Agenda and Packet

COMMON COUNCIL AGENDA April 28, 2026 The public may view/listen to the meeting by: • Calling Toll Free 1-844-992-4726, access code: 2634 284 2088 • Visiting the web link: https://tinyurl.com/RFCC042826 • Viewing the City's YouTube Channel: https://www.youtube.com/user/cityofriverfalls Call Meeting to Order – 6:30 p.m. Pledge of Allegiance Roll Call Approval of Minutes – April 14, 2026 Council Meeting and April 21, 2026 Organizational Meeting Minutes Approval of Bills: $ *** NOTE: OFFICIAL ACTION MAY BE TAKEN ON ANY AGENDA ITEM *** PUBLIC COMMENT, PETITIONS, REQUESTS AND COMMUNICATIONS 1. Public Comment If you are unable to attend the meeting in person but would like to submit a public comment, please e-mail to the City Clerk’s office (awhite@rfcity.org). PUBLIC HEARING 2. First Reading Ordinance 2026-11 Rezoning property in the Sterling Ponds Corporate park from Conservancy (C) to Industrial (I-1) CONSENT AGENDA 3. Acknowledgement of the following minutes a. BID Board (2/10/26) b. Board of Canvass Spring Election (4/4/26) c. Park and Recreation Advisory Board (4/18/26) d. Plan Commission (3/3/26) 4. Resolution Appointing New Agent for Kwik Trip Store 301 5. Resolution Approving Decentralized Foods, LLC Purchase Agreement 6. Resolution Approving Decentralized Foods, LLC First Right of Refusal 7. Resolution Approving Community Arts Based Request for Noise Control Exemption for Special Event 8. Resolution Approving Indivisible River Falls Request for Noise Control Exemption for Special Event 9. Resolution Approving Municipal Court Memorandum of Understanding 10. Resolution Approving Purchase of a Telehandler Forklift 11. Resolution Approving 2026 Pavement Markings Contract 12. Resolution Approving Planned Unit Development General Development Plan for The Creamery at Cedar, a planned brewery, tap room, and event center at W. Cedar Street and River Street (Bearcat Investments, LLC) ANNOUNCEMENTS 13. Police Week Proclamation 14. Economic Development Week Proclamation 15. Historic Preservation Commission Proclamation 16. Migratory Bird Week Proclamation 17. Poppy Day Proclamation 18. Professional Clerk Week Proclamation REPORTS 19. Administration Report 20. EMS Quarterly Report 21. Mayor’s Good News ADJOURNMENT NOTE: Any person who has a qualifying disabilit y accommodation the Americans with Disabilities Act that requires the meeting or materials to be in an accessible location or format, may contact City Clerk Amy White at (715) 426-3408 or in person at 222 Lewis Street, for accommodations. Requests for accommodation should be made at least three (3) business days in advance of the meeting. Every effort will be made to arrange accommodation. Posted at City Hall on 04/17/26; Publish: The Pierce County Journal: 04/17/26 Website: 04/17/26 CITY OF RIVER FALLS, WISCONSIN COMMON COUNCIL PROCEEDINGS April 14, 2026 Mayor Toland called the meeting to order at 6:30 p.m. City Council Members Present: Todd Bjerstedt, Jeff Bjork, Sean Downing, Scott Morrissette, Diane Odeen, Michael Page City Council Members Absent: Nick Carow Staff Present: City Administrator Scot Simpson; Community Services Director/City Clerk Amy White ; City Attorney Chris Gierhart; Police Chief Gordon Young; Chief of Staff Jennifer Smith; Assistant to the City Administrator Jason Rohloff; Community Development Director Amy Peterson; Conservation and Parks Manager Brooks Ostendorf; Communications Coordinator Tyler Mason; IT Technician Joe Reardon The pledge of allegiance was said. APPROVAL OF MINUTES: March 10, 2026 meeting minutes MSC Bjork/Morrissette to approve the minutes. Unanimous. APPROVAL OF BILLS: MSC Bjork/Page moved to approve the bills. Unanimous. Mayor Toland changed the agenda order to recognize the UWRF Women’s Hockey team for winning their third straight title. Mayor Toland read the proclamation PUBLIC COMMENT, PETITIONS, REQUESTS AND COMMUNICATIONS: Patricia La Rue – La Rue thanked Mayor Toland for his leadership during the pandemic and support of election officials with the purchase of Badger Books. Mayor Toland recognized Jeff Bjork for his years of service and commitment to the City of River Falls. Mayor Toland recognized Scott Morrissette for his years of service and commitment to the City of River Falls. Council President Morrissette recognized Dan Toland for his years of service and commitment to the City of River Falls ANNOUNCEMENTS: Parks and Recreation Advisory Board Appointment Eli Guthrie through May 2028 MSC Morrissette/Bjersted to approve the mayor’s appointments. Unanimous. Arbor Day Proclamation Councilmember Odeen read the Arbor Day Proclamation REPORTS: City Council Minutes for April 14, 2026 Page 2 Administrator’s Report Administrator Simpson thanked the outgoing council members for their leadership, guidance and support. Mayor’s Good News Report Mayor Toland reminded everyone that Earth Fest is this weekend and encouraged people to participate Councilmember Morrissette provided a message of appreciation to the community, staff and fellow councilmembers. He outlined the accomplishments of the city in the past 16 years he served on City Council. Mayor Toland provided a message of appreciation to the community, staff, and councilmembers. He outlined the accomplishments of the city in the past 14 years he served as Mayor. MSC Bjerstedt/Morrissette to adjourn at 7:14 p.m. Unanimous. Respectfully submitted, Amy White, Community Services Director/City Clerk CITY OF RIVER FALLS, WISCONSIN COMMON COUNCIL ORGANIZATIONAL MEETING April 21, 2026 Clerk White called the meeting to order at 6:30 p.m. in the Council Chambers in City Hall. Members Present: Mei Mei Abdouch, Todd Bjerstedt, Nick Carow, Sean Downing, Diane Odeen, Michael Page, Rose Walker Staff Present: City Administrator Scot Simpson; Community Services Director/City Clerk Amy White City Attorney Chris Gierhart; Chief of Staff Jennifer Smith; Police Chief Gordon Young; IT Specialist Lead Jon Smits; IT Technician Joe Reardon; Community Development Director Amy Peterson; Human Resources Director Karen Bergstrom; Finance Director Josh Solinger; Utility Director Kevin Westhuis, Fire Chief Justin Wilson, Assistant to the City Administrator Jason Rohloff The pledge of allegiance was said. Community Services Director/City Clerk Amy White gave the Oaths of Office for the newly elected council officials including Mayor Alison H. Page, Alderperson At Large Mei Mei Adbouch, Alderperson At Large Rose Walker and Alderperson District 4 Todd Bjerstedt. ELECTION OF COMMON COUNCIL OFFICERS: Council President MSC Bjerstedt/Page nominate Diane Odeen as Council President. Unanimous. Comptroller MSC Odeen/Bjerstedt nominate Nick Carow as Comptroller. Unanimous. Deputy Comptroller Comptroller Carow appointed Micheal Page as Deputy Comptroller. Parliamentarian Mayor Page appointed Chris Gierhart, City Attorney as Parliamentarian. ELECTION OF COUNCIL MEMBER TO PLAN COMMISSION: MS Bjerstedt/Carow nominate Diane Odeen to Plan Commission. MS Walker/Downing nominate Mei Mei Abdouch to Plan Commission Attorney Gierhart explained with two nominations a majority vote of four is required. Mayor Page asked for a vote on the nomination for Diane Odeen. Nomination carried 4-3 . APPOINTMENTS BY MAYOR/CONFIRMATION BY COUNCIL: Mayor Page recommended the following appointments: Hist oric Preservation Commission Michael Page Library Board Nick Carow Parks and Recreation Board Sean Downing Design Review Committee Mei Mei Abdouch Common Council Organizational Meeting April 22, 2026 Page 2 Utility Advisory Board Rose Walker Housing Authority No appointment occurred, further discussion is needed to make a selection. MSC Odeen/Downing move to approve the mayor’s appointments. Unanimous. Resolution No. 7069 - Approving Two-Year Option Contract with Weld Riley, S.C. for City Attorney Services MSC Odeen/Bjerstedt move to approve the resolution. Unanimous. Resolution No. 7070 - Approving One-Year Option Contract with Bakke Norman for Prosecution Services MSC Odeen/Carow move to approve the resolution. Unanimous. Resolution No. 7071 – Designating Public Depositories for Public Monies Held by the City of River Falls MSC Bjerstedt/Odeen move to approve the resolution. Unanimous. Resolution No. 6972 - Designating Official Newspaper MSC Odeen/Page move to approve the resolution. Unanimous. REVIEW OF BYLAWS Administrator Simpson provided an overview of the bylaw review process and councilmember recommendations. No recommendations for updates were provided. REPORT ON ORGANIZATIONAL UPDATES Administrator Simpson outlined the city administrator’s responsibilities for organizational updates and the information provided to council via a memorandum from Human Resources Director Karen Bergstrom. Council had no questions for Administrator Simpson. MSC Downing/Carow to Cancel Regularly Scheduled Council Meeting; August 11, 2026 due to the Partisan Primary Election. Unanimous. SETTING OF COUNCIL MEETING DATES: The Board of Review meeting date is set for May 26, 2026, at 6:15 p.m. but will adjourn to meet on July 9, 2026 at 4 p.m. MSC Bjerstedt/Odeen moved to adjourn at 6:57 p.m. Unanimous. Respectfully submitted, Amy White, Community Services Director/City Clerk 2 MEMORANDUM TO: Mayor Page and City Council FROM: Harley Mehlhorn, Senior Planner DATE: April 28, 2026 ITEMS: REZONING FROM CONSERVANCY DISTRICT (C) TO INDUSTRIAL (I-1) FOR PROPERTY LOCATED WITHIN THE STERLING PONDS CORPORATE PARK RECOMMENDED ACTION Hold first reading and public hearing on an Ordinance rezoning property in the Sterling Ponds Corporate Park from Conservancy (C) to Industrial (I-1) BACKGROUND Kimley-Horn, on behalf of Mike Flynn, has submitted a request for a rezoning (zoning map amendment) for property located within Sterling Ponds Corporate Park directly abutting lot “J” (see attachment ‘A’). The parcel was zoned Conservancy in 2014 at the same time as the original zoning action for the rest of the corporate park. It is zoned Conservancy due to the parcel not having any legal access of its own from a right-of-way after the construction of the Radio Road interchange and thus is not developable by itself and instead must be developed as part of a project including lot “J”. Mike Flynn has purchased lot “J” from the City as well as the subject property. The intent of this rezoning is to get the subject parcel also zoned Industrial so that the balance of lot “J” and the subject parcel can be developed as one industrial project. Rezonings are required by code to be evaluated and recommended upon by the Plan Commission for consistency with the Comprehensive Plan and the planning goals of the City and require two readings at City Council prior to adoption. REZONING ANALYSIS Existing Zoning The parcel in question is currently zoned Conservancy (attachment ‘B’). Conservancy is a zoning district that is typically applied to parcels for the preservation of natural resources and to protect open space or visual character. In this case the parcel was rezoned to such as to limit its development until such time it could be purchased, rezoned, and combined with another parcel, as is the case in this request. Comprehensive Plan Conformance When considering a rezoning, the Comprehensive Plan Future Land Use Map, Master Plans or Area Plans that may apply to the subject property, access to transportation and utilities to serve the proposed uses, and compatibility with surrounding land uses are evaluated. Memorandum to Mayor and City Council April 28, 2026 Page 2 2 The Comprehensive Plan Future Land Use map (attachment ‘C’) designates the site as “Corporate Park”. With the proposed zoning being Industrial, staff finds proposed rezoning would meet the goals of the Comprehensive Plan. Utility and Transportation Access The site itself is limited as to utility and transportation access. This is the reason that the Conservancy zoning was applied. The applicant intends to combine lot “J” and this subject parcel, thus giving the balance of the site access vehicular, pedestrian, and utility access off of Casey Street. The ordinance rezoning the parcel (attachment ‘D’) contains a condition regarding the necessity of combining this lot with the abutting lot to ensure that a “landlocked” developable parcel is not created. Surrounding Land Uses All surrounding parcels are zoned Industrial. Staff find the proposed zoning is compatible with surrounding land uses. NOTIFICATION Per the requirements laid out by section 17.104.50 of municipal code, staff has posted notification of the proposed rezoning on the site and sent mailers to property owners within 300 ft. of the subject property. As of the time of this writing, staff have not received any comments on the proposal. SUMMARY An application has been submitted for a rezoning for property located within the Sterling Ponds Corporate Park. The existing zoning is Conservancy and the proposed zoning is Industrial, which staff finds compatible with the surrounding land uses and the intent of the Sterling Ponds Corporate Park development. The proposed rezoning is consistent with the guidance of the Comprehensive Plan. Plan Commission reviewed this request at their April 8, 2026 meeting and forwarded the enclosed Ordinance with a favorable recommendation. A Vicinity Map (subject parcel highlighted yellow) A C Existing Zoning Map (subject parcel outlined in yellow) B B Future Land Use Map (subject parcel outlined in yellow) C ORDINANCE 2026- AMENDMENT TO THE OFFICIAL ZONING MAP OF THE CITY OF RIVER FALLS REZONING PROPERTY WITHIN THE STERLING PONDS CORPORATE PARK FROM CONSERVANCY DISTRICT TO INDUSTRIAL DISTRICT WHEREAS, Kimley-Horn, on behalf of Mike Flynn, filed an application with a signed petition on March 5 th, 2026 to rezone an approximately 2.07-acre site located within the Sterling Ponds Corporate park directly to the west of lot “J”, currently addressed as 235 HWY 35 N, from Conservancy to Industrial District; and WHEREAS, notification letters were mailed on March 27 th, 2026, to property owners within 300 feet of the parcels proposed for rezoning and proposed rezoning signs were placed on the site on March 27 th, 2026, per Section 17.104.050 of the Municipal Code; and WHEREAS, the Plan Commission considered the rezoning at its April 8th, 2026 meeting and found the amendment to be reasonable, appropriate, and consistent with the Comprehensive Plan and current City plans for the site. NOW, THEREFORE, the Common Council of the City of River Falls does ordain as follows: 1. Zoning Map Amendment is approved to rezone the subject parcel from C-Conservancy District to I-1 Industrial District (legally described in Exhibit A of this ordinance) subject to the following: a. A Certified Survey Map shall be drafted and recorded combining the subject property as described herein in Exhibit A with lot “J” (PID 276115009115) within 60 days of the adoption of this ordinance. b. The ordinance shall not be in effect until it is published, the ordinance shall not be published until the CSM is recorded as described in Section 1.a above. Dated this 12 th Day of May, 2026. Alison +Page, Mayor ATTEST: Amy White, City Clerk Ordinance 2026- Exhibit A Legal Description BID Board Chair: Joleen Larson 715-426-7776 joleenlarson@hotmail.com BID Staff: Emily Shively 715-426-3437 eshively@rfcity.org City of River Falls Business Improvement District MINUTES FEBRUARY 10, 2026 AT 8:30 A.M. FOSTER CONFERENCE ROOM – CITY HALL 222 LEWIS STREET RIVER FALLS, WI 54022 Members present: Joleen Larson, Mike Miller, Rosa Magnus, Vince Seidling, Amy Freeman Members Absent: Amy Halvorson, Kerri Olson, Terry McKay, Andrew Singerhouse Others present: Emily Shively, City of River Falls CALL TO ORDER: Larson called the meeting to order at 8:36 a.m. AGENDA/MEETING MINUTES The meeting minutes for the January 13, 2025 meeting were approved. M/S Seidling/Miller. Unanimous. FINANCIALS Financials will be available at the next Board meeting. OTHER BUSINESS Main Street Updates – Presentation: Downtown alley analysis Shively gave a presentation of the work that Toole Design Group completed for the Riverwalk and the alley between Main Street and Second Street. This work was done as part of the preparation for the Downtown Project, a Council Strategic Initiative, that will address the aging infras tructure in the downtown area. She reviewed the findings of the consultant team on opportunities and challenges related to alley usage, business access, utility relocation, and placemaking. The study includes recommendations for future usage, improved business access, utility locations, stormwater management, wayfinding, and placemaking both during and after the reconstruction of downtown public infrastructure. Shively noted that this is a high- level analysis and that it did not get down to the level of detail to determine exactly what should happen where. At some point in the future, engaging with building and business owners can build on this initial work to c ome up with ideas and solutions that could be considered by the private property owners and businesses. The Board discussed holding a public information meeting in 2026 to share what is known about the downtown project and provide an opportunity to connec t. Magnus shared examples of incorporating public art and other amenities for placemaking; the Board discussed other funding options for art and amenities downtown. Other Main Street Updates The Board discussed the possibility of coordinating garbage and snow removal for the downtown area to create efficiencies. Larson noted that she will be updating the postcard to send to downtown building and business owners. ADJOURNMENT Chair Larson adjourned the meeting at 9:37am MINUTES FOR THE CITY OF RIVER FALLS MUNICIPAL BOARD OF CANVASSERS HELD ON APRIL 13, 2026 AT 8:30 A.M. IN THE LEWIS CONFERENCE ROOM, CITY HALL, 222 LEWIS ST, RIVER FALLS, WISCONSIN Election: April 7, 2026 Members Present: City Clerk Amy White, Natalie Juedes & Glen Tobias Also Present: Deputy Clerk Jackie Hanson & Office Support Specialist Brenda Randleman City Clerk Amy White called the meeting to order at 8:30 am. A brief description of the intent of the meeting was provided by White. Provisional Ballots: There were no provisional ballot for this election. The results of the election were verified against the tapes for each ward and each candidate. Alderperson at Large Melissa ‘Mei Mei’ Abdouch Austin R. Mahanke Rose Walker Lucas Roberts Write-in Write-in Total for Melissa ‘Mei Mei’ Abdouch: 2,346 Total for Austin R. Mahanke: 1,256 Total for Rose Walker: 2,016 Total for Lucas Roberts: 969 Write-in: 24 Write-in: 4 Alderperson District 4 Todd Bjerstedt Write-in Total for Todd Bjerstedt: 881 Write-in: 15 Mayor Dan Toland Alison Page Write-in Total for Dan Toland: 1,773 Total for Alison Page: 2,248 Write-in: 5 Municipal Judge Daniel Gorman Clint Delander Write-in Total for Dan Gorman: 2,653 Total for Clint Delander: 1,176 Write-in: 10 The Deputy Clerk prepared the Provisional Ballot Statement, Summary Statement of the Board of Canvassers; Tabular Statement of Total Votes; Certification of Municipal Board of Canvassers. White confirmed vote count by district and no discrepancies were found. The top vote getters for the Alderperson at Large seats were confirmed as Melissa ‘Mei Mei’ Abdouch and Rose Walker. The top vote getter for the Alderperson District 4 seat was confirmed as Todd Bjerstedt. The top vote getter for the Mayor seat was confirmed as Alison Page. The top vote getter for the Municipal Judge seat was confirmed as Daniel Gorman. Documents were signed by the Board of Canvassers. Motion by Hanson, seconded Juedes, to adjourn the Municipal Board of Canvassers at 8:59 am. Prepared by Jackie Hanson Deputy City Clerk Community Development Department 222 Lewis Street River Falls, WI 54022 715.425.0900 www.rfcity.org PARK AND RECREATION ADVISORY BOARD MINUTES March 18, 2026 at 5:30 p.m. CITY HALL COUNCIL CHAMBERS CALL TO ORDER Meeting convened at 5:30 p.m. ROLL CALL Members Present: Matt Janquart (Chair), Mei Mei Abdouch, Brenda Gaulke, Melissa Pedrini, and Natasha Schaefer. Members Absent: Jeff Bjork (Council Rep) and Phil Galli. Staff Present: Brooks Ostendorf - Conservation and Parks Manager , Erica Ellefson - Public Works Manager , Kyle Mackey - Recreation Coordinator, Levi Myers - Natural Resources Coordinator, and Brenda Rundle - Customer Service Representative. APPROVAL OF MINUTES 1. MSC Abdouch/Pedrini approve the minutes of the February 18, 2026 Park and Recreation Advisory Board (PRAB) meeting. Unanimous. PUBLIC COMMENTS William Hansen of the Town of River Falls asked residents to consider the cost of removing the Junction Falls Dam and hydrogenerator. He feels that the people that want it removed should pay, not electric customers and state and federal taxpayers. He encourages residents to speak to City Council about this $24 million project. ACTION ITEMS 2. Jackson Tody presented his Eagle Scout Service Project proposal. He would like to fundraise about $3,000 to purchase supplies and build dog agility equipment for the River Falls Dog Park. He would construct a wooden ramp and hurdles and purchase a tunnel from Home Depot. He plans to fundraise using posters, Facebook and selling car wash cards. He would like to install the project in June. The more money he makes, the more he can put into the park. He would stop fundraising after reaching his goal, although he might also consider adding weaving posts. Park Board asked about maintenance. He will use green-treated lumber and asks the City to maintain it in the future. Park Board asked if equipment would go on both sides of the park, and Jackson said he was focused on the big dog side so that small dogs are also able to use it. MSC Gaulke/Schaeffer to approve Jackson Tody’s Eagle Scout Service Project which is to fundraise to add agility equipment to the River Falls Dog Park. Unanimous. DISCUSSION ITEMS 3. Levi Myers shared a 2026 Forestry Update. In 2026, the City will complete ash removals, treat the ash trees on Main Street, do a tree inventory update, complete the forestry management plan, hire a seasonal intern, and plant 260 trees. A formal urban forestry management plan will be presented to Park Board later this year. STAFF REPORTS 4. Erica Ellefson shared the Public Works Report. Staff recommends using herbicide treatment (once this spring and once next spring) to control noxious weeds (wild parsnip and thistle) at the River Falls Dog Park to improve safety for both people and pets. The park would need to be closed for 48 hours after application. Advance notice of the closure would be provided through posted signage at the park and City social media. Park Board asked about using goats, but that would not kill the root system. CALENDAR The next Parks and Recreation Advisory Board meeting will be Wednesday, April 15, 2026 at 5:30 p.m. at Glover Station Schoolhouse at DeSanctis Park. ADJOURNMENT MSC Abdouch/Schaeffer to adjourn the meeting at 6:11 p.m. Unanimous. Respectfully submitted, Brenda Rundle, Customer Service Representative Page 1 of 4 Community Development Department 222 Lewis Street River Falls, WI 54022 715.425.0900 www.rfcity.org MINUTES PLAN COMMISSION MARCH 3, 2026 CITY COUNCIL CHAMBERS Members Present: Rob Gormanson, Michael Woolsey , Rebecca Prendergast, Steven Severson, Dan Toland Members Absent: Chris Holtkamp, Diane Odeen Staff Present: Emily Shively, Todd Nickleski, Becky Corson, Jon Smits CALL TO ORDER Meeting convened at 6:30 p.m. APPROVAL OF