Village Packet 02.04.2026

Kurt Handrick, Jr. Village President Steven Cherek Village Administrator / Treasurer 311 Walnut Street | P .O. Box 487 Marathon City, WI 54448 Tel: 715-443-2221 www.marathoncitywi.gov VILLAGE BOARD OF TRUSTEES OFFICIAL NOTICE & AGENDA Wednesday, February 4, 2026 6:00 pm – Marathon Municipal Center PUBLIC VIRTUAL ACCESS Join Teams Meeting: https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting Meeting ID: 229 434 982 56 Passcode: 832Rn6k4 1. CALL TO ORDER ROLL CALL: K. HANDRICK, M. AHRENS, K. SORENSON, K. PAUL, B. PARLIER, J. LAWRENCE, A. CABRERA 2. PLEDGE OF ALLEGIANCE 3. RECOGNITION OF VISITORS a. Virtual Meeting Guidelines i. This meeting will be recorded and available upon request b. Public Participation at Government Meetings 4. APPROVAL OF VILLAGE BOARD MEETING MINUTES a. January 7, 2026 Regular Village Board Meeting b. January 29, 2026 Special Village Board Meeting 5. APPROVAL OF LICENSE APPLICATIONS a. Review Probationary Operator License for Dustin Buchberger – Arrow Tap b. Discuss and Approve Operator License for Kali Woldt - Arrow Tap c. Discuss and Approve Operator License for Joshua Rebeck – True North Energy, LLC. 6. ADMINISTRATORS REPORT 7. UNFINISHED BUSINESS – No Unfinished Business 8. NEW BUSINESS a. Discuss and Approve Phillips Enterprise Limited Development Agreement b. Discuss and Approve Veterans Park – Farmers Market proposed set up change request for 2026 c. Discuss and Approve Marathon Youth Softball Parks Use License Agreement 9. REVIEW AND APPROVAL OF BILLS 10. RESOLUTIONS AND ORDINANCES 11. FUTURE SCHEDULED MEETINGS: a. Regular Village Board Meeting – Wednesday, March 4, 2026 – 6:00 pm b. Special Village Board Meeting – As Needed 12. ADJOURNMENT VILLAGE BOARD OF TRUSTEES MINUTES Wednesday, January 7, 2026 1. CALL TO ORDER at 6:01pm ROLL CALL: K. HANDRICK, M. AHRENS, K. SORENSON, K. PAUL, B. PARLIER, J. LAWRENCE, A. CABRERA – All Trustees Present 2. PLEDGE OF ALLEGIANCE 3. RECOGNITION OF VISITORS a. Virtual Meeting Guidelines i. This meeting will be recorded and available upon request b. Public Participation at Government Meetings Present Virtually: Kevin O’Brien – Record Review Michael (Unverified) on Teams 4. APPROVAL OF DECEMBER 3, 2025 REGULAR VILLAGE BOARD MEETING MINUTES MOTION – Approve Minutes from December 3, 2025 Regular Village Board Meeting Motion made by Sorenson second by Paul. Motion passed by voice vote. 5. APPROVAL OF LICENSE APPLICATIONS – No License Applications 6. ADMINISTRATORS REPORT Administrator Cherek presented the Trustees with an overview of the daily operations of the Village since the December3, 2025 meeting. Details of his report can be found in the Agenda Packet. 7. UNFINISHED BUSINESS – No Unfinished Business 8. NEW BUSINESS a. Discuss and Approve Marathon School District Parks Use License Agreement Administrator Cherek presented the Board with a Parks Use License Agreement between the Village and the Marathon School District that would give the School District access to use of all 4 ball fields (Veterans Park and County Materials Sports Complex) with specified restrictions limiting use when special events take precedence such as Marathon Fundays and Knock MS Out of the Park. The Agreement spells out the responsibilities of both parties to maintain the upkeep of the Parks. A financial summary of payments made between the Village and the District over several years provides a remaining balance of $32,542.93 due to the District which shall be used as a credit towards the User Fee established in the Agreement. Upon the credit reaching $0, the District shall then pay to the Village the User Fees agreed upon in Agreement. The School District signed the Agreement at their December meeting. MOTION – Approve Marathon School District Parks Use License Agreement Motion made by Sorenson second by Ahrens. Motion passed by voice vote. b. Discuss and Approve NCWRPC Comprehensive Plan Update Proposal The Village is up for renewal of their Comprehensive Plan in 2027. The Plan is to be renewed every 10 years to comply with WI Statute 66.1001. It was last updated in April 2017. The Comprehensive Plan is a tool used to help in grant writing. It includes discussion of demographics, resources, housing, transportation, utilities & community facilities, economic development, land use, intergovernmental cooperation and implementation. The 2020 Census and the 2024 American Community Survey will both be utilized in the updating of the Comprehensive Plan. Cherek received a proposal from the North Central Wisconsin Regional Planning Commission (NCWRPC) outlining the process and fees associated with the Comprehensive Plan update. The proposal includes 3 meetings with the Village Plan Commission each to last about 1.5 hours, the planning and mapping of the Plan itself, 5 printed Draft Plans and 5 printed Final Adopted Plans. Total cost for the update is proposed at $7,500. The project is expected to take about a year to complete with an anticipated start of March/April 2026 upon approval of proposal. Cherek informed the Board that NCWRPC will allow cost to be split between 2026 & 2027 budgets, paying half ($3,750) this year and the remaining half next year. The Village has enough in the General Fund Budget to allow for the $3,750 payment in 2026. MOTION – Approve NCERPC Comprehensive Plan Update Proposal Motion made by Ahrens second by Parlier. Motion passed by voice vote. c. Discuss and Approve Certified Survey Map for Mitchell Baumann Cherek received a CSM for a parcel split on County Road B in the Town of Marathon that needs approval from the Village as well as the township and the County. The reason the Village needs to approve is that the parcel split falls within the Village’s extraterritorial zoning distance requirement. Anytime there is a parcel split within 1.5 miles of the Village there needs to be Village approval. Cherek recommends approval of CSM for Mitchell Baumann. MOTION – Approve Certified Survey Map for Mitchell Baumann Motion made by Parlier second by Cabrera. Motion passed by voice vote. d. Discuss and Approve 2026 Fire Safety and Prevention Inspections agreement with Clark Professional Services, LLC Administrator Cherek received the annual agreement for Fire Safety and Prevention Inspections from Clark Professional Services, LLC., owned by the Village’s current Fire Inspector, Chad Clark. Clark sold part of his company, Central Wisconsin Fire Safety, LLC, which is who the Village signed the Fire Safety and Prevention Inspections Agreement with for 2025. He is no longer servicing fire extinguishers leaving the Village to find a new company for that service. The Fire Inspection contract pricing for 2026 remained the same as 2025. The 2% dues received cover the majority of contract costs. Both Cherek and Fire Chief Darrin Hall recommend approval of the contract with Clark Professional Services, LLC. MOTION – Approve 2026 Fire Safety & Prevention Inspections Agreement with Clark Professional Services, LLC Motion made by Paul second by Cabrera. Motion passed by voice vote. e. Discuss and Approve 