Packet

OFFICIAL NOTICE AND AGENDA Notice is hereby given that the Redevelopment Authority of the City of Stoughton, Wisconsin, will hold a regular or special meeting as indicated on the date and at the time and location given below. In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: https://teams.microsoft.com/meet/2319538886842? p=QfuawGGTzoEjxQjoPk Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Commissioners: Dale Reeves, (Chair), Jennifer Lister, (Vice Chair), Carl Chenoweth, Regina Hirsch (Council), Connor McGuane, Jonathon Shroerlucke (Council), and Lukas Trow Executive Director: Katrina Becker (Becker Professional Services) Call To Order Roll Call And Verification Of Quorum Certification Of Compliance With Open Meetings Law Public Comment Period Approval Of Minutes RDA 8-12-26 Minutes 5. REDEVELOPMENT AUTHORITY 8-12-26 MINUTES.PDF Communications Old Business 7.I 7.I Riverfront Project – Approving an Updated Development Agreement with Alexander Co. (Discussion and Possible Action) * 7.1 AMENDED TIF AGREEMENT (CLEAN).PDF 7.1 RIVERFRONT UPDATED AGREEMENT SUMMARY OF CHANGES.PDF 7.1 REMEDIATION AREAS-EXHIBIT D.PDF 7.1 RESOLUTION 01-2026 APPROVING AMENDED DEVELOPMENT AGREEMENT.PDF 7.1 AMENDED AND RESTATED REPSA AND DEVELOPMENT AGREEMENT.PDF 7.II Blight Identification and Remediation Process** 7.11 BLIGHT-IDENTIFICATION-REMEDIATION-PROCESS COMMENTS.PDF 7.III Revolving Loan Fund 7.111 RDA RLF BALANCE SHEET.PDF New Business 8.I 2027 RDA Proposed Budget 8.1 RDA PROPOSED BUDGET.PDF Future Agenda Items 9.I Updated development agreement with Alexander Co. for Riverfront Project 9.II Revolving Loan Fund 9.III Comprehensive Plan Update 9.IV Forward Community Investments Introduction/Presentation Adjournment *The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development of the riverfront redevelopment area and establish a negotiation strategy. **The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development in Redevelopment Areas 1 and 2 in the city, and establish a negotiation strategy. Virtua In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: HTTPS://TEAMS.MICROSOFT.COM/MEET/2319538886842? P=QFUAWGGTZOEJXQJOPK  Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Any person wishing to attend the meeting, whom because of a disability requires special accommodation, should contact the Planning & Development Department at (608) 873-6691 at least 24 hours before the scheduled meeting time so appropriate arrangements can be made. In addition, any person wishing to speak or have their comments heard but does not have access to the internet should also contact the Planning & Development Department at the number above at least 24 hours before the scheduled meeting so appropriate arrangements can be made. NOTE: AN EXPANDED MEETING MAY CONSTITUTE A QUORUM OF THE COUNCIL 1. 2. 3. 4. 5. 5.I. Documents: 6. 7. 7.I. Documents: 7.II. Documents: 7.III. Documents: 8. 8.I. Documents: 9. 9.I. 9.II. 9.III. 9.IV. 10. 11. OFFICIAL NOTICE AND AGENDA Notice is hereby given that the Redevelopment Authority of the City of Stoughton, Wisconsin, will hold a regular or special meeting as indicated on the date and at the time and location given below. In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: https://teams.microsoft.com/meet/2319538886842? p=QfuawGGTzoEjxQjoPk Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Commissioners: Dale Reeves, (Chair), Jennifer Lister, (Vice Chair), Carl Chenoweth, Regina Hirsch (Council), Connor McGuane, Jonathon Shroerlucke (Council), and Lukas Trow Executive Director: Katrina Becker (Becker Professional Services) Call To Order Roll Call And Verification Of Quorum Certification Of Compliance With Open Meetings Law Public Comment Period Approval Of Minutes RDA 8-12-26 Minutes 5. REDEVELOPMENT AUTHORITY 8-12-26 MINUTES.PDF Communications Old Business 7.I 7.I Riverfront Project – Approving an Updated Development Agreement with Alexander Co. (Discussion and Possible Action) * 7.1 AMENDED TIF AGREEMENT (CLEAN).PDF 7.1 RIVERFRONT UPDATED AGREEMENT SUMMARY OF CHANGES.PDF 7.1 REMEDIATION AREAS-EXHIBIT D.PDF 7.1 RESOLUTION 01-2026 APPROVING AMENDED DEVELOPMENT AGREEMENT.PDF 7.1 AMENDED AND RESTATED REPSA AND DEVELOPMENT AGREEMENT.PDF 7.II Blight Identification and Remediation Process** 7.11 BLIGHT-IDENTIFICATION-REMEDIATION-PROCESS COMMENTS.PDF 7.III Revolving Loan Fund 7.111 RDA RLF BALANCE SHEET.PDF New Business 8.I 2027 RDA Proposed Budget 8.1 RDA PROPOSED BUDGET.PDF Future Agenda Items 9.I Updated development agreement with Alexander Co. for Riverfront Project 9.II Revolving Loan Fund 9.III Comprehensive Plan Update 9.IV Forward Community Investments Introduction/Presentation Adjournment *The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development of the riverfront redevelopment area and establish a negotiation strategy. **The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development in Redevelopment Areas 1 and 2 in the city, and establish a negotiation strategy. Virtua In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: HTTPS://TEAMS.MICROSOFT.COM/MEET/2319538886842? P=QFUAWGGTZOEJXQJOPK  Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Any person wishing to attend the meeting, whom because of a disability requires special accommodation, should contact the Planning & Development Department at (608) 873-6691 at least 24 hours before the scheduled meeting time so appropriate arrangements can be made. In addition, any person wishing to speak or have their comments heard but does not have access to the internet should also contact the Planning & Development Department at the number above at least 24 hours before the scheduled meeting so appropriate arrangements can be made. NOTE: AN EXPANDED MEETING MAY CONSTITUTE A QUORUM OF THE COUNCIL 1. 2. 3. 4. 5. 5.I. Documents: 6. 7. 7.I. Documents: 7.II. Documents: 7.III. Documents: 8. 8.I. Documents: 9. 9.I. 9.II. 9.III. 9.IV. 10. 11. OFFICIAL NOTICE AND AGENDA Notice is hereby given that the Redevelopment Authority of the City of Stoughton, Wisconsin, will hold a regular or special meeting as indicated on the date and at the time and location given below. In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: https://teams.microsoft.com/meet/2319538886842? p=QfuawGGTzoEjxQjoPk Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Commissioners: Dale Reeves, (Chair), Jennifer Lister, (Vice Chair), Carl Chenoweth, Regina Hirsch (Council), Connor McGuane, Jonathon Shroerlucke (Council), and Lukas Trow Executive Director: Katrina Becker (Becker Professional Services) Call To Order Roll Call And Verification Of Quorum Certification Of Compliance With Open Meetings Law Public Comment Period Approval Of Minutes RDA 8-12-26 Minutes 5. REDEVELOPMENT AUTHORITY 8-12-26 MINUTES.PDF Communications Old Business 7.I 7.I Riverfront Project – Approving an Updated Development Agreement with Alexander Co. (Discussion and Possible Action) * 7.1 AMENDED TIF AGREEMENT (CLEAN).PDF 7.1 RIVERFRONT UPDATED AGREEMENT SUMMARY OF CHANGES.PDF 7.1 REMEDIATION AREAS-EXHIBIT D.PDF 7.1 RESOLUTION 01-2026 APPROVING AMENDED DEVELOPMENT AGREEMENT.PDF 7.1 AMENDED AND RESTATED REPSA AND DEVELOPMENT AGREEMENT.PDF 7.II Blight Identification and Remediation Process** 7.11 BLIGHT-IDENTIFICATION-REMEDIATION-PROCESS COMMENTS.PDF 7.III Revolving Loan Fund 7.111 RDA RLF BALANCE SHEET.PDF New Business 8.I 2027 RDA Proposed Budget 8.1 RDA PROPOSED BUDGET.PDF Future Agenda Items 9.I Updated development agreement with Alexander Co. for Riverfront Project 9.II Revolving Loan Fund 9.III Comprehensive Plan Update 9.IV Forward Community Investments Introduction/Presentation Adjournment *The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development of the riverfront redevelopment area and establish a negotiation strategy. **The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development in Redevelopment Areas 1 and 2 in the city, and establish a negotiation strategy. Virtua In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: HTTPS://TEAMS.MICROSOFT.COM/MEET/2319538886842? P=QFUAWGGTZOEJXQJOPK  Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Any person wishing to attend the meeting, whom because of a disability requires special accommodation, should contact the Planning & Development Department at (608) 873-6691 at least 24 hours before the scheduled meeting time so appropriate arrangements can be made. In addition, any person wishing to speak or have their comments heard but does not have access to the internet should also contact the Planning & Development Department at the number above at least 24 hours before the scheduled meeting so appropriate arrangements can be made. NOTE: AN EXPANDED MEETING MAY CONSTITUTE A QUORUM OF THE COUNCIL 1. 2. 3. 4. 5. 5.I. Documents: 6. 7. 7.I. Documents: 7.II. Documents: 7.III. Documents: 8. 8.I. Documents: 9. 9.I. 9.II. 9.III. 9.IV. 10. 11. OFFICIAL NOTICE AND AGENDA Notice is hereby given that the Redevelopment Authority of the City of Stoughton, Wisconsin, will hold a regular or special meeting as indicated on the date and at the time and location given below. In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: https://teams.microsoft.com/meet/2319538886842? p=QfuawGGTzoEjxQjoPk Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Commissioners: Dale Reeves, (Chair), Jennifer Lister, (Vice Chair), Carl Chenoweth, Regina Hirsch (Council), Connor McGuane, Jonathon Shroerlucke (Council), and Lukas Trow Executive Director: Katrina Becker (Becker Professional Services) Call To Order Roll Call And Verification Of Quorum Certification Of Compliance With Open Meetings Law Public Comment Period Approval Of Minutes RDA 8-12-26 Minutes 5. REDEVELOPMENT AUTHORITY 8-12-26 MINUTES.PDF Communications Old Business 7.I 7.I Riverfront Project – Approving an Updated Development Agreement with Alexander Co. (Discussion and Possible Action) * 7.1 AMENDED TIF AGREEMENT (CLEAN).PDF 7.1 RIVERFRONT UPDATED AGREEMENT SUMMARY OF CHANGES.PDF 7.1 REMEDIATION AREAS-EXHIBIT D.PDF 7.1 RESOLUTION 01-2026 APPROVING AMENDED DEVELOPMENT AGREEMENT.PDF 7.1 AMENDED AND RESTATED REPSA AND DEVELOPMENT AGREEMENT.PDF 7.II Blight Identification and Remediation Process** 7.11 BLIGHT-IDENTIFICATION-REMEDIATION-PROCESS COMMENTS.PDF 7.III Revolving Loan Fund 7.111 RDA RLF BALANCE SHEET.PDF New Business 8.I 2027 RDA Proposed Budget 8.1 RDA PROPOSED BUDGET.PDF Future Agenda Items 9.I Updated development agreement with Alexander Co. for Riverfront Project 9.II Revolving Loan Fund 9.III Comprehensive Plan Update 9.IV Forward Community Investments Introduction/Presentation Adjournment *The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development of the riverfront redevelopment area and establish a negotiation strategy. **The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development in Redevelopment Areas 1 and 2 in the city, and establish a negotiation strategy. Virtua In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Virtual: Video call link: HTTPS://TEAMS.MICROSOFT.COM/MEET/2319538886842? P=QFUAWGGTZOEJXQJOPK  Meeting ID: 231 953 888 684 2 Passcode: 8FE7mN6S Dial in by phone +1 323-488-2198,,409900842# United States, Los Angeles Find a local number Phone conference ID: 409 900 842# Any person wishing to attend the meeting, whom because of a disability requires special accommodation, should contact the Planning & Development Department at (608) 873-6691 at least 24 hours before the scheduled meeting time so appropriate arrangements can be made. In addition, any person wishing to speak or have their comments heard but does not have access to the internet should also contact the Planning & Development Department at the number above at least 24 hours before the scheduled meeting so appropriate arrangements can be made. NOTE: AN EXPANDED MEETING MAY CONSTITUTE A QUORUM OF THE COUNCIL 1. 2. 3. 4. 5. 5.I. Documents: 6. 7. 7.I. Documents: 7.II. Documents: 7.III. Documents: 8. 8.I. Documents: 9. 9.I. 9.II. 9.III. 9.IV. 10. 11. Meeting of the Redevelopment Authority of the City of Stoughton Wednesday, August 12, 2026, 6:00 p.m. Notes The meeting of the Redevelopment Authority was conducted as a hybrid meeting. In-person: Fire Department Training Room 401 E Main St, Stoughton, WI 53589, USA Commissioners Present: Dale Reeves (Chair), present; Jennifer Lister (Vice Chair), present; Regina Hirsch (Council), present; Jonathon Shroerlucke (Council), remote/excused early; Connor McGuane, present; Carl Chenoweth, present Commissioners Absent/Excused: Lukas Trow, Katrina Becker (Executive Director) Staff: Callie LaPoint and Katie Simaz (Becker Professional Services) Guests: Dave Vos (Alexander Co) Agenda 1. Call to order • Chair Reeves called the meeting to order at 6:00pm 2. Public comment • None 3. Approval of minutes of July 8, 2026 • Commissioner Chenoweth motioned to approve the minutes of July 8, 2026 Redevelopment Authority meeting. Commissioner Lister seconds. All in favor; motion carries. 4. Communications • Update from Chair Reeves on the administration of the new CivicPlus website and uploading Agenda items. Old Business 5. Riverfront Project and development agreement with Alexander Company (discussion and possible action)* • Dave Vos, representing Alexander Company presented on financial changes to the plan and updated timing of product to support a new Development Agreement. No action required. 6. RDA Blight Identification and Remediation process (discussion and possible action)** 7. Convene in Closed Session (if necessary) Pursuant to Wisconsin State Statute 19.85(1)(e) Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The purpose of this closed session is to discuss terms of potential sales and development of the riverfront redevelopment area and establish a negotiation strategy, and to discuss the potential of purchasing or acquiring property in redevelopment areas one and two. Motion to move into closed session by Commissioner Hirsch at 7:02 pm. Roll Call Vote Commissioner Vote Reeves Aye Hirsch Aye McGuane Aye Chenoweth Aye Lister Aye Motion carried 5-0 Motion to go into open session at 8:05 by Chenoweth. Seconded by McGuane. Motion carried unanimously. New Business 1. 2027 RDA Proposed Budget • Carry to Special Meeting agenda Other Items 2. Future agenda items1 1. Plan Special Meeting for August 26, 6pm for updates on Alexander Co needs 2. Revolving Loan Fund 3. Blight project reporting and next steps 4. Comprehensive Plan update 5. Forward Community Investments Introduction/Presentation 8. Motion to adjourn by Chenoweth, seconded by McGuane. All in favor. Meeting adjourned at 8:10pm. **The RDA may meet in closed session per State Statute 19.85 (1)(e). Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session. The RDA may reconvene in an open session to discuss and take action on the subject matter discussed in the closed session. The purpose of this closed session is to discuss terms of potential sales and development in Redevelopment Areas 1 and 2 in the city, and establish a negotiation strategy. Any person wishing to attend the meeting, whom because of a disability requires special accommodation, should contact the Planning & Development Department at (608) 873-6691 at least 24 hours before the scheduled meeting time so appropriate arrangements can be made. In addition, any person wishing to speak or have their comments heard but does not have access to the internet should also contact the Planning & Development Department at the number above at least 24 hours before the scheduled meeting so appropriate arrangements can be made. NOTE: AN EXPANDED MEETING MAY CONSTITUTE A QUORUM OF THE COUNCIL AMENDED AND RESTATED AGREEMENT TO FINANCE DEVELOPMENT THIS AMENDED AND RESTATED AGREEMENT TO FINANCE DEVELOPMENT entered into as of the ____ day of __________ , 20 2 6 (the “ TIF Agreement ” ), by and between the City of Stoughton , a Wisconsin municipal corporation (the “ City ” ), and The Alexander Company, Inc. , a Wisconsin corporation (the “ Developer ” ). RECITALS WHEREAS , the City has crea ted Tax Increment District No. 8 (the “ District ” ) and approved a Project Plan ( “ Project Plan ” ) for the District; and WHEREAS , the effective termination date of the District is 2045 , unless otherwise extended , but TID disbursements may be made until 2046 (the “ TID Closure Date ” ); and WHEREAS , the City desires to facilitate the development of certain property within the District; and WHEREAS , Developer proposes to develop Lot 1 of the CSM in Attachment A (the “ Property ” ) in accordance with the General Development Plan and Specific Implementation Plan ; and WHEREAS , the City finds and determines that unless the City provides the tax increment development incentive payments described in this TIF Agreement , Developer will not develop the Property , and the City will not accomplish the objectives of the Project Plan for the District; and WHEREAS , the City finds that the development of the Property and the fulfillment of the terms and conditions of this TIF Agreement are in the vital and best interests of the City and its residents, by expanding the tax base and creating residential and low income housing opportunities, thereby serving public purposes in accordance with state and local law; and WHEREAS , as an inducement to Develop er to develop the Property and otherwise facilitate the development of the Property , to make the development financially feasible , and to implement the Project Plan for the District, the City finds it appropriate to provide tax increment development incentive payments to reimburse project costs for the development of the Property as described in, and subject to the reservations contained in, this TIF Agreement ; and 2 WHEREAS , and the parties previously entered into an Agreement to Finance Development on September 29, 2025; and WHEREAS , the Developer originally proposed a mix of affordable units and market rate units for the Project, but has since shifted the apportionment of units of the Project to all affordable units for low income housing tax credit purposes; and WHEREAS , as a result of the shift to all affordable units for the Project , the available Property Tax Increment generated by the Project over the life of the District will be reduced ; and WHEREAS , the parties wish to amend the original Agreement to Finance Development and enter into this TIF Agreement to supersede and replace the original Agreement to Finance Development ; and NOW, THEREFORE , in consideration of the Recitals and the mutual promises, obligations , and benefits provided hereunder, the receipt and adequacy of which are hereby acknowledged, Developer and the City agree as follows: A. DEFINITIONS. As used in this TIF Agreement , the following terms shall mean: 1. General Development Plan. The General Development Plan zoning district approved by the City on July 8, 2025 that governs development of the Project. 2. Property . The property to be developed by the Developer , and as more particularly described in Attachment A. 3. P roperty Base Value . The Property Base Value s hall be $ 0 . 