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CCR2004048COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #048-2004 OFFER TO PURCHASE - ROSEWOOD ESTATES, INC. (Land for Future Public Improvement Purposes) WHEREAS, The Common Council of the City of Muskego adopted Resolution #47- 2004 on March 23, 2004 which accepted the road reservation from Rosewood Estates, Inc. for future public improvement purposes; and WHEREAS, An Offer to Purchase must be executed for said road reservation. NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of Muskego does hereby authorize the execution of the attached Offer to Purchase for the Rosewood Estates, Inc. property for a road reservation. BE IT FURTHER RESOLVED That the Mayor is authorized to make necessary technical changes, if needed, in consultation with the City Attorney to facilitate timely execution of the Offer and closing documents. BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to sign the Offer to Purchase, and necessary closing documents, in the name of the City and to extend the acceptance and/or closing dates, if necessary. DATED THIS 23rd DAY OF March ,2004. SPONSORED BY: Mark A. Slocomb, Mayor This is to certify that this is a true and accurate copy of Resolution #048-2004 which was adopted by the Common Council of the City of Musk~go. . ~KfY}~ CI,- -Treasurer 3/04jmb Approved by the Wisconsin Department of Regulation and licensing 7-1-99 (Optional Use Date) I I 1-1-00 (Mandatory Use Date) WB-13 VACANT LAND OFFER TO PURCHASE Wisconsin Legal Blank Co., Inc, Milwaukee. Wis, Page 1 of 5 1 21 GENERAL PROVISIONS ~ The Buyer, CITY OF MUSKEGO, a Wisconsin Municipal Corporation offers to purchase the Property known as [Street Address] see attached legal descri ption 4 inthe City of Muskego ,Countyof Waukesha 5 Wisconsin, (Insert additional description, if any, at lines 179 - 187 or attach as an addendum, line 188), on the following terms: 6. PURCHASE PRICE: Zero ------------------------------------------------------------------- 7 ------------------------------------------------ Dollars ($0.00--------------------------- ). 8. EARNEST MONEY of $ n/a accompanies this Offer and earnest money of $ n/a 9 will be paid within n/a days of acceptance. 10. THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing unless otherwise provided below. 11. ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the purchase price and transfer, free and clear of 12 encumbrances, all fixtures, as defined at lines 15 - 18 and as may be on the Property on the date of this Offer, unless excluded at line 14, 13 and the following additional items: None 14 . ITEMS NOT INCLUDED IN THE PURCHASE PRICE: None 15 A "Fixture" is defined as an item of property which is physically attached to or so closely associated with land so as to be treated as part 16 of the real estate, including, without limitation, physically attached items not easily removable without damage to the Property, items 17 specifically adapted to the Property, and items customarily treated as fixtures including but not limited to all: perennial crops; garden 18 bulbs; plants; shrubs and trees. CAUTION: Annual crops are not included in the purchase price unless otherwise agreed at line 13. 19. ZONING: Seller represents that the Property is zoned .? <; - ;:L 20 I ACCEPTANCE. Acceptance occurs when all Buyers and Sellers have signed an identical copy of the Offer, including signatures on 21 separate but identical copies of the Offer. CA UTlON: Deadlines in the Offer are commonly calculated from acceptance. Consider 22 whether short term deadlines running from acceptance provide adequate time for both binding acceptance and performance. 231 BINDING ACCEPTANCE. This Offer is binding upon both Parties only if a copy of the accepted Offer is delivered to Buyer on or 24 before -Y - I - 0)/ . CAUTION: This Offer may be withdrawn prior to delivery of the accepted Offer. 251 DELIVERY OF DOCUMENTS AND WRITTEN NOTICES ~ Unless otherwise stated in this Offer, delivery of documents and written notices 26 to a Party shall be effective only when accomplished by one of the methods specified at lines 27 - 36. 27 (1) By depositing the document or written notice postage or fees prepaid in the U.S. Mail or fees prepaid or charged to an account with 28 a commercial delivery service, addressed either to the Party, or to the Party's recipient for delivery designated at lines 30 or 32 (if any), for delivery to the Party's delivery address at lines 31 or 33. 30 Seller's recipient for delivery (optioni'JI); 31 Seller'sdeliveryaddress: ,-5' .à"r;< IN; 7. 3; ð J.~'ð d,<:> . ;rd. 32 Buyer's recipientfordelivery (optional): Mayor Mark A. Slocomb 33 Buyer's delivery address: City of Muskeg-o, P.O. Box 749, Muskeqo, WI 53150-0749 34 (2) By giving the document or written notice personally to the Party or the Party's recipient for delivery if an individual is designated at lines 30 or 32. 35 (3) By fax transmission of the document or written notice to the following telephone number: 36 Buyer: (/62 ) 67Q-,630 Seller: ( ) 371 OCCUP ANCY ~ Occupancy of the entire Property shall be given to Buyer at time of closing unless otherwise provided in this Offer (lines 38179 -187 orin an addendum per line 188). Occupancy shall be given subject to tenant's rights, if any. Caution: Consider an agreement 39 which addresses responsibility for clearing the Property of personal property and debris, if applicable. 