MINUTES M/Woolsey, S/Gormanson to approve minutes. Motion carried 5/0. PUBLIC COMMENTS ORDINANCES AND RESOLUTIONS REPORTS Emily Shively and Todd Nickleski gave a presentation on the Downtown Project (2025- 2027 Council Strategic Initiative). The presentation covered the background of the strategic initiative, policies and plans related to downtown, infrastructure, the project approach, and next steps. The Downtown Project was an item designated following the completion of the Focus River Falls plans. Shively indicated that Main Street has always been a significant priority, but other plans needed to be completed before efforts could be focused on this project. Shively covered the other priority projects that took place in 2023- 2025 (Mann Valley, BioSolids Facility, Wasson Lane reconstruction). Council did direct staff to proceed with gathering information about infrastructure in downtown to help for any planning for the project moving forward. Shively covered the different planning processes related to Main Street corridor and downtown including the Downtown Design Plan, the Kinni Corridor Plan as well as the Comprehensive Plan, Outdoor Recreation Plan and the Bike and Pedestrian Plan. Shively indicated that the key -takeaway from these plans is that downtown is the “center of gravity” for the community. It gives the City a sense of place and identity where people gather, obtain goods and services, and connect with one another. Shively mentioned there are ways we can enhance connections between downtown and the river, improve safety for different modes of transportation, and continue to provide quality public services with the infrastructure system. Based on the key elements determined, Shively indicated we have a good foundation from a higher-level planning perspective with these existing plans and polices in place. Before Page 2 of 4 undertaking any further public engagement and plans, Shively mentioned we need to have an idea on project funding that might be available, determine a project scope, and timeline for when the project would happen. Shively indicated staff has been looking into a greater level of detail to understand the status of public infrastructure in the downtown area. Shively talked about the area around Division Street near Main and Second. She said they were interested in the existing potential circulation patterns in this area and how land use and open space is arranged. Shively said in the past St. Bridget’s church was looking at campus changes along with the possibility of a roundabout at the intersection of Division and Second Street. Shively discussed how we engaged a team of planners, landscape architects, architects, and engineers to study potential alignments of roadway and the impact on different opportunities that could change the circulation patterns in this area. Shively said that team provided a high-level analysis along the Main Street corridor and then did a series of studies of how changing the framework or roadways could affect land use and open space in the area. She indicated these are high- level studies that are s howing the impact and opportunities for various alternatives and how connections and open spaces could be enhanced. Shively indicated we learned through this effort there are some creative solutions that could be explored more depending on what adjacent property owners want to pursue, what could be possible along the river corridor, and then the pros and cons of extending Second Street more formally to Union Street. Todd Nickleski gave a presentation on the Safe Streets and Roads for All Grant Program (SS4A) and project infrastructure analysis. Nickleski said the SS4A is a data driven community supported initiative aimed at preventing roadway fatalities for all users by implementing infrastructure, policy changes and safe street approach to roadway design. Nickleski said plan was put into place following Council’s Vision Zero Resolution. He indicated following this we applied for grant funding for a SS4A plan, and we w ere awarded $200,000 to prepare the safety action plan. As of today, the plan is about 75% complete, and anticipate bringing this to Plan Commission in the coming months for review. Nickleski indicated once Council adopts an action plan, that enables us to apply for other grants. He indicated one is a demonstration grant, and the other is an implementation grant. The demonstration grant would be something like safety intervention reco mmended, and the implementation grant would be a larger grant to fund a large project. Nickl eski mentioned we applied for the SS4A demonstration grant in 2025, and we were not successful. The three tasks identified in that were a traffic signal study, study of temporary roadway interventions, and OEM vehicle data software platform. He did say that we will study the traffic signal lights in town and that this would get started within the next month or so. Discussion was had on the study and how quickly would we make updates following the data provided. Nickleski presented a map of Main Street Cash Data and the level of the severity of the injuries that were the outcome of an accident. The range was property damage all the way up to serious life injuries. Nickleski also showed a map of the project area for the whole of the future project. He said the work would consider all the roadways, the alleys, the riverwalk, as well as all the infrastructure in this area. Nickleski highlighted the sanitary sewer is greater than 80 years old but is in structurally good condition. He indicated one of the main problems is the lateral problems that is the one Page 3 of 4 connecting the building to the sewer main. Some laterals have failed in one way or another and they are no longer able to make repairs, as well as some of the buildings are sharing a service. He also discussed how we will need to upsize the Interceptor for future growth at the Walnut Street Sewer lines. Nickleski also covered that the watermain is approximately over 120 years old. He mentioned that it is undersized for current standards and will need to be upsized from 4” to 10- 12” watermains. This contributes to limited fire flow capacity, and a lot of curb stops do not function. Nickleski also indicated we are not sure what the pi pes are made of. He mentioned that we are under federal guidelines to identify what the lines are made of following the flint Michigan lead water crisis. Nickleski touched on the electric utilities, and mentioned how when we do projects in the City we like to underground the electric lines. He indicated this makes us more resilient to storms and a good practice we do when we can. Nickleski mentioned there are a lot of other things running along the power lines, which will make this a major project to coordinate with other telecom utilities for undergrounding everything. Nickleski discussed the storm sewer on Main Street and how the sanitary service is “piggy backed” over sanitary sewer which is not common practice. This project will also include all new storm sewer and to coordinate with the Kinni Corridor project to prov ide water quality improvements. Nickleski next touched on the roadways and the deterioration of the pavement in downtown. He mentioned how there are some significant ruts that cause issues with snow removal. Typical improvements with the ruts we have would indicate a failed base under the asphalt, requiring to be repaired as such. Nickleski also talked about the ash trees along Main Street and how the trees will need to be removed due to the Ash Borer disease. Trees have all been treated, but they will likely require removal before they fall. Nickleski covered ADA updates as well as parking needs for the community and how any changes will study what the parking needs are. Nickleski finally touched on the traffic signals and the timing of them, as well as synchronizing the lights to talk to one another. He covered the ways they can communicate with them and adding conduit in the road for them to communicate, or to put infras tructure there for any future updates to the lights. Nickleski mentioned we do bi -annual inspections of our traffic lights, and they are in working condition, but is on the older side so they may not be able to communicate with other traffic lights on Main Street. Nickleski next moved into the timeline and phased approach of the project. He did indicate that this is likely not the end plan, but to give the Plan Commission an ability to see what staff is thinking about for a phased approach. Nickleski indicated we wa nted to break it into different phases to provide the least amount of disruption to businesses in the downtown area. Nickleski did indicate that this project is going to be big with a deep excavation along Main Street. Nickleski covered next steps and talked about the SS4A action plan, and then highlighted the BUILD program and the grant that was submitted which can provide up to a 25- million-dollar grant. He indicated that the award notifications should be coming out this Summer. Nickleski covered a rough outline of how things would move forward if we were awarded the project, and how we would move forward with other grants City Staff are applying for. Page 4 of 4 Michael Woolsey asked a question about the i nfrastructure on Main Street and how it was discussed back in 2004 and how at that time it was decided it was older, and if new infrastructure would sit in the same location and how it would be engineered as well as what cost might be. Nickleski is estimating the project to be 5- 6 Million for water and sewer updates. Alignments of utilities in the roadway will be something investigated more during the design phase and doing the construction so existing sewer and w ater can stay live while new lines are being installed. Discussion was also had on the business impact of the laterals and will there be cost to them for the updates. Nickleski said this is to be determined as we move forward in the project. Rebecca Prendergast when the last parking study was completed in the City. Shively indicated she thinks it was over 10 years ago but did mention there were some students who did a parking inventory in the City to see how many spaces we had and what the uti lization was of those spaces, but this would be investigated more with this project. Michael Woolsey asked about the overall design, Nickleski indicated we are not looking into the design element until we know more about the funding and how it would get funded. Mayor Toland asked about the replacement of the Walnut Street sewer and the route it goes, and if we are going to run into problems once we start replacing things on Main Street. Nickleski said we will need to dig up Main Street we want to do it once for the next 20 years, but we might also have to do other things on different roads. Planning Update Emily Shively gave a planning update that Council approved the ordinance amendment packet except for the change to driveway widths. This will come back to Plan Commission in April. Shively also indicated that our planning intern is looking at existing driveways over 25’ currently, and what the extent of the impact is on this. She also indicated the e- bike ordinance wil l also be likely coming back in April. The other two amendments from Sergeant Anderson have had a first reading at Council. Shively also indicated that the April meeting will be Wednesday April 8 th for the Plan Commission meeting. ADJOURNMENT Commissioner Woolsey made a motion to adjourn at 7:20 p.m. S/Prendergast; motion carried 5/0. Respectfully submitted, Becky Corson, Community Development Coordinator 4 MEMORANDUM TO: Mayor Page and City Council FROM: Jackie Hanson, Deputy City Clerk DATE: April 28, 2026 TITLE: CHANGE OF AGENT REQUEST – KWIK TRIP STORE #301 RECOMMENDED ACTION Please consider appointment and approve or deny by motion Jeremy (Sammy) Rodriguez as Agent for Kwik Trip Store #301. BACKGROUND Kwik Trip, Inc was granted a Combination “Class A” Liquor and Class “A” Beer License. §125.04(6) states Corporations and Limited Liability Companies must appoint an Agent and that Agent shall be approved by the issuing authority. On September 14, 2021 Council approved the appointment of Brandyn Ruesink as the agent of Kwik Trip Store # 301. Brandyn Ruesink is no longer the acting manager at Store #301 and approval for appointment of a new agent is necessary. DISCUSSION Kwik Trip, Inc is requesting Jeremy (Sammy) Rodriguez as Agent for Kwik Trip Store #301 . Jeremy (Sammy) has successfully completed the requirements to be appointed as Agent. He will be in attendance at the meeting. CONCLUSION Consider appointing and approve or deny by motion the change of Agent request for Kwik Trip, Inc. Store #301. . 1 ' r-1 Form • 1 Álcohol .B�l.verage _A_B __ -�1_0_1-· ---�--'----:,---_A __ P_P_:o_in_t___,m,--�1�• �ftAgent !Date: Sj1{ o/'.2 (o ! '\ .., '\ ,---.. -. -- -..,-.----------- ---···--------·---·- ··-·--•--,-.. ,.--.-�.-- -···--,¡-A_g_en_t-'-:T_y_.p_e_(_c_he_c __ k_o_n_e) _________ __,_ ___ ..:.__ __________ ...t,,__!_: =-,,..· .. ·--efe-----'--.--..! _o_rig_i��-(_no_f_e�---. __ l!!t�u�_g,es:¡;�r ($_10 fe_e far municipal ,lice.nsees only) --=---=---"�. ,.'-·-•-· "' .. ,---.-..: ______ j j, .-_, 1 t ¡-Part �:-Business lófo�ation '1, Legal Business Name 0ndividual name"'if i;ole proprielor) Kwík T.rip, lnc. .,, ,. � r,. ' 2. Business T ra-de· Ñame or DBA ..--·---- ·-------------,----·--------- Ky¡ik Trip 301 ,_ --;:--:::--:;::---;-::--�---:------------...:...__------"----.! 3. Entity Type (checkone) . � O Umited Liability Company 11 Corporation O NonprQfit 0rg9nization- - '4. Alcohol Bev�rage �Js_¡ness Auil;iciriz;lion. (c/;eck one) 15 .. lf successor agent, provide State Permit or Municipal Retail license Number . 11 Municipal Retail License· O State Permit • • 6. Desciibe lhe "r"éason- for appointing·a successor agent, if successor Is c�ecked above. -�-------------1 New mapager assigiled to overs�e the store . Part B: Agent lnformati.on .. 1 .. L:ast f}lame . Rodríguez .. .. ·4.Email LicensingDept@kwíktrip.eóm ' . \,,. ..... ·s. Home Address ' 1340 Spruce St. ''?. First Name Jer�niy (goes by Sam·r,,y}_ ------.........--------- ¡ a. State 19. Zip Code •• .' 110: Date of Birth ? • 17. City Rive'r Falls 11. Drivers Licer,se/Slate ID Nurnber -------·-. LWI __ ._L54��2- • ,..: ,.':1 11 /� �119��- _____ J1 12:orivers Li1:;ense/St�te 10 Sta.te of ]ssuance • .,·�362-4307-5411-07 � WI • .. , •• • 1.. 1 , 1 1 Part C: Agen� Que�tions 1 • I 1. t;l�ve you satisfled the..,responsible beverage serv�r tráining reqyire�e�t? ll t l• 1 f ,. � t \. .. ,. , ·111 . . . . . : ..... , • Yes Submit proof of_completi9n� • .. __-------""-.......---------e-----------,-- f. Have you completad. F.oim ·AB-.100, Alcohol Beverage Individual f.)uesfionnaire (licensee) or • Form ['.B-300, Alcohpl Bev.¡r;Jg_e Personal Questionnaire (�ermittee)? . , .. . .. : ........ . : . i ... ; . -: ..... , : 11 Yes O No, l [ �:_:Haye you b_een a �ísc�nsLr l r.esident (or at least 90 contiriuo�s days?. . .. ....... • .. ... •. , . _. . : .'� . ·.'·,· : , i, t ■·v·és O Ne • See instruclions for exceplions. ,,. • • , • • • i , : . •.. . .. A . -_ -¡·· .,., •• ,_ .,l. l. , J • -. r ,. 1 f IJ• 1 .. 1 Part D; Bu&_inass Attestation -. ----------- ------ -------------='"----------, ;r - ' - READ·CAREFlJL.'._!... Y BEFORE•SIGNING: 1, lhe Undersigned. authorize the above--namei:l Individual .to act;tor lhe above-named corporation, nonprofit orgat1iz�tión, o; limiled liability company withtfulÍ aulhority and.control of the prerñi�es· a"n"d of all alcohol beverage activilies or{ such premis(;!s._l certify·thal I am authorized by the above-named entity to authorize�thi� individual to act 9(1 behalr of the·entity. Jf I am appolnling á succéssor agent, 1 rescind all previous agent appointments for thiirprerijise�. Further, 1 understand thai I may be prosecuted for submilling íalse statements and affidavits in connection with this:applicalion, and that any person whó knowingly pmvides materially false information on this'applicatlon may be réquired to forféit nO:tni,ote than,$�,000 lf convicted. -------------,-- 1 ·' f { • Last Name , 1 Flrst Nam� '¡ , -. .;.., .,..._ .""'J ;-- ...,-M-.1-. ----i .Zietlov.¡ ---� . Scott • • ¡ . j P. !iti- ·---.-:-- 1 Email j ·- ,- • ¡ Phone .CE;ó/Presldent I Licensingpept(9;�wiktrip.com . ·$op_-79,1-7385 Sign�ture ��-/t r;. � . 1 Date ___ 3116126, -·-· ---- -···-- ! ,_ P�·!l_rt_E_:,_A.:.g_en_t_A_t_te_s_t_at.;;..J_o_n ____ ··==--·-·-_· _______ __,. ______ � _________ _J READ CAREFULL y BEFORE SIGNING: 1, the Agent, hereby ac�ept this appointment as agent for the at¡ove0narned corporation, nonprofit drganization·. 0r lírnite<S liability company and assume íull responsibility for'1he conduct of al! alcohol beverage activities on ttie_premises for the abo'te-n�med bysir¡ess. 1 further,ufi9erstand that I may be pros�cuted·,for·sub¡nitti¡,g �lse.statements- �n�­ affidavits in conneclion with this application, and tlí�t any pers9n \�ho koowingly .provides _ m�terially false ihformatíon on lhis ¡ j application rhay be r�quired to'forfeit not'more tt'ian·$1 ;OOO;ifcorivicted. . pÑame·-"----;-- - '. Fjrst Name • 1 M.L ,;f. j < •R�riguez _ _ , J�remy (goes by: Sa�� , _ _ . _ _ ! ' 1 -·::-,'1s,gnatu�--- ---------------- _ ,/ J D¡¡te �l;¡,¡;/44 0 ___ _ , l n ·, r t ,. • ..¡ �· .. .r- A13-1Q1 (R 1-25) -_2. r-, ·., 1 1 t• I' ... i­ t 1 �. 1 •. �,; . l Supplement to Schedule For Appointment of Agent 1. As designated agent for the license holder, do you understand that you have full responsibility over the business and may be held civilly or criminally liable for violations of the law or City ordinances by its employees, even if you are not physically present? Yes ___ _ No ___ _ 2. Do you understand that under the laws of Wisconsin, violations of statutes regulating the sale of liquor do not require the showing of a willful or intentional act? Yes ___ _ No __ _ 3. Do you understand that if an employee or agent of the entity on whose behalf you are agreeing to act as agent is guilty of a violation, it is no defense for you to claim that you were not present and did not know of the acts of that employee or agent and that you can be held responsible even if you expressly forbad that employee or agent from engaging in a particular act in violation of the state liquor laws? X Yes ___ _ No ___ _ 4. Do you understand that with respect to employees or agents, as long as they are performing acts that fall within their scope of employment, such as serving beer or alcohol, such that for all intents and purposes he or she appears to be representing the interests of the license holder, you as its agent, can be held vicariously liable for violations of the law? XYes ___ _ No ___ _ S. Do you realize that at all times the business is open, as its agent, you are responsible to make certain that all liquor laws and ordinances are being obeyed? XYes ___ _ No ___ _ 6. Do you understand that even if you claim that you were negligent in hiring or supervising an employee who violates the law, this is no excuse if a liquor law violation is brought against you in your representative capacity as agent? X Yes ___ _ No ___ _ � 04/21/2026 Date PrintForm J 5-6 MEMORANDUM T O: F ROM: DAT E: TITLE: Mayor Page and City Council Amy Peterson, Community Development Director April 28, 2026 RESOLUTIONS AP PROVING DECENTRALIZED FOODS , LLC PURCHASE AGREEMENT AND FIRST RIGHT OF REFUSAL RE COMMENDED ACTION 1. Agenda item 5. Approve Resolution Approving the Purchase Agreement wit h D ecentralized Foods, LLC 2. Agenda item 6. Approve Resolution Approving First Right of Refusal with Decentralize d F oods, LLC BACKG ROUND Earlier this year Andy and Sara Kubiak, owners of the Vanilla Bean Project, reached out to City staff looking to purchase land to build and move their manufacturing facility from Minnesota to River Falls. They are looking to build an approximately 10,000 sq/ft manufacturing building on the south two acres of Lot B in the Whitetail Corporate Park. The Vanilla Bean Project was started in 2018, and their mission is to make vanilla in a way that is better for vanilla growers and the planet. T he Vanilla Bean Project is a fast-growing company with a small, dedicated team (3.5 FTEs) and a national customer base that ranges from passionate home bakers to professional kitchens and innovative consumer packaged goods brands. They anticipate gradual but growing employment in the coming years (7- 10.5 FTEs). The company is a Global Food Safety Institute (GFSI) accredited manufacturer, which is a pre- requisite to sell to the largest food companies in the world. Additionally, the products are certified organic, and three years ago they became the first vanilla company in the world to be Regenerative Organic Certified® (ROC). The Vanilla Bean Project is continually working to reduce their environmental impact and manufacture vanilla products with leading eco-friendly attributes. DI SCUSSION On March 24, 2026, City staff presented the proposed Purchase Agreement and First Right of Refusal to the City Council during a closed session. At that time, the Council expressed its support for the project and the associated agreements and directed staff to proceed with advancing the project. P urchase Agreement With Decentralized Foods, LLC The City has negotiated the purchase of the south two acres of the approximately five-acre parcel known as Lot B in the Whitetail Corporate Park (Exhibit 1). Decentralized Foods, LLC intends to build an approximately 10,000 sq/ft manufacturing building with office space on the property. Lot Memorandum to Mayor and City Council April 28, 2026 Page 2 B is located in Tax Increment District 13, which was created in 2018 and is scheduled to be closed in 2045. This approximately two-acre lot is valued at $173,300 ($86,650/acre). The developer has agreed to purchase the lot for $173,300 and the closing for the property is scheduled on or before July 15, 2026. First Right Of Refusal With Decentralized Foods, LLC Decentralized Foods, LLC wishes to enter into a First Right of Refusal (FRR) (Exhibit 2) with the City for additional three acres of Lot B, in the Whitetail Ridge Corporate Park. There will be no cost for the two year First Right of Refusal. If exercised, the purchase price for the approximately three-acre lot is set at $ 259,950 ($86,650/acre), and Decentralized Foods, LLC shall guarantee a minimum taxable value of $4 million for the future development on the property. The City will then provide the five-acre land cost ($433,250) back to the developer in a reverse Tax Increment Finance (TIF) payment. The FRR allows the City to work with a different developer should there be interest in the lot and Decentralized Foods, LLC chooses not to proceed with development on the site. These details are provided in the Developers Agreement that is an addendum to the FFR. The Developers Agreement would be executed at the time that the developer exercises the FFR. The Developer’s Agreement includes the following parameters: • Developer will construct an office/manufacturing building on the remaining three acres of Lot B • Anticipated construction will start no later than one year after the date of the closing of the property • Anticipated completion of the project will be no later than two years after the date of closing on the property • The minimum taxable value of the development property is $4,000,000 • Because this is a FRR with a Development Agreement for a potential future development, minimum tax payments will be calculated using the tax rate at the time of the signing of the Development Agreement Financial Commitments if FRR is Exercised: Guaranteed value of the development (10 years) $ 4,000,000 Land Cost $ 433,250 City incentive (land cost) $ 433,250 City incentive (cash) $ 0 CONCLUSION Staff recommends approval of the following resolutions, each related to the Decentralized Foods, LLC development project: 1. Agenda item 5. Approve Resolution Approving the Purchase Agreement with Decentralized Foods, LLC 2. Agenda item 6. Approve Resolution Approving First Right of Refusal with Decentralized Foods, LLC 1 AGREEMENT TO PURCHASE REAL ESTATE THIS AGREEMENT (the “Agreement”) shall be effective as of the day of , 2026 (the “Effective Date”). The parties to this Agreement are the City of River Falls, a Wisconsin municipal corporation (“Seller”), and Decentralized Foods LLC, a Minnesota limited liability company , d/b/a Whisk Capital(“ Buyer”). Seller and Buyer are each sometimes referred to herein as a “Party” and are collectively referred to as the “Parties” to this Agreement. NOW THEREFORE, for valuable consideration conferred by the Parties, the receipt and sufficiency which is hereby acknowledged, the Parties agree as follows: ARTICLE I PURCHASE AND SALE 1.1 In consideration of the mutual promises of the P arties as set forth herein , Seller agrees to sell and Buyer agrees to buy all of Seller’s interest in the real property in St. Croix County, Wisconsin, legally described on Exhibit A (the “Property”). ARTICLE II PURCHASE PRICE 2.1 The total purchase price (the “ Purchase Price”) to be paid by Buyer to Seller for the Property shall be One Hundred Seventy- three Thousand Three Hundred and NO/100 Dollars ($173,300.00). The Purchase Price, shall be paid as follows: A. Five Thousand and NO/100 Dollars ($5,000.00) as earnest money (the “Earnest Money”) which Earnest Money shall be deposited into escrow with Knight Barry Title Group, with an address of 116 E. Elm Street, River Falls, WI 54022 (“Escrow Agent”), within ten (10) business days of the Effective Date , defined below. The Earnest Money shall be applied as a credit against the Purchase Price at Closing. B. One Hundred Sixty-eight Thousand Three Hundred and NO/100 Dollars ($168 ,300.00), plus or minus any prorations, in cash, check, or by wire transfer in immediately available funds on the Closing Date as herein defined. ARTICLE III TITLE 3.1 Title. Seller shall provide an owner’s policy of title insurance issued by Escrow Agent as issuing agent for a reputable title insurer (“Title Insurer”) in the amount of the Purchase Price showing good and merchantable title to the Property. Seller shall cause the Title Insurer to furnish Buyer a commitment (“ Commitment”) for the most current form of ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price within fifteen (15) days after the Exhibit 1 2 Effective Date. The Commitment shall be accompanied by customary bankruptcy, judgment, lien and special assessment searches (collectively, the “Searches ”) as well as copies of the so -called exception documents for any exceptions listed in Part B Section II of the Commitment (the “Exception Documents ”). The Commitment, Searches, and Exception Documents are collectively referred to as the “Title Evidence.” Buyer shall have ten (10) days after receipt of the last item of the Title Evidence to examine the Property’s title (the “ Title Examination Period”). Buyer shall notify Seller of any objections (“ Objections”) to matters disclosed in the Title Evidence on or before the end of the Title Examination Period. If Buyer fails to provide a list of Objections within this period, then Buyer shall be deemed to have approved the Title Evidence. Seller may, within five (5) days after receipt of the Objections, provide Buyer with written notice of whether Seller elects to eliminate or satisfy the Objections to the satisfaction of Buyer. If Seller fails to respond in writing or notifies Buyer in writing that it will not satisfy one or more of the Objections, then Buyer shall have the right, within five (5) days after receipt of Seller’s notice, to either waive the Objections and accept title subject to the Objections or terminate this Agreement and receive a return of the Earnest Money paid to date. Notwithstanding the foregoing, any Objections which can be cured by the payment of a fixed sum of money including, without limitation, payment of any mortgages, judgments, liens or other encumbrances (the “ Payment Objections”), which remain as of the expiration of the due diligence period, if any, shall be paid at Closing from the Closing proceeds. Upon payment of the Purchase Price by Buyer, Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens and encumbrances, except: municipal zoning ordinances and agreements entered under them, Objections that are waived, and general taxes levied in the year of closing, which shall constitute merchantable title. ARTICLE IV CLOSING 4.1 Closing. The payment of the Purchase Price and conveyance of the Property (the “Closing”) shall be held July 15, 2026, or such earlier date as mutually agreed upon by the Parties. The closing shall take place at the office of the Escrow Agent, 116 E. Elm Street, River Falls, WI 54022; provided, however, at the election of either Seller or Buyer, the Closing shall not be a face- to-face closing, but rather each Party shall deposit with the Escrow Agent the closing documents required to be given by that Party at least three (3) business days prior to the Closing Date, and Buyer shall cause the balance of the Purchase Price to be delivered to the Escrow Agent promptly after the Escrow Agent provides Seller and Buyer with settlement statements and both Sell er and Buyer have approved, signed, and returned electronic copies of the settlement statements to the Escrow Agent. Upon receipt of all of the closing documents in a form that is reasonably acceptable to the Escrow Agent, the Escrow Agent shall record the warranty deed conveying the Property and the Mortgage, and distribute the other closing documents when: (i) the Escrow Agent has received the portion of the Purchase Price due from Buyer at Closing, as provided for in the approved settlement statements; (ii) the Escrow Agent is prepared to deliver to Seller the n et proceeds of Closing due to Seller pursuant to the approved settlement statements; and (iii) the Title Insurer is prepared to issue to Buyer an owner’s policy of title insurance in a form previ ously approved by the Title Insurer and Buyer. The date on which the Closing occurs is referred to as the “ Closing Date.” 3 4.2 Seller’s Closing Documents . On the Closing Date, Seller shall execute and/or deliver to Escrow Agent the following (collectively, “Seller’s Closing Documents”): A. Deed. Warranty Deed and transfer return, in form reasonably satisfactory to Buyer, conveying the Seller’s interest in the Property to Buyer. B. IRS Reporting Form . The appropriate Federal Income Tax Reporting form , if any is required. C. Other Documents . All other documents reasonably determined by Buyer or Escrow Agent to be necessary to transfer the Property to Buyer. D. First Right of Refusal . A Seller executed First Right of Refusal, as hereinafter defined. 4.3 Buyer’s Closing Documents . On the Closing Date, Buyer shall execute and/or deliver to Escrow Agent the following (collectively, “Buyer’s Closing Documents”): A. Purchase Price. The Purchase Price. B. Title Documents . Such affidavits of Buyer , Certificates of Value or other documents as may be reasonably required by the title company to record the Seller’s Closing Documents and issue the title insurance policy. C. First Right of Refusal. A Buyer executed First Right of Refusal. 4.4 Closing Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: A. Title Insurance and Closing Fee. Buyer shall pay all costs of the owner’s title policy described in Section 3. 1 together with the cost of the lender’s title insurance policy (if any) and any other title endorsements Buyer or its lender desires. B. Transfer Fee. Buyer shall pay the State of Wisconsin Real Estate Transfer Fee, if applicable. C. Real Estate Taxes. The Parties shall prorate the taxes due and payable in 2027 (i.e., real estate taxes for 2026) with Seller paying for that part of the real estate taxes due and payable in 2027 determined by dividing the number of days in 2026 that Seller owned the Property by three hundred sixty- five. All real estate taxes for taxes due and payable in 2026 (i.e., real estate taxes for 202 5) are the responsibility of Seller and all real estate taxes due and payable in 2028 (i.e., real estate taxes for 2027) and future years are the responsibility of Buyer. D. Special Assessments. Seller agrees to pay the unpaid balances of levied, pending, certified and deferred special assessments applicable to the Property as of the date of 4 the Closing Date. E. Recording Costs. Buyer shall pay the cost of recording the warranty deed. F. Closing and Escrow Fee . Buyer shall all of the customary closing fees or charges imposed by the Escrow Agent. ARTICLE V “AS IS” SALE 5.1 “As-Is” Sale . The Property is being sold “AS -IS, WHERE -IS”. Other than the title warranties described in Section 3.1 above, no representations or warranties are made by Seller concerning the condition of the Property. Seller shall not provide a real estate condition report concerning the Property, and Buyer waives receipt and rights thereto pursuant to Chapter 709 of Wisconsin Statutes. Notwithstanding the foregoing, Seller represents and warrants that, to the actual knowledge of City Administrator Scot Simpson, a representative of Seller familiar with the Property, but without independent investigation or inquiry of any kind: (a) there are no pending or threatened legal actions, condemnation proceedings, or governmental investigations affecting the Property; (b) there are no hazardous substances, underground storage tanks, asbestos -containing materials, or environmental conta mination located on the Property in violation of applicable environmental laws; (c) there are no pending or contemplated special assessments aff ecting the Property other than those disclosed in writing to Buyer; (d) Seller has received no written notice of any zoning, building code, or other regulatory violations affecting the Property; (e) there are no leases, tenancies, licenses, or other occupancy or use agreements affecting the Property; (f) there are no contracts or agreements relating to the Property that will survive Closing; and (g) Seller has full power and authority to enter into this Agreement and convey the Property. ARTICLE VI FIRST RIGHT OF REFUSAL AND SURVEY CONTINGENCIES 6.1 First Right of Refusal Contingency . Seller’s obligation to close under this Agreement is expressly contingent upon the execution of the First Right of Refusal attached hereto as Exhibit B (the “First Right of Refusal”). The property subject the First Right of Refusal shall be that part of St. Croix County Tax Parcel No. 276-1040-30-300 which is not part of the Property (the “FRR Property ”). Upon completion of the Survey, as hereinafter defined, and prior to Closing, the First Right of Refusal will be revised so that the FRR Property is consistent with the Survey and the New Development Property, as defined in the Development Agreement attached to the First Right of Refusal, is the FRR Property . The First Right of Refusal , or a memorandum thereof, shall be recorded in the Office of the Register of Deeds for St. Croix County, Wisconsin at Closing. 6.2 Survey Contingency . The obligation of Seller and Buyer to close under this Agreement is expressly contingent upon recording of a Certified Survey Map describing the Property, which is to be approximately the south 2 acres of St. Croix County Tax Parcel No. 276- 1040-30-300, and which is acceptable to both Buyer and Seller (the “Survey”). 5 6.3 Due Diligence Period. Buyer shall have a period of twenty (20) days following the Effective Date (the “Due Diligence Period”) to conduct inspections, surveys, environmental assessments, and other investigations of the Property. Seller shall provide Buyer and its agents with reasonable access to the Property during t he Due Diligence Period. If Buyer determines, in its sole discretion, that the Property is unsuitable for Buyer’s intended use, Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence Period and receive a full refund of the Earnest Money. Buyer shall not conduct any invasive environmental testing without prior written consent from Seller, not to be unreasonably withheld, conditioned or delayed. Buyer shall bear all costs and expenses of any inspections, investigations, and tests of any kind or nature undertaken by Buyer with regard to the Property and Buyer shall promptly repair or restore any material damage to the Property caused by the acts of Buyer and/or its agents and designees. Buyer shall notify Seller , in advance, of when Buyer or Buyer’s agents or contractors will access the Property. Buyer shall defend, indemnify and hold Seller and Seller’s agents and employees harmless for, from and against any third- party claims, liabilities, damages, liens, attorneys’ fees, penalties, demands, causes of actions and suits to the extent the result of the entry onto the Property by Buyer, its agents, employees, representatives or contractors. Notwithstanding the foregoing or anything to the contrary contained in thi s Agreement, Buyer shall not be responsible or liable for the mere discovery of any pre -existing conditions or other matters respecting the Property as a result of Buyer’s due diligence inspections or investigations. ARTICLE VII TERMINATION AND REMEDIES 7.1 Buyer’s Remedies . If Seller materially defaults in performing any of Seller’s obligations under the terms of this Agreement for any reason, other than Buyer’s default, Buyer shall be entitled, at Buyer’s option, to either: (a) terminate this Agreement and receive a return of the Earnest Money; or (b) seek specific performance of this Agreement. 7.2 Seller’s Remedies. Except as where a remedy is specifically provided herein, if Buyer materially defaults in performing any of Buyer ’s obligations under the terms of this Agreement for any reason other than the Seller’s default, Seller’s shall be entitled to retain the Earnest Money and terminate this Agreement, as its exclusive remedy. ARTICLE VIII MISCELLANEOUS 8.1 Survival of Representations . The representations, warranties, and covenants of Seller and Buyer herein shall survive the Closing and shall not be merged into the Closing. 8.2 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Wisconsin. 8.3 Amendments. This Agreement may not be amended or modified except by a writing signed by both Parties and identified as an amendment to this Agreement. 6 8.4 No Assignment. Neither Party may assign its rights hereunder to any third party without the prior written consent of the other Party which consent may be in the non- assigning Party’s sole discretion; provided, however, that Buyer may assign this Agreement without Seller’s consent to: (a) any entity that controls, is controlled by, or is under common control with Buyer ; or (b) any entity that acquires all or substantially all of the assets or equity interests of Buyer (each, a “Permitted Transferee”). Any such assignment to a Permitted Transferee shall not release Buyer from its obligations hereunder. 8.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, their heirs, legal representatives, successors and assigns. 8.6 Entire Agreement. This Agreement constitutes the final, complete and exclusive agreement between the P arties with respect to its subject matter and supersedes all past and contemporaneous agreements, promises, and understandings, whether oral or written, between the Parties. 8.7 Notices. All notices and other communications between the Parties related to this Agreement shall be in writing and may be given in any of the following ways: (i) by personal delivery, in which case the notice shall be deemed to be given on the date of personal delivery; (ii) by Federal Express or equivalent nationally or regionally recognized courier that issues receipts evidencing delivery, in which case the notice shall be deemed given one day following receipt of such notice by the courier; (iii) by U.S. mail, in which case the notice shall be deemed given upon posting the notice in the mail; or (iv) by email, if the recipient receives the email. . Notices shall be given to the respective addresses of the Parties set out below: If to Seller: City of River Falls c/o City Administrator Scot Simpson 222 Lewis Street River Falls, Wisconsin 54022 ssimpson@rfcity.org with a copy to: Weld Riley, S.C. c/o Atty. Christopher Gierhart 3624 Oakwood Hills Pkwy Eau Claire, WI 54701 cgierhart@weldriley.com If to Buyer: Decentralized Foods LLC Attn: Andrew J. Kubiak 16730 4TH ST S Lakeland, MN 55043 andy@vanillabeanproject.com 8.8 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect as if the invalid or unenforceable provision had never been a part of the Agreement. 7 8.9 Waiver. The failure of either Party to complain of any default by the other Party or to enforce any of such P arty’s rights, no matter how long such failure may continue, will not constitute a waiver of the Party’s rights under this Agreement. The waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision. No part of this Agreement may be waived except by the further written agreement of the Parties. 8.10 Counterparts and Binding Acceptance . This Agreement may be executed in counterparts, all of which when taken together shall be deemed to constitute one and the same instrument. This Agreement shall be binding when properly executed signature pages have been delivered by each Party to the other, whether by delivery of an original or a copy via facsimile or electronic mail. 8.11 Attorney’s Fees. Any Party who is finally adjudicated to have defaulted under this Agreement or any closing document shall pay the attorney’s fees and court costs incurred by the non-defaulting party to enforce its rights regarding such default. 8.12 No Broker’s Commission. Buyer and Seller each represent to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker’s commission or finder’s fee against one of the Parties to this Agreement, the Party against whom the claim is asserted will indemnify and hold the other Party harmless from said claim. 8.13 Time. Time is of the essence as to all dates and deadlines in this Agreement. (Signature Pages to Follow) [Signature Page 1 of 2] IN WITNESS WHEREOF, this Agreement has been executed effective on the day and year set forth in the first paragraph. SELLER: CITY OF RIVER FALLS, a Wisconsin municipal corporation By: Alison H. Page, Mayor Attest: Amy White, City Clerk [Signature Page 2 of 2] IN WITNESS WHEREOF, this Agreement has been executed effective on the day and year set forth in the first paragraph. BUYER: DECENTRALIZED FOODS LLC d/b/a Whisk Capital By:____________________________________ Name: Andrew J. Kubiak Title: Authorized Representative [Exhibit A] EXHIBIT A LEGAL DESCRIPTION (Note: Legal Description on the Deed is to match the Legal Description in the Title Commitment) TO BE DETERMINED BY SURVEY PER SECTION 6.2 For informational purposes only: Tax Parcel No.: part of 276-1040-30-300 EXHIBIT B FIRST RIGHT OF REFUSAL (see attached) 1 FIRST RIGHT OF REFUSAL TO PURCHASE REAL PROPERTY 1. Parties. This First Right of Refusal Agreement (the “Agreement”) is made this ___ day of _____________, 2026, (the “Effective Date”) by and between the City of River Falls , a Wisconsin municipal corporation (“ Grantor”) and Decentralized Foods LLC , a Minnesota limited liability company d/b/a Whisk Capital(“Grantee”) 2. Grant of First Right of Refusal . Grantor grants to Grantee a first right of refusal to purchase real property located in the County of St. Croix, State of Wisconsin, which is comprised of approximately 3 acres of St. Croix County Tax Parcel No. 276-1040-30-300 and depicted as Lot B in the map attached hereto as Exhibit A (the “Property”), on the terms and conditions set forth in this Agreement. 3. Term. The term of this Agreement begins on the Effective Date and shall expire at 12:00 a.m., prevailing Central time on the day that is two (2) years from the Effective Date. 4. Exercise of First Right of Refusal. a. Notice by Grantor: In the event Grantor receives a bona fide third- party offer for the purchase of the Property at any time during the term of this Agreement which Grantor desires to accept (the “Bona Fide Offer”), the Grantor shall not accept the Bona Fide Offer or sell the Property or any portion thereof without first offering the Property to Grantee. Grantor shall give Grantee notice of its right to purchase the Property within fifteen (15) days of receipt of the Bona Fide Offer, which purchase is to be consistent with the terms of purchase set forth in Section 5. b. Notice by Grantee: If Grantee elects to purchase the Property (the “Purchase Election”), Grantee’s notice of intent to purchase the Property shall be delivered to Grantor, no later than twenty -one (21) days after Grantee’s receipt of notice from Grantor as set forth in Section 4.a. c. Obligations upon Notice to Purchase by Grantee: Upon Grantee’s exercise of the Purchase Election, Grantor and Grantee shall enter into a purchase and sale agreement for the Property consistent with the terms set forth herein (the “Purchase Agreement”) and as soon as reasonably practical after Grantee has given Grantor written notice as contemplated in Section 4.b. Upon full execution of the Purchase Agreement, Grantor shall provide an owner’s policy of title insurance issued by a reputable title insurer in the amount of the purchase price showing good and merchantable title to the Property. The purchase of the Property by Grantee shall be completed and closed within sixty (60) days from the date of execution of the Purchase Agreement or as soon as practicable thereafter. 5. Terms of Purchase. If Grantee exercises the Purchase Election, the following shall be the terms of purchase: Exhibit 2 2 a. The purchase price shall be $259,950.00, b. At closing, the Grantor and Grantee shall execute a development agreement in substantial conformity with the document attached as Exhibit B (the “Development Agreement”). Material terms of the Development Agreement are as follows: i) Reverse Tax Increment Financing in an amount not to exceed $433,250 .00; ii) guaranteed minimum assessed valuation of the real estate and improvements on the Property and the remaining ~2 acres of Lot B, depicted on Exhibit A , of $4,000,000.00; iii) Grantee will commence construction of improvements on the Property no later than one (1) year after the date of closing on the Property; and iv) Grantee will substantially complete construction of improvements on the Property no later than two (2) years after the date of closing on the Property. c. Subject to the Development Agreement and Section 5.a., a ll other terms and conditions of the purchase shall be the same terms and conditions of the Bona Fide Offer, less any contingencies , except that the time period for closing shall be consistent with Section 4.c and the Property shall be sold as-is, where-is. 6. Failure to Exercise First Right of Refusal. In the event Grantee does not provide notice of the Purchase Election within the time period set in Section 4.b, then this Agreement shall automatically terminate. Further, if Grantee does provide notice of the Purchase Election within the time period set forth in Section 4.b but does not close on the Property due to Grantee’s default or voluntary withdrawal, then this Agreement shall automatically terminate; provided, however, that the failure to close due to Grantor’s default or failure to perform. 7. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and may be served personally or by certified or registered mail, return receipt requested or by reputable overnight courier, postage prepaid, addressed to Grantor and Grantee respectively at the address(es) set forth below. Such notices shall be effective upon delivery, if delivered in person, forty- eight (48) hours after the date of postmark, if delivered by certified or registered mail or twenty-four (24) hours after the date of deposit with such overnight courier. Each party shall have the right from time to time to designate a different address to which notices shall be sent by delivery of written notice thereof pursuant to this Section 7. If to the Grantor: City of River Falls c/o Scot Simpson, City Administrator 222 Lewis Street River Falls, WI 54022 If to the Grantee: Decentralized Foods LLC d/b/a Whisk Capital c/o Andrew J. Kubiak 3 16730 4th Street S Lakeland, MN 55043 8. Assignment. Grantee may not assign its interest in this Agreement without first obtaining the written consent of Grantor , which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Grantee may assign this Agreement without Grantor’s consent to any Affiliate of Grantee or to any entity that acquires all or substantially all of the assets or equity of Grantee. For purposes of this Section, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under comm on control with Grantee. 9. Entire Agreement; Amendments . This Agreement, together with all e xhibits attached hereto, contains the entire agreement of the parties with respect to those matters set forth herein, and all prior negotiations, correspondence, agreements, representations, verbal agreements, and other communications between the parties hereto have been incorporated into this Agreement. No prior agreement or understanding pertaining to any such matters shall be effective unless the terms and provisions thereof are contained herein. This Agreement may be modified only by a written document, signed by the parties in interest at the time of modification. 10. Headings. Section headings contained in this Agreement have been inserted for reference only and are not a part of this Agreement or the agreement of the parties hereto. 11. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin. 12. Negotiated Provisions. Notwithstanding the fact that the printed form of this Agreement was initially prepared by Grantor , Grantee acknowledges that: (i) the final version of this Agreement was prepared by the joint efforts of Grantor and Grantee ; (ii) Grantee has had an opportunity to review this Agreement , consult with its attorney, and negotiate the provisions hereof prior to the execution hereof; (iii) the final version of this Agreement is a fair and equitable instrument; and (iv) this Agreement shall not be interpreted in favor of or against the party preparing it. 13. Time of the Essence. Time is of the essence in the performance of all obligations falling due under this Agreement. 14. Recording. Grantor shall cause this Agreement, or a Memorandum of this Agreement in such form as Grantor may determine, to be recorded in the Office of the Register of Deeds for St. Croix County, Wisconsin. Such memorandum shall set forth a legal description of the Property, the term of the Agreement, and any other provisions hereof as Grantor may determine. 4 15. Effectiveness of Instrument. Submission of this instrument by or on behalf of either party is not intended to and shall not be deemed to constitute a first right of refusal with respect to the Property. This instrument shall not be effective as a first right of refusal or otherwise and neither party shall have any rights hereunder unless and until this Agreement is executed and delivered by both parties. 16. Right to Cure . Notwithstanding any other provision of this Agreement, if either party defaults in the performance of any obligation under this Agreement, the non- defaulting party shall provide written notice of such default to the defaulting party. The defaulting party shall have thirty (30) days after receipt of such notice to cure such default (or, if such default cannot reasonably be cured within thirty (30) days, to commence such cure and diligently pursue the same to completion). No termination or other remedy shall be available to the non-defaulting party unless and until such cure period has expired without cure. This Section 16 does not apply to the deadline for Grantee to deliver the Purchase Election to Grantor under Section 4.b hereof. 17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of the executed counterpart of this Agreement via facsimile or electronic mail in portable document file (.pdf) format shall be as effective as delivery of an originally-signed executed counterpart of this Agreement. [SIGNATURES ON THE FOLLOWING PAGE] [Signature Page] GRANTOR: GRANTEE: City of River Falls Decentralized Foods LLC d/b/a Whisk Capital By:____________________________ By:____________________________ Alison H. Page, Mayor Andrew J. Kubiak Title: Authorized Representative By:____________________________ Amy White, City Clerk ACKNOWLEDGEMENT STATE OF WISCONSIN ) )ss. COUNTY OF __________________ ) Personally came before me on the ____ day of _____________, 202__, the above-named Alison H. Page and Amy White, to me known to be the person(s) who executed the foregoing instrument and acknowledged the same. _______________________________________ ___________________________, Notary Public State of Wisconsin My commission expires: ___________________ ACKNOWLEDGEMENT STATE OF ____________________ ) )ss. COUNTY OF __________________ ) Personally came before me on the ____ day of _____________, 202__, the above-named Andrew J. Kubiak, to me known to be the person(s) who executed the foregoing instrument and acknowledged the same. _______________________________________ ___________________________, Notary Public State of ____________________ My commission expires: ___________________ [Exhibit A] EXHIBIT A [Exhibit B] EXHIBIT B [Form of Development Agreement – Attached] 1 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF RIVER FALLS AND DECENTRALIZED FOODS LLC THIS DEVELOPMENT AGREEMENT, made and entered this ________ day of , 202__, by and between the City of River Falls , a Wisconsin municipal corporation (the “City”), and Decentralized Foods LLC, a Minnesota limited liability company, d/b/a Whisk Capital (the “Developer”). WITNESSETH: WHEREAS, the City is the fee simple owner of certain platted lots in the Whitetail Ridge Corporate Park; and WHEREAS, Developer is desirous of developing, constructing, owning, managing, and operating a proposed office/manufacturing building within the Whitetail Ridge Corporate Park , provided that the City makes available certain financial incentives and other means of assistance in conjunction with such development; and WHEREAS, subject to a successful closing on the purchase of the Development Property the City and Developer wish to agree to the development of the Minimum Improvements and the provision of various forms of financial assistance in that regard pursuant to the term s and provisions of this Agreement; and WHEREAS, as of the date of this Agreement there has been prepared by the City a Tax Increment Financing Plan establishing City of River Falls Tax Increment District Number 13 (which plan, as it may be further amended, provided that no amendment shall adversely affe ct Developer, is hereinafter referred to as the " Tax Increment Financing Plan") and providing for the use of tax increment financing in connection with the development program described below; and WHEREAS, the City believes that the construction of a multi- office/manufacturing building, within Tax Increment District No. 1 3 by Developer pursuant to this Agreement, and fulfillment of this Agreement is in the best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the development program has been undertaken and is being assisted; and WHEREAS, the City believes that “but for” the City’s providing the Tax Increment Financing assistance, the Project would not be built and the important public benefits of the Project would not be achieved. NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with each other as follows: 2 ARTICLE I DEFINITIONS Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Agreement” means this Development Agreement by and between the City and Developer, as the same may be from time to time modified, amended, or supplemented, in writing. “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. "Articles and Sections” mentioned by number only are the respective articles and sections of this Agreement so numbered. "Certificate of Completion” means the certification in the form of a certificate provided to the Developer, or its successors or assigns of this Agreement pursuant to Section 3.1 of this Agreement, certifying that the Project has been completed to the full satisfaction of both Part ies and of this Agreement. “City” means the City of River Falls, Wisconsin, and any agencies thereof. “CDD” means the Community Development Department of the City of River Falls, Wisconsin. “Construction Plans ” means the approved plans, specifications, drawings and related documents on all construction work to be performed, installed or constructed by Developer upon the Development Property pursuant to this Agreement, described in Section 3.1 and attached as Exhibit 3 upon approval by the City. “Council” means the Common Council of the City of River Falls, Wisconsin. “County” means the County of St. Croix, Wisconsin. “Covenants” means the Whitetail Ridge Corporate Park Development Covenants and Design Guidelines, a copy of which is attached hereto and made part of hereof as Exhibit 4. “Developer” means Decentralized Foods LLC, a Minnesota limited liability company d/b/a Whisk Capital, LLC. “Development Property” means that certain real property, being approximately 5 acres, located within Tax Increment No. 1 3, City of River Falls, and more particularly described in Exhibit 1 of this Agreement, and depicted as Lot B and on the map attached hereto as Exhibit 2. 3 “Hazardous Materials ” means materials and substances which because of toxicity, corrosivity, reactivity, ignitability, carcinogenicity, magnification or concentration within biologic chains, presents a demonstrated threat to biologic processes when discharged into the environment, and shall also include any material or substances defined as "Hazardous Substances," "Hazardous Materials," "Hazardous Waste," "Toxic Substances" (including asbestos, polyfluoroalkyl (PFAS) substances, perfluorooctanesulfonic acid (PFOS), polychlorinated biphenyls, petroleum or petroleum products, hydrocarbonic substances and constituents of any of the foregoing) or other similar designations under any present or future federal, state, or local laws, statutes, authorizations, judgm ents, decrees, concessions, grants, agreements, ordinances, codes, rules, regulations, orders, and other governmental restrictions and requirements regulating, relating to or imposing liability or a standard of conduct concerning the environment or any substances or environmental activity including, without limitation, the following, as the same may be amended from time to time, and all regulations promulgated there under or in connection therewith: Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; Clean Air Act 42 U.S.C. §§ 7401-7626 et seq.; Water Pollution Control Act (commonly referred to as the Clean Water Act), 33 U.S.C. §§ 1251 et seq.; Federal Insecticide, Fungicide, and Rodenticide Act, as amended by the Federal Environmental Pesticide Control Act of 1972 and the Federal Pesticide Act of 1978, 7 U.S.C.136 et seq.; Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; and Safe Drinking Water Act 42 U.S.C. §§ 300 (f) et seq.; “Minimum Improvements” means the office/manufacturing building, including fixtures and equipment to be constructed by Developer upon the New Development Property pursuant to this Agreement as such improvements are defined in the Construction Plans. “New Development Property” means that certain real property, being a part of the Development Property and being approximately 3 acres, located within Tax Increment No. 1 3, City of River Falls, and more particularly described in Exhibit 1-A of this Agreement. “Party” means either the City or Developer. “Parties” means the City and Developer. 4 “Project” means the construction and operation of the Minimum Improvements by Developer on the Development Property pursuant to the terms of this Agreement, and any additional improvements by Developer on the Development Property not in existence as of the date first written above. “Real Estate” means the Development Property together with all taxable improvements located thereon, including Minimum Improvements. “State” means the state of Wisconsin. “Substantial Completion” means the completion of the public and private infrastructure improvements pursuant to the Construction Plans, except for punch list items, landscaping and paving of parking lots, and the issuance of a Certificate of Completion from the City. Subject to Unavoidable Delays beyond the control of the Developer, any such incomplete items shall be fully completed within a reasonable time after the date of Substantial Completion, but not to exceed 90 days thereafter except site improvements such as landscaping shall be completed no later than 240 days after the date of Substantial Completion if weather or other conditions beyond the control of the Developer prevent completion of the same. “Tax Increment District No. 13” means the City of River Falls Tax Increment Financing District No. 13 as has been duly established by the City of River Falls according to the Wisconsin Statutes, Exhibit 5 attached. “Tax Increment Financing ” means the general obligation, t ax increment bonds, or any form of tax increment financing that the City intends to issue to finance certain land acquisition and/or public development costs related to Tax Increment District No. 13 and the project. The term "tax increment financing" shall also include any obligations issued to refund the tax increment obligations of the City. “Tax Increment Financing Plan” or “TIF Plan” means the Tax Increment Financing Plan for the City of River Falls Tax Increment District No. 13. “Unavoidable Delays ” means delays, outside the control of the party claiming an occurrence, which are the direct or indirect result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, public health emergencies or pandemic or Federal restrictions resulting from the same that may occur following the date of this Agreement, State or Federal limitations on work, fire, floods, embargoes, terrorist acts or other casualty, litigation or other administrative procedures commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts or requirements of any federal, state, or local governmental unit (other than the City acting in its contractual capacity under this Agreement) which directly results in delays. ARTICLE II REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS OF DEVELOPER Section 2.1. Representations and Warranties by Developer. 5 Developer represents and warrants that: (a) Developer is a limited liability company duly organized, existing, and in good standing under the laws of the State of Minnesota , registered to do business in the State of Wisconsin pursuant to Wis. Stat. ch. 183, is not in violation of any provisions of its articles of organization, operating agreement, or other governing documents, and has full power and authority to enter this Agreement and perform its obligations hereunder. (b) Developer will use its best efforts to obtain, in a timely manner, all required permits, licenses, and approvals, and to meet in a timely manner all requirements of all applicable local, state, and federal laws and regulations which must be obtained or me t before the Minimum Improvements and any and all additional improvements may be lawfully constructed. Where this Agreement contains strict time deadlines with respect to any obligation, such strict time deadlines shall apply, and time shall be of the essence. (c) Developer will use its best efforts to construct the Minimum Improvements and all additional improvements in accordance with all local, State, or federal laws or regulations, including, but not limited to energy conservation laws. (d) Developer has no present notice or knowledge that the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is prevented or limited by, or in conflict with or will result in a breach of, the terms, conditions or provisions of any operating agreement or any other corporate document of Developer, or any evidence of indebtedness, contract or instrument of whatever nature to whi ch Developer is now a party or by which it is bound, such that any conflicts or breaches would materially impair the project or deems City security hereunder inadequate. Section 2.2. Obligations of Developer. (a) Description. Subject to the terms and conditions of this Agreement, Developer hereby agrees and commits to construct the Minimum Improvements and complete the Project within the time limitations of the Agreement. The Minimum Improvements will be constructed according to the Construction Plans to be submitted according to Section 3.1 of this Agreement. The parties understand that Construction Plans may be changed in accordance with Section 3.1 of this Agreement. (b) Uses. Upon completion of the Minimum Improvements the uses of the property by Developer shall be for an office/manufacturing building. Developer will comply with all applicable federal, State, and local laws and regulations relative to hazardous materials. (c) Utilities. Developer agrees and hereby commits to maintaining electric, water and wastewater services through the River Falls Municipal Utilities. (d) Performance dates . Developer agrees and hereby commits to complete the construction of the Minimum Improvements according to the following timetable, subject to 6 Unavoidable Delays and subject to the City's performance. The parties understand that time is of the essence with regard to the dates herein specified. 1. [TBD – One year from date of closing on New Development Property] - Start of construction of the Minimum Improvements (subject at all times to Unavoidable Delays, in which case construction will commence as soon as practicable after such date). 2. [TBD – Two years from date of closing on New Development Property] - Substantial completion of the Minimum Improvements. ARTICLE III CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 3.1. Construction of Minimum Improvements. (a) Developer agrees that it will construct the Minimum Improvements on the New Development Property in substantial conformance with Construction Plans, which shall be submitted to the City for review and approval prior to commencement of construction. Construction of the Minimum Improvements cannot commence until the City has approve d the Construction Plans. Approved Construction Plans will be attached hereto as Exhibit 3 upon approval by the City. (b) If Developer desires to make any material change in the Construction Plans after their approval by the City Council, Developer shall submit the proposed change to the CDD for approval. A material change is one that negatively impacts the Project's minimum value by more than five percent (5.0%) or requires approval due to City ordinance or code. If the Construction Plans, as modified by the proposed change, are not a material change, the CDD shall approve the proposed change; provided, however, that any such approval under this section 3.1(b) shall not constitute approval or waiver by the City with respect to any building, zoning or other ordinances or regulations of the City. Such change in the Construction Plans shall be deemed approved by the CDD unless rejected in writing within 15 days by the CDD with a statement of the CDD's reasons for such rejection. The amount of time required by this process shall be added to and extend performance dates specified in Section 2.2(d). (c) Developer shall be completely responsible for the installation of all private utilities and the Minimum Improvements, and none of the Project shall be constructed by the City. Section 3.2. Commencement and Completion of Construction. (a) Subject to Unavoidable Delays and performance by City, Developer shall commence construction of the Minimum Improvements by [TBD – One year from date of closing on New Development Property], or such other date as the parties shall mutually agree in writing as an amendment to this Agreement. Subject to Unavoidable Delays or actions of City, Substantial Completion of all the Minimum Improvements shall be no later than [TBD – Two years from date of closing on New Development Property]. All work with respect to the Minimum Improvements 7 to be constructed or provided by Developer on the New Development Property shall be in conformity with the Construction Plans or any approved changes thereof as submitted by Developer and approved by the CDD. (b) Developer agrees for itself, and every successor in interest to the Development Property, or any part thereof, that it shall promptly begin and diligently prosecute to completion construction of the Minimum Improvements thereon, and, subject to Unavoidabl e Delays and performances by City, that such construction shall in any event be commenced and completed within the period specified in this section 3.2 of this Agreement. Section 3.3. Certificate of Completion. (a) Promptly after Substantial Completion of the Minimum Improvements in accordance with the provisions of this Agreement, the City will furnish Developer with a Certificate of Completion. Such Certificate of Completion shall be a conclusive determination of satisfaction and completion of the minimum improvements necessary for occupancy. (b) If the City should refuse to provide a Certificate of Completion in accordance with the provisions of this Section 3.3 due to alleged inadequate or incomplete performance by Developer, the City shall, within 15 days after written request by Developer, provide Developer with a written statement, indicating in adequate detail in what respects Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, and what measures or acts will be necessary, in the opinion of the City, for Developer to take or perform in order to obtain that Certificate of Completion. (c) Upon receipt of the written statement reciting in what respect Developer has failed to complete the Minimum Improvements, Developer shall immediately rectify the stated shortfalls by complying with the City's requests. If Developer refuses to comply or disagrees with the City's requests, the Parties may pursue any remedies available under this Agreement. ARTICLE IV GUARANTEES OF DEVELOPER Section 4.1. Purposes of Guarantees. Both Parties to this Agreement understand that there will be the commitment of and/or expenditure of public monies through the tax increment financing process for land development incentives in an amount not to exceed the amount of $433,250.00 . It is the intent of the parties hereto to provide that Developer give adequate guarantees and security to ensure that the Minimum Improvements will be constructed, and the public monies will be repaid as specified below. The parties intend for this guarantee to cover the period of time before and after construction, to allow for the completion of the Minimum Improvements and the amortization of public expenditures for this project per the Tax Increment Financing Plan. Section 4.2. Guaranteed Assessment and Payment. 