4. P roperty Tax Increment . The Property Tax Increment is the tax increment actually received by the City from taxes levied on the Property in a given year, as reasonably calculated by the City . As of the effective date of this TIF Agreement , the Department of Revenue calculates the combined tax increment generated by all tax increment districts in the City , using a methodology reflected on Wisconsin Department of Revenue form PC -202. A copy of form PC 202, for 202 4 taxes payable in 202 5 , is attached as Attachment B . The City shall calculate the Property Tax Increment by multiplying the total “ interim rate ” from form PC -202 for the applicable year by the Property Value Increment for that year. The total interim rate is obtained by dividing the combined levies from each taxing jurisdiction (the sum of the apportioned levies in column A on form PC -202) by the total equalized value of all taxable property in the City , excluding the value increment of all tax increment districts in the City (the amount used in Line 3 of column B on form PC -202). If the Wisconsin Department of Revenue discontinues or modifies form PC-202, or otherwise modifies the manner in which it calculates tax increment, the City 3 may calculate the Property Tax Increment in such other reasonable manner as it determines appropriate. The City may make such adjustments in calculating the Property Tax Increment needed so that, if tax increment is so calculated for all parcels in the District, the sum does not exceed the total tax increment received or receivable by the City from taxes levied on all property in the District ; in all events, however, the calculation of the Property Tax Increment shall not be reduced as a result of the failure of any party (other than the owner of the Property) to timely pay taxes on any property in the District . 5. P roperty Value Increment . The Equalized Value of the Property in a given year, minus the Property Base Value. 6. District . City of Stoughton Tax Increment District No. 8 . 7. Excess Tax Increment . Property Tax Increment minus any outstanding City Administrative Costs which remain unreimbursed under section C.3 . For the avoidance of doubt, all unreimbursed City Administrative Costs under section C.3. which remain outstanding as of any MRO Payment Date shall be paid from the available Property Tax Increment prior to making any MRO payment. 8. Project . Developer ’s construction of two multi-family residential buildings in accordance with the City Approval Conditions. 9. Specific Implementation Plan . The requirements and conditions related to the Project as described in the final City action report on the p recise implementation p lan for the Project, incorporated herein as Attachment F. If the Specific Implementation Plan has not been approved as of the effective date of this TIF Agreement , the Specific Implementation Plan will become incorporated into this TIF Agreement immediately and without any further action from the parties upon the City ’s approval of the Specific Implementation Plan. 10. City Administrative Costs . All reasonable costs, including City staff, engineering, legal, planning, inspection, and financial consultant costs, incurred by the City relating to the creation and continuing and future administration of this TIF Agreement , the drafting and negotiation of this TIF Agreement and other agreements relating to the Project, and other reasonable costs incurred by the City in connect ion with the Project. Notwithstanding the definition in the Development Agreement, City Administrative Costs shall not include the cost of design and supervision of Public Improvements in excess of that amount previously contracted by Developer with its original design contractor , and any such additional design and supervision costs shall be a cost of the City. 11. City Approval Conditions . The conditions included in the General Development Plan and Specific Implementation Plan, and any other permits, approvals, or conditions of permits or approvals that Developer must obtain for the Project. 4 B. DEVELOPMENT INCENTIVE. 1. Municipal Revenue Obligation . Following the issuance of an occupancy permit for the Project and the completion of the cost lookback in section B.1. h ., the City shall issue a Municipal Revenue Obligation (the "MRO"), to the Developer as a development incentive and to reimburse certain eligible project costs in the principal amount of up to six million one hundred and six thousand dollars ($6, 1 0 6 ,000) . T he Municipal Revenue Obligation shall be payable to Developer in annual installments and solely from 90% of the Excess Tax Increment generated by the Project . The Municipal Revenue Obligation shall be in the form incorporated herein as Attachment C . The City ’s obligations under this Section shall be subject to the following terms and conditions: a. As a condition precedent to receiving payments under the MRO, the Developer shall complete construction of the Project as provided by this Agreement, receive an occupancy permit and complete the cost lookback described in section B.1.h., below. b. Any payment on the Municipal Revenue Obligation shall be payable solely from and only to the extent that the City has received , as of such Payment Date and after the date of issuance of the Municipal Revenue Obligation , Excess Tax Increment . 90% of a ny such Excess Tax Increment shall be appropriated by the City Council to payment of the Municipal Revenue Obligation until paid in full or the TID Closure Date, whichever occurs first . The Municipal Revenue Obligation shall not accrue interest. c. For purposes of the Municipal Revenue Obligation, a “ Payment Date ” shall mean November 1 of each year until the TID Closure Date or until the Municipal Revenue Obligation has been paid in full, whichever occurs first . On each Payment Date, the City shall make a payment on the Municipal Revenue Obligation solely from 90% of Excess Tax Increment, but the City shall not have any obligation to make any Municipal Revenue Obligation payment in any year in an amount in excess of 90% of the Excess Tax Increment . In the event that there is no Excess Tax Increment to make a Municipal Revenue Obligation payment to the Developer in any year, it shall not be a default by the City , but such deficiency amount shall remain payable to Developer ; provide d however that if the Municipal Revenue Obligation has not been paid to Developer by the TI D Closure Date, the City shall have no further obligations to make payments hereunder or under the Municipal Revenue Obligations . d. The City covenants and agrees that 90% of Excess Tax Increment held by the City as of a given Payment Date shall not be appropriated for any other use, if not appropriated for the Municipal Revenue Obligation due as of such Payment Date. The District shall not be terminated prior to the TID C losure D ate unless the Municipal Revenue 5 Obligation of $ 6, 1 0 6 ,000 , has been paid . The City may pre-pay some or all of the Municipal Revenue Obligation at any time and without penalty. e. The Developer ’s Lender may require the Developer to execute a Collateral Assignment of this TIF Agreement and the Municipal Revenue Obligation. Such assignment shall require the consent of the City , and the City ’s consent may not be unreasonably withheld. f. Neither the Municipal Revenue Obligation nor the Excess Tax Increment shall be used or applied, in whole or in part, to the payment or reimbursement of any real, personal or other property taxes. g. The Municipal Revenue Obligation payments shall not be included in the computation of the City ’s constitutional debt limitation, because the Municipal Revenue Obligations payments are limited and conditional, and no taxes have been or will be levied for its payment or Excess Tax Increment or other taxes pledged to its payment. Nothing in this TIF Agreement shall be deemed to change the nature of City ’s obligation from a limited and conditional obligation to a general obligation. h. Municipal Revenue Obligation Cost Lookback. Before issuance of the Municipal Revenue Obligation, and following issuance of the final occupancy permit for the Project, the City and Developer shall perform a cost lookback. Once the Project is completed, the Developer will submit all of its actual design, construction, and development costs for the Project (“ Actual Total Development Cost s ” ) and invoices to the City to perform an updated financial analysis on the Developer ’s need for the Municipal Revenue Obligation . The Developer ’s initial estimated cost to develop the Project are incorporated as Attachment G (“ Estimated Total Development Costs ” ). If the Actual Total Development Cost s is 95% or less of the Developer ’s Estimated Total Development Cost s , then the Municipal Revenue Obligation amount will be reduced on a dollar for dollar basis for each dollar that the Developer ’s Estimated Total Development Cost s exceeds the Actual Total Development Cost s . For example, if Developer ’s Actual Total Development Costs is $1,000,000 less than the Estimated Total Development Costs, and the Actual Total Development Cost is less than 95% of the Estimated Total Development Costs, then the Municipal Revenue Obligation would be reduced by $1,000,000. 2. Statutory Authorization . Notwithstanding the separate Agreement to Undertake Development entered into by the parties, to the extent that the MRO constitutes a cash grant under Wis. Stat. § 66.1105(2)(f)2.d. it is the intent of the parties that this TIF Agreement is a d evelopment agreement under that section. C. DEVELOPER OBLIGATIONS. 6 1. Timely Proceed With Private Development . Developer shall use good faith efforts to construct and complete the Project by December 31, 202 8 , such that the economic development and other benefits cited in this TIF Agreement and the Project Plan are actually derived by the City and other taxing jurisdictions. 2. Environmental and Sustainable Development Features . The Project must incorporate the following environmental and sustainability features: a. Green Built Homes certification, as required for Developer ’s Wisconsin Housing and Economic Development Authority tax credits. b. Installation of solar-ready infrastructure. Additionally, Developer shall install solar panels for the Project in the event the difference between the Developer ’s Actual Total Development Costs and Estimated Total Developments Costs is sufficient to acquire and install solar panels to power all common areas for the Project , including the parking lot , garages, and community spaces . The costs to install solar panels shall be included in the Developer ’s Actual Total Development Costs for purposes of Section B.1.h.. c. Use of low volatile organic compound paints and adhesives. d. Installation of four ( 4 ) electric vehicle charging stations , with electric panel capacity to add (nine) 9 additional stations in the future . e. Use of water saving fixtures. f. Use of LED lighting. g. Only include Energy Star rated appliances and windows. h. Installation of twenty-four (24) bike racks. i. Use of cementitious and aluminum siding materials that have extended life cycles and are recyclable. j. Existing and new tree canopies must have an estimated shade coverage of over 60% of the impervious parking surfaces within ten years of occupancy permit issuance . Developer ’s architect and/or engineer shall certify to the City that all of the above environmental and sustainable features have been included within the Project. The Municipal Revenue Obligation will not be issued to Developer until Developer ’s engineer and/or architect has certified that all the above elements have been included within the Project. 3. Developer to Reimburse City Administrative Costs . The Developer shall reimburse the City for City Administrative Costs. T he City shall bill the Developer monthly for City Administrative Costs . Bills outstanding for more than 30 days shall accrue interest at the rate of 1 and 1/2 percent per month. The City may order the suspension of work on the Project if bills are outstanding for more than 60 days. Upon request and subject to any applicable limitations of privilege , the Developer may inspect the books and records of the City relating to invoices . 7 4. Tax Agreement . Developer shall execute and deliver to the City for recording with the Dane County Register of Deeds the Tax Agreement incorporated herein as Attachment D , which will be recorded against the Property simultaneously to the conveyance of the Property to Developer . 5. Licenses and Permits. Developer is responsible for obtaining all licenses, permits, and authority necessary to perform its obligations under this TIF Agreement , and for abiding by any conditions placed upon those approvals, including the conditions imposed by the Precise Implementation Plan . 6. Insurance . Developer shall maintain in effect and furnish to the City evidence of insurance and proof of payment of premiums as follows: a. During Construction . During the process of construction of the Project, Developer shall obtain policies of builder's risk completed value non-reporting form of fire and extended coverage, vandalism and malicious mischief hazard insurance , covering the Project in at least the amount of the estimated cost of replacement of the Project, with provision that such coverage will not be terminated without 30 days prior written notice to the City . 7. Building Permits . The City shall not issue building, occupancy, or other permits or approvals unless Developer has complied with the provisions of this TIF Agreement . 8. Compliance with Real Estate Purchase and Sale Agreement and Development Agreement . The parties entered into a n Amended and Restated R eal E state P urchase and S ale A greement on ____________, 2026 (“ REPSA ” ) for the conveyance of the Property and a n Amended and Restated Agreement to Undertake Development on ______________, 2026 governing remediation of environmental contamination, construction of public improvements, and other items related to the Project (“ Development Agreement ” ). Those agreements are hereby incorporated by reference. Any default of one or both of those agreements shall constitute a default under this TIF Agreement . If Developer is in default of any of its material obligations under either the REPSA or Development Agreement, the City may withhold payments under the Municipal Revenue Obligation until those defaults have been cured. D. INTENTIONALLY OMITTED . E. INTENTIONALLY OMITTED. F. INTENTIONALLY OMITTED . 8 G. LEGAL REQUIREMENTS AND PUBLIC RESPONSIBILITY . 1. Laws To Be Observed . The Developer shall at all times observe and comply with all federal, state , and local laws, regulations , and ordinances which are in effect or which may be placed in effect which may affect the Project . All applicable provisions of the City ’s Code of Ordinances, and any other applicable laws shall be adhered to with respect to the design, construction, and installation of the Project except as variances to or waivers of those requirements have been granted. Developer shall pay all charges and fees and give all notices necessary and incident to the lawful construction of the Project to be completed under this TIF Agreement . Developer shall at all times comply with the City Approval Conditions. 2. Public Protection and Safety . During construction of the Project , the Developer shall be responsible for all damage, bodily injury , or death relating to the construction of the Project whether from maintaining an "attractive nuisance" or otherwise. Where apparent or potential hazards occur incident to its conduct of the Project , the Developer shall provide reasonable safeguards. 3. Personal Liability of Public Officials . In carrying out any of the provisions of this TIF Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the City 's officers, agents , or employees, it being understood and agreed that in such matters they act as agents and representatives of the City . H. CONDITIONS PRECEDENT TO TIF AGREEMENT OBLIGATIONS. All of the following must occur before either party ’s obligations under this TIF Agreement shall become effective. 1. The City and Developer must approve and execute this TIF Agreement . 2. Developer shall provide commitment letters demonstrating it has secured sufficient financing to pay for the Project. 3. De veloper shall execute and deliver to the City for recording with the Dane County Register of Deeds, a Tax Agreement . 4. The Property must have been conveyed to the Developer. If the events described in this Section are not satisfied by December 31, 2027, unless otherwise e xtended upon mutual consent of the Parties, in writing , then this TIF Agreement shall be null and void. 9 I. GENERAL CONDITIONS. 1. Indemnification. The Developer shall indemnify and hold harmless the City , its officers, agents, and employees from and against all claims, damages, losses, and expenses, including attorney's fees, arising out of or resulting from the Project, provided, however, that such indemnification shall not extend to directions to Developer by the City or its employees to perform acts if the acts are performed in accordance with such direction. Developer shall indemnify and hold harmless the City and all its agents, officers and employees against any claim or liability arising from or based on the violation of any law, ordinance, regulation or order, whether by itself or its agents, employees, or contractors. In any and all claims against the City , its officers, agents , or employees, by any employee of the Developer, its contractor, any subcontractor, anyone directly or indirectly employed by any of them , or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation , or benefits payable by or for the Developer, the contractor, or any subcontractor under Worker's Compensation Acts, disability benefit acts, or other employee benefit acts. 2. No Vested Rights Granted . Except as provided by law, or as expressly provided in this TIF Agreement , no vested rights to develop the Project shall inure to Developer by virtue of this TIF Agreement . Nor does the City warrant that Developer is entitled to any other approvals required for the Project as a result of this TIF Agreement . This TIF Agreement is intended only to address those special concerns related to implementation of the Project. Nothing in this TIF Agreement relieves Developer from any obligations to obtain all necessary approvals and to follow all applicable local, state , and federal requirements in order to proceed with the Project . 3. Binding Effect/Assignment . The obligations of Developer and the City under this TIF Agreement shall be binding on their respective successors and assigns. Developer may not assign its benefits or obligations under this TIF Agreement without the express prior written approval of the City , which shall n o t be unreasonably withheld, and any unapproved assignment is void. No assignment of Developer's benefits consented to by the City in this subsection shall constitute a release of Developer from the obligations and liabilities under this TIF Agreement . Developer may, in its discretion, require by contract that any subsequent owner of all or part of the Property assume all or part of Developer's obligations. No such assumption, however, and no act of the City , shall release Developer from any obligation or liability under this TIF Agreement , unless and to the extent that the City expressly agrees in writing to release Developer. Any such consent by the City to release or not release Developer from the obligations and liabilities under this paragraph or any other part of this TIF Agreement shall not be unreasonably withheld . 