Plan Commission Agenda Packet 9.8.2026

PLAN COMMISSION AGENDA – 9/8/2026 Mtg (Meets monthly on 2nd Tuesday of each month) Page 1 of 1 PLAN COMMISSION Agenda Tuesday, September 8, 2026–6:00 p.m. Government Center Room 270 Microsoft Teams Meeting ID: 242 357 537 319 10 Passcode: 4HF9nF3C Direct Link: Link to Meeting Or call in (audio only) 1-872-242-8028| Phone Conference ID: 221 288 157# MISSION STATEMENT: To guide and coordinate development including harbor related issues in accordance with existing and future needs. City Code 98-2. COMMITTEE MEMBERS: Jim Paine, Tylor Elm, Lindsey Graskey, Brian Finstad, Garner Moffat, Anne Porter, and Lynn Wohlwend 1 ROLL CALL 2 APPROVAL OF MINUTES 2.1 Plan Commission Minutes (August 24, 2026) 3 OLD BUSINESS 3.1 Review and Approve Designated Outdoor Refreshment Area Ordinance and Resolution 3.2 Review for Approval – Downtown Superior Design Guidelines 3.3 Discussion and consideration of the proposed design and framework for the City’s Community Land Trust Program 4 NEW BUSINESS 4.1 Resolution of the Plan Commission of the City of Superior, Wisconsin, Calling for Public Hearing on an Amendment to the Project Plan for Tax Incremental District Number Fourteen 4.2 Resolution of the Plan Commission of the City of Superior, Wisconsin, Calling for Public Hearing on an Amendment to the Project Plan for Tax Incremental District Number Eighteen 5 RECURRING BUSINESS 5.1 Planning & Development Director Report 5.2 Housing Coordinator Update 6 ADJOURNMENT Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. Meetings are recorded and published on the City of Superior website. Pursuant to the Americans with Disabilities Act of 1990, if you are in need of an accommodation to participate in the public meeting process, please call (715) 395-7200 by 4:30 p.m. on the day prior to the scheduled meeting date (OR dial 711 for Telecommunications Relay Service). The City will attempt to accommodate any request depending on the amount of notice received. In compliance with Wisconsin Open Meetings Law, this agenda was posted on 9/4/2026 at the following locations: Superior Government Center, Douglas County Courthouse, Superior Public Library, and online at https://www.ci.superior.wi.us/agendacenter. It was also emailed the Superior Telegram. PLAN COMMISSION MINUTES - 8/24/26 Mtg (Meets monthly on 2nd Tuesday of each month) Page 1 of 2 PLAN COMMISSION Minutes August 24, 2026 Regular Meeting The meeting was called to order by Chair Paine at 5:02 pm on August 24, 2026, in Government Center Room 204. 1 ROLL CALL PRESENT: Jim Paine, Lynn Wohlwend, Brian Finstad, Garner Moffat, Tylor Elm, and Anne Porter VIRTUAL: Lindsey Graskey ABSENT: CITY STAFF PRESENT: Director Serck, Tech Granlund and Jeff Skrenes OTHERS PRESENT: Jennifer Dalbec, Jason Dalbec, and Sam Schafter 2 APPROVAL OF MINUTES 2.1 Plan Commission Minutes (July 14, 2026) MOTION to approve the July 14, 2026, minutes by Commissioner Porter, seconded by Commissioner Elm. Carried. 3 OLD BUSINESS 3.1 Review and Approve Designated Outdoor Refreshment Area Ordinance and Resolution Planning department will incorporate changes and bring to the September Plan Commission meeting. MOTION by Commissioner Elm, seconded by Commissioner Moffat to hold in committee until next meeting. Carried. 4 NEW BUSINESS 4.1 Small Business Grant Application Review & Recommendations a. Superior Tavern b. Flow Studio Director Serck introduced the small business grant applications representees from both applicants attended the meeting in person. MOTION to approve the small business grant applications by Commissioner Elm, seconded by Commissioner Moffat. Carried. 4.2 Review and recommend to the City Council that a public hearing be set for October 6th, 2026, in order to facilitate recreating and replacing ARTICLE VII. FLOODPLAINS within the City of Superior Zoning Code. PLAN COMMISSION MINUTES - 8/24/26 Mtg (Meets monthly on 2nd Tuesday of each month) Page 2 of 2 Director Serck introduced the floodplain ordinance and the need for the update. Sharing with Plan Commission the changes that will be made with the new floodplain ordinance. MOTION to approve to recommend to the City Council that a public hearing be set for October 6th, 2026, in order to facilitate recreating and replacing ARTICLE VII. FLOODPLAINS within the City of Superior Zoning Code by Commissioner Elm, seconded by Commissioner Finstad. Carried. 4.3 Review for Approval – Downtown Superior Design Guidelines Commissioner Moffat presented the proposed Downtown Superior Design Guidelines to the Plan Commission and discussed the potential positive impacts the guidelines could have on the City. Commissioners asked questions regarding the proposal, including the involvement of the Superior Business Improvement District in the process and the potential for putting the project out for bid. MOTION by Commissioner Elm, seconded by Commissioner Finstad to put the Downtown Superior Design Guidelines out for bid. Carried. Commissioner Porter abstained from the vote. 4.4 Discussion and consideration of the proposed design and framework for the City’s Community Land Trust Program. Jeff Skrenes spoke to the Plan Commission regarding the proposed Community Land Trust Policy Framework he developed. Commissioner Moffat shared a policy memorandum he had prepared outlining the Community Land Trust framework. Commissioners discussed the proposed framework and agreed to hold the item in committee for further discussion, including the City’s Community Land Trust Partners Framework. MOTION by Commissioner Paine recommended holding in committee until next meeting. Carried. 5 RECURRING BUSINESS 5.1 Planning & Development Director Report Director Serck shared with the Plan Commission about an upcoming grant opportunity for a WEDC business grant to support small business during the bridge rebuild. Director Serck shared that the CHS sale has closed. Next Plan Commission meeting will be September 8, 2026. 5.2 Housing Coordinator Update No new updates. 6 ADJOURNMENT Meeting adjourned at 6:34 pm Respectfully submitted by Amanda Granlund. CITY OF SUPERIOR | PLAN COMMISSION POLICY MEMORANDUM Community Land Trust: Decisions for Commission Discussion TO: City of Superior Plan Commission FROM: Garner Moffat, Plan Commissioner DATE: August 24, 2026 SUBJECT: General support and policy questions requiring Commission direction Recommendation. Continue developing the Community Land Trust framework, but ask staff to return with revised language after the Commission discusses four policy choices: permanent subsidy retention, continuity if the nonprofit partner withdraws, applicant-selection priorities, and essential homeowner/program safeguards. Why the framework should move forward A Community Land Trust can create affordable homeownership that lasts from one buyer to the next. The proposal is a strong foundation, but several choices belong to the City rather than solely to a future nonprofit partner. The Commission does not need to resolve every technical detail tonight. It should identify the outcomes Superior wants and direct staff to prepare enforceable language. Four questions for Commission discussion 1. How should public subsidy benefit each generation of buyers? My preference is that City land or subsidy reduce the home's restricted purchase price at the beginning and remain embedded in the CLT home. A buyer should not pay the unrestricted market price for a property when the buyer does not own the land or unrestricted resale rights. Down-payment or closing-cost assistance may still be needed, but City assistance should ordinarily be repaid at resale and recycled for another CLT buyer. 2. What happens if the nonprofit partner withdraws? The program should not depend indefinitely on one organization. If the partner stops participating, the City should be able to preserve the program without disturbing homeowners or their mortgages. The agreement should provide notice, a transition period, and a City option to take over or designate a successor for the CLT land, ground leases, resale rights, subsidy documents, reserves, records, and any unsold properties. Existing homeowners would continue to own their homes under the same protections and restrictions. 3. Should some qualified applicants receive preference? Every buyer would still have to meet income, mortgage, education, owner-occupancy, and other eligibility requirements. The Commission should discuss whether otherwise qualified applicants should receive priority points or placement in preference tiers. ● Households selling a property to the City for rehabilitation, redevelopment, right-of-way, hazard reduction, or another public purpose, when a CLT home would provide a suitable replacement and the household income-qualifies. ● Current CLT home owners who may need a different home due to documented accessibility needs or household size changes. ● Households displaced or at imminent risk of displacement through no fault of their own. ● Employees serving the community, potentially including City, County, school-district, nonprofit, health-care, public-safety, childcare workers, or other qualifying public-service workers. ● Applicants needing an accessible home, households with children, veterans, current Superior residents, or other locally identified housing priorities. I do not recommend adopting any of these preferences without staff and legal review. Employment, residency, and other preferences must be tied to documented housing needs, applied consistently, compatible with funding rules, and reviewed for fair-housing impacts. A broad Public Service Loan Forgiveness definition may be too difficult to administer and may include occupations unrelated to Superior's workforce needs. A transparent preference-tier or points system followed by a lottery among equally ranked applicants would be preferable to subjective selection. 4. Which protections must appear in the framework? ● A City-approved initial-pricing method and resale formula. ● Permanent retention of City land and subsidy for affordable housing. ● Clear income limits and affordability based on the complete monthly housing cost. ● Separate leasehold appraisal and home-inspection requirements. ● Homeowner representation, annual reporting, stewardship, and foreclosure-prevention responsibilities. ● Clear ground-rent, inheritance, refinancing, maintenance, default, partner-withdrawal, and lender-protection provisions. Suggested direction Ask staff to return with: (1) a revised policy framework; (2) draft partner-agreement provisions protecting the City if the nonprofit withdraws or defaults; and (3) two or three legally reviewed applicant-selection options for Commission comparison before a preference system is adopted. Possible motion Move to express general support for continued development of the Community Land Trust and direct staff to return with revised framework and implementation language addressing initial and resale affordability, permanent subsidy retention, continuity and City step-in rights if a partner withdraws, objective and legally reviewed applicant-selection options, and the homeowner and program safeguards identified in this memorandum. STAFF DRAFTING ATTACHMENT Community Land Trust Policy Framework TO: City of Superior Plan Commission FROM: Garner Moffat, Plan Commissioner DATE: August 24, 2026 SUBJECT: Specific revisions, options, and proposed implementation language Purpose. This attachment translates the Commission policy questions into specific drafting instructions. It is intended as a working document for Community Development staff, the City Attorney, the future CLT partner, participating lenders, and funding agencies. Bracketed choices require policy or legal review before adoption. A. Initial pricing, resale affordability, and subsidy retention Proposed general provision Initial and resale affordability; retention of public investment. The initial sales price of a CLT home shall be based on the value of the purchaser's leasehold interest and shall be affordable to the targeted household-income range when total housing costs are considered. City-provided land, grants, development subsidy, and other public investment shall, to the greatest extent practicable, reduce the restricted purchase price and remain dedicated to permanently affordable housing through an approved ground lease, resale formula, purchase option, deed restriction, subsidy covenant, or equivalent enforceable mechanism. Any City-funded buyer assistance shall supplement, rather than replace, an affordable initial sales price. Unless otherwise required by a funding source or expressly approved by the City, such assistance shall be documented by a deferred subordinate loan and shall be repaid upon resale, prohibited refinance or encumbrance, loss of owner occupancy, or other specified default. Repaid funds shall be returned to the City or CLT restricted account and reused for CLT or other permanently affordable homeownership. The resale formula shall provide the homeowner a fair opportunity to build equity while preserving affordability for subsequent income-qualified purchasers. Program documents shall address return of buyer equity, mortgage principal reduction, approved capital improvements, transaction costs, damage or deferred maintenance, the homeowner's share of appreciation, the maximum resale price, and the CLT's preemptive purchase option. B. Partner withdrawal, default, dissolution, and continuity Drafting direction ● Distinguish voluntary withdrawal, material default, insolvency, dissolution, loss of nonprofit status, loss of required insurance, and inability to perform stewardship duties. ● Apply the continuity provisions through the framework, partner agreement, recorded covenants, ground leases, and any deed conveying City property or subsidy agreement, as appropriate. ● Preserve homeowner ownership, existing mortgages, lender protections, and all affordability restrictions during any transition. ● Require lender and funding-source review so City rights do not invalidate mortgage eligibility or conflict with superior liens, grant conditions, bankruptcy law, or foreclosure protections. Proposed partner-agreement language 1. Notice of withdrawal. The CLT partner shall not discontinue its participation in the Superior CLT program or materially reduce required stewardship services without at least 180 days' prior written notice to the City, affected homeowners, participating lenders, and other parties required by program documents. The notice shall include a complete transition plan. 2. Default and cure. A material failure to perform the partner agreement shall constitute a default after written notice and a cure period of [60/90] days, except that the City may require immediate protective action when necessary to prevent loss of property, subsidy, insurance, records, lender eligibility, or homeowner rights. The cure period may be extended for good-faith corrective action that cannot reasonably be completed within the original period. 3. Transition obligation. During the notice or cure period, the CLT partner shall continue ordinary stewardship, preserve all assets and records, refrain from transferring or encumbering program assets except in the ordinary course or with City consent, cooperate with homeowner and lender communications, and provide the City with an updated inventory of land, homes, leases, restrictions, purchase options, subsidy instruments, reserves, receivables, insurance, contracts, and pending transactions. 4. City designation of successor. The City may designate a qualified successor CLT or other qualified nonprofit to assume stewardship and receive assignment or transfer of program assets and obligations, subject to applicable law, lender rights, funding restrictions, and required third-party consents. 5. City step-in and option. If no qualified successor is available, or if the City determines that direct control is reasonably necessary to preserve the program, the City shall have an option, but not an obligation, to acquire or accept assignment of the CLT partner's interest in Superior program assets. Covered assets shall include CLT-owned land; the lessor's interest in ground leases; resale, purchase, and enforcement rights; affordability covenants; City-funded subsidy instruments; restricted reserves and program income; records and data permitted by law; and any vacant, unsold, or CLT-owned homes. Occupied homes owned by individual homeowners are not transferred under this provision. 6. Consideration and valuation. The transfer price shall be [nominal consideration for assets originally donated by the City or acquired principally with City funds] and, for other assets, [the lesser of documented unrecovered acquisition cost, net book value, or independently appraised value of the restricted interest], less City funds, restricted reserves, liens, deferred maintenance, and other obligations assumed by the City. Staff and the City Attorney shall recommend a final formula that avoids a windfall, recognizes legitimate non-City investment, and is enforceable under applicable funding and creditor requirements. 7. Assumption of liabilities. The City shall not be required to assume debt, contracts, environmental liability, delinquent taxes, litigation, or other obligations unless expressly accepted in writing following due diligence and all required approvals. Any City acquisition is subject to acceptable title, environmental and property review, lender consent when required, and Common Council authorization. 8. Continuing restrictions. Transfer to the City or a successor shall not terminate or diminish affordability, owner-occupancy, resale, inheritance, lender, or homeowner protections. The City or successor shall assume the CLT's stewardship obligations under the applicable program documents. 9. Separate option for CLT-owned homes. For any home or improvement owned by the CLT partner rather than an individual homeowner, the City shall have a right of first offer and an option to purchase upon withdrawal, default, dissolution, proposed transfer outside the program, or expiration of an agreed marketing period, at a restricted price determined under the approved valuation formula. C. Applicant eligibility and selection Baseline eligibility Before any preference is applied, every applicant shall satisfy the same published threshold requirements: applicable household-income limit; owner occupancy; approved homebuyer and CLT education; sustainable prime mortgage qualification; property-specific household suitability; and all lender, funding-source, and program requirements. A preference changes order of consideration, not basic eligibility or underwriting. Recommended selection architecture ● Publish the criteria, point values or preference tiers, documentation requirements, application window, tie-breaking procedure, appeal process, and record-retention rules before accepting applications. ● Use a lottery among equally ranked applicants rather than subjective interviews or discretionary judgments. ● Apply reasonable accommodations and accessible application procedures. ● Review the system before adoption and periodically thereafter for compliance with fair-housing, civil-rights, relocation, funding, and affirmative-marketing requirements and for unintended disparate effects. ● Do not hold a home vacant indefinitely for a preferred category when another eligible household is ready to purchase. Preference option 1 - City acquisition/relocation partner An otherwise eligible household may receive the highest preference when the household voluntarily sells an owner-occupied property to the City or a participating public entity for an approved rehabilitation, redevelopment, right-of-way, hazard-mitigation, code-resolution, neighborhood-stabilization, or other public-purpose project and the transaction will result in the household needing a replacement principal residence. ● The property sale and CLT purchase must be separately voluntary and documented; CLT placement may not be conditioned on accepting less than legally required or independently supported compensation for the acquired property. ● The household must receive any relocation notices, advisory services, payments, and other protections required by the Uniform Relocation Assistance and Real Property Acquisition Policies Act, state law, or the applicable funding source. CLT preference is supplemental and does not replace those rights. ● The household must independently qualify for the CLT home and mortgage. If no suitable CLT home is available within a defined period, the City retains no obligation to produce a specific unit unless separately agreed in writing. ● Staff should determine whether the preference applies only to City acquisitions or also to County, school-district, housing-authority, land-bank, utility, and City-approved nonprofit acquisition programs. Preference option 2 - displacement or urgent housing need Consider a second tier for otherwise eligible applicants experiencing documented displacement or imminent loss of safe housing through no fault of their own, including condemnation, casualty, domestic violence, accessibility-related displacement, expiring affordability restrictions, or displacement caused by a public project. Staff should define categories narrowly, identify acceptable documentation, and coordinate with fair-housing and relocation requirements. Preference option 3 - community-serving workforce The Commission may consider a workforce preference, but staff should return with alternatives rather than inserting one employer list into the framework. At minimum, compare: ● Public employers only: City of Superior, Douglas County, and qualifying public school or technical-college employers. ● Public-service workforce: positions employed by government or qualifying nonprofit organizations that provide education, health, behavioral health, emergency response, child care, elder care, housing, transit, utilities, or other locally identified essential services. ● Documented shortage occupations: an annually adopted list based on local recruitment, vacancy, wage, and housing-cost evidence. ● No employment preference: select only by housing need, income targeting, readiness, and lottery. Public Service Loan Forgiveness eligibility should not be used as the sole definition. PSLF is a federal loan-program status rather than a local housing-need measure; some applicants have no student loans, employer eligibility may change, and the category may be broader or narrower than Superior's intended workforce goal. If used at all, it should be one documentation pathway within a locally defined public-service category. Other selection considerations for Commission review ● Deeper income targeting within the program maximum, while confirming that the household can sustain ownership. ● Households least likely to access conventional ownership because of displacement, disability-related accessibility needs, or documented housing-cost