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CCR1994155COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #155-94 RESOLUTION AS TO OFFER TO PURCHASE (Water Reservoir Site) BE IT RESOLVED that the Common Council of the City of Muskego, upon the recommendation of the Finance Committee, does hereby approve the attached Offer to Purchase made by the City of Muskego to Waste Management of WI, Inc. for zero (0) dollars for a parcel of land, legal description contained in said offer, for a water reservoir site. BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized to sign and execute the Offer to Purchase and all the necessary attached documents in the name of the City if approved by the City Attorney. BE IT FURTHER RESOLVED that the Mayor and Clerk are authorized to negotiate and execute a counter-offer or revised offer if necessary with the approval of the City Attorney. DATED THIS 26TH DAY OF JULY , 1994. SPONSORED BY: FINANCE COMMITTEE Ald. Patrick A. Patterson Ald. Edwin P. Dumke Ald. David J. Sanders This is to certify that this is a true and accurate copy of City of Muskego. Resolution #155-94 which was adopted by the Common Council of the 7/94 jmb I 53 ,.. 54 ITEMS NOT INCLlIDEI) IN TllE SA1.E: .N<,ne... .. ,. .. ... ....................... k4 fi5 66 67 68 69 70 71 72 73 74 75 76 .............. Illuyer ,. ..... 111. . ay: ................................ (S1.llv.l Richard' L. Ancelet, Preddent LEGAL DESCRIPTION' Lot 1 of Certified Survrly Map Kc. 7300, recorded on February 24, 1994 in Volume 62 of Certified Survey Maps on Pages 20, 21 and 22, as Document No 1341.518, being a part of the Nw 3 of the NE of Section 18, Town 5 North, Range 20 East, City of Muskego, County of Waukesha, Stat.e of Wisconsin. Part of Tax Key No. MSXC: 2229.9?7 _"""""""""""~"""" .. . ""I""""""""""" SPECIAL PROVISIONS 1. Seller shall pay all 1994 prqerty taxes on property known as Tax Key No. 2229.997. hs 110 the portion of the property being purchased by the Bzyex, the proportionate share (based upon acreage) of the taxes shall be calculated when the 1994 tax bill becomes available and the hver shall reimburse the 2 Sellar at the time of payir.ent: of said-1994 taxes for its prorated share of the 1994 CBXCS. Special assessmen:s oil the property consist of the following and shall be paid as follows: A. Water reserve 2apacity assessments and sewer reserve capacity assessments shall. remain on the portion of the property the B-.:ycr is buying and on the portion of the property remai:?ing in :?!e ownership of the Seller, and when and if said assessm+nts become &e, shall be the responsibility of t.he owcer o! each of said properties. However, the foregoing shall in no way alter, reduce or dated the -__"I limit the Sellcr's right:^ set ouc in the Agreement day ci Seller anci Euyer regar6i!lg Seller's discharging its leachate inco ::he City's sanitary sewers. B. The only other aseessaeats are water front foot I. . .. "_, .. ' 19" between the assessment in the amotzt of $9,333.59 as of April 21, 1994 ar?d sewer fro>; fox: assessr:lent in the amount of Tax Key No 2229 997. The amount of the watdr front $19,349 05 as of April 2;., 1954 as t.0 the entire parcel No. 2225.997 bcing acquired by the City is $5,004.73 as foot assessment: attributab3.e to that portion of Tax Key of April 21, li;94; the $5,304.73 referred to above is a portion of the Gefrrred water assessment and not that portion of the water zssessment being paid on installments. The amcunt of the sewer front foot assessment attributabie t~ tha: portion of Tax Key NO. ~pril 21, 1994; the $?1,620 (17 referred to above is a 2229.997 being acquirei by Lhe City is $11,620.07 as of portion of the deferred sewer assessment and not that portior. of the sewer g3::F:ssTnent being paid on installments. AS betwem the Buyer and the Seller, the Buyer shall be responsible for said assessments at'cributable 110 the portion of the land bein? purchased by the Buyer as stated above. ~13. remaining water and sewer front foot assessments shall be paid by Seller when due. 3. The Seller appxoached the City of Muskego wishins ts give the property which is the subject matter of this transaction to the City as it is contemplated that the City will be building a water reservoir on the property which is the subject of this transaction which will benefit ths Seller if there are any further problems with private wells Fr. rhe area of its 1andfil.l. The parties agree that the Seller approached the Buyer concerning this transaction ar.5 thac Buyer would not and is not proceeding in accord wi:h its condemnation power:;. For valuable consideration, :he seller hereby waives any t,ights it may have purs:ant to h'icccnsin Condemnation and RE:l,ocatim l.jsw. ADDEN3UM TO VACFNT LAND OFFER TO PURCHASE MADE EY THE CITY OF MUSKEG0 TO WASTE MMAGEMENT OF KISCONSIN, INC. 1. This offer i6 subject t,c all. of the Restrictions, Covenants and Conditions 5et forth GI! the Quit Claim Deed attached hereto as Exhibit il and nad? a part hereof. 