10 4. No Waiver . No waiver of any provision of this TIF Agreement shall be deemed or constitute a waiver of any other provision, nor shall it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this TIF Agreement signed by both the City and Developer, nor shall the waiver of any default under this TIF Agreement be deemed a waiver of any subsequent default or defaults. Either party ’s failure to exercise any right under this TIF Agreement shall not constitute the approval of any wrongful act by the other party hereto. 5. Amendment/Modification . This TIF Agreement may be amended or modified only by a written amendment approved and executed by the City and Developer. 6. Remedies upon Default . A default is defined herein as a party ’s breach of, or failure to comply with, the terms of this TIF Agreement and the failure to cure such breach within thirty (30) days after the date of written notice from the non-defaulting party. The parties reserve all remedies at law or in equity necessary to cure any default or remedy any damages or losses under this TIF Agreement . Rights and remedies are cumulative, and the exercise of one or more rights or remedies shall not preclude the exercise of other rights or remedies. Remedies include, but are not limited to, charging Developer, on all amounts due to the City not paid by the due date, interest at the rate of 2 percent over the rate then payable by the City under the City b orrowing, from the due date until the date the unpaid amounts are paid in full. The City shall be allowed to withhold any payments due under this TIF Agreement if the Developer is in breach of this TIF Agreement and has failed to cure the breach within 30 days after notice thereof . In addition to other remedies provided to the City by this TIF Agreement , the City shall have the right, without notice or hearing, to impose special assessments or special charges on lots within the Property for any amount to which the City is entitled by virtue of this TIF Agreement . This provision constitutes the Developer's acknowledgment of special benefit and the Developer's consent to, and waiver of notice and hearing on all proceedings imposing such special assessments or special charges , provided the initial notice and opportunity to cure, as described above, has occurred . 7. Entire Agreement/ Attachments Incorporated . This writte n TIF Agreement and all attachments hereto, shall constitute the entire Agreement between Developer and the City as of the date hereof regarding the topics addressed herein . This TIF Agreement supersedes and replaces the previous Agreement to Finance Development entered into the parties on September 29, 2025. The previous Agreement to Finance Development is hereby void and of no further force and effect. 8. Severability . If any part, term, or provision of this TIF Agreement is held by a court of competent jurisdiction to be illegal or otherwise unenforceable, such illegality or unenforceability shall not affect the validity of any other part, term, or provision and the rights of the parties will be construed as if the invalid part, term, or provision was never part of the TIF Agreement . 11 9. Immunity . Nothing contained in this TIF Agreement constitutes a waiver of the City ’s sovereign immunity under applicable law. 10. Notice . Any notice required or permitted by this TIF Agreement shall be deemed effective given in writing and personally delivered or mailed by U.S. Mail , return receipt requested, as follows: To Developer: Joseph Alexander The Alexander Company, Inc. 2450 Rimrock Road, Suite 100 Madison, Wisconsin 53713 Telephone: 608.258.5580 Email: jma@alexandercompany.com with a copy to : Michael Best & Friedrich, LLP One South Pinckney Street , S u ite 700 Madison, WI 53703 Attn: Kevin A. Martin Telephone: 608.257.7467 Email: kamartin@michaelbest.com To the City : City Clerk City of Stoughton 207 S . Forrest St reet Stoughton, WI 53589 with a copy to : Stafford Rosenbaum LLP 222 West Washington Avenue, Suite 900 Madison, Wisconsin 53701-1784 Attn: Rick Manthe Telephone: 608.259.2618 Email: RManthe@staffordlaw.com 11. Recordation . The City may record a copy of this TIF Agreement , or a memorandum thereof, in the office of the Dane County Register of Deeds. Developer will pay the costs of any such recording. 12. Personal Jurisdiction and Venue . Personal jurisdiction and venue for any civil action commenced by either party arising out of this TIF Agreement shall be deemed to be proper only if such action is commenced in Circuit Court for Dane County unless it is determined that such Court lacks jurisdiction. Developer hereby consents to personal jurisdiction in Dane County. Developer also expressly waives the right to bring such action 12 in, or to remove such action to, any other court whether state or federal, unless it is determined that the Circuit Court for Dane County lack s jurisdiction. 13. Ratification . Developer hereby approves and ratifies all actions taken to date by the City , its officers, employees and agents in connection with the District, and in connection with the zoning and other approvals relating to the Property and the Project. 14. No Partnership . Under this TIF Agreement , the City does not, in any way or for any purpose, become a partner, employer, principal, agent , or joint venturer of or with Developer. 15. Good Faith . All parties to this TIF Agreement shall exercise good faith in performing any obligation that party has assumed under the terms of this TIF Agreement including, but not limited to, the performance of obligations that require the exercise of discretion and judgment. 16. Applicable Law . This TIF Agreement shall be construed under the laws of the state of Wisconsin. 17. No Private Right or Cause of Action . Nothing in this TIF Agreement shall be inter preted or construed to create any private right or any private cause of action by or on behalf of any person not a party hereto. 18. Effective Date . This TIF Agreement shall be effective as of the date and year first written above. 19. Term . Except as provided in Section H , this TIF Agreement shall continue in full force and effect until such time as Developer ’s obligations under this TIF Agreement have been fully satisfied, and the MRO had been issued, at which point this TIF Agreement shall terminate and be of no further force or effect. At that time, if this TIF Agreement has been recorded the parties shall jointly execute and record a release of the TIF Agreement . The Tax Agreement shall survive termination of this TIF Agreement . 20. Construction of TIF Agreement . Each party participated fully in the drafting of each and every part of this TIF Agreement . This TIF Agreement shall not be construed in favor of or against either party. It shall be construed simply and fairly to each party. 21. Authorization . Developer warrants that Developer ’s execution, delivery and performance of this TIF Agreement have been duly authorized and do not conflict with, result in a violation of, or constitute a default under any provision of Developer ’s articles of organization or membership agreements, or any agreement or other instrument binding 13 upon Developer, or any law, governmental regulation, court decree, or order applicable to Developer or to the Property. [SIGNATURES ON FOLLOWING PAGES] 14 IN WITNESS WHEREOF, the parties hereto have executed this TIF Agreement as of the year and date first set forth above, and by so signing this TIF Agreement , certify that they have been duly authorized by their respective entities to execute this TIF Agreement on their behalf. CITY : CITY OF STOUGHTON Dane County, Wisconsin By Tim Swadley, Mayor ATTEST: Candee Christen , City Clerk STATE OF WISCONSIN COUNTY OF DANE Personally came before me this _____ ___ day of _______________, _____ , the above-named Tim Swadley, Mayor , and Candee Christen , City Clerk, of the City of Stoughton , to me known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the City ’s authority. Subscribed and sworn to before me This ______ _ day of __________________, _____ . Notary Public, State of Wisconsin Print Name: My Commission: 15 DEVELOPER: The Alexander Company, Inc. By Joseph Alexander, President STATE OF WISCONSIN COUNTY OF DANE Personally came before me this _______ day of ________________, _____ the above named Joseph Alexander to me known to be the person who executed the foregoing instrument and acknowledged the same. Subscribed and sworn to before me This _______ day of __________________, _____ . Notary Public, State of Wisconsin Print Name: My Commission: 16 ATTACHMENTS A. Property Description B. Form PC 202 C. Municipal Revenue Obligation D. Tax Agreement E. INTENTIONALLY OMITTED F. General Development Plan and Specific Implementation Plan G. Estimated Total Development Costs 17 ATTACHMENT A LEGAL DESCRIPTION OF PROPERTY 18 ATTACHMENT B FORM PC 202 19 ATTACHMENT C MUNICIPAL REVENUE OBLIGATION CITY OF STOUGHTON $6, 1 0 6 ,000 THIS MUNICIPAL REVENUE OBLIGATION (the “ Obligation ” ) is issued this _________ day of _______________, 20 __ by the City of Stoughton , Dane County, Wisconsin (the “ City ” ) to _________ , a Wisconsin limited liability company (“ Developer ” ). WITNESSETH: I. The City and Developer have entered into a n Agreement to Finance Development in Tax Increment District No. 8 dated __________, _____ (the “ TIF Agreement ” ). II. This Obligation is issued by the City pursuant to the TIF Agreement. III. Terms that are capitalized in this Obligation that are not defined in this Obligation and that are defined in the TIF Agreement shall have the meanings assigned to such terms by the TIF Agreement. IV. Promise to Pay . The City shall pay to Developer the principal amount of $ 6, 1 0 6 ,000 , solely from 90% of the Excess Tax Increment under the terms and conditions provided in the TIF Agreement. The Municipal Revenue Obligation shall not accrue interest. V. Limited Obligation of City . This Obligation shall not constitute a charge against the City ’s general credit or taxing power. The City shall not be subject to any liability hereunder, or be deemed to have obligated itself to pay Developer any amounts from any funds except from the Excess Tax Increment, and then only to the extent and in the manner herein specified and in the TIF Agreement . VI. Subject to Annual Appropriations . Each payment under this Obligation shall be subject to annual appropriation by the City in accordance with the requirements for revenue obligations and in a manner approved by the City ’s bond counsel and in accordance with the TIF Agreement. VII. Prepayment Option. To satisfy in full the City ’s obligations under this Obligation, the City shall have the right , in its sole discretion, to prepay all or a portion of 20 the outstanding principal balance of this Obligation at any time, at par and without penalty. VIII. Miscellaneous. This Obligation is subject to the laws of the State of Wisconsin governing tax incremental financing and to the TIF Agreement. Dated this _______ day of ______________, 20 ____ . CITY : CITY OF STOUGHTON Dane County, Wisconsin By Tim Swadley, Mayor ATTEST: Candee Christen , City Clerk STATE OF WISCONSIN COUNTY OF DANE Personally came before me this ________ day of _______________, _____ , the above-named Tim Swadley, Mayor , and Candee Christen , City Clerk, of the City of Stoughton , to me known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the City ’s authority. Subscribed and sworn to before me This _______ day of __________________, _____ . Notary Public, State of Wisconsin Print Name: My Commission: 21 ATTACHMENT D TAX AGREEMENT THIS AGREEMENT is entered into as of the _______ day of_______________, 20____ (the Agreement), by and between the City of Stoughton , a Wisconsin municipal corporation (the “ City ” ), and _________ (the “ Owner ” ). RECITALS A. The City , and Owner have entered into a TIF A greement dated _____________________ , _____ , relating to the development of the Property . B. Owner is the sole owner of the property described in Attachment A of the TIF Agreement as set forth on Exhibit A hereto (the “ Property ” ) in the City of Stoughton , Wisconsin . C. The TIF A greement provides that it shall not take effect unless an agreement relating to the preservation of the taxable status of the Property that is satisfactory to the City and the owners of the Property has been signed by the City and all of the owners of the Property. D. Owner and the City wish to enter into this Agreement concerning preservation of the taxable status of the Property. E. The City and other taxing jurisdictions have provided and shall continue to provide public health, safety, fire and police protection, streets and street maintenance, snow removal, and other governmental services (“ Municipal Services ” ) that are funded by property taxes. NOW, THEREFORE, in consideration of the Recitals, and the mutual promises, obligations and benefits provided under this Agreement and the TIF Agreement, the receipt and adequacy of which are hereby acknowledged, Owner and the City agree as follows: 1. Recitals Incorporated. The recitals stated above are incorporated in this Agreement by reference. 2. Representations and Warranties by Owner. Owner represents and warrants that Owner: (1) is a corporation organized and existing under the laws of the State of Wisconsin; (2) has taken all actions necessary to enter into this Agreement; (3) has duly authorized the individual signers of this Agreement to do so; (4) is the sole owner of the Property, in fee simple; and (5) the Property is not encumbered by any lien, other than 22 as shown on Title Commitment No. _____________ , a copy of which has been provided to the City , and that Owner will not allow any lien to be placed upon or taken against the Property prior to the recording of this Agreement with the Register of Deeds for Dane County. 3. Tax Status of the Property . The Property shall be subject to property taxation in perpetuity and shall not be exempt from property taxation, in full or in part, except as required by law. Owner shall take all reasonable actions to assure that the Property shall not be exempt from property taxation, in full or in part, except as required by law. Owner shall not submit any request or application for property tax exemption of the Property, in full or in part, challenge the status of the Property as fully subject to property taxation, or seek any ruling by a court or any statutory change that would entitle the Property to exemption, in full or part. Nothing herein shall be construed as preventing Owner from challenging the Property ’s assessed value or the amount of property tax claimed due. Nothing herein shall be construed as preventing Owner from conveying all or part of the Property, subject to the terms and conditions of this Agreement and the TIF Agreement . 4. Payment for Municipal Services If Property Becomes Tax Exempt. If in any year (the “ Valuation Year ” ) the Property is exempt from property taxation, in full or in part, Owner shall pay the City , as a payment for municipal services provided by the City with respect to the Property (“ Payment for Municipal Services ” ), the difference between (1) the amount of property taxes on the Property that the City would have received for the Valuation Year if the Property were fully subject to property taxation, and (2 ) the amount of property taxes, if any, on the Property actually received by the City from Owner for the Valuation Year . The City shall send Owner an invoice for the Payment for Municipal Services due. One-half of the Payment for Municipal Services shall be due on January 31 of the year after the Valuation Year. The balance of the Payment for Municipal Services shall be due on July 31 of the year after the Valuation Year. Each payment shall be deemed made when actually received by the City . Any amount due that is not paid on time shall bear interest in the same manner and at the same rate as provided by law for unpaid property taxes. The Payment for Municipal Services shall constitute payment for municipal services provided with respect to the Property during the Valuation Year. The City and Owner acknowledge and agree that this Payment for Municipal Services would constitute a reasonable and appropriate means of carrying out the intent of the parties and would fairly and reasonably compensate the City for the municipal services provided during the Valuation Year. 5. Calculation of Property Taxes as If Property Were Not Exempt. If, for purposes of this Agreement, it becomes necessary to calculate the amount of property taxes on the Property that the City would have received if the Property were fully subject to property taxation, this amount shall be calculated as follows: (1) The fair market value of the Property as of January 1 of the Valuation Year shall be determined, in the same manner 23 as provided by law for property that is fully taxable, by the City Assessor or, if the City Assessor is unable or unwilling to do so, by a competent and impartial appraiser selected by the City in its sole discretion. (2) The fair market value, as so determined, shall be divided by the average assessment ratio for the Valuation Year for property in the City , as determined by the Wisconsin Department of Revenue. (3) The resulting amount shall be multiplied by the mil rate at which taxable property in the City is taxed to levy taxes for all taxing jurisdictions to which the Property is subject for the Valuation Year. That amount shall be deemed the amount of property taxes on the Property that the City would have received for the Valuation Year if the Property were fully taxable. Following the termination of Tax Increment District No. 8, the City shall allocate any Payments for Municipal Services made pursuant to this Agreement to all taxing jurisdictions in which the Property is located or to which the Property is subject for the Valuation Year, based on each taxing jurisdiction ’s mil rate. 6. Special Assessment If Any Required Payment For Municipal Services Is Not Timely Made. Any Payment for Municipal Services that is not made when due shall entitle the City to levy a special assessment against the Property for the amount due, plus interest. Owner hereby consents to the levy of any such special assessment, and pursuant to Wis. Stat. § 66.0703(7)(b), waive s any right to notice of or any hearing on any such special assessment. 7. Indemnification. Owner shall indemnify the City for all amounts of attorneys ’ fees and expenses and expert fees and expenses incurred in enforcing this Agreement. This paragraph shall not be applicable to cases where Owner has, in good faith, disputed the City ’s valuation. 8. Remedies . The City shall have all remedies provided by this Agreement, and provided at law or in equity, necessary to cure any default or remedy any damages under this agreement. Remedies shall include, but are not limited to, special assessments under section 6 of this Agreement, indemnification under section 7 of this Agreement, and all other remedies available at law or in equity. 9. Term of Agreement. The term of this Agreement shall begin on the date the Agreement is signed by both parties and shall continue indefinitely unless terminated by mutual written agreement of the parties to this Agreement . 