burden. ● Property-specific household fit, including accessible features and bedroom needs, without steering or discrimination based on familial status or disability. ● Applicants completing a City-approved financial-readiness or savings program. ● Current Superior residence or employment only if supported by documented local need and legal review; do not make local status an absolute eligibility prerequisite. ● Veteran status only after review of the policy purpose, funding requirements, and interaction with other priorities. Illustrative tiered model for discussion - not recommended for adoption without review Tier 1: Eligible household displaced by, or voluntarily participating in, an approved City acquisition or public-purpose property transaction. Tier 2 : Eligible household meeting a narrowly defined displacement, accessibility, or urgent-housing-need priority. Tier 3 : Eligible household meeting an adopted community-serving workforce or documented shortage-occupation priority. Tier 4 : All other eligible applicants. Within each tier: property suitability review followed by random lottery among equally eligible applicants. Move promptly to the next tier when no ready and suitable applicant is available. D. Additional framework corrections ● Replace undefined 'low- to moderate-income' language with City-approved percentages of area median income, adjusted for household size, and permit project-specific bands approved by the City. ● Define affordability using mortgage, taxes, insurance, ground rent, association fees, subordinate-loan payments, and reasonable maintenance assumptions. ● Replace an absolute first-time-buyer rule with the applicable program definition and carefully drafted exceptions or priority treatment. ● Require a leasehold appraisal by an appraiser competent in CLT valuation and a separate independent home inspection. ● Replace the automatic 'most restrictive guideline' rule with compliance with all applicable requirements and only reasonably necessary written CLT overlays. ● Require homeowner/community governance representation, annual City reporting, owner-occupancy monitoring, resale administration, delinquency intervention, and foreclosure-prevention stewardship. ● Clarify ground rent, permitted increases, taxes, insurance, maintenance, capital improvements, inheritance, transfer, refinancing, subordinate liens, default, casualty, condemnation, foreclosure, lender notice and cure, and purchase-option procedures. E. Required review before adoption ● City Attorney review of authority, acquisition and option structure, due process, public-purpose requirements, Wisconsin law, creditor and bankruptcy issues, and homeowner/lender rights. ● Fair-housing and civil-rights review of every preference, marketing plan, documentation requirement, lottery, and property-matching practice, including analysis of potential disparate effects. ● Funding-source review, including HOME, CDBG, state, federal, relocation, and grant-specific requirements when applicable. ● Participating-lender and secondary-market review of the ground lease, riders, resale formula, appraisal method, purchase option, step-in rights, and foreclosure provisions. ● Fiscal and operational review of reserves, staffing, data systems, privacy, annual monitoring, potential City asset ownership, and liabilities associated with exercising the City option. O26-xxxx: Designated Outdoor Refreshment Area 1 ORDINANCE #O26-xxxx AN ORDINANCE AMENDING CITY CODE, CHAPTER 86 – OFFENSES AND MISCELLANEOUS PROVISIONS, ARTICLE I – IN GENERAL, SECTION 86-20 – DRINKING PROHIBITED ON PUBLIC RIGHT-OF-WAY; EXEMPTIONS, FOR THE CREATION OF DESIGNATED OUTDOOR REFRESHMENT AREAS The Common Council of the City of Superior, Wisconsin does ordain as follows: SECTION 1. Chapter 86 – Offenses and Miscellaneous Provisions, Article I – In General, Section 86-20 – Drinking Prohibited on Public Right-of-way, is hereby amended to read as follows: (a) It shall be unlawful for any person to consume any alcohol or fermented malt beverage upon any street right-of-way, alley, sidewalk, private or public parking lot, or upon or within 50 feet from any public baseball field; nor shall any person open or possess an open container containing any intoxicating liquor or fermented malt beverage upon any of the above locations. (b) This section shall not apply to the city Itasca baseball field (55th Avenue East and East 2nd Street) and shall not apply to Petroske Field (58th Street on Baxter and Lamborn Avenues). (c) This section shall not apply to any premises for which a special Class B fermented malt beverage license has been issued. (d) It shall be unlawful for any person to consume any intoxicating liquor or fermented malt beverage or to open or possess an open container containing any alcohol or fermented malt beverage at Veterans' Memorial Park (also referred to as Catlin Courts Park). (e) Persons may possess intoxicating liquor and fermented malt beverages on sidewalks and other portions of the public right of way not open to vehicular traffic within an officially Designated Outdoor Refreshment Area (DORA) within such boundaries and during such hours as specified by Resolution of the Common Council, including that portion of any public right of way, street, alley or highway within the DORA area that is included in crosswalk or other pedestrian crossing area while persons are lawfully crossing the street, alley or highway; and public rights of way, streets, alleys, sidewalks and highways that are closed to the public for a city approved Special Event. All alcohol beverages sold within a DORA for removal from a licensed premises shall be served in transparent or semi-transparent containers. Beverages sold or possessed in glass containers shall not be permitted to be opened or consumed on the public right of way, streets, alleys, highways or parking lots open to the public. SECTION 2. All ordinance and parts of ordinances in conflict herewith are hereby repealed. O26-xxxx: Designated Outdoor Refreshment Area 2 SECTION 3. If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional by reason of any decision of any court of competent jurisdiction, such decision shall not affect the validity of any other section, subsection, sentence, clause or phrase or portion thereof. SECTION 4. This ordinance shall take effect and be in force from and after its passage and publication, as provided by law. Passed and adopted this xxx day of xxx, 2026. Approved this xxx day of xxx, 2026. ________________________________________ Mayor Attest: ____________________________________ City Clerk R26-xxxxx Designated Outdoor Refreshment Area 1 RESOLUTION # R26-xxxxx RESOLUTION ESTABLISHING A DESIGNATED OUTDOOR REFRESHMENT AREA WHEREAS, the City of Superior generally requires the consumption of alcoholic beverages purchased by the glass or in open containers on licensed premises to occur on the licensed premises and prohibits the possession and consumption of alcoholic beverages in open containers on public streets, sidewalks, and other public areas except as otherwise authorized by law; and WHEREAS, the Common Council has adopted provisions within the Superior Municipal Code authorizing the establishment of a Designated Outdoor Refreshment Area (DORA) and permitting the Common Council to create exceptions to the City's open intoxicants regulations within designated areas under specific conditions; and WHEREAS, the Common Council finds that it is reasonable and in the public interest to establish a Designated Outdoor Refreshment Area within the area described below and to create a limited exception to the City's open intoxicants regulations subject to the conditions set forth herein. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Superior that, pursuant to the applicable provisions of the Superior Municipal Code authorizing the creation of a Designated Outdoor Refreshment Area (DORA), there is hereby established a Designated Outdoor Refreshment Area permitting the possession, carrying, and consumption of alcoholic beverages in open containers within the designated area and subject to the following conditions: 1. The boundaries of the Designated Outdoor Refreshment Area (DORA) shall be as depicted on the attached map identified as Exhibit A. 2. The possession, carrying, and consumption of alcoholic beverages within the DORA shall be permitted only during the dates, times, and hours specifically authorized by the Common Council and identified in this Resolution. 3. The exception of the open intoxicants ordinance shall only permit the carrying and consumption of open alcoholic beverages within the boundaries of the DORA during the hours of 5:00 p.m. to 10:00 p.m. Wednesdays through Fridays, and 1:00 p.m. to 10:00 p.m. on Saturdays. 4. The possession, carrying, and consumption of alcoholic beverages within the DORA shall be limited to public areas and rights-of-way specifically identified within the approved district boundaries and shall not extend beyond those boundaries. 5. The exception created by this Resolution shall not permit the possession or consumption of alcoholic beverages on private property without the permission of the property owner or lawful occupant. 6. The exception created by this Resolution shall not permit the possession or consumption of alcoholic beverages in violation of Wisconsin Statutes, Superior Municipal Code provisions, or any other applicable law, including but not limited to possession or consumption by underage persons, furnishing alcohol to underage persons, or possession or consumption in prohibited locations. R26-xxxxx Designated Outdoor Refreshment Area 2 7. Alcoholic beverages sold for consumption within the Designated Outdoor Refreshment Area shall be served only in non-breakable transparent or semi-transparent containers approved by the City. Approved containers shall bear the official Designated Outdoor Refreshment Area logo or other identifying marks established by the City. The purpose of the approved container requirement is to promote public safety and facilitate enforcement by allowing law enforcement officers, City staff, and participating establishments to readily identify alcoholic beverages that were lawfully purchased for consumption within the Designated Outdoor Refreshment Area and distinguish them from alcoholic beverages brought into the district from unauthorized sources. 8. Glass containers shall not be permitted within the DORA unless specifically authorized by the Common Council or otherwise permitted by law. 9. Operations within the DORA shall be conducted under the supervision of the City's Parks, Recreation and Forestry Director, or their designee, and all participating licensees, vendors, employees, volunteers, and patrons shall comply with all applicable provisions of Wisconsin alcohol beverage laws and regulations administered by the Wisconsin Department of Revenue. 10. The City reserves the right to suspend, modify, or terminate the Designated Outdoor Refreshment Area at any time when, in the judgment of the Mayor, Chief of Police, Parks, Recreation and Forestry Director, or their designees, such action is necessary to protect public health, safety, or welfare, or to address operational concerns including but not limited to noncompliance with the conditions of this Resolution, excessive litter or refuse, overcrowding, or disorderly conduct. Any suspension, modification, or termination shall be reported to the Common Council as soon as practicable. 11. The City Clerk shall maintain records relating to the Designated Outdoor Refreshment Area, coordinate participation by licensed establishments, provide notice of any suspension, modification, or termination of District operations, and assist in monitoring compliance with applicable alcohol beverage licensing requirements. Repeated or significant violations of District regulations may be considered by the Common Council during alcohol beverage license renewal, issuance, or disciplinary proceedings as authorized by law. 12. The City shall be responsible for any municipal operational costs associated with the administration of the Designated Outdoor Refreshment Area, including but not limited to public safety services, sanitation services, signage, and district management. Passed and adopted this 21st day of July, 2026. Approved this 21st day of July, 2026. ________________________________________ Mayor Attest: ____________________________________ City Clerk Request for Proposal- 2026 Superior Downtown Design Guidelines CITY OF SUPERIOR, WISCONSIN Jason Serck Planning Director Bid #26-25-PL 2 TABLE OF CONTENTS 1. Advertisement ................................ ................................ ................................ .............................. 3 2. Schedule of Activities ................................ ................................ ................................ ................ 4 3. Information for Prospective Service Consultant ................................ ....................... 5 4. Statement of Qualifications Requirements ................................ ................................ ... 7 5. Scope of Services ................................ ................................ ................................ ......................... 9 6. Fee Proposal ................................ ................................ ................................ ............................... 11 7. Evaluation Criteria ................................ ................................ ................................ .................. 11 8. Professional Services ................................ ................................ ................................ ............. 12 9. Subcontractors Listing ................................ ................................ ................................ .......... 13 10. Addenda Acknowledgement................................ ................................ ............................... 14 11. Qualification Evaluation Checklist ................................ ................................ .................. 15 12. Statement of Qualifications Reference Form ................................ ............................ 17 13. Agreement ................................ ................................ ................................ ................................ .... 18 3 1. Advertisement Request for Proposal (RFP) City of Superior, Wisconsin Professional Services for Superior Downtown Design Guidelines Responses will be received by the City of Superior, Attn: Contract Analyst, at 1316 North 14th Street, 2nd floor, Superior, WI 54880. Responses will be evaluated by City staff. Proposals Due: <<Weekday>>, <<Month>> <<Day>>, 2018 at <<TIME>> PM Project: The City of Superior, Wisconsin (City), is requesting proposals from qualified firms to provide the City with design façade and streetscape guidelines for the downtown area of Superior. This project is part of the City’s downtown revitalization and preservation efforts. This project is to be completed by DATE. All proposals must be prepared with the forms provided and submitted in accordance with the Instructions to Consultant/Firm. Specifications may be obtained through DemandStar.com. Proposal requirements may be viewed at the City of Superior, Government Center, 2nd Floor, 1316 North 14th Street, Superior, Wisconsin (darwinj@superiorwi.gov). The City of Superior encourages the participation of minority, women-owned and disadvantaged business enterprises. The City of Superior reserves the right to reject any or all proposals, to waive irregularities, or to accept such proposals, as in the opinion of the City, will be in its best interests. Jason Serck, Planning Director Planning Department Superior Telegram: <<Weekday, Date>> and <<Weekday, Date>> 4 2. Schedule of Activities Subject: Superior Downtown Design Guidelines RFP#: 26-25-PL Due Date: <<Weekday, Date>> Time Due: <<Time>> DATE EVENT <<Date>> RFP Released <<Weekday>>(s) <<Date>> and <<Date>> Publication Dates None Scheduled Pre-Proposal Conference <<Weekday>>, <<Date>> Deadline for Questions <<Weekday>>, <<Date>> Final Addendum Issued <<Weekday>>, <<Date>> Sealed Proposals Due: <<TIME>> Week(s) of <<Date>> and <<Date>> Potential Interview(s) <<Weekday>>, <<Date>> City Council vote on recommendation Week of <<Date>> Sign Agreement Week of <<Date>> Draft document Prior to <<Date>> Final document 5 3. Information for Prospective Service Consultant 3.1 Proposals will be accepted until <<Time>> on <<Weekday>>, <<Date>>. Any proposals received after this time may not be considered. The proposal packet shall be placed in an envelope and shall be sealed. On the envelope shall be plainly written: the date of the opening, the title of the project, Attn: Contract Analyst, and the name of the proposer. Respondent shall submit one (1) unbound original and one (1) electronic version on a flash drive of the proposal documents. 3.2 This is a qualifications and cost-based selection. The Proposal, Cost Proposal, Addenda Acknowledgement, Sub-Consultants, Statement of Qualifications, Qualifications Reference Form, Qualification Evaluation Checklist, reference checks, and interviews (at the option of the City) will be used to identify the most competitive firm(s). The City reserves the right to identify competitive firm(s), as in its opinion, will be in its best interests. Proposals shall be valid for 90 days. 3.3 The City of Superior Planning Department and its designees will review the proposals and select the most highly qualified and cost competitive firm(s) to contact for further screening as it deems appropriate. 3.4 The consultant shall submit a list of their subcontractors as a part of their proposal, which list shall not be added to nor altered without the written consent of the City of Superior, and as specified in 66.0901 Wisconsin Statutes. 3.5 The RFP will detail terms and conditions. The City reserves the right to amend the Request for Proposal and will provide a written amendment to all known parties receiving the request. Respondents shall acknowledge all addenda received. 3.6 Firms must submit a proposed cost in accordance with the specifications. Proposed cost must be written out in words and also entered in figures. In case of conflict, the written word prices will prevail. In case figures do not match, the figure resulting in the lower price shall be deemed the price intended and applicable. 3.7 Firms not returning the completed RFP within the specified time frame may be disqualified. Irregularities in the completed RFP documents may be considered sufficient cause for disqualification. 3.8 Subsequent to the RFP deadline, the Planning Department will prepare a recommendation as to which proposal to award, if any. The recommendation of the Planning Department may be subject to the approval of the Superior Common Council. 3.9 The Consultant will be required to sign a standard City Service Agreement (example attached) and provide proof of insurance for errors and omissions, property damage, public liability and workman’s compensation. 3.10 Proposals may be amended and/or withdrawn prior to the proposal opening time. Proposals may not be withdrawn for a period of ninety (90) days after the submission deadline. 6 3.11 Proposals are prepared and submitted at the sole cost and expense of the respondent and shall become the property of the City of Superior; proposal documents will not be returned. 3.12 Respondents will indemnify the City of Superior from any and all debts, claims, and liabilities arising out of the proposal or the performance of the project as a result of the consultant’s error, omissions, neglect, etc. 3.13 The City reserves the right to negotiate with respondents on the scope of the project, fees, timelines, and all other components of the project, whether or not the proposal was deemed the lowest cost to the City. 3.14 Firms may not subcontract any work without prior written authorization by the City of Superior Planning Department. 3.15 This shall in no way bind or prevent the City of Superior from performing, requesting quotes or proposals, bidding, or contracting any services separately. 3.16 Trade secrets and confidential information contained in a Proposal are not open to public inspection. Pricing is not confidential information. Proposers who include information in a Proposal that is legally protected as a trade secret or confidential information must clearly indicate the specific protected information by marking that information “Trade Secret” or “Confidential” at the appropriate place. The City will not be responsible for any public disclosure of the trade secret or confidential information if it is not marked as provided above. A Proposal in its entirety is not confidential. If a request is made under the Wisconsin Public Records Law Wis Stat. §§ 19.31 -19.39 to inspect information designated as trade secret or confidential in a Proposal, the Proposer shall, upon request, immediately furnish sufficient written reasoning as to why the information should be protected from disclosure in order for the City Attorney to present the matter to the Attorney General of Wisconsin for final determination. The City of Superior recommends not including any confidential information in the proposal. 3.17 During this Proposal process, Proposer shall not contact any City Staff except those designated in the text of this RFP or subsequent addendums or correspondence. Questions should be addressed in writing to the Contract Analyst, via e-mail: darwinj@superiorwi.gov. prior to <<Deadline for Questions Date>> at 12:30 PM. Please reference RFP #26-25-PL and line number being referenced. Non-compliance with this provision may result in rejection of the Proposal. 7 4. Statement of Qualifications Requirements Respondent shall submit one (1) unbound original and one (1) electronic version on a flash drive of qualifications documents. 4.1 State the name, address, and company profile, including size, qualifications, technical capabilities, etc. 4.2 Include a list of the key personnel and managers of the firm. Provide a summary of the project team, field staff, and their capabilities and detail experience with downtown design guidelines, historic preservation, downtown revitalization, municipal zoning review, public engagement, architectural visualization/rendering, Wisconsin municipalities. Also note their ability to meet the project workload within the timelines established. 4.3 Provide examples of related experience performed by the firm during the previous five (5) years (projects with services similar to those outlined in Section 5, General Scope of Services). The firm and key personnel must have no less than five (5) years actual business experience in the services to be provided. Provide two samples of actual completed design guidelines. 4.4 Provide a statement describing your approach to the project and overall project management including: cost control, quality assurance, and other factors that impact the project. Note experience with applicable federal and state regulations, budget management, as well as public participation and communication strategy, etc. 4.5 Fee proposal. Provide a firm, fixed total price for completion of the services. This price shall include any and all costs to perform the services to the City’s satisfaction, including but not limited to all costs for materials, labor, travel, supplies, permits, licenses, other typical reimbursable expenses, and indirect costs. Provide a detailed breakdown of the total price for the services for the entire term. Please provide a specific line-item accounting for the cost of each and every task and/or deliverable outlined in the Scope of Services. Provide a schedule of billing rates by category of employee and job title to be used during the term of the agreement. This fee schedule will be firm for at least one (1) year from the date of the agreement. The fee schedule will be used as a basis for determining fees should additional services be necessary. A fee schedule for sub-consultants, if used, shall be included. 4.6 Provide a list of all subcontractors, proposed duties and functions, qualifications, contact information, etc. 4.7 Complete the Statement of Qualifications Reference Form. Provide at least three (3) references of current or recent clients familiar with your project team on similar scoped projects. 8 4.8 Complete the Qualification Evaluation Checklist. Reporting false, inaccurate, or misleading information shall be sufficient grounds for disqualification or contract termination. When in doubt, attach a detailed answer or call for clarification. 4.9 The respondent shall include a statement that they made their own examination, investigation and research regarding the method of doing the work, all conditions affecting the work to be done, the labor, equipment and materials, and the quantity of the work to be performed. The Proposer agrees that it has satisfied itself by Proposer’s own investigation and research regarding all of such conditions, and that Proposer’s conclusion to enter into the Service Agreement and based upon such investigation and research, and that Proposer shall make no claim against the City because of any of the estimates, statements or interpretations made by any officer or agent of the City which may prove to be erroneous in any respect. 4.10 There is no specified limit to the amount of material submitted in response to 4.1 through 4.9, however portions of submittals not clearly referencing the respective section may not be considered in the evaluation of the firm. 9 5. Scope of Services 5.1 Purpose and Background The City of Superior, Wisconsin is requesting proposals for professional services to create a clear and concise design façade and streetscape guidelines document for all downtown buildings and streetscapes, as well as a series of façade recommendations for up to 15 buildings in the downtown area. The guidelines document intent is to help the City accomplish important goals related to planning and project design review for the public and private sectors by clarifying expectations and communicating requirements and options to all stakeholders, property owners, developers and the public. This document will shape redevelopment, new construction, building additions, historic preservation, future grant and incentive programs, and communication of expectations to property owners, developers and the public the City’s guidelines for downtown façades to create a cohesive downtown area. These guidelines should be an adaptable document for future potential updates of the City’s zoning ordinances. The guidelines shall be developed in conjunction with several stakeholders, in addition to the City, such as the Superior Business Improvement District, Chamber of Commerce and others as deemed appropriate, residents, business owners and local leaders. The guidelines should also include consideration of Wisconsin Department of Transportation regulations. The downtown design guidelines implementation boundaries center on Tower Avenue and surrounding areas and is shown in Figure 1. (insert figure 1 area map) This area is generally historic in character. Buildings in this area are typically multi-story buildings with the occasional single-story building. This area contains a mix of commercial and residential use buildings, varying in architectural character. The firm shall address historically significant architectural features, character-defining elements, appropriate rehabilitation approaches, appropriate and inappropriate alterations, compatible infill, treatment of historic storefronts, preservation versus reconstruction. The final document shall include design guidelines for private and public properties. 5.2 Tasks Please describe in your proposal your approach to the following tasks. Alternative approaches to the scope, so long as the end result is achieved, may be included. 1. Review the existing City comprehensive plan and zoning codes and any other documents that may assist the firm with developing a more in-depth understanding of the past and present character, culture, and values of the community. 10 https://www.superiorwi.gov/DocumentCenter/View/13869/Superior-2040-Comp- Plan Code of Ordinances | Superior, WI | Municode Library 2. On-site visit and review of the project area, and host in-person/virtual stakeholders’ meetings. The firm will prepare meeting agendas, presentation materials, sign-in/attendance information, meeting summaries, public comments received, and a written summary explaining how public/stakeholder feedback was incorporated. This task should accomplish the following: a. Kick-off meeting b. Tours c. One meeting with the Common Council, Plan Commission, or other City bodies, as determined by the City, in accordance with applicable open meetings requirements, to establish goals and outcomes d. Two stakeholder and two public sessions e. Record existing conditions as it relates to buildings, streetscapes and other pertinent development patterns that may influence the design solution 3. With the direction of the City and input of stakeholders and the community, draft a set of guidelines for all downtown buildings as well as a series of façade recommendations for up to 15 buildings in the downtown area. The City determines the final policy direction. These guidelines should include the following elements: a. block face design b. site design c. building design, massing, façade composition, and articulation d. lighting e. streetscape f. signs g. materials 4. Identify 15 buildings and provide façade recommendations for each of them. Permission from the owners must be obtained by the firm before commencing this task. Provide before and after images, as well as a description of the graphics and future steps to accomplish each recommendation. 5. In-person review of the draft guidelines and façade recommendations with the City and stakeholders to present and review the draft documents. The base fee should include at least two rounds of consolidated city comments and revisions to the draft guidelines and façade recommendations. In-person meetings with each owner included in the 15 building façade recommendations to review the recommendations. 6. Develop a final document of guidelines based on the outcomes in Task 5, which includes detailed recommendations and visuals. 11 7. Virtually attend a City Council meeting to present the final document. The final document will be delivered in a single pdf, with clear graphics, and shall not be longer than 25 pages, on 11x17 paper 6. Fee Proposal The Consultant shall submit a total fee for the above-referenced services. The total shall include all direct and indirect costs, including travel, meetings, printing, photography, graphics, rendering public engagement, presentations, revisions, and other services necessary to complete the scope of services. 7. Evaluation Criteria Proposals shall be evaluated by the Director of Planning, Contract Analyst, Planning Department, and any others deemed appropriate by the City. Evaluation of Proposals shall be based on the following criteria: 1. Relevant firm/team experience 2. Understanding and approach o Quality/appropriateness of proposed methodology o Public engagement approach o Qualifications of project manager/key personnel 3. Reference’s satisfaction and quality of sample work 4. Schedule 5. Total Proposed Price City reserves the right to include any other items that is deemed appropriate at the time of evaluation. 12 8. Professional Services Date: _____________ City of Superior, Wisconsin I/we, the undersigned, being familiar with your local conditions, having made a field inspection and investigation that I/we deemed necessary, having studied the scope of work and being familiar with all the factors and other conditions affecting the work, are hereto attaching the following documents: 1) Subcontractors List 2) Addenda Acknowledgment 3) Qualification & Evaluation Checklist 4) References I/we, the undersigned, hereby propose to furnish all labor, tools, materials, skills, equipment and all else necessary to complete the work, in accordance with the specifications, and are hereby submitting the following proposal: Total Cost (Not-to-Exceed): $______________________________________________ Amount in written figures: ______ Completion Date: __________________(date) Interested firms may, at their discretion, suggest additional services not explicitly requested by this RFP. Proposals should include line-item costs for additional services. Please note that additional services may or may not be awarded by the City and that costs for additional services are excluded from the base proposal. SIGNATURE____________________________________ Date___________________ Print Name______________________________________________________________ Name of Company________________________________________________________ Address_________________________________________________________________ Phone_______________________________Fax_________________________________ E-mail Addrees___________________________________________________________ 13 9. Subcontractors Listing (Must be submitted with proposal.) Superior Downtown Design Guidelines The undersigned agrees to employ the following listed subcontractors for the following enumerated classes of work and not to alter or add to such list without the written consent of the City of Superior, WI. Use separate sheet as necessary. SUBCONTRACTOR CLASS OF WORK 1) 2) 3) 4) 5) Submitted by: COMPANY ADDRESS COMPANY REPRESENTATIVE 14 10. Addenda Acknowledgement (Must be submitted with Proposal) Superior Downtown Design Guidelines I/we hereby acknowledge receipt of the following addenda(s): Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated I/we further certify that no agreement has been entered into to prevent competition for said work and that I/we carefully examined the site where the work is to take place, and the plans, specifications, form of contract and all other contract documents. I/we further agree to enter into the contract, as provided in the contract documents, under all the terms, conditions and requirements of those documents. * If no addenda were issued, the consultant/firm shall so indicate and sign this document. ________________________________________ Company Representative Signature 15 11. Qualification Evaluation Checklist Owner: _______________________________________________________________ Contact Person: _________________________________________________________ Address: _______________________________________________________________ City: ________________________________________________ State: ____________ Zip: _____________________ Telephone: _______________________________ Yes Sub No # Question 1. How many years has your firm been engaged in the consulting business under the present firm name? ________________________ □ □ 2. Has your firm ever failed to complete any work awarded to you? Comment/Explanation: Instructions: 1. When filling out the checklist check “YES” only to those services provided “in-house” by your firm (or prior experience of key personnel anticipated to perform a substantial amount of the project work) and check “SUB” for services you intend to subcontract out. List the subcontracting firm in the “Comments/Explanation” area. 2. Respondents are encouraged to add comments and to attach more detailed information where appropriate in response to checklist items. Such clarification can greatly assist the evaluation process. Firms may include other information as they deem appropriate. 3. Attach to this checklist any appropriate licenses, certification, degrees, or appropriate training that will assist in qualifying your firm for these services. 4. Consultant qualifications will be determined using this checklist along with the information provided as outlined in the “Requirements for Statement of Qualifications”. 5. Firms are expected to answer “YES” to some of the checklist items, but not all of them. 6. False, inaccurate or misleading information shall be grounds for disqualification at any time during and after the selection process. When in doubt attach a detailed answer or call for clarification. 16 Yes Sub No # Question □ □ 3. Has your firm ever defaulted on a contract? Comment/Explanation: □ □ 4. Has your firm ever had claims filed for errors and omissions or been sued for services you provided? Comment/Explanation: □ □ 5. Is your firm willing to provide (at no cost to the City) an on-site or virtual presentation to the City regarding your firm’s qualifications? Comment/Explanation: □ □ □ 6. Have you reviewed the example of the service contract attached and are willing to sign a similar agreement? Comment/Explanation: 17 12. Statement of Qualifications Reference Form Applicant Firm Name: Contact Person: Address: City, State, and Zip Code: Telephone: Reference #1 Owner or Company Name: Contact Person: Type of Service(s) Provided: Calendar Year(s) of Service(s) Provided: City, State, and Zip Code: Telephone: Reference #2 Owner or Company Name: Contact Person: Type of Service(s) Provided: Calendar Year(s) of Service(s) Provided: City, State, and Zip Code: Telephone: Reference #3 Owner or Company Name: Contact Person: Type of Service(s) Provided: Calendar Year(s) of Service(s) Provided: City, State, and Zip Code: Telephone: 18 13. Agreement (example for purposes of the RFP) Professional Services Agreement for the Superior Downtown Design Guidelines This agreement made this _____ day of_________________ 2026, by and between, _______________________________, an incorporated business (herein known as ‘Consultant’), and the City of Superior, a municipal corporation, through its Planning Department (herein known as ‘City’). The parties to this Agreement shall be bound by the following terms and conditions. Scope Consultant services include, but are not limited to, all of the tasks, activities and requirements included in Exhibit A, “Scope of Services” and other tasks and responsibilities as identified by the Planning Department. By reference, Exhibit A is hereby incorporated into this Agreement but shall not in any way restrict the services provided by Consultant, nor prohibit the Planning Director from requesting other tasks or procedures germane to the Agreement. If there are other tasks identified by the Planning Director that are beyond the scope identified in Exhibit A, these will be considered extra services and can be added to this agreement by an amendment. Term The term of this agreement shall be from the date of the agreement through February 28, 2027, or completion of the scope of work. Services and Fees Costs shall be full compensation for services performed or services rendered and for all labor, materials, supplies, equipment, incidentals, applicable taxes, fees and applicable expenses, necessary to complete the services for a not to exceed amount of __________________________, attached bid and incorporated herein by reference. All other expenditures shall be the sole responsibility of the Consultant. Changes to services and/or fees that are agreed to by both parties shall be acknowledged in an amendment signed by both parties. Payments Consultant may invoice the Planning Department on a monthly basis during the progress of the work for partial payment on account for work completed and accepted to date and shall not impose any penalties or interest for amounts invoiced. The invoice shall be itemized and, in a form, satisfactory to the City, of expenses incurred in the previous period. The City shall pay agreed upon amounts within thirty (30) days of receipt. Insurance Consultant shall provide up-to-date, accurate professional liability information on Consultant’s Data Record, including amount of insurance, deductible, carrier and 19 expiration date of coverage. Consultant shall furnish the City with an endorsement for earlier notice of cancellation and/or non-renewal and the Certificate of Insurance showing the type, amount, deductible, effective date and date of expiration of such policy. Consultant shall not cancel or materially alter this coverage without prior written approval by the City. Consultant shall be responsible for consultants maintaining professional liability insurance during the life of their Agreement and for 2 years after final acceptance for the service. Consultant and its subconsultants retained under the terms of this Agreement shall procure and maintain professional liability insurance providing for payment of the insured's liability for errors, omissions or negligent acts arising out of the performance of the professional services required under this Contract. It is hereby agreed and understood that the insurance required by the City is primary coverage and that any insurance or self-insurance maintained by the City, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the agreement or listed below whichever is longer. 1. PROFESSIONAL LIABILITY A. Limits (1) $1,000,000 each claim (2) $1,000,000 annual aggregate B. Must continue coverage for 2 years after final acceptance for service/job 2. GENERAL LIABILITY COVERAGE A. Commercial General Liability (1) $1,000,000 each occurrence limit (2) $1,000,000 personal liability and advertising injury (3) $2,000,000 general aggregate B. Claims made form of coverage is not acceptable. C. Insurance must include: (1) Premises and Operations Liability (2) Contractual Liability (3) Personal Injury (4) The general aggregate must apply separately to this project/location 3. BUSINESS AUTOMOBILE COVERAGE A. $1,000,000 combined single limit for Bodily Injury and Property Damage each accident B. Must cover liability for Symbol #1 - "Any Auto" - including Owned, Non-Owned and Hired Automobile Liability. 4. WORKERS COMPENSATION AND EMPLOYERS LIABILITY A. Must carry coverage for Statutory Workers Compensation and an Employers Liability limit of: (1) $100,000 Each Accident 20 (2) $500,000 Disease Policy Limit (3) $100,000 Disease - Each Employee 5. UMBRELLA LIABILITY - Provide coverage at least as broad as the underlying Commercial General Liability, Automobile Liability and Employers Liability, with a minimum limit of $2,000,000 each occurrence and $2,000,000 aggregate, and a maximum self-insured retention of $10,000. 6. ADDITIONAL INSURANCE PROVISIONS A. Primary and Non-contributory requirement - all insurance must be primary and non- contributory to any insurance or self-insurance carried by City B. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VII, and who are authorized as an admitted insurance company in the state of Wisconsin. C. Additional Insured Requirements - The following must be named as additional insureds on the General Liability and Business Automobile liability coverage arising out of project work - City, and its officers, council members, agents, employees and authorized volunteers. This does not apply to Workers Compensation Policies. D. Deductibles and Self-Insured Retentions - Any deductible or self-insured retention must be declared to and approved by the City. E. Evidences of Insurance - Prior to execution of the agreement, the Consultant shall file with the City a certificate of insurance (Accord Form 25-S or equivalent) signed by the insurer's representative evidencing the coverage required by this agreement. F. Provide a waiver of subrogation in favor of the City for the workers’ compensation. Agreement General Terms and Conditions 1. No Relationship. Consultant understands and agrees that the relationship of Consultant and the City arising out of this agreement is that of a contracted service provider, not an employee or contracted employee of the City or any other entity within the municipality, and therefore, is not entitled to any benefits provided to employees of the City. 2. Taxes. Consultant will act as an independent contractor and will be responsible for all federal, state and local taxes arising in accordance with this contract, as well as any other taxes, fees or licensing expenses pertaining to these services. 3. Confidentiality. Consultant shall diligently protect the confidentiality of any information, documentation or communication received from the City that contains personal, financial or other information of a confidential nature, and shall not disclose said information to any other persons, organizations or entities without the expressed written approval of the City, except that Consultant may disclose confidential information that is reasonably necessary to defend itself in the event of a dispute. Nothing herein shall be construed to conflict with the obligations under 21 Wisconsin Public Records Law, Wis. Stat. §19.31, et. Seq. 4. Qualifications. By accepting this agreement, Consultant represents that they possess the necessary skills and qualifications to perform work under this agreement and is familiar with the scope of work included in this Agreement. Consultant will comply with all applicable local, state, and federal licensure requirements and will provide proof upon request. 5. Legal Relations. Recommendations, policies, procedures and other communications provided by the Consultant under this agreement will comply with all applicable laws, ordinances, rules and regulations promulgated and enforced by the City and any other proper authority having jurisdiction over the conduct of the operations of the City. The Consultant shall comply with and observe federal, state and local laws that may be applicable to the project. In carrying out provisions of this Agreement or exercising power or authority granted to the Consultant thereby, there shall be no personal liability to the City, it being understood that in such matters the City acts as representatives of the State. The Consultant is not an agent of the State. 6. Assignment of Agreement. The Consultant shall not subcontract, assign or transfer any part of this work to any other parties without the express written agreement of the City. 7. Claims. Claims, disputes and other matters in question arising from the performance of this contract shall be brought to the Director of Planning for review and mutual resolution. If the parties cannot mutually resolve the matters in question, the parties shall endeavor to settle disputes by mediation. A demand for mediation shall be filed, in writing, within a reasonable period of time after a claim, dispute, or other matter in question has arisen. In no event shall a demand for mediation be made after the date when the institution of legal or equitable proceedings, based upon such a claim, dispute, or other matter in question would have been barred by an applicable statute of limitations. 8. Ownership of Documents. All documents, specifications, renderings, models, approved copies, manuals and other such documents prepared by the Consultant or any party pursuant to this Agreement shall become the property of the City of Superior on completion and acceptance of any of the Consultant’s work, or upon termination of the Agreement and upon payment with the terms of this Agreement and shall be delivered to the City of Superior upon request. The City shall have unrestricted use of the final work product. The Consultant must disclose any third-party licensed material that the City will not have the right to reuse. Final electronic documents shall be provided in an accessible format consistent with applicable federal and state accessibility requirements, including appropriate tagging, headings, alternative text for images, readable contrast, and accessible navigation to the extent applicable. 9. Indemnifications. Consultant hereby agrees to indemnify, defend and hold harmless the City its elected and appointed officials, officers, employees, agents, representatives and 22 volunteers, and each of them, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorneys' fees, costs, and expenses of whatsoever kind or nature in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Consultant or of anyone acting under its direction or control or on its behalf, even if liability is also sought to be imposed on the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, shall be applicable unless liability results from the sole negligence of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. Consultant shall reimburse the City, its elected and appointed officials, officers, employees, agent or authorized representatives or volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the i ndemnity herein provided. In the event that Consultant employs other persons, firms, corporations or entities (subcontractor) or volunteers as part of the work covered by this Agreement, it shall be the consultant’s responsibility to require and confirm t hat each sub -contractor enters into an Indemnity Agreement in favor of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. This indemnity provision shall survive the termination or expiration of this Agreement. 10. Final Payment. Prior to final payment, the Planning Department shall review project documents, recommendations, tasks and procedures, etc., and all other recommendations submitted by Consultant to determine the satisfaction thereof; it will be at the Planning Department’s sole discretion when the final payment is made. Final payment will be made to Consultant within thirty (30) days of the City’s acceptance of services as complete. 11. Deficiencies. Consultant shall not be entitled to payment for work found deficient or failing to conform to the requirements set forth in this agreement and is not entitled to further payments until corrected to the satisfaction of the Director of Planning. The City will inform the Consultant of any deficiencies and/or items that do not conform to this agreement within thirty (30) days of receipt. 12. Termination. This Agreement may be terminated by either party without cause upon ten (10) days written notice to the other. In the event of termination, Consultant shall be paid for services performed to termination date. The results of the work by Consultant shall immediately be turned over to the City of Superior and is a condition of final payment. 13. Warranty of Documents. The City, its representatives, employees, and agents make no representations of the accuracy of documents, drawings, procedures, etc., provided to 23 Consultant under this Agreement, and shall not be held liable for the inadequacy thereof. To the greatest extent possible, any document, drawing, procedure, etc., provided by the City for the purposes of the project that cannot be utilized as reliable information by the Consultant shall be noted as such by the City in the transmittal of the material. 14. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the maters contained herein and supersedes all other written and oral agreements between the parties with respect to such matters. 15. Modification. This Agreement is binding only when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 16. Force Majeure. Each party shall be excused from any breach of this Agreement which is caused by war, strike, act of Nature or other similar circumstances normally deemed outside the control of well-managed businesses. 17. Governing Law. The Agreement will be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of Wisconsin. 18. Headings and Captions. Headings and Captions appear solely for convenience of reference. Such headings and captions are not part of this agreement and shall not be used to construe it. 19. Validity. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 20. Integrated Agreement. This Agreement contains the entire agreement and understanding among the Parties regarding the matters set forth herein and supersedes all previous negotiations, discussions, and understandings regarding such matters. The Parties acknowledge and represent that they have not relied on any promise, inducement, representation, or other statement made in connection with this Agreement that is not expressly contained herein. The terms of this Agreement are contractual and not a mere recital. 21. Safety And Security. The Consultant shall at all times perform in a safe and workmanlike manner to avoid injury or damage to any person or property. The Consultant shall comply with applicable requirements and specifications relating to the safety, health and sanitation measures applicable to the project. The Consultant shall exercise the applicable necessary precautions for the safety of its employees, and be in compliance with applicable federal, state and local laws, statutes, ordinances, rules and regulations. Including, but not limited to, the Wisconsin Labor Code, The U.S. Department of Transportation Omnibus Transportation Employee Testing Act, and OSHA standards. The Consultant shall provide its employees all necessary safeguards, devices and protective equipment, including but not limited to adequate life protection and lifesaving 24 equipment, and shall ensure the proper inspection and maintenance of safety measures are current and in compliance. The City may halt progress on any project where appropriate safety measures and equipment are not being used, or any safety regulations are not being followed. Services will not be permitted to resume until required safety provisions have been made and delays as a result of this provision will not be considered a basis for an increase in the Agreement price or an extension of the completion deadline. 22. Standard of Care. Consultant represents that it will perform the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same locality. To the extent Consultant’s services do not meet this standard of care; Consultant shall re-perform its work at no cost to the City. 23. Appropriation. State and/or Federal funds may be used to fund all or part of this Agreement. Allowances detailed in the Project scope shall be awarded at the City’s discretion, and is subject to available funding, project progress and other terms and conditions as identified by the City. The City will not be held liable for any damages incurred due to changes in State or Federal funding, including (but not limited to) a reduction, delay, or cancellation of the project. 24. Non-Discrimination. Upon execution of this Agreement, Contractor agrees as follows: Contractor and all Subcontractors do not discriminate against any employee, applicant for employment, independent contractor, or any other persons because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 25. Authority. The Consultant represents that it has the authority to enter into this Agreement. If the Consultant is not an individual, the person(s) signing on behalf of the Consultant represents and warrants that they have been duly authorized to bind the Consultant and sign this Agreement on the Consultant’s behalf. 25 The parties intending to be legally bound have executed this agreement on the day and year set forth above. Signatures Company: Address: Phone: _____________________________ __________________________________ President Vice President ATTEST: CITY OF SUPERIOR, WISCONSIN ___________________________________ Jim Paine, Mayor Heidi Blunt, City Clerk ___________________________________ Nicholas Rhinehart, Finance Director Frog Prell, City Attorney Provision has been made to pay the liability that will accrue under this contract. *Approved by Superior Common Council on 26 Exhibit A Community Land Trust Policy Framework 1. Overview – The Community Land Trust Policy Framework is designed to establish criteria that guide the creation, development, and ongoing oversight of land trust home ownership in the City of Superior. The Framework will set guidelines for a Community Land Trust organizational partner, eligible buyers of land trust properties, property conditions, financing, ground leases, methods of acquisition and CLT conversion, and other criteria as the City of Superior deems appropriate and necessary. 2. The Community Land Trust organizational partner (CLT) shall meet criteria that includes but is not limited to the following: a. The CLT exists to: i. Create and preserve perpetually affordable homeownership that stays with a property from one owner to the next; ii. Stabilize neighborhoods and prevent displacement; iii. Allow low- and moderate-income households to build limited equity; iv. Assist home buyers to begin building wealth sooner, or at a higher price point, or in a higher-quality home than conventional ownership models would otherwise allow. b. The City of Superior shall establish a partnership or partnerships with CLTs that meet the following criteria: i. Has the capacity to acquire and hold land for the benefit of developing and preserving affordable housing in the City of Superior; ii. Currently owns or intends to own land for the purpose of selling housing units located on the land and leasing the land under a ground lease or deed restriction equivalent with terms to last 99 years; iii. Has the capacity to determine appropriate buyer, financing, and property eligibility for land trust purchases, conversions, and sales. iv. Has the capacity to conduct annual and regular meetings with CLT home owners, and provide services as necessary to the home owners on CLT land; v. Has adopted articles of incorporation or bylaws, or an equivalent document stating that on discontinuance of the organization by dissolution or the discontinuance of CLT activities, the assets related to CLT activities shall be transferred to the City of Superior or an organization of the City’s choosing; vi. Is not controlled by, nor receives direction from, a for-profit entity or corporation. 3. Eligible buyers of a CLT property shall a. Occupy the property as their primary residence and ensure that the property is continuously occupied by a person or persons who meet the definition of an owner-occupant; b. Qualify as first-time homebuyers; c. Qualify as low- to moderate-income households as defined by the CLT or industry standards; d. Attend home buyer education as approved by CLT or industry standards; e. Attend additional pre-purchase education with legal disclosures specific to CLT properties and a ground lease; f. Qualify for a prime mortgage using Conventional, FHA, or V A guidelines or an equivalent product approved by the CLT with a fixed interest rate term not to exceed 30 years on the first lien. 4. Eligible CLT properties shall a. Be modest in size and price for the market area; b. Be placed into CLT ownership with a 99-year ground lease prior to or at the time of acquisition by a buyer; c. Pass inspection standards that include but are not limited to i. A full Uniform Residential Appraisal Report (URAR) regardless of financing type; ii. Any additional inspection report or property conditions determined necessary by the CLT; iii. Property deficiencies identified by the URAR or CLT-approved inspection report must be addressed or have a written plan with a budget and time frame for correction prior to a transaction closing. d. Remain in habitable conditions as defined by City of Superior Municipal Code, and lender or CLT requirements. 5. Eligible buyer financing for CLT properties shall a. Be a prime mortgage of Conventional, FHA, or V A financing or its equivalent; b. Be and remain eligible for use with a CLT property and ground lease; c. Have a term not to exceed 30 years as a fixed rate for the first lien; d. Have terms approved by the CLT that meet mortgage industry standards for any secondary liens that are down payment assistance at the time of acquisition by the buyer; e. Have terms and loan-to-value standards approved by the CLT for any future refinance loans or second mortgages for the purpose of consolidation or cash-out refinances to ensure both affordability and appropriate equity distribution. f. When multiple financing guidelines are considered for qualifications such as borrower debt-to-income ratios or property loan-to-value requirements, the most restrictive guidelines shall apply. 6. Eligible Ground Leases shall a. Be of a 99-year term and be renewable; b. Clearly explain equity-sharing component and any other property restrictions: or c. Refer to disclosures by the CLT that explain such requirements. 7. Means of CLT property acquisition a. New Construction i. CLT acquires land through donation, public transfer, or purchase ii. CLT builds housing units or partners with development or local government for the creation of housing on parcels; iii. CLT retains ownership of land or real portion of property, with a 99-year renewable ground lease; iv. CLT sells homes and improved portions of property to qualified buyers. b. Buyer-Initiated Acquisition i. CLT determines buyer and financing eligibility, including initial down payment assistance amounts; ii. With CLT and lender approval, buyer places offer on a non-CLT property listed for sale; iii. With an accepted offer from seller, CLT conducts any additional property inspections deemed necessary by lender, CLT, or City guidelines; iv. Buyer’s lender and/or CLT determines clear and marketable title with ground lease eligibility; v. Property converted to joint buyer and CLT ownership with ground lease at the closing of the purchase. Questions for consideration: What should priorities be for property acquisition, both land and improvements/structures? • Parcels that can be divided to create multiple CLT housing units • Distressed properties that the market may not restore on its own, but may require more funds per unit • Clustered properties to create cohesive land trust communities vs. spread throughout city so that CLT homes are not considered part of one or several lower-income neighborhoods • Properties in need of renovations unlikely to be completed well by private market (i.e. converting back to fewer units or bedrooms) Memorandum on Land Trust Policy Framework Questions At the previous Planning Commission meeting, a series of questions were raised about the CLT framework. Responses are in several different categories outlined below. 1. Potential withdrawal or future non-performance of CLT partner. The concern over continuation of land trust ownership in the case of a CLT partner withdrawal is a serious one. However, this is exceedingly rare and most commonly occurs prior to properties being acquired and converted. The only instance staff could find of this happening after home buyers were in a property, the ground leases remained in effect and were transferred. Language requiring such continuation can be added to either the policy document or the City/CLT contract if current documents are found insufficent. Adding the City of Superior to ground lease documents, however, may interfere with lenders’ ability to underwrite conforming loan products. Staff recommends these concerns be considered in contracts with CLT partner(s). 2. Prioritizing buyer/borrower eligibility. Both the demographic size of Superior and the limited initial funds for CLT properties make it unlikely that we will receive a high number of applicants in need of sorting this way. A loan program with a long list of required applicants to consider before the average homebuyer becomes eligible may cause people not to apply or lenders to not include the program in their eligible products. Staff recommends these priorities for marketing and outreach. If the first round of buyer-initiated funds results in a much higher than anticipated application volume, future funding rounds could incorporate increased eligibility criteria. For properties owned by either the City or CLT at the point of sale, staff recommends the winning bidder to be the highest and best qualified offer; when those are the same or within a certain range of each other, then a lottery system. 3. Property acquisition criteria. It is more likely that property owners will come forward asking to either donate or sell their properties to the City for inclusion in the land trust program. In fact, this has occurred twice already since the acquisition of the Habitat home. Priorities should be established for which kinds of acquisitions provide the most benefit or best fulfill City goals within an available budget for acquisition and necessary renovations. 4. Miscellaneous items. a. The use of low- and moderate-income language is based on HUD and industry standards of those terms alluding to area median income percentages. Low is below 50%; moderate, 50-80%; and middle, 80-120%. Staff has no preference on which terminology is used, as both are well- defined and well-understood in the mortgage and CLT industries. b. Leasehold appraisal information and homebuyer education (including CLT- specific education when applicable) are standard requirements for conventional/conforming and government-insured loans, and are already required in a CLT purchase. In the rare event of a buyer using other funds, such as from an inheritance or a family loan, the language “or its equivalent” causes such requirements to apply. c. Requirements for initial down payment to be included as assistance to subsequent buyers, and the specific method(s) of equity-sharing between the homeowner and CLT are part of ground lease and other lien documents recorded at closing. Staff agrees that City funds used for CLT down payment assistance should remain with the property in perpetuity, and such language can either be included in policy framework, or lien/loan documents, or both. Community Land Trust Policy Framework (New Construction + Buyer-Initiated Acquisitions) 1. Core Purpose The CLT exists to: • Create and preserve perpetually affordable homeownership that stays with a property from one owner to the next • Stabilize neighborhoods and prevent displacement • Allow low- and moderate-income households to build limited equity • Allow home buyers to begin building wealth sooner, or at a higher price point, or in a higher-quality home than traditional ownership models would otherwise allow 2. Property Acquisition Pathways A. New Construction Program The CLT: • Acquires land (donation, public transfer, or purchase) • Partners with developers or builds directly • Retains ownership of land, or in the case of a condo/townhome, the real portion of the property, in perpetuity • Sells homes to income-qualified buyers via long-term ground lease Policy Rules: • Prioritize infill, vacant lots, and underutilized land • Require cost controls (competitive bidding, standardized designs if needed) • Ensure home conditions meet livability and affordability standards B. Buyer-Initiated Acquisition Program (BIAP) The CLT allows buyers to: • Find a home on the open market • Request CLT participation • At closing, convert property to joint CLT-owned land/real portion of property and buyer- owned improved portion of property Key Safeguard: The CLT must not over-subsidize inflated market prices. C. CLT Acquisition and Conversion of Existing Properties The CLT: • Acquires property with structures/improvements present, through donation, public transfer, or purchase • Conducts any necessary rehab at property • Ensures clear and marketable title • Converts property to CLT status and provides down payment assistance • Sells to income-qualified buyers under same process as New Construction Key Safeguard: The CLT must not acquire properties that over-extend renovation budgets or that have title conditions that keep properties from being saleable for significant periods of time. 3. Eligibility Criteria (All Programs) • Income limits: typically 60–120% of Area Median Income (AMI) • First-time homebuyer (or no homeownership in past 3 years) • Property must be and remain owner-occupied • Completion of homebuyer education • Mortgage pre-approval from approved lenders with conventional, FHA, or VA financing or its equivalent 4. Affordability Structure Pricing Formula Homes are priced so that: • Housing costs ≤ 30–35% of buyer income • Initial down payment is significant enough to offset equity-sharing between buyer and CLT Program Consideration: Automated underwriting may approve borrowers with housing debt- to-income ratios between 40-50%. CLT must decide whether to allow any conventional/prime mortgage product to move forward if there is lender approval, or to impose stricter requirements for housing affordability. Ground Lease • 99-year renewable lease • Monthly ground lease fee (nominal but sustainable) 5. Resale Formula (Critical) Use a shared equity model, for example: • Homeowner keeps: o Their initial down payment o The principal paid down or off on any mortgage o Value of approved capital improvements o 25–30% of market appreciation • CLT retains: o 70-75% of market appreciation to keep home affordable for next buyer o The initial down payment provided by the CLT, to be passed on to the next buyer o The right to execute a new ground lease and retain CLT ownership of land/real portion of property This prevents windfall profits while still rewarding ownership. 6. Buyer-Initiated Acquisition Rules (Tight Controls) A. Eligible Properties • Must pass inspection standards • Must be modest in size and price (set caps tied to AMI) • No luxury or high-volatility markets B. Subsidy Cap • Set a maximum subsidy per unit • Or require buyer contribution above a threshold C. Appraisal Requirement • Independent appraisal required • CLT will not pay above appraised value D. Strategic Targeting • Focus on: o Preventing displacement o Preserving naturally affordable housing o Acquiring homes in high-risk neighborhoods o Acquiring homes whose quality development/redevelopment has high community impact, such as ▪ Corner lots ▪ Long-term problem or blighted properties ▪ Existing homes on non-conforming parcels • Weigh pros and cons of o Clustering acquisitions and conversions to build land trust communities and facilitate easier management o Prioritizing scattered site CLT properties to avoid buyer and community misperceptions about where CLT ownership is appropriate or possible 7. Financing Structure • CLT may: o Purchase land only (preferred) o Provide down payment assistance at closing and conversion of buyer-initiated purchase o Or temporarily hold full property • Buyer obtains: o Conventional, FHA, VA, or other approved mortgage o Any other approved assistance with down payment, closing costs, or pre-paid taxes/insurance costs • Layer subsidies: o Grants o Soft second loans o Local/state housing funds Key Safeguards: CLT must review and approve any refinance or mortgage modification to ensure • Continued affordability • That the liens and interests remain in effect and in proper positions on title • That a new loan balance does not impede on the market value or market appreciation belonging to CLT CLT must review and approve any proposed capital improvements (i.e. garage, or accessory dwelling unit, or addition) to property to ensure • Improvement does not negatively impact safety/soundness of property • Improvement costs do not significantly alter owners’ housing affordability • Improvement does not change long-term affordability for future owners 8. Stewardship Responsibilities CLT must provide ongoing oversight, not just transactions: • Annual occupancy certification • Resale management • Foreclosure prevention support • Homeowner education – purchase, and post-purchase maintenance 9. Portfolio Balance Policy To avoid operational strain: • Set targets (example): o 60–80% new construction o 20–40% buyer-initiated acquisitions Why this matters: • New construction = predictable affordability • Buyer-driven = flexible but less controllable 10. Anti-Speculation & Equity Protections • Primary residence requirement • No short-term rentals (e.g., Airbnb bans) o Exceptions for owner-occupied properties with more than one unit or an ADU • Limited refinancing rules (prevent equity extraction abuse) 11. Public Sector Alignment Encourage: • Land donations from local government • Inclusionary zoning partnerships • Use of tax-foreclosed or surplus land 12. Risk Management (Often Overlooked) Biggest risks in mixed-model CLTs: • Overpaying for market homes • Administrative burden of scattered-site acquisitions • Political pressure to expand eligibility too far • Initial assistance too small leads to lack of program use; too large of an amount uses funds that could be allocated to more properties Mitigation: • Strict underwriting standards • Clear subsidy caps • Periodic program evaluation • Consistent market and demographic evaluation 13. Implementation Phases Phase 1: Pilot (5–15 homes total), setting aside several units of new construction or acquisition of existing homes, with a reserve pool for at least 1-2 buyer-initiated additions Phase 2: Scale with refined rules Phase 3: Institutional partnerships + steady pipeline Bottom Line A dual-track CLT policy works best when: • New construction and acquisition of existing properties provides stable, predictable inventory • Buyer-initiated purchases provide flexibility and anti-displacement tools • Subsidy use is tightly controlled Northwest Wisconsin Community Services Agency Inc. (NWCSA) Master Ground Lease _______________, 2026 Grantor: Northwest Wisconsin Community Services Agency Inc. Grantees: Leaseholders Identified in Memorandum of Lease TABLE OF CONTENTS RECITALS DEFINITIONS ARTICLE 1: Homeowner’s Letter of Agreement, Attorney’s Letter of Acknowledgement 1.1 Homeowner’s Letter of Agreement and Attorney’s Letter of Acknowledgement are Attached as Exhibits ARTICLE 2: Leasing of Rights to the Land 2.1 NWCSA Leases the Land to Homeowner ARTICLE 3: Term of Lease, Change of Land Owner 3.1 Term of Lease is 98 Years 3.2 Homeowner May Renew Lease for Another 98 Years 3.3 If Ownership of the Leased Land is Ever Transferred Lease Remains Binding ARTICLE 4: Use of Leased Land 4.1 Homeowner May Use the Home Only for Residential and Related Purposes 4.2 Homeowner Must Use the Home and Leased Land Responsibility and in Compliance with the Law 4.3 Homeowner is Responsible for Use by Others 4.4 Homeowner Must Occupy the Home For At Least 12 Months Each Year 4.5 Leased Land May Not Be Subleased Without NWCSA’s Permission 4.6 Homeowner Has A Right to Quiet Enjoyment 4.7 NWCSA Has A Right to Inspect the Leased Land ARTICLE 5: Fees 5.1 Amount of Fees 5.2 When the Fees Are to Be Paid 5.3 NWCSA May Reduce or Suspend Fees to Improve Affordability 5.4 Land Use Fee Will Be Increased If Restrictions Are Removed 5.5 Right to Increase Lease Fee 5.6 NWCSA Can Collect Unpaid Fees When Home Is Sold ARTICLE 6: Taxes and Assessments 6.1 Homeowner Is Responsible for Paying All Taxes and Assessments 6.2 NWCSA Will Pass on Any Tax Bills It Receives to Homeowner 6.3 Homeowner Has A Right to Contest Taxes 6.4 If Homeowner Fails to Pay Taxes, NWCSA May Increase Fees -2- ARTICLE 7: The Home 7.1 Homeowner Owns the House and All Other Improvements on The Leased Land 7.2 Homeowner Purchases Home When Signing Lease 7.3 Construction Carried Out by Homeowner Must Comply with Certain Requirements 7.4 Homeowner May Not Allow Statutory Liens to Remain Against Leased Land or Home 7.5 Homeowner Is Responsible for Services, Maintenance and Repairs 7.6 When Lease Ends, Ownership Reverts to NWCSA, Which Shall Reimburse Homeowner ARTICLE 8: Financing 8.1 Homeowner Cannot Mortgage the Home Without NWCSA’s Permission 8.2 By Signing Lease, NWCSA Gives Permission for Original Mortgage 8.3 Homeowner Must Get Specific Permission for Refinancing or Other Subsequent Mortgages 8.4 NWCSA Is Required to Permit A “Standard Permitted Mortgage” 8.5 A Permitted Mortgagee Has Certain Obligations Under the Lease 8.6 A Permitted Mortgagee Has Certain Rights Under the Lease 8.7 In the Event of Foreclosure, Any Proceeds in Excess of The Purchase Option Price Will Go to NWCSA ARTICLE 9: Liability and Insurance 9.1 Homeowner Assumes All Liability 9.2 Homeowner Must Defend NWCSA Against All Claims of Liability 9.3 Homeowner Must Reimburse NWCSA 9.4 Homeowner Must Insure the Home Against Loss and Must Maintain Liability Insurance on Home and Leased Land 9.5 Homeowner Responsibilities if Home is in a Flood Plain 9.6 Homeowner Rights in the Event of a Total Loss 9.7 Homeowner Rights in the Event of Eminent Domain 9.8 NWCSA Responsibilities in the Event of Total Loss or Eminent Domain ARTICLE 10: Transfer of the Home 10.1 Intent of This Article Is to Preserve Affordability 10.2 Homeowner May Transfer Home Only to NWCSA or Eligible Person 10.3 The Home May Be Transferred to Certain Heirs of Homeowner 10.4 Homeowners Must Give Notice of Intent to Sell 10.5 NWCSA Has an Option to Purchase the Home 10.6 If Purchase Option Expires, Homeowner May Sell on Certain Terms 10.7 After One Year NWCSA Shall Have Power of Attorney to Conduct Sale 10.8 Purchase Option Price Equals the Formula Price 10.9 How the Formula Price Is Calculated 10.10 Qualified Purchaser Shall Receive New Lease 10.11 Administrative Fee to Be Paid to NWCSA by Selling Homeowner 10.12 Homeowner Required to Make Necessary Repairs at Transfer ARTICLE 11: Default 11.1 What Happens If Homeowner Fails to Make Payments to NWCSA That Are Required in the Ground Lease -3- 11.2 What Happens if Homeowner Fails to Abide by Other Lease Requirements 11.3 A Default Gives NWCSA the Right to Terminate Lease 11.4 What Happens if NWCSA Defaults ARTICLE 13: Mediation and Arbitration 12.1 Mediation and Arbitration Are Permitted 12.2 Homeowner and NWCSA Shall Share Cost of Any Mediation or Arbitration ARTICLE 14: General Provisions 13.1 Notices 13.2 No Brokerage 13.3 Severability and Duration of Lease 13.4 Right of First Refusal In Lieu of Option 13.5 Waiver 13.6 NWCSA’s Right to Prosecute or Defend 13.7 Language Construction 13.8 Headings and Table of Contents 13.9 Parties Bound 13.10Governing Law 13.11 Recording Exhibits That Must Be Attached Exhibit A: Homeowner’s Letter of Agreement and Attorney’s Letter of Acknowledgement Exhibit B: Leased Land Exhibit C: Deed to Improvements Only Exhibit D: Permitted Mortgages Exhibit E: First Refusal Exhibit F: Conditions, Covenants, and Restrictions -4- NWCSA, Inc. (NWCSA) MASTER GROUND LEASE LEASE (“Lease”) entered into this _____ day of _________, 2024, between NWCSA, INC. (NWCSA) and ___________________(Homeowner). RECITALS A. NWCSA, INC. is a not-for-profit IRS qualified 501(c)(3) organization organized exclusively for charitable purposes, including the purpose of providing homeownership opportunities for low- and moderate-income people who might otherwise be unable to afford home ownership. B. NWCSA preserves affordable homeownership opportunities through the long-term leasing of land under owner-occupied homes. C. The Leased Land described in this Lease has been acquired and is being leased by NWCSA in furtherance of this goal by Homeowner who agrees to enter into this Lease to obtain the benefits of homeownership and to further the charitable purposes of NWCSA. D. Homeowner and NWCSA recognize the special nature of the terms of this Lease, and each of them accepts these terms, including those terms that affect the marketing and resale price of the property now being purchased by the Homeowner. E. Homeowner and NWCSA agree that the terms of this Lease further their shared goals over an extended period of time and through a succession of owners. NOW THEREFORE, Homeowner and NWCSA agree on all of the terms and conditions of this Lease as set forth below. -5- DEFINITIONS Homeowner and NWCSA agree on the following definitions of key terms used in this Lease: Base Price: the total price that is paid for the Home by the Homeowner. Eligible Person: Persons financially and otherwise eligible to purchase a NWCSA home per adopted NWCSA policy. Event of Default: Any violation of the terms of the Lease unless it has been corrected (“cured”) by Homeowner or the holder of a Permitted Mortgage in the specified period of time after a written Notice of Default has been given by NWCSA. Fees: The monthly fees that the Homeowner pays to NWCSA for the continuing use of the Leased Land and any additional amounts that NWCSA charges to the Homeowner for reasons permitted by this Lease. Home: The residential structure and other permanent improvements located on the Leased Land and owned by the Homeowner, including both the original Home described in Exhibit C, Deed to Improvements Only, and all permanent improvements added thereafter by Homeowner at Homeowner’s expense. Income-Qualified Person: Leased Land: the parcel of land, described in Exhibit B, Leased Land, that is leased to the Homeowner. Memorandum of Lease: The document that is filed in the public record for each specific transaction. The Memorandum of Lease references this Master Lease and contains the information filled into blank spaces that pertain to the agreement between the Homeowner and NWCSA. Permitted Mortgage: A mortgage or deed of trust on the Home and the Homeowner’s right to possess, occupy and use the Leased Land granted to a lender by the Homeowner with NWCSA’s Permission. The Homeowner may not mortgage NWCSA’s interest in the Leased Land, and may not grant any mortgage or deed of trust without NWCSA’s Permission. Purchase Option Price: the maximum price the Homeowner is allowed to receive for the sale of the Home and the Homeowner’s right to possess, occupy and use the Leased Land, as defined in Article 10 of this Lease. -6- ARTICLE 1: Homeowner’s Letter of Agreement and Attorney’s Letter of Acknowledgment Are Attached as Exhibits 1.1 Attached as Exhibit A and made part of this Lease by reference are a Letter of Agreement from the Homeowner, describing the Homeowner’s understanding and acceptance of this Lease (including the parts of the Lease that affect the resale of the Home), and a Letter of Acknowledgment from the Homeowner’s attorney, describing the attorney’s review of the Lease with the Homeowner. ARTICLE 2: Leasing of Rights to the Land 2.1 NWCSA hereby leases to Homeowner, and Homeowner hereby accepts, the right and associated responsibilities to possess, occupy and use the Leased Land in accordance with the terms of this Lease. Supported by current title report, if any, obtained by NWCSA for the Leased Land, NWCSA and Homeowner accept title to the Leased Land in its condition “as is” as of the signing of this Lease. ARTICLE 3: Term of Lease, Change of Land Owner 3.1 Lease shall remain in effect for the life of the Homeowner, or 98 years, whichever is longer, beginning on the _____ day of ________, 2024, and ending on the _____ day of _________, 2122 unless ended sooner or renewed. 3.2 Homeowner or a duly authorized successor may initiate a renewal of this Lease for an additional term of 98 years. In the alternative, NWCSA may give Homeowner written “Expiration Notice” that states the date of the expiration of the first 98-year period and if applicable, conditions for renewal as set forth in the following paragraph. The Expiration Notice shall also describe any changes that NWCSA intends to make in the Lease for the renewal period. Homeowner shall have the right to renew the Lease if within 60 days of receipt of the Expiration Notice, the Homeowner shall give NWCSA written “Renewal Notice” stating the Homeowner’s desire to renew under terms offered by NWCSA and Homeowner shall not be in default. If Homeowner has exercised the option to renew, the parties shall sign a memorandum stating that the option has been exercised as stated in Section 14.12 below. NWCSA shall record this memorandum in accordance with the requirements of law promptly after the beginning of the renewal period. 3.3 If ownership of the Leased Land is ever transferred by NWCSA to any other person or institution, this Lease shall remain binding on the new landowner as well as the Homeowner. If NWCSA agrees to transfer the Leased Land to any person or institution other than a nonprofit corporation, charitable trust, government agency or other similar institution sharing the goals described in the Recitals above, the Homeowner shall have a right of first refusal to purchase the Leased Land. The details of this right shall be as stated in the attached Exhibit E: First Refusal. Any sale or other transfer contrary to this Section 3.3 shall be null and void. -7- ARTICLE 4: Use of Leased Land 4.1 Homeowner shall use, and limit others to use, the Home and Leased Land only for residential purposes and other activities related to residential use permitted by local zoning law. Use of the Leased Land may be further limited by the restrictions described in the attached Exhibit F: Conditions, Covenants, and Restrictions. 4.2 Homeowner shall use the Home and Leased Land in a way that will not cause harm to others or create any public nuisance. Homeowner shall dispose of all waste in a safe and sanitary manner. Homeowner shall maintain all parts of the Home and Leased Land in a safe, sound and habitable condition, in full compliance with all laws and regulations, and in the condition that is required to maintain the insurance coverage required by Section 9.4 of this Lease. 4.3 Homeowner shall be responsible for the proper use of the Home and Leased Land by all residents and visitors and anyone else using the Leased Land with Homeowner’s permission, advising all such people of the restrictions on use set forth in this Lease. 4.4 Homeowner shall occupy the Home for at least 12 months of each year of this Lease, unless otherwise agreed by NWCSA. Occupancy by a Homeowner’s child, spouse or other persons approved by NWCSA shall be considered occupancy by the Homeowner. Neither compliance with the occupancy requirement nor NWCSA’s permission for an extended period of non-occupancy constitutes permission to sublease the Leased Land and Home, which is addressed in Section 4.5 below. 4.5 Except as otherwise provided in Article 8 and Article 10, Homeowner shall not sublease, sell or otherwise convey any of Homeowner’s rights under this Lease, for any period of time, without the written consent of NWCSA. Homeowner agrees that NWCSA shall have the right to withhold such consent in order to further the purposes of this Lease. Any permission by NWCSA for a sublease shall be subject to the following: (a) Any sublease shall be subject to all of the terms of this Lease. (b) The rental or occupancy fee charged the tenant shall not be more than the amount of the Ground Lease Fee charged the Homeowner by NWCSA, plus an amount approved by NWCSA to cover Homeowner’s costs in owning the Home, including but not limited to the cost of taxes, insurance and mortgage payment. Any rentals must be for more than 30 days. (c) The Tenant occupying the Home under an approved sublease must be approved by NWCSA as a potentially Eligible Person. Such approval ensures that the Home continues to be occupied by an Eligible Person. (d) Any funding related restrictions and/or city zoning or permit(s) or ordinance(s) 4.6 Homeowner has the right to quiet enjoyment of the Leased Land. NWCSA has no desire or intention to interfere with the personal lives, associations, expressions, or actions of the Homeowner in any way not permitted by this Lease. -8- 4.7 NWCSA may inspect any part of the Home or Leased Land, at any reasonable time, after notifying the Homeowner at least 48 hours before the planned inspection. In an emergency, NWCSA may inspect any part of the Home or Leased Land after making reasonable effort to inform the Homeowner before the inspection. If NWCSA has received an Intent-to-Sell Notice (as described in Section 10.4 below), then NWCSA has the right to inspect the interiors of all fully enclosed buildings to determine their condition prior to the sale after notifying the Homeowner at least 48 hours before the planned inspection. ARTICLE 5: Fees 5.1 AMOUNT OF FEES: The Homeowner shall pay a monthly Lease Fee in an amount equal to Fifty Dollars ($50.00) to be paid in return for the continuing right to possess, occupy and use the Leased Land. 5.2 The Lease Fee shall be payable to NWCSA on the first day of each month for as long as this Lease remains in effect, unless the Lease Fee is to be escrowed and paid by a Permitted Mortgagee, in which case payment shall be made as directed by the Mortgagee. 5.3 NWCSA may, in its sole discretion, reduce or suspend the total amount of the Fees due for a period of time for the purpose of improving the affordability of the monthly housing costs. Any such reduction or suspension by NWCSA must be in writing. 5.4 If, for any reason, the provisions of Article 10 regarding transfers of the Home or Sections 4.4 and 4.5 regarding occupancy and subleasing are suspended or invalidated for any period of time, then the Ground Lease Fee described in Section 5.1(a) shall be increased to an amount calculated by NWCSA to equal the fair rental value of the Leased Land for use not restricted by the suspended provisions. Such increase shall become effective upon NWCSA’s written notice to Homeowner, provided that the amount of the Ground Lease Fee does not exceed the fair rental value of the Leased Land. 5.5 In order to keep the Lease Fee reasonably current, the amount specified in Article 5.1 may be increased by as much as $12.00 (twelve dollars and 00/100), or $1.00 (one dollar and 00/100) for each month of the year. At which point NWCSA elects to increase the Lease Fee per these terms, all homeowners with an executed Ground Lease with NWCSA will be subject to the increase in Lease Fee. NWCSA must provide 12 months notice to any increase in Ground Lease fee. In no event may the monthly Lease Fee exceed one percent (1%) of the appraised value of the Leased Land and Home. 5.6 NWCSA shall retain a priority claim for any amount of payable Fees unpaid when the Home is sold. The outstanding amount of payable Fees and interest shall be paid to NWCSA out of any proceeds from the sale otherwise due to Homeowner. NWCSA shall have, and Homeowner consents to, a lien upon the Home for any unpaid Fees. Such lien claim shall be prior to all other liens and encumbrances on the Home except (a) liens and encumbrances recorded before the recording of this Lease, (b) Permitted Mortgages as defined in Section 8.1 below, and (c) liens for real property taxes and other governmental assessments or charges against the Home. ARTICLE 6: Taxes and Assessments -9- 6.1 Homeowner shall pay directly, when due, all taxes and governmental or utility assessments that relate to the Home and the Leased Land (including any taxes relating to NWCSA’s interest in the Leased Land). 6.2 In the event that the local taxing authority bills NWCSA for any portion of the taxes on the Home or Leased Land, NWCSA shall notify Homeowner of any taxes due and Homeowner shall promptly pay this bill. 6.3 Homeowner shall have the right to contest the amount or validity of any taxes relating to the Home and Leased Land. Upon receiving a reasonable request from Homeowner for assistance in this matter, NWCSA shall join in contesting such taxes. All costs of such proceedings shall be paid by the Homeowner. 6.4 In the event Homeowner fails to pay the taxes or other charges described in Section 6.1 above, NWCSA may increase Homeowner’s Ground Lease Fee to offset all unpaid taxes and charges owed by Homeowner. Upon collecting any such amount, NWCSA shall pay the amount collected to the taxing authority in a timely manner. ARTICLE 7: The Home 7.1 All structures, including the house, utilities, fixtures, permanently installed equipment and other improvements purchased, constructed, or installed by the Homeowner at any time during the Lease term (collectively, the “Home”) shall be the property of the Homeowner. Title to the Home shall be and remain vested in the Homeowner, except as limited by provisions of this Lease and NWCSA’s option to purchase the Home. In addition, Homeowner shall not remove any part of the Home from the Leased Land without NWCSA’s prior written consent. 7.2 Homeowner is simultaneously purchasing the Home located at that time on the Leased Land as described in the Warranty Deed (Exhibit C). In the event the Home has yet to be constructed, the Homeowner shall sign the Lease and simultaneously enter into a Construction Contract to build a Home to be located on the Leased Land 7.3 Any construction in connection with the Home is permitted only if the following requirements are met: (a) all costs shall be paid by the Homeowner; (b) all construction shall be performed in a professional manner and shall comply with all applicable laws and regulations; (c) all changes in the Home shall be consistent with the permitted uses described in Article 4; (d) the footprint, square footage, or height of the house shall not be increased, the number of bedrooms shall not be decreased, and new structures shall not be built or installed on the Leased Land without the prior written consent of NWCSA. For any construction requiring NWCSA’s prior written consent, Homeowner shall submit a written request to NWCSA. Such request shall include: (a) set of drawings (floor plan and elevations) of the proposed construction; (b) list of the necessary materials, with quantities needed; and, -10- (c) statement of who will do the work and evidence of contract for the same. If NWCSA finds it needs additional information, it shall request such information from Homeowner within two weeks of receipt of Homeowner’s request. NWCSA then, within two weeks of receiving all necessary information (including any additional information it may have requested), shall give Homeowner either its written consent or a written statement of its reasons for not consenting. Before construction can begin, Homeowner shall provide copies of all necessary building permits, if not previously provided. 7.4 No lien of any type shall attach to NWCSA’s title to the Leased Land. Homeowner shall not permit any statutory or similar lien to be filed against the Leased Land or the Home which remains more than 60 days after it has been filed. Homeowner shall take action to discharge such lien, whether by means of payment, deposit, bond, court order, or other means permitted by law. If Homeowner fails to discharge such lien within the 60-day period, then Homeowner shall immediately notify NWCSA of such failure. NWCSA shall have the right to discharge the lien by paying the amount in question. Homeowner may, at Homeowner’s expense, contest the validity of any such asserted lien, provided Homeowner has furnished a bond or other acceptable surety in an amount sufficient to release the Leased Land from such lien. Any amounts paid by NWCSA to discharge such liens shall be treated as an additional Ground Lease Fee payable by Homeowner upon demand. 7.5 Homeowner hereby assumes responsibility for establishing and/or maintaining all services, utilities or facilities on the Leased Land, including but not limited to heat, electricity, air conditioning, water and waste water treatment. NWCSA shall not be required to furnish any services, utilities or facilities or to make any repairs to the Home. Homeowner shall maintain the Home and Leased Land as required by Section 4.2 above and shall see that all necessary repairs and replacements are accomplished when needed. 7.6 Upon the expiration or termination of this Lease, ownership of the Home shall revert to NWCSA. Upon thus assuming title to the Home, NWCSA shall promptly pay an amount up to the Purchase Option Price to the Homeowner and Permitted Mortgagee(s), as follows: (a) First, pay any Permitted Mortgagee(s) the full amount owed by mortgagee to such mortgagee(s) by Homeowner in so far as that amount does not exceed the Purchase Option Price. In no event shall the total amount that NWCSA is required to pay Permitted Mortgagees be greater than the Purchase Option Price. (b) Second, pay the Homeowner the balance of the Purchase Option Price calculated in accordance with Article 10 below, as of the time of reversion of ownership, less the total amount of any unpaid Fees and any other amounts owed to NWCSA under the terms of this Lease. The Homeowner shall be responsible for any costs necessary to clear any additional liens or other charges related to the Home which may be assessed against the Home. If the Homeowner fails to clear such liens or charges, the balance due the Homeowner shall also be reduced by the amount necessary to release such liens or charges, including reasonable attorneys’ fees incurred by NWCSA. -11- ARTICLE 8: Financing 8.1 Homeowner may mortgage the Home only with the prior written permission of NWCSA. Any mortgage or deed of trust permitted in writing by NWCSA is defined as a Permitted Mortgage, and the holder of such a mortgage or deed of trust is defined as a Permitted Mortgagee. 8.2 By signing this Lease, NWCSA gives written permission for any mortgage signed by the Homeowner effective on the day this Lease is signed for the purpose of financing Homeowner’s purchase of the Home. 8.3 If, at any time after signing the Lease, Homeowner seeks a loan secured by a mortgage on the Home, including refinance of an existing Permitted Mortgage or subordinate mortgage for any other purpose, Homeowner must inform NWCSA, in writing, of the proposed terms and conditions of such mortgage loan at least 15 business days prior to the expected closing of the loan. Information to be provided must include: (a) name of the proposed lender; (b) Homeowner’s reason for requesting the loan; (c) principal amount of the proposed loan and resulting aggregate mortgage debt; (d) expected closing costs; (e) the rate of interest; (f) the repayment schedule; and (g) a copy of the appraisal commissioned in connection with the loan request, if any. NWCSA shall have full discretion to require additional information prior to approval. It may withhold consent for any subsequent mortgage which will increase secured debt above 90% of the Purchase Option Price identified in Article 10 or otherwise threatens the interests of Homeowner or NWCSA. 8.4 NWCSA shall be required to permit any mortgage for which the mortgagee has signed a “Standard Permitted Mortgage Agreement” as set forth in Exhibit D: Permitted Mortgages, Part C, and for which the loan secured thereby does not increase Homeowner’s total mortgage debt to an amount greater than 90% of the then current Purchase Option Price, calculated in accordance with Article 10 below. 8.5 Any Permitted Mortgagee shall be bound by each of the requirements stated in Exhibit D: Permitted Mortgages, Part A, Obligations of Permitted Mortgagee, which is made a part of this Lease by reference, unless the particular requirement is removed, contradicted or modified by a Rider to this Lease signed by the Homeowner and NWCSA to modify the terms of the Lease during the term of the Permitted Mortgage. -12- 8.6 Any Permitted Mortgagee shall have all of the rights and protections stated in Exhibit D: Permitted Mortgages, Part B, Rights of Permitted Mortgagee, which is made a part of this Lease by reference. 8.7 Homeowner and NWCSA recognize that it is contrary to the purposes of this agreement if Homeowner should receive more than the Purchase Option Price negotiated prior to execution of this Lease. Homeowner acknowledges this limitation on return and in the event of sale, foreclosure, or other conveyance of the Home and Leasehold interests, Homeowner hereby irrevocably assigns to NWCSA all net proceeds of sale of the Home that would otherwise have been payable to Homeowner and that exceed the amount of net proceeds that Homeowner would have received if the property had been sold for the Purchase Option Price, calculated as described in Section 10.8 below. Homeowner authorizes and instructs the Permitted Mortgagee, or any party conducting any sale, to pay such excess amount directly to NWCSA. If, for any reason, such excess amount is paid to Homeowner, Homeowner hereby agrees to promptly pay such amount to NWCSA. ARTICLE 9: Liability and Insurance 9.1 Homeowner assumes all responsibility and liability related to Homeowner’s possession, occupancy and use of the Leased Land. 9.2 Homeowner shall defend, indemnify and hold NWCSA harmless against all liability and claims of liability for injury or damage to person or property from any cause on or about the Leased Land. Homeowner waives all claims against NWCSA for injury or damage on or about the Leased Land. However, NWCSA shall remain liable for injury or damage due to the grossly negligent or intentional acts or omissions of NWCSA or NWCSA’s agents or employees. 9.3 In the event NWCSA shall be required to pay any sum that is the Homeowner’s responsibility or liability, the Homeowner shall reimburse NWCSA for such payment and for reasonable expenses caused thereby. 9.4 Homeowner shall, at Homeowner’s expense, keep the Home continuously insured against all risks of physical loss for the full replacement value of the Home, and in any event in an amount that will not incur a coinsurance penalty. The amount of such insured replacement value must be approved by NWCSA prior to the commencement of the Lease and shall be reviewed at least every two years. The Homeowner shall keep the NWCSA as a named insured. 9.5 Should the Home lie in a flood hazard zone as defined by the National Flood Insurance Plan, the Homeowner shall keep in full force and effect flood insurance in the maximum amount available. 9.6 As provided below, in the event of fire or other damage to the Home, the Homeowner shall take all steps necessary to assure the repair of such damage and the restoration of the Home to its condition immediately prior to the damage. All such repairs and restoration shall be completed as promptly as possible. The Homeowner shall also promptly take all steps necessary to assure that the Leased Land is safe and that the damaged Home does not constitute a danger to persons or property. -13- If the Homeowner, based on professional estimates, determines either (a) that full repair and restoration is physically impossible, or (b) that the available insurance proceeds will pay for less than the full cost of necessary repairs and that the Homeowner cannot otherwise afford to cover the balance of the cost of repairs, then the Homeowner shall notify NWCSA of this problem, and NWCSA may then help to resolve the problem. Methods used to resolve the problem may include efforts to increase the available insurance proceeds, efforts to reduce the cost of necessary repairs, efforts to arrange affordable financing covering the costs of repair not covered by insurance proceeds, and any other methods agreed upon by both the Homeowner and NWCSA. If the Homeowner and NWCSA cannot agree on a way of restoring the Home in the absence of adequate insurance proceeds, then the Homeowner may give NWCSA written notice of intent to terminate the Lease. The date of actual termination shall be no less than sixty (60) days after the date of the Homeowner’s notice of intent to terminate. Upon termination any insurance proceeds payable to the Homeowner for damage to the Home shall be paid as follows: 1. To expenses of their collection; 2. To any Permitted Mortgagee(s), to the extent required by Permitted Mortgage(s); 3. To the expenses of enclosing or razing the remains of the Home and clearing debris; 4. To the NWCSA for any amounts owed under this Lease; 5. To the Homeowner, up to an amount equal to the Purchase Option Price as of the day prior to the loss, less any amounts paid with respect to the second, third, and fourth clauses above; and 6. The balance, if any, to NWCSA. 9.7 If all the Leased Land is taken by eminent domain or otherwise for public purposes, or if so much of the Leased Land is taken that the Home is lost or damaged beyond repair, the Lease shall terminate as of the date when the Homeowner is required to give up possession of the Leased Land. Upon such termination, the entire amount of any award(s) paid shall be allocated in the way described above in Article 9.6 for insurance proceeds. In the event of a taking of a portion of the Leased Land that does not result in damage to the Home or significant reduction in the usefulness or desirability of the Leased Land for residential purposes, then any monetary compensation for such taking shall be allocated entirely to NWCSA. In the event of a taking of a portion of the Leased Land that results in damage to the Home only to such an extent that the Home can reasonably be restored to a residential use consistent with this Ground Lease, then the damage shall be treated as damage is treated in Article 9.6 above, and monetary compensation shall be allocated as insurance proceeds are to be allocated under Article 9.6. -14- In the event of any taking that reduces the size of the Leased Land but does not result in the termination of the Lease, NWCSA shall reassess the fair rental value of the remaining Land and shall adjust the Lease Fee if necessary to assure that the monthly fee does not exceed the monthly fair rental value of the Land for use as restricted by the Lease. 9.8 If this Lease is terminated as a result of damage, destruction or taking, NWCSA shall take reasonable steps to allow the Homeowner to purchase another home on another parcel of leased land owned by NWCSA if such home can reasonably be made available. If the Homeowner purchases such a home, the Homeowner agrees to contribute any proceeds or award received by the Homeowner to the purchase of the home. The Homeowner understands that there are numerous reasons why it may not be possible to make such a home available and shall have no claim against NWCSA if such a home is not made available. ARTICLE 10: Transfer of the Home 10.1 Homeowner purchased the Home at a below market price and the Homeowner and NWCSA agree that the provisions of this Article 10 are intended to preserve the affordability of the Home for future Eligible Persons and expand access to homeownership opportunities for such households. 10.2 Homeowner may transfer the Home only to NWCSA or, at its option, to an Eligible Person meeting NWCSA eligibility requirements and approved by NWCSA as explicitly permitted by the provisions of this Article 10. All such transfers are to be completed only in strict compliance with this Article 10. Any purported transfer that does not follow the procedures set forth below, except in the case of a transfer to a Permitted Mortgagee in lieu of foreclosure, shall be null and void. 10.3 If the Homeowner dies (or if the last surviving co-owner of the Home dies), the executor or personal representative of the Homeowner’s estate shall notify NWCSA within ninety (90 days) of the date of the death. Upon receiving such notice, the NWCSA shall consent to a transfer of the Home and the Homeowner’s rights to the Leased Land to one or more of the possible heirs of the Homeowner listed below as “a”, “b”, “c” or “d” provided that a Letter of Agreement and a Letter of Attorney’s Acknowledgment (as described in Article 1 above) are submitted to NWCSA to be attached to the Lease when it is transferred to the heirs. a) the spouse of the Homeowner; or b) domestic partner (also to be listed on ground lease); or c) child(ren) of the Homeowner, or d) other relative permanently residing on the Leasehold Property Any other heirs, legatees or devisees of the Homeowner, in addition to submitting Letters of Agreement and Attorney’s Acknowledgement as provided above, must demonstrate to the NWCSA’s satisfaction that they are Income-Qualified Persons as defined above. If they cannot demonstrate that they are Income-Qualified Persons, they shall not be entitled to possession of the Home but must transfer the Home in accordance with the provisions of this Article 10. -15- 10.4 In the event that Homeowner wishes to sell the Home, Homeowner shall notify NWCSA, in writing, of such wish (the Intent-to-Sell Notice). 10.5 Upon receipt of an Intent-to-Sell Notice from Homeowner, NWCSA shall have the option to purchase the Home at the Purchase Option Price calculated as set forth below. The Purchase Option is designed to further the purpose of preserving the affordability of the Home for succeeding Eligible Persons while taking fair account of the investment by the Homeowner. If NWCSA elects to purchase the Home, NWCSA shall exercise the Purchase Option by notifying Homeowner, in writing, of such election (the Notice of Exercise of Option) within 60 days of the receipt of the Intent-to-Sell Notice, or the Option shall expire. Having given such notice, NWCSA may either proceed to purchase the Home directly or may assign the Purchase Option to an Eligible Person. The purchase (by NWCSA or NWCSA’s assignee) must be completed within 90 days of NWCSA’s Notice of Exercise of Option, or Homeowner may sell the Home and Homeowner’s rights to the Leased Land as provided in Section 10.7 below. The time permitted for the completion of the purchase may be extended by mutual agreement of NWCSA and Homeowner. 10.6 If the Purchase Option has expired or if NWCSA has failed to complete the purchase within the 90-day period allowed by Section 10.5 above, Homeowner may sell the Home to any Eligible Person for not more than the then applicable Purchase Option Price. If Homeowner has made diligent efforts to sell the Home for at least 6 months after the expiration of NWCSA’s Purchase Option (or 6 months after the expiration of such 90-day purchase option period) and the Home is still not under contract, Homeowner may then sell the Home, for a price no greater than the then applicable Purchase Option Price, to any party regardless of whether that party is an Eligible Person. 10.7 If NWCSA does not exercise its option and complete the purchase of the Home as described above, and if Homeowner (a) is not then residing in the Home and (b) continues to hold the Home out for sale but is unable to locate a buyer and execute a binding purchase and sale agreement within one year of the date of the Intent to Sell Notice, Homeowner does hereby appoint NWCSA as its attorney in fact to seek a buyer, negotiate a reasonable price that furthers the purposes of this Lease, sell the Home, and pay to the Homeowner the proceeds of sale, minus NWCSA’s costs of sale and any other sums owed NWCSA by Homeowner. 10.8 In no event may the Home be sold for a price that exceeds the Purchase Option Price, defined as the Formula Price calculated in accordance with Section 10.10 below. 10.9 The Formula Price shall be equal to: 1. The amount of the Homeowner’s Base Price, plus 2. 30% of the appreciated homes value, plus 3. Credit for items qualifying under the Added Value for Improvements Policy, if any, which shall be calculated in accordance with NWCSA’s Qualified Capital Improvements Policy. -16- 10.10 NWCSA shall issue a new Lease to any person who purchases the Home in accordance with the terms of this Article 10. The terms of such Lease shall be the same as those of new Leases issued to Homebuyers at that time for land not previously leased by NWCSA. 10.11 The selling Homeowner agrees to pay NWCSA an administrative fee of 2% of the Purchase Option Price in order to compensate NWCSA for carrying out its responsibilities with regard to the transaction(s). Said fee may be subtracted from Homeowner’s proceeds at time of sale. 10.12 The Homeowner is required to make necessary repairs upon any voluntary transfers of the Home as follows: (a) The person purchasing the Home (“Buyer”) shall, prior to purchasing the Home, hire at their sole expense a building inspector with a current Home Inspector license to assess the condition of the Home and prepare a written report of the condition (“Inspection Report”). The Homeowner shall cooperate fully with the inspection. (b) The Buyer shall provide a copy of the Inspection Report to Buyer’s lender (if any), the Homeowner, and NWCSA within 10 days after receiving the Inspection Report. (c) Homeowner shall repair specific reported defects or conditions required by the Buyer’s lender or as necessary to bring the Home into full compliance with Sections 4.2 and 7.5 above prior to transferring the Home. (d) Homeowner shall bear the full cost of the necessary repairs and replacements. However, upon Homeowner’s written request, NWCSA may allow the Homeowner to pay all or a portion of the repair costs after transfer, from Homeowner’s proceeds of sale, if Homeowner cannot afford to pay such costs prior to the transfer. ARTICLE 11: DEFAULT 11.1 It shall be an event of default if Homeowner fails to pay the Fee or other charges required by the terms of this Lease and such failure is not cured by Homeowner or a Permitted Mortgagee within 60 days after notice of such failure is given by NWCSA to Homeowner and Permitted Mortgagee. 11.2 It shall be an event of default if Homeowner fails to abide by any other requirement or restriction stated in this Lease, and such failure is not cured by Homeowner or a Permitted Mortgagee within 60 days after notice of such failure is given by NWCSA to Homeowner and Permitted Mortgagee. However, if Homeowner or Permitted Mortgagee, in NWCSA’s sole judgment, has made a good faith effort to cure such default within the 60-day cure period and is continuing such cure with due diligence but cannot complete the cure within the 60-day cure period, NWCSA may extend the cure period for as much additional time as may be reasonably required to complete the cure. 11.3 A default (uncured violation) gives NWCSA the right to terminate the Lease or exercise its purchase option. -17- (a) Termination: In the case of any of the events of default described above, NWCSA may terminate this lease and initiate summary proceedings under applicable law against Homeowner, and NWCSA shall have all the rights and remedies consistent with such laws and resulting court orders to enter the Leased Land and Home and repossess the entire Leased Land and Home and expel Homeowner and those claiming rights through Homeowner. In addition, NWCSA shall have such additional rights and remedies to recover from Homeowner arrears of rent and damages from any preceding breach of any covenant of this Lease. If this Lease is terminated by NWCSA pursuant to an event of default, then, as provided in Section 7.7 above, upon thus assuming title to the Home, NWCSA shall pay to Homeowner and any Permitted Mortgagee an amount equal to the Purchase Option Price calculated in accordance with Section 10.8 above, as of the time of reversion of ownership, less the total amount of any unpaid Ground Lease Fee and any other amounts owed to NWCSA under the terms of this Lease and all reasonable costs (including reasonable attorneys’ fees) incurred by NWCSA in pursuit of its remedies under this Lease. (b) Exercise of Option: In the case of any of the events of default described above, Homeowner hereby grants to the Housing Trust (or its assignee) the option to purchase the Home for the Purchase Option Price as such price is defined in Article 10 above. Within sixty (60) days after the expiration of any applicable cure period as established in Sections 11.1 or 11.2 above, NWCSA shall notify the Homeowner and the Permitted Mortgagee(s) of its decision to exercise its option to purchase under this Section 11.3(b). Not later than ninety (90) days after the Housing Trust gives notice to the Homeowner of the Housing Trust’s intent to exercise its option under this Section 11.3(b), the Housing Trust or its assignee shall purchase the Home for the Purchase Option Price. 11.4 NWCSA shall in no event be in default in the performance of any of its obligations under the Lease unless and until NWCSA has failed to perform such obligations within 60 days, or such additional time as is reasonably required to correct any default, after notice by Homeowner to NWCSA properly specifying NWCSA’s failure to perform any such obligation. ARTICLE 12: MEDIATION AND ARBITRATION 12.1 Nothing in this Lease shall be construed as preventing the parties from utilizing any process of mediation or arbitration in which the parties agree to engage for the purpose of resolving a dispute. 12.2 Homeowner and NWCSA shall each pay one-half (50%) of any costs incurred in carrying out mediation or arbitration in which the parties have agreed to engage. ARTICLE 13: GENERAL PROVISIONS 13.1 Whenever this Lease requires either party to give notice to the other, the notice shall be given in writing and delivered in person or mailed, by certified or registered mail, return receipt requested, to the party at the address set forth below, or such other address designated by like written notice: If to NWCSA: __________________________________ -18- If to Homeowner: ________________________________________. All notices, demands and requests shall be effective upon being deposited in the United States Mail or, in the case of personal delivery, upon actual receipt. 13.2 Homeowner warrants that Homeowner has not dealt with any real estate broker other than __________________ in connection with the purchase of the Home. If any claim is made against NWCSA regarding dealings with brokers other than _________________, Homeowner shall defend NWCSA against such claim with counsel of NWCSA’s selection and Homeowner shall reimburse NWCSA for any loss, cost or damage that may result from such claim. 13.3 If any part of this Lease is unenforceable or invalid, such material shall be read out of this Lease and shall not affect the validity of any other part of this Lease or give rise to any cause of action of Homeowner or NWCSA against the other, and the remainder of this Lease shall be valid and enforced to the fullest extent permitted by law. It is the intention of the parties that NWCSA’s Option to Purchase and all other rights of both parties under this Lease shall continue in effect for the full term of this Lease and any renewal thereof and shall be considered to be coupled with an interest. 13.4 If the provisions of the Purchase Option set forth in Article 10 of this Lease shall, for any reason, become unenforceable, NWCSA shall nevertheless have a right of first refusal to purchase the Home at the highest documented bona fide purchase price offer made to Homeowner. Such right shall be as specified in Exhibit E: First Refusal. Any sale or transfer contrary to this section, when applicable, shall be null and void. 13.5 WAIVER: The waiver by NWCSA at any time of any requirement or restriction in this Lease, or the failure of NWCSA to take action with respect to any breach of any such requirement or restriction, shall not be deemed to be a waiver of such requirement or restriction with regard to any subsequent breach of such requirement or restriction, or of any other requirement or restriction in the Lease. NWCSA may grant waivers in the terms of this Lease, but such waivers must be in writing and signed by NWCSA before being effective. The subsequent acceptance of Ground Lease Fee payments by NWCSA shall not be deemed to be a waiver of any preceding breach by Homeowner of any requirement or restriction in this Lease, other than the failure of the Homeowner to pay the particular Lease Fee so accepted, regardless of NWCSA’s knowledge of such preceding breach at the time of acceptance of such Ground Lease Fee payment. 13.6 NWCSA shall have the right, but shall have no obligation, to prosecute or defend, in its own or the Homeowner’s name, any actions or proceedings appropriate to the protection of its own or Homeowner’s interest in the Leased Land. Whenever requested by NWCSA, Homeowner shall give NWCSA all reasonable aid in any such action or proceeding. 13.7 Whenever in this Lease a pronoun is used it shall be construed to represent either the singular or the plural, masculine or feminine, as the case shall demand. -19- 13.8 The headings, subheadings and table of contents appearing in this Lease are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms or conditions of this Lease. 13.9 This Lease sets forth the entire agreement between NWCSA and Homeowner with respect to the leasing of the Land; it is binding upon and inures to the benefit of these parties and, in accordance with the provisions of this Lease, their respective successors in interest. This Lease may be altered or amended only by written notice executed by NWCSA and Homeowner or their legal representatives or, in accordance with the provisions of this Lease, their successors in interest. 13.10 This Lease shall be interpreted in accordance with and governed by the laws of the State of Wisconsin. The language in all parts of this Lease shall be, in all cases, construed according to its fair meaning and not strictly for or against NWCSA or Homeowner. 13.11 The parties agree, as an alternative to the recording of this Lease, to execute a so-called Notice of Lease or Short Form Lease in form recordable and complying with applicable law and reasonably satisfactory to NWCSA’s attorneys. In no event shall such document state the rent or other charges payable by Homeowner under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease and is not intended to vary the terms and conditions of this Lease. -20- IN WITNESS WHEREOF, the parties have executed this Lease at _____________ on the day and year first above written. NWCSA, Inc. _________________________________ Subscribed and sworn to before me this ____ day of _________________, 2024. _________________________________ Notary Public My commission expires on ____/____/________. Homeowner: _____________________________ Subscribed and sworn to before me this ____ day of _________________, 2026. _________________________________ Notary Public My commission expires on ____/____/________. [signatures must be notarized] -21- Exhibit A HOMEOWNER’S LETTER OF AGREEMENT AND ATTORNEY’S LETTER OF ACKNOWLEDGMENT Homeowner’s Letter of Agreement Date: June _____, 2026 This letter is given to NWCSA, Inc. NWCSA) to become an exhibit to a Lease between NWCSA and me. I will be leasing a parcel of land from NWCSA and will be buying the home that sits on that parcel of land. I will therefore become what is described in the Lease as a “the Homeowner.” My legal counsel, ________________, has explained to me the terms and conditions of the Lease and other legal documents that are part of this transaction. I understand the way these terms and conditions will affect my rights as a NWCSA homeowner, now and in the future. In particular, I understand and agree with the following points. One of the goals of NWCSA is to keep NWCSA homes affordable for Eligible Persons from one NWCSA homeowner to the next. I support this goal as a NWCSA homeowner and member of the NWCSA community. The terms and conditions of my Lease will keep my home affordable for future such Eligible Persons (as defined in the Lease). If and when I want to sell my home, the lease requires that I sell it either to NWCSA or to another Eligible Person. The terms and conditions of the lease also limit the price for which I can sell the home, in order to keep it affordable for such Eligible Persons. It is also a goal of NWCSA to promote resident ownership of NWCSA homes. For this reason, my Lease requires that, if I and my family move out of our home permanently, we must sell it. We cannot continue to own it as absentee owners. I understand that I can leave my home to my child or children or other members of my household and that, after my death, they can own the home for as long as they want to live in it and abide by the terms of the Lease, or they can sell it on the terms permitted by the Lease. As a NWCSA homeowner, it is my desire to see the terms of the Lease and related documents honored. I consider these terms fair to me and to others. Sincerely, _____________________________ -22- Letter of Attorney’s Acknowledgment Date: ____________ I, ________________, have been independently employed by _________________ (hereinafter “the Client”) who intends to purchase a house and other improvements (the “Home”) on land to be leased from NWCSA. The house and land are located at__________________________________. In connection with the contemplated purchase of the Home and the leasing of the land, I reviewed with the Client the following documents: a) this Letter of Attorney’s Acknowledgment and a Letter of Agreement from the Client; b) a proposed Deed conveying the Home to the Client; c) a proposed Ground Lease conveying the “Leased Land” to the Client; d) other written materials provided by NWCSA. The Client has received full and complete information and advice regarding this conveyance and the foregoing documents. In my review of these documents my purpose has been to reasonably inform the Client of the present and foreseeable risks and legal consequences of the contemplated transaction. The Client is entering the aforesaid transaction in reliance on her own judgment and upon her investigation of the facts. The advice and information provided by me was an integral element of such investigation. Signature Attorney Reg. Number ___________________________ -23- Exhibit B THE LEASED LAND -24- Exhibit C DEED TO IMPROVEMENTS ONLY Exhibit separately attached. -25- Exhibit D PERMITTED MORTGAGES The rights and provisions set forth in this Exhibit shall be understood to be provisions of Section 8.2 of the Lease. All terminology used in this Exhibit shall have the meaning assigned to it in the Lease. A. OBLIGATIONS OF PERMITTED MORTGAGEE. Any Permitted Mortgagee shall be bound by each of the following requirements unless the particular requirement is removed, contradicted or modified by a rider to this Lease signed by the Homeowner and NWCSA to modify the terms of the Lease during the term of the Permitted Mortgage. 1. If Permitted Mortgagee sends a notice of default to the Homeowner because the Homeowner has failed to comply with the terms of the Permitted Mortgage, the Permitted Mortgagee shall, at the same time, send a copy of that notice to NWCSA. Upon receiving a copy of the notice of default and within that period of time in which the Homeowner has a right to cure such default (the “cure period”), NWCSA shall have the right to cure the default on the Homeowner’s behalf, provided that all current payments due the Permitted Mortgagee since the notice of default was given are made to the Permitted Mortgagee. 2. If, after the cure period has expired, the Permitted Mortgagee intends to accelerate the note secured by the Permitted Mortgage or begin foreclosure proceedings under the Permitted Mortgage, the Permitted Mortgagee shall first notify NWCSA of its intention to do so, and NWCSA shall then have the right, upon notifying the Permitted Mortgagee within sixty (60) days of receipt of such notice, to acquire the Permitted Mortgage by paying off the debt secured by the Permitted Mortgage. 3. If the Permitted Mortgagee acquires title to the Home through foreclosure or acceptance of a deed in lieu of foreclosure, the Permitted Mortgagee shall give NWCSA written notice of such acquisition and NWCSA shall then have an option to purchase the Home from the Permitted Mortgagee for the full amount owing to the Permitted Mortgagee under the Permitted Mortgage. To exercise this option to purchase, NWCSA must give written notice to the Permitted Mortgagee of NWCSA’s intent to purchase the Home within sixty (60) days following NWCSA’s receipt of the Permitted Mortgagee’s notice. NWCSA must then complete the purchase of the Home within ninety (90) days of having given written notice of its intent to purchase. If NWCSA does not complete the purchase within this 90 -day period, the Permitted Mortgagee shall be free to sell the Home to another person. 4. Nothing in the Permitted Mortgage or related documents shall be construed as giving Permitted Mortgagee a claim on NWCSA’s interest in the Leased Land, or as assigning any form of liability to NWCSA with regard to the Leased Land, the Home, or the Permitted Mortgage. 5. Nothing in the Permitted Mortgage or related documents shall be construed as rendering NWCSA or any subsequent Mortgagee of NWCSA’s interest in this Lease, or their respective heirs, executors, successors or assigns, personally liable for the payment of the debt secured by the Permitted Mortgage or any part thereof. -26- 6. The Permitted Mortgagee shall not look to NWCSA or NWCSA’s interest in the Leased Land, but will look solely to Homeowner, Homeowner’s interest in the Leased Land, and the Home for the payment of the debt secured thereby or any part thereof. (It is the intention of the parties hereto that NWCSA’s consent to such Permitted Mortgage shall be without any liability on the part of NWCSA for any deficiency judgment.) 7. In the event any part of the Security is taken in condemnation or by right of eminent domain, the proceeds of the award shall be paid over to the Permitted Mortgagee in accordance with the provisions of ARTICLE 8 hereof. 8. NWCSA shall not be obligated to execute an assignment of the Lease Fee or other rent payable by Homeowner under the terms of this Lease. B. RIGHTS OF PERMITTED MORTGAGEE. The rights of a Permitted Mortgagee as referenced under Section 8.6 of the Lease to which this Exhibit is attached shall be as set forth below: 1. Any Permitted Mortgagee shall, without further consent by NWCSA, have the right to (a) cure any default under this Lease, and perform any obligation required under this Lease, such cure or performance being effective as if it had been performed by Homeowner; (b) acquire and convey, assign, transfer and exercise any right, remedy or privilege granted to Homeowner by this Lease or otherwise by law, subject to the provisions, if any, in the Permitted Mortgage, which may limit any exercise of any such right, remedy or privilege; and (c) rely upon and enforce any provisions of the Lease to the extent that such provisions are for the benefit of a Permitted Mortgagee. 2. A Permitted Mortgagee shall not be required, as a condition to the exercise of its rights under the Lease, to assume personal liability for the payment and performance of the obligations of the Homeowner under the Lease. Any such payment or performance or other act by Permitted Mortgagee under the Lease shall not be construed as an agreement by Permitted Mortgagee to assume such personal liability except to the extent Permitted Mortgagee actually takes possession of the Home and Leased Land. In the event Permitted Mortgagee does take possession of the Home and Leased Land and thereupon transfers such property, any such transferee shall be required to enter into a written agreement assuming such personal liability and upon any such assumption the Permitted Mortgagee shall automatically be released from personal liability under the Lease. 3. In the event that title to the estates of both NWCSA and Homeowner are acquired at any time by the same person or persons, no merger of these estates shall occur without the prior written declaration of merger by Permitted Mortgagee, so long as Permitted Mortgagee owns any interest in the Security or in a Permitted Mortgage. 4. If the Lease is terminated for any reason, or in the event of the rejection or disaffirmance of the Lease pursuant to bankruptcy law or other law affecting creditors’ rights, NWCSA shall enter into a new lease for the Leased Land with the Permitted Mortgagee (or with any party designated by the Permitted Mortgagee, subject to NWCSA’s approval, which approval shall not be unreasonably withheld), not more than sixty (60) days after the request of the Permitted Mortgagee. Such lease shall be for the remainder of the term of the Lease, effective as of the date of such termination, rejecti on or disaffirmance, and -27- upon all the terms and provisions contained in the Lease. However, the Permitted Mortgagee shall make a written request to NWCSA for such new lease within sixty (60) days after the effective date of such termination, rejection or disaffirmance, as the case may be. Such written request shall be accompanied by a copy of such new lease, duly executed and acknowledged by the Permitted Mortgagee or the party designated by the Permitted Mortgagee to be the Homeowner thereunder. Any new lease made pursuant to this Section shall have the same priority with respect to other interests in the Land as the Lease. The provisions of this Section s hall survive the termination, rejection or disaffirmance of the Lease and shall continue in full effect thereafter to the same extent as if this Section were independent and an independent contract made by NWCSA, Homeowner and the Permitted Mortgagee. 5. NWCSA shall have no right to terminate the Lease during such time as the Permitted Mortgagee has commenced foreclosure in accordance with the provisions of the Lease and is diligently pursuing the same. 6. In the event that NWCSA sends a notice of default under the Lease to Homeowner, NWCSA shall also send a notice of Homeowner’s default to Permitted Mortgagee. Such notice shall be given in the manner set forth in Section 14.2 of the Lease to the Permitted Mortgagee at the address which has been given by the Permitted Mortgagee to NWCSA by a written notice to NWCSA sent in the manner set forth in said Section 14.2 of the Lease. 7. In the event of foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure in accordance with the provisions of the Lease, at the election of the Permitted Mortgagee the provisions of Article 10, Sections 10.1 through 10.11 shall be deleted and thereupon shall be of no further force or effect as to only so much of the Security so foreclosed upon or transferred. 8. Before becoming effective, any amendments to this Lease must be approved in writing by Permitted Mortgagee, which approval shall not be unreasonably withheld. If Permitted Mortgagee has neither approved nor rejected a proposed amendment within 60 days o f its submission to Permitted Mortgagee, then the proposed amendment shall be deemed to be approved. C. STANDARD PERMITTED MORTGAGE AGREEMENT . A Standard Permitted Mortgage Agreement, as identified in Section 8.4 of this Lease, shall be written as follows, and shall be signed by Mortgagee and Homeowner. This Agreement is made by and among: __ ________ (Mortgagee) and __ ________ (“Homeowner”), Whereas: -28- a) NWCSA, Inc. (NWCSA) and Homeowner have entered, or are entering, into a ground lease (“the Lease”), conveying to Homeowner a leasehold interest in the Land located at _________________________ (“the Leased Land”); and Homeowner has purchased, or is purchasing, the Home located on the Leased Land (“the Home”). b) The Mortgagee has been asked to provide certain financing to the Homeowner, and is being granted concurrently herewith a mortgage and security interest (the “Mortgage”) in the Leased Land and Home, all as more particularly set forth in the Mortgage, attached hereto as Schedule A. c) The Ground Lease states that the Homeowner may mortgage the Leased Land only with the written consent of NWCSA. The Ground Lease further provides that NWCSA is required to give such consent only if the Mortgagee signs this Standard Permitted Mortgage Agreement and thereby agrees to certain conditions that are stipulated herein (“the Stipulated Conditions”). Now, therefore, the Homeowner/Mortgagor and the Mortgagee hereby agree that the terms and conditions of the Mortgage shall include the Stipulated Conditions stated below. Stipulated Conditions: 1) If Mortgagee sends a notice of default to the Homeowner because the Homeowner has failed to comply with the terms of the Mortgage, the Mortgagee shall, at the same time, send a copy of that notice to NWCSA. Upon receiving a copy of the notice of default and within that period of time in which the Homeowner has a right to cure such default (the “cure period”), NWCSA shall have the right to cure the default on the Homeowner’s behalf, provided that all current payments due the Permitted Mortgagee since the notice of default was given are made to the Mortgagee. 2) If, after such cure period, the Mortgagee intends to accelerate the note secured by the Mortgage or initiate foreclosure proceedings under the Mortgage, in accordance with the provisions of the Lease, the Mortgagee shall first notify NWCSA of its intention to do so and NWCSA shall have the right, but not the obligation, upon notifying the Mortgagee within sixty (60) days of receipt of said notice, to purchase the Mortgagee loans and to take assignment of the Mortgage. 3) If the Mortgagee acquires title to the Home and Homeowner’s interest in the Leased Land through foreclosure or acceptance of a deed in lieu of foreclosure, the Mortgagee shall give fNWCSA written notice of such acquisition and NWCSA shall have an option to purchase the Home and Homeowner’s interest in the Leased Land from the Mortgagee for the full amount owing to the Mortgagee; provided, however, that NWCSA notifies the Mortgagee in writing of NWCSA’s intent to make such purchase within sixty (60) days following NWCSA’s receipt of the Mortgagee’s notice of such acquisition of the Home and Homeowner’s interest in the Leased Land; further provided that NWCSA shall complete such purchase within ninety (90) days of having given written notice of its intent to purchase; and provided that, if Indy CLT does not complete the purchase within such period, the Mortgagee shall be free to sell the Home and Homeowner’s interest in the Leased Land to another person; -29- 4) Nothing in the Mortgage or related documents shall be construed as giving the Mortgagee a claim on NWCSA’s interest in the Leased Land, or as assigning any form of liability to NWCSA with regard to the Leased Land, the Home, or the Mortgage. 5) Nothing in the Mortgage shall be construed as rendering NWCSA or any subsequent holder of NWCSA’s interest in and to the Lease, or their respective heirs, executors, successors or assigns, personally liable for the payment of the debt evidenced by such note and such Mortgage or any part thereof. 6) The Mortgagee shall not look to NWCSA or NWCSA’s interest in the Leased Land, but will look solely to Homeowner and Homeowner’s interest in the Leased Land and the Home for the payment of the debt secured by the Mortgage. (It is the intention of the parties hereto that NWCSA’s consent to the Mortgage shall be without any liability on the part of NWCSA for any deficiency judgment. 7) In the event that any part of the Leased Land is taken in condemnation or by right of eminent domain, the proceeds of the award shall be paid over to the Mortgagee in accordance with the provisions of Article 8 of the Lease. 8) Nothing in the Mortgage shall obligate NWCSA to execute an assignment of the Lease Fee or other rent payable by Homeowner under the terms of this Lease. By: ____________________ _________ for Mortgagee Printed Name and Signature Date: ____________ ____ _________________________ for Homeowner/Mortgagor Printed Name and Signature Date: ____________ -30- Exhibit E FIRST REFUSAL Whenever any party under the Lease shall have a right of first refusal as to certain property, the following procedures shall apply. If the owner of the property offering it for sale (“Offering Party”) shall within the term of the Lease receive a bona fide third party offer to purchase the property which such Offering Party is willing to accept, the holder of the right of first refusal (the “Holder”) shall have the following rights: a) Offering Party shall give written notice of such offer (“the Notice of Offer”) to Holder setting forth (a) the name and address of the prospective purchaser of the property, (b) the purchase price offered by the prospective purchaser, and (c) all other terms and conditions of the sale. Holder shall have a period of sixty (60) days after the receipt of the Notice of Offer (“the Election Period”) within which to exercise the right of first refusal by giving notice of intent to purchase the property (“the Notice of Intent to Purchase”) for the same price and on the same terms and conditions set forth in the Notice of Offer. Such Notice of Intent to Purchase shall be given in writing to the Offering Party within the Election Period. b) If Holder exercises the right to purchase the property, such purchase shall be completed within ninety (90) days after the Notice of Intent to Purchase is given by Holder (or if the Notice of Offer shall specify a later date for closing, such date) by performance of the terms and conditions of the Notice of Offer, including payment of the purchase price provided therein. c) Should Holder fail to exercise the right of first refusal within the Election Period, then the Offering Party shall have the right (subject to any other applicable restrictions in the Lease) to go forward with the sale which the Offering Party desires t o accept, and to sell the property within one (1) year following the expiration of the Election Period on terms and conditions which are not materially more favorable to the purchaser than those set forth in the Notice. If the sale is not consummated within such one-year period, the Offering Party's right so to sell shall end, and all of the foregoing provisions of this section shall be applied again to any future offer, all as aforesaid. If a sale is consummated within such one -year period, the purchaser s hall purchase subject to the Holder having a renewed right of first refusal in said property. -31- Exhibit F CONDITIONS, COVENANTS AND RESTRICTIONS None are proposed beyond those outlined in the Ground Lease provisions. -32- NWCSA, Inc. Qualified Capital Improvements (QCI) Policy RESOLUTION OF THE PLAN COMMISSION OF THE CITY OF SUPERIOR, WISCONSIN, CALLING FOR PUBLIC HEARING ON AN AMENDMENT TO THE PROJECT PLAN FOR TAX INCREMENTAL DISTRICT NUMBER FOURTEEN BE IT RESOLVED, by the Plan Commission (the “Commission”) of the City of Superior, Wisconsin (the “City”), as follows: WHEREAS, under and pursuant to the provisions of Wisconsin Statutes, Section 66.1105 (the “Act”) and subdivision (4)(h ) of the Act , the Commission may adopt an amendment to a project plan for a tax incremental district located within the City; and WHEREAS, in accordance with the Act, the Commission must hold a public hearing to consider an amendment to a project plan for a tax incremental district; and WHEREAS, the Common intends to hold a public hearing to consider an amendment to the Project Plan for Tax Incremental District Number Fourteen located within the City (the “Project Plan Amendment”). NOW, THEREFORE, be it resolved as follows: 1. That the Commission calls for a public hearing on the proposed Project Plan Amendment at a regularly scheduled meeting of the Commission on October 13, 2026. 2. That the Commission authorizes its Secretary to submit a notice of public hearing, in substantially the same form as on Exhibit A to this Resolution, to the Superior Telegram to comply with the notice requirements of the Act. Adopted this 8th day of September, 2026. ____________________________________ Secretary 08493\000372\1F03187.DOC NOTICE OF PUBLIC HEARING PROPOSED AMENDMENT TO PROJECT PLAN FOR TAX INCREMENTAL DISTRICT NUMBER FOURTEEN CITY OF SUPERIOR, WISCONSIN Notice is hereby given that the Plan Commission of the City of Superior, Wisconsin (the “City”), will meet at ______ p.m. on Tuesday, October 13 , 20 26, in Room ______ of the Government Center, 1316 North 14 th Street, Superior, Wisconsin, for the purpose of conducting a public hearing to consider the proposed amendment to the Project Plan (the “Project Plan”) for Tax Incremental District Number Fourteen (the “District”), located within the City. The purpose of the proposed amendment is to add additional territory to the District to encourage p rojects and increase the City’s employment base through incentives for such development. The cost of the proposed amendment consists of site improvements, other eligible costs and developer grants, which may be recouped by the City through future tax increment generated from the District. A draft copy of the proposed amendment to the Project Plan is available for public inspection and will be provided upon request at the office of the City Clerk at the Government Center between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday. All persons interested may appear and be heard at the time and place set forth above. Dated: September 26, 2026. CITY OF SUPERIOR, WISCONSIN By /s/ Jason Serck Secretary of Plan Commission RESOLUTION OF THE PLAN COMMISSION OF THE CITY OF SUPERIOR, WISCONSIN, CALLING FOR PUBLIC HEARING ON AN AMENDMENT TO THE PROJECT PLAN FOR TAX INCREMENTAL DISTRICT NUMBER EIGHTEEN BE IT RESOLVED, by the Plan Commission (the “Commission”) of the City of Superior, Wisconsin (the “City”), as follows: WHEREAS, under and pursuant to the provisions of Wisconsin Statutes, Section 66.1105 (the “Act”) and subdivision (4)(h ) of the Act , the Commission may adopt an amendment to a project plan for a tax incremental district located within the City; and WHEREAS, in accordance with the Act, the Commission must hold a public hearing to consider an amendment to a project plan for a tax incremental district; and WHEREAS, the Common intends to hold a public hearing to consider an amendment to the Project Plan for Tax Incremental District Number Eighteen located within the City (the “Project Plan Amendment”). NOW, THEREFORE, be it resolved as follows: 1. That the Commission calls for a public hearing on the proposed Project Plan Amendment at a regularly scheduled meeting of the Commission on October 13, 2026. 2. That the Commission authorizes its Secretary to submit a notice of public hearing, in substantially the same form as on Exhibit A to this Resolution, to the Superior Telegram to comply with the notice requirements of the Act. Adopted this 8th day of September, 2026. ____________________________________ Secretary M:\DOCS\08493\000287\ROL\13X5518.DOC NOTICE OF PUBLIC HEARING PROPOSED AMENDMENT TO PROJECT PLAN FOR TAX INCREMENTAL DISTRICT NUMBER EIGHTEEN CITY OF SUPERIOR, WISCONSIN Notice is hereby given that the Plan Commission of the City of Superior, Wisconsin (the “City”), will meet at ______ p.m. on Tuesday, October 13 , 20 26, in Room ______ of the Government Center, 1316 North 14 th Street, Superior, Wisconsin, for the purpose of conducting a public hearing to consider the proposed amendment to the Project Plan (the “Project Plan”) for Tax Incremental District Number Eighteen (the “District”), located within the City. The purpose of the proposed amendment is to add additional territory to the District to encourage p rojects and increase the City’s employment base through incentives for such development. The cost of the proposed amendment consists of site improvements, other eligible costs and developer grants, which may be recouped by the City through future tax increment generated from the District. A draft copy of the proposed amendment to the Project Plan is available for public inspection and will be provided upon request at the office of the City Clerk at the Government Center between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday. All persons interested may appear and be heard at the time and place set forth above. Dated: September 26, 2026. CITY OF SUPERIOR, WISCONSIN By /s/ Jason Serck Secretary of Plan Commission Three Day Civic Assessment Report City of Superior, Wisconsin June 2026 Conducted by Jeff Siegler of Revitalize, or Die. Executive Summary At the invitation of Mayor Jim Paine, I conducted a Three Day Civic Assessment in Superior, Wisconsin in June 2026. The itinerary included a city tour with the Mayor, a downtown walking tour with Councilman Garner Moffat, and an evening presentation to the full City Council on Tuesday. Wednesday brought meetings with the Chamber of Commerce director and a board member, Councilwoman Caren, the Business Improvement District staff, the staff of The Development Association, and Councilwoman Anderson. The assessment concluded Thursday morning with a meeting with the BID Board of Directors. Superior is a city with genuine assets, intact working-class neighborhoods, access to nature, a compelling built environment, and an authenticity that is increasingly rare and increasingly valuable. It also faces real and addressable challenges: barriers to downtown renovation investment, a sense of pessimism around revitalization efforts and an absence of deliberate civic storytelling. The recommendations in this report are organized around those challenges, grounded in what was observed and heard across three days of meetings. Community Strengths and Assets Any useful assessment must begin with an honest accounting of what a community actually has. Superior's advantages are real, and strategy built on them is more durable than strategy built on aspiration. The working-class residential neighborhoods are largely intact, built well, still livable, and still supporting the outcomes that make a city worth living in. Across much of the country, comparable housing stock has been lost to neglect, teardown, or sprawl, and it cannot be rebuilt on demand. These neighborhoods are an asset of the first order and should be protected as such in every planning and policy decision that comes before the City. A resident can still bike from the center of Superior to a fishing or swimming hole. In most American cities, sprawl has severed that relationship between daily life and the natural environment in ways that are expensive to reverse and often impossible. 1 Superior's compact development pattern preserves it, with direct benefits for physical and mental health, for the quality of life that attracts and retains families, and for local economic circulation. Spending that might otherwise flow to developers and national chains at the urban periphery stays in the community instead. Superior is also one of the more photogenic cities in the region, not because everything is polished, but because it is real. The combination of industrial infrastructure, water, dramatic weather, and a built environment of steel, stone, and brick produces a character that ages well and becomes more visually compelling over time. Natural materials weather; they do not simply deteriorate. That matters in an era when social media has made authenticity both visible and valuable. A community that looks like itself, rather than like a generic suburban template, has something that cannot be manufactured and that a growing number of people actively seek out. The streetscape improvements on Hammond Avenue represent a proof of concept that deserves to be built upon. A relatively modest investment in the public right-of-way, slowing traffic, improving the pedestrian environment, making the street more attractive, has a measurable and lasting effect on how residents feel about a place, and consequently on adjacent property values and private reinvestment. The Hammond Avenue project should be treated as a template, not a one-time initiative. Key Challenges The business community does not feel adequately represented in City decision-making. This is a relationship problem as much as a policy problem, and it tends to compound over time: businesses that feel unheard become less likely to invest, and less likely to extend goodwill when friction arises. The Building Department's reputation within the business community was raised as a particular source of frustration, permitting and renovation processes were described as difficult to navigate and, in at least one specific instance, as reflecting a misreading of the underlying code. There was also a view, expressed by Chamber representatives, that the City has been too willing to insert itself into event programming and other activities better suited to the private or non-profit sectors. BID staff identified a concrete and correctable problem: the Building Department has reportedly been advising property owners that an elevator is required for ADA compliance in all multi-story renovation scenarios. This is not always accurate. The requirement is conditional, dependent on specific tests set out in the applicable code, and the blanket application of an elevator requirement where none legally exists appears to be deterring renovation investment in downtown buildings. This should be verified immediately and, if confirmed, corrected. It is precisely the kind of administrative friction that, unaddressed, quietly kills the investment a community is trying to attract. 2 The upper floors of Superior's downtown buildings represent significant latent value sitting largely empty and waiting. A subset of property owners appear content to hold these buildings without investing in or selling them, which suppresses the broader downtown market and limits the quality of tenants the district can attract. The BID Board made a point worth emphasizing here: low vacancy is not necessarily a sign of health. When rents are low, they attract businesses that are under-resourced or poorly positioned, rather than driving renovation and reinvestment. Demand for renovated space should not be assumed absent simply because renovated space does not currently exist, it is more likely waiting. Perhaps the most consistent theme across the entire assessment was this: Superior does not have a clearly defined self-image, and no one is currently telling its story. The decline of local media has left a vacuum that the City and its civic organizations have not yet filled. This matters because communities that cannot articulate who they are and what they offer cannot effectively attract new residents, support existing businesses, or build the civic pride that sustains long-term investment. Superior has a compelling story, its history, its Edmund Fitzgerald connection, its built environment, its neighborhoods, that is simply not being assembled and told. The state highway running through Councilwoman Anderson's district was a central topic of our meeting and deserves direct attention. As currently configured, the roadway reduces walkability, depresses adjacent property values, and creates measurable health impacts for nearby residents, with little or no offsetting economic benefit. Two approaches were discussed: planting trees as close to the roadway as possible, and a sustained political advocacy campaign directed at state officials to address the roadway configuration at its source. District and Organizational Notes The University District is primarily residential, with the university and technical college as its institutional anchors. Sidewalk improvement projects are underway, which is the right investment. Several intersections remain uncontrolled and should be addressed. The street trees in this district are already delivering real returns, traffic calming, pedestrian safety, improved air quality, reduced stormwater runoff, and lower heating and cooling costs for adjacent properties, and should be protected and expanded. BID staff raised an aspiration worth supporting: a new downtown park designed not as a conventional playground but as a genuine public plaza, a place where residents can sit, have coffee or a meal, and gather informally. The difference between a park people pass through and a plaza people choose to spend time in is largely one of design intent, and it is worth getting right. The Development Association, whose staff, Jim, Janice, and Liz, were met with Wednesday afternoon, is doing exactly the kind of work that needs to be done. Operating 3 from the former post office and courthouse buildings, the organization runs a shared commercial kitchen, a small business incubator, and a zero-percent interest micro-loan fund with a six-month payment deferral. Thirty-one businesses currently operate across three buildings, and several have already graduated into their own standalone spaces. The program is functioning well and should be considered a model for future small-business support. The organization is also actively preparing businesses for the disruption of the upcoming bridge closure, which reflects sound operational foresight. The BID Board meeting produced several observations worth preserving. One board member offered a framing that captures a core principle of downtown planning: when the edges expand, the core dies. Growth at the periphery of a commercial district should not come at the expense of investment in its center. The Board also emphasized making renovation economics explicit and legible, building representative pro formas, identifying the gap between renovation cost and achievable rent with specificity, and then designing financial tools to close it. The Board also proposed a concept worth pursuing: a "Keep It Superior" campaign spotlighting downtown businesses during the bridge replacement period, when reduced traffic is likely to suppress visibility and foot traffic. Recommendations The combination of tools available to Superior for spurring downtown renovation investment is genuinely strong, but those tools need to be deployed together. The first step is to verify and correct the ADA elevator code misapplication immediately; this is a low-cost administrative fix with potentially significant consequences for renovation activity. The second is to pursue local historic district designation. Stacking available state and federal historic tax credits can reduce qualifying renovation costs by up to forty percent, a level of cost reduction that, well communicated to property owners and developers, should meaningfully accelerate private investment in the historic building stock. Beyond incentives, the City needs a code enforcement posture that makes holding buildings in poor condition more costly than renovating or selling them. A vacant property registry paired with active building and fire code enforcement is the appropriate mechanism, beginning with safety hazards and extending to maintenance and upkeep standards. The goal is to present property owners with a clear choice: invest, or sell to someone who will. The Hammond Avenue improvement is the right model and should be replicated. Pedestrian-priority streets, trees, reduced traffic speeds, improved walking conditions, are the primary mechanism by which a city influences how residents feel about where they live, and therefore whether they stay and invest. Property values rise, reinvestment follows, and health outcomes improve. The street environment is economic development. This principle applies with particular urgency to the highway corridor through 4 Councilwoman Anderson's district, where tree planting along the roadway should begin as quickly as possible, independent of any state-level process. The vacuum left by the decline of local media will not fill itself. The City and its civic partners need to take deliberate ownership of Superior's narrative and invest in communicating it consistently to current residents, prospective new ones, and the broader region. The Edmund Fitzgerald connection, the industrial heritage, the waterfront, the intact neighborhoods, all of it is material. The "Keep It Superior" campaign proposed by the BID Board is a strong near-term vehicle. Over the longer term, the City should develop a sustained communications capacity that does not depend on traditional media to carry its story. The bridge replacement is a disruption, but it is also an opportunity, and preparation should begin now rather than after the closure starts. The Development Association is already helping businesses prepare for the disruption side. The City should be equally focused on the opportunity side: what does Superior want to attract when the bridge reopens and regional attention is briefly on the community? A billion-dollar infrastructure project is a platform. The question is whether there is a strategy to take advantage of it. The North End has significant long-term potential, and the right approach is patience. Strong districts are built over years and decades, not a single development cycle. The temptation to solve it with a single large developer and a fast, large-scale project should be resisted, that approach tends to produce mediocre results and concentrates the resulting wealth outside the community. The better path is to finalize appropriate zoning and design standards, keep lot sizes small, and allow local builders to develop the area incrementally. The results will be better, and the wealth created will stay local. A Note on Decision-Making A comprehensive project list is not the deliverable of this assessment, and it is not recommended as the primary tool for civic governance. In practice, long project lists provide limited ongoing guidance, priorities shift, resources are constrained, and a list compiled today does not help a council member make a better decision next year. What does help is a better decision-making lens. The recommendation is to move away from a growth-for-growth's-sake model, in which all investment and all development are treated as inherently positive, and toward a framework centered on community health. The question to ask of any proposed action is not whether it generates activity or growth, but whether it makes residents healthier, socially, mentally, physically, or fiscally. That question, applied consistently, tends to produce decisions that serve the long-term interests of the people who actually live in Superior, rather than the short-term interests of those passing through it or extracting value from it. It is also, over time, what builds a city worth living in. 5