION AS TO OFFER TO (Delta Group, Inc. and/or 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 approve the atta,ched Offer to Purchase in the amount of $96,000.00 for an apbroximate four acre parcel (Delta Group, Inc. and/or Assigns - Industrial Park Addn. #I) in the City's Industrial Park. / BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized / to sign the the name of the City. DATED THIS DAY OF , 1989. FINANCE COMMITTEE Ald. Edwin P. Dumke / / ATTEST : / City Clerk 9/89 jz MCC: R250-89a Ald. Daniel J. Hilt Ald. Harold L. Sanders WE-13 VACANT LAND OFFER TO PURCHASE 1 ..... ............ BrooLfieJd, , . , .... Wimmsln. .. , . , .. , saPAwsr.??,. , , .. ,I& 2 THE BROKER DRAFW4G THIS OFFER IS THE AGENT OFfSELLERI m(Strikm aa appllcablcl. 3 IF ACCEPTED, THIS OFPER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH PARTIES I SHOULD READ THIS DOCUMENT CAREFULLY AND UNDERSTAND IT BEFORE SIGNING. 5 Theundersigned BUYW. .... .?elL.~.G.??UP,..!~C!. a?dP!?t .A!.?%??, ..... ......... 6 hereby offerr to pumha6e Be propmy known ns lSmaWS&dW f.O!JK, bc1e.P.. 0.f. ~4cant. .lend. io. Nukkea~. Xud ... .Pa: 7 in the Cicy of .. .Muskego. ... ....... E more particularly descdbed as: .. .%?e.! .d Y%V!t. .land. a<.,~he..??.?~h.V!?.!. ,C??.??< .?f..Cn6F.?P?~SC ,!?is .Cuuntyof W.4uke@!a. Riaconsin. .!e,!;. .of, front8 e D.llara(s.96.0~~,a~. ,) approximateljr..&mn ...................... 12 and on the terms and conditions as follows: 13 Earnem money of$ .1.000..00. in the form of .check, .SO. be. .pa.id, uit~~~.e~~~~~~afe~~"~,t f 0tt.l I4 money of$ 9.0.00,.00.. .. in the form of ,qhe.qk, I5 to bt paid wlllhln .I$. day0 of acceptance of this offer tm 16 Fsilure Of Bu or 10 rnakeeam@eimbney Payments no prodded voida offer at Seller's o<iion. Earnest money.If held by broke!. .. nnd the balancein cash atelsrlng. 17 rhdl be held !n din(l broker's trust account do? to acc~ptance of offer and thercdtcr ~n Ilstmg broker'. tru6t acco~nt oruntll 19 T~~EISOFT~EESSEP~CEASTO:ADD~T~ONALEA~NESTMONEYPAYMENT.A~C~~~~~~,~~~~~~~~~~~~~~, 18 aP lied tolhc urchasr rice at clo61ny or dlspuraed ng rovidcd herem or permftted by bw, 20 OCCUPANCY. DATE OF CLOSING AND AS TO ALL DATES INSERTED IN THIS OFFER EXCEPT: . , . 21 ......................................................................................................................... 22 TH~BUYER'SOBL~CAT~ONTOCONCLUDETW~STRANSACTIONISCONDITIONED~PONTHECON~U~MAT~~N 24 (I( this offer 18 subject to financing. survey. percolation test. opecitic zoninll or me. approva~ of recorded buildin@ and 23 OFTHE FOLL0WIE;G: 25 rtatrictions and CoYenOnLs. nr any other contingency. it mu61 be dated here. If none. 80 rub.) 26 ., .doe..ilf.t4$hhe4,R~ds, ... .............. 27 ...... .. 28 zg 31 ...... .................. 32 ........... .......... ... . . , . , . . , 33 34 .......................... ,.. .......... 35 ............ ............ ... 36 ............................ .... ............................................ 37 . . , , . . , , . ......................................................................... .......... .................. ... ... ...... ... ........................... \ .......... ,.. ......... .......... ............ ... , . . , . , , ......... .., ... ...... ,.., ......................... ......................... .., ............................ .......................................... ............... ... . , , . . , , . . ....... ......... .... ............ ......................................... .............. ........................ ,., .1 ...................... ............... .............. ...................... ...... ...................... 39 .. 38 40 ............................... ................................................ 41 .................................... ... .............. .......................... 41 .............. .... ............................ \ 43 .............. ............ ....................................................... 44 ................................... .... 45 ............................. .............. ............................ .. , ............................................... ............ ............................ ......... ..................................... ............ .............................. 51 ... ..... 53 ,.. 54 ITEMS NOT INCLUDED IN THE SALE: 56 . ....... ..... ..... ,., .., .. , ,.. ,., ..... ... ................. ......... ,.. .... ... ....... ... 63 61 68 65 61 69 70 72 71 74 73 16 7.5 77 70 79 0' e 96 91 98 100 99 101 I03 IO? 104 IO5 106 107 Ill9 IO8 111 110 I12 113 I14 I I5 I16 117 118 I19 I 20 I21 I22 : 21 14 23 26 .21 28 29 30 31 32 33 34 35 36 31 39 38 40 41 I io il I2 i4 i4 ........... ...... ...... SellrrandBu *raureCtOd;iinpoodfnlthanduaediliac"ce' and inure. to the?kt ofthe pwties to thin acreemant and t ..... .... . . , . , . , 1Buyer1 Buyer's Social Security No. ..... THIS OFFER IS HEREBY ACCEPTED. THE W HEREIN SURVIVE THE CLOSING OF THIS TRAK TATIONS MADE TO SELL AND CONVEY THE ABOVE.MENTIONED PROPERTY ON THE TERMS AND CONDITIONS HEREBY AGREES AS SET FORTH AND ACKNOWLEDGES KECEIPT OF A COPY OF THIS AGREEMENT Datsd ..... ,19. ... ........ Offer ia relacud (Sslln initial.) ..... isliied ... Seller'a Social Security No. ............ .. .... Broker mknowledme receipt ofinitlal QR~~CS~ money na per line line IS ofthe above offer. EARNEST MONEY RECEIFT ......................... Broker ....... ., 19. ,.. (BY ..... .., ...... I " .. ...". L. - P.4 . . " . . , .J RIDER TO OFFER TO PURCHASE The following terms end conditions are made a part of tho Offer to Purchase attached ae if fully incorporated therein and dated September 25, 1989 by end between the City of Huskego, as Seller, and Delta QrOup, Inc., as Buyer. A. EWER'S CONDITIONS OF CLOSING: 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 Contingencies") within the time indicated balaw for each of the Buyer's Contingencies. In the event that Buyer's Contingencies are not satisfied or waived by Buyer within such time, then this Agreement shall, et the option of Buyer and upon notice as 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 constitute a waiver by Buyer of the Buyer's Contingencies. Seller shall have no responsibility with respect to obtaining satisfaction of the Buyer's Contingencies except to the extent expressly set forth in this Offer, and Buyer shall be responsible for all coats and expenses in connection with the Satisfaction thereof. The Buyer'a Contingencies ara as fallows: 1. Buyer entering into an agreement with a builder/owner of the Buyer's choice to lease for a period of not lass then 15 yeare a building to be constructed on this site pursuant to Buyer's specifications. This agreement shall be entered into within 90 days from acceptance of this Offer or the Offer is null and void and all earnest money shall be returned to the Buyer. This leese agreement shall include an option for the Buyer to purchase the building. 2. Buyer at Buyer's expense obtaining soil borings and bearing Boil tests that are satisfactory to the Buyer within 90 days from acceptance of this Offer. 3. Seller providing Buyer Certified Survey Map prior to closing showing that the Property is a separate parcel. 4. Seller granting the Buyer within ninety (90) days of acceptance of this offer a Riaht of First Refuse& Contract to Purchase which is mutually acceptable to both Buyer and Seller for the contiguous two (2) acres to the weet. F.6 5. Seller providing at Seller's expense two CulVartS which will provide access to the property from two sides (This contingency may be satisfied after closing). 6. Receipt by Buyer of a certificate of occupancy from the City of Muakego authorizing Buyer to occupy and use the Property as a secondary aluminum smelter and ancillary office use. (This contingency must be met or waived by Buyer within 120 days after Seller's acceptance of thio Offat). 