10. Successors and Assigns. This Agreement shall run with the land and is binding on the successors and assigns of the parties, including, but not limited to, any subsequent owner of the Property, any part of the Property, or any real property interest in the Property or any part of the Property. If at any time the Property has more than one owner, any Payment for Municipal Services due under this Agreement for any Valuation Year shall be allocated among the owners jointly and severally . Notwithstanding the foregoing or anything else set forth herein, if Owner shall sell or otherwise convey its 24 interest in the Property, and the City consents in writing to assignment of the Owner ’s obligations under this Agreement, Owner shall be deemed released from all obligations hereunder and the City shall look solely to successors in interest for the performance of all of the obligations imposed on Owner by this Agreement. 11. Recording. This Agreement shall be recorded with the Register of Deeds for Dane County as soon as practicable following execution by Owner and the City . 12. Entire Agreement; Amendments. This Agreement encompasses the entire agreement of the parties regarding its subject matter. Any amendment hereto shall be made in writing, signed by all parties. 13. Severability. If any part of this Agreement is determined to be invalid or unenforceable, the rest of the Agreement shall remain in effect. 14. Waiver. No waiver of any breach of this Agreement shall be deemed a continuing waiver of that breach or a waiver of any other breach of this Agreement. 15. Interpretation of Agreement. The parties acknowledge that this Agreement is the product of joint negotiations. If any dispute arises concerning the interpretation of this Agreement, neither party shall be deemed the drafter of this Agreement for purposes of its interpretation. 16. Notices. Any notice required to be given under this Agreement shall be deemed given when deposited in the United States mail, postage prepaid, return receipt requested, to the party at the address stated below or when actually received by the party, whichever is first. The addresses are: 25 If to City : City Clerk City of Stoughton 207 S . Forrest St reet Stoughton, WI 53589 If to Owner: Joseph Alexander The Alexander Company, Inc. 2450 Rimrock Road, Suite 100 Madison, Wisconsin 53713 Telephone: 608.258.5580 Email: jma@alexandercompany.com with a copy to: Michael Best & Friedrich, LLP One South Pinckney Street, Suite 700 Madison, WI 53703 Attn: Kevin A. Martin Telephone: 608.257.7467 Email: kamartin@michaelbest.com Addresses may be changed by notice given in the manner provided in this section. 17. Governing Law. This Agreement has been negotiated and signed in the State of Wisconsin and shall be governed, interpreted, and enforced in accordance with the laws of the United States and the State of Wisconsin. [SIGNATURES ON FOLLOWING PAGES] 26 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. CITY : CITY OF STOUGHTON Dane County, Wisconsin By Tim Swadley, Mayor ATTEST: Candee Christen , City Clerk STATE OF WISCONSIN COUNTY OF DANE Personally came before me this ________ day of _______________, _____ , the above-named Tim Swadley, Mayor , and Candee Christen , City Clerk, of the City of Stoughton , to me known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the City ’s authority. Subscribed and sworn to before me This _______ day of __________________, _____ . Notary Public, State of Wisconsin Print Name: My Commission: 27 OWNER: The Alexander Company, Inc. By Joseph Alexander, President ACKNOWLEDGMENT STATE OF WISCONSIN COUNTY OF DANE Personally came before me this _______ day of _______________, _____ , the above-named Joseph Alexander to me known to be the perso n who executed the foregoing instrument and acknowledged the same. Notary Public, State of Wisconsin My Commission: 28 E X H IB IT A T a x A g reem en t L eg a l D escrip tio n 29 C O N S E N T O F L IE N H O L D E R S A N D M O R T G A G E S U B O R D IN A T IO N F o r v alu e receiv ed an d to in d u ce th e C ity to en ter th e T ax A g reem en t w ith O w n er, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , as h o ld er o f a m o rtg ag e d ated _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ an d reco rd ed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ as d o cu m en t _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , m ad e b y _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , to secu re an in d eb ted n ess in th e am o u n t o f $ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (“M o rtg ag e”), h ereb y co n sen ts to th e ex ecu tio n an d d eliv ery o f th e fo reg o in g T ax A g reem en t b y O w n er, an d h ereb y su b o rd in ates its M o rtg ag e (an d an y o th er lien s th at it m ay o b tain w ith resp ect to th e P ro p erty ) to an y an d all claim s o f th e C ity , its su ccesso rs an d assig n s u n d er th e T ax A g reem en t. L ien h o ld er ack n o w led g es th at th e C ity is rely in g o n th e co n sen t o f L ien h o ld er an d L ien h o ld er’s ag reem en t to su b o rd in ate its M o rtg ag e to th e claim s o f th e C ity u n d er th e T ax A g reem en t w h en ag reein g to en ter th e T ax A g reem en t w ith O w n er. L ien h o ld er ack n o w led g es th at th e ex ecu tio n an d d eliv ery o f th e T ax A g reem en t b y O w n er an d th e C ity is in L ien h o ld er’s b est in terest. L ien h o ld er’s ag reem en t to co n sen t to th e T ax A g reem en t an d su b o rd in ate th e M o rtg ag e to th e C ity ’s claim s u n d er th e T ax A g reem en t are b in d in g o n th e assig n s an d su ccesso rs o f L ien h o ld er. D ated : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , _ _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ B y : N am e: T itle: A ttest: N am e: T itle: 30 S T A T E O F W IS C O N S IN C O U N T Y O F _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ P erso n ally cam e b efo re m e th is _ _ _ _ _ d ay o f _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , 2 0 _ _ _ _ th e ab o v e-n am ed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , o f _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , to m e k n o w n to b e th e _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ o f _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ w h o ex ecu ted th e fo reg o in g in stru m en t as su ch o fficer o f _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . P rin t n am e: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ N o tary P u b lic, S tate o f W isco n sin M y C o m m issio n : 31 ATTACHMENT F GENERAL DEVELOPMENT PLAN AND SPECIFIC IMPLEMENTATION PLAN 32 33 34 35 36 37 38 39 40 41 42 Attachment G Estimated Development Costs Summary of Changes to Riverfront Site REPSA and Development Agreement 9.9.26: - “The parties now wish to amend the original agreement to undertake development of the Phase 1 Land to clarify environmental remediation responsibilities and provide Developer additional time to secure financing to develop the Phase 1 Land.” - REPSA: Contingencies satisfied no later than December 1, 2026. - REPSA: Construction commencement deadline of December 31, 2028. - REPSA: Construction completion deadline of December 31, 2029 (was December 31, 2027). - REPSA: Closing date no later than April 4, 2027. - Development Agreement: events in Section D satisfied by April 30, 2027 (formerly June 30, 2026, then November 1, 2026) Proposed edits: - Change Regina Hirsch to Dale Reeves (signature page) AlexanderP1 Development(not covered by MMP)Stoughton Public Works(Roadway / Stormwater)LIMIT OFMMP AREAStoughton Parks(Riverwalk/Riverpark)StoughtonDPWMillfabHolley HighwayTrailerRobertsElectricExcavate into GroundwaterMGP-related ContaminationD 525 JUNCTION ROADSUITE 1900MADISON, WICLIENTFIGURE4AREAS REQUIRINGREMEDIAL EXCAVATION FORPLANNED USAGESITE LOCATION1 INCH = 80 FEETSCALE IS APPROXIMATE080’ - Boring Location (2015)- Boring Location (Aecom 2015)- Boring Location (Ayres 2009)- Test Pit (Jan. 2022) - Topographic Contour- Stormwater Sewer- Sanitary Sewer- Gas (buried)LEGEND - Monitoring Well (DPW)- Monitoring Well (MillFab)- Geoprobe Location (2018)- Geoprobe Location (2021)- Geoprobe Location (April 2022)- Geoprobe Location (2020)B-9TMW-1MW-1 PROJECT NUMBERDATE SOURCET220-05111/09/2025Dane County Public MappingField Measurements STOUGHTON REDEVELOPMENT AUTHORITY207 SOUTH FORREST STREETSTOUGHTON, WI 53589STOUGHTON RIVERFRONT DEVELOPMENT500 BLOCK S FOURTH and 400 BLOCK E. SOUTH STREETSSTOUGHTON, WI GP-4mTNC-1TB-1GP-4TP-2SP-1P-1CExcavate to 4 ftShallow PAH contaminationAExcavate to 8 ftPAH contaminationExcavate into GWGas Holder ContaminationB CITY OF STOUGHTON REDEVELOPMENT AUTHORITY RESOLUTION NO. 01-2026 APPROVING AMENDED DEVELOPMENT AGREEMENT WITH ALEXANDER CO. WHEREAS, the City of Stoughton Redevelopment Authority (RDA) and the City of Stoughton previously entered into a Real Estate Purchase and Sale Agreement and an Agreement to Undertake Development with the Alexander Company, Inc., on September 29, 2025 for redevelopment of the Riverfront Site; and WHEREAS, the RDA, City, and Alexander Co. (“the Parties”) now wish to amend those agreements to further clarify their respective environmental remediation responsibilities and extend the timelines for the sale and development of the Riverfront Site; NOW, THEREFORE, BE IT RESOLVED after due consideration, the City of Stoughton Redevelopment Authority hereby approves the Amended Development Agreement with Alexander Company for development of the Riverfront Site; and BE IT FURTHER RESOLVED that the City of Stoughton Redevelopment Authority hereby submits the Amended Development Agreement to the Stoughton City Council for approval. This resolution being adopted by the City of Stoughton Redevelopment Authority at a duly scheduled meeting on September 9, 2026. ____________ Dale Reeves, Chair ____________ Katrina Becker, Executive Director MBF\011626\0081\41198283.v12-9/5/25 AMENDED AND RESTATED REAL ESTATE PURCHASE AND SALE AGREEMENT THIS AMENDED AND RESTATED REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Agreement ” ) is entered into among the Alexander Company, Inc. , a Wisconsin corporation (“ Buyer ” ) and the City of Stoughton Redevelopment Authority, a body corporate and politic (the “ RDA ” ), and the City of Stoughton, a Wisconsin municipal corporation (the “ City ” ) (the RDA and the City, collectively, the “ Seller ” ), dated effective as o f th e d a te o f th e la st o f th e p a rtie s’ sig n a tu re s h e re to (th e “ E ffe c tiv e D a te ” ). RECITALS: A. Seller owns fee simple title to an approximately 10.9- acre tract of real estate located in the C ity o f S to u g h to n , Wisconsin, bounded on the west by Fourth Street, on the east by Seventh Street, on the north by South Street and on the south by the Yahara River, which Seller has marketed for redevelopment (the “ Riverfront Site ” ). B. Buyer desires to purchase a n approximately 2.95 acre portion of the Riverfront Site , more particularly described in Exhibit A, from Seller and Seller desires to sell to Buyer such property in accordance with the terms and conditions set forth herein. C. On July 8, 2025 , in Ordinance No. 26-2025 , the City approved Planned Development Zoning designation and a General Development Plan (“ GDP ” ) for the Riverfront Site , allowing for Buyer to proceed with developing Lot 1 of the CSM, generally depicted on the attached Exhibit B (the “ Phase 1 Development ” ). D. The parties previously entered into a Real Estate Purchase and Sale Agreement on September 29, 2025, and an Agreement to Undertake Development on September 29, 2025, governing the sale and development of the Phase 1 Land and the Phase 2 Land , but now wish to amend those agreements to further clarify their respective environmental remediation responsibilities, and extend the timelines for the sale and development of the Phase 1 Land and Phase 2 Land . E. The parties wish to enter into this Agreement to govern the sale and development of the Riverfront Site. AGREEMENT: 1. Definitions . Words that are capitalized but not defined in th is Agreement shall have the meanings provided in the draft Development Agreement (“ Agreement to Undertake Development ” ) attached hereto as Exhibit C . 2. Agreement to Purchase . Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller th at certain portion of the Riverfront Site , together with all other rights and interests appurtenant thereto , depicted and described as Lot 1 (the “ Phase 1 Land ” ) on the certified survey map attached hereto as Exhibit A (the “ CSM ” ). 3. Purchase Price . The purchase price for the Phase 1 Land shall be one dollar ($ 1 ). (the “ Phase 1 Purchase Price ” ) The Phase 1 Purchase Price shall be paid by Buyer on the Closing Date by certified or cashier ’s check . 4. Phase 1 Land Contingencies . (a) Each party ’s respective obligation to consummate the purchase and sale transaction of the Phase 1 Land is contingent upon satisfaction of all of the following (collectively, the “ Contingencies ” ) no later than December 1 , 2026 (the “ Contingency Deadline ” ): (i) Approval by the City of Stoughton Common Council and the RDA of a development agreement (the “ Agreement to Undertake Development ” ), in substantially the form of the draft attached as Exhibit C ; (ii) A pproval by the City of Stoughton Common Council (and the Joint Review Board, where required) of any resolutions, boundary amendments, project plans or other items necessary for the Agreement to Undertake Development to be implemented ; and (iii) Buyer has delivered to Seller copies of one or more fully executed contracts between Buyer and Buyer ’s contractor or contractors to implement the Remedial Action Plan . (iv) Buyer obtaining approval from the City for a specific implementation plan for the Project. (v) Buyer has delivered to Seller documentation satisfactory to Seller that Buyer has secured sufficient funds , or a combination of funds and financing commitments, to pay for the construction of the Project. (vi) Evidence satisfactory to Buyer regarding completion or sufficient progress regarding construction of any public recreational facilities which might interfere with the Phase 1 Project . (vii) The parties have approved and entered into a Tax Incremental Financing Agreement for development of the Phase 1 Land. (viii) The parties have entered into an agreement, mutually acceptable to the parties, granting the City the option to repurchase the Phase 1 Land in the event the Buyer does not commence construction of the Project by December 31, 202 8 , or Developer has not completed construction of the Project by December 31, 202 9 . (b) Council Approval Required . Notwithstanding anything to the contrary set forth herein, the City ’s execution of this A greement shall not be construed as a commitment by the City of Stoughton Common Council to approve the Agreement to Undertake Development . The parties to this Agreement acknowledge that each City a pproval is an independent action that may be taken by the City of Stoughton Common Council , in the proper exercise of its governmental authority , and the City ’s entry into this Agreement in no way obligates or commits the City of Stoughton Common Council to grant any other City a pproval. (c) Extension or Termination . If all the Contingencies are not satisfied by the Contingency Deadline, the Parties may extend the Contingency Deadline by mutual agreement, in writing, specifying a new Contingency Deadline. As Buyer will have incurred substantial costs in preparation for closing, approval of such extension shall not be unreasonably withheld. If no such extension is agreed upon, this Agreement shall terminate and neither party shall have any further obligation hereunder. 5. Title Insurance . W ithin thirty (30 ) days following the Effective Date of this Agreement , Seller shall deliver to Buyer a commitment (“ Commitment ” ) prepared by the Madison, Wisconsin office of First American Title Insurance Company NCS (the “ Title Company ” ) to issue a standard form ALTA owners ’ policy of title insurance, including gap coverage, for the Phase 1 Land in the amount of $ 20 0,000 naming Buyer as the proposed insured, showing all liens, encumbrances and other matters of record . The Commitment shall be delivered to Buyer together with legible copies of all documents that appear as exceptions to title. Within thirty (30) days of Buyer ’s receipt of the Title Commitment , Buyer shall notify Seller, in writing (“ Buyer ’s Title Notice ” ), of any objections to the Title Commitment. Seller shall use diligent good faith efforts to remove any objections Buyer has with respect to the Title Commitment , particularly any utility or similar easements which would impact the ability to construct the Phase 1 Development . If one or more of such objections cannot be removed, Seller shall notify Buyer in writing (“ Seller ’s Notice ” ), within thirty (30 ) days after Seller ’s receipt of Buyer ’s Title Notice, of which objections cannot be removed. Buyer shall elect, in writing within ten (10) days thereafter, either to: (i) terminate and cancel the Agreement, and neither party shall have further obligations hereunder; or (ii) waive the title objections and proceed to Closing. If Seller fails to deliver Seller ’s Notice within the 30 day period, Seller shall be deemed to have agreed to cure all of Buyer ’s objections. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove all monetary encumbrances from title at or before Closing. Exceptions to title approved by Buyer hereunder shall be deemed to be “ Permitted Exceptions .” 6. Closing . (a) Closing Date . Following the satisfaction of all Contingencies and any other conditions precedent set forth herein, the “ Closing ” shall occur at the offices of the Title Company on a date mutually acceptable to the parties no later than April 4, 2027 (such date, the “ Closing Date ” ). (b) C lo sin g D o c u m e n ts. On or prior to the Closing Date, the parties shall execute the following documents: (i) Seller will execute and record the CSM , the cost of which will be credited to Buyer at Closing ; (ii) Seller will execute and deliver to Buyer a general warranty deed (the “ Deed ” ) conveying the Phase 1 Land to Buyer subject only to the Permitted Exceptions ; (iii) Buyer and Seller will complete a Wisconsin Real Estate Transfer Return in the form that is required by state statute in order to record the Deed; (i v ) Buyer and Seller will execute and deliver a closing statement setting forth the Purchase Price and any adjustments thereto as provided for in this Agreement ; (v) Seller will execute and deliver to Buyer a Non-Foreign Person Affidavit confirming that Seller is not a foreign person subject to certain federal withholding requirements; (v i) the City and the Buyer will execute the Agreement to Undertake Development ; (vi i) Buyer and Seller will execute and deliver any other documents that are necessary to consummate the transaction contemplated by this Agreement , including such documents as are necessary to cause title to be conveyed to Buyer in the form approved by Buyer pursuant to the terms of this Agreement . (c) Costs and Expenses . Seller shall be responsible for paying the Wisconsin real estate transfer fee, the cost of providing title insurance to Buyer and any recording fees related to satisfying any existing mortgages against the Phase 1 Land . Buyer will pay any recording fees related to recording the Deed and to record any mortgages it grants on the Phase 1 Land . Buyer shall pay any cost of the Title Company to act as the closing agent. Each party will be solely responsible for paying its respective attorney ’s fees. (d) Pror ations and Adjustments . T he following items shall be prorated and adjusted between Buyer and Seller as of 12:01 a.m. on the date of Closing as follows : (i) All utility charges, including, but not limited to, electricity, gas, water, sewer, steam and telephone shall be determined by actual meter readings, if available; otherwise they shall be estimated on the basis of the last billing available from the respective utilities. Any utility deposits, standby charges or other prepayments, if assignable, shall be assigned to Buyer, who shall reimburse Seller therefor. (ii) General real estate taxes levied against the Phase 1 Land . The proration shall be based on the net general real estate taxes for the year of Closing, if known, otherwise on the net general real estate taxes for the year prior to Closing. (iii) Assessments, either general or special, for improvements completed prior to Closing, whether matured or unmatured, shall be paid in full by Seller (including all principal and interest). All other asses sments shall be paid by Buyer , except that Buyer shall not be assessed for the costs of initial construction of any improvements anticipated within the approved GDP for the Riverfront Site , other than those costs included in this Agreement or otherwise agreed to in writing between the Parties . (iv) As between Seller and Buyer, Seller shall be responsible for all operating expenses for the Phase 1 Land allocable to the period prior to the date of Closing and shall pay all such expenses when due; and Buyer shall be responsible for all operating expenses for the Project allocable to the period on and after the date of Closing. (v) Such other items as are required to be prorated pursuant to the terms hereof, or as are customarily prorated upon the transfer of ownership and possession of commercial rental real estate in Dane County. The parties will make such post-closing adjustments and readjustments as may be required due to errors and omissions in the closing adjustments. If information is not available or if the parties agree that it is impracticable to make a particular adjustment on the date of Closing, that adjustment shall be made as soon as practicable after such information is available. 7. Environmental Remediation . (a) Buyer and Seller acknowledge that, as of the Effective Date of this Agreement, various environmental contaminants exist on the Riverfront Site, known and unknown, including, without limitation, the contaminants described in the open Wisconsin Department of Natural Resources (“ DNR ” ) files identified as BRRTS number 02-13- 583169, 02-13-554724, and 02-13-585835; closed DNR files identified as BRRTS number 02-13-579312, 02-13-258425; and general property DNR file identified as BRRTS number 07-13-563581 (the “ Existing Contamination ” ). (b) Promptly following the Effective Date of this Agreement, Buyer shall prepare and submit an application to WEDC ’s Brownfields Grant Program seeking a grant (“ Brownfield Grant ” ) payable to Buyer to address some of its costs that will be incurred in mitigating environmental risks to the end-users of the Phase 1 Development including soil capping, vapor mitigation and/or installation of impervious surfaces . Buyer and Seller shall cooperate with one another in pursuing the Brownfield Grant application and in seeking out and maximizing any other potential grant opportunities to address the Existing Contamination. (c) If Buyer proceeds with the transaction contemplated by this Agreement, Seller shall be responsible for the remediation of the Existing Contamination on the Phase 1 Land for the areas depicted as C and D in Exhibit D (“ Seller Remediation Areas ” ). Seller shall remediate the Seller Remediation Areas in accordance with requirements of the Wisconsin Department of Natural Resources requirements . This subsection does not prohibit Seller from seeking contribution from third parties. As between Buyer and Seller, Buyer shall be responsible for the remediation or removal of any other Existing Contamination on the Phase 1 Land , including areas A and B depicted on Exhibit D, not caused by Seller . During the remediation process, the Seller ’s excavation shall be adequately dewatered to at least 2 ft below the final excavation depth. Prior to backfill placement, the undercut subgrades should be recompacted and suitability evaluated for the support of Buyer ’s planned foundations, floor slabs and paved areas by CGC, with the potential for isolated deeper undercuts where very loose or disturbed soils are present, or subgrade stabilization where subgrades are wet. Once firm and stable subgrade conditions have been developed, granular backfill should be placed and compacted to at least 95% modified Proctor to restore proposed footing and pavement subgrades. Alternatively, crushed aggregate such as 3-in. dense graded base or 1 to 3-in. crushed clear stone (wrapped in fabric) could be used to backfill the excavation to footing grades. 8. Purchase of Phase 2 Land . (a) Within twelve (12) months of Buyer receiving a final occupancy permit for the completed Phase 1 Development (subject to any extension as described in paragraph (d), below) , provided that all Phase 2 Land Contingencies (below) have been satisfied , Buyer may buy from Seller, the Phase 2 Land. The Phase 2 Land Purchase Price shall be $1. (b) Phase 2 Land Contingencies. (i) Each party ’s respective obligation to consummate the purchase and sale transaction of the Phase 2 Land is contingent upon satisfaction of all of the following (collectively, the “ Phase 2 Land Contingencies ” ) no later than twelve (12) months from the date the final occupancy permit is issued for the Phase 1 Development (the “ Phase 2 Land Contingency Deadline ” ): (1) Buyer obtaining approval of a certified survey map creating the Phase 2 Land lot . (2) A pproval by the City of Stoughton Common Council and the RDA of a development agreement , including a tax increment financing agreement (if necessary), for the Phase 2 Land; (3) Buyer has delivered to Seller copies of one or more fully executed contracts between Buyer and Buyer ’s contractor or contractors to construct the Phase 2 Project and to implement a Phase 2 environmental remedial a ction p lan to remediate Existing Contamination on the Phase 2 Land . (4) Buyer has delivered to Seller documentation satisfactory to Seller that Buyer has secured sufficient funds, or a combination of funds and financing commitments, to pay for the construction of the Phase 2 Project and the Phase 2 Public Improvements (if any) . (5) The parties acknowledge that Buyer will not be able to proceed with developing the Phase 2 Land unless the Phase 1 Development has achieved a certain occupancy rate after construction , which will impact its ability to obtain funding for Phase 2 . Buyer ’s obligation to purchase the Phase 2 Land is contingent upon Buyer obtaining debt service coverage ratio for Phase 1 of 1.1, prior to funding the Phase 2 Development . If Buyer has not obtained a sufficient debt service coverage ratio to proceed with the Phase 2 Development , the obligation to convey the Phase 2 Land from the Seller to the Buyer shall be null and void and Buyer shall have no further rights, interests, or obligations in relation to acquiring or developing the Phase 2 Land . (6) Buyer ’s obtaining sufficient funding through all available sources to remediate any environmental contamination on the Phase 2 Land . (7) Buyer has obtained all necessary zoning approvals from the City of Stoughton , such as a rezone, or a general development plan and specific implementation plan, to develop the Phase 2 Land. (c) Council Approval Required . Notwithstanding anything to the contrary set forth herein, the City ’s execution of this A greement shall not be construed as a commitment by the City of Stoughton Common Council to approve the Phase 2 Land d evelopment a greement or any other approvals necessary to develop the Phase 2 Land . The parties to this Agreement acknowledge that each City a pproval is an independent action that may be taken by the City of Stoughton Common Council , in the proper exercise of its governmental authority , and the City ’s entry into this Agreement in no way obligates or commits the City of Stoughton Common Council to grant any City a pproval. (d) Extension or Termination of Phase 2 Land Contingency Deadline . If all the Phase 2 Land Contingencies are not satisfied by the Phase 2 Land Contingency Deadline, the Parties may extend the Phase 2 Land Contingency Deadline by mutual agreement, in writing, specifying a new Contingency Deadline. Approval of such extension shall not be unreasonably withheld. If no such extension is agreed upon, this Agreement shall terminate and neither party shall have any further obligation hereunder. In the event that this Agreement is terminated pursuant to this provision, Buyer will transmit to Seller all rights and title to its accumulated professional work product created to such date in preparation for the Phase 2 Development. (e) Title Insurance . Within thirty days of Phase 2 Land Contingency being satisfied , the Seller shall deliver to Buyer a commitment (“ Phase 2 Land Commitment ” ) prepared by the Title Company to issue a standard form ALTA owners ’ policy of title insurance, including gap coverage, for the Phase 2 Land in the amount of $ 200 ,000 naming Buyer as the proposed insured, showing all liens, encumbrances and other matters of record . The Commitment shall be delivered to Buyer together with legible copies of all documents that appear as exceptions to title. Within thirty (30) days of Buyer ’s receipt of the Title Commitment , Buyer shall notify Seller, in writing (“ Buyer ’s Phase 2 Title Notice ” ), of any objections to the Title Commitment. Seller shall use diligent good faith efforts to remove any objections Buyer has with respect to the Title Commitment. If one or more of such objections cannot be removed, Seller shall notify Buyer in writing (“ Seller ’s Phase 2 Notice ” ), within thirty (30 ) days after Seller ’s receipt of Buyer ’s Title Notice, of which objections cannot be removed. Buyer shall elect, in writing within ten (10) days thereafter, either to: (i) terminate and cancel the Agreement, and neither party shall have further obligations hereunder; or (ii) waive the title objections and proceed to Closing. If Seller fails to deliver Seller ’s Notice within the 30 day period, Seller shall be deemed to have agreed to cure all of Buyer ’s objections. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove all monetary encumbrances from title at or before Closing. Exceptions to title approved by Buyer hereunder shall be deemed to be “ Phase 2 Land Permitted Exceptions .” (f) Phase 2 Closing. (i) Closing Date . Following the satisfaction of all Contingencies and any other conditions precedent set forth herein, if the Phase 2 Development is to move forward, the “ Phase 2 Land Closing ” shall occur at the offices of the Title Company on a date mutually acceptable to the parties no later than twelve months from the issuance of the final occupancy permit for the Phase 1 Development (such date, the “ Phase 2 Land Closing Date ” ). (ii) C lo sin g D o c u m e n ts. On or prior to the Phase 2 Land Closing Date, the parties shall execute the following documents: (i) Seller will execute and deliver to Buyer a general warranty deed (the “ Phase 2 Land Deed ” ) conveying the Phase 2 Land to Buyer subject only to the Phase 2 Permitted Exceptions ; (ii) Buyer and Seller will complete a Wisconsin Real Estate Transfer Return in the form that is required by state statute in order to record the Phase 2 Land Deed; (iii) Buyer and Seller will execute and deliver a closing statement setting forth the Phase 2 Land Purchase Price and any adjustments thereto as provided for in this Agreement ; (iv) Seller will execute and deliver to Buyer a Non-Foreign Person Affidavit confirming that Seller is not a foreign person subject to certain federal withholding requirements; (v) the City and the Buyer will execute a mutually agreed upon agreement to undertake development for the Phase 2 Land ; (vi) Buyer and Seller will execute and deliver any other documents that are necessary to consummate the Phase 2 Land transaction contemplated by this Agreement , including such documents as are necessary to cause title to be conveyed to Buyer in the form approved by Buyer pursuant to the terms of this Agreement . (iii) Costs and Expenses . Seller shall be responsible for paying the Wisconsin real estate transfer fee, the cost of providing title insurance to Buyer and any recording fees related to satisfying any existing mortgages against the Phase 2 Land . Buyer will pay any recording fees related to recording the Deed and to record any mortgages it grants on the Phase 2 Land . Buyer shall pay any cost of the Title Company to act as the closing agent. Each party will be solely responsible for paying its respective attorney ’s fees. (iv) Pror ations and Adjustments . T he following items shall be prorated and adjusted between Buyer and Seller as of 12:01 a.m. on the date of Phase 2 Land Closing as follows : (1) All utility charges, including, but not limited to, electricity, gas, water, sewer, steam and telephone shall be determined by actual meter readings, if available; otherwise they shall be estimated on the basis of the last billing available from the respective utilities. Any utility deposits, standby charges or other prepayments, if assignable, shall be assigned to Buyer, who shall reimburse Seller therefor. (2) General real estate taxes levied against the Phase 2 Land. The proration shall be based on the net general real estate taxes for the year of Phase 2 Land Closing, if known, otherwise on the net general real estate taxes for the year prior to Phase 2 Land Closing. (3) Assessments, either general or special, for improvements completed prior to Phase 2 Land Closing, whether matured or unmatured, shall be paid in full by Seller (including all principal and interest). All other assessments shall be paid by Buyer , except that Buyer shall not be assessed for the initial costs of construction of any Public Improvements anticipated within the approved GDP for the Riverfront Site, other than those costs included in this Agreement or otherwise agreed to in writing between the Parties . (4) As between Seller and Buyer, Seller shall be responsible for all operating expenses for the Phase 2 Land allocable to the period prior to the date of Phase 2 Land Closing, and shall pay all such expenses when due; and Buyer shall be responsible for all operating expenses for the Project allocable to the period on and after the date of Phase 2 Land Closing. (5) Such other items as are required to be prorated pursuant to the terms hereof, or as are customarily prorated upon the transfer of ownership and possession of commercial rental real estate in Dane County. The parties will make such post-closing adjustments and readjustments as may be required due to errors and omissions in the closing adjustments. If information is not available or if the parties agree that it is impracticable to make a particular adjustment on the date of Phase 2 Land Closing, that adjustment shall be made as soon as practicable after such information is available. (a) Environmental Remediation . Buyer shall be responsible for the remediation of the Existing Contamination on the Phase 2 Land if conveyed to Buyer , with the exception of those remediation activities to be undertaken by the Buyer and any other parties involved or obligated in the final remediation plans for the entirety of the Riverfront Site . Seller shall have no obligation to remediate any Existing Environmental Contamination on the Phase 2 Land or make any financial contribution towards remediating the Phase 2 Land if it is conveyed to Buyer. Buyer shall prepare and submit an application to WEDC ’s Brownfields Grant Program seeking a Brownfield Grant , if such a grant is available, payable to Buyer to address some of its costs that will be incurred in mitigating environmental risks to the end-users of the Phase 2 Development including soil capping, vapor mitigation and/or installation of impervious surfaces . Buyer and Seller shall cooperate with one another in pursuing the Brownfield Grant application and in seeking out and maximizing any other potential grant opportunities to address the Existing Contamination. (b) Termination for Cause . If Buyer is in default of any material obligation under the Agreement to Undertake Development for the Phase 1 Land beyond applicable notice and cure periods, Seller may terminate Buyer ’s rights to acquire the Phase 2 Land upon written notice to Buyer. 9. Seller ’s Representations and Warranties . In order to induce Buyer to enter into this Agreement , Seller hereby makes the following representations and warranties to Buyer, each of which shall be deemed to be independently material and relied upon by Buyer, regardless of any investigation made by, or information known to, Buyer, and upon which Buyer has relied and without which Buyer would not have submitted this Agreement . Seller covenants and agrees that each of the representations are true and correct on the date hereof and, as a condition precedent to Buyer ’s obligation to close, Seller shall affirm that each of these representations continue to be true and correct on the date of Closing, and that such representations and warranties shall survive Closing: (a) Authority . The sale of the Phase 1 Land and Phase 2 Land pursuant to this Agreement is not in violation of any provision of any agree ment to which Seller is bound. Seller has complete power and authority to enter into and perform the transaction contemplated by this Agreement according to its terms, and the execution and delivery of this Agreement and the consummation thereof have been duly authorized by all required action. (b) Litigation, Court Orders . There are no legal actions, condemnation proceedings, suits or other legal administrative proceedings, pending, or to the knowledge of Seller, threatened, against the Phase 1 Land or Phase 2 Land , and there are no governmental agency or court orders requiring repairs, alterations or corrections of any existing conditions on the Phase 1 Land or Phase 2 Land excepting proceeding s with the Wisconsin Department of Natural Resources relating the Existing Contamination . 