941 981 Blue Stone Lane, LLC. Declaration Cherry Tree Real Estate – Marathon City, LLC is changing ownership to 981 Blue Stone Lane, LLC. A request was sent to Cherek to approve a Declaration Concerning Restrictive Covenants. Cherek inquired with the Village Attorney, Shane VanderWaal, regarding Declaration. VanderWaal made corrections to best fit the Village. The Declaration states to the best of the Village’s knowledge, Cherry Tree is compliant with the Restrictive Covenants, the Development Agreement that expired in 2022, and has no debt owed to the Village other than property taxes and utility payments. Cherek recommends approval of the Declaration. MOTION – Approve 981 Blue Stone Lane, LLC Declaration Motion made by Ahrens second by Lawrence. Motion made by voice vote. 9. REVIEW AND APPROVAL OF BILLS Trustees questioned the following bills: Cassie Lang Village Clerk / Deputy Treasurer Check #49194 – Kruczek Construction – N. Business Pkwy payment Check #49200 – Northway Communications – Pagers for MFD – receive grant towards pagers Check #49205 – The Dirks Group – Upgrade to Village Firewall/WiFi – Include FD on server and add firewall. MOTION – Approve Payment of Bills Motion made by Ahrens second by Sorenson. Motion passed by voice vote. 10. RESOLUTIONS AND ORDINANCES a. Discuss and Approval of Resolution 2026-01-01A – Approving Marathon City’s Safe Routes to School Plan The Village has been working with the School District and the North Central Regional Planning Commission to develop a Safe Routes to School (SRTS) Plan. The Plan focuses on key areas of improvement in making it safer for students to walk to and from school. The Village’s focus would be on updating crosswalks to high visibility crosswalks, updating locations of crosswalk signs and the addition of rapid flashing beacons near main crosswalks. At the November 5, 2025 meeting the Village Board approved a resolution supporting the application of a TAP Grant that would be used to make the needed upgrades in the SRTS Plan. The full 95-page Draft SRTS Plan can be found on the Village website and the NCWRPC website. This resolution approves moving forward with the SRTS Plan. MOTION – Approve Resolution 2026-01-01A – Approving Marathon City’s Safe Routes to School Plan Motion mad by Sorenson second by Cabrera. Motion passed by voice vote. 11. VILLAGE BOARD WILL GO INTO CLOSED SESSION BY ROLL CALL VOTE PER WIS. STAT. 19.85(1)(e) “DELIBERATING OR NEGOTIATING THE PURCHASE OF PUBLIC PROPERTIES, THE INVESTING OF PUBLIC FUNDS, OR CONDUCTING OTHER SPECIFIED PUBLIC BUSINESS, WHENEVER COMPETITIVE OR BARGAINING REASONS REQUIRE A CLOSED SESSION.” MOTION – Go into Closed Session per Wis. Stat. 19.85(1)(e) at 7:29 pm Motion made by Ahrens second by Parlier. Motion passed by roll call vote. ROLL CALL VOTE: AHRENS-Yes, SORENSON-Yes, PAUL-Yes, PARLIER-Yes, LAWRENCE-Yes, CABRERA- Yes, HANDRICK-Yes a. Discussion of TID #1 Development Agreements b. Stittleburg Restorative Health Care Development Agreement 12. VILLAGE BOARD WILL RETURN TO OPEN SESSION BY ROLL CALL VOTE MOTION – Return to Open Session at 7:59 pm Motion made by Paul second by Parlier. Motion passed by roll call vote. ROLL CALL VOTE: SORENSON-Yes, PAUL-Yes, PARLIER-Yes, LAWRENCE-Yes, CABRERA-Yes, HANDRICK- Yes, AHRENS-Yes 13. TAKE ACTION ON CLOSED SESSION ITEMS IF NEEDED No action to take from Closed Session 14. FUTURE SCHEDULED MEETINGS: a. Regular Village Board Meeting – Wednesday, February 4, 2026 – 6:00 pm b. Special Village Board Meeting – As Needed 15. ADJOURNMENT at 8:00 pm Motion to adjourn made by Ahrens second by Parlier. Motion passed by voice vote. VILLAGE BOARD OF TRUSTEES MINUTES SPECIAL MEETING Thursday, January 29, 2026 Steven Cherek Village Administrator / Treasurer 1. CALL TO ORDER at 5:00 pm ROLL CALL: K. HANDRICK-Present, M. AHRENS-Present, K. SORENSON-Present, K. PAUL-Present, B. PARLIER-Present, J. LAWRENCE-Absent, A. CABRERA-Present 2. PLEDGE OF ALLEGIANCE at 5:00 pm 3. RECOGNITION OF VISITORS at 5:01 pm a. Virtual Meeting Guidelines i. This meeting will be recorded and available upon request b. Public Participation at Government Meetings 4. VILLAGE BOARD WILL GO INTO CLOSED SESSION BY ROLL CALL VOTE PER WIS. STAT. 19.85(1)(e) “DELIBERATING OR NEGOTIATING THE PURCHASE OF PUBLIC PROPERTIES, THE INVESTING OF PUBLIC FUNDS, OR CONDUCTING OTHER SPECIFIED PUBLIC BUSINESS, WHENEVER COMPETITIVE OR BARGAINING REASONS REQUIRE A CLOSED SESSION.” MOTION – Village Board will go into Closed Session per Wis. Stat. 19.85(1)(e) at 5:02 pm Motion made by Paul second by Sorenson. Motion passed by roll call vote. ROLL CALL VOTE: AHRENS-Yes, SORENSON-Yes, PAUL-Yes, PARLIER-Yes, LAWRENCE-Absent, CABRERA-Yes, HANDRICK-Yes a. Stittleburg Restorative Health Care Development Agreement 5. VILLAGE BOARD WILL RETURN TO OPEN SESSION BY ROLL CALL VOTE MOTION – Return to Open Session at 5:55pm Motion made by Paul second by. Ahrens Motion passed by roll call vote. ROLL CALL VOTE: SORENSON-Yes, PAUL-Yes, PARLIER-Yes, LAWRENCE-Absent, CABRERA-Yes, HANDRICK-Yes, AHRENS-Yes 6. TAKE ACTION ON CLOSED SESSION ITEMS IF NEEDED No action to take from Closed Session 7. FUTURE SCHEDULED MEETINGS: a. Regular Village Board Meeting – Wednesday, February 4, 2026 – 6:00 pm b. Special Village Board Meeting – As Needed 8. ADJOURNMENT at 5:56 pm Motion to adjourn made by Paul second by Cabrera. Motion passed by voice vote. Administrator’s Report – February 4, 2026 1) Permits • Building Permits (1) o 609 Main St – Remodel/Alterations • Utility Permits (3) o HWY 107 & 4th St ROW – Power Line relocation – WPS o 8th St to Main St ROW – Gas line repair – WPS o 909 Chestnut St – Gas Line Replacement - WPS 2) Fire Department • First Responder Calls – January 2026 o 23 Total Calls: 7 in Towns, 16 Village • Fire Calls – January 2026 o 3 total calls: 1 in Town Sections, 0 Village, 2 Mutal Aid – T. Hamburg & T. Emmet 3) Administration – Clerk’s Office The Administration Office remained busy with tax collection and the 2025 audit with KerberRose. The on-site audit work was completed last week, and a draft audit report will be available soon. We are working with KerberRose to schedule the 2025 Audit Review for an upcoming Village Board meeting in March or April pending the draft review. 4) Public Works / Utilities Public Works is continuing with winter operations. We have been experiencing increased breakdowns with our 2014 Ventrax Utility Tractor and continue to encounter issues with the 1994 Steiner Utility Tractor. The Ventrax is our primary snow-removal tractor, and the 1994 Steiner currently only operates in high gear. All breakdowns experienced are items one would expect with the amount of use we have on the equipment, and we are hopeful that not much more will happen this winter. 5) Police Department The Police Department had the 2023 Dodge Durango breakdown a few weeks ago. The breakdown was with the cooling system. It was the same issue we experienced last year and was taken to Brickners Motors. All repairs fell under warranty. The Police Chief will be attending the Wisconsin Chiefs of Police Association conference and Alicia will be attending the Wisconsin Association Women Police training conference in February. 5) Administrator Activities & Plans for February • 2025 Audit Draft review with KerberRose • February 12-13 Ehlers Wisconsin Public Finance Seminar • February 19 – 2026 Government Affairs Seminar • March 3rd – Pre-Construction Meeting for Cured-in-Place Pipe Lining project Steven Cherek Village Administrator Monthly Report January 2026 Fire Calls-3 Calls Mutual Aid-Town of Hamburg (Hamburg Fire)-1 Call Auto Aid-Town of Emmet (Mosinee Fire)-1 Call Town of Rib Falls-1 Call EMS Calls- 23 calls Village of Marathon-16 Calls Town of Cassel-4 Calls Town of Marathon-2 Calls Town of Stettin-1 Call Training/School- One member currently in Firefighter 1 class at NTC. Five members signed up for a 8 hr. class presented by the Wis. DNR on 2/14. Public Relations- Oaths taken by seven new members. Upcoming Events- WSFA (Wis. State Firefighters Association) Convention March 12-14 in Green Bay. Upcoming Meetings/Drills- Fire Meeting and Drill. Wed. 2/11 @ 7:00 PM Officer Meeting. Wed. 2/11 @ 6:30 PM EMS Meeting and Drill. Wed. 2/18 @6:30 PM State/County Activity- Image Trend the Department’s new Record Management System is set up with the State. All fire incidents are being recorded in NERIS (National Emergency Response Information System) through Image Trend instead of NFIRS (National Fire Incident Reporting System) which was terminated on 1/31/2026. 1 VILLAGE OF MARATHON CITY TID NO. 1 PURCHASE & DEVELOPMENT AGREEMENT PHILLIPS ENTERPRISE LIMITED, LLC THIS PURCHASE & DEVLOPMENT AGREEMENT (“Agreement”) made this ___ day of_________, 2026 (“Effective Date”), by and between the VILLAGE OF MARATHON CITY, a municipal corporation of Marathon County, Wisconsin, (hereinafter referred to as "VILLAGE") located at 311 Walnut Street, Marathon City, WI 54448, and Phillips Enterprise Limited, LLC, a Wisconsin limited liability corporation, (hereinafter referred to as “DEVELOPER”), with its principal place of business located at 105 4th St, Marathon, WI 54448. VILLAGE and DEVELOPER may each be referred to as a “Party” or collectively the “Parties” to this Agreement. WITNESSETH: WHEREAS, the VILLAGE is interested in encouraging new development, eliminating blight, retaining and expanding existing business in the VILLAGE; and WHEREAS, the VILLAGE, pursuant to Wis. Stats. §66.1105, created Tax Incremental District No. 1, hereinafter "TID No. 1", on the 3rd day of January, 2002 through the adoption of a Resolution and approved the Project Plan for TID No. 1, (hereinafter the “Project Plan”), which Project Plan, as so approved, and as may be amended from time to time, is incorporated herein and on file at the VILLAGE; and WHEREAS , the VILLAGE, VILLAGE has created the Village of Marathon City TID No. 1 and Redevelopment District No. 1, for the purpose of promoting economic development; and WHEREAS, the VILLAGE is the fee owner of that property depicted on Exhibit C (“Development Site”) and which is located in the Redevelopment Area; and WHEREAS, the DEVELOPER intends to construct on the Development Site, as depicted on Exhibit C, non-tax exempt multi-tenant, commercial to light industrial rental complex together with attendant parking, other paved areas and other improvements (collectively, “Developer Facility”) in the form as depicted on Exhibit D; and WHEREAS, the VILLAGE, using tax incremental financing, can assist the DEVELOPER by providing funds for business assistance under certain specific terms and conditions set forth herein; and WHEREAS , the VILLAGE believes that development of the Developer Facility (i) is in the best interests of the VILLAGE and its residents, (ii) is in accordance with the public purposes and conditions of applicable state and local laws, (iii) will promote and carry out the development objectives of the VILLAGE, (iv) furthers the purposes of the Project Plan and the Redevelopment Plan, and (v) would not occur at the Development Site without the assistance of the VILLAGE; and 2 WHEREAS, this Agreement is intended to provide for certain duties and responsibilities of the VILLAGE and the DEVELOPER in order to cause the development of said improvements on the Development Site; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: I. DEFINITIONS 1. As used in this Agreement or in the Exhibits attached hereto, the following terms, when having an initial capital letter or all capital letters in the text of said documents shall have the following meaning: ACQUISITION COST: The sum of money paid by the DEVELOPER to the VILLAGE at the Closing for the Development Site. DEVELOPMENT INCENTIVE: Shall have the meaning as applied in the Project Plan as more fully set forth herein. DUE DILIGENCE PERIOD: Means the time period commencing on the Effective Date and terminating on Closing, unless waived earlier by DEVELOPER. EXCESS TAX INCREMENT: The amount by which the Tax Increment attributable to the Development Site exceeds the Annual Tax Increment Allocation Payment in any given calendar year. EXHIBIT A: The Project Plan and as may be amended from time to time and which is on file at the VILLAGE. EXHIBIT B: Declaration of Restrictive Covenants. EXHIBIT C: Legal Description of Development Site. EXHIBIT D: Preliminary renderings of the Development Facility together with attendant parking, other paved areas, fencing and other improvements on the Development Site EXHIBIT E: Consent of Mortgagee. EXHIBIT F: Irrevocable Letter of Credit. IMPROVEMENTS: The plan for site and building improvements to the Development Site depicted on Exhibit D, subject to final site plan, architectural review and building permit approvals by the VILLAGE pursuant to Article II, Section B, paragraphs 1, 2 and 3, below. TAX INCREMENT: Shall have the meaning given in Wis. Stat. § 66.1105(2)(i), as applied solely to the Development Site and Development Costs involved in this Agreement. 3 II. COMMITMENT OF PARTIES A. VILLAGE OBLIGATIONS In consideration of DEVELOPER’s obligations as set forth herein and for $1.00 and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged: 1. On the Closing Date (as defined below) convey the Development Site to DEVELOPER by Warranty Deed, free and clear of all liens and encumbrances, except for liens and encumbrances of record including the Declaration of Restrictive Covenants for the Marathon City Business Park, a copy of which is attached hereto as Exhibit B, collectively, the “Permitted Encumbrances”. 2. No later than five (5) days prior to Closing, the VILLAGE shall provide to DEVELOPER a commitment for an owner's policy of title insurance in the amount of One Hundred Twenty-Five Thousand and no/100 Dollars ($125,000.00) on a current ALTA form issued by an insurer licensed to write title insurance in Wisconsin and selected by VILLAGE (the "Title Commitment"), free and clear of all liens and encumbrances of record except for liens and encumbrances of record (“Permitted Encumbrances”). The VILLAGE shall pay for the costs of providing title evidence, the base title policy (with any optional title endorsements, if desired, at the DEVELOPER’S sole expense) and related recording fees. Any and all financing costs of the DEVELOPER as well as all costs related to the same (title fees and recording fees), will be at DEVELOPER’S sole expense. B. DEVELOPER OBLIGATIONS In consideration of the obligations of the VILLAGE as set forth herein, the sufficiency and receipt of which is hereby acknowledged, the DEVELOPER shall, at DEVELOPER’s sole expense: 1. Construct a new, non-tax-exempt Developer Facility as depicted in Exhibit D on the Development Site, with a construction cost paid by DEVELOPER of not less than Eight Hundred Sixty-Three Thousand and 00/100 Dollars ($863,000.00). Construction of the Developer Facility on the Development Site shall be completed by the DEVELOPER on or before December 31, 2026 (the “Valuation Date”). Construction costs paid by DEVELOPER includes but is not limited to the building, other improvements which generate Tax Increment, clearing, excavating, paving, and landscaping, all on the Development Site. Construction costs documentation as deemed appropriate by the VILLAGE, shall be provided to the VILLAGE within thirty (30) days of request by the VILLAGE of DEVELOPER’s paid invoice of said costs and such other documents reasonably related to the invoice(s) and also deemed necessary as solely determined by the VILLAGE. 2. Property Assessment Guarantee. On or before December 31, 2026, DEVELOPER shall provide evidence satisfactory to the VILLAGE establishing the valuation of the land and 4 Improvements on the Development Site of not less than Six Hundred Four Thousand One Hundred And No/100 Dollars ($604,100.00). 3. Pay to the VILLAGE the sum of One and no/100 Dollars ($1.00) at the Closing for the Development Site as the Acquisition Cost. 4. Commencing January 1, 2027 and annually thereafter for the Term of the Agreement as set forth in Section II, paragraph F, DEVELOPER warrants and agrees that: (i) the Guaranteed Tax Increment Revenue created by the Development Facility and land on the Development Site shall be at least Ten Thousand Eighty Four and No/100 Dollars ($10,084.00) per year (“Guaranteed Tax Increment Revenue);or (ii) if Tax Increment Revenue is less than the Guaranteed Tax Increment Revenue amount of Ten Thousand Eighty Four and No/100 Dollars ($10,084.00) as of the Valuation Date or any succeeding year during the Term, DEVELOPER shall pay to the VILLAGE an amount of money equal to the remainder obtained when the actual Tax Increment Revenue is subtracted from Guaranteed Tax Increment Revenue. Such supplemental payment (“Private Guarantee Payment”) shall be paid within thirty (30) days of notice by the VILLAGE of such amount due to the VILLAGE by DEVELOPER. “Tax Increment Revenue” means the equalized value of the taxable property (less personal property) on the Development Site in any year minus the tax incremental base as defined in Wis. Stat. § 66.1105(2)(j), and which remainder is multiplied by the applicable mill rate for such year to determine the Tax Increment Revenue. The first installment of the Guaranteed Tax Increment Revenue, including any Private Guarantee Payment, if necessary, shall be paid no later than January 31, 2028. 5. Comply with the Declaration of Restrictive Covenants for the Marathon Business Park, Marathon County, Wisconsin set forth in Exhibit B attached hereto. 6. The DEVELOPER shall obtain all necessary zoning, building, or engineering permits and approvals from the VILLAGE, and applicable state or federal agencies. The Developer Facility and uses of the Development Site shall at all times conform to the VILLAGE Zoning Code, Building Code, and all other VILLAGE ordinances, together with applicable state and federal laws and regulations. 7. AS-IS PURCHASE; RELEASE OF THE VILLAGE. THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE DEVELOPER WILL HAVE SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY PRIOR TO CLOSING AND THAT THE VILLAGE IS CONVEYING AND THE DEVELOPER IS ACCEPTING THE PROPERTY ON AN "AS-IS WITH ALL FAULTS" BASIS AND THAT THE DEVELOPER IS RELYING SOLELY ON ITS INDEPENDENT INVESTIGATION AND NOT ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM THE VILLAGE OR ITS AGENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. AS A PART OF ITS AGREEMENT TO ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, THE DEVELOPER, FOR ITSELF AND ITS SUCCESSORS, ASSIGNS, AGENTS, EMPLOYEES, CONTRACTORS AND INVITEES, HEREBY WAIVES, DISCHARGES AND RELEASES THE VILLAGE FROM ANY AND ALL DEMANDS, CLAIMS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, 5 DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH OR RELATED TO THE PHYSICAL, GEOLOGICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY PAST OR PRESENT CONDITION OF OR ACTION ON OR ABOUT THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS OR TOXIC MATERIAL AT, UNDER OR IN THE GENERAL VICINITY OF THE PROPERTY) OR THE CURRENT OR PREVIOUS VIOLATION OF ENVIRONMENTAL LAWS AT THE PROPERTY, IF ANY. 8. To the extent necessary, DEVELOPER shall grant to the VILLAGE, at no cost to the VILLAGE, all easements necessary for construction and maintenance of public improvements, infrastructure, and utilities, provided such easements and installation therein do not unreasonably interfere with construction or operation of the Developer Facility. The VILLAGE shall be solely responsible for any and all costs associated with the easements and shall indemnify and hold the DEVELOPER harmless for any and all costs the DEVELOPER may incur as a result of any easement granted on the Development Site under this Agreement. 9. Prior to construction of the Developer Facility on the Development Site, the DEVELOPER shall submit to the VILLAGE for approval a site plan showing, by way of illustration without limitation, the proposed building(s), parking and landscaping as required for issuance of a building permit all as required by the Declaration of Restrictive Covenants for the Marathon Business Park, Marathon County, Wisconsin and a building permit all as required by VILLAGE ordinances. The DEVELOPER will not, without the VILLAGE’s prior written approval, materially change the scope or use or materially alter the plans of the Developer Facility. 10. Indemnification/Hold Harmless. The DEVELOPER hereby defends, indemnifies and holds the VILLAGE, its elected and appointed officials, officers, employees, authorized representatives or volunteers and each of them harmless from and against all losses, suits, actions, damages, demands, interest, attorney fees, claims, liabilities, expenses and costs of whatsoever kind or nature whether arising before, during or after completion of the Developer Facility in any manner directly or indirectly caused, occasioned or contributed to in whole or in part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive, of the DEVELOPER or of anyone acting under its direction or control or on its behalf in connection with or incident to the performance of this Agreement or in any way related to the Developer Facility or Development Site. 11. Additional Representations, Warranties and Covenants of DEVELOPER. DEVELOPER represents and warrants to the VILLAGE and agrees and covenants with the VILLAGE as of the Effective Date follows: a. All copies of documents, contracts and agreements which DEVELOPER has furnished to the VILLAGE are true and correct in all material respects. 6 b. DEVELOPER has paid, and will pay when due, all federal, state and local taxes, and will promptly prepare and file returns for accrued taxes prior to any taxes becoming delinquent. c. DEVELOPER will pay for all work performed and materials furnished for the Developer Facility. d. No statement of fact by DEVELOPER contained in this Agreement and no statement of fact furnished or to be furnished by DEVELOPER to the VILLAGE pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein contained not misleading at the time when made. e. DEVELOPER is a limited liability company duly formed and validly existing and has the power and all necessary licenses, permits and franchises to own its assets and properties and to carry on its business. DEVELOPER is duly licensed or qualified to do business and in good standing in the State of Wisconsin and all other jurisdictions in which failure to do so would have a material adverse effect on its business or financial condition. f. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of DEVELOPER and constitute the valid and binding obligations of DEVELOPER enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, general principles of equity, and other similar laws of general application affecting the enforceability of creditors' rights generally. g. The execution, delivery, and performance of DEVELOPER'S obligations pursuant to this Agreement will not violate or conflict with DEVELOPER'S organizational documents or any indenture, instrument or agreement by which Developer is bound, nor will the execution, delivery, or performance of DEVELOPER'S obligations pursuant to this Agreement violate or conflict with any law applicable to DEVELOPER or the PROJECT. h. There is no litigation or proceeding pending or threatened against or affecting DEVELOPER or the Development Site and/or Developer Facility that would adversely affect the DEVELOPER or the enforceability of this Agreement, the ability of DEVELOPER to complete the Developer Facility or the ability of DEVELOPER to perform its obligations under this Agreement. i. No default, or event which with the giving of notice or lapse of time or both would be a default, exists under this Agreement, and DEVELOPER is not in default (beyond any applicable period of grace) of any of its obligations under any other agreement or instrument entered into in connection with the Development Site or Developer Facility. j. DEVELOPER agrees to pay timely all generally applicable property taxes assessed and levied in connection with the Development Site under applicable property tax laws, rules, rates, regulations and ordinances in effect from time to time. Nothing in this Agreement 7 shall impair any statutory rights of the VILLAGE and other taxing authorities with respect to the assessment, levy, priority, collection and/or enforcement of real estate and personal property taxes. k. The representations and warranties contained herein shall be true and correct at all times as required by this Agreement. DEVELOPER shall comply with all covenants contained herein at all times during the Term of this Agreement. 12. During the period between the Effective Date and the Closing Date, the VILLAGE hereby grants to the DEVELOPER a license to enter upon the Development Site at any time and to make such inspections and examinations of the Development Site as the DEVELOPER deems necessary to investigate the Development Site (individually, an “Investigation” and collectively, the “Investigations”), all at the DEVELOPER’S sole cost and expense. The VILLAGE shall permit access to the Development Site by the DEVELOPER and/or the DEVELOPER’S authorized employees, agents and representatives, including, without limitation, the DEVELOPER’S surveyors, experts, architects, consultants and contractors (“Developer’s Representatives”), for the purpose of conducting the Investigations, subject to the terms and conditions of this AGREEMENT. The VILLAGE shall reasonably cooperate with the DEVELOPER and the Developer’s Representatives in connection with all such Investigations, provided that the VILLAGE shall not be obligated to incur any costs in connection therewith. DEVELOPER shall repair, at its sole cost, any damage to the Development Site resulting from the inspections and, to the extent DEVELOPER or its contractors alter, modify, disturb or change the condition of the Development Site as part of the Inspections or otherwise, DEVELOPER shall restore, at its sole cost, the Development Site to the condition in which the same was found before such alteration, modification, disturbance or change. This Investigation includes contracting for, obtaining, and approving, at DEVELOPER’S own expense an environmental site assessment ("ESA") which is a Phase I ESA and Phase II ESA (if such Phase I ESA indicates that a Phase II ESA is necessary to determine whether a hazardous condition, material or substance exists on, in or relating to the Development Site) that show that there is no evidence on the Development Site of any present or past generation, storage, transportation, disposal, or treatment of hazardous or toxic wastes in excess of limits permitted under applicable environmental laws. III. GENERAL REQUIREMENTS A. CLOSING The transfer of the Development Site to the DEVELOPER shall occur at the offices of the VILLAGE, or at another location agreed upon by the parties, on or before ___________, 2026 (“Closing”). The date on which the closing occurs is the “Closing Date.” 8 B. EFFECTIVE DATE This Agreement shall be effective on the date it is last executed by the authorized representatives of the parties hereto, as evidenced below. C. SECURITY / INSURANCE 1. Letter of Credit. The Parties acknowledge and agree that the Tax Increment received by the VILLAGE from TID No. 1 is intended to be sufficient to pay the VILLAGE those sums which the VILLAGE has incurred in the development of TID No. 1, including but not limited to construction of streets, storm sewer, site preparation sanitary sewer and water, and related costs authorized under Wis. Stat. § 66.1105. In addition, should DEVELOPER default under this Agreement and the costs to repair, rectify, and place the Development Site back to a marketable condition by the VILLAGE in the event of repurchase is significant. Therefore, the parties agree that the amount attributable to the above conditions is One Hundred Thousand and No/100 Dollars ($100,000.00). If DEVELOPER does not complete compliance with the conditions set forth in Sections II-B-1 and 2 then the VILLAGE shall be entitled to the benefit of the provisions of Section III-C-3 below. 2. Notwithstanding any other provisions herein, if DEVELOPER does not complete compliance with the conditions set forth in Sections II-B-1 and 2, then the VILLAGE, at its sole option, may draw upon the letter of credit in a sum not exceeding One Hundred Thousand and No/100 Dollars ($100,000.00). 3. DEVELOPER at the time of closing shall provide the VILLAGE an Irrevocable Letter of Credit shall be substantially similar to the form attached hereto as Exhibit F and approved by the VILLAGE and shall be from a FDIC insured financial institution. The Letter of Credit shall be payable at sight to the VILLAGE, authorize partial draws, and shall include a provision requiring that the VILLAGE be given written notice not less than forty-five (45) days nor more than sixty (60) days prior to expiration of the Letter of Credit. The Letter of Credit shall be payable to the VILLAGE at any time upon presentation of the following: a. A sight draft drawn on the issuing bank in the amount to which the VILLAGE is entitled under Section III-C-3 of this Agreement; b. An affidavit executed by the Village President certifying the VILLAGE’s request under sub. a; and c. The Letter of Credit shall bear an expiration date not earlier than January 1, 2028. 4. Insurance. Prior to commencing any construction on the Development Site, the DEVELOPER shall procure and maintain builder’s risk insurance for in-process construction and stored materials on the Development Site in an amount not less than their full replacement value, insuring against damage or loss from theft, fire, casualty or other cause. On substantial completion 9 of the Developer Facility, the DEVELOPER shall obtain and maintain property insurance against loss by fire or other casualty in an amount equal to the replacement value of the Developer Facility. Upon request by the VILLAGE during the term, the DEVELOPER shall provide certificates evidencing such coverages. In the event the Developer Facility is damaged or destroyed during the term, the proceeds from the insurance shall be paid to the DEVELOPER and applied toward the reconstruction of the Developer Facility of such improvements damaged or destroyed. Reconstruction of the improvements will be commenced within six (6) months of the destruction or damage, and substantially completed within one (1) year from the same and with said construction to be a new, non-tax exempt, Developer Facility on the Development Site with the same design as depicted in Exhibit D and with a total assessed value of all land and improvements of not less than Six Hundred Four Thousand One Hundred And No/100 Dollars ($604,100.00). 5. During the Term of this Agreement, the DEVELOPER agrees and covenants that the Developer Facility and the Development Site may not be used in any manner for any purposes which may result in any part of the same being classified, declared or qualified as exempt from the payment of property taxes as regulated by the Wisconsin state statutes. D. BUYBACK/SALE PROVISIONS Following the Closing, the DEVELOPER shall promptly begin, diligently pursue, and ultimately complete the Developer Facility on the Development Site, pursuant to plans approved by the VILLAGE prior to construction, and in accordance with the VILLAGE ordinances. 1. If construction of the Developer Facility has not commenced by December 31, 2026, the VILLAGE shall have the option of repurchasing the Development Site from the DEVELOPER. To exercise its repurchase option, the VILLAGE shall provide written notice of exercise of the option to the DEVELOPER, which notice shall include the date of repurchase closing. At the repurchase closing, the DEVELOPER shall tender a Warranty Deed free and clear of all liens and encumbrances except the Permitted Encumbrances in exchange for the sum of: (i) One and No/100 Dollars ($1.00); plus (ii) the fair market value of any improvements made by or for the DEVELOPER to the Development Site. The title insurance, any unpaid real estate taxes, and the proration of the then current year’s real estate taxes, shall be paid by the DEVELOPER at the time of the repurchase closing. 2. If, after commencing construction work on the Development Site, construction ceases for a period of one hundred and eighty (180) consecutive days at any time before completion of the Developer Facility, the VILLAGE shall have the option of repurchasing the Development Site from the DEVELOPER. To exercise this repurchase option, the VILLAGE shall provide the DEVELOPER written notice of this repurchase option, which notice shall include the date of repurchase closing. At the repurchase closing, the DEVELOPER shall tender a Warranty Deed free and clear of all liens and encumbrances in exchange for the sum of: (i) One and No/100 Dollar ($1.00); plus (ii) the fair market value of any improvements located on the Development Site. The title insurance, any unpaid real estate taxes, and the proration of the then current year’s real estate taxes, shall be paid by the DEVELOPER at the time of the repurchase closing. In the event of 10 repurchase as provided herein, the DEVELOPER shall also be liable to the VILLAGE for all reasonable costs and expenses incurred by the VILLAGE in acquiring the Development Site. The DEVELOPER shall be deemed to consent to enforcement of the options described herein on the above terms by specific performance. 3. In addition to any other limitation on assignment or sale of the Development Site or any portion thereof and prior to termination of this Agreement, if, at any time during the Term, the DEVELOPER intends to sell, transfer, or convey the Development Site to any person or entity in any manner or in any manner which would render the Development Site exempt from property taxation, then the DEVELOPER shall first obtain the express written consent of the VILLAGE for such sale, transfer, or conveyance. Should the DEVELOPER sell, transfer or convey the Development Site prior to repayment of the Village Development Costs, the DEVELOPER’s obligation to make such Guaranteed Tax Increment payments or Personal Guarantee Payments shall only be released and discharged upon the VILLAGE’s approval of the buyer, transferee or grantee. E. DEFAULT A default is defined herein as either party’s breach of, or failure to comply with, the terms of this Agreement. The occurrence of any one or more of the following events shall also constitute a default hereunder: 1. Any representation or warranty made by the DEVELOPER in this Agreement, or any document delivered by the DEVELOPER pursuant to this Agreement, shall prove to have been false in any material respect as of the time when made or given; or 2. Construction of any portion or phase of the Developer Facility shall be abandoned for more than one hundred eighty (180) consecutive days (subject to the force majeure provisions below) or if any portion of the Developer Facility shall be damaged by fire or other casualty and not repaired, rebuilt or replaced within a reasonable time thereafter; or 3. The DEVELOPER shall: (i) become insolvent or generally not pay, or be unable to pay, or admit in writing its inability to pay, its debts as they mature; or (ii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; or (iii) become the subject of an "order for relief' within the meaning of the United States Bankruptcy Code, or file a petition in bankruptcy, for reorganization or to effect a plan or other arrangement with creditors; or (iv) have a petition or application filed against it in bankruptcy or any similar proceeding, or have such a proceeding commenced against it, and such petition, application or proceeding shall remain undismissed for a period of ninety (90) days or the DEVELOPER or Guarantor shall file an answer to such a petition or application, admitting the material allegations thereof; or (v) apply to a court for the appointment of a receiver or custodian for any of its assets or properties, or have, a receiver or custodian appointed for any of its assets or properties, with or without consent, and such receiver shall not be discharged within ninety (90) days after its appointment; or (vi) adopt a plan of complete liquidation of its/his assets; or 4. If the DEVELOPER shall dissolve or shall cease to exist; or 11 5. A default shall occur under any mortgage or other lien or encumbrance affecting the Development Site. 6. Remedies on Default. In the event of any default in or breach of this Agreement by any Party, or any successor in interest to such Party, such party or successors shall cure or remedy such default or breach within thirty (30) days after receipt of written notice of default from the other (or provided the defaulting party is diligently pursuing a cure, such longer time as is necessary to complete the cure). If case such action is not taken or the defaulted breach cannot be cured or remedied within the aforesaid time, the non-defaulting Party may institute such proceedings that may be necessary or desirable in its opinion to cure the default or breach. If such a proceeding is commenced, the prevailing Party in such proceeding shall be entitled to recover from the other Party its reasonable costs incurred in such proceeding, including reasonable attorney fees. The Parties reserve all remedies at law or in equity necessary to cure any default or remedy any damages or losses under this Agreement. Remedies include, but are not limited to: (a) Charging the breaching Party on all amounts due to the non-breaching Party was paid by the due date as provided in this Agreement, interest at the rate of eighteen percent (18.00%) per annum from the due date until the date the unpaid amounts are paid in full; (b) Utilizing any or all of the items of security provided in Article II, Section C above at the VILLAGE’s discretion; and (c) All other remedies set forth in any other document and agreement contemplated herein or otherwise entered in connection with this Agreement and/or all other remedies available at law or in equity, including without limitation petition for mandamus or injunctive relief requiring the breaching Party to perform its obligations under this Agreement. 7. Rights and Remedies. The rights and remedies of the parties under this Agreement, whether by law or provided by this Agreement, shall be cumulative and the exercise by any party of any one or more of such remedies shall not preclude the exercise by it at the same or different time of any such other remedies for the same event of default or breach or any of its remedies for any other default or breach by any other party. No waiver made by either Party with respect to performance or manner or time thereof, or any obligation of any other party or any condition to its own obligations under this Agreement shall be considered a waiver of any rights of any party making the waiver or any other obligations of any other Party. F. TERM The term of this Agreement commences on the date of execution hereof and shall terminate the later of December 31, 2036. G. NOTICE Delivery of documents and written notices to a party shall be effective only when accomplished in any of the following ways: 12 1. By sending the document or written notice, postage or fees prepaid, by U.S. Mail registered or certified mail, return receipt requested at: DEVELOPER : Phillips Enterprise Limited David Phillips, Principle 105 4 th St Marathon, WI 54448 VILLAGE: VILLAGE OF MARATHON CITY c/o Steven A. Cherek Village Administrator 311 Walnut Street Marathon City, WI 54448 WITH COPY TO: Shane J. VanderWaal VanderWaal Law, S.C. P.O. Box 1343 225411 Rib Mountain Dr., Ste. 2 Wausau, WI 54401 2. By giving the document or written notice personally to the party. H. MISCELLANEOUS PROVISIONS 1. 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 nor shall it be deemed a waiver of any subsequent default or defaults of the same type. Failure to exercise any right under this Agreement shall not constitute the approval of any wrongful act. 2. Amendment/Modification. This Agreement may be amended or modified only by a written amendment approved and executed by the VILLAGE and the DEVELOPER. 3. Entire Agreement. This written Agreement and written amendments, and any referenced attachments hereto, shall constitute the entire Agreement between the DEVELOPER and the VILLAGE. 4. Time; Force Majeure Event. Time is of the essence as to Closing Date and all other dates and deadlines contained in this Agreement. Provided, however, in any instance where the performance of an act is required within a specified time or by a specified date, strict compliance within the specified time shall be extended if the delay or inability to perform is caused by a delay or failure to perform due to any cause that is not reasonably foreseeable and that is outside such Party’s reasonable control, including, without limitation, any act of God, federal or state declarations, pandemics, embargo or other governmental act, fire, accident, strike, war, riot, or other cause not within the control of the Party charged with performance (each, a “Force Majeure Event”). It being the intent of this provision that in the event of the occurrence of any such Force 13 Majeure event, the time or times of performance of any of the obligations of the Party shall be extended for the period of the delay as determined by the other Party, provided that the Party seeking the extension due to the delay shall have first notified the other Party thereof and requested an extension of the period of the delay. 5. No Personal Liability. Under no circumstances shall any board member, village president, administrator, officer, official, director, attorney, employee, or agent of the VILLAGE have any personal liability arising out of this Agreement, and no party shall seek or claim any such personal liability. 6. 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 part, term, or provision was never part of this Agreement. 7. Immunity. Nothing contained in this Agreement constitutes a waiver of the VILLAGE’S sovereign immunity under applicable law. 8. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of DEVELOPER and VILLAGE, and no third party (other than successors) shall have any rights or interest in any provision of this Agreement, or as a result of any action or inaction of the VILLAGE in connection therewith. Without limiting the foregoing, no approvals given pursuant to this Agreement by DEVELOPER or the VILLAGE, or any person acting on behalf of any of them, shall be available for use by any contractor or other person in any dispute relating to construction of the PROJECT. 9. Personal Jurisdiction and Venue. Personal jurisdiction and venue for any civil action commenced by either party to this Agreement whether arising out of or relating to the Agreement shall be deemed to be proper only if such action is commenced in the Circuit Court for Marathon County, Wisconsin. The DEVELOPER expressly waives rights to bring such action in or to remove such action to any other court whether state or federal. 10. Subordination. Any Lender of DEVELOPER who has a mortgage upon the Development Site which is recorded with the Marathon County Register of Deeds prior to recordation described in Section III-H-17 shall execute the Consent of Mortgagee attached hereto as Exhibit E. 11. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the VILLAGE and DEVELOPER and their respective successors and assigns. 12. Further Assurances and Corrective Instruments. The VILLAGE and the DEVELOPER agree that they will, from time to time, execute, acknowledge, deliver, cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the land hereby conveyed or intended so to be, and for carrying out the express intentions of this Agreement. 14 13. Authority. Each party warrants and represents to each other that the execution of this Agreement by their respective officers or agents has been duly authorized and that this Agreement, when fully executed, constitutes a valid, binding, and legally enforceable obligation of itself. 14. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 15. Recitals; Titles. The recitals set forth above are a part of this Agreement and are binding on the parties; all captions, headings, or titles in the paragraphs and sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement as a limitation of the scope of the particular paragraphs or sections to which they apply. 16. Construction. The parties hereto acknowledges that each party was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against any Party hereto because one is deemed to be the author thereof. 17. Recordation. The VILLAGE may record this Agreement or a memorandum of this Agreement in the Register of Deeds Office for Marathon County, Wisconsin. All costs of recording shall be paid by the VILLAGE. 18. Effective Date. This Agreement shall be effective as of the date and year first written above. [DOCUMENT CONTINUES ON NEXT PAGE] 15 WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date set forth above, and by so signing this Agreement, certify that they have been duly and properly authorized by their respective entities to make the commitments contained herein, intending them to be binding upon their respective entities and to execute this Agreement on their behalf. PHILLIPS ENTERPRISE LIMITED, LLC By:___________________________________ Its ____________________________ STATE OF WISCONSIN ) ) ss. MARATHON COUNTY ) Personally came before me this _______ day of _________________, 2026, the above- named ______________ to me known be the person who executed the foregoing instrument personally and as __________________________ __________________________________________ ____________________________________ Notary Public, State of Wisconsin My Commission Expires: _________________ 16 VILLAGE OF MARATHON CITY By:__________________________________ Kurt Handrick, Jr., President Attest: _______________________________ Cassie Lang, Village Clerk STATE OF WISCONSIN ) ) ss. MARATHON COUNTY ) Personally came before me this _______ day of ____________________, 2026, the above named, Kurt Handrick, Jr., President, and Cassie Lang, Clerk, known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the Village of Marathon City’s authority. ________________________________________ ______________________________ Notary Public, State of Wisconsin My Commission Expires: __________ 17 EXHIBIT A [LEFT INTENTIONALLY BLANK] 18 EXHIBIT B DECLARATION OF RESTRICTIVE COVENANTS ON FILE AT VILLAGE AND MARATHON COUNTY REGISTER OF DEEDS OFFICE RECORDED 7/16/2003, DOCUMENT # 1335607 VILLAGE TO PROVIDE BEFORE SIGNING 19 EXHIBIT C LEGAL DESCRIPTION OF DEVELOPMENT SITE Lot Eleven (11) OF MARATHON CITY BUSINESS PARK in the Village of Marathon, Marathon County, WI. Document No. 1409650 , recorded in the office of the Register of Deeds for Marathon County, Wisconsin. 20 21 EXHIBIT D PRELIMINARY SITE LAYOUT Developer to supply prior to signed agreement is completed. EWS 7400 SF PAVING 11,000 SFGRAVEL LOTAPPROX. 400 LFOF FENCED YARD7800 SF MAIN LEVEL468 SF STORAGE MEZZ8268 SF TOTAL SF A1 BYDESCRIPTIONDATEREVISIONSDORCHESTER, WI 54425DAVE PPHILLIPS ENTERPRISESREPRESENTATIVE: PROJECT:DRAWN BY:JRM--SUPERVISED:12/29/25DATE:PROJECT:201 S. 4th St.PHONE: 1-800-944-5409WWW.MEYERBUILDINGS.COMMEYER BUILDINGS, INC. 1N.T.S.SITE PLAN SHEET 1 OF 4 TINTED WINDOWSOPEN SLAT CANOPYOPEN SLAT CANOPYOPEN SLAT CANOPYFULL SECTION WINDOWSTINTED WINDOWSFULL SECTION WINDOWSTINTED WINDOWSFULL SECTION WINDOWSTINTED WINDOWSFULL SECTION WINDOWS NEW TECH COMP. SIDINGNEW TECH COMP. SIDINGNEW TECH COMP. SIDING NEW TECH COMP. SIDING36" PROJECTIONCANOPY - SLATTED A2 BYDESCRIPTIONDATEREVISIONSDORCHESTER, WI 54425DAVE PPHILLIPS ENTERPRISESREPRESENTATIVE: PROJECT:DRAWN BY:JRM--SUPERVISED:12/29/25DATE:PROJECT:201 S. 4th St.PHONE: 1-800-944-5409WWW.MEYERBUILDINGS.COMMEYER BUILDINGS, INC. SHEET 2 OF 4 13/32"=1'-0"ELEVATIONS MECH.UNISEX 14'X14' OVERHEAD DOOR14'X14' OVERHEAD DOOR14'X14' OVERHEAD DOOR 3068306830683068 30'-0"30'-0"30'-0"132'-0" 3'-6"14'-0"6'-0"4'-0"5'-0"4'-0"6'-0"14'-0"7'-0"14'-0"16'-0"14'-0"12'-6"4'-0"4'-0"4'-0"20'-0"40'-0"60'-0" 60'-0" 16'-0"27'-0"34'-0"15'-0" 3068 14'X14' OVERHEAD DOOR 12" FORMED TRENCH WITHSTEEL GRATE (NOT PLATE)4" PRE-FORMEDPLASTIC TRENCH DRAIN4" PRE-FORMEDPLASTIC TRENCH DRAIN4" PRE-FORMEDPLASTIC TRENCH DRAIN 42'-0" 2X8 STUD WALLS AT SIDEWALLSAND ENDWALLS WITH STUD TOPLATE SIMPSON PLATE ANCHORSEXTERIOR WALLS TO HAVE 8" BATTINSULATION W/ 4 MIL POLY V.B.2X6 SEPARATION WALLS WITH1X4 GIRTS AND WHITE LINERPANEL. R-21 6" BATTINSULATION AT ALL INT. WALLS POLY PLANK OVER 12" POLYWOOD ATWALLS. POLY PLANKONLY AT CEILINGUNISEXPOLY PLANK OVER 12" POLYWOOD ATWALLS. POLY PLANKONLY AT CEILINGUNISEXPOLY PLANK OVER 12" POLYWOOD ATWALLS. POLY PLANKONLY AT CEILINGUNISEXPOLY PLANK OVER 12" POLYWOOD ATWALLS. POLY PLANKONLY AT CEILING 58" OSB SHEATHING ATWALLS AND CEILINGMECH.58" OSB SHEATHING ATWALLS AND CEILINGMECH.58" OSB SHEATHING ATWALLS AND CEILINGMECH.58" OSB SHEATHING ATWALLS AND CEILING TENANT 1WHITE LINER PANEL ATWALLS AND CEILINGTENANT 2WHITE LINER PANEL ATWALLS AND CEILINGTENANT 3WHITE LINER PANEL ATWALLS AND CEILINGTENANT 4WHITE LINER PANEL ATWALLS AND CEILING 36"X48"36"X48"36"X48"36"X48"36"X48"36"X48"36"X48"36"X48"36"X48" 3068BLACKAJ71003068BLACKAJ71003068BLACKAJ71003068BLACKAJ7100 3068BLACKAJ7100 3068BLACKAJ7100 3068BLACKAJ71003