40 I:LEASED PROFERTY ~ If Property is currently leased and lease(s) extend beyond closing, Seller shall assign Seller's rights under said 411ease(s) and transfer all security deposits and prepaid rents thereunder to Buyer at closing. The terms of the (written) (oral) ISTRIKE ONE I 42Iease(s),ifany,are No leases, written or oral, affect this property. 431 PLACE OF CLOSING ~ This transaction is to be closed a, . 44 no later than r~/J /' / / / 45 1 CLOSING PRORATIONS' " 46 47 48 49 50 51 52 531 PROPERTY COND/TION PROVISIONS. .. PROPERTY CONDITION REPRESENTATIONS: Seller represents to Buyer that as of the date of acceptance Seller has no notice ~J or knowledge of conditions affecting the Property or transactior\ 56 ::. Muskeqo City Hall , "'?ðC </ unless another date or place is agreed to in writing. ~ 59 A "condition affecting the Property or transaction" is defined as follows: [page 2 of 5, WB-13] 60 (a) planned or commenced public improvements which may result in special assessments or otherwise materially affect the Property 61 or the present use of the Property; 62 (b) completed or pending reassessment of the Property for property tax purposes; 63 (c) government agency or court order requiring repair, alteration or correction of any existing condition; 64 (d) any land division involving the subject Property, for which required state or local approvals had not been obtained; 65 (e) any portion of the Property being in a 100 year floodplain, a wetland or a shore!and zoning area under local, state or federal laws; 66 (f) conditions constituting a significant health or safety hazard for occupants of Property; 67 (g) underground or aboveground storage tanks on the Property for storage of flammable or combustible liquids including but not limited to 68 gasoline and heating oil which are currently or which were previously located on the Property; NOTE: Wis. Adm. Code, Chapter 69 Comm 10 contains registration and operation rules for such underground and aboveground storage tanks. 70 (h) material violations of environmental laws or other laws or agreements regulating the use of the Property; 71 (i) high voltage electric (100 KV or greater) or steel natural gas transmission lines located on but not directly serving the Property; 72 (j) any portion of the Property being subject to, or in violation of, a Farmland Preservation Agreement under a County Farmland Preservation 73 Plan or enrolled in, or in violation of, a Forest Crop, Woodland Tax, Managed Forest, Conservation Reserve or comparable program; 74 (k) boundary disputes or material violation of fence laws (Wis. Stats. Chapter 90) which require the erection and maintenance of legal 75 fences between adjoining properties where one or both of the properties is used and occupied for farming or grazing purposes; 76 (I) wells on the Property required to be abandoned under state regulations (Wis. Adm. Code NR 112.26) but which are not abandoned; 77 (m) cisterns or septic tanks on the Property which are currently not servicing the Property; - 78 (n) subsoil conditions which would significantly increase the cost of the development proposed at lines 271-272, if any, including, but not limited 79 to, subsurface fQ~ndations, organic or non-organic fill, dumpsites or containers. on Praperty which contained Of currently contain toxic or 80 hazardous matenals, high groundwater, soil conditions (e.g. low load bearing capacity) or excessive rocks or rock fonnations on the Property; 81 (0) a lack of legal vehicular access to the Property from public roads; 82 (p) prior reimbursement for corrective action costs under the Agricultural Chemical Cleanup Program; (Wis. Stats. 994.73.) 83 (q) other conditions or occurrences which would significantly increase the cost of the development proposed at lines 271 to 272 or 84 reduce the value of the Property to a reasonable person with knowledge of the nature and scope of the condition or occurrence. 85. PROPERTY DIMENSIONS AND SURVEYS: Buyer acknowledges that any land dimensions, total square footage/acreage figures, 86 or allocation of acreage information, provided to Buyer by Seller or by a broker, may be approximate because of rounding or other 87 reasons, unless verified by surveyor other means. CAUTION: Buyer should verify land dimensions, total square footage/acreage 88 figures or allocation of acreage information if material to Buyer's decision to purchase. 89. ISSUES RELATED TO PROPERTY DEVELOPMENT: WARNING: If Buyer contemplates developing Property or a use other than the 90 current use, there are a variety of issues which should be addressed to ensure the development or new use is feasible. Municipal and zoning 91 ordinances, recorded building and use restrictions, covenants and easements may prohibit certain improvements or uses and therefore should 92 be reviewed. Building pennits, zoning variances, Architectural Control Committee approvals, estimates for utility hook-up expenses, special 93 assessments, charges for installation of roads or utilities, environmental audits, subsoil tests, or other development related fees may need 94 to be obtained Of verified in order to determine the feasibility of development of, or a particular use for, a property. Optional contingencies 95 which allow Buyer to investigate certain of these issues can be found at lines 271 - 314 and Buyer may add contingencies as needed in 36 addenda (see line 188). Buyer should review any plans for development or use changes to detennine what issues should be addressed 97 in these contingencies. 98. INSPECTIONS: Seller agrees to allow Buyer's inspectors reasonable access to the Property upon reasonable notice ifthe inspections 99 are reasonably necessary to satisfy the contingencies in this Offer. Buyer agrees to promptly provide copies of all such inspection 100 reports to Seller,and to listing broker if Property is listed. Furthermore, Buyer agrees to promptly restore the Property to its original 101 condition after Buyer's inspections are completed, unless otherwise agreed in this Offer. An "inspection" is defined as an observation 102 of the Property which does not include testing of the Property, other than testing for leaking LP gas or natural gas used as a fuel source, 103 which are hereby authorized. 104 . TESTING: Except as otherwise provided, Seller's authorization for inspections does not authorize Buyer to conduct testing ofthe Property. 105 A "test" is defined as the taking of samples of materials such as soils, water, air or building materials from the Property and the laboratory 106 or other analysis of these materials. If Buyer requires testing, testing contingencies must be specifically províded for at lines 179 - 187 or 107 in an addendum per line 188. Note: Any contingency authorizing testing should specify the areas of the Property to be tested, the purpose IOB.of the test, (e.g., to determine if environmental contamination is present), any limiiations on Buyer's testing and any other material terms of 109 the contingency (e.g., Buyer's obligation to return the Property to its original condition). Seller acknowledges that certain inspections or tests 110 may detect environmental pollution which may be required to be reported to the Wisconsin Department of Natural Resources. 111. PRE-CLOSING INSPECTION: At a reasonable time, pre-approved by Seller or Seller's agent, within 3 days before closing, Buyer shall 112 have the right to inspect the Property to determine that there has been no significant change in the condition of the Property, except for 113 changes approved by Buyer. 114. PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain the Property until the earlier of closing or 115 occupancy of Buyer in materially the same condition as of the date of acceptance of this Offer, except for ordinary wear and tear. If, prior 116 to closing, the Property is damaged in an amount of not more than five percent (5%) of the selling price, Seller shall be obligated to repair 117 the Property and restore it to the same condition that it was on the day of this Offer. If the damage shall exceed such sum, Seller shall 118 promptly notify Buyer in writing of the damage and this Offer may be canceled at option of Buyer. Should Buyer elect to carry out this 119 Offer despite such damage, Buyer shall be entitled to the insurance proceeds relating to the damage to the Property, plus a credit towards 120 the purchase price equal to the amount of Seller's deductible on such policy. However, if this sale is financed by a land contract or a 121 mort a e to Seller, the insurance proceeds shall be held in trust for the sole purpose of restoring the Property. 122 FENCES Wisconsin Statutes section 90.03 requires the owners of adjoining properties to keep and maintain legal fences in equal 123 s ares were one or both of the properties is used and occupied for farming or grazing purposes. CAUTION: Consider an agreement 124 addressin res onsibility for fences if Property or adjoining land is used and occupied for farming or grazing purposes. 125 DELIVERY/RECEIPT Unless otherwise stated in this Offer, any signed document transmitted by facsimile machine (fax) shall be treated '26 in all manner and respects as an original document and the signature of any Party upon a document transmitted by fax shall be consider~d an original signature. Personal delivery to, or actual receipt by, any named Buyer or Seller constitutes personal delivery to, or actual re~~lpt .L8 by Buyer or Seller. Once received, a notice cannot be withdrawn by the Party delivering the notice without the consent of the Party receiving 129 the notice. A Party may not unilaterally reinstate a contingency after a notice of a contingency waiver has been received by the other Party. 130 The delivery provisions in this Offer may be modified when appropriate (e.g., when mail delivery is not desirable (see lines 25 - 3.6). 131 Buyer and Seller authorize the agents of Buyer and Seller to distribute copies of the Offer to Buyer's lender, appraisers, title insurance companies 112 and any other settlement seNice providers for the transaction as defined by the Real Estate Settlement Procedures Act (RESPA). Wisconsin Legal Blank Co, Inc 133 PROPERTY ADDRESS: See attached legal description [page30f5, WB-13] 1341 TIME IS OF THE ESSENCE ~ "Time is of the Essence" as to: (1~; (2) binding acceptance; (3) occupancy; (4) 135 date of closing; (5) contingency deadlines I STRIKE AS APPLICABLE I and all other dates and deadlines in this Offer except:. None 136 . If "Time is ofthe Essence" '17 applies to a date or deadline, failure to perform by the exact date or deadline is a breach of contract. If "Time is of the Essence" does not apply to a date or deadline, then performance within a reasonable time of the date or deadline is allowed before a breach occurs. 1391 DATES AND DEADLINES ~ Deadlines expressed as a number of "days" from an event, such as acceptance, are calculated by excluding 140 the day the event occurred and by counting subsequent calendar days. The deadline expires at midnight on the last day. Deadlines 141 expressed as a specific number of "business days" exclude Saturdays, Sundays, any legal public holiday under Wisconsin or Federal 142 law, and other day designated by the President such that the postal service does not receive registered mail or make regular deliveries 143 on that day. Deadlines expressed as a specific number of "hours" from the occurrence of an event, suchas receipt of a notice, are 144 calculated from the exact time of the event, and by counting 24 hours per calendar day. Deadlines expressed as a specific day of the 145 calendar year or as the day of a specific event, such as closing, expire at midnight of that day. 146 THE FINANCING CONTINGENCY PROVISIONS AT LINES 148 -162 ARE A PART OF THIS OFFER IF LINE 148 IS MARKED, 147 SUCH AS WITH AN "Xu. THEY ARE NOT PART OF THIS OFFER IF LINE 148 IS MARKED N/A OR IS NOT MARKED. 148 FINANCING CONTINGENCY: This Offer is contingent upon Buyer being able to obtain a 149 INSERT LOAN PROGRAM OR SOURCE first mortgage loan commitment as described below, within - days of acceptance of this 150 Offer. The financing selected shall be in an amount of not less than $ for a term of not less than years, 151 amortized over not less than years. Initial monthly payments of principal and interest shall not exceed $ 152 Monthly payments may also include 1/12th of the estimated net annual real estate taxes, hazard insurance premiums, and private 153 mortgage insurance premiums. The mortgage may not include a prepayment premium. Buyer agrees to pay a loan fee not to exceed 154 % of the loan. (Loan fee refers to discount points and/or loan origination fee, but DOES NOT include Buyer's other closing 155 costs.) If the purchase price under this Offer is modified, the financed amount, unless otherwise provided, shall be adjusted 156 to the same percentage of the purchase price as in this contingency and the monthly payments shall be adjusted as necessary to maintain 157 the term and amortization stated above. CHECK AND COMPLETE APPLICABLE FINANCING PROVISION AT LINE 158 OR 159. 158 0 FIXED RATE FINANCING: The annual rate of interest shall not exceed %. 159 0 ADJUSTABLE RATE FINANCING: The initial annual interest rate shall not exceed %. The initial interest rate shall 160 be fixed for months, at which time the interest rate may be increased not more than % per year. The maximum 161 interest rate during the mortgage term shall not exceed %. Monthly payments of principal and interest may be adjusted 162 to reflect interest changes. '1 LOAN COMMITMENT: Buyer agrees to pay all customary financing costs (including closing fees), to apply for financing promptly, and to provide evidence of application promptly upon request by Seller. If Buyer qualifies for the financing described in this Offer or other 105 financing acceptable to Buyer, Buyer agrees to deliver to Seller a copy of the written loan commitment no later than the deadline for loan 166 commitment at line 149. Buyer's delivery of a copy of any written loan commitment to Seller (even if subject to conditions) shall 167 satisfy the Buyer's financing contingency unless accompanied by a notice of un acceptability. CAUTION: BUYER, BUYER'S LENDER 168 AND AGENTS OF BUYER OR SELLER SHOULD NOT DELIVER A LOAN COMMITMENT TO SELLER WITHOUT BUYER'S PRIOR 169 APPROVAL OR UNLESS ACCOMPANIED BY A NOTICE OF UNACCEPTABILITY. 170 SELLER TERMINATION RIGHTS: If Buyer does not make timely delivery of said commitment, Seller may terminate this Offer if Seller 171 delivers a written notice of termination to Buyer prior to Seller's actual receipt of a copy of Buyer's written loan commitment. 172 FINANCING UNAVAILABILITY: If financing is not available on the terms stated in this Offer (and Buyer has not already delivered an 173 acceptable loan commitment for other financing to Seller), Buyer shall promptly deliver written notice to Seller of same including copies 174 of lender(s)' rejection letter(s) or other evidence of unavailability. Unless a specific loan source is named in this Offer, Seller shall then 175 have 10 days to give Buyer written notice of Seller's decision to finance this transaction on the same terms set forth in this Offer alJd this 176 Offer shall remain in full force and effect, with the time for closing extended accordingly, If Seller's notice is not timely given, this Offer shan 177 be null and void. Buyer authorizes Sener to obtain any credit information reasonably appropriate to determine Buyer's credit worthiness 178 for Seller financing. 1791 ADDITIONAL PROV!SIONS/CONTINGENCIES 'Seller, and any other entity whose name appears on any of 180 the ~tt.~C'hed doC'uments, shall execute the original of all attached documents on or before 181 ('1 md ng nt.ner tn~n t.ne 1 ega 1 desC'ri pt. ion. 182 183 184 185 186 187 188 [!]ADDENDA: The attached documents 1891 TITLE EVIDENCE ~ 190. CONVEYANCE OF TITLE: Upon payment ofthe purchase price, Seller shall convey the Property by warranty deed (or other <q1 conveyance as provided herein) free and clear of all liens and encumbrances, except: municipal and zoning ordinances and 19reements entered under them, recorded easements for the distribution of utility and municipal services, recorded building and use '"0 restrictions and covenants, general taxes levied in the year of closing äNj{ 194 195 (provided none of the foregoing prohibit present use of the Property), which constitutes merchantable title 196 for purposes of this transaction. Seller further agrees to complete and execute the documents necessary to record the conveyance. Jistare made part of this Offer. *including gap coveragè page 4 of 5, WB-13 197. FORM OF TITLE EVIDENCE: Seller shall give evidence of title in the form of an owner's policy of title insurance in the amount of the 198 purchase price on a current AL T A form issued by an insurer licensed to write title insurance in Wisconsin" CAUTION: IF TITLE 199 EVIDENCE WILL BE GIVEN BY ABSTRACT"JJ:ilß~E TITLE INSURANCE PROVISIONS AND INSERT ABSTRACT PROVISIONS. 200 II PROVISION OF MERCHANTABLE TITLE/~ shall pay all costs of providing title evidence. For purposes of closing, title evidence 201 shall be acceptable if the commitment for the required title insurance is delivered to Buyer's attorney or Buyer not less than 3 business 202 days before closing, showing title to the Property as of a date no more than 15 days before delivery of such title evidence to be 203 merchantable, subject only to liens which will be paid out of the proceeds of closing and standard title insurance requirements and 204 exceptions, as appropriate. CAUTION: BUYER SHOULD CONSIDER UPDATING THE EFFECTIVE DATE OF THE TITLE 205 COMMITMENT PRIOR TO CLOSING OR A "GAP ENDORSEMENT" WHICH WOULD INSURE OVER LIENS FILED BETWEEN THE 206 EFFECTIVE DA TE OF THE COMMITMENT AND THE DA TE THE DEED IS RECORDED. 207. TITLE ACCEPT ABLE FOR CLOSING: If title is not acceptable for closing, Buyer shall notify Seller in writing of objections to title by 208 the time set for closing. In such event, Seller shall have a reasonable time, but not exceeding 15 days, to remove the objections, and 209 the time for closing shall be extended as necessary for this purpose. In the event that Seller is unable to remove said objections, Buyer 210 shall have 5 days from receipt of notice thereof, to deliver written notice waiving the objections, and the time for closing shall be extended 211 accordingly. If Buyer does not waive the objections, this Offer shall be null and void. Providing title evidence acceptable for closing does 212 not extinguish Seller's obligations to give merchantable title to Buyer. 213. SPECIAL ASSESSMENTS: Special assessments. if any, for work actually commenced or levied prior to date of this Offer shall be 214 paid by Seller no later than closing. All other special assessments shall be paid by Buyer. CAUTION: Consider a special agreement 215 if area assessménts, property owner's associatIon ilssessments or other expenses are contemplated. . Other expenses" are one- 216 time charges or ongoing use fees for public improvements (other than those resulting in special assessments) relating to curb,gutter, 217 street, sidewalk, sanitary and stormwater and storm sewer (including all sewer mains and hook-up and interceptor charges), parks, street 218 Ii htin and street trees, and impact fees for other public facilities, as defined in Wis. Stat. ~ 66.55(1 )(c) & (t). 219 ENTIRE CONTRACT This Offer, including any amendments to it, contains the entire agreement ofthe Buyer and Seller regarding the 220 transaction. All prior negotiations and discussions have been merged into this Offer. This agreement binds and inures to the benefit of 221 the Parties to this Offer and their successors in interest. 222~ 223 Seller and Buyer each have the legal duty to use good faith and due diligence in completing the terms and conditions of this Offer. A 224 material failure to perform any obligation under this Offer is a default which may subject the defaulting party to liability for damages or 225 other legal remedies. 226 If Buver defaults, Sellermay: 227 (1) sue for specific perfårmance and request the earnest money as partial pàyment of the purchase price; or 228 (2) terminate the Offer and have the option to: (a) request the earnest money as liquidated damages; or (b) direct Broker to retum 229 the earnest money and have the option to sue for actual damages. 130 If Seller defaults, Buyer may: 131 (1) sue for spètific performance; or 232 (2) terminate the Offer and request the retum of the earl1est money, sue for actual damages, or both. 233 In addition, the Parties may seek any other remedies available in law or equity. 234 The Parties understand that the availability of any judicial remedy will depend upon the circumstances of the situation and the 235 discretion of the courts. If either Party defaults, the Parties may renegotiate the Offer or seek nonjudicial dispute resolution instead of 236 the remedies outlined above. By agreeing to binding arbitration, the Parties may lose the right to litigate in a court of law those disputes 237 covered by the arbitration agreement. 238 NOTE: IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD READ 239 THIS DOCUMENT CAREFULLY. BROKERS MAY PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT 240 ARE PROHIBITED BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS UNDER THIS OFFER OR 241 HOW TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS NEEDED. 2421 EARNEST MONEY' 243 . HELD BY: Unless otherwise agreed, earnest money shall be paid to and held in the trust account of the listing broker (buyer's agent 244 if Property is not listed or seller if no broker is involved), until applied to purchase price or otherwise disbursed as provided in the Offer. 245 CAUTION: Should persons other than a broker hold earnest money, an escrow agreement should be drafted by the Parties 246 or an attorney. If someone other than Buyer makes payment of earnest money, consider a special disbursement agreement. 247. DISBURSEMENT: If negotiations do not result in an accepted offer, the earnest money shall be promptly disbursed (after clearance 248 from payor's depository institution if earnest money is paid by check) to the person(s) who paid the earnest money. At closing, earnest 249 money shall be disbursed according to the closing statement. If this Offer does not close, the earnest money shall be disbursed according 250 to a written disbursement agreement signed by all Parties to this Offer (Note: Wis. Adm. Code ~ RL 18.09(1)(b) provides that an offer 251 to purchase is not a written disbursement agreement pursuant to which the broker may disburse). If said disbursement agreement has 252 not been delivered to broker within 60 days after the date set for closing, broker may disburse the earnest money: (1) as directed by 253 an attorney who has reviewed the transaction and does not represent Buyer or Seller; (2) into a court hearing a lawsuit involving the 254 earnest money and all Parties to this Offer; (3) as directed by court order; or (4) any other disbursement required or allowed by law. 255 Broker may retain legal services to direct disbursement per (1) or to file an interpleader action per (2) and broker may deduct from the 256 earnest money any costs and reasonable attorneys fees, not to exceed $250, prior to disbursement. 257 . LEGAL RIGHTS/ACTION: Broker's disbursement of earnest money does not determine the legal rights of the Parties in relation to this 258 Offer. Buyer's or Seller's legal right to earnest money cannot be determined by broker. At least 30 days prior to disbursement per (1) 259 or (4) above, broker shall send Buyer and Seller notice of the disbursement by certified mail. If Buyer or Seller disagree with broker's 260 proposed disbursement, a lawsuit may be filed to obtain a court order regarding disbUísement. Small Claims Court has jurisdiction over '1 all earnest money disputes arising out of the sale of residential property with 1- 4 dwelling units and certain other earnest money disputes. 02 Buyer and Seller should consider consulting attorneys regarding their legal rights under this Offer in case of a disput~. B<?th Parties 263 agree to hold the broker harmless from any liability for good faith disbursement of earnest money in accordance with this Offer or 264 applicable Department of Regulation and Licensing regulations concerning earnest money. See Wis. Adm. Code Ch. RL 18. NOTE: 265 WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING ADVICE OR OPINIONS CONCERNING THE LEGAL RIGHTS 266 OR OBLIGATIONS OF PARTIES TO A TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC CONTRACT OR CONVEYANCE. 267 AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED. Wisconsin Legal Blank Co.. Inc 268 PROPERTY ADDRESS: See attached legal description [page50f5,WB-13] 269 OPTIONAL PROVISIONS: THE PARAGRAPHS AT LINES 271 - 314 WHICH ARE PRECEDED BY A BOX ARE A PART OF THIS OFFER IF 270 MARKED, SUCH AS WITH AN "X". THEY ARE NOT PART OF THIS OFFER IF MARKED NIA OR ARE LEFT BLANK. 271 [ñZ} PROPOSED USE CONTINGENCY: Buyer is purchasing the property for the purpose of: 272 . This Offer is contingent upon Buyer obtaining the following: 273 0 Written evidence at (Buyer's)(Selier's) I STRIKE ONEI expense from a qualified soils expert that the Property is free of any subsoil 274 condition which would make the proposed development impossible or significantly increase the costs of such development. 275 0 Written evidence at (Buyer's )(Seller's) I STRIKE ONE I expense from a certified soils tester or other qualified expert that indicates that 276 the Property's soils at locations selected by Buyer and all other conditions which must be approved to obtain a permit for an acceptable private 277 septic system for: [insert proposed use of Property; e.g., three 278 bedroom single family home] meet applicable codes in effect as of the date of this offer. An acceptable system includes all systems approved 279 for use by the State for the type of property identified at line 277. An acceptable system does not include a holding tank, privy, composting 280 toilet or chemical toilet or other systems (e.g. mound system) excluded in additional provisions or an addendum per lines 179 - 188. 281 0 Copies at (Buyer's)(Selier's) I STRIKE ONEI expense of all public and private easements, covenants and restrictions affecting the 282 Property and a written determination by a qualified independent third party that none of these prohibit or significantly delay or increase 283 the costs of the proposed use or development identified at lines 271 to 272. 284 0 Permits, approvals and licenses, as appropriate, or the final discretionary action by the granting authority prior to the issuance 285 of such permits, approvals and licenses at (Buyer's)(Seller's) ISTRIKE ONEI expense for the following items related to the proposed 286 development 287 0 Written evidence at (Buyer's)(Seller's) lli:rRIKE ONEI expense that the following utility connections are located as follows (e.g., 288 on the Property, at the lot line across the street, etc.): electricity ; gas ; sewer 289 ; water ; telephone ; other 290 This proposed use contingency shall be deemed satisfied unless Buyer within days of acceptance delivers 291 written notice to Seller specifying those items of this contingency which cannot be satisfied and written evidence substantiating why each 292 specific item included in Buyer's notice cannot be satisfied. 293 ~MAP OF THE PROPERTY: This Offer is contingent upon (Buyerobtaining)(Selier providing) STRIKE ONE a map of the Property prepared 294 by a registered land surveyor, within - days of acceptance, at (Buyer's)(Seller's) STRIKE ONE expense. The map shall identify the legal 295 description of the Property, the Property's boundaries and dimensions, visible encroachments upon the Property, the location of improvements, 296 if any, and: 297 .1 STRIKE AND COMPLETE AS APPLICABLE I Additional map features '98 which may be added include, but are not limited to: specifying how current the map must be; staking of all comers of the Property; identifying 299 dedicated and apparent streets, lot dimensions, total acreage or square footage, easements or rights-of-way. CAUTION: Consider the cost 300 and the need for map features before selecting them. The map shall show no significant encroachment(s) or any information materially 301 inconsistent with any prior representations to Buyer. This contingency shall be deemed satisfied unless Buyer, within five days of the earlier 302 of: 1) Buyer's receipt of the map, or 2) the deadline for delivery of said map, delivers to Seller, and to listing broker if Property is listed, a copy 303 of the map and a written notice which identifies the significant encroachment or the information materially inconsistent with prior representations. 304 [ll21INSPECTION CONTINGENCY: This Offer is contingent upon a qualified independent inspector(s) conducting an inspection(s), at 305 Buyer's expense, of the Property and 306 which discloses no defects as defined below. This contingency shall be deemed satisfied 307 unless Buyer within days of acceptance delivers to Seller, and to listing broker if Property is listed, a copy of the inspector's 308 written inspection report and a written notice listing the defects identified in the report to which Buyer objects. This Offer shall be null and 309 void upon timely deJivery of the above notice and report. CAUTION: A proposed amendment will not satisfy this notice requireftJent 310 Buyer shall order the inspection and be responsible for all costs of inspection, including any inspections required by lender or follow-up to 311 inspection. Note: This contingency only authorizes inspections, not testing, see lines 98 to 110. For the purposes of this contingency a defect 312 is defined as any condition of the Property which constitutes a significant threat to the health or safety of persons who occupy or use the 313 Property or gives evidence of any material use, storage or disposal of hazardous or toxic substances on the Property. Defects do not include 314 conditions the nature and extent of which Buyer had act'Jal knowledge or written notice before signing this Offer. . 315 This Offer was drafted on 3-16-04 [date] by [Licensee and Firm]Donalà S Molter ,Jr ,Arenz ,Molter ,Macy & RIffle, S CITY OF MUSK EGO 316 (x)Ry. 317 Buyer's Signature" Print Name Here: ~Mark A. Slocomb, Mayor 36-6000071 ~FEIN" Date .. 318 (X)By: 319 Buyer's Signature "PrintNameHere: ~Jean K. Marenda, Clerk ~ Date" 320 EARNEST MONEY RECEIPT Broker acknowledges receipt of earnest money as per line 8 of the above Offer. (See lines 242 . 267) 321 Broker (By) 322 SELLER ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE IN THIS OFFER SURVIVE CLOSING AND 323 THE CONVEYANCE OF THE PROPERTY. SELLER AGREES TO CONVEY THE PROPERTY ON THE TERMS AND CONDITIONS AS SET FORTH 324 HEREIN AND ACKNOWLEDGES RECEIPT OF A COpy OF THIS OFFER. ROSEWOOD ESTATES, INC- 325 (x)BV: 326 Seller's Signature" Print Name Here: ~ Social Security No. or FEIN .. Date .. n (x)BV: 328 Seller's Signature" Print Name Here: ~ Social Security No. or FEIN .. Date .. 329 This Offer was presented to Seller by 330 ïHIS OFFER IS REJECTED 331 Seller Initials- on ,at_a.m.lp.m. Date- THIS OFFER IS COUNTERED [See attached counter] Seller Initials- Date- Outlot 3, in Rosewood Estates, being a Subdivision of a part of the Northeast 1/4 of the Northwest 1/4 and the Northwest 1/4 of the Northeast 1/4 of Section 11, in Town 5 North, Range 20 East, in the City of Muskego, County of Waukesha, State of Wisconsin. STATE BAR OF WISCONSIN FORM I - 2000 WARRANTY DEED Document Number This Deed, made between ROSEWOOD EST A TES, INC, a Wisconsin Corporation, Grantor, and CITY OF MUSKEGO, a Wisconsin Municipal Corporation, Grantee. Grantor, for a valuable consideration, conveys to Grantee the following described real estate in Waukesha County, State ofWisconsÎn (the "Property") (if more space is needed, please attach addendum): Outlot 3, in Rosewood Estates, being a Subdivision of a part of the Northeast 1/4 of the Northwest 1/4 and the Northwest 1/4 of the Northeast 1/4 of Section 11, in Town 5 North, Range 20 East, in the City of Muske go, County ofWaukesha, State of Wisconsin TillS TRANSFER IS EXEMPT FROM FEE & RETURN PURSUANT TO WISCONSIN ST Å TUTE ~77.25(2r) Recordin,g Area Name and Return Address Attorney Donald S Molter, Jr. Arenz, Molter, Macy & Riffle, SC. PO. Box 1348 Waukesha, WI 53187-1348 Together with all appurtenant rights, title and interests. MSKC 2202.035 Parcel Identification Number (PIN) This is not homestead property. Grantor warrants that the title to the Property is good, indefeasible in fee simple and free and clear of encumbrances except ..:orded easements and restrictions and municipal and zoning ordinances and real estate taxes in year of closing. Date this day of ROSEWOOD ESTATES, INC. * By: * AUTHENTICATION By: * Signature(s) this - day of authenticated ACKNOWLEDGMENT STATE OF WISCONSIN * Waukesha County ) ) ss. ) TITLE: MEMBER STATE BAR OF WISCONSIN (If not, - authorized by ~ 706.06, Wis Stats.) Personally came before me this the above named TillS INSTRUMENT WAS DRAFTED BY Attv Donald S. Molter, If. P.O. Box 1348 Waukesha, WI 53187-1348 (Signatures may be authenticated or acknowledged Both are not necessary.) day of , as the and , as the , of ROSEWOOD ESTATES, INC, to me known to be the persons who executed the foregoing instrument and acknowledged the same. * I Notary Public, State of Wisconsin MyCollunission IS p<nnanent. (Ifnot, state expiration date. .J 'Names of persons signing in any capacity must be typed or printed below their signature WARR\NTY DEED ST ATE BAR OF \VISCONSIN FORM No. I - 2000 CHICAGO TITLE INSURANCE COMPANY @ Construction Work and Tenants Affidavit 1. I am the Owner of the property (the Property) described in commitment number issued by CHICAGO TITLE INSURANCE COMPANY 1174823 ,0 . 2. Construction work. (Check One Box) GJ Repair or construction work HAS NOT been done on the Property in the past six months. 0 Repair or construction work HAS been done on the Property in the past six months. The total dollar amount of the work is approximately $ . All of the people who supplied labor or material are listed below. All lien waivers I collected from these people are stapled to this affidavit. Type of Work Contractor Name Dollar Amount of Work Date Work Completed 3. Tenants. The following tenants and renters occupy the Property. (Check One Box) IX] There are NO tenants. D There are tenants, but all have left the Property or WILL LEAVE as of closing. 0 One or more tenants WILL STAY after this sale is closed. Their names are: I give this affidavit to persuade CHICAGO TITLE INSURANCE COMPANY to issue its policy or policies of title insurance. I agree to indemnify CHICAGO TITLE INSURANCE COMPANY against loss caused by inaccuracies or omissions in the above information of which I am aware. Dated this day of (year) . OWNER Subscribed and sworn to before me this Rn~F.WOOD RSTA~S. INC. day of (year) . By: Notary Public, County, Wisconsin Its: My commission (expires) (is permanent): F530C R 4/16/99 fOfm53D 4/99 WAIVER OF POTENTIAL CONDEMNATION RIGHTS WHEREAS, the undersigned is the owner of certain lands within the City of Muskego described on Exhibit A attached hereto and mad e a part hereof; and WHEREAS, the undersigned wishes to transfer said lands to the City of Muskego at a below market value cost to the City; and WHEREAS, the undersigned owner has approached the City and asked to transfer the same to the City at a below market value cost to the City; and WHEREAS, the undersigned is a sophisticated entity as to real estate transactions and understands that the City could not condemn these lands without following Wisconsin Condemnation Law procedures which provide protection to the rights of the property owners including, but not limited to, obtaining an appraisal at the City's expense and payment of fair compensation to the property owner. NOW, THEREFORE, the undersigned hereby agrees as follows: 1. That the undersigned wishes to transfer said lands to the City at below market value cost to the City and waive any and all condemnation rights which it may have including, but not limited to, the right to an appraisal, the right to condemnation and any and all appeal rights. DATED this day of ,2004. ROSEWOOD ESTATES, INC. By: By: EXHIBIT A Outlot 3, in Rosewood Estates, being a Subdivision of a part of the Northeast 1/4 of the Northwest 1/4 and the Northwest 1/4 of the Northeast 1/4 of Section 11, in Town 5 North, Range 20 East, in the City of Muskego, County of Waukesha, State of Wisconsin.