8 Developer agrees that the Real Estate shall carry a tax assessment value of not less than $4,000,000.00 for a period of ten (10) years of real estate tax payments after the Certificate of Completion is issued. Developer hereby waives any right of notice, protest, or right to contest the final assessed valuation of Real Estate at the agreed upon value of $4 ,000,000.00. It is understood between the parties that this assessment is the minimum necessary to enable the City to offer the financial incentives contained in this Agreement. This waiver of protest and right to contest the assessment shall commence on the date of issuance of the Certificate of Completion and continue until Developer has paid all taxes assessed on the agreed upon value of the Real Estate for a period of [TBD] consecutive years of real estate tax payments, which is the amount of time necessary to repay, through the increment gain, the financial incentives contained herein. By way of explanation, if the agreed upon value of the Real Estate is first assessed as of January 1, 202 , the Developer’s obligation to pay taxes based on the agreed minimum assessed value shall continue through 202 , when taxes from the year 202 would be due and payable. Provided, that after the time period set forth above, or in the event the assessor assesses the Real Estate above $4,000,000.00, Developer shall retain all statutory rights of notice and protest to any real estate tax assessment. This waiver of protest and right to contest the assessment shall continue for a period of [TBD] consecutive years of real estate tax payments, with the first year being the year the first payment is made based on the minimum valuation set forth above, which is the amount of time necessary to repay, through the increment gain, the financial incentives contained herein. Provided, that after [TBD] years of real estate tax payments, or in the event the assessor assesses the Real Estate above $4,000,000.00, Developer shall retain all statutory rights of notice and protest to any real estate tax assessment. In no event shall the assessment ever be lower than $4,000,000 for the Real Estate during the repayment of the tax increment financing for this Project [TBD] years of real estate tax payments). Regardless of the minimum assessed value of the Real Estate, which is imposed by this section, the minimum amount of real estate tax the Developer shall pay with respect to the Real Estate shall be no less than $ [TBD] per year after the substantial completion of the Minimum Improvements. Any shortfall between the amount shown on the County issued tax statement and the minimum tax shall be paid to the City Treasurer by January 31 of each year. This minimum tax obligation shall be effective for [TBD] years of real estate tax payments for the Real Estate, commencing upon the date of the issuance of the Certificate of Completion. ARTICLE V CITY OBLIGATIONS Section 5.1. Performances and Performance Dates by City. Subject to Unavoidable Delays, and performance by Developer, the City shall: (a) Make standard electrical, water, and sanitary sewer utilities available for connection and hookup at the Development Property at the time the Minimum Improvements are 9 completed. Developer shall be responsible for paying all utility extensions and laterals necessary to serve the Project located at the Development Property. ARTICLE VI REVERSE TAX INCREMENT FINANCING Section 6.1. Reverse Tax Incremental Financing. For the purposes of this Agreement, the total amount of new taxes collected during the Payment Term as a result of the growth of taxable market value in the Development Property from construction of the Project and not attributable to the ad valorem real estate taxes attributable to the base market assessed tax value determined on January 1, 2026 shall be referred to herein as the “Collected Tax Increment .” The City has projected the anticipated tax increment, and such projections are attached hereto as Exhibit 5. Tax increment generated from the Project will likely vary from the projections based on such factors as: (i) change in Wisconsin Statutes affecting tax increment, tax levies and levy limits, real estate tax classifications and other such laws that are applicable to the calculation of the tax increment for the Project; (ii) failure of the owner of the Development Property to pay real estate taxes on ti me; and (iii) reduction in the value of the Development Property. Such changes may cause the anticipated Collected Tax Increment to be less than projected in any year. The Parties hereto understand and agree that the City will receive tax increment from the Development Property based on the City’s assessment policy, the TIF Plan, and applicable Wisconsin law. In each tax revenue year commencing January 1, [TBD] (i.e., tax assessments made on January 1, [TBD] with tax payments due by January 31, [TBD]) and ending in the tax revenue year January 1, [TBD] (i.e., tax assessments made on January 1, [TBD] with tax payments due by January 31, [TBD]) (the “Payment Term”) (i.e. [TBD] years of increment revenue), [TBD] % of the Collected Tax Increment shall be paid to the Developer in accordance with the terms of this Agreement, provided that the Developer is not delinquent in the payment of property taxes with respect to the Development Property and has paid all fees associated with the Project, not to exceed a maximum aggregate amount of Four Hundred Thirty- three Thousand Two Hundred Fifty Dollars ($433,250.00) (the “Reverse TIF Award”). Any such payment owed shall be paid on or before October 15 of each year during the Payment Term until the Reverse TIF Award is paid or the TID is closed pursuant to the terms of the TIF Plan, whichever is earlier. The goal and intention of these subsections is that the City is only obligated to pay to Developer the lesser of (i) the amount of actual Collected Tax Increment actually received by the City and attributable to the Development Property for tax revenue yea rs [TBD] through [TBD]; and (ii) $433,250.00. Section 6.2. Excesses. The specified amounts identified in this Agreement shall be the maximum Tax Increment Financing liability of the City and the City shall not be obligated to pay from Tax Increment Financing funds any amount in excess of those delineated in this Agreement. The City, in its discretion, may use whatever financial resources are available to provide the Tax Increment 10 Financing incentive set forth in this Agreement. The options retained by the City include, but are not limited to, promissory notes, general obligation bonds, or tax increment bonds. ARTICLE VII ASSIGNMENT AND TRANSFER Section 7.1. Representation as to Redevelopment. Developer represents and agrees that its undertakings pursuant to this Agreement are, and will be used, for the purpose of development of the Development Property and not for speculation in land holding. Developer further recognizes that, in view of: (a) The importance of the development of the Development Property to the general welfare of the community; and (b) The substantial financing and other public aids that have been made available by the City for the purpose of making such development possible; That the Minimum Improvements will be constructed in a timely and workmanlike manner. Until the issuance of the Certificate of Completion, the Development Property will not be assigned, sold, conveyed, or transferred to a third party without the City’s written consent, which shall be in the City’s sole and absolute discretion . After issuance of the Certificate of Completion, any sale, conveyance, or transfer of the Development Property shall be subject to Section 7.2 hereof. Section 7.2. Assignment and Transfer to Third parties – After Issuance of Certificate of Completion. The City recognizes that Developer may wish to transfer, assign, or sell the improved Development Property to a third party after issuance of the Certificate of Completion. For a period of [TBD] years from the date of the issuance of the Certificate of Completion, the Developer may assign, sell, convey or transfer the Development Property to a third party only with the written permission of the City, which permission is not to be unreasonably withheld. Provided, however, that any assignment, sale, transfer or conveyance to a third party must provide for the third party's assumption of any and all performances required by the Developer hereunder. Notwithstanding anything therein to the contrary, for a period of [TBD] years from the date of this Agreement the Development Property may not be sold, transferred or conveyed to, or lease or owned by any entity or used in any manner which would render any part of the Development Property exempt from property taxation, unless the purchaser, transferee, lessee or owner first executes a written agreement satisfactory to the City Atto rney and City Council provided for payments in lieu of taxes to the City. ARTICLE VIII EVENTS OF DEFAULT Section 8.1. Events of Default Defined. 11 The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following events: (a) Failure by Developer to comply or meet any one of the material provisions of this Agreement, including without limitation the time deadlines for commencement of construction of the Minimum Improvements by [TBD – One year from date of closing on New Development Property], and completion of the Minimum Improvements by [ TBD – Two years from date of closing on New Development Property] ], subject to Unavoidable Delays and performances by City. (b) Failure by Developer to substantially observe or perform any material covenant, condition, obligation or Agreement on its part to be observed or performed under this Agreement. (c) Failure to pay any monetary obligation imposed by this Agreement. Section 8.2. Remedies on Default. (a) In the Event of Default by Developer, the City may exercise any remedies available to it whether under law or equity. Further, City shall have no obligation to expend any additional tax increment funds that have not already been spent in the event of Developer's default. (b) If the City fails to perform under the terms of this Agreement, Developer's performance deadlines shall be extended for the time the City did not perform its obligations, and Developer may pursue any and all remedies available at law or in equity. Section 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City or Developer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this A greement or now hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.4. No Additional Waiver Implied by One Waiver. In the event any provision contained in this Agreement should be breached by any party and thereafter waived in writing by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 8.5. Right to Cure . Notwithstanding any other provision of this Agreement, if a Party defaults in the performance of any obligation under this Agreement, the other Party shall provide written notice of such default to the defaulting Party. The defaulting Party shall have thirty (30) days after receipt of such notice to cure such default (or, if such default cannot reasonably be 12 cured within thirty (30) days, to commence such cure and diligently pursue the same to completion). No termination or other remedy shall be available to the non-defaulting Party unless and until such cure period has expired without cure. Notwithstanding the foregoing, the cure period for monetary defaults shall be fifteen (15) days. ARTICLE IX ADDITIONAL PROVISIONS Section 9.1. Restrictions on Use. Developer agrees for itself, its successors and assigns and every successor in interest, to the Development Property, or any part thereof, that Developer and such successors and assigns shall devote the Development Property to, and only to, and in accordance with, the uses specified in this Agreement and land covenants, said covenants attached hereto as Exhibit 4. Section 9.2. Conflicts of Interest. No member, official, or employee of the City shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interest o r the interest of any corporation, partnership or association in which he is, directly or indirectly, interested. Provided, however, that after this Agreement has been signed, a member, official, or employee of the City may have contact and business relations with Developer relating to the Development Project only if a full disclosure is made to the Council, and it does not impair the exercise of said member's, official's, or employee's independent judgment on behalf of the City. No member, official, employee, or consultant of the City shall be personally liable to Developer, or any successor of interest, in the event of any default or breach by the City for any amount that may become due to Developer or successor, or on any obligation under the terms of the Agreement. Section 9.3. Title of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for the convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepai d, return receipt requested, or delivered personally; and (a) in the case of Developer as addressed to or delivered personally to the Developer at: Decentralized Foods LLC d/b/a Whisk Capital , Attn: Andrew J. Kubiak, 16730 4th Street S , Lakeland, MN 55043 (b) in the case of the City as addressed to or personally delivered to the City at: City Hall, 222 Lewis Street, River Falls, WI 54022, Attention: City Administrator, with copy to City Clerk; or at such other addresses with respect to either such party as that party may, from time to time, designate in writing, and forward to the other as provided in this section. 13 Section 9.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of the executed counterpart of this Lease via facsimile or electronic mail in portable document file (.pdf) format shall be as effective as delivery of an originally- signed executed counterpart of this Agreement. Section 9.6. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Section 9.7. Short Form Recordable. A short form of this Agreement shall be recorded in the chain of title to the Development Property. Said form is attached as Exhibit 5 as a Memorandum of Development Agreement. Section 9.8. Release of All Oral or Written Agreements. Upon the signing of this Agreement, all prior oral and written Agreements between the City and Developer are terminated and released, as this document contains the complete Agreement between the parties with respect to the development Property and construc tion of the Minimum Improvements. Section 9.9. Hold Harmless and Indemnification. Developer shall indemnify and hold City harmless from and against all claims, damages, losses or expenses, including attorney's fees, which the City may suffer or for which it may be held liable, arising out of or resulting from assertion against them of a ny claims, debts, or obligations in consequence of breaches of this Agreement by Developer, its employees, agents, or subcontractors. Section 9.10. Resolutions and Attorney's Letter. Developer warrants that it has adopted a corporate resolution authorizing the signing of this Agreement, and the City warrants that a resolution has been passed by the Common Council authorizing the signing of this document. Developer shall provide City wi th a letter from its attorney stating that the signing officers of Developer hold such designated positions and have authority to so sign. ARTICLE X AMENDMENTS The Developer and the City agree that all efforts have been made to accurately identify the costs of the Project and the value of the Minimum Improvements that are the basis for the utilization of tax increments necessary to amortize public expenditures related to this Project. 14 If conditions change during the course of the construction of the Minimum Improvements, both parties agree to use their best efforts to resolve the increased cost associated with a changed condition. Said effort shall be fully documented and presented to t he Council for approval. Upon full identification and documentation of the changed condition, the Council shall have 15 days to review and approve or disapprove the change. If approved, said approval shall be in the form of a written amendment to this Agreement. Should a changed condition result in an increased public expenditure, the Developer acknowledges that an additional corporate payment or guarantee may be necessary to cover any shortfall in property taxes from the Minimum Improvements to the Development Property to cover public expenditures. No provision, performance or obligation imposed by this Agreement may be amended, modified, supplemented or terminated without the written mutual consent of the parties hereto. Notwithstanding the above, nothing in Article X shall be construed as requiring or authorizing the expenditure of public monies above the maximum limits set forth in Article VI of this Agreement, which may only be authorized by the Common Council. (This space left blank intentionally.) [Signature Page] IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunder duly affixed and Developer has caused this Agreement to be duly executed in its name and behalf and on the date first above written. CITY OF RIVER FALLS By: Alison H. Page, Mayor ATTEST: By: _______________________________ Scot E. Simpson, City Administrator Amy White, City Clerk DECENTRALIZED FOODS LLC d/b/a Whisk Capital By: Andrew J. Kubiak, Authorized Representative [Exhibit List] List of Exhibits Exhibit 1 – Description of Real Property Exhibit 1-A – New Development Property Exhibit 2 – Whitetail Ridge Corporate Park Map Exhibit 3 - Approved Construction Plans for the Minimum Improvements Exhibit 4 - Whitetail Ridge Corporate Park Development Covenants and Design Guidelines Exhibit 5 - Terms and Conditions of Tax Increment Financing Plan, Tax Incremental District No. 13 Exhibit 6 – Memorandum of Development Agreement [Exhibit 1] Exhibit 1 Description of Real Property [TBD – WILL BE THE CURRENT EXISTING ST. CROIX COUNTY TAX PARCEL NO. 276-1040-30-300] [Exhibit 1-A] EXHIBIT 1-A New Development Property [TBD – WILL BE THE FRR PROPERTY PART OF ST. CROIX COUNTY TAX PARCEL NO. 276-1040-30-300] [Exhibit 2] Exhibit 2 Whitetail Ridge Corporate Park Map [Exhibit 3] Exhibit 3 Approved Construction Plans for the Minimum Improvements [Exhibit 4] Exhibit 4 Whitetail Ridge Corporate Park Development Covenants and Design Guidelines [Exhibit 5] Exhibit 5 Terms and Conditions of Tax Increment Financing Plan, Tax Incremental District No. 13 [Exhibit 7] Exhibit 6 Memorandum of Development Agreement 1 MEMORANDUM OF DEVELOPMENT AGREEMENT Recording Area Name and Return Address Christopher B. Gierhart Weld Riley, S.C. PO Box 1030 Eau Claire, WI 54702-1030 This is not a conveyance under Wis. Stat. § 77.21(1), and is not subject to transfer return or fee. See Exhibit A Attached Parcel Identification Numbers (PINs) This is not homestead property. THIS DOCUMENT WAS DRAFTED BY: Attorney Christopher B. Gierhart Weld Riley, S.C. PO Box 1030 Eau Claire, WI 54702-1030 2 MEMORANDUM OF DEVELOPMENT AGREEMENT THIS MEMORANDUM OF DEVELOPMENT AGREEMENT (this “Memorandum”) is made and entered into by and between the City of River Falls, a Wisconsin municipal corporation (“City”) and Decentralized Foods LLC , a Minnesota limited liability company , d/b/a Whisk Capital, LLC (“Developer”), who agree as follows: WHEREAS, as of ___________, a Development Agreement (the “Development Agreement”) was entered into by and between the City and Developer regarding the property legally described on the attached Exhibit A (the “Property”); and WHEREAS, Developer and City wish to memorialize of record the existence of the Development Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is agreed, Developer and City agree as follows: 1. Notice is hereby given that the Property is subject to all terms and conditions of the Development Agreement, which includes minimum assessment guarantees. 2. Reference is made to the Development Agreement for a full statement of the terms and conditions of the Development Agreement, all of which are incorporated herein by reference. 3. This Memorandum is made and executed by the parties for the purpose of recording the same in the applicable office in the county in which the Property is located. This Memorandum is executed and delivered with the understanding and agreement that it shall not in any manner whatsoever, alter, modify, or vary the terms and conditions of the Development Agreement. 4. The obligations of City and Developer under the Development Agreement run with the Property and inure to the benefit of City and Developer, and their respective successors and assigns, and are incorporated herein by this reference [Signature Pages Follow] [Signature Page 1 of 2] IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed on the date(s) set forth below. CITY: Alison H. Page, Mayor Amy White, City Clerk ACKNOWLEDGEMENT STATE OF WISCONSIN ) )ss. COUNTY OF __________________ ) Personally came before me on the ____ day of _____________, 202 , the above - named Alison H. Page and Amy White, to me known to be the person(s) who executed the foregoing instrument and acknowledged the same. _______________________________________ ___________________________, Notary Public State of ____________________ My commission expires: ___________________ [Signature Page 2 of 2] DEVELOPER: Decentralized Foods LLC, a Minnesota limited liability company, d/b/a Whisk Capital By: Name: Andrew J. Kubiak Its: Authorized Representative ACKNOWLEDGEMENT STATE OF ____________________ ) )ss. COUNTY OF __________________ ) Personally came before me on the ____ day of _____________, 20 , the above -named Andrew J. Kubiak, to me known to be the person(s) who executed the foregoing instrument and acknowledged the same. _______________________________________ ___________________________, Notary Public State of ____________________ My commission expires: ___________________ [Exhibit A] Exhibit A Legal Description of Property [TBD – WILL MATCH EXHIBIT 1 OF DEVELOPMENT AGREEMENT] RESOLUTION NO. RESOLUTION APPROVING PURCHASE AGREEMENT WITH DECENTRALIZED FOODS, LLC WHEREAS, The City of River Falls is the owner of the approximately five-acre lot in the Whitetail Ridge Corporate Park (Lot B); and WHEREAS, Decentralized Foods , LLC has identified this property as a site to build an approximately 10,000 sq/ft office/manufacturing building on the south two acres; and WHEREAS, a purchase agreement has been negotiated, subject to approval from the Common Council; and NOW, THEREFORE, BE IT RESOLVED that the Common Council of the City of River Falls approves the attached Purchase Agreement for $173,300 for the sale of approximately two-acres in the Whitetail Ridge Corporate Park to Decentralized Foods , LLC and authorizes the City Administrator or designee to finalize the sale of the property. Dated this 28th day of April, 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk RESOLUTION NO. RESOLUTION APPROVING FIRST RIGHT OF REFUSAL WITH DECENTRALIZED FOODS, LLC WHEREAS, the City of River Falls and Decentralized Foods, LLC have arrived at an agreement for a First Right of Refusal (FRR) for an approximately three-acre lot (north portion of Lot B ) in the Whitetail Ridge Corporate Park; and WHEREAS, if exercised, the purchase price is set at $ 259,950 for the three acres of Lot B, and Decentralized Foods, LLC shall guarantee a minimum taxable value of $4 million for the development on the property; and WHEREAS, the FRR will expire two years from the Effective Date , and if there is failure to exercise the FRR, the agreement will automatically terminate; and WHEREAS, a development agreement is attached to the FRR to be executed at the time the FRR is executed; and WHEREAS, the development agreement requires the developer to build an office/manufacturing building with a minimum value of $4 million after which the City will then provide $433,250 to the developer in a reverse TIF; and WHEREAS, the Common Council has reviewed the First Right of Refusal at its meeting of April 28, 2026, and found the terms and conditions acceptable; and NOW, THEREFORE, BE IT RESOLVED that the Common Council hereby approves the First Right of Refusal between the City of River Falls and Decentralized Foods, LLC and authorizes the City Administrator to finalize the necessary terms and agreements on behalf of the City. Dated this 28th day of April, 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk  M EMORANDUM T O: Mayor Page and City Council F ROM: Amy White, Community Services Director/City Clerk DAT E: April 28, 2026 T ITLE: RESOLUTION APPROVING COMMUNITY ARTS BASE – MUSIC IN THE PARK REQUEST FOR NOISE CONTROL EXEMPTION FOR SPECIAL EVENT RECOMMENDED ACTION Approve the r esolution for Community Arts Base (CAB) – Music in the Park request for noise control exemption for special event. BACKG ROUND The City Council adopted a Special Event Policy on March 24, 2026. The policy specifies that Council approval is required for any ordinance exceptions. DI SCUSSION CAB submitted an application to expand the Music in the Park event, scheduled for June 11, 2026, from 5:00 p.m. to 9:30 p.m., at Heritage Park. The concert will take place from 7 p.m. to 9 p.m. The proposed event will include a small stage with a tent for the performer, additional garbage receptacles, and a portable restroom, all to be provided by CAB. Temporary electrical service will also be arranged, with associated costs billed to CAB. The application has been reviewed by staff and approved. Lo ud and Unnecessary Noise Prohibited Exemption Request This event involves a request by CAB to grant an exemption to Section 8.28.020 of the Municipal Code: Loud and Unnecessary Noise Prohibited. CO NCLUSION Consider the resolutions related to CABs request for an exemption to the noise ordinance. RESOLUTION NO. RESOLUTION APPROVING COMMUNITY ARTS BASE – MUSIC IN THE PARK REQUEST FOR NOISE CONTROL EXEMPTION FOR SPECIAL EVENT WHEREAS, the Community Arts Base intends to hold the following events: Music in the Park on June 11, 2026; and WHEREAS, the Community Arts Base is requesting an exemption to Section 8.28.020 of the Municipal Code to allow the use of loudspeaker and amplified sound in Heritage Park during the events; and NOW, THEREFORE, BE IT RESOLVED the Common Council of the City of River Falls hereby approves the request for the exemption to the noise control ordinance for the following events: Music in the Park on June 11, 2026 as outlined in the special event application Dated this 28th day of April, 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk City of River SPECIAL EVENT APPLICATION 3UDULH'ULYH River Falls, WI 54022 715-425-0909 SROLFH@rfcity.org Applicant Information Name: E-mail: Organization: Address: (Street / PO Box, City, State, Zip Code) Event Information Private? (YHQW/RFDWLRQ Proposed Start Time: Proposed End Time: Dateof Event Take'own: Number of Staff Working: If yes, provide amounts: Event Title: Date of Event: Estimated Number of Attendees: Date of Event Setup: Is the event: Public? Will admission fees be required? %ULHI'HVFULSWLRQRI(YHQW Event Marketing (Please describe how the event will be marketed): Yes No Yes No Yes No Yes No Yes No Yes No Will alcohol be served/sold" Will food be served/sold? Will items or services be sold? Will there be fireworkV? Is this a run/walk/bike evenW" Is this a block party? ,VWKLVDSDUDGH" Proof of insurance and affidavit of applicant attached? Yes No If yes, see Appendix A If yes, see Appendix B If yes, see Appendix B ,f yes, see Appendix C If yes, fill out first page and Appendix D ,f yes, fill out first page and Appendix E ,I\HVILOORXWILUVWSDJHDQG$SSHQGL[) Needed if filling out A, B, or C. See Appendix *. 3KRQH Page 1 <HV 1R Craig Hofland isit2b@gmail.com CAB - Music in the Park MIP - Thursday show Heritage Park June 11th 5pm 300 9:30pm The day of day of ✔ 4 No Requesting our Music in the Park 2026 - Charlie Parr music show be held in Heritage Park. CAB - Music in the Park - social media and website coordinate with the chamber of commerce. ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Site Plan Please attach a supplemental document or draw the following information below: An outline of the entire event area The location of fencing, barriers and/or barricades. Indicate any removable fencing for emergency access The provision of minimum twenty-foot (20’) emergency access lanes to and/or through the event venue The location of first aid facilities The location of all stages, platforms, scaffolding, bleachers, grandstands, canopies, tents, portable toilets, booths, beer gardens, cooking areas, trash containers and dumpsters, and other temporary structures A detail or close-up of the food booth/truck configurations and identification of all vendors cooking with flammable gases or barbecue grills Generator locations and/or sources of electricity Placement of vehicles and/or trailers Exit locations of outdoor events that are fences and/or locations within tents and tent structures Identification of all event components that meet accessibility standards Other related event components not listed above (e.g. parking). Drawing (or attach supplement): Page 2 ✔ ✔ ✔ ✔ ✔ Security Plan Have you hired a licensed professional security company for the event? Yes No Name: E-mail: Organization: Phone: Address: (Street / PO Box, City, State, Zip Code) 'escribe your security plan including crowd control, internal security or venue safety. Will street closing be required? Yes No If yes, please describe below. Sanitation/Recycling Are there onsite restrooms? Yes No Details on number of stools/urinals for both men and women, as well as number of sinks. Yes No Phone: Will portable toilets be required?  Name of provider: Number of regular and ADA accessible: Number of trash cans: Dumpsters: Recycling Containers: Page 3 ✔ River Falls Community Arts Base - Music in the Park will be onsite throughout the timeframe. ✔ ✔ ✔ TBD 2-3 2-3 Entertainment and Related Activities Yes No Are there any musical entertainment features related to your event? If yes, describe below. Include number of stages, number of bands/performers (including band name and music type), scheduled playing times, etc. Details: Yes No Will sound amplification be used? Yes No Will your event include the use of any signs, banners, decoration, or special lighting? If yes, please describe. Details: Other City Services Requested All requests for City assistance in the form of equipment, facilities, personnel, and other assistance shall be on a case-by-case basis. Do you need additional electricity? Yes No Do you need barricades, traffic cones, of fencing? Yes No Do you need picnic tables? Yes No Will you be using a City owned shelter or building? Yes No Would you like to request anything else from the City? Yes No If yes to any of the above questions, please describe what you are requesting from the City. Page 4 ✔ We would like to have Music in the Park in Heritage park for a bigger named band, Charlie Parr. We would provide a small stage with a tent for the performer. The concert will be held from 7–9 p.m. We are looking for 1-2 food trucks as well. ✔ ✔ The Music in the Park committee wishes to be in the same location as the bands play for River Falls Day, and Bacon Bash, just a much smaller scale. We will provide the stage, tent, garbage receptacles, a port-a-potty, and all clean up. We would request electricity from the city for the few hours of the show. It would be great if the food trucks could have power too. No alcohol will be sold or permitted. ✔ ✔ ✔ ✔ ✔ We would need power from 6-10 pm.  M EMORANDUM T O: Mayor Page and City Council F ROM: Amy White, Community Services Director/City Clerk DAT E: April 28, 2026 T ITLE: RESOLUTION APPROVING INDIVISIBLE RIVER FALLS REQUEST FOR NOISE CONTROL EXEMPTION FOR SPECIAL EVENT RECOMMENDED ACTION Approve the resolution for Indivisible River Falls request for noise control exemption for special event. BACKG ROUND The City Council adopted a Special Event Policy on March 24, 2026. The policy specifies that Council approval is required for any ordinance exceptions. DI SCUSSION Indivisible River Falls submitted an application to hold a rally in Veteran’s Park on May 1, 2026 from 3 p.m. to 5 p.m. that will include a band performance. The band will use the band shell with amplification. Temporary electrical service will also be arranged, with associated costs billed to Indivisible River Falls. The application has been reviewed by staff and approved. Lo ud and Unnecessary Noise Prohibited Exemption Request This event involves a request by Indivisible River Falls to grant an exemption to Section 8.28.020 of the Municipal Code: Loud and Unnecessary Noise Prohibited. CO NCLUSION Consider the resolution related to Indivisible River Falls’ request for an exemption to the noise ordinance. RESOLUTION NO. RESOLUTION APPROVING INDIVISIBLE RIVER FALLS REQUEST FOR NOISE CONTROL EXEMPTION FOR SPECIAL EVENT WHEREAS, Indivisible River Falls intends to hold the following events: Rally in Veteran’s Park on May 1, 2026; and WHEREAS, Indivisible River Falls is requesting an exemption to Section 8.28.020 of the Municipal Code to allow the use of loudspeaker and amplified sound in Veteran’s Park during the events; and NOW, THEREFORE, BE IT RESOLVED the Common Council of the City of River Falls hereby approves the request for the exemption to the noise control ordinance for the following events: Rally in Veteran’s Park on May 1, 2026 as outlined in the special event application Dated this 28th day of April, 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk City of River SPECIAL EVENT APPLICATION /HZLV6W River Falls, WI 54022 715-425-09 VSHFLDOHYHQWV@rfcity.org Applicant Information Name: E-mail: Organization: Address: (Street / PO Box, City, State, Zip Code) Event Information Private? (YHQW/RFDWLRQ Proposed Start Time: Proposed End Time: Dateof Event Take'own: Number of Staff Working: If yes, provide amounts: Event Title: Date of Event: Estimated Number of Attendees: Date of Event Setup: Is the event: Public? Will admission fees be required? %ULHI'HVFULSWLRQRI(YHQW Event Marketing (Please describe how the event will be marketed): Yes No Yes No Yes No Yes No Yes No Yes No Will alcohol be served/sold" Will food be served/sold? Will items or services be sold? Will there be fireworkV? Is this a run/walk/bike evenW" Is this a block party? ,VWKLVDSDUDGH" Proof of insurance and affidavit of applicant attached? Yes No If yes, see Appendix A If yes, see Appendix B If yes, see Appendix B ,f yes, see Appendix C If yes, fill out first page and Appendix D ,f yes, fill out first page and Appendix E ,I\HVILOORXWILUVWSDJHDQG$SSHQGL[) Needed if filling out A, B, or C. See Appendix *. 3KRQH Page 1 <HV 1R Nancy Sander nncysn@gmail.com Indivisible River Falls 2624885247 2805 Meadows Dr River Falls, WI 54022 Rally Veteran's Park 5/1/26 3PM 100 5PM 5/1 ✔ 10 no music concert for about an hour. We will gather there Work of mouth ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Site Plan Please attach a supplemental document or draw the following information below: An outline of the entire event area The location of fencing, barriers and/or barricades. Indicate any removable fencing for emergency access The provision of minimum twenty-foot (20’) emergency access lanes to and/or through the event venue The location of first aid facilities The location of all stages, platforms, scaffolding, bleachers, grandstands, canopies, tents, portable toilets, booths, beer gardens, cooking areas, trash containers and dumpsters, and other temporary structures A detail or close-up of the food booth/truck configurations and identification of all vendors cooking with flammable gases or barbecue grills Generator locations and/or sources of electricity Placement of vehicles and/or trailers Exit locations of outdoor events that are fences and/or locations within tents and tent structures Identification of all event components that meet accessibility standards Other related event components not listed above (e.g. parking). Drawing (or attach supplement): Page 2 ✔ Security Plan Have you hired a licensed professional security company for the event? Yes No Name: E-mail: Organization: Phone: Address: (Street / PO Box, City, State, Zip Code) 'escribe your security plan including crowd control, internal security or venue safety. Will street closing be required? Yes No If yes, please describe below. Sanitation/Recycling Are there onsite restrooms? Yes No Details on number of stools/urinals for both men and women, as well as number of sinks. Yes No Phone: Will portable toilets be required?  Name of provider: Number of regular and ADA accessible: Number of trash cans: Dumpsters: Recycling Containers: Page 3 ✔ We have 12 people designated for security and saftey. They will have yellow vests. There will not be that many people. ✔ ✔ Any business on Main street has bathrooms! ✔ Entertainment and Related Activities Yes No Are there any musical entertainment features related to your event? If yes, describe below. Include number of stages, number of bands/performers (including band name and music type), scheduled playing times, etc. Details: Yes No Will sound amplification be used? Yes No Will your event include the use of any signs, banners, decoration, or special lighting? If yes, please describe. Details: Other City Services Requested All requests for City assistance in the form of equipment, facilities, personnel, and other assistance shall be on a case-by-case basis. Do you need additional electricity? Yes No Do you need barricades, traffic cones, of fencing? Yes No Do you need picnic tables? Yes No Will you be using a City owned shelter or building? Yes No Would you like to request anything else from the City? Yes No If yes to any of the above questions, please describe what you are requesting from the City. Page 4 ✔ We will have a very small band others will provide the music for one hour or so. ✔ ✔ We will have signs and banners. ✔ ✔ ✔ ✔ ✔ We need the electricity in the small band shell TURNED ON before the event on FRIDAY, May 1st. THANK YOU SO MUCH. MEMORANDUM TO: Mayor Page and City Council FROM: Amy White, Community Services Director/City Clerk DATE: April 28, 2026 TITLE: RESOLUTION APPROVING MUNICIPAL COURT MEMORANDUM OF UNDERSTANDING RECOMMENDED ACTION Adopt the resolution approving the Memorandum of Understanding (MOU) between the C ity of River Falls (City) and the River Falls Municipal Court (Municipal Court). BACKGROUND A Memorandum of Understanding (MOU) between the City and the Municipal Court has been drafted to formalize procedures and processes related to the administration of the Municipal Court. This agreement is necessary to ensure compliance with Chapter 755 of t he Wisconsin Statutes, which grants the Municipal Judge authority over staffing of the Court office. The MOU provides guidance to both parties on hiring decisions, employee leave, and other routine operational matters. A draft of the MOU is attached to thi s memorandum and is proposed to be effective upon approval through April 30, 2030, coinciding with the end of the Judge’s four -year term. The MOU recognizes the Municipal Judge’s role, in coordination with the City’s Human Resources Department, in representing the Court , as a department of the City, on all human resources - related matters and incorporates the City’s personnel policy handbook. Court staff will be directly supervised by the Judge in matters related to municipal court functions, while remaining under the general supervision of the City Cl erk for day -to-day administrative activities. The Judge, in coordination with the City Clerk, will oversee employee discipline, work schedules, and assigned responsibilities. In instances where concerns arise regarding staff performance of court -related duties, the City Clerk will consult with the Judge. The agreement also establishes staffing for the Court office at 1.0 full-time equivalent (FTE), with the option to allocate up to an additional 0.5 FTE from other departments, as needed CONCLUSION Approval of the resolution adopting the Memorandum of Understanding between the City of River Falls and the River Falls Municipal Court is recommended. 9 RESOLUTION NO. RESOLUTION APPROVING MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF RIVER FALLS AND RIVER FALLS MUNICIPAL COURT WHEREAS, the River Falls Municipal Court operates under the powers of the Common Council of the City of River Falls contained in Chapter 2.24 of the local ordinances pursuant to Ch. 755 of the Wisconsin Statutes; and WHEREAS, the City of River Falls and the River Falls Municipal Court desire to enter into an agreement to outline the processes and procedures between the City and the Municipal Court ; and WHEREAS, the Municipal Court has reviewed said Memorandum of Understanding and recommends approval of the same; NOW, THEREFORE, BE IT RESOLVED that the Common Council of the City of River Falls hereby approves the Memorandum of Understanding between the City of River Falls and the River Falls Municipal Court. Dated this 28th day of April, 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF RIVER FALLS AND THE MUNICIPAL COURT FOR THE CITY OF RIVER FALLS This memorandum of understanding (hereinafter MOU) is entered into as of the 1st day of May 2026, by and between the City of River Falls, (hereinafter City) and the Municipal Court for the City of River Falls (hereinafter Court). WITNESSETH THAT: WHEREAS, the Common Council of the City of River Falls has established the Court in Chapter 2.24 of the local ordinances pursuant to Section 755.01 and Ch. 755, Wis. Stats.; and WHEREAS, the City and Court are desirous of establishing appropriate arrangements for the operation of the Court under the terms and conditions contained in this agreement; and WHEREAS, it is deemed to be in the mutual best interests of the City and Court to incorporate their agreement into this MOU. NOW THEREFORE, the City and Judge agree as follows: 1. Pursuant to Section 755.02, Wis. Stats., the Court shall be maintained at the expense of the municipality, and the governing body shall determine the amount budgeted for court maintenance and operations. The budget of the Court shall be itemized as a separate department in the City’s General Fund. 2. The salary of the Municipal Judge may be raised by Common Council before the start of the second or a subsequent year of service of the term on the J udge per 755.04 Wis. Stats. Such salary will be included in the budgeted expenses of the Court. 3. The Court office hours will coincide with the hours of City Hall in so far as possible. 4. The City will provide the J udge with an office or appropriate work space other than sites prohibited in 755.09(2) Wis. Stats. The City shall provide funding for M unicipal Court Clerks and Judges to participate in a program of continuing education as required by the Supreme Court. 5. The City shall authorize at least 1.0 FTE municipal court clerk whose salary shall be determine by the Judge, according to the City’s pay plan, and approved by City Council. 6. The City will provide additional support staff equivalent up to 0.5 FTE as necessary to operate an efficient court. This position will be designated as Deputy Clerk of Court when acting in Court capacity. This position will also be offered training at the yearly Clerk of Court seminars. 7. Whenever, a vacancy for Clerk of Court occurs, the City shall coordinate the hiring process with the Judge who shall participate and have final approval of the hiring of the Clerk of Court. Parties understand that employees will perform work for the Court under the direct supervision of the Judge, and the general supervision of the City Clerk in order to coordinate activities and duties of the Court and for the City. Discipline, hours of employment, and work responsibilities of court personnel shall be directed by the Judge in concurrence with the City Clerk. Whenever concerns arise with the performance of court duties by staff, the City Clerk shall confer with the Judge. The Judge, through the City’s Human Resources Department, will represent the Court in all human resource- related issues including, but not limited to, employee benefits, maintaining and enforcing the employee policy handbook, maintaining official personnel records, grievances, termination, risk management, training, and safety of employees. 8. The Municipal Clerk shall collect all forfeitures, taxable costs and assessments in any action or proceeding before the Municipal Judge and shall pay over such moneys to the City Treasurer daily. 9. The City shall appoint an attorney licensed in Wisconsin as the Prosecutor for the Court. 