10. Seller ’s Covenants . (a) Access . Following the Effective Date and up to and including the date of Closing, Seller shall grant Buyer access to the Phase 1 Land and Phase 2 Land at reasonable times and upon reasonable notice for the purpose of making such investigations, studies, assessments and the like that Buyer deems necessary or desirable, consistent with good commercial practice. (b ) Continued Operation . Following the Effective Date and up to and including the respective dates of conveyance, Seller shall maintain the Phase 1 Land and Phase 2 Land in good condition and repair, reasonable wear and tear excepted and shall continue to operate the Phase 1 Land and Phase 2 Land in their ordinary and normal course of business . (c) There are no restrictions or agreements applicable to the Property other than those, if any, described in the Title Commitment. (d) There are no leases, tenancies, licenses, concessions, franchises, options, or rights of occupancy affecting the Property. (e) The current use and occupancy of the Property does not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement or restriction affecting the Property. (f) All claims for work, labor, service and materials furnished prior to Closing, if any, have been finally satisfied by Seller prior to Closing, such that no mechanics', materialmen's, or other lien may be filed against the Real. (g) With the exception of those matters described and enumerated in paragraph 7(a), above, the Property is not subject to , or the subject of , any existing, pending or, to Seller ’s knowledge, threatened investigation, proceeding or suit by any governmental authority or private party under any Environmental Law and there is no factual basis for any such investigation, proceeding or suit. Neither Seller nor any Person for whose conduct it is responsible has received any injunction, judgment, order, decree, ruling, or charge (together “ Order ” ), or notice or other communication and, to Seller ’s knowledge, no such Order, notice or communication is threatened, from any governmental authority or private citizen purportedly acting in the public interest, or of any storage or dump site, or any transporter of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or alleged obligation on the part of Seller to undertake or bear the cost of any liabilities arising out of violations of Environmental Law with respect to the Property, or with respect to any property or site at or to which Hazardous Substances were generated, manufactured, refined, transferred, stored, used, transported or processed, or from which Hazardous Substances have been transported, treated, stored, handled, transferred, disposed, recycled, or received, or with respect to any Hazardous Substances themselves. (h) Seller has received no notices from any authority of any zoning, building, fire or health and safety, land-use, disability accommodation or other code, ordinance or regulation violations with respect to the Property that have not been heretofore corrected. No additional change in zoning relating to the Property has been proposed. (i) No Improvement encroaches on any land that is not included in the Property or on any easement affecting the Real Property. 11. Buyer ’s Representations and Warranties . Buyer covenants and agrees that the Buyer is a Wisconsin corporation duly organized, validly existing and in current status under the laws of the State of Wisconsin. The purchase of the Phase 1 Land and Phase 2 L and pursuant to this Agreement is not in violation of any provision of Buyer ’s articles of organization, operating agreement or any other agreement to which Buyer is bound. Buyer has complete power and authority to enter into and perform the transaction contemplated by this Agreement according to its terms, and the execution and delivery of this Agreement and the consummation thereof have been duly authorized by all required company action. The person (or those persons) signing below on behalf of Buyer personally warrant that they have the authority to act as Buyer ’s agent or agents in the purchase , transfer and conveyance of the Phase 1 Land and Phase 2 Land from Seller. 12. Notices . A ll notices or directions desired or required to be given under this Agreement shall be in writing and personally delivered, sent by commercial overnight courier or delivered via email, directed as follows: If to B uyer: Joseph Alexander The Alexander Company, Inc. 2450 Rimrock Road, Suite 100 Madison, Wisconsin 53713 Telephone: 608.258.5580 Email: jma @alexandercompany.com w ith a copy to : Michael Best & Friedrich, LLP One South Pinckney Street , S u ite 700 Madison, WI 53703 Attn: Kevin A. Martin Telephone: 608.257.7467 Email: kamartin@michaelbest.com If to S eller: City Clerk City of Stoughton 207 S. Forrest St reet Stoughton, WI 53589 and: with a copy to: Stafford Rosenbaum LLP 222 West Washington Avenue, Suite 900 Madison, Wisconsin 53701-1784 Attn: Rick Manthe Telephone: 608.259.2618 Email: RManthe @staffordlaw.com Notices personally delivered shall be deemed received when given. Notices sent by email shall be deemed received when given, if prior to 5 PM, recipient ’s local time, on a business day, otherwise on the next occurring business day. Notices or d emands sent by commercial overnight courier shall be deemed received on the next business day following deposit. 13. Brokers . Buyer and Seller represent and warrant that neither Buyer nor Seller have retained the services of any real estate broker or agent in connection with the purchase and sale under this Agreement and each agrees to indemnify and hold the other harmless from and against any and all liability or damages, including costs and attorney ’s fees, resulting from any claim brought by any other real estate broker or agent for any real estate commission or finder ’s fee due, or alleged to be due, as the result of the actions of such person. 14. Adequacy of Consideration . Buyer and Seller acknowledge that they each will expend material sums of money in reliance on their respective obligations under this Agreement , in connection with negotiating and executing this Agreement , conducting the due diligence activities contemplated by this Agreement , and that Buyer and Seller would not have executed the Agreement without the availability of the contingencies for due diligence activities described herein. Buyer and Seller, therefore agree that adequate consideration exists to support each of the party ’s obligations under this Agreement , and Seller and Buyer each waive any and all rights to challenge the enforceability of this Agreement on the basis that any of the conditions or contingencies set forth herein are at Seller ’s or Buyer ’s sole discretion or that any of the agreements contained herein are illusory. 15. Miscellaneous . (a) Dates and Deadlines . Unless otherwise specifically provided herein, in the computation of any period of time which shall be required or permitted hereunder or under any law for any notice or other communication or for the performance of any term, condition, covenant or obligation, the day from which such period runs shall be excluded and the last day of such period shall be included unless it is a Saturday, Sunday or legal holiday, in which case the period shall be deemed to run until the end of the next day which is not a Satu rday, Sunday or legal holiday. (b) Assignment . Buyer may assign its rights and obligation under this Agreement at any time , in whole or in part, to an entity that is related to, and/or controlled by, Buyer. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their permitted successors and assigns. (c) Modifications . This Agreement may only be modified in writing signed by both Seller and Buyer. (d) Further Assurances . The parties each agree to do, execute, acknowledge and deliver all such further acts, instruments and assurances and to take all such further action before or after the Closing as shall be necessary or desirable to fully carry out the terms of this Agreement and to fully consummate the transaction contemplated hereby. (e) Captions . The captions at the beginning of the several paragraphs and subparagraphs, respectively, are for convenience in locating the context only, and are not part of the text. (f) Governing Law . This Agreement shall be interpreted in accordance with the laws of the State of Wisconsin without giving effect to principles of conflicts of law thereof. (g) Severability . In the event any term or provision of this Agreement shall be held illegal, invalid or unenforceable, or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby but each such term and provision shall be valid and shall remain in full force and effect. (h) Attorney ’s Fees . If either party commences an action to enforce the terms of, or to resolve a dispute concerning, this Agreement, the substantially prevailing party in any such action shall be entitled to recover from the substantially non-prevailing party all costs and expenses incurred in connection with such action, including, but not limited to, reasonable attorney ’s fees and court costs . (i) Counterparts; Facsimile . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one original instrument. Signatures transmitted by facsimile or PDF by email shall be deemed to be original signatures for all purposes. (j) Entire Agreement/Appendices Incorporated . This written Amended and Restated Agreement and the attachments hereto, shall constitute the entire Agreement between Developer , the RDA, and the City as of the date hereof. This Agreement supersedes and replaces in its entirety the original Real Estate Purchase and Sale Agreement entered into between the parties on September 29, 2025 . Any inconsistencies with earlier agreements between the Parties are superseded by the terms of this Agreement, which shall take precedence over said earlier agreements. [Signature page s follow.] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date . BUYER: By: Date : STATE OF WISCONSIN COUNTY OF DANE Personally came before me this _______ day of ________________, _____ the above named ______________________to me known to be the person who executed the foregoing instrument and acknowledged the same. Subscribed and sworn to before me This _______ day of __________________, _____. Notary Public, State of Wisconsin Print Name: My Commission: SELLER: CITY OF STOUGHTON By: Date: Mayor Timothy Swadley CITY OF STOUGHTON REDEVELOPMENT AUTHORITY By: Date: Regina Hirsch , Chair ATTEST: Candee Christen, City Clerk STATE OF WISCONSIN COUNTY OF DANE Personally came before me this ________ day of _______________, _____, the above- named Timothy Swadley , Mayor , and Candee Christen , City Clerk, of the City of Stoughton, and Regina Hirsch, Chair, of the City of Stoughton Redevelopment Authority, to me known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the City ’s and Redevelopment Authority ’s authority. Subscribed and sworn to before me This _______ day of __________________, _____. Notary Public, State of Wisconsin Print Name: My Commission: Approved as to form: STAFFORD ROSENBAUM LLP By: Rick Manthe, City Attorney A- 1 MBF\011626\0081\41198283.v11-9/4/25 MBF\011626\0081\41198283.v12-9/5/25 EXHIBIT A B- 1 MBF\011626\0081\41198283.v11-9/4/25 MBF\011626\0081\41198283.v12-9/5/25 E XHIBIT B PHASE 1 CONCEPT PLANS C- 1 MBF\011626\0081\41198283.v11-9/4/25 MBF\011626\0081\41198283.v12-9/5/25 E XHIBIT C FORM OF AGREEMENT TO UNDERTAKE DEVELOPMENT [attached] AGREEMENT TO UNDERTAKE DEVELOPMENT (Riverfront Redevelopment – Phase 1) THIS AMENDED AND RESTATED AGREEMENT TO UNDERTAKE DEVELOPMENT entered into as of the ____ th day of ______________ , 202 6 , by and among the City of Stoughton, a Wisconsin municipal corporation (the “ City ” ), the City of Stoughton Redevelopment Authority, a body corporate and politic (the “ RDA) ” ) and Alexander Company, Inc. , a Wisconsin corporation (the “ Developer ” ). RECITALS 1. The City, the RDA and Developer entered into a n Amended and Restated Real Estate Purchase and Sale Agreement effective ____, 202 6 (the “ Amended and Restated Purchase Agreement ” ). 2. Developer proposes to purchase the real property described as Lot 1 on Attachment A attached hereto (the "Phase 1 Land"), and intends to undertake multi-family residential development on the Phase 1 Land and remediate certain environmental contamination , in accordance with Planned Development District zoning approved by the City. 3. The parties previously entered into an agreement to undertake development of the Phase 1 Land on September 29 , 2025. 4. The parties now wish to amend the original agreement to undertake development of the Phase 1 Land to clarify environmental remediation responsibilities and provide Developer additional time to secure financing to develop the Phase 1 Land. 3. The Amended and Restated Purchase Agreement and Chapter 66 of the City of Stoughton Municipal Code require that an agreement be made for the installation of improvements needed to serve the Phase 1 Land. 4 . The City Council on _____________ , 202 6 , adopted Resolution No. R- XXX -202 6 approving this Agreement and authorizing the City, through its duly authorized officials and agents, to execute this Agreement. AGREEMENT In consideration of the Recitals, and the mutual promises, obligations and benefits provided hereunder, the receipt and adequacy of which are hereby acknowledged, Developer, the RDA and the City agree as follows: A. DEFINITIONS. As used in this Agreement, the following terms, when having an initial capital letter, shall mean: 1. Affiliate . In relation to Developer, any other entity which: (i) directly or indirectly controls, is controlled by, or under common control with, the Developer; (ii) directly or indirectly owns or holds more than fifty percent (50%) of the equity interests in the Developer; or (iii) directly or indirectly owns or holds more than fifty percent (50%) of the voting stock or other equity interest held by the Developer. For purposes of this definition, “ control ” (including with correlative meanings, the terms “ controlling ” , “ controlled by ” and “ under common control with ” ) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of the Developer, whether through the ownership of voting securities, by contract or otherwise. 2. City Administrative Costs. All reasonable costs, including City staff, engineering, legal, planning, inspection, and financial consultant costs, incurred by the City relating to the creation and continuing and future administration of this Agreement, the drafting and negotiation of this Agreement and other agreements relating to the Project, reviewing plans and specifications, observing the construction of Public Improvements, inspecting Public Improvements, and other reasonable costs incurred by the City in connection with development of the Project. 3. Public Improvements . The following public improvements to serve development of the Riverfront Site : (a) Future Wagon Works Way Parallel to the Yahara River , and Sixth Street : Public street, curb, gutter, sidewalk, street lighting, street trees and sanitary sewer, water, and storm sewer utility infrastructure and associated site grading work for the area depicted as right-of-way on the CSM . (b) Fourth Street : Curb, gutter, sidewalk, and street trees as necessary and appropriate within the Fourth Street right-of-way adjacent to the Riverfront Site. (c) Stormwater Management or Stormwater Improvements : S tormwater management facilities to be constructed on the lands described as Lot 2 in Attachment A, to serve the development of the Phase 1 land and Phase 2 land , which may include a regional infiltration basin, storage basin and/or a regional water quality basin and outfall structure, in accordance with site grading, erosion control and stormwater management plans . (d) Additional Public Improvements : Any public improvements necessary to serve the Riverfront Site as reasonably determined by the City during the course of reviewing plans for the Project or the Public Improvements , including sewer, water, and electric utilities. 4. Existing Contamination . Environmental contamination located on the Phase 1 Land and elsewhere within the Riverfront Site, as of the date the Phase 1 Land is conveyed to Developer, including without limitation, the contaminants described in the open Wisconsin Department of Natural Resources (“ DNR ” ) files identified as BRRTS number 02-13-583169, 02- 13-554724, and 02-13-585835; closed DNR files identified as BRRTS number 02-13-579312, 02-13-258425; and general property DNR file identified as BRRTS number 07-13-563581. 5. Environmental Consultant . True North Consultants, Inc., or such other environmental consultants as the parties select. 6. Remedial Action Plan . A DNR approved material management plan for remediation of Existing Contamination for the Phase 1 L and prepared by Developer at Developer ’s expense. This plan will be incorporated into the Agreement upon Developer obtaining approval from the DNR of a material management plan. 7. Project . The construction of two, multi-family residential buildings on the Phase 1 Land in accordance with Planned Development District zoning approved by the City and the Specific Implementation Plan . 8. Phase 1 Land . The land described as Lot 1 in Attachment A. 9. Phase 2 Land. The land approximately de picted as Lot 2 in the map in Attachment B . 10. Riverfront Site . An approximately 10.9-acre tract of land located in the City of Stoughton, Dane County, Wisconsin, bounded on the west by Fourth Street, on the east by a line extending generally south from Seventh Street, on the north by South Street and on the south by the Yahara River. 11. Stormwater Management Facilities . Stormwater management facilities needed to serve the Riverfront Site , which may include a regional infiltration basin, storage basin and/or a regional water quality basin and outfall structure, in addition to any other facilities deemed necessary by the City Director of Planning. 12. Tax Incremental Financing Agreement . A future agreement between the parties or related entities, to be negotiated and executed as part of this transaction and as a condition precedent to this Agreement becoming effective pursuant to Section D. of this Agreement. B. DEVELOPER OBLIGATIONS. 1. Remediation of Environmental Contamination. (a) Remediation of Environmental Contamination . (1) City shall prepare and implement a remedial a ction p lan for the remediation of the Existing Contamination on the Phase 1 Land for the areas depicted as C and D on Attachment C, including removal of contaminated soil and materials, at its sole cost and expense (“ City Remediation Areas ” ), and in accordance with any DNR requirements . The City shall properly dispose of any hazardous materials or contaminated soils in in the City Remediation Areas in accordance with its remedial action plan and federal and state law. In the event the DNR initiates a separate action or opens a new BRRTS matter for the Phase 1 Land, the City shall be responsible for any future obligations , including additional investigation, remediation and/or mitigation, relating to contamination caused by the City on the Phase 1 Land and as required by the DNR or federal and state law . (2) Remedial Action Plan for all other Phase 1 Existing Contamination. With the exception of that part of the Remedial Action Plan and obligations described in paragraph (1), above, as between the City and Developer, D eveloper shall remediate and manage the remainder, if any, of the Existing Contamination on the Phase 1 Land or property underlying right-of-way depicted in Attachment A in accordance with Developer ’s Remedial Action P lan at Developer ’s sole cost and expense. Developer and City shall cooperate in order to comply with all requirements of the Remedial Action Plan, and the Remedial Action Plan shall be incorporated by reference to this Agreement once it is approved by the DNR . No building permits for the Project will be issued until all requirements of the Remedial Action Plan have been satisfied . T he Developer shall properly dispose of and manage any hazardous materials or contaminated soils in accordance with its Remedial Action Plan and federal and state law. (3) The Developer shall be responsible for any post-closure continuing obligations relating to the Existing Contamination on the Phase 1 Land as may be required by the DNR . (4) No contaminated soils from the Phase 1 Land will be placed in the Public Improvements areas unless agreed to in writing by the parties. (b) Traffic Control, Signs and Barricades. Developer shall install or cause the installation of, and maintain during construction, traffic controls as specified in a traffic control plan to be prepared by Developer and approved by the City Planning Director. The traffic control plan shall be prepared in accordance with the Manual on Uniform Traffic Control Devices, published by the Federal Highway Administration. (c) City Approval of Starting Dates. No land disturbances or work on the Project shall begin without the City Planning Director's approval of a starting date and schedule which shall be submitted by the Developer to the City Planning Director a minimum of 20 calendar days before work is scheduled to begin. Developer ’s contractor shall meet with the City of Director of Public Works at a preconstruction meeting at least seven days prior to the starting date to establish access points to the site and truck routes that are mutually agreeable to the parties. (d) Change to Work Order . All change orders for the Developer ’s remediation of Existing Contamination shall be reviewed and approved by Developer and the City Planning Director. Except as otherwise provided in this Agreement, or subsequently agreed to in writing by the parties, the City shall not be required to reimburse Developer for costs of any change orders relating to the remediation of Existing Contamination. (e) Easements and Utility Service . All utilities serving the Project including, but not limited to, electric power, natural gas, communications facilities, telephone and cable, shall be installed underground. Except as otherwise provided in this Section, all utility equipment, appurtenances, conduits, lines and structures, electrical power, cable, communications facilities, and telephone shall be installed within the right of way or within easements in areas approved by the City . Developer shall dedicate and convey to the City any easements for utilities deemed necessary by the City Planning Director. 2. Complete the Project . Developer will utilize its best efforts to complete the Project and obtain a final occupancy permit for the Project by June 30, 2028 . Developer shall construct the Project in accordance with the approved General Development Plan, which is hereby incorporated by reference, and the Specific Implementation Plan, which shall automatically be incorporated into this Agreement upon the City ’s approval of the Specific Implementation Plan. 3. Reimburse ment of Administrative Costs. The Developer shall reimburse the City for City Administrative Costs. The City shall bill the Developer monthly for City Administrative Costs. Bills outstanding for more than 30 days shall accrue interest at the rate of 1 and 1/2 percent per month . The City may order the suspension of work on the Project if bills are outstanding for more than 60 days. Upon request and subject to any applicable limitations of privilege, the Developer may inspect the books and records of the City relating to invoices. 4. Park Land and Park Improvement Impact Fees . Developer acknowledges that as a condition of receiving building permits for the Project, Developer is subject to impact fees pursuant to Chapter 67 of the City of Stoughton Code of Ordinances (“ SCO ” ). Pursuant to Sec. 67-6 of the SCO, Developer will receive credit toward the calculation of the Park Land Acquisition portion of the impact fees based upon the area of park land actually dedicated for park use as part of the Project (minus land used for stormwater detention and the existing powerhouse building) , as calculated by the City , which will be deducted from the total amount of park land required to be dedicated as a result of the Project ’s construction, and the “ in lieu ” impact fee shall be adjusted proportionately. The SCO imposes the following fee amounts, which Developer shall pay as applicable and in accordance with adjustments permitted by this subsection B.( 4 ): (a) A fee of $2, 861 .00 for park facilities improvements and $6 8 .00 per unit for recreational trail improvements. (b) A fee of $1,8 67 .00 for each dwelling unit in a two-family or multi-family development for fees in lieu of park land dedication. C. PUBLIC IMPROVEMENTS. 1. Design of Improvements. The City shall design the Public Improvements deemed necessary by the City to serve the Riverfront Site. The City ’s design of the Public Improvements shall be in accordance with City standards. The City shall have final approval of all design decisions of the Public Improvements. Developer shall reimburse the City for the costs of designing the Public Improvements, and these costs shall be treated as City Administrative Costs. 2. Construction of Public Improvements . The City shall be responsible for the construction and installation of the Public Improvements at its sole cost and expense . Developer acknowledges that the City has not yet approved the further division of lot 2 within the CSM, or the zoning of such lots, that are needed to allow for development of private improvements on such lots . Developer further acknowledges that the City ’s obligation to construct the Public Improvements to serve the Phase 1 Land is otherwise conditioned only upon the satisfaction of the conditions in Section s C.5 and D . of this Agreement . The City intends to commence and complete construction of the Public Improvements in 2026, subject to DNR approval of material management plans and remediation and removal of contaminated soils for the areas where Public Improvements will be located. The City shall use reasonable good faith efforts to complete construction of the Public Improvements by June 1, 2027. During construction of the Public Improvements, Developer may create a temporary access point to the Phase 1 Land that does not interfere with the City ’s construction of Public Improvements. 3. Time of Completion . No occupancy permits will be issued for the Project until sewer and water utilities have been completed by the City and available for the Project, and the binder course for all right-of-way Public Improvements has been installed, unless otherwise agreed in writing. Other than remedies provided by the Agreement, no damages may be recovered by Developer or any person against the City for delay in completion of the Public Improvements. 4. Damage to Public Improvements. If, during Developer ’s construction of the Project, Developer, Developer ’s contractor or subcontractors, or any agent or third party contracted by Developer, damages the Public Improvements, Developer shall repair the damaged Public Improvements to a substantially similar condition that existed prior to the damage, as determined by the City Engineer. Developer shall immediately notify the City if it becomes aware of damage to the Public Improvements. If the City discovers any Public Improvements have been damaged by the Developer, Developer ’s contractor or subcontractors, or any agent or third party contracted by Developer, the City shall notify the Developer in writing within 30 days of the City discovering the damage to the Public Improvements. The Developer shall then have 30 days to repair the damaged Public Improvements, at Developer ’s sole cost and expense, unless otherwise agreed to in writing by the parties. If the Developer does not repair the Public Improvements, the City may perform the work and bill the Developer for the cost of repairs. 5. Conditions Precedent to City ’s Obligation to Construct Public Improvements. The City shall not be obligated to construct the Public Improvements until all of the following occur . (a) The City has secured funding from City Tax Increment District 7 and /or T ax Increment District 8 , and any state or federal grants, so that the sources of funding are sufficient to cover the City ’s princip al and interest payments for the debt service required to pay for remediat ing the existing contamination described in BRRTS file number s 02-13-585835 and 02-13-583169 and construct ing the Public Improvements. The City shall not be obligated to construct the Public Improvements if it has not obtained sufficient funding to cover its debt service payments for remediating and obtaining site closure of BRRTS file number s 02-13-585835 and 02-13-583169 and to construct the Public Improvements without increasing its general levy , unless expressly authorized by the City Common Council. (b) Developer has completed any remediation required by the DNR for the Existing Contamination on the Phase 1 Land and the areas beneath the right of way (referred to as Wagon Works Way and Sixth Street) depicted on Exhibit A. (c) Developer has provided the City with evidence that the Developer has secured sufficient funding to construct the Project. D. CONDITIONS PRECEDENT TO AGREEMENT OBLIGATIONS. All of the following must occur before either party ’s obligations under this Agreement shall become effective. 1. The City and Developer must approve and execute this Agreement. 2. Developer must acquire fee simple title to the Phase 1 Land in accordance with the Amended and Restated Purchase Agreement. 3. The City and Developer must approve and enter into a T ax Incremental F inancing A greement mutually acceptable to the parties . If the events described in this Section D are not satisfied by April 30 , 202 7 , then this Agreement shall be null and void. E. REPRESENTATIONS AND WARRANTIES. 1. Authorization . Developer warrants that Developer ’s execution, delivery and performance of this Agreement have been duly authorized and do not conflict with, result in a violation of, or constitute a default under any provision of Developer ’s articles of organization or membership agreements, or any agreement or other instrument binding upon Developer, or any law, governmental regulation, court decree, or order applicable to Developer or to the Property. F. GENERAL CONDITIONS. 1. No Vested Rights Granted . Except as provided by law, or as expressly provided in this Agreement, no vested rights to develop the Project shall inure to Developer by virtue of this Agreement. Nor does the City warrant that Developer is entitled to any City approvals required for development of the Property or construction of the Project as a result of this Agreement. 2. Binding Effect / Assignment . The obligations of Developer , RDA, and the City under this Agreement shall be binding on their respective grantors, successors and assigns. Developer may not assign its benefits or obligations under this Agreement without the express prior written approval of the City and RDA , except that Developer may assign its interest in this Agreement to (i) a lender in connection with the financing of the Project, (ii) an Affiliate of Developer. 3. No Waiver . No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision, nor shall it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement signed by the City, the RDA , and Developer, nor shall the waiver of any default under this Agreement be deemed a waiver of any subsequent default or defaults. Either party ’s failure to exercise any right under this Agreement shall not constitute the approval of any wrongful act by the other party hereto. 4. Amendment/Modification . This Agreement may be amended or modified only by a written amendment approved and executed by the City, the RDA , and Developer. 5. Remedies upon Default . A default is defined herein as a party ’s breach of, or failure to comply with, the terms of this Agreement and the failure to cure such breach within thirty (30) days after the date of written notice from the non-defaulting party. The parties reserve all remedies at law or in equity necessary to cure any default or remedy any damages or losses under this Agreement. Rights and remedies are cumulative, and the exercise of one or more rights or remedies shall not preclude the exercise of other rights or remedies. Remedies include, but are not limited to, charging Developer, on all amounts due to the City not paid by the due date, interest at the rate of 2 percent over the rate then payable by the City under the c ity b orrowing, from the due date until the date the unpaid amounts are paid in full. In addition to other remedies provided to the City by this Agreement, if Developer has failed to cure any breach within 30 days of receiving written notice, the City shall have the right, without notice or hearing, to impose special assessments or special charges on the Phase 1 Land for any amount to which the City is entitled by virtue of this Agreement. This provision constitutes the Developer's acknowledgment of special benefit and the Developer's consent to, and waiver of notice and hearing on all proceedings imposing such special assessments or special charges. 6. Entire Agreement/Appendices Incorporated . This written Amended and Restated Agreement and the attachments hereto, and the Amended and Restated Purchase Agreement, shall constitute the entire Agreement between Developer , the RDA, and the City as of the date hereof. This Agreement supersedes and replaces in its entirety the original agreement to undertake development of the Phase 1 Lands entered into between the par ties on September 29, 2025 . Any inconsistencies with earlier agreements between the Parties are superseded by the terms of this Agreement and the Purchase Agreement, which shall take precedence over said earlier agreements, including the Memorandum of Agreement as amended. 7. Severability . If any part, term, or provision of this Agreement is held by the courts to be illegal or otherwise unenforceable, such illegality or unenforceability shall not affect the validity of any other part, term, or provision and the rights of the parties will be construed as if the invalid part, term, or provision was never part of the Agreement. 8. Immunity . Nothing contained in this Agreement constitutes a waiver of the City ’s or RDA ’s sovereign immunity under applicable law. 9. Indemnification . Except as to environmental contamination for which the City is otherwise responsible, including but not limited to the City ’s obligations described in Paragraph 7 herein, Developer, and its successors and assigns, shall indemnify, hold harmless and defend the City and the RDA and their officers, agents and employees from any and all liability suits, actions, claims, demands, losses, costs, damages and expenses or liabilities of every kind and description, including attorney costs and fees, for claims of any character including liability and expenses in connection with the loss of life, personal injury or damage to property, or any of them, brought because of any injuries or damages received or sustained by any persons or property on account of or arising out of the construction of the Project occasioned wholly or in part by any act or omission on Developer's part or on the part of its agents, contractors, subcontractors, invitees or employees, at any time occurring on, at or in the Property or the Riverfront Site, except as are a result of the gross negligence or willful misconduct of any officer, agent or employee of the City or the RDA. The City and the RDA shall be entitled to appear in any proceedings to defend themselves against such claims, and all costs, expenses and reasonable attorney fees incurred by the City or the RDA in connection with such defense shall be paid by Developer to the City or the RDA, as the case may be. The foregoing indemnity provisions shall survive the cancellation or termination of this Agreement as to all matters arising or accruing prior to such cancellation or termination and the foregoing indemnity shall survive in the event the City or the RDA elect to exercise any of the remedies as provided under this Agreement following default hereunder. 10. INTENTIONALLY OMITTED 11. Notice . Any notice required or permitted by this Agreement shall be deemed effective given in writing and personally delivered or mailed by U.S. Mail as follows: To Developer: Joseph Alexander The Alexander Company, Inc. 2450 Rimrock Road, Suite 100 Madison, Wisconsin 53713 Telephone: 608.258.5580 Email: jma@alexandercompany.com with a copy to: Michael Best & Friedrich, LLP One South Pinckney Street, Suite 700 Madison, WI 53703 Attn: Kevin A. Martin Telephone: 608.257.7467 Email: kamartin@michaelbest.com To the City /RDA : City Clerk City of Stoughton 207 S. Forrest Street Stoughton, WI 53589 Telephone: 608.873.6691 Email: cchristen @cityofstoughton.com City Attorney Stafford Rosenbaum LLP 222 W. Washington Avenue, Suite 900 P.O. Box 1784 Madison, WI 53701-1784 Attn: Rick Manthe Telephone: 608.259-2618 Email: rmanthe @staffordlaw.com 12. Public Protection and Safety . During construction of the Project, Developer shall provide that its contractor shall be responsible for all damage, bodily injury, or death relating to the construction of the Project whether from maintaining an "attractive nuisance" or otherwise. Developer shall require that its contractor provide appropriate and adequate insurance coverage for such liabilities. Where apparent or potential hazards occur incident to its conduct of construction of the Project , Developer ’s contractor shall provide reasonable safeguards. 13. INTENTIONALLY OMITTED. 14. Personal Liability of Public Officials . In carrying out any of the provisions of this Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the City 's or RDA ’s officers, agents, or employees, it being understood and agreed that in such matters they act as agents and representatives of the City or RDA . 15. Recordation . The City may record a copy of this Agreement, or a memorandum thereof, in the office of the Dane County Register of Deeds. 16. Personal Jurisdiction and Venue . Personal jurisdiction and venue for any civil action commenced by either party arising out of this Agreement shall be deemed to be proper only if such action is commenced in Circuit Court for Dane County unless it is determined that such Court lacks jurisdiction. Developer hereby consents to personal jurisdiction in Dane County . Developer also expressly waives the right to bring such action in, or to remove such action to, any other court whether state or federal, unless it is determined that the Circuit Court for Dane County lack jurisdiction. 17. Ratification . Developer hereby approves and ratifies all actions taken to date by the RDA and the City, their officers, employees and agents in connection with Tax Increment District 8 , and in connection with the zoning and other approvals relating to the Phase 1 Land and the Project. 18. Compliance with Laws . Developer shall comply with all federal, state and local laws with respect to the Phase 1 Land , the Project, including but not limited to laws governing building and construction, the environment, nondiscrimination, employment and contracting practices, to the extent they are applicable , and conditions of approval for any permit or authorization granted by the City . 19. No Partners hip . The City and the RDA do not, in any way or for any purpose, become a partner, employer, principal, agent or joint venturer of or with Developer. 20. Good Faith . All parties to this Agreement shall exercise good faith in performing any obligation that party has assumed under the terms of this Agreement including, but not limited to, the performance of obligations that require the exercise of discretion and judgment. 21. Applicable Law . This Agreement shall be construed under the laws of the state of Wisconsin . 