October 12, 2020 BY ELECTRONIC MAIL: ethics@wi.gov Daniel A. Carlton, Jr. Administrator Wisconsin Ethics Commission P.O. Box 7125 Madison, WI 53707‐7125 Re: Request for Investigation of Potential Misconduct of the Wisconsin Economic Development Corporation for the Benefit of Senator Ron Johnson Dear Members of the Commission: Campaign for Accountability (CfA) respectfully requests that, pursuant to Wis. Stat. Ann. § 19.49(2), the Wisconsin Ethics Commission investigate whether the Wisconsin Economic Development Corporation (WEDC) and the Wisconsin State Historic Preservation Office (SHPO) violated Wisconsin law by providing preferential treatment to the adult children of Senator Ron Johnson (R-WI).1 Newly released documents reveal that WEDC and SHPO conferred to the senator’s children advantages not available to other applicants, allowing them to receive nearly one million dollars in historic tax credits to which they may not have been entitled. Background On May 31, 2017, Senator Ron Johnson’s three children, acting through 405 Washington Ave. LLC, purchased the Eagles Club of Oshkosh and renamed it The Howard. 2 405 Washington Ave. LLC is wholly owned by the Ronald H. Johnson & Jane K. Johnson Irrevocable Endowment Trust.3 Daniel Bice, Group Questions Tax Credits for Sen. Ron Johnson’s Adult Children after He Probed Joe Biden’s Son, Milwaukee Journal Sentinel, September 24, 2020, https://jsonline.com/story/news/investigations/daniel-bice/2020/09/24/group-targets-ron-johnsons-childrenafter-he-probed-joe-bidens-son/3511037001/ 2 Nate Beck, Streetwise: Overhaul Underway at Historic Eagles Club, Oshkosh Northwestern (July 20, 2017, 6:53 PM), https://www.thenorthwestern.com/story/money/2017/07/20/streetwise-overhaul-underway-historiceagles-club/492218001/. 3 Wisconsin Economic Development Corporation Business Application, filed by 405 Washington Ave., LLC (attached as Exhibit A). 1 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org Daniel A. Carlton, Jr. October 12, 2020 Page 2 Soon after acquiring the property, Senator Johnson’s children began pursuing historic tax credits.4 The timing was important because in September 2017, then-Governor Scott Walker used a line item budget veto to strike “Wisconsin’s historic preservation tax credit program,” reducing “the per-project cap from $5 million to $500,000 . . . .”5 The change was to go into effect on July 1, 2018, and would have significantly reduced the credits available to 405 Washington Ave. LLC.6 In an apparent effort to circumvent the rules and speed through the application process, Senator Johnson’s daughter, Carey Sharpe, bypassed standard procedures and initial approval by SHPO, instead submitting 405 Washington Ave. LLC’s application directly to WEDC Regional Manager Jon Bartz on November 1, 2017. 7 On November 6, 2017, WEDC Mr. Bartz forwarded Ms. Sharpe’s email to SHPO Senior Preservation Architect Mark Buechel noting, “This project is a bit out of order. They told me they had been in touch with you but they requested the WEDC application from me.”8 Fewer than thirty minutes later, Mr. Buechel replied: WEDC’s policy has always been to reject any direct submission to your office. WEDC applications for [historic tax credits] are supposed to come through the SHPO office and are not to be forwarded to WEDC until such time as the project is an approvable project. If you follow past protocol you request they send hard copy to the SHPO office for processing. Has your policy changed? I specifically told the ownership group they are to send it to the SHPO office and not directly to your office, apparently they did not follow those directions.9 (emphasis added) Mr. Buechel soon added in a separate email: Due to the pending law changes we expect two to three years’ worth of projects to be submitted in a 60-90 day time period . . . . With the huge onslaught of projects we expect to arrive in the next few months SHPO would hope that WEDC maintain a strict policy 4 Beck, Oshkosh Northwestern, July 20, 2017. Corrinne Hess, Walker’s Veto of Historic Preservation Tax Credit Program Threatens Dozens of Projects, BizTimes (Sept. 22, 2017, 12:00 AM), https://biztimes.com/walkers-veto-of-historic-tax-credit-programthreatens-dozens-of-projects/. 6 In April 2018, Governor Walker signed a law that would boost the historic tax credit from $500,000 to $3.5 million per project, but at the time 405 Washington Ave. LLC submitted its application, and throughout the period WEDC and SHPO were reviewing it, all relevant parties were operating under the assumption that the reduced $500,000 per project cap would take effect July 1, 2018. 7 Email from Carey Sharpe to Jon Bartz, November 1, 2017 (Email chain attached as Exhibit B). 8 Email from Jon Bartz to Mark T. Buechel, November 6, 2017, 3:12 pm (Exhibit B). 9 Email from Mark T. Buechel to Jon Bartz, November 6, 2017, 3:39 pm (Exhibit B). 5 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org Daniel A. Carlton, Jr. October 12, 2020 Page 3 of not accepting anything directly to avoid the headaches that confusion could cause.10 (emphasis added) Nevertheless, shortly after referring to the “past protocol” that presumably applied to every other applicant—and reiterating the importance of strictly adhering to that policy, Mr. Buechel sent a new email—now noting the Johnson family’s involvement – taking a remarkably different tone: I do not want to make this difficult for them because of a technicality, we should have some level of customer service if we can help them out. . . . The point I was trying to make earlier was more to make sure we curb things like this from happening as deadlines loom for project submissions because I anticipate someone will try to speed things up by sending directly to you and bypassing SHPO and we do not want you spending time executing contracts for projects that have not been reviewed and approved. . . . Also, as an FYI, in case you did not recognize the owner, Carey Sharpe is Senator Ron Johnson’s daughter. 11 (emphasis added) In addition to allowing the Johnson children to bypass WEDC in contravention of Commission policy, it also appears that SHPO knowingly relied on an untrue statement in 405 Washington Ave. LLC’s application, namely that the project would result in “30 FTEs [full-time equivalents] and mainly part time employees.”12 Before WEDC conducted a review of the application, on November 16, 2017, Mr. Bartz sent Ms. Sharpe an email requesting economic benefit information specifically stating, “Economic Impact states that it is anticipated that 30 permanent jobs will be created. Please explain.” 13 Ms. Sharpe responded, “We will mainly have part time hourly employees and will certainly not have 30 full time positions and don’t plan to offer benefits to our employees,” admitting she had “just guessed how many [jobs the company] would have total.” 14 Mr. Bartz than asked Ms. Sharpe to revise her application to explain the part-time status of the anticipated employees.15 Despite having been told explicitly by Ms. Sharpe that the project would create mostly part-time hourly positions and that it would “certainly not” create 30 full-time jobs, a formal Staff Review of the Historic Preservation Tax Credit considering the economic impact of the project stated it was expected to lead to 30 full-time jobs, which it referred to as one of the three “Strengths” of the proposed project.16 10 Email from Mark T. Buechel to Jon Bartz, November 6, 2017, 4:05 pm (Exhibit B). Email from Mark T. Buechel to Jon Bartz, November 6, 2017, 4:31 pm (Exhibit B). 12 WEDC Historic Preservation Certification (attached as Exhibit C). 13 Email from Jon Bartz to Carey Sharpe, November 16, 2017, 3:10 pm (Email exchange attached as Exhibit D). 14 Email from Carey Sharpe to Jon Bartz, November 16, 2017, 3:41 pm (Exhibit D). 15 Emails from Jon Bartz to Carey Sharpe, November 16, 2017, 4:05 pm, and November 22, 2017, 5:14 pm (Exhibit D). 16 WEDC Staff Review (attached as Exhibit E). 11 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org Daniel A. Carlton, Jr. October 12, 2020 Page 4 Historic preservation tax credits are “awarded on a rolling basis, at the discretion of WEDC’s CEO,” according to former WEDC CEO Mark Hogan.17 Mr. Hogan is a political ally and supporter of Senator Johnson; he contributed $2,600 to Senator Johnson’s campaign between 2012 and 2016.18 Mr. Hogan also spoke alongside Senator Johnson at an Independent Business Association of Wisconsin event together the year before 405 Washington Ave. LLC applied for historic tax credits.19 Similarly, the Chair of the Board of Directors for WEDC, Lisa Mauer, contributed $3,850 to Ron Johnson For Senate between 2010 and 2016, and WEDC’s Treasurer, David J. Drury, contributed $9,100 to Ron Johnson For Senate between over the same period. 20 The warm political relationship between Senator Johnson and WEDC’s CEO, its board chair, and its treasurer seem relevant in light of the speed with which the Senator Johnson children’s application was processed, and the fact that the WEDC found a “strength” of the children’s application was the non-existent job creation plan. On February 13, 2018, WEDC awarded 405 Washington Ave. LLC $944,703 in historic tax credits, less than five months before the historic tax credits cap was to be reduced. 21 Had WEDC followed its own policies and not felt obliged to “help out” Senator Johnson’s children, it is likely that if awarded at all, the tax credits would have been delayed past the date that the tax credit program cut was supposed to take effect, significantly decreasing the value of the credit award. This does not appear to be the first time WEDC has acted favorably on behalf of political allies. Press reports indicate WEDC has made irresponsible loans, suffered from a lack of oversight, 22 and exhibited favoritism toward political donors,23 at one point reportedly having made “nearly 60 percent of some $975 million in assistance . . . to firms that had contributed to [Governor] Walker or the Republican Governor’s Association.” 24 WEDC, Wisconsin’s Annual Report on Economic Development at 35 (FY 2018), https://wedc.org/wpcontent/uploads/2018/10/FY18-WEDC_ARED-REPORT.pdf. 18 Federal Election Commission, Individual Contributions to Senator Ron Johnson, available at www.fec.gov (attached as Exhibit F). 19 Tiara Cole, Lawmaker, Economic Development Leader Push Business Growth at IBAW Annual Meeting, Milwaukee Bus. J. (June 18, 2016, 10:00 AM), https://www.bizjournals.com/milwaukee/news/2016/06/18/lawmaker-economic-developmentleader-pushbusiness.html. 20 See Exhibit F. 21 Executed Historic Preservation Tax Credit Agreement Between the Wisconsin Economic Development Corporation and 405 Washington Ave., LLC (attached as Exhibit G). 22 WEDC Under Fire, LaCrosse Tribune, January 25, 2016, https://lacrossetribune.com/wedc-underfire/collection_80d74be0-413e-5d6f-b688-cf51333389fd.html (“Irresponsible loans, a lack of oversight and personnel problems have plagued the Wisconsin Economic Development Corp. since its creation by Gov. Scott Walker’s administration in 2011.”); Tribune Wire Reports, Scott Walker's Wisconsin Jobs Agency Gave Out $124 Million Without Review, Chicago Tribune (June 19, 2015, 9:28 PM), https://www.chicagotribune.com/nation-world/ct-scott-walker-jobs-agency-20150619-story.html. 23 Matthew DeFour, Top Scott Walker Aides Pushed for Questionable $500,000 WEDC Loan, Wisconsin State J., May 18, 2015, https://madison.com/wsj/archives/ebooks/walker/top-scott-walker-aides-pushed-forquestionable-wedc-loan/article_2a29333c-c3dd-50ac-a4b6-c333506530e0.html. 24 Mike Ivey, One Wisconsin Now Says WEDC Money Going to Scott Walker Donors Like Edgewater Developers, May 30, 2014, https://madison.com/news/local/writers/mike_ivey/one-wisconsin-now-says-wedcmoney-going-to-scott-walker/article_f3449668-e779-11e3-a759-001a4bcf887a.html. 17 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org Daniel A. Carlton, Jr. October 12, 2020 Page 5 Legal Violation As you know, Section 19, Subchapter III of the Wisconsin Statutes provides that “[n]o state public official may use or attempt to use the public position held by the public official to influence or gain unlawful benefits, advantages or privileges personally or for others.” Wis. Stat. Ann. § 19.45(5). In his November 6, 2017 email, in which he stated, “I do not want to make this difficult for them because of a technicality, we should have some level of customer service if we can help them out,” Mr. Buechel seemingly acknowledged WEDC would be offering benefits, advantages, and privileges to Senator Johnson’s children. In light of clear evidence of benefits, advantages and privileges extended toward the Johnson children in: 1) allowing their application to bypass the SHPO, 2) in granting the application strength based on purported job creation numbers the WEDC knew to be untrue, and 3) in granting them historic tax credits, all in apparent violation of Wis. Stat. Ann. § 19.45(5), the Commission should find there is a reasonable suspicion that a violation has occurred and authorize an investigation into which WEDC and SHPO officials were involved in these decisions, as well as whether there was any direct contact between Senator Johnson or any of his representatives and any member or employee of the WEDC or SHPO, and whether the historic tax credits were awarded to the Johnson children improperly. Conclusion Ironically, Senator Johnson has emphatically claimed to oppose “special tax deals” 25 and expressed skepticism toward government subsidies. 26 He has decried the “Soviet type of economy here: Commissars deciding who’s going to be granted waivers, commissars in the administration figuring out how they’re going to sprinkle around benefits . . . .”27 And he has expressed outrage that relatives of politicians might receive special treatment. 28 Unfortunately, it does not appear Senator Johnson’s concerns include favoritism extended toward his own children. Given the responsibility of WEDC and SHPO to fairly evaluate all applications and encourage historic preservation across Wisconsin – regardless of the political affiliation of the applicants – the preferential and potentially unlawful treatment of Senator Johnson’s children merits a full investigation by the Commission. 25 Fox Business, Imus in the Morning, June 27, 2011. Don Walker, Johnson’s Firm Obtained Industrial Revenue Bond, Aug. 25, 2010, http://archive.jsonline.com/news/wisconsin/101501724.html/ (“I have never lobbied for special treatment or a government payout.”). 27 Burgess Everett, ‘Like a Soviet-Type Economy’: GOP Free Traders Unload on Trump, Politico (July 24, 2018, 2:50 PM), https://www.politico.com/story/2018/07/24/trump-farmers-bailout-reaction-republicanscongress-737517. 28 Senator Ron Johnson (@SenRonJohnson), Twitter, Aug. 14, 2020, https://twitter.com/SenRonJohnson/status/1294341670843093001, (“What does @JoeBiden know about financial benefits his brothers and sister-in-law have obtained because of their relationship to him?”). 26 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org Daniel A. Carlton, Jr. October 12, 2020 Page 6 Thank you for your consideration of this important matter. Sincerely, Michelle Kuppersmith Executive Director Campaign for Accountability 611 Pennsylvania Ave., S.E. #337 • Washington, D.C. 20003 • (202) 780-5750 campaignforaccountability.org EXHIBIT A met-1.0 (090017) WISCONSIN ECONOMIC . DEVELOPMENT CORPORATION BUSINESS APPLICATION SECTION INFORMATION Legal Entity: DC Corp US Corp ULLC EILLP DPartnership DSole Proprietor 8W (Mach mpies ofiRS dowmmushowtng otf-?edmll Tax Exempt M5) Name: 405 Washington Ave, LLC - Ede Name: The Howard . Mailing Address: 5736 I Ah May Tah Rd 1 Mailing Address: 5736 I Ah May Tah Rd shkosh. WI 54901 DEMOGRAPHICS (Please check all that apply) Is the businesslorganization: Minority Business Enterprise: CI Yes RI No Woman Business Enterprise: IYes Veteran Business Enterprise: [3 Yes ?No Servic?e-Disabled Veteran-Owned Business uvss mic Enterprise: SECTION II-PROJECT INFORMATION Project Location: City EITown Project Street AddreseMOS Washington Avenue, Oshkosh WI 54901 Project Start Date: 5/1/2017 Project End Date: 9/1/2018 Project Description: In addition to the project description, explain any other factors that should be considered in evaluating this project (09.. impact on Wieoondn suppiers, ales. other prospects for him expansions. etc.) . Renovation of historic as part of revrtallzatlon efforts in a blighted area of the City SECTION CURRENT EMPLOYMENT (WEDC will conifm employment based on payroll date) Total Company Employment i Total Wisconsin Employment. TotelCompenyFuil Time Employmentzj Number of hours average full time employee works, hit) Pageiofd City, State, Zip: Oshkosh, WI 54901 County: Winnebago i Fem: 39-6680606 NA . - ederel ldentihoesonuumoer-Tex ID ICS- 7? - M, W, Date Established: 4/27/2017 State Of Organization (Per Articles ?Incorporation/Organization): 1 WI Foreign Owned: ElYes mm If Yes: Country: Percent of Ownership: jiscal Year End Date: 12/31/2017 Primary Product or Service: Hospitality Website URL: TheHowandOshkoshoom Phone: 920 312 7071 Head of Organization: Carey Sharpe Title: Managing Member 3 Phone: EmWehowardoshkoshcom Check box if is attached to the application I CONTACT Project Contact Carey Sharpe Title: Managing Member Email hehowardoshkoshoom Company: 405 Washington Ave, LLC Number of hours annually considered full time employment and eligible for bene?ts: 1 ?2.600 at? k?m facll of the AppI'IEam Entity and related entities, as mill E: WIHCIUUB employees persons mm? m? oom'pmnm a temp agency . Number of Full Time Addresusueet. CW. . Sign: Employees: 405 Washington Avenue, Oshkosh. WI 54001 0 DYes EiYes use Employment data as of: 10/25/2017 Percent of project location full time employees that are WI residents: NIA SECTION IV-BENEFIT INFORMATION Employer-Sponsored Health Insurance Provided to BNone individual El Family Employees: 0 Percent of Health insurance Premium Paid by Company: NIA I NIA I A) Other Bene?ts Provided to the Majority of the Workforce: provided astiescribed above? [Wes lZlNo if no, please explain: If health care bene?ts are not being provided, explain other health care options available to employees: a a - - e- DPuincly Traded El Individual ownership consists of: 20% or more interest in the applicant company. A separate secure emal will be sent to each individual with 20% or more ownership interest In the applicant company trom the secure email account Ht war uh; Secure). The email will include a Personal Financial Statement andlor a Personal information Statement, along with instructions on how to complete and send these documents back to WEDC. El if ownership consists of an LLC or other entity owning 20% or more: include an ownership breakdown of the LLC or other entity' in notes below, or in a separate attached document. Note: IMEDC staff only add! and/or accept protected personally identifiable information through the WEDC email account. Information not received w'aenayptedemailor that we notpreviouely requested for a speci?c purpose will be rejected and/or disposed by WEDC staff. This will ensure a Miner level of security within the application process Name: Email Address: Ownership st. 1. Ronald Johnson Jane Johnson gmailcom 100% Inevocabie Endowment Trust 10. All Others: Notes: 100% SECTION ON LEGAL PROCEEDINGS Has the applicant been involved in a lawsuit in the last 5 years? DYes No Page 2 of4 Has the applicant been Involved in a bankruptcy or Insolvency proceeding in the last ElYee [Elie to years. or are any such Has the applicant been charged with a crime. ordered to pay or otherwise comply ?No civil penalties Imposed, or been the subject of a criminal or civil Investigation In the last 5 years? Does the applicant have any outstanding tax liens? ClYes END Please attach a detailed explanation of any YES responses. SECTION REQUESTS FOR BID OR PROPOSAL Are you aware of any State of Wisconsin requestisl for bid or requestis} for proposal wNo orto which theappilcenthas-necen?y responded? tf yes, please provide the following: a. Identify the bid or request for proposal hid number, or general description or title}. agency orpuhitc are bid or proposal. c. Explain the status of the bid or proposal recently submitted; considering submission; In current negotiations). Fleece note that If you answer ?yes," WEDC may not be able to discuss potential financial assistance until the request for bid or request for proposal process has been completed. . . - Page: 0? :mmw?n .. . WISCONSIN ECONOMIC DEVELOPMENT CORPORATION STATEMENT THE APPLICANT CERTIFIES TO THE BEST OF ITS KNOWLEDGE: The information so bmitted to the Wisconsin Economic Development Corporation in this application, and subsequentiy in connection with this application, is true and correct. The applicant is in compliance with laws, regulations, ordinances and orders applicable to it that could have an adverse material impact on the project. Adverse materiel impact includes lawsuits, criminal or civil actions, bankruptcy proceedings, regulatory action by a governmental entity or inadequate capital to complete the project. The applicant is not in default under the terms and conditions of any grant or loan agreements, leases or ?nancing arrangements with its other creditors that could have an adverse material impact on the project. WEDC is authorized to obtain background checks including a credit check on the applicant and any individual(s) with 20% or more ownership interest in the applicant company. The applicant has disclosed, and will continue to disclose. any occurrence or event that could have an adverse material impact on the project. THE APPLICANT UNDERS This application and other materials submitted to WEDC may constitute public records subject to disclosure under Wisconsin's Public Records Law, ?19.31 et seq. The applicant may mark documents ?con?dential" if the documents contain sensitive information. Submitting false or misleading information in connection with an application may result in the applicant being found ineligible for ?nancial assistance under the funding program, and the app?cant or its representative may be subject to civil andior criminal prosecution. WEDC may access information the applicant has submitted to the \Msconsin Departments of Revenue and Worldorce Development and use such information in assessing the applicant's performance under any eventual agreement. WEDC may also submitted by the applicant with the Wisconsin Departments of Revenue and Workforce Development. Applicant hereby authorizes such information sharing and disclosure. ?Yes I certify that incentive assistance is needed to ensure this project will happen in Wisconsin. Please provide details below: it. at.? Signature: Date: [2014? TA u?iorfzedJRepresenta?ve) Printed Name: SW Title: MW Page rev-Fr - - - EXHIBIT From: To: Subject: Date: Jon Bartz MARK T BUECHEL RE: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application Monday, November 6, 2017 4:09:01 PM Mark –   I will not officially accept this application until I receive an email from you with the appropriate paperwork. But you are right. I should have told them to contact you for the WEDC application rather than sending it to them. I will not do that anymore.   Thanks, Jon   From: MARK T BUECHEL [mailto Mark Buechel @wisc.edu] Sent: Monday, November 06, 2017 4:05 PM To: Jon Bartz Subject: RE: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Jon, Just to follow up, this project is submitting the WEDC application because they forgot to include it with the part two submission so in this instance it may not be as critical to follow policy but it could cause big problems in the future if WEDC accepts applications from projects that are not approvable.   Due to the pending law changes we expect two to three years’ worth of projects to be submitted in a 60-90 day time period (I know of one developer planning to submit eleven HTC projects by the end of February and that is just one company). Every developer with a project over $2.5 million with any chance of success will be accelerating the project to get it in prior to the law change. If developers are scrambling to get projects in and they start to send applications directly to you to get something in “under the wire” but they have not submitted a complete project to us or they have submitted a weak project that is not approvable then what happens?  With the huge onslaught of projects we expect to arrive in the next few months SHPO would hope that WEDC maintain a strict policy of not accepting anything directly to avoid the headaches that confusion could cause.   Mark T Buechel, AIA Senior Preservation Architect State Historic Preservation Office   Wisconsin Historical Society 816 State Street, Madison, Wi.  53706 608-264-6491 (O) mark.buechel@wisconsinhistory.org   Wisconsin Historical Society Collecting, Preserving, and Sharing Stories Since 1846     From: Jon Bartz [mailto:jon.bartz@wedc.org] Sent: Monday, November 06, 2017 3:12 PM To: MARK T BUECHEL Subject: FW: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Mark –   This project is a bit out of order. They told me they had been in touch with you but they requested the WEDC application from me. I thought I better forward it to you for your records plus I need the Part I and Part II from you for my records.   Please give me a call if you have any questions/comments.   Thanks, Jon   From: Carey Sharpe [mailto:Carey Sharpe @gmail.com] Sent: Wednesday, November 01, 2017 1:03 PM To: Jon Bartz Subject: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Hello Jonathan-  Please attached forms for 405 Washington Ave LLC (the Fraternal Order of the Eagles building in Oshkosh). Please let me know if you have any questions or need anything further from me.    Thank you- Carey Sharpe   Managing Member 405 Washington Ave, LLC From: To: Subject: Date: Attachments: MARK T BUECHEL Jon Bartz RE: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application Monday, November 6, 2017 4:31:32 PM Fraternal Order of Eagles - 405 Washington Avenue - Oshkosh.pdf I do not want to make this difficult for them because of a technicality, we should have some level of customer service if we can help them out. In situations where they have the project submitted and approved and just forgot the WEDC application the easiest solution is to merge the documents we need to move it forward. So I have attached the part one and two copies that would normally accompany the submission to you.   The part one was approved for the project by NPS on 9/18/2017 and the part two was conditionally approved by NPS on 10/05/2017.      The point I was making earlier was more to make sure we curb things like this from happening as deadlines loom for project submissions because I anticipate someone will try to speed things up by sending directly to you and bypassing SHPO and we do not want you spending time executing contracts for projects that have not been reviewed and approved. In this instance you can add these to the submission and process it, the project is in good standing and well underway, I do not see any significant issues. Also, an FYI, in case you do not recognize the owner, Carey Sharpe, is Senator Ron Johnson’s daughter.     Mark T Buechel, AIA Senior Preservation Architect State Historic Preservation Office   Wisconsin Historical Society 816 State Street, Madison, Wi.  53706 608-264-6491 (O) mark.buechel@wisconsinhistory.org   Wisconsin Historical Society Collecting, Preserving, and Sharing Stories Since 1846     From: Jon Bartz [mailto:jon.bartz@wedc.org] Sent: Monday, November 06, 2017 4:14 PM To: MARK T BUECHEL Subject: RE: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Mark –   I read your second email first. Should I inform the applicant they need to submit a hard copy of the WEDC application to you or will you be contacting them?   Thanks, Jon   From: MARK T BUECHEL Mark Buechel @wisc.edu] Sent: Monday, November 06, 2017 3:39 PM To: Jon Bartz Subject: RE: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Jon, WEDC policy has always been to reject any direct submission to your office, WEDC applications for HTC’s are supposed to come through the SHPO office and are not to be forwarded to WEDC until such time as the project is an approvable project. If you follow past protocol you request they send hard copy to the SHPO office for processing. Has your policy changed?   I specifically told the ownership group they are to send it to the SHPO office and not directly to your office, they apparently did not follow those directions.     Mark T Buechel, AIA Senior Preservation Architect State Historic Preservation Office   Wisconsin Historical Society 816 State Street, Madison, Wi.  53706 608-264-6491 (O) mark.buechel@wisconsinhistory.org   Wisconsin Historical Society Collecting, Preserving, and Sharing Stories Since 1846     From: Jon Bartz [mailto:jon.bartz@wedc.org] Sent: Monday, November 06, 2017 3:12 PM To: MARK T BUECHEL Subject: FW: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Mark –   This project is a bit out of order. They told me they had been in touch with you but they requested the WEDC application from me. I thought I better forward it to you for your records plus I need the Part I and Part II from you for my records.   Please give me a call if you have any questions/comments.   Thanks, Jon   From: Carey Sharpe Carey Sharpe @gmail.com] Sent: Wednesday, November 01, 2017 1:03 PM To: Jon Bartz Subject: Fraternal Order of the Eagles/405 Washington Ave LLC WEDC Application   Hello Jonathan-  Please attached forms for 405 Washington Ave LLC (the Fraternal Order of the Eagles building in Oshkosh). Please let me know if you have any questions or need anything further from me.    Thank you- Carey Sharpe   Managing Member 405 Washington Ave, LLC EXHIBIT WEDC Historic Preservation Certification Section A – Project Information • Item #3 - Financing is 100% secured though the Trust (the owners of the building) as indicated in section V of the business application. There are no tenants in the building, it will be completely occupied and operated by the owners of the building, 405 Washington Avenue LLC Section B- Economic Impact: At this time we have 1 full time employee, our general manager who just started on November 1st, 2017. The venue is not planned for completion until mid-2017. There will likely be at least one or two more full time employees starting next year as the manager of the café and bowling alley, but that is still yet to be determined. The remaining employees (cooks, servers, bartenders, special event staff) will likely all be part-time given the nature of the service industry. It is estimated that a total of approx. 30 FTE’s will be created by the combination of a few full time and mainly part time employees. WEDC Business Application Section IV – Benefit Information • Since we estimate we will have 30 FTEs and mainly part time employees, we do not plan to offer health care benefits to our employees as we are not required to based on our number of employees and part-time status. Employees would have to option to buy themselves an individual insurance plan in the insurance marketplace. EXHIBIT From: To: Subject: Date: Attachments: Jon Bartz Carey Sharpe RE: Review of HTC Application Wednesday, November 22, 2017 4:45:00 PM image001.png image002.png image003.png Carey –   Thanks for the additional information. My apologies for not making it clear in my email of November 16, but I would like you to revise your application with the additional information and submit it to me.   If you have any questions, please contact me.   Have a happy Thanksgiving!   Jon   From: Carey Sharpe [mailto: @thehowardoshkosh.com] Sent: Tuesday, November 21, 2017 5:14 PM To: Jon Bartz Subject: Re: Review of HTC Application   Hi Jon- I am attaching additional information for my application.  I still believe I provided you with the correct W9 but I am speaking with the Historic Tax Credits at Baker Tilly out of Madison next week Thursday to be sure.  Please let me know if you have any additional questions.     On Thu, Nov 16, 2017 at 4:05 PM, Jon Bartz wrote: Carey Sharpe Carey –   With respect to the employees, what I would suggest is to include a brief explanation of the parttime status of your employees (like you did below) as Attachment #3 for Item #2 in Section B – Economic Impact. You can then leave Section IV – Benefit Information as it is.   When you file a tax return with the Wisconsin Department of Revenue to claim the Historic Tax Credits, who’s tax return will that be?   Thanks, Jon     From: Carey Sharpe [mailto @thehowardoshkosh.com] Sent: Thursday, November 16, 2017 3:41 PM To: Jon Bartz Carey Sharpe Subject: Re: Review of HTC Application   Hi Jon- I will get this info back to you on Monday but I have one question- we will mainly have part time hourly employees and will certainly not have 30 full time positions and don’t plan to offer benefits to our employees (other than perhaps our general manager but that has not been decided yet).  So that is why I didn’t enter any benefits information.  Do you need additional clarification on that?  The question didn’t specify how many full time vs part time employees so I just guessed how many we would have total (again mainly they will be part time hourly workers operating a cafe and bowling alley bar, with some part time event staff as well).    Also our LLC is a disregarded entity of the trust, which is why I included the trust W9.  My accountant agreed with this and the instructions also seemed to indicate the trust W9 was the correct one to include in the application.     Thanks- Carey          On Nov 16, 2017, at 3:10 PM, Jon Bartz wrote: Carey –   I have reviewed your application for Historic Tax Credits for The Howard project and have the following questions and comments:   Section I – Applicant Information Please provide a NAICS code   Section IV – Benefit Information Indicated as Not Applicable yet Item #2 in Section B – Economic Impact states that it is anticipated that 30 permanent jobs will be created. Please explain.   Section A – Project Information Item #3 - There is a reference to Attachment #2 but I cannot find that attachment in the documents that were provided to me Item #4 – Please provide the additional following information in your project description Number of stories and square footage of the building Proposed use of the building Timeline of the project Evidence of community support Impact of the project   W-9 Is the W-9 for the Trust or for the LLC? We will need a W-9 for the LLC. In this situation, I think Line 1 should be 405 Washington Ave, LLC and Line 2 should be The Howard. Please check with your attorney and/or accountant.   Please contact me if you have any questions on the above.   Thanks, Jon   Jonathan P. Bartz, CEcD EDFP Regional Economic Development Director Wisconsin Economic Development Corporation 5 N. Systems Drive Appleton, WI 54914   608.210.6846     Website:  inwisconsin.com Twitter:  twitter.com/InWisconsin Newsletters:  inwisconsin.com/subscribe/     WEDC’s mission is to advance and maximize opportunities in Wisconsin for businesses, communities and people to thrive in a globally competitive environment.     EXHIBIT Award ID HTC FY18-24049 Underwriter: Shawn J Theis Project Lead: Jon Bartz Date Prepared: 12/22/17 STAFF REVIEW Historic Preservation Tax Credit 405 Washington Ave, LLC Oshkosh, WI (Winnebago County) Total Project Cost: $5,363,279 Total Qualified Rehab Cost: $4,723,517 WEDC Recommended Award Amount: $944,703 FY18 HTC Allocation to Date: $939,859 WHS Approval Date: 10/05/2017 MANAGEMENT REVIEW: Division Vice President: _______________________ Date: ____________ □ APPROVE □ DENY Senior Financial Services Director:_______________ Date: ____________ □ APPROVE □ DENY CEO or Designee: □ APPROVE □ DENY _______________________ Date: ____________ Awards Admin. Comm (if applicable): _______N/A______________ Date: ____________ □ APPROVE □ DENY WEDC Board (if applicable): _______N/A_______________ Date: ____________ □ APPROVE □ DENY Underwriting Checklist Historic Preservation Tax Credit – Certified Historic Building FY18 NOTE: Any “No” responses must provide an explanation of the extenuating circumstances warranting a deviation from the guideline. HTC – Certified Historic Building Certification Mandatory Guidelines Yes Credit amounts to 20% of the qualified rehabilitation expenses WHS submitted notification that property is listed, or is eligible for listing in, the National Register of Historic Places or the State Register of Historic Places, or is located in a X X 1 No Explanation historic district that is listed in the National or State Register and is certified by the SHPO as being of historic significance to the district, or is an outbuilding of an otherwise eligible property certified by the SHPO as contributing to the historic significance of the property The cost of the qualified rehabilitation expenditure, as defined in section 47 (c)(2) of the Internal Revenue Code, is at least $50,000 WHS has notified WEDC that the building will be placed in service after December 31, 2013 The proposed preservation or rehabilitation plan complies with standards promulgated under Wis. Stat. § 44.02 (24), and the completed preservation or rehabilitation substantially complies with the proposed plan No physical work of construction or destruction began prior to the recommendation of the proposed preservation or rehabilitation by the SHPO The eligible costs are not incurred to acquire any building or interest in a building or to enlarge an existing building The SHPO recommended the rehabilitation for approval by the secretary of the interior Funding certifications are effective for three years commencing on the initial date of certification and must be claimed based on actual qualified rehabilitation expenditures by the conclusion of the three year period; unless the rehabilitation is substantial and occurring in phases warranting up to six years If the applicant is a 501 (c) (3) nonprofit entity, the organization intends to sell or otherwise transfer the credit. If the applicant is a nonprofit entity other than a 501 (c) (3), the proposal for certification has been authorized by the Joint Committee on Finance for approval. X X X X X X X N/A N/A Guidelines Recipient is current on all previous awards I. Yes No IX I Explanation I PROJECT SUMMARY 405 Washington Ave, LLC is seeking State Historic Tax Credits in the amount of $944,703 to assist in the restoration and renovation of the Fraternal Order of Eagles (FOE) building located at 405 Washington Ave., Oshkosh, WI., 54901. 2 II. COMPANY DESCRIPTION Ow ner Percent Ronal H Johnson & Jane K Johnson Irrevocab le Endow ment 100% Trust TOTAL 100% *Review of backg rounds show no issues of concern as it relates to this project. Ill. PROJE CT DESCRIPTION The Fraterna l Order of Eag les (FOE ) Bui lding at 405 Washington Avenue in Oshkosh , Wisconsin , is loca lly significant unde r Nationa l Register Criter ion C, in the area of Arch itectu re as an excellent Oshkosh examp le of Tudor Rev iva l style architecture and w as designed by prominent W isconsin arch itect Henry Au ler ( 1884-1951 ). The bui lding reta ins the cha racter istics of the Tudo r Rev iva l sty le; the brick and limestone accented building is symmet rically composed w ith two story limestone clad bay w indow s dom inating the front projecting w ings and divided light casement w indow s are surrounded by co rseted frames. The C raftsmanship and relative good condition of this ed ifice and the fact that most of the or igina l w indow s, fixtures , fin ishes and floor plan remain intact , just ifies the Fraterna l Order of Eag le building for inclus ion on the National Registe r of Histo ric Places. The pe riod of sign ificance for the Fraterna l Order of Eag les bu ilding under Criter ion C is 1927 , the date of construction. The bu ilding consists of a basement, first and second story and is app rox imate ly 33 ,383 sq. ft . The renovat ion of the building has already begun and is expected to be comp leted by the end of 2018 , w ith the ballroom slated to be comp leted by July 2018 , and the j uice bar and bow ling alley to open late r in the yea r, tentatively in Septembe r of 2018. The planned use for the bu ilding includes the bowling alley in the basement that is being remodeled and w ill reopen to the pub lic late next yea r. The first floo r of the bui lding w ill hold a j uice and coffee bar cafe . The remaining space includes a large ballroom on the 1st floor w ith a 2nd floor balcony that can seat approx imately 350 people , and w ill be used for w eddings and concerts /dances . The great hall on the 2nd floor w ill be used for sma ller w edd ings or private events and w e w ill also host ticketed dinners and events that w ill be open to the publ ic. There is kitchen space on both the first and second floor to serve all of these activ ities . AMOUNT SOURCE Rona ! H Johnson & Jane K Johnson Irrevocab le Endow ment Trust $5 ,363 ,279 TOTAL $5 ,363 ,279 3 ECONOMIC IMPACT Construction Jobs: 56 Full-Time Jobs: 30 $479 ,700 Assesse d Value: Improve d Assessed Value: $5,363 ,279 Financing Comm itment N/A 100% Vacancv: Lease Comments: Tenants will be the owners of the building IV. PREVIOUS DEPARTMENT OF COMMERCE/WEDC AWARDS No previous awards for 405 Wash ington Ave , LLC. V. STAFF ANALYSIS Staff has reviewed the applicant information and determined that 405 Wash ington Ave , LLC meets all requirements under the FY 18 HTC program guidelines. Strengths • • • The project meets the intent of the prog ram by assisting w ith the rehab of a histor ic building. Investment of $4,723 ,517 in qualified rehab ilitation expenditures . Project will create 30 new jobs. Historic Tax Credits Proj ect Meas ure ments Measurement Measurement Type Leverage Capital Investment Result Result VI. Baseline Goal 0 0 $4,723,517 $4,723,517 End/Due Date 10/04/2020 10/04/2020 STAFF RECOMMENDATION Staff recommends allocation of Historic Preservation Tax Credits to 405 Wash ington Ave, LLC in the amount of$ 944,703 . 4 Terms and Conditions FY18-24049 405 Washington Ave, LLC AMOUNT: WEDC will designate 405 Washington Ave, LLC in Oshkosh, Wisconsin under the Historic Preservation Tax Credit Program. Upon designation, 405 Washington Ave, LLC would be certified as eligible for state income tax credits of up to Nine Hundred Forty-Four Thousand Seven Hundred Three Dollars ($944,703). USE: To facilitate the investment Four Million Seven Hundred Twenty-Three Thousand Five Hundred Seventeen Dollars ($4,723,517) in qualified rehabilitation expenditures in Oshkosh, Wisconsin. CONDITIONS: Except as mutually agreed upon, Historic Preservation Tax Credits of up to Nine Hundred Forty-Four Thousand Seven Hundred Three Dollars ($944,703) may be earned based on the actual amount of qualified rehabilitation expenditures. Please note that the actual amount of tax credits 405 Washington Ave, LLC will be able to claim is dependent upon meeting certain investment in qualified rehabilitation. TERM: Historic Preservation Tax Credits can be earned over a period of 36 consecutive months, commencing on October 05, 2017 and expiring on October 04, 2020 ELIGIBILITY: Historic Preservation Tax Credits are non-refundable and may only be used to offset Wisconsin income or franchise taxes that are otherwise due by 405 Washington Ave, LLC treated as partnerships and tax-option corporations cannot claim the credit, but the credit attributable to the entity’s business operations passes through to the partners, members or shareholders. The Historic Preservation Tax Credits are transferrable, but require that 405 Washington Ave, LLC notifies the Department of Revenue of the transfer, and submits with the notification a copy of the transfer documents, and the Department of Revenue certifies ownership of the credit with each transfer. 5 { WISCONSIN OISTRESSED / TIER I ORTIERIICOUNTIES ORMUNIC!PAIJTIES s .,-, ~ 0 o,,,i~OCN ~\o, I ' ..... """"' '"" LffEMO Up:::1~11 ~ 2011 6 """'"' EXHIBIT Fed. Election Comm’n, Individual Contributions, https://www.fec.gov/data/receipts/individualcontributions/?committee_id=C00482984&committee_id=C00581934&committee_id=C0058270 0&committee_id=C00671933&contributor_name=hogan%2C+mark&two_year_transaction_perio d=2010&two_year_transaction_period=2012&two_year_transaction_period=2014&two_year_tran saction_period=2016&two_year_transaction_period=2018&two_year_transaction_period=2020& min_date=01%2F01%2F2009&max_date=12%2F31%2F2020. Fed. Election Comm’n, Individual Contributions, https://www.fec.gov/data/receipts/individualcontributions/?committee_id=C00482984&committee_id=C00581934&committee_id=C0058270 0&committee_id=C00671933&contributor_name=mauer%2C+lisa&two_year_transaction_period =2020&two_year_transaction_period=2018&two_year_transaction_period=2016&two_year_trans action_period=2014&two_year_transaction_period=2012&two_year_transaction_period=2010&m in_date=01%2F01%2F2009&max_date=12%2F31%2F2020. Fed. Election Comm’n, Individual Contributions, https://www.fec.gov/data/receipts/individualcontributions/?committee_id=C00482984&committee_id=C00581934&committee_id=C0058270 0&committee_id=C00671933&contributor_name=drury%2C+david&two_year_transaction_perio d=2020&two_year_transaction_period=2018&two_year_transaction_period=2016&two_year_tran saction_period=2014&two_year_transaction_period=2012&two_year_transaction_period=2010& min_date=01%2F01%2F2009&max_date=12%2F31%2F2020. EXHIBIT From: To: Cc: Subject: Date: Attachments: ----- noreply@salesforce.com on behalf of Contracts @thehowardoshkosh.com Jon Bartz; Mark Maley; Justin Phillips; Shawn Theis WEDC Executed Contract HTC FY18-24049 Wednesday, February 14, 2018 10:41:14 AM 24049-FY18-Final Contract Executed-HTC-405 Washington Ave LLC-20180213.pdf HTC Reporting Guide.pdf Carey Sha Dear Carey Sharpe, I am pleased to attach the final Executed Contract document between 405 Washington Ave, LLC and the Wisconsin Economic Development Corporation (WEDC) for your records. WEDC is proud to work with companies such as yours to fulfill new opportunities in Wisconsin. Thank you for your commitment to your employees, your community and the state of Wisconsin. Sincerely, Heather Seiberlich CONTRACT# HTC FY18-24049 HISTORIC PRESERVATION TAX CREDIT AGREEMENT BETWEEN THE WISCONSIN ECONOMIC DEVELOPMENT CORPORATION AND 405 WASHINGTON A VE, LLC This Agreement is entered into pursuant to Chapter 238 of the Wisconsin Statutes between the Wisconsin Economic Development Corporation ("WEDC") a public body corporate and politic authorized to certify businesses for tax credits pursuant to § 238.17 of the Wisconsin Statutes, and 405 Washington Ave, LLC ("Recipient") located at 5736 I Ah May Tab Road, Oshkosh, Wisconsin . WITNESS ETH WHEREAS, the Recipient has submitted an application to the Wisconsin Historical Society describing their rehabilitation of a Certified Historic Structure and an application to WEDC, requesting Historic Preservation Tax Credits; WHEREAS, the State Historic Preservation Officer of the Wisconsin Historical Society has recommended approval of the Project to the Secretary of the Interior; and WHEREAS, the State Historic Preservation Officer has submitted the Application to WEDC for allocation of Historic Preservation Tax Credits to the Recipient under § 238.17 of the Wisconsin Statutes; WHEREAS, Recipient's Application states the Recipient plans to invest Four Million Seven Hundred Twenty-Three Thousand Five Hundred and Seventeen Dollars ($4,723,517) in Qualified Rehabilitation Expenditures to rehabilitate a Certified Historic Structure at the Project Location; WHEREAS, in reliance upon the recommendation of the State Historic Preservation Officer and the Recipient 's Application, WEDC has decided to certify the Recipient as eligible for up to Nine Hundred Forty-Four Thousand Seven Hundred and Three Dollars ($944,703) in Historic Preservation Tax Credits . NOW, THEREFORE, for valid consideration, the receipt of which is hereby acknowledged, and in consideration for the promises and covenants in this Agreement, WEDC and the Recipient agree as follows: 1. Definitions. For purposes of this Agreement, the following tenns shall have the following meanings : (a) "Agreement" means this agreement, to include all documents required to be delivered contemporaneously with the execution and delivery of this Agreement, and the attached Exhibits, Page I of 10 together with any future amendments Agreement. executed m compliance with Paragraph 21 of this (b) " Application" means the materials submitted by Recipient to WEDC relating to the Recipient ' s Project and this allocation of Historic Preservation Tax Credits, and the materials submitted by the Recipient to the Wisconsin Historical Society, including the "Description of Rehabilitation (Part II)." (c) "Certification Date" means October 5, 2017, the date on which the eligibility to earn Historic Preservation Tax Credits begins. (d) "Certified Historic Structure" means any building (and its structural components) which is listed, or eligible to be listed, on the National Register or is located in a registered historic district and is certified by the Secretary of the Interior to the Secretary as being of historic significance to the district. (e) "Historic Preservation Tax Credits" means the tax credits under Wis. Stats. §§ 71.07(9m) , 71.28(6), or 71.47(6) the Recipient is certified as eligible to receive under Wis. Stat.§ 238.17. (f) "Effective Date" means the date on which this Agreement is fully executed by both parties. (g) "Estimated Completion Date" means September 1, 2018, the date by which the Recipient estimates the Project will be completed. (h) "Project" means the rehabilitation of a Certified Historic Structure at the Project Location, restoring and renovating the Fraternal Order of Eagles building, for which WEDC is certifying the Recipient as eligible for receiving Historic Preservation Tax Credits, in accordance with the Recipient's Application and the terms and conditions of this Agreement. (i) "Project Location" means 405 Washington Avenue, Oshkosh, Wisconsin. (j) "Qualified Rehabilitation Expenditures" means the actual cost of the qualified rehabilitation expenditures as defined in§ 47(c)(2) of the Internal Revenue Code. (k) "Recipient " means 405 Washington Ave, LLC. (1)"WEDC" means the Wisconsin Economic Development Corporation, together with its lawful successors and assignees. 2. Duration. This Agreement shall be in effect until all of the terms and conditions hereunder are fully satisfied. 3. Certification of Recipient for Historic Preservation Tax Credits. Subject to the terms and conditions set forth in this Agreement, and in Wis. Stats. §§ 71.07(9m), 71.28(6), 71.47(g), and 238.17, WEDC hereby certifies the Recipient as eligible to receive up to Nine Hundred Forty-Four Thousand Seven Hundred and Three Dollars ($944,703) in Historic Preservation Tax Credits. The Recipient's certification for Historic Preservation Tax Credits under Wis. Stat. § 238 .17 shall be Page2 of 10 effective for, and can be earned over a period of, up to Thirty-Six (36) consecutive months, commencing at 12:00 a.m. on the Certification Date and expiring at 11:59 p.m. on October 4, 2020. 4. Recipient's Obligations. The Recipient will: (a) Design and carry out the Project in accordance with the Recipient 's Application recommended by the State Historic Preservation Officer and in accordance with the Secretary of the Interior's Standards for Rehabilitation. 5. Eligibility for Historic Preservation Tax Credits. (a) Earning Credits. Subject to the Recipient satisfying its requirements under the terms of this Agreement, the Recipient will be eligible to earn Historic Preservation Tax Credits at a rate of Twenty Percent (20%) of the Recipient's actual Qualified Rehabilitated Expenditures, up to a maximum Historic Preservation Tax Credit allocation of Nine Hundred Forty-Four Thousand Seven Hundred and Three Dollars ($944,703). (b) Eligibility. The Historic Preservation Tax Credits are non-refundable and may only be used to offset Wisconsin income or franchise taxes that are otherwise due by the Recipient. Partnerships, LLCs treated as partnerships and tax-option corporations cannot claim the credit, but the credit attributable to those entities' business operations passes through to the partners, members or shareholders. (c) Transferability. Pursuant to Chapter 71 of the Wisconsin Statutes, the Historic Preservation Tax Credit may be transferable . Please contact the Wisconsin Department of Revenue to transfer the credit. (d) Expiration. Anything herein to the contrary notwithstanding, WEDC's allocation of Historic Preservation Tax Credits under Chapter 238 of the Wisconsin Statutes shall expire the date that the Historic Preservation Tax Credits received by the Recipient equals or exceeds the maximum amount set forth in Paragraph S(a) above. 6. Reporting. Once a determination has been made by the National Parks Service or the Wisconsin Historical Society, the Recipient shall submit to WEDC the completed "Request for Certification of Completed Work (Part III)" by December 31, 2020, along with a performance report, a sample of which is attached as Exhibit A. 7. Event of Default. The occurrence of any one or more of the following events shall constitute an Event of Default for the purposes of this Agreement: (a) The Recipient supplies false or misleading information to WEDC in connection with this Agreement, without providing a satisfactory explanation, in WEDC's sole discretion, for the noncompliance. (b) The Recipient fails to comply with or perform, in any material respect, any of its obligations under this Agreement, without providing a satisfactory explanation, in WEDC 's sole discretion , for the noncompliance. 8. Remedies in Event of Default. Page 3 of 10 (a) Upon the occurrence of any Event of Default , WEDC shall send a written notice of default to the Recipient, setting forth with reasonable specificity the nature of the default. If the Recipient fails to cure any such Event of Default to the reasonable satisfaction of WEDC within Thirty (30) calendar days , WEDC may extend the cure period if WEDC determin es, in its sole discretion , that the Recipient has begun to cure the Event of Default and diligently pursues such cure, or, without further written notice to the Recipient , declare the Recipient in default. The cure period shall in no event be extended more than Ninety (90) days. In the Event of Default , WEDC may terminate the Agreement and WEDC or the Wisconsin Department of Revenue ("DOR") may recover from the Recipient: (i) One Hundred Percent (100%) of the tax credits verified by WEDC and claimed by the Recipient under this Agreement; (ii) Penalties and fees owed to DOR, if applicable; and (iii) All court costs and attorney' s fees incurred by WEDC in terminating this Agreement and recovering the amount s owed by the Recipient under this prov ision. (b) These amounts shall be paid to WEDC within Thirty (30) calendar days of demand by WEDC hereunder. If the Recipient fails to pay these amounts to WEDC as and when due, the Recip ient will be liable for the full unpaid balance plus interest at the annual rate of up to Twelve Percent (12%) from the date of the notice of Event of Default. (c) Upon an Event of Default, WEDC may, without further notice, revoke the Recipient's certification. 9. Recipient's Warranties and Representations. In addition to the other provisions of this Agreement, the Recipient hereby warrants and represents to the best of its knowledge that as of the date of this Agreement: (a) The Recipient is duly incorporated and validly existing under the laws of the state of its incorporation and is authorized to engage in business in the State of Wisconsin. (b) The Recipient is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so authorized would not have a material and adverse effect on the Recipient's ability to perform its obligations under this Agreement. (c) The Recipient is in compliance with all laws , regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material , adverse effect on the Recipient 's ability to perform its obligations under this Agreement. (d) The financial statements and other information provided by the Recipient and relied on by WEDC in deciding whether to enter into this Agreement with the Recipient, are complete and accurate in accordance with Generally Accepted Accounting Principles where applicable. (e) The Recipient has available or has the capacity to secure funds necessary to cover, as and when incurred, the Qualified Rehabilitation Expenditure s as identified in this Agreement. Page4 of 10 (f) The undersigned officer of the Recipient is fully authorized to execute and deliver this Agreement on behalf of the Recipient. 10. Wisconsin Open Records Law. The Recipien t understands that this Agreement and other materials submitted to WEDC may constitute public records subject to disclosure under Wisconsin's Public Records Law, Wis . Stats. §§ 19.31-.39, and any successor statutes and regulations ("Public Records Law"). 11. Additional Requirements. (a) Project and Financial Records. The Borrower shall prepare, keep and maintain such records as may be reasonably required by WEDC to validate the Borrower's performance under this Agreement, whether created by the Borrower or by a third party conducting Project-related activities on behalf of the Borrower, and the performance reports provided to WEDC. The Borrower shall provide such records to WEDC during the tenn of this Agreement as may be requested by WEDC. Such materials shall be retained by the Borrower for a period of at least three (3) years after December 31, 2020. (b) Inspection. (i) WEDC and its respective agents, shall, upon Forty-Eight (48) hours' advance written notice to the Borrower, have the right to enter the Borrower's premises, during normal business hours, to inspect the Borrower's operations documentation relating to this Agreement, provided, however, that such access does not unreasonably disrupt the normal operations of the Borrower. (ii) The Borrower shall produce for WEDC's inspection, examination, auditing and copying, upon reasonable advance notice, any and all records which relate to this Agreement, including those Project-related records created or maintained by a third party on behalf of the Borrower. (iii) WEDC reserves the right to conduct a physical site visit of the Project during the term of this Agreement. (c) A uthorization to Receive Confidential Information . The Recipient hereby authorizes WEDC to request and receive confidential information the Recipient has submitted to, including any adjustments to such infonna tion by, the Wisconsin Department of Revenue ("DOR") and Wisconsin Department of Workforce Development ("DWD") and use such information in assessing the Recipient's performance for the duration of the economic development project and to ensure that WEDC is properly administering or evaluating economic development programs. The Recipient also authorizes WEDC to share information submitted to WEDC by the Recipient with the DOR and DWD and to redisclose the information received from the DOR and DWD to the public . (c) Consolidation or Me rger. During the term of this Agreement, the Recipient shall provide written notice to WEDC within Thirty (30) days of any consolidation or merger with or into any other unrelated corporation or business entity. (d) Public Announcement. The Recipient agrees to work with WEDC in making a public announcement of this Agreement. Page 5 of 10 (e) Insurance. The Recipient covenants that it will maintain insurance in such amounts and against such liabilities and hazards as customarily is maintained by other companies operating similar businesses. 12. Conflicts. In the event of any conflict between the provisions of this Agreement and any accompanying documents, the terms of this Agreement control. 13. Choice of Law. THIS AGREEMENT AND ALL MATTERS RELATING TO IT OR ARISING FROM IT - WHETHER SOUNDING IN CONTRACT LAW OR OTHERWISE - SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED PURSUANT TO, THE LAWS OF THE ST ATE OF WISCONSIN. 14. Venue, Jurisdiction. Any judicial action relating to the construction, interpretation, or enforcement of this Agreement, or the recovery of any principal, accrued interest, court costs, attorney's fees and other amounts owed hereunder, shall be brought and venued in the U.S. District Court for the We stern District of Wisconsin or the Dane County Circuit Court in Madison, Wisconsin . EACH PARTY HEREBY CONSENTS AND AGREES TO JURISDICTION IN THOSE WISCONSIN COURTS, AND WAIVES ANY DEFENSES OR OBJECTIONS THAT IT MAY HA VE ON PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. 15. Waiver of Right to Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY JUDICIAL ACTION OR PROCEEDING THAT MAY ARISE BY AND BETWEEN WEDC AND THE RECIPIENT CONCERNING OR RELATING TO THE CONSTRUCTION, INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, OR THE RECOVERY OF ANY PRINCIPAL, ACCRUED INTEREST, COURT COSTS, ATTORNEYS' FEES AND OTHER AMOUNTS THAT MAY BE OWED BY THE RECIPIENT HEREUNDER. THIS JURY TRIAL WAIVER CONSTITUTES A SUBSTANTIAL CONSIDERATION FOR AND INDUCEMENT TO THE PARTIES TO ENTER INTO TIDS AGREEMENT. 16. Limitation of Liability. RECIPIENT HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER FROM WEDC ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR DAMAGES OF ANY OTHER NATURE OTHER THAN ACTUAL DAMAGES INCURRED OR SUFFERED BY RECIPIENT . 17. Severability. If any provision of this Agreement is held invalid or unenforceable by any Governmental Body of competent jurisd iction, such invalidity or unenforceability shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid or unenforceable, and an equitable adjustment shall be made and necessary provision s added so as to give effect to the intention of the parties as expressed in this Agreement at the time of the execution of this Agreement and of any amendments to this Agreement. In furtherance of and not in limitation of the foregoing, the parties expressly stipulate that this Agreement shall be construed in a manner which renders its prov ision s valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law . "Governmental Body " means any federal , state , local, municipal, foreign or other governm ent ; courts , arbitration commission, governmental or quasi-governmental authority of any natur e; or an official of any of the foregoing. Page 6 of 10 18. WEDC Not A Joint Venturer or Partner. WEDC shall not, under any circumstances, be considered or represented to be a partner or joint venturer of the Recipient or any beneficiary thereof. 19. Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms and conditions set forth herein. 20. No Waiver. No failure or delay on the part of WEDC in exercising any power or right under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any such power or right preclude any other exercise of any other power or right. 21. Entire Agreement. This Agreement embodies the entire agreement of the parties concerning WEDC's and the Recipient 's obligations related to the subject of this Agreement. This Agreement may not be amended, modified or altered except in writing signed by the Recipient and WEDC. This Agreement supersedes all prior agreements and understandings between the parties related to the subject matter of this Agreement. Page 7 of 10 ·, IN WITNESS WHEREOF, WEDC and the Recipient have executed and delivered this Agreement effective the date set forth next to WEDC' s signature below. WISCONS IN ECONOMIC DEVELOPMENT CORPORATION By: f?td 1,/c/,? Mark R. Hogan Secretary & CEO Date :J- v-/f Date Notices to the Recipient hereunder shall be Notices to WEDC hereunder shall be effective upon effective upon mailing by first class mail, mailing by first class mai l, postage prepaid, and postage prepaid, and addressed to the following addressed as follows: person and address or such other person and address as the Recipient may designate in writing: WisconsinEconomicDevelopment Corporation Division of Credit & Risk 405 WashingtonAve, LLC P.O. Box 1687 5736 I Ah May Tab Rd Madison, WI 5370 1 Oshkosh, WI 54901 Attn: Historic Preservation Tax Credit Attn: Carey Sharpe Contract# HTC FYlS-24049 '1 ! "-,l · i.!tfa ge 8 of to ··\ : EXHIBITA Sample Project Performance Report {SAMPLEONLY- You will be sent a report to complete 30 days before the due date) PLEASERETURNYOUR COMPLETEDREPORTAND REQUIREDSUPPORTINGDOCUMENTATIONTO: report!ng@wedc.org PROJECTINFORMATION CONTRACT#: REPORTINGDESIGNEE: AWARDEE : PROJECTFUNDING Actual for reporting period Planned $ TOTAL PROJECTBUDGET Awardee ( REPORTING PERIOD: Email: PROJECTSITE: I DirectExpenditures $ Other Privatelv FundedExpenditures(investors,financ ial institutions) pleaseenter ➔ $ amounts Other Publicl y Funded Expenditures (state, federa~ oth er public aid) $ TOTAL PROJECT EXPENDITURES $ WEDCAWARD INFORMATION Eligible WEOCTax Credits Verified $ $ SUMMARY OF PROGRESS Provide a comprehensive summary of project act ivities tha t have been accomplished as of t he end of the reporting period. Please descr ibe any progress towards pro je ct deliverab les, as well as any factors t hat may have had an adverse effect on the project or slowed progress on expected performance . Briefly address project plans for the coming year including wha t steps w ill be taken to ensure performance wi thin agreed -upon timelines. Attach addit ional pages if needed. PercentageComp letion of Project : __ % What projectactivitieshavebeencompletedas of the end of th e reportingperiod,and which wou ld not have occurred if not for WEDCassistance ? What contract deliverables were completed duri ng the report ing period ? (Please providean explanationfor any deliverablesthat were not met ) --- What actions are beingtakenwithin the next year to ensure contractual performance? --GE~ENERALCERTIFICATIONS No .VEDCfunds were util ized to outsource jobs from the state of Wisconsin . D D Agr ee 0 Disagree {attach an explanation ) SUPPORTINGDOCUMENTATION As requi red by your contract, please attach t he following documentation to this report and indicate which are being submitted below : D Histo ric Preservatio n Tax Credit Certification - WHS Part Ill D {for Qualified Rehabilitated Build ings) IRSForm 3468 PRINCIPAL/PROJECT DIRECTORAFFIDAVIT As the authorized representative for this project, I hereby atte st and cert ify that the info rma t ion p rovide d in this report is true and corre ct to the best of my knowledge. rpt id Page 9 of IO SUPPORTINGDOCUMENTATION As required by your contract, please attach the following documentation to this report and Indicate which are being submitted below: D D Historic Preservation Tax Credit Certification - WHS Part Ill (for Qualif ied Rehabilitated Buildings) IRSForm 3468 PRINCIPAL/PROJECT DIRECTORAFFIDAVIT (SIGNATURE) (PRINTNAME) (EMAILADDRESS) WEDCReview PROGRESS ON ACTIVITIESAND DELIVERABLES Summarize you r organization's progress towards completion of planned me tr ics outlined in the award agreement; these metrics may cover a variety of areas includin g scope of work, affirmative covenants, and performace deliverables. Attach addit ional pages if necessary, or provide additiona l details in the "Summary of Progress" section on page 1. Scope of Work Item/ Affirmat ive Covenant/Deliverable Progresson Metric - - - - CAPITALINVESTMENT Total expenditures related to the purchase, acquisition, construction, replacement, rehabilitation or modernization of non- current, tangible, perma nent flxed or capital assets. Planned $__ Actual EnterTotalsBelow InvestmentBreakdown Land, Buildings & Real Estate $ Fixtures, Vehicles & Permanent Equipment $ -- Other Capital Assets $ -- Page 10 of lO --