7. Buyer obtaining any and all federal, state and local approvals necessary to use the Property as e secondary aluminum smelter, including, the approval of the Environmental Protection Agency, the Wisconsin Department of Natural Resources, and the City oL Muskego. Buyer agrees to make application for all such approvals within fourteen days after Seller's acceptance of this Offer. (This contingency must be met or waived by Buyer within 120 days after Seller's acceptance of this Offer). \ 8. Buyer obtaining written commitmente from First Wisconsin National Bank for a Loan: the amount of the Loan shall not exceed 61,150.000.00. The interest rate on the Loan shall be a fluctuating rate to be adjusted daily which rate shall for each day be Two Per Cent (2.08 more than First Wisconsin's prime or reference rate of interest established for that day. The Loan Shall be used to provide Buyer with working capital and equipment necessary for Buyer's operation of a secondary aluminum smelter at the Property. The Loan shall be secured by a first lien seourity interest on all the business assets of Buyer and an assignment of Buyers's interest in its lease of the Property. (Buyer has already made application to First Wisconsin for the Loan. This financing contingency must be met or waived by Buyer on or before November 15, 1989). '. I 9. Receipt by Buyer of a written environmental audit or assessment of the Property (the "Environmental Report"), prepared by a qualified environmental engineer eelected by Buyer: which Environmental Report must not indicate any suspected or potentisl environmental hazards or problems with resp&ct to the Property and must otherwise be satisfaotory to Buyer. seller agrees to assiet in the preperation of the Environmental Report by providing all information reasonably requested, permitting soil samples to be taken from the Property, and Complying in a timely manner 2 SEP 26 '0'3 15:5r3 CPRRrlE C-LR551IEE lzl141273-3742 P.7 with any other reasonable requests of the persons preparing the Environmental Report. The cost of the Environmental Report shall be the Buyer's responsibility. If the Buyer shall not purchase the Property, then Buyer shall restore any damege to the Property resulting from any tests conducted with respect to the preparation of the Environmental Report. (This contingency must be met or waived by Buyer within 90 dsys after Seller's acceptance of this Offer). 8. SPECIAL IMPROVEMENTS: 1. The purchase price includes the following improvemehts: Sanitary sewer and 2" water laterals are at lot line and fully paid and available for use by Buyer. Buyer will connect to sewer and water including connection fees at Euyer's expense. Electric and telephone service is available along lot line. Natural gas is available in Drive. 2. If said streets are not permanently surfaced at the time of the completion of this transaction, maid atreeta when permanently improved shall be at the expense of the City and no special assessments with respect to the permanent improvements of the streets shall be aesessed against the property herein described, and the Buyer, his heirs and assigns, shall have no further obligation with respect hereto. C. It ia agreed between Buyer and sellerr 1. The provisions of paragraphs thirteen (13) and fourteen (14) of the Rules and Regulations for the Huskego Industrial Park as originally adopted by the City of Muskego by Resolution #145-70 on July 28, 1970, and further extended to cover Muskego Industrial Park Addition #1 on May 27, 1986, are incorporated herein by reference as if fully set forth herein. Said provisions provided in effect that in the event the Buyer should desire to resell a portion of the premises which are the subject of this Contract and which are not being used in connection with Buyer's business, that he must first offer the same to the City for repurchase. The City shall then have ninety (90) days to act upon said offer. 2. These provisions shall constitute covenants running with the land and shall be binding upon succesaors 3 \ P.8 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 has received a copy of the full text of the Rules and Regulations of the Huskego Industrial Park and that he has read and fully underetands SRGlO. 3. The warranty and representation made herein survive the closing of this transaction. EWER: DELTA GROUP, INC. SELLER: CITY OF MUSKEGO 1 \ I I I Y