2. This offer is contingent upm the Buyer execu;ing and delivering to the Seller at tho Closing contemplated herein, the Release atrachwi hereto as Exhibit B. 3. This offer is further cca?ir!<;e;i: upon the City paying all Seller's reasonablc at:orn.-y's fees associated with this transaction includ..no the Sell.er's attorney's preparation of this Offer to Purchese in thc. alnount of $ at closing. .... ....... ............................................ qult<laimn b ....... ~.i.~Y...n~...M.uak~g.~~. .a...Wis.c.o.zns.in ............. .. ,.Mun.ic~.~.a.l. .Cwmrn.t.io.n. ........... ................................. ... ............... ........... ...................................... .. ............................. ...................... ..... the following dcncribcd real estetc in .... Iia:ukesha. County. 6hte of W'irconrin: .......... -, . -. .. ." - ............. " "" - ... .IlW"'l 10 City of Muskego p.0. Box 903 Lot lrof Certified Survey Map No. 7300, recorded on '. a part of the NW 1,/4 of the NE 3./4 of Section 18, Town February 24, 1994 in ~Volw 62 of Certified Survey Maps Part of Tax Key No. MSKE ~.M~keg~++I-=53150 ;:."I on Pages 20, 21 and 22, as Docmmt No. 1941518, being T~~ pnrcel N~: .2228,,99? i Waukesha, State of Wisconsin. 5 North, Range 20 East, City of Muskego, County of ........... I THIS QUIT CLAIM DEED IS SUBJECT M THE RESTRICTIONS, COVWWS AND CONDITIONS ATTACHED HERFI'O AND MADE A ' PART HEREOF. I ..... ............. ,I ............ .(SGAL) By: (SEAL) Richard t.."AnCelet I President ................ ..,,I, , .. .......................... 0 '' ........................ a RESTRICTIONS, COVENANTS AND CONDITIONS This Quit Claim Deed i,; given hy Waste Management of Wisconsin, Inc. subject to the fo,llowing restrictions, covenants and conditions: 1. Neither the City (of Muskego nor any agent, employee or well on the property described her-ein invitee shall ever insta1,l a public or private water supply 2. Waste Management o€ Wisconsin, Inc. hereby advises that the property conveyed herein is located adjacent to a facility which has been placed on the National Priorities List (a/k/a Superfund) which :is currently undergoing remediation. The City of Muskego, by acceptance of this Quit Claim Deed, acknowledges that the property conveyed herein is located immediately adjacent t.0 a fazility undergoing remediation and releases Kastt: Management of Wisconsin, Znc. from any claims or causes of action that the City may have due to its possession, ownership a,nd control of the property conveyed herein, with the t?xcegtion that the City reserves any and all claims or causes of ac~ion fox contribution in the event any action or cla:.m i!:: cenrintled, maintained or brought against the City. 0 5. Kaste Management of Wisc:cmsir!, inc. makes no representations or warranties that: the propercy conveyed herein is or will be suitable fc:: :!?e use?; conc.emp1ar:ed by the City and advises that the !:ity shall undertake its own investigation of the property p:ior to :i!:.s acceptam? 32 this Deed. 4. The City of Muskego, its successors and assigns may use the property conveynd herein cnly for J water reservoir and for ne other purgosc rrkatsocvsr fc;r a period of ten years from the dart of this rkrd cunvey.i~~y rhe property in question; after that period of time, the City of Muskego, its successors or as$igns may USE the property for any purpose nay sell, transfer, alienate or otherwise convey the it sees fit; the City of Musk?go, its successors or assigns property herein ai: any rim but only for use as a water reservoir and for no other purpose whatsoever for a period of ten years from the date of this Deed conveyin9 this property; the City of Muskego, i.ts successora or assigns may herein free of all. restrictions, CovenanKs and conditions sell, transfer, al.ienate t'r otherwise convey the property atcached to this Iked at any time after the period of ten years from the date 02 this 354. 