10. The MOU shall terminate on April 30, 20 30. Provided, however, that either party may terminate this MOU effective December 31 of any calendar year before 20 30 by giving written notice of termination to be received by October 1 of the year of termination. Such notice shall be sent to the Judge if termination is by the City, or to the City Administrator if termination is by the Judge. MUNICIPAL COURT CITY OF RIVER FALLS By______________________________________________ By________________________________________________ Daniel Gorman, Municipal Judge Scot Simpson, City Administrator Dated:_________________________________________ Dated:_________________________________________ Attest________________________________________________ Amy White, City Clerk Dated:_________________________________________ 10 MEMORANDUM TO: Mayor Page and City Council FROM: Kevin Westhuis, Utility Director DATE: April 28, 2026 TITLE: RESOLUTION APPROVING PURCHASE APPROVAL OF A TELEHANDLER FORKLIFT _____________________________________________________________________ RECOMMENDED ACTION Approve a resolution to award and authorize the purchase of a 2026 Gehl TH5-19 telehandler and accessories from Northland Farm Systems, through a cooperative purchasing contract with Sourcewell, in the amount of $65,500, and authorize the City Administrator to execute all necessary documents related to the purchase. BACKGROUND The City of River Falls currently owns a 2009 Mustang telehandler that is used by multiple departments for loading equipment and materials across various construction projects. This equipment is primarily operated outdoors to lift heavy loads on City properties and project sites. It is capable of working on uneven surfaces and can be equipped with a variety of attachments to support different tasks. DISCUSSION The City of River Falls purchased the 2009 Mustang telehandler as used equipment in October 2017. Over time, the unit has required multiple mechanical repairs during its service with the City. The telehandler is primarily used outdoors for a wide range of projects, including loading and unloading conduit, transformers, water mains, manholes, and cable reels at the City’s cold storage facility. It is also utilized on both large and small construction sites for material delivery and installation of heavy equipment. This equipment is shared among multiple departments and plays an important role in supporting project needs throughout the City. The proposed purchase includes trading in the existing 2009 Mustang telehandler, along with its pallet forks, toward the acquisition of a new unit. Staff recommend the purchase of a Gehl TH5-19 telehandler from Northland Farm Systems in Owatonna, Minnesota. The City has an established relationship with this vendor and regularly sources replacement parts for other equipment through them. Memorandum to Mayor Page and City Council April 28, 2026 Page 2 FINANCIAL CONSIDERATIONS The quote from Northland Farm Systems includes a 2026 Gehl TH5-19 Construction Telehandler, rotating pallet forks, and a trade- in allowance of $20,000 for the existing equipment, resulting in a total purchase price of $65,500. The 2026 Capital Improvement Plan (CIP) includes a budget of $70,000 for the replacement of a telehandler, placing this purchase under the approved budget. ng Rotation CONCLUSION The Utility Advisory Board approved a resolution at their April 21st meeting and recommends the River Falls Common Council to authorize the purchase of a 2026 Gehl TH5- 19 Construction Telehandler from Northland Farm Systems in the amount of $65,500 and authorize the City Administrator to enter into an agreement for the same. Enc: Northland Farm Systems Quote Sources Amount Uses Amount Fund Balance Capital Equipment $16,375 Northland Farm Systems $65,500 Electric Utility $16,375 Water Utility $16,375 Stormwater Utility $16,375 Total Sources $65,500 Total Uses $65,500 RESOLUTION NO. RESOLUTION APPROVINGING PURCHASE APPROVAL OF A TELEHANDLER FORKLIFT WHEREAS, the City of River Falls Utility Advisory Board recommends that the River Falls Common Council approve the purchase of a replacement for the 2009 Mustang telehandler; and WHEREAS, a quote was obtained through a cooperative purchasing contract with Sourcewell; and WHEREAS, the 2026 Capital Improvement Plan includes $70,000 for the replacement of a telehandler; and WHEREAS, Northland Farm Systems has submitted a quote in the amount of $65,500; and WHEREAS, Electric Department staff have reviewed the quote and find it acceptable; and NOW, THEREFORE, BE IT RESOLVED th at the River Falls Common Council to authorize the purchase of a 2026 Gehl TH5-19 Construction Telehandler from Northland Farm Systems in the amount of $65,500 and authorize the City Administrator to enter into an agreement for the same. Dated this 28 th day of April 2026. __________________________ Alison H. Page, Mayor ATTEST: ________________________________ Amy White, City Clerk SHtPTO rthland Farm Systems CONSilfüCTION, TURF, & AG EQUIPMENT CITY OF RIVER FALLS ATTN: DAVID H. 950 BENSON ST River Falls, WI 54022 CUSTPO 1 SHIP ,QUT WIII Call Northland Farm Systems 2250 Austin Rd. Owatonna, MN 55060 (507) 451-3131 BtLL TO (#248.0201 ) CITY OF RIVER FALLS ATTN: DAVID H. 950 BENSON ST River Falls, WI 54022 DROPSHIP No # PART DESCRJP'l'ION QTY Quote 9644 CREATED 02/24/2026 VALID UNTIL 03/31/2026 SALESPERSON KEVIN RIENTS Thank you far your Business! RATE 0ISC NET EXT TH5-19· (MANITODLR) Gehl TH5-19 1.00 85,500.00 85,500.00 85,500.00 With cab, heat, air conditioning, auxilliary hydraulics, LEO front and rear work lights, rotating beacon, air suspension seat,engine preheater, skidloader quick attach List Price $111323.00 Munici pal Pricing $78600.00 HLA Palle! Forks 5500Ib 48" Rotating $6900 2 Trade-ln (OWT) Mustang 519 with pallet forks COMMEWTS ACCEPTANCE: DRA.lLS -1.00 20,000.00 20,000.00 -20,000.00 DATE AMT I SUBTOTAL 65,500.00 TOTAL 65,500.00 -----+------------; PAYMENTS 1 0.00 BALANCE DUE 65,500.00 DATE: ltems returned within 30 days of purchase with original invoice are subject to a 30% restocking fee. Special arder items are only returnable with factory "ok", plus a 30% restocking fee and return freight. Special arder items not picked up after 30 days will be placed back in inventory, a 30% restocking fee and inbound shipping are charged. No returns on electrical parts. Signers warrant authority to execute this sales order on behalf of customer. GENERATED 2/24/2026 AT 4:56:19 PM BY KEVIN RIENTS I CREATED 02/24/2026 03:56:10 PM 1 of 1 11 MEMORANDUM TO: Mayor Page and City Council FROM: Erica Ellefson, Public Works Manager DATE: April 28, 2026 TITLE: RESOLUTION APPROVING CONTRACT FOR PAVEMENT MARKING RECOMMENDED ACTION Adopt a resolution awarding the contract for 2026 pavement marking to Fahrner Asphalt Sealers, LLC (Fahrner) for $63,763. BACKGROUND The City of River Falls contracts for pavement markings, mostly on arterial streets, that includes centerlines, fog lines, turn lanes, stop bars, and crosswalks within corporate limits. DISCUSSION The City has identified a need to contract for pavement markings on some streets within the City due to high traffic volumes that pose staff safety concerns . The 2026 pavement marking plan includes the streets below: 1. Radio Road from Paulson Road to Powell Avenue 2. Powell Avenue/County Trunk Highway (CTH) U from Radio Road to CTH M 3. Main Street from the pavement change South of State Trunk Highway (STH) 35 to Cemetery Road. 4. Quarry Road from North Quarry Court to St. Croix Street 5. Second Street from Division Street to Cascade Avenue 6. East Maple Street from Second Street to Main Street 7. East Walnut Street from Second Street crossing Main Street to Riverwalk Alley 8. East Division Street from Main Street to Meadows Drive (alternate There are only two contractors who perform this type of service in the River Falls area; one is Fahrner and the other is Century Fence. Staff contacted both contractors and received one proposal back from Fahrner. The City contracted for pavement marking with Fahrner in 2025 and is pleased with their communication and workmanship. In previous years, the City contracted with Sir-Lines-Alot who no longer services the River Falls area and Twin City Striping, who are no longer in business. Memorandum to Mayor and City Council April 28, 2026 Page 2 FINANCIAL CONSIDERATION Attached is the submitted proposal and location maps. The total cost to complete the pavement marking is $63,763, which includes the base proposal for Main Street and long line painting in addition to the alternate for East Division Street. CONCLUSION Staff recommend City Council award the 2026 contract for pavement marking to Fahrner Asphalt Sealers, LLC for $63,763 and authorize the City Administrator to enter into a contract for services. Sources Amount Uses Amount Streets Maintenance $54,794 Fahrner Asphalt Sealers, LLC. $63,763 Street Lighting/Traffic Lights $8,969 Total Sources $63,763 Total Uses $63,763 RESOLUTION NO. RESOLUTION RECOMMENDING APPROVAL OF 2026 PAVEMENT MARKING CONTRACT WHEREAS, the City of River Falls solicited quotes for the 2026 pavement marking plan; and WHEREAS, The City of River Falls received one (1) quote on April 3, 2026; and WHEREAS, Fahrner Asphalt Sealers, LLC submitted the only quote; and NOW, THEREFORE, BE IT RESOLVED that the River Falls Common Council award the 2026 pavement marking contract to Fahrner Asphalt Sealers, LLC and authorize the City Administrator to enter into an agreement for the same. Dated this 28th day of April 2026 __________________________ Alison H. Page, Mayor ATTEST: ________________________________ Amy White, City Clerk PROPOSAL / CONTRACT Job. No. Date: April 03, 2026 Contact Name: Adam Martinson Contract Price T.B.D. PURCHASER: CITY OF RIVER FALLS ADDRESS: 222 LEWIS STREET RIVER FALLS, WI 54022 TELEPHONE: DESCRIPTION OF PROPERTY: 2026 Long Line 222 Lewis St River Falls, WI 54022 1. FAHRNER Asphalt Sealers, L.L.C. (CONTRACTOR) and PURCHASER agree that, CONTRACTOR shall furnish the labor and materials to complete certain construction in accordance with the following specifications: The area included with this bid is shown on the map provided by Adam Martinson Main St Long Line (From Pavement Change by Aldi to W Cemetery Rd): Re-Stripe 6" Centerline= 23,000 LF Re-Stripe 6" Fog Line= 22,000 LF Re-Stripe 8" Turn Lane= 900 LF ***Total: $16,760 Proposed Long Line: Re-Stripe 6" Centerline= 28,125 LF Re-Stripe 6" Fog Line = 31,260 LF Re-Stripe 8" Turn Lane= 100 LF **Total: $23,794.00 Alt Long Line: Re-Stripe 6" Centerline= 18,000 LF Re-Stripe 6" Fog Line= 17,600 LF ***Total= $14,240.00 All Handwork including crosswalks and stop bars from Pavement Change by Aldi to W Cemetery Rd, along Main Street. Handwork: $8,969.00 This proposal may be withdrawn if not accepted and received by CONTRACTOR within 2026 days of the date above and/ or at any time before performance of the work hereunder upon CONTRACTOR'S determination that the PURCHASER is not creditworthy. 2. If proposal is accepted please sign, retain one copy and forward a copy to our office. 3. The undersigned ("PURCHASER") agrees to pay CONTRACTOR the total price of T.B.D. and/or the unit prices specified above for the labor and materials specified above which payment shall be due upon completion of each stage of work. PURCHASER acknowledges that the specifications, conditions and price quotes specified above are satisfactory and hereby accepted. By my signature herein, I authorize CONTRACTOR to review personal OR business Credit Reports to evaluate financial readiness to pay amounts set forth in this Proposal/Contract. Acceptance of this Proposal includes acceptance of all the terms and conditions on back. CONTRACTOR: Fahrner Asphalt Sealers, LLC:414-588-4517 lucas.gallett@fahrnerasphalt.com Lucas Gallett (PRINT OR TYPE NAME) By: (CONTRACTOR REPRESENTATIVE) Date: April 03, 2026 PURCHASER: I have read and understand the terms and conditions on both sides of this contract. (PRINT OR TYPE NAME) By: (PURCHASER AUTHORIZED REPRESENTATIVE) Date of acceptance: Page 2 of 2 TERMS AND CONDITIONS NOTICE OF LIEN RIGHTS AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAWS, CONTRACTOR HEREBY NOTIFIES OWNER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON OWNER’S LAND MAY HAVE LIEN RIGHTS ON OWNER’S LAND AND BUILDING IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO THE UNDERSIGNED CONTRACTOR, ARE THOSE WHO CONTRACT DIRECTLY WITH THE OWNER OR THOSE WHO GIVE THE OWNER NOTICE WITHIN SIXTY (60) DAYS AFTER THEY FIRST FURNISH LABOR OR MAT ERIALS FOR THE CONSTRUCTION. ACCORDINGLY, OWNER PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER, IF ANY. CONTRACTOR AGREES TO COOPERATE WITH THE OWNER AND THE OWNER’S LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMS ARE DULY PAID. ACCEPTANCE OF WORK All labor and material is conclusively accepted as satisfactory unless excepted to in writing within seven (7) days of perfor mance. EXTRA WORK All alterations or deviations from any of the terms of this contract shall be in writing and executed by the parties hereto. Any extra cost involved therein will become an extra charge to be paid by PURCHASER over and above the contract price. PURCHASER’S RESPONSIBILITIES PURCHASER acknowledges and understands that it shall be responsible for obtaining any and all permits which may be required i n connection with performance of this Proposal/Contract. Where applicable, PURCHASER shall also be respon sible for backfilling areas that border along the newly paved surface with appropriate material to eliminate potential cracking and uneven surface at the edge of the paved surface and for installing, replacing, maintaining and repairing shoulders. PURCHASER assumes all liability for any damages done to underground utilities and/or structures unless CONTRACTOR has been notified, upon accep tance of this Proposal, as to the specific location and depth of any such buried utility/structures. Unless exempt, in accepting this Proposal/Contract, PURCHASER acknowledges that it shall comply with the requirements of all applicable federal , state, and local employment laws, executive orders, codes and regulations (the “Requirements”) effective where the work and/or services are being performed including, but not limited to, 41 CFR §§ 60 -1.4(a)(1)-(8), 60-1.4(b), 60-1.4(c) or their successors effective where this Proposal/Contract is performed. To the extent required by law, all provisions of the Requirements are hereb y incorporated into and made a part of this Agreement and any applicable agreements of C ONTRACTOR. To the extent applicable, the Requirements include, but are not limited to, (1) prohibition of discrimination because of protected veteran status, disabili ty, race, color, religion, sex, sexual orientation, gender identity, national origin and because o f inquiry or discussion about or disclosure of compensation, (2) affirmative action to employ and advance in employment individuals without regard to race, sex, disability, or protected veteran status, (3) compliance with the Employee Notice cla use contained in 29 C.F.R. part 471, Appendix A to Subpart A, or its successors, (4) compliance with the EEO -1 and VETS -4212 reports filing requirements in 41 C.F.R. §§ 60 -1.7 and 41 C.F.R. §61 -300.10, or their successors, (5) compliance with paycheck transparency ob ligations of 48 C.F.R. § 22.2005, including the contract clause found at 48 C.F.R. § 52.222 -60, which is incorporated by reference as if fully set forth herein, (6) other affirmative action in employment, ( 7) required/certified payrolls, ( 8) social securit y acts, ( 9) unemployment compensation acts, ( 10) worker’s compensation acts, (1 1) equal employment opportunity acts and (1 2) the required contract provisions for Federal -Aid Construction Contracts, Form FHWA-1273, if applicable. When applicable, P URCHASER and CONTRACTOR shall abide by the requirements of 41 CFR 60 -300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. When applicable, P URCHASER and CONTRACTOR shall abide by the requirements of 41 CFR 60 -741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affir mative action covered by prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. INCLEMENT WEATHER Inclement weather may alter the completion of the work to be furnished hereunder. Furthermore, sp ecial consideration should be given if work is to be performed before May 1 or after October 15 in light of less than desirable weather conditions which could potentially impair the quality of th e work performed hereunder. WARRANTY All material is guaranteed to be as specified and all work is to be completed in a workmanlike manner according to standard p ractices. All labor and materials will be guaranteed against defect for one (1) year from date of installation. Due to Wisconsin winters and expansion and contraction of the ground, some cracking of the pavement may be experienced. There are no express or implied warranties of merchantability, quality, quantity or of fitness for any p articular purpose, which extend beyond those specifically set out in this document. All warranties are void if payment is not made as stipulated. DELINQUENCY CHARGE Payment is due and payable upon completion of each stage of the work. If PURCHASER defaults on the payment required, PURCHAS ER will be liable for all costs of collection, including reasonable attorney’s fees, and a delinquency charge on the balance at the maximum rates allowed by law . If PURCHASER is an organization as defined by Wis. Statutes, Section 421.301(28), the Delinquency Charge rate shall be 1.5% per month (18% APR) plus all costs of collection, including reasonable attorney’s fees. CONTRACTOR retains title to all merchandise covered by this Agreement until full payment is received according to the above terms of sale. PURCHASER consents in any action or legal proceeding relating to this Contract commenced by the CONTRACTOR to the personal jurisdiction of any c ourt that is either a court of record in the State of Wisconsin or a court of the United States located in the State of Wisconsin. It is hereby agreed that no legal action with respect to this contract may be brought by either party later than one (1) year after the cause of action accrues and that the party asserting such a legal action sh all be barred from any remedy thereto. INDIVIDUAL LIABILITY The undersigned PURCHASER agrees to be individually liable for all terms of the Agreement, regardless of whether he or she si gns individually or as an agent for the owner of the property upon which the work is being performed o r for any other individual, partnership or corporation. PRODUCT INFORMATION AND MAINTENANCE Since the asphalt in blacktop needs time to harden and cure, usually 6 -12 months, your asphalt pavement will remain soft and pliable during warm weather. During t his time, don’t park in the same spot every time and do not turn your steering wheel back and forth when your car is not moving. It is not unusual to experience some cracking over the winter due to the contraction and expansion of the ground, especially o ver culverts, pipes, electric wires, etc. Avoid gasoline and petroleum product spills as they will destroy your pavement. If spills do occur, immediately flush with lots of soapy water. If you decide to seal coat your pavement, wait until the summer fol lowing installation. BINDING EFFECT This Agreement shall be binding upon the parties hereto, their heirs, personal representatives, successors and assigns. ENTIRE AGREEMENT The entire contract is embodied in this writing. This writing constitutes the fi nal expression of the party’s agreement, and is a complete and exclusive statement of that agreement. 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CEDAR STREETS RECOMMENDED ACTION Adopt a Resolution Approving the General Development Plan for The Creamery at Cedar. BACKGROUND Matt and Stephanie Johnson are requesting approval of a Planned Unit Development (PUD) General Development Plan (GDP) for a mixed-use development known as The Creamery at Cedar. The project is located at the intersection of West Cedar Street and River Street, adjacent to the Kinnickinnic River trail and Depot/City Station apartments (see attachment A). The request is focused on approval of a non-traditional parki ng plan that utilizes a combination of limited on- site parking, on-street parking, nearby public lots, and shared private parking agreements. A PUD GDP request is for approval of a conceptual plan of the project, including land uses, layout, access, and overall design. Approval of the GDP establishes the basic right of use for the site but requires that a future Specific Implementation Plan (SIP) remain consistent with the approved concept. PROJECT DESCRIPTION The Creamery at Cedar is a three-story, mixed-use riverfront development designed by Studio EA and Auth Consulting (see attachments B-D). The project includes: x A brewery/taproom and small restaurant on the first floor x An event space on the second floor x Four short-term rental apartments on the third floor x An outdoor deck overlooking the Kinnickinnic River The main purpose of this PUD request is to allow for a flexible parking approach. Instead of meeting all parking requirements on-site, the applicant proposes to use nearby parking resources (see attachment E). Staff supports this concep t in principle, as it aligns with downtown development goals, but will require that all parking sources be clearly identified and secured prior to SIP approval. Memorandum to Mayor and City Council April 28, 2026 Page 2 2 Zoning Conformance The subject property is zoned B-1 General Commercial District with a downtown transitional zone overlay. This district is intended to support a mix of commercial, residential, and entertainment uses in a walkable environment. The proposed uses, including restaurant, event space, and residential units, are consistent with the intent of downtown zoning. The use of a PUD is appropriate in this case because the applicant is requesting flexibility from standard parking requirements. Comprehensive Plan Conformance The Comprehensive Plan supports mixed-use development, downtown investment, and strong connections to the riverfront. Staff finds the Creamery at Cedar aligns with these goals by: x Creating a destination along the riverfront x Supporting local business and tourism x Enhancing connections between downtown and the trail system x Encouraging walkability and reduced reliance on vehicles The project also supports economic development and provides new opportunities for gathering, events, and short-term lodging. Access to Open Space The site is directly adjacent to the Kinnickinnic River and the existing trail system. The development will improve access to these amenities by providing direct connections to the trail and enhancing the riverfront experience. Outdoor seating, event space, and trail access all contribute to increased use of the river corridor. While open space is not required for this type of development, the project provides public benefits by improving access and usability of nearby natural areas. Access, Building Type, and Stormwater Access to the site will be provided from River Street and will feature a pedestrian connection from the trail. The building is proposed as a three-story structure with a footprint of approximately 5,800 square feet. Specific stormwater management details will be reviewed during the SIP phase to ensure compliance with City engineering standards, but it is requested as a part of this PUD to utilize and expand the existing stormwater facility on City property directly adjacent to the development. A long-term stormwater maintenance agreement would be adopted with the SIP if this were approved. Parking The primary request within this PUD is related to parking. The applicant is proposing to provide seven (7) on-site parking spaces, with the remaining required parking accommodated through a combination of: x Nearby public parking lots x On-street parking x Shared parking agreements with private properties The applicant has identified over 399 off-site park ing spaces within walking distance of the site. Even under peak event conditions, this supply exceeds the required parking provision. Staff finds this approach reasonable for a downtown location but recommends conditions to ensure long-term compliance. Prior to SIP approval, the applicant will be required to: Memorandum to Mayor and City Council April 28, 2026 Page 3 3 x Provide a detailed accounting of all parking spaces x Secure formal agreements for any shared private parking Additionally, if any shared parking agreements are terminated, staff is recommending that they must be replaced within 60 days. If replacement parking is not secured, occupancy of the building shall be reduced to match the available parking supply. Staff recommends on-street parking to be credited for no more than 30% of total required parking. Setbacks No major setback flexibility is requested as part of this GDP. Detailed site layout specifications will be reviewed during the SIP phase. Architecture and Site Design The proposed building design is of high quality and appropriate for a prominent downtown and riverfront location. The materials used are consistent with the guidance for downtown architecture per the Downtown Overlay District. The structur e is designed to engage both the street and riverfront, with features such as outdoor seati ng, event space, and pedestrian connections. The project emphasizes an active streetscape and strong visual connection to the river, which is consistent with City goals. CRITERIA FOR GDP APPROVAL The GDP is the first step in the PUD process that provides the conceptual layout of the project. A Specific Implementation Plan (SIP) will be prepared if the GDP is approved that will provide detailed civil, architectural, and stormwater plans. As a basis for determining the acceptability of a PUD application, the Plan Commission shall consider the criteria as listed in 17.72.070, Municipal Code, its consistency with the Comprehensive Plan and Official Map, and public benefits. These criteria, with staff analysis, are detailed as follows: 1. Community Benefits. The project provides a new destination in downtown River Falls, supports local business through partnerships with various local small businesses including Waystone Coffee and Mei Mei’s Cookies, and enhances access to the riverfront and trail system. It also brings new event space and lodging options to the community. 2. Character and Intensity of Land Use. a. Character. The development fits well within the downtown area and complements nearby uses; it is similar in character to The Garage Bikes and Brews across the street. b. Intensity. The project makes efficient use of a small site and supports a more walkable, urban environment. The flexible parking approach is the most “intense” part of this proposal and will be handled carefully to ensure that unsafe or nuisance conditions do not arise as a consequence of the parking plan. 3. Economic Feasibility and Impact. It is not anticipated that the PUD will adversely affect the economic prosperity of the City or the values of surrounding properties. 4. Engineering Design Standards. Detailed engineering specifications will be provided in the SIP phase of the approval process to ensure the project meets engineering and design standards per the municipal code. Preliminary staff review comments on the project have been acknowledged with modifications to the concept plan. 5. Preservation and Maintenance of Open Space. There is no existing designated open space being impacted by the requested development. 6. Consistency with Compr ehensive Plan and Official Map The proposal is consistent with the Comprehensive Plan’s goals for downtown development, economic growth, and riverfront activation. Memorandum to Mayor and City Council April 28, 2026 Page 4 4 NOTIFICATION A request for a Planned Unit Development General Development Plan requires a public hearing before the Plan Commission. Public notice had been provided in accordance with code requirements, including publication, mailed notices, and on-site signage. The applicant held a neighborhood meeting on March 30 th, 2026 at The Garage Bikes and Brews. The meeting was well attended with over 50 people. Residents largely expressed support for the project and had questions regarding construction noise and events, which the applicant answered. Staff has received two calls on the project, one seeking information and one in opposition citing parking and noise concerns. SUMMARY The Creamery at Cedar is a mixed-use riverfront development that includes a brewery, event space, and short-term rental units. The primary request is for approval of a non-traditional parking plan that utilizes off-site resources. The project supports downtown growth, enhances the riverfront, and aligns with the Comprehensive Plan. Conditions are recommended to ensure that adequate parking is maintained over time. Plan Commission held a public hearing at their meeting on April 8, 2026 and recommended adopting the enclosed resolution approving the General Development Plan (GDP) for the Creamery at Cedar. 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VWVDSSURYDOWRFRXQWRIIVLWHSDUNLQJ UHVRXUFHVWRZDUGWKHUHTXLUHGSDUNLQJVXSSO\FRQVLVWHQWZLWKWK H38'IUDPHZRUN    o 7KHVHGDWDDUHSURYLGHGRQ DQ$6,6EDVLVZLWKRXW ZDUUDQW\RIDQ\W\SH H[SUHVVHGRULPSOLHGLQFOXGLQJ EXWQRWOLPLWHGWRDQ\ZDUUDQW\ DVWRWKHLUSHUIRUPDQFH PHUFKDQWDELOLW\RUILWQHVVIRU DQ\SDUWLFXODUSXUSRVH 7KLVPDSLVQRWDVXEVWLWXWHIRUDFFXUDWHILHOGVXUYH\VRUIRUORFDWLQJDFWXDOSURSHUW\OLQHVDQGDQ\DGMDFHQWIHDWXUHV &UHDPHU\DW&HGDU:DONDELOLW\0DS 'DWH 3LHUFH&RXQW\:,  PUBLIC LIBRARY LOT 44 SPACES MOOSE LODGE LOT 50 SPACES PUBLIC PARKING LOT 10 SPACES CITY HALL LOT 95 SPACES W. PINE ST. LOT 25 SPACES JENSEN AUTOMOTIVE/ THE GARAGE LOT 16 SPACES PUBLIC PARKING LOT 38 SPACES PUBLIC PARKING LOT 46 SPACES LEGEND SITE SITE LOCATION 2-MINUTE WALK (500 FT.) 5-MINUTE WALK (1/4 MILE) ON-STREET PARKING (APPROX. 140 SPACES) OVER 399 OFF-SITE PARKING SPACES AVAILABLE WITHIN A 5-MINUTE WALK HERITAGE PARK LOT 75 SPACES RESOLUTION NO. RESOLUTION APPROVING THE PLANNED UNIT DEVELOPMENT (PUD) GENERAL DEVELOPMENT PLAN (GDP) FOR A MIXED-USE PROJECT (THE CREAMERY AT CEDAR) WHEREAS, Matt and Stephanie Johnson have submitted an application for a mixed-use development known as The Creamery at Cedar located at the intersection of West Cedar Street and River Street (PID 276010600100), and approval of a Planned Unit Development (PUD) General Development Plan (GDP) is required for the first phase of the PUD process; and WHEREAS, the applicant is requesting flexibility from standard parking requirements by proposing a non-traditional parking plan that utilizes a combination of on-site parking, on-street parking, public parking lots, and shared private parking agreements rather than providing all required parking on-site; and WHEREAS, the City is willing to grant the requested flexibility in exchange for the project’s contribution to downtown vitality, riverfront activation, trail connectivity, and support of Comprehensive Plan goals related to economic development, walkability, and efficient use of existing public parking infrastructure; and WHEREAS, the Plan Commission held a public hearing and reviewed the General Development Plan on April 8th, 2026, and found it to be acceptable and consistent with City plans for the area; NOW, THEREFORE, BE IT RESOLVED , that the City Council of the City of River Falls hereby approves the General Development Plan for The Creamery at Cedar mixed-use development subject to the following conditions: 1. The applicant shall provide a detailed descr iption of all required parking including number of and location of required spaces prior to approval of the Specific Implementation Plan (SIP), including identification of all on-site, public, and private parking sources. 2. Any shared or private parking agreements used to meet parking requirements shall be in- place or agreed upon through a recordable document prior to approval of the Specific Implementation Plan. 3. The Specific Implementation Plan shall be submitted within 12 months of approval per Section 17.72.040.Dof the Municipal Code. 4. The Specific Implementation Plan (SIP) shall be in substantial conformance with the approved General Development Plan (GDP) per Sec. 17.72.040.C.3. Dated this 28th day of April 2026. CITY OF RIVER FALLS Alison +Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION POLICE APPRECIATION WEEK May 10 – 16, 2026 WHEREAS, the police officers of River Falls have worked devotedly and unselfishly on behalf of the people of this community, regardless of peril or hazard to themselves; these officers have safeguarded the lives and property of all in River Falls; and by their service and their dedicated efforts, these men and women have earned the gratitude of the City of River Falls; and WHEREAS, in 1962, President John F. Kennedy was authorized by Congress to proclaim May 15 th of each year as “National Peace Officers Memorial Day” in honor of all peace officers who have been killed or disabled in the line of duty; and WHEREAS, the Presidential Proclamation also designated that each year the calendar week in which May 15 th occurs or precedes shall be proclaimed as “Police Appreciation Week” in recognition of the service given by the men and women who, day and night, stand guard in our communities, and proclaim May 15, 2025 as “Peace Officers Memorial Day. NOW, THEREFORE, I, Alison Page, Mayor of the City of River Falls do hereby proclaim the week of May 10-16, 2026 as “Police Appreciation Week” in the City of River Falls and encourage all citizens to observe the week with law enforcement officers, past and present, who, by their faithful and loyal devotion to their responsibilities, have rendered a dedicated service to their communities, and proclaim May 15, 2026 as “Peace Officers Memorial Day” in honor of those law enforcement officers who, through their courageous deeds, have made the ultimate sacrifice in service to their community or have become disabled in the performance of duty. Given under my hand and seal of the City of River Falls this 28th day of April, 2025. Alison H. Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION ECONOMIC DEVELOPMENT WEEK May 4-8, 2026 WHEREAS, economic developers promote economic well -being and quality of life for their communities by creating, retaining, and expanding jobs that facilitate growth, enhance wealth, and provide a stable tax base; and WHEREAS, economic developers stimulate and incubate entrepreneurism in order to help establish the next generation of new businesses; and WHEREAS, economic developers are engaged in a wide variety of settings, including rural and urban, local, state, provincial, and federal governments; public-private partnerships; chambers of commerce; universities; and a variety of other institutions; and WHEREAS, economic developers play a critical role in fostering vibrant communities and improving the quality of life in their regions; and NOW, THEREFORE, I, Mayor Alison Page, do hereby recognize the week of May 3-8, 2026, as Economic Development Week and further extend appreciation to our staff for their exemplary dedication to the community. Given under my hand and seal of the City of River Falls this 28th day of April 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION PROCLAMATION DESIGNATING MAY, AS “HISTORIC PRESERVATION MONTH” WHEREAS, historic preservation is an effective tool for managing growth and sustainable development, revitalizing neighborhoods, fostering local pride and maintaining community character while enhancing livability and; WHEREAS, it is important to celebrate the role of history in the River Falls community and the contributions made by dedicated individuals in helping to preserve the aspects of the heritage that has shaped the community and; WHEREAS, since 1973, the National Trust for Historic Preservation established May as Historic Preservation Month, as a way to promote historic places for the purpose of instilling community pride and encouraging heritage tourism; and WHEREAS, the Wisconsin Historical Society recognizes May as Historic Preservation Month and sponsors annual events around the state to instill awareness of historic assets in Wisconsin; and WHEREAS, the River Falls Historic Preservation Commission have continued to educate and preserve the communities’ historical assets including five properties in the community added to the National Register of Historic Places; and WHEREAS, Historic Preservation Month can bring awareness to the multiple properties in River Falls listed on the National Register of Historic Places, as well as continue to support the activities and information the Historic Preservation Commission contributes to the community; and NOW THEREFORE, I, Mayor Alison Page, do hereby proclaim that annually the month of May, as National Historic Preservation Month” in the City of River Falls, and I urge all citizens to celebrate this observance and to support efforts to preserve and observe the community’s many historic structures and stories in our community and in Wisconsin. Dated this 28th day of April 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION MAY 09, 2026 AS WORLD MIGRATORY BIRD DAY WHEREAS, migratory birds and their habitat are declining throughout Wisconsin and face a growing number of threats on their migration routes and in both their summer and winter homes; and WHEREAS, citizens enthusiastic about birds, informed about the threats they face, and empowered to help address those threats can directly contribute to maintaining healthy bird populations; and WHEREAS, since 1993, World Migratory Bird Day ( WMBD) has become a primary vehicle for focusing public attention on the nearly 140 species that travel between nesting habitats in the Kinnickinnic River Watershed and their wintering grounds in South and Central America. NOW THEREFORE , I, Mayor Alison Page, do hereby designate May 09, 2026, as World Migratory Bird Day in the City of River Falls, and urge all citizens to celebrate this observance and to support efforts to protect and conserve migratory birds and their habitats in our community and the world at large. Dated this 28th day of April 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION POPPY DAY WHEREAS, America is the land of freedom, preserved and protected willingly and freely by citizen soldiers; WHEREAS, Millions who have answered the call to arms have died on the field of battle; WHEREAS, A nation at peace must be reminded of the price of war and the debt owed to those who have died in war; WHEREAS, The red poppy has been designated as a symbol of sacrifice of lives in all wars; and WHEREAS, The American Legion Auxiliary, a community of volunteers serving veterans, military and their families, has pledged to remind America annually of this debt through the distribution of the memorial flower; THEREFORE, I, Alison Page, Mayor, of the City of River Falls, WI do hereby proclaim this 2 2th day of May 2026, as POPPY DAY and ask that all citizens pay tribute to those who have made the ultimate sacrifice in the name of freedom by wearing the Memorial Poppy on this day. Given under my hand and seal of the City of River Falls this 28th day of April 2026. Alison H. Page, Mayor ATTEST: Amy White, City Clerk PROCLAMATION 57t h ANNUAL PROFESSIONAL MUNICIPAL CLERKS WEEK May 3-9, 2026 W HEREAS, The Office of the Professional Municipal Clerk, a time honored and vital part of local government exists throughout the world, and W HEREAS, The Office of the Professional Municipal Clerk is the oldest among public servants, and W HEREAS, The Office of the Professional Municipal Clerk serve as the official record keepers of their respective municipalities and are tasked with ensuring transparency and communication between governing bodies they represent and the people they serve. W HEREAS, Professional Municipal Clerks have pledged to be ever mindful of their neutrality and impartiality, rendering equal service to all. W HEREAS, The Professional Municipal Clerk serves as the information center on functions of local government and community. W HEREAS, Professional Municipal Clerks continually strive to provide essential support in the administration of elections, and work to improve the administration of their responsibilities through partnership, collaboration and participation in education programs, seminars, workshops and conferences. W HEREAS, It is most appropriate that we recognize the accomplishments of the Office of the Professional Municipal Clerk. NO W, THEREFORE, I , Alison Page, Mayor of River Falls, do recognize the week of May 3 through 9, 2026, as Professional Municipal Clerks Week, and further extend appreciation to our Professional Municipal Clerk and to all Professional Municipal Clerks for the vital services they perform and their exemplary dedication to the communities they represent. G iven under my hand and seal of the City of River Falls this 28th day of April, 2026. Alison H. Page, Mayor AT TEST: Amy White, City Clerk 1Q26 Quarterly Data Review Allina Health EMS – River Falls Division 1Q26 Quarterly Data Review– Allina Health EMS River Falls Division 2 Mission, Vision, and Values 3Q25 4Q25 1Q26 911 569 585 580 Interfacility 419 390 348 FD/PD Standby 47 41 51 Mutual Aid 18 21 20 Special Events 17 21 3 TOTAL 1070 1058 1002 1Q26 Quarterly Data Review– Allina Health EMS River Falls Division 3 Incident Response Data Operations 911 Emergency, 580, 58% Interfacility, 348, 35% FD/PD Standby, 51, 5% Mutual Aid, 20, 2% Special Events, 3, 0% Incident Count By Call Type Total 911 Calls River Falls 364 Prescott 111 Town of River Falls 30 Town of Oak Grove 29 Town of Clifton 19 Town of Kinnickinnic 14 Town of Troy 11 Town of Pleasant Valley 2 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 4 Incident Response Data Operations Town of Clifton, 3% Town of Kinnickinnic, 3% Town of Oak Grove, 5% Town of Pleasant Valley, 0% Prescott, 19% River Falls, 63% Town of River Falls, 5% Town of Troy, 2% 911 Calls By Community 3Q25 4Q25 1Q26 Historical Average River Falls 6:06 6:16 5:57 6:04 Prescott 7:51 6:44 8:10 6:46 Town of Troy 8:34 9:33 8:38 10:13 Town of Kinnickinnic 9:44 12:13 12:36 10:50 Town of Pleasant Valley 13:15 9:17 13:09 Town of River Falls 10:00 8:57 11:01 9:36 Town of Clifton 8:36 11:32 10:01 10:40 Town of Oak Grove 12:12 13:31 13:09 12:14 7:09 6:30 7:23 7:11 1Q26 Quarterly Data Review– Allina Health EMS River Falls Division 5 Average Response Time Operations Response times measured from phone pick-up in communications center to ambulance arrival on scene 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 6 Response Reliability Operations 3Q25 4Q25 1Q26 River Falls 95.6% N=278 94.1% N=270 96.1% N=233 Prescott 84.8% N=66 84.8% N=79 79.1% N=67 Town of Troy 100% N=12 100% N=9 100% N=10 Town of Kinnickinnic 100% N=11 90.0% N=10 88.9% N=9 Town of Pleasant Valley 100% N=1 N=0 100% N=1 Town of River Falls 100% N=22 95.2% N=21 90.0% N=20 Town of Clifton 100% N=17 92.3% N=13 90.0% N=10 Town of Oak Grove 87.0% N=23 82.4% N=17 90.9% N=22 94.0% N=430 91.2% N=419 92.2% N=372 • Response reliability is measured as percentage of calls with response time under goal (< 10:59 in cities and < 17:59 in towns) • N = number of emergent 911 calls only (excludes routine responses) 32 31 24 22 22 23 11 17 24 22 16 20 19 17 24 9 21 31 29 0 5 10 15 20 25 30 35 Response Exceptions By Quarter 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 7 Staffing 21.02 21.2 1.62 1.62 22.8 16 18 20 22 24 26 28 Start of Quarter End of Quarter 100% Staffed FTE On Staff Benefit-Eligible FTE Casual FTE Optimal Staffing -1 -1 1 1 -2 -1 0 1 2 FT Paramedic Casual Paramedic FT EMT Casual EMT Quarterly Hire/Loss By Job/FTE Category Loss Hire 12 12 2 8 0 5 10 15 20 25 EMT Paramedic Employee Count By Job Classification/FTE Benefit-Eligible Casual 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 8 Operational Metrics Staffing 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% Staffed Coverage Level Level 3 (Or Greater) Level 2 Level 1 6 per. Mov. Avg. (Level 3 (Or Greater)) 6 per. Mov. Avg. (Level 1) Plan: Complete onboarding of two recent full-time hires and post/hire three additional FTEs in 2Q26 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 9 Operational Metrics Staffing 59.3% 57.1% 33.6% 41.4% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Optimal Staffing % 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 10 Mutual Aid Report Operations -25 -20 -15 -10 -5 0 5 10 15 20 Hastings Fire Ellsworth Area Ambulance Lakeview EMS Baldwin EMS Hastings Fire Ellsworth Area Ambulance Lakeview EMS Baldwin EMS Received By -3 -2 -20 -2 Requested By 17 1 2 0 Mutual Aid Received By Requested By Total Received: 27 Total Given: 20 Facility 911 Calls IF Calls (Destination) IF Calls (Origination) Total River Falls Area Hospital 197 3 152 352 United Hospital (St. Paul) 38 208 0 246 United Hospital – Hastings Regina Campus 41 4 196 241 Hudson Hospital 41 1 0 42 Abbott Northwestern Hospital (Minneapolis) 0 41 0 41 Regions Hospital (St. Paul) 25 6 0 31 Children’s Hospital – St. Paul 6 6 0 12 M Health Fairview Woodwinds Hospital (Woodbury) 2 1 0 3 Mayo Clinic Health System Red Wing 3 0 0 3 Children’s Hospital – Minneapolis 0 3 0 3 M Health Fairview St. John’s (Maplewood) 1 1 0 2 Mercy Hospital – Unity Campus (Fridley) 0 2 0 2 Mercy Hospital (Coon Rapids) 0 2 0 2 M Health Fairview Ridges (Burnsville) 0 2 0 2 Mayo Clinic Health System Eau Claire 0 1 0 1 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 11 Hospital Destination Information Operations Problem Type # Calls (1Q26) Falls 128 Sick Person 74 Fire Standby 50 Unconscious/Fainting 44 Interfacility Evaluation 41 Breathing Problem 32 Chest Pain 22 Psychiatric/Suicidal 21 Traffic Accident/Personal Injury Accident 21 Convulsions/Seizure 17 Hemorrhage/Lacerations 17 Stroke 17 Abdominal Pain/Problem 11 CO Alarm/Inhalation/HazMat 11 Medical Alarm 10 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 12 Runs By Problem Type (Top 15) Operations 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 13 Communications • The ‘delay’ in transferring the caller from the County Communication Center to Allina’s is quantified by the Phone Pickup to Queue and Queue to Assign times combined (approx. 50 seconds) • Benefits of this transfer: • Decreased workload on County Communication Center staff • Increased management of Allina Health EMS resources (system status management; overall decrease in response times as ambulances are better positioned between communities) • Delivery of EMD/pre-arrival instructions to 911 caller • Increased safety in response as sub- acute calls can be triaged into non- emergent responses • Increased information for ambulance crews and other first responders while enroute to calls 32 29 27 26 25 25 28 30 31 26 28 27 29 31 30 32 30 32 33 29 30 23 24 22 21 25 22 24 22 27 25 24 22 22 23 22 22 23 20 21 26 24 33 67 57 59 58 53 56 46 53 49 42 37 40 40 47 46 47 45 41 32 32 202 233 266 274 256 267 243 277 245 276 263 282 272 260 246 249 235 224 257 258 261 0 60 120 180 240 300 360 420Seconds Median Dispatch/Response Times Phone Pickup to Queue Queue to Assign Assign to Enroute Enroute To Arrival 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 14 Communications • Pre-arrival instructions are scripted guidance given by dispatchers on emergency calls to provide immediate, life-saving skills such as performing CPR, bleeding control, or preparing a scene for responder arrival • Allina Health EMS offers this service at no cost for all Pierce Co. 911 EMS calls • The data shown to the right are the total number of 911 calls Allina Health EMS has responded to in Pierce County by year and the percentage of those callers that were transferred to Allina’s Communication Center for pre- arrival instructions. 55.4% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% Pierce Co. Calls (within RF Service Area) w/ Pre- Arrival Instructions Administered By Allina 1Q26 Quarterly Data Review – Allina Health EMS River Falls Division 15 Community Outreach Special Event Coverage • NCAA Division III Women’s Ice Hockey Championship Coverage x 3 • Emergency Preparedness Training For Seniors at The Sycamore