22. No Private Right or Cause of Action . Nothing in this Agreement shall be inter - preted or construed to create any private right or any private cause of action by or on behalf of any person not a party hereto. 23. Effective Date . This Agreement shall be effective as of the date and year first written above. 24. Term . Except as provided in Section D, this Agreement shall continue in full force and effect until such time as Developer ’s obligations under Section B of this Agreement, and the City ’s obligations under Section C of this Agreement, have been fully satisfied, at which point this Agreement shall terminate and be of no further force or effect. At that time, if this Agreement has been recorded the parties shall jointly execute and record a release of the Agreement. 25. Construction of Agreement . Each party participated fully in the drafting of each and every part of this Agreement. This Agreement shall not be construed strictly in favor of or against either party. It shall be construed simply and fairly to each party. [Signature page s follow.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first set forth above, and by so signing this Agreement, certify that they have been duly authorized by their respective entities to execute this Agreement on their behalf. CITY: CITY OF STOUGHTON REDEVELOPMENT AUTHORITY CITY OF STOUGHTON Dane County, Wisconsin By By Timothy Swadley, Mayor Regina Hirsch , Chair ATTEST: Candee Christen, City Clerk STATE OF WISCONSIN COUNTY OF DANE Personally came before me this ________ day of _______________, _____, the above- named Timothy Swadley , Mayor , and Candee Christen , City Clerk, of the City of Stoughton, and Regina Hirsch , Chair, of the City of Stoughton Redevelopment Authority, to me known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the City ’s and Redevelopment Authority ’s authority. Subscribed and sworn to before me This _______ day of __________________, _____. Notary Public, State of Wisconsin Print Name: My Commission: DEVELOPER: The Alexander Company, Inc. By STATE OF WISCONSIN COUNTY OF DANE Personally came before me this _______ day of ________________, _____ the above named ______________________to me known to be the person who executed the foregoing instrument and acknowledged the same. Subscribed and sworn to before me This _______ day of __________________, _____. Notary Public, State of Wisconsin Print Name: My Commission: Approved as to Form: Stafford Rosenbaum LLP __________________________ By: Rick Manthe City Attorney Attachment A Attachment B Blight Identification & Remediation Process Redevelopment Authority Page 1 Objective | Transparent | Community-Centered Blight Identification & Remediation Process Redevelopment Authority | Objective, Transparent, Community-Centered This document establishes the official process by which the Redevelopment Authority (RDA) identifies, assesses, and pursues remediation of blighted properties within the community. The process is designed to be objective, data-driven, and transparent — ensuring that property owners, council members, and residents understand every step before any action is taken. Section 1: Seven-Phase Process Overview Every property moves through a defined sequence of phases. No property may skip a phase, and no action may be taken on a property without council awareness and approval . Phase 1 Property Identification Properties enter the pipeline through staff observation, community referral, code enforcement referral, or data triggers (tax delinquency, permit history). Phase 2 Preliminary Screening Staff conducts a windshield/drive-by survey and reviews available records. Properties failing minimum criteria are removed. Those passing proceed to formal assessment. Phase 3 Formal Blight Assessment A trained assessor applies the weighted scoring rubric. The property receives a Blight Index Score (0-100). The score determines the action tier and all subsequent steps. Phase 4 Owner Notification & Response Window The property owner is formally notified in writing. A 60-day response window opens. Owners may contest the score, provide context, or commit to a voluntary remediation plan. Phase 5 Council Briefing & Approval The RDA presents scored properties and owner responses to council in a public session. Council approves or modifies the action list. No remediation action proceeds without council approval. Phase 6 Planner / Architect / Builder Engagement Blight Identification & Remediation Process Redevelopment Authority Page 2 Objective | Transparent | Community-Centered For properties moving to active remediation, a qualified professional assesses feasibility — rehabilitation vs. demolition — and develops a remediation plan with cost estimates. Phase 7 Community Input & Final Approval A public comment period and community meeting are held for significant actions. Final approval by council closes the phase and authorizes action. Section 2: Criteria & Weighted Scoring 2.1 The Blight Index (0 – 100 Points) Each eligible property is assessed using seven weighted criteria. Each criterion is scored 0 – 5 by a trained assessor , then multiplied by the assigned weight. The sum is the property's Blight Index Score. Higher weight reflects greater potential harm to public safety and community health. Category Wt. Max Rationale Structural / Safety Hazard ×5 25 Collapse risk, fire hazard, unsecured openings — immediate public danger Environmental Contamination ×4 20 Confirmed or suspected contamination (USTs, asbestos, illegal dumping) Code Violations / Legal Status ×3 15 Outstanding code orders, tax delinquency ≥ 2 years, title clouds Exterior Deterioration ×3 15 Roof failure, facade damage, broken windows, overgrowth — visible blight Vacancy / Abandonment ×2 10 Duration of vacancy, evidence of access or occupancy Site / Lot Conditions ×2 10 Illegal dumping, soil erosion, drainage problems, impervious surface issues Neighborhood Impact ×1 5 Suppression of adjacent property values; proximity to schools, parks, transit Safety override: A score of 1 or higher in Structural/Safety automatically places the property in at least the Significant tier, regardless of total score. 2.2 Action Tiers by Score Tier Score Required Action Critical 75 – 100 Immediate safety review; fast-track council notification within 30 days Significant 50 – 74 Standard process; owner notification, 60-day response window Blight Identification & Remediation Process Redevelopment Authority Page 3 Objective | Transparent | Community-Centered Moderate 25 – 49 Monitor; owner outreach; referral to code enforcement if no improvement in 180 days Watch 1 – 24 Add to monitoring list; reassess in 12 months Section 3: Property Identification 3.1 Pathways into the Pipeline Multiple referral pathways ensure comprehensive, unbiased coverage across all neighborhoods and property types. • Staff Observation: RDA or code enforcement staff identify properties during routine field work. Logged with date, photographs, and initial observations. • Community Referral: Any resident may submit a referral via standardized form (online or paper). Submissions are screened against minimum criteria before logging. Not every referral proceeds. • Code Enforcement Referral: Properties with repeated or unresolved violations are referred automatically after a defined threshold — three or more open orders, or any order unresolved for 18 months. • Data Triggers: T ax delinquency lists, utility disconnection records, and permit histories. Properties meeting data thresholds are added to the screening queue. 3.2 Preliminary Screening Gate Before advancing to formal assessment, a property must meet at least one of the following preliminary criteria, confirmed through a exterior survey and records review: • Visible structural damage, roof failure, or unsecured openings observed in windshield survey • Two or more years of tax delinquency, or two or more unresolved code violations, or registration as vacant/abandoned • Known or reported environmental issue (confirmed underground storage tank, illegal dumping, contamination report) • Verifiable vacancy of 24 or more months with no active permit activity or utility usage Properties not meeting any preliminary criterion are removed from the queue and logged as "screened out" with documented reason. This record is maintained for transparency and public accountability. Section 4: Notification & Process Timeline All dates are calculated from Day 0: the date the formal Blight Index Score is finalized by the assessor. Day 0 Formal Assessment Complete Assessor finalizes Blight Index Score. Internal file is opened. Photographs, field notes, and scoring worksheets are filed. Blight Identification & Remediation Process Redevelopment Authority Page 4 Objective | Transparent | Community-Centered Days 1 – 10 Internal Review & Score Verification RDA Director or designee reviews the assessment for consistency and accuracy. Score may be adjusted or returned for additional documentation. Day 14 Owner Notification Sent Certified mail plus regular mail to owner of record. Notice includes the Blight Index Score, scores by category, a 60-day response window, contact information, process for response, and appeal rights. For Critical tier (75+), notice is also posted at the property. Day 21 Council Briefing — Information Only RDA briefs council on properties currently in the assessment pipeline. No vote is required. Council is informed before owner response is received. This is a transparency step, not an action step. Day 30 (Critical Only) Emergency Safety Review For properties scoring 75 or higher, a structural engineer or building official conducts a safety review. If immediate danger is found, the standard process may be accelerated and emergency remediation authorized without waiting for the full 60-day owner response window. Day 74 Owner Response Window Closes All owner responses are received and compiled. RDA staff reviews responses and prepares a written summary with recommended action for each property. Day 90 Council Action Meeting Public meeting. Council receives the full property list, scores, owner responses, and staff recommendations. Council votes to approve, modify, or remove properties from the action list. No property proceeds to remediation without council approval. Day 90+ Professional Engagement For council-approved properties, RDA engages a qualified planner, architect, or builder. A feasibility study and remediation plan are developed. Community input follows. Section 5: Owner Response Window A fair process requires that property owners have a meaningful, structured opportunity to be heard before any action is taken. The 60-day window is formal but flexible in the types of responses accepted. 5.1 What an Owner May Submit Blight Identification & Remediation Process Redevelopment Authority Page 5 Objective | Transparent | Community-Centered Score Contest The owner may submit documentation — such as a recent inspection report showing conditions have improved, or evidence that a cited violation was resolved. The RDA may re-evaluate the score based on the information provided. Hardship or Extenuating Circumstances The owner may provide document ation of circumstances affecting their ability to remediate, including: • Active probate or estate proceedings • Pending insurance claim or unresolved insurance dispute • Active financing application (construction loan, rehab grant) • Recent ownership transfer (within 12 months) • Documented medical or personal hardship These do not remove the property from the process, but may affect the timeline and action recommended to council. Voluntary Remediation Commitment The owner submits a written plan with specific milestones and a realistic completion date. The RDA evaluates feasibility. If accepted, the property is placed in "active remediation — owner" status and monitored monthly. Non-compliance returns the property to the standard action list. Request for Meeting The owner may request a meeting with RDA staff at any point during the 60-day window. Staff may relay owner context in their written recommendation to council, but do not have authority to remove a property from the action list — that authority rests solely with council. 5.2 Non-Response If no response is received within 60 days, the property proceeds with staff recommendation based solely on the assessment score. The file will note non-response. Due diligence on owner contact attempts — including certified mail, posted notice, and skip-tracing for unknown owners — should be documented. 5.3 Formal Appeal After council votes to include a property on the action list, owners retain the right to appeal to the full council or to a designated appeals board within 30 days of the council vote. The appeals process must be defined in RDA bylaws or local ordinance and should be referenced in the original owner notification letter. Section 6: Professional Engagement & Remediation Blight Identification & Remediation Process Redevelopment Authority Page 6 Objective | Transparent | Community-Centered 6.1 When Professionals Are Engaged Professionals are engaged only after council approval, with one exception for immediate safety hazards. • Standard: Council vote approves a property for active remediation. The RDA issues an RFP or calls on a pre-qualified professional roster. • Exception — Immediate Danger: A structural engineer or building official may be engaged at Day 30 for Critical-tier properties if an immediate public safety hazard is confirmed, before council has voted. Recommendation: Establish and maintain a pre-qualified roster of structural engineers, architects, and general contractors before the process is launched. Emergency engagement without a vendor list creates delays when time matters most. 6.2 Remediation Path Matrix Path When Recommended Who Leads Community Input Owner-led rehab Owner has resources, committed timeline, structure is salvageable Owner + RDA monitoring No (unless historic site) RDA-assisted rehab Owner willing but lacks capacity; grant or loan programs apply RDA + owner + architect Minimal — neighbor notice Voluntary acquisition Owner willing to sell; property suits redevelopment goals RDA legal + planner Yes — public meeting required Eminent domain All options exhausted; owner non-cooperative; public benefit clear RDA legal + council Yes — full public process Demolition Structure beyond repair; safety hazard; lot to be held or resold Contractor + building dept. Yes — public meeting required Eminent domain is a last resort and requires its own legal process governed by state statute. This RDA process does not replace that statutory process. Section 7: Community Input Community members have multiple formal opportunities to participate throughout the process — not only at the end. The table below summarizes each input point. Timing Opportunity Description Ongoing Public Referral Portal Any resident may refer a property for assessment. Referrals are acknowledged, screened, and the submitter notified of the outcome. Blight Identification & Remediation Process Redevelopment Authority Page 7 Objective | Transparent | Community-Centered Day 21 Council Briefing (Open Session) If held as an open session, community members may observe. No public comment required at this stage. Day 90 Council Action Meeting Public meeting with posted agenda. Property-specific comment accepted per council rules. Neighbors should be notified at least 10 days in advance. Pre- acquisition / Demo Neighborhood Meeting A dedicated public meeting in the affected neighborhood. Written comments accepted for 15 days. Feedback is formally summarized and presented to council. Post- acquisition Visioning Input Community input on desired future use is sought before any redevelopment plan is finalized. May include surveys, open houses, or planning charrettes depending on site scale. 7.1 Transparency Commitments Public Property Register All assessed properties, their Blight Index Scores by category, current status, and outcomes are maintained in a publicly accessible register — updated at least quarterly and posted on the city/RDA website. Annual Blight Report The RDA publishes an annual report to council summarizing: properties assessed, actions taken, outcomes achieved, owner response rates, and lessons learned. The report is a public document . Section 8: Quick Reference Summary Question Answer How are properties identified? Staff observation, community referral, code enforcement referral, or annual data review Who scores the property? Trained RDA assessor; score verified by RDA Director or designee within 10 days When is the owner notified? Day 14 — by certified mail; posted at property for Critical tier (75+ score) When is council informed? Day 21 (information only); Day 90 (vote required before any action) How long does the owner have to respond? 60 days from Day 14 notification (response window closes at Day 74) When are professionals engaged? After council approval (Day 90+); or at Day 30 for confirmed immediate safety hazards When does the community get input? Ongoing (referrals), Day 90 council meeting, and dedicated neighborhood meeting before acquisition or demolition Blight Identification & Remediation Process Redevelopment Authority Page 8 Objective | Transparent | Community-Centered Can a property be removed from the list? Yes — by council vote, or if a scored contest is upheld, or if owner completes voluntary remediation This document should be reviewed annually and updated to reflect changes in state statute, local ordinance, or RDA policy. 07/29/2026 BUDGET REPORT FOR CITY OF STOUGHTON Calculations As Of 12/31/2026 2025 2026 2026 2026 2026 2026 2027 2027 2027 Activity Dept Req Original Budget Amended Budget Activity Projected Dept Req Fin Review Mayor GL Number Description Fund: 261 REDEVELOPMENT AUTHORITY Account Category: Estimated Revenues 261-56720-41110-RDA PROPERTY TAX - OPERATIONS 15,000.00 20,350.00 20,350.00 20,350.00 20,350.00 20,350.00 31,940.00 261-56720-46900-RDA PUBLIC CHARGES FOR SERVICES 10,000.00 261-56720-49210-RDA TRANSFER IN - GENERAL FUND 31,494.00 3,000.00 3,000.00 3,000.00 - 261-57120-48108-RLF INTEREST - RLF 4,305.26 4,000.00 4,000.00 4,000.00 590.39 1,416.94 1,500.00 261-57120-48110-RLF INTEREST INCOME 4,246.46 3,500.00 3,500.00 3,500.00 947.44 2,273.86 2,300.00 261-57120-49910-RLF FUND BAL APPLIED - TAX LEVY (7,250.00) (7,250.00) (7,250.00) Estimated Revenues 65,045.72 20,600.00 20,600.00 23,600.00 24,887.83 27,040.79 3,800.00 Account Category: Appropriations 261-56720-50220-RDA UTILITIES 5,097.66 2,000.00 2,000.00 2,000.00 2,135.40 5,124.96 5200 261-56720-50320-RDA DUES AND SUBSCRIPTIONS (NOT SOFTWARE) 112.50 0 0 261-56720-50400-RDA OUTSIDE LEGAL SERVICES 8,024.40 1600 3,840.00 261-56720-50401-RDA SOFTWARE AND SUPPORT 276.00 350.00 350.00 350.00 368.76 368.78 400.00 *NMH check with IT on domain length 261-56720-50405-RDA PROFESSIONAL SERVICES 42,526.61 18,000.00 18,000.00 21,000.00 16,081.25 21,000.00 30,000.00 261-56720-50620-RDA INTEREST EXPENSE 3,438.00 261-57120-50405-RLF PROFESSIONAL SERVICES 600.00 250.00 250.00 250.00 187.50 1,000.00 1,500.00 261-57120-59988-RLF PRIOR YEAR CORRECTION (2,782.86) (2,782.86) Appropriations 60,075.17 20,600.00 20,600.00 23,600.00 15,990.05 24,710.88 35,740.00 Fund 261 - REDEVELOPMENT AUTHORITY: TOTAL ESTIMATED REVENUES 65,045.72 20,600.00 20,600.00 23,600.00 24,887.83 - - 0.00 0.00 TOTAL APPROPRIATIONS 60,075.17 20,600.00 20,600.00 23,600.00 15,990.05 - - 0.00 0.00 NET OF REVENUES & APPROPRIATIONS: 4,970.55 0.00 0.00 0.00 8,897.78 2,329.91 - 0.00 0.00