5 If the City of Muskego, it.s ~uc~essors and assigns fails to ucilize (meanirlg heginnin.j construction of the water reservoir) rhe property conveyeti herein within five years conveyed herein sha2.1 irnmediat.c:l.y reverr; to Waste Management from the date of t.his Deed, the:] 1;i.tle to the property of Wisconsin, Inc P 88 0 6. The City of Muskeqo, its SUCC~SSOTS and assigns may only sell, transfer, alienate or otherwise convey the property conveyed herein subject to che restrictions, covenants and conditions contained in this Deed for a period of ten years from the dace of ?-his Deed; if the property is conveyed in violation of said rest.rictione, covenants and conditions within ten years of the date of this Deed, the property conveyed shall imnediately revert to Waste Management of Wisconsin, Inc RELEASE WHEREAS, the undersigned Buyer has entered into a binding agraement (ttAgreement") to purchase u.?improved property located in the City of Muskego, Waukesha County, Wisconsin, from Waste Management of Wisconsin, Inc, (hereinafter "Waste Management"), more particularly described as €olJ.ows: Lot 1 Of Certified Survey Map NO. 7300, recorded on February 24, 1994 in Volume 62 a€ Certified Survey Maps a part of the Nw 'x of the NE K of Section 18, Town 5 North, Range 20 Ea.st, City of Maskego, County of Waukesha, State of Wisronsic Part of Tax Key No MSKC 2229.197 WHEREAS, pursuanz '-0 the tcms of said Agreement, Buyer has ,On Pages 20, 21 ad 22, as Document No. 1941518, being and agreed to give a Releast? to h'zstc Management; .and WHEREAS, Waste Managemerlc has deemed that said Release 0 constitutes an element of its bargain; and WHEREAS, Waste Msnisgement. anri euyer nave previously entered into the Stone Ridge I ~2nd IT hniif~ll Final Negociated Apreements, with Waste 14anagcrrle!?t. cxemtixg the same on February 24, 1992 and the City or: April 28, ,352, which Agreements provided that Waste Maningement woluld indemnify Buyer for certain events occurring a: the Solid Waste Facility and further provided tnat Waste Management would relcasti. B\;yer from environmental conditions and exposure; ad WHEREAS, the aboJe -2esczi+;i propcr,ty which Buyer desires to ourchase constitutes a portlor. i:,f t!~,? Srilici Waste Facility; and WHEREAS, the parl-,il.:s wish x1 c:Larify :hat the release and indemnification all hemtofore givcr~ by mste Manaqement shall r.0; apply to that prt:i.cn of! the 6c1!.id Waste Facility purchased by Buyer. NOW, THEREFORE, in conr:iaerat..i.3r. e? c!le cover.ants set forth ir. the Agreement, the al3equac:y of whicn he Buyer acknowledges, 3uycr agrees to the fol:lowii'l:z 1. Buyer, by er.et:utior: of t!:is full and complete Release, hereby releases Waste M,3nayemei?L f t'ox Lt12 release and EXHIBIT F indemnification preViou;ly give11 ty Waste Management to ~uye~ as * found in the Stone Ridgc: I and 11 Landfill Final Negotiated Agreements as that release and indzmnification applies to the above-described property conveyed to Buyer 2. This Relesse shall o?ly apply to the above-described property conveyed to Bq‘er by kizste Management and shall not in any way affect the indemnifica:ion a$rcement: given by Waste Managernenc to the City c.f Mushy purs~~anr. to the Stone Ridge I and 11 Landfill Final Negotiacaci AGrcernenrs as to property not conveyed to Buyer 3. Buyer acknowl.eages t.i?it. ky txecutio3 of this Release, it is waiving its rights and ?c~.h~r acknowledge that it has consulted with competext legal cO.dI:seJ. and has been advised by its legal counsel of the effect af it.:; cxecut-ion of the Release. 4. This Release shall rrml.rl i!: full force and effect md shall be binding upon chs hyer, its ageccs, employees, invitees, officers and officials a:d my zr,d ill: of its department, entities, partnerships, or jo~;:: vm:u.res. 5. For the purpcs,: of L!:S cy:-ecw:t, Waste Manage3er.t shall include Waste Kans!;e;idnt r:i ‘;,iFconsin, Inc. and any ar,d all agents, employees and af:liliat.cs of h’;i~te Management, including, without limitation, any ro:porztio!:ls or antiti.es controlling, controlled by or under cornrrcxi cc::cr:,>l with Waste Management. C.3 31’ MCSKEGC : ...-.... 13avlci :,, DE Angelis, Mayor I. ”i ^. . , . ~ STATE OF WISCONSIN COUNTY OF WAUKESHA ) ,.Tear; K, Marenda, Clerk 1 ss. I known to me t.n be the persons wkc. ~:r+?~~:.e!d the foregoing instrument for and on b?!Lalf of :.he C:iry of Kuskego. ”. NCTAi?’! PIlRI,IC, STATE OF WI MY commission expires: