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HomeMy WebLinkAboutDevelopment Agreement Rogan Shoes 2145 S. Koeller Street 13-2310-0404 R ECE1VEp AUG 19 2020 CITY CAE RK S OFFICE ( ROGAN'S Rogan Shoes, Incorporated Joseph J.Muratore 1750 Ohio Street Vice President and General Counsel Direct:262-898-3677 Racine, Wisconsin 53405 jmuratorejr@sbcglobaf.net Phone: 262-637-3613 August 18, 2020 City of Oshkosh City Attorney's Office Attn:City Attorney 215 Church Avenue Post Office Box 1130 Oshkosh,Wisconsin 54903-1130 Email: Ilorensoneci.oshkosh.wi.us Re: Development Agreement dated September 20, 2019 between the City of Oshkosh, Wisconsin and Rogan Stores Oshkosh LLC regarding property located at 2145 S. Koeller Street, Oshkosh, Wisconsin. Parcel ID No. 13- 2310-0404("Development Agreement") Dear Mr. Lorenson: Rogan Stores Oshkosh LLC was a party to the Development Agreement referenced above. Rogan Stores Oshkosh LLC was a Wisconsin limited liability company whose sole member was Rogan Shoes, Incorporated.As such,Rogan Stores Oshkosh LLC was a subsidiary and an Affiliate of Rogan Shoes, Incorporated,as the term"Affiliate"is defined in Section I.B.of the Development Agreement. Articles of Merger were filed with the Wisconsin Department of Financial Institutions on August 10, 2020 that merged Rogan Stores Oshkosh LLC into Rogan Shoes, Incorporated. A copy of the Articles of Merger is being sent with this letter.The effect of the merger is that, on August 25, 2020 (which is the effective date of the merger), pursuant to Wisconsin Statutes Section 180.1106(1)(b), title to the property that is subject to the Development Agreement will be vested in Rogan Shoes, Incorporated. Section X.O.2 of the Development Agreement provides in part as follows: The Developer may sell, assign, or transfer all or any portion of the Developer Property to an Affiliate without the express prior written consent of the City only if the proposed Affiliate assignee or transferee agrees in writing to assume all of the Developer's obligations under this Agreement, and the Developer provides the City with timely written notice and a copy of the fully executed Assumption. We are also sending with this letter a copy of the fully executed Assumption by which Rogan Shoes, Incorporated has agreed to assume all of the obligations of Rogan Stores Oshkosh LLC under this Developer Agreement. Accordingly, effective on August 25, 2020 the obligations of the Developer in the Development Agreement are now the obligations of Rogan Shoes, Incorporated. Please contact me if you have any questions. Thank you for your consideration. Very truly yours, Rogan Shoes, Incorporated r,7 VADACT3 seph J. 'atore Jr. Vice President and General Counsel Copy to: Godfrey&Kahn,S.C. Attn:Michael J.Lokensgard 100 West Lawrence Street Appleton,Wisconsin 54911 Email: Mlokensgard@gklaw.com Assumption of Development Agreement This Assumption of Development Agreement("Assumption")is made as of the 10th day of August, 2020 by Rogan Shoes, Incorporated. RECITALS Whereas, Rogan Stores Oshkosh LLC is a Wisconsin limited liability company and the Developer in that certain Development Agreement dated September 20, 2019 between the City of Oshkosh, Wisconsin and Rogan Stores Oshkosh LLC regarding property located at 2145 S. Koeller Street, Oshkosh, Wisconsin, Parcel ID No. 13-2310-0404 ("Development Agreement"); Whereas, the sole member of Rogan Stores Oshkosh LLC is Rogan Shoes, Incorporated, a Wisconsin corporation, and as such, Rogan Stores Oshkosh LLC is a subsidiary and an Affiliate of Rogan Shoes, Incorporated as the term "Affiliate" is defined in Section I.B. of the Development Agreement; Whereas, pursuant to Articles of Merger that were filed with the Wisconsin Department of Financial Institutions on August 10, 2020, Rogan Stores Oshkosh LLC will be merged into Rogan Stores, Incorporated effective at 11:59 pm on August 25, 2020; and Whereas, pursuant to Section X.D.2 of the Development Agreement, Rogan Shoes, Incorporated desires to assume all of the obligations of Rogan Stores Oshkosh LLC under the Development Agreement. NOW, THEREFORE, Rogan Shoes, Incorporated hereby agrees as follows: 1. The Recitals set forth above are true and correct. Except as otherwise provided herein, capitalized terms set forth herein that are defined in the Development Agreement shall have the same meaning as defined in the Development Agreement. 2. Rogan Shoes, Incorporated assumes all of the obligations of Rogan Stores Oshkosh LLC under the Development Agreement effective at 11:59 pm on August 25, 2020. Accordingly, beginning at 11:59 pm on August 25, 2020, Rogan Shoes, Incorporated shall have assumed all of the Developer's obligations under the Development Agreement, as the term "Developer" is defined in the Development Agreement, in the same manner as if Rogan Shoes, Incorporated was originally named as the Developer in the Development Agreement. 3. This Assumption of Development Agreement is the binding obligation of Rogan Shoes, Incorporated. Rogan Shoes, Incorporated , , ! r!��/ By r� i Joseph J. Mura ore Jr. Vice President and General Counsel ARTICLES OF MERGER OF ROGAN STORES OSHKOSH LLC WITH AND INTO ROGAN SHOES, INCORPORATED Pursuant to the provisions of Chapters 180 and 183 of the Wisconsin Statutes, Rogan Stores Oshkosh LLC and Rogan Shoes, Incorporated (the "Companies") submit the following Articles of Merger for filing and certify that: 1. The name and jurisdiction of formation of each of the entities which are to merge are: Name Jurisdiction Non-Surviving Entity: Rogan Stores Oshkosh LLC Wisconsin LLC Surviving Entity: Rogan Shoes, Incorporated Wisconsin Business Corp. The surviving entity is the parent and sole owner of the non-surviving entity. 2. The name and street address of the registered office of each of the Companies is 1750 Ohio Street, Racine, Wisconsin 53405. 3. The surviving entity is not a Domestic or Foreign Business Corporation that is an indirect wholly owned subsidiary or parent. 4. A Plan of Merger for the merger of Rogan Stores Oshkosh LLC with and into Rogan Shoes, incorporated has been approved by the unanimous written consent of the sole member of Rogan Stores Oshkosh LLC in accordance with Section 183.1202 of the Wisconsin Limited Liability Company Law and has been approved by unanimous written consent of the sole director of Rogan Shoes, Incorporated and all of the shareholders of Rogan Shoes, incorporated in accordance with Section 180.1103 of the Wisconsin Business Corporation Law. Said Plan of Merger is attached hereto and made a part hereof, identified as Exhibit A. 5. The merger shall be effective at 11:59 p.m. on August 25, 2020. 6. Effective as of the merger, the surviving entity, Rogan Shoes, incorporated shall continue to be named Rogan Shoes, incorporated. The present Articles of Incorporation of Rogan Shoes, incorporated shall be the Articles of Incorporation of the surviving entity and such Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Wisconsin Business Corporation Law. 1 7. The executed Plan of Merger is on file at the principal place of business of the surviving company, Rogan Shoes, Incorporated, 1750 Ohio ` Street, Racine, Wisconsin 53405. 8. The surviving company, Rogan Shoes, Incorporated, will provide a copy of the Plan of Merger upon request and without cost to any shareholder of Rogan Shoes, Incorporated, or upon payment to Rogan Shoes, Incorporated of an amount equal to the cost of producing the copy, to any other interested person. 9. The non-surviving entity has a fee simple interest in real estate located in the City of Oshkosh Wisconsin that is legally described as follows: Lot 2 of Certified Survey Map No. 5964 recorded with the Winnebago County Register of Deeds on September 7, 2006 in Volume 1 of Certified Survey Maps on Page 5964 as Document No. 1410416. Said land being in the City of Oshkosh, County of Winnebago, State of Wisconsin. IN WITNESS WHEREOF, Rogan Shoes, Incorporated and Rogan Stores Oshkosh LLC have each caused these Articles of Merger to be duly executed this 5th day of August, 2020. Ro an s, Incorporated By Patri A. Rogan, President Rogan Stores Oshkosh LLC, by its sole member Roga S oes, Incorporated By • Patri A. Rogan, President This Instrument Was Drafted By: Contact Person: Attorney Joseph J. Muratore Jr. Attorney Joseph J. Muratore Jr. Rogan Shoes, Incorporated Rogan Shoes, Incorporated 1750 Ohio Street 1750 Ohio Street Racine,Wisconsin 53405 Racine,Wisconsin 53405 Telephone:262-898-3677 Telephone: 262-898-3677 email:imttratore)rt sbcglobal.net email:imuratareirt sbcglnbal.net 2 Exhibit A PLAN OF MERGER Pursuant to this Plan of Merger(the"Plan of Merger"), dated as of the 5th day of August, 2020, Rogan Stores Oshkosh LLC, a Wisconsin limited liability company, shall be merged with and into Rogan Shoes, Incorporated, a Wisconsin corporation. Section 1 Definitions 1.1 Effective Date. "Effective Date" shall mean 11:59 p.m. on August 25, 2020. 1.2 Surviving Corporation. "Surviving Corporation" shall mean Rogan Shoes, Incorporated, a Wisconsin corporation. The principal office of the Surviving Corporation shall be 1750 Ohio Street, Racine,Wisconsin 53405. 1.3 Merging Company. "Merging Company"shall mean Rogan Stores Oshkosh LLC, a Wisconsin limited liability company and wholly-owned subsidiary of Rogan Shoes, Incorporated ("Parent")that is disregarded from its Parent, its sole member, for all federal and state income tax purposes, and which subsequent to the Merger contemplated by this Plan of Merger shall be known as Rogan Shoes, Incorporated in accordance with Section 2.1 of this Plan of Merger. 1.4 Merger. "Merger"shall refer to the merger of the Merging Company into the Surviving Corporation as provided in Section 2.1 of this Plan of Merger. Section 2 Terms of Merger 2.1 Merger. in accordance with the applicable laws of the State of Wisconsin and subject to the terms and conditions set forth in this Plan of Merger, the Merging Company shall, on the Effective Date, be merged with and into the Surviving Corporation, Rogan Shoes, Incorporated, and the separate existence of the Merging Company shall thereupon cease. The Surviving Corporation shall continue to exist after the Merger and shall be governed by the laws of the State of Wisconsin under the company name"Rogan Shoes, Incorporated". 2.2 The present Articles of Incorporation of Rogan Shoes, Incorporated shall be the Articles of Incorporation of the Surviving Corporation and such Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Wisconsin Business Corporation Law. 3 2.3 The present By-Laws of Rogan Shoes, Incorporated shall be the By-Laws of the Surviving Corporation and such By-Laws shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Wisconsin Business Corporation Law. 2.4 The sole director and officers of Rogan Shoes, Incorporated at the Effective Date shall be the sole director and officers of the Surviving Corporation, all of whom shall hold their directorship and offices until their respective successors are elected and qualified, or until their tenure is otherwise terminated in accordance with the By-Laws of the Surviving Corporation. 2.5 The issued and outstanding membership interests of the Merging Company shall be canceled and cease to exist by virtue of the Merger on the Effective Date. The issued and outstanding shareholder interests of the Surviving Corporation shall remain issued and outstanding and be unaffected by the Merger. 2.6 The Merging Company and Surviving Corporation hereby agree that they will cause to be made, executed, delivered, filed and/or recorded any and all instruments, papers and documents prescribed by the laws of the State of Wisconsin, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the Merger. 2.7 The Sole Member of the Merging Company and the President and Sole Director of the Surviving Corporation, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the Merger herein provided for. 2.8 It is the express intention that, for all federal and state income tax purposes: (I) the Merger shall effect a complete liquidation of the Merging Company into the Surviving Corporation, and (ii)the adoption of the resolution of the Sole Member of the Merging Company, and the resolutions of the Sole Director and Shareholders of the Surviving Corporation, authorizing and approving the Merger, constitute a duly adopted plan of complete liquidation of the Merging Company into the Surviving Corporation for federal and state Income tax purposes. 4 IN WITNESS WHEREOF, the undersigned entities have caused this Plan of Merger to be duly executed as of the date first above written. Surviving Corporation: Roga S es, Incorporated By Patric . Rogan, President Merging Company: Rogan Stores Oshkosh LLC, by its sole member Roga s, Incorporated By Patric A. Rogan, President 5 _NM= :. :.A Fy1l, ©e;g• {t For Office State of Wisconsin Department of Financial Institutions Endorsement ARTICLES OF MERGER-Ch. 180 ROGAN SHOES, INCORPORATED Received Date: 8/7/2020 Filed Date:8/10/2020 Filing Fee: $150.00 Expedited Fee: $25.00 Entity ID#: 1R13361 Total Fee: ;175.00 SURVIVOR: ROGAN SHOES, INCORPORATED(01 1R13361) NON-SURVIVOR: ROGAN STORES OSHKOSH LLC(12 R044988) DELAYED EFFECTIVE DATE:AUG.25, 2020 Ubrig, Pam From: Lorenson, Lynn Sent: Wednesday, August 19, 2020 1:06 PM To: Davis,Allen; Nieforth, Kelly K; Ubrig, Pam Cc: 'Mike Lokensgard' Subject: FW:Assumption Agreement Attachments: Rogan Shoes Oshkosh Development Agreement Letter and Assumption Agreemen....pdf Please see the attached Assumption Agreement related to the TIF 37 Aviation Plaza Development Agreement with Rogan Shoes. Lynn A. Lorenson City Attorney City of Oshkosh 920.236.5115 Follow us: Web I Facebook I Twitter Ary Oshkosh From:Joe Muratore Jr[mailto:jmuratorejr@sbcglobal.net] Sent:Tuesday, August 18, 2020 2:59 PM To: Lorenson, Lynn<LLorenson@ci.oshkosh.wi.us> Cc: 'Lokensgard, Michael'<mlokensg@gklaw.com> Subject:Assumption Agreement EXTERNAL SENDER. Only open links and attachments from known senders. DO NOT provide your username or sassword to an one. Dear Mr. Lorenson: Rogan Stores Oshkosh LLC was a party to a Development Agreement with the City of Oshkosh relating to property at 2145 South Koeller. Effective on August 25, 2020, Rogan Stores Oshkosh LLC will be merged into its affiliate, Rogan Shoes, Incorporated. Attached is a file containing a letter and a copy of an Assumption Agreement by which Rogan Shoes, Incorporated assumes the obligations of Rogan Stores Oshkosh LLC in the Development Agreement. The letter constitutes written notice to the City of that Assumption. I will also be sending you a hard copy of the attached documents by mail. i Thank you. Joe Muratore Rogan Shoes, Incorporated 1750 Ohio Street Racine, Wisconsin 53405 Direct: 262-898-3677 Cell: 262-672-9897 jmuratorejrasbcglobal.net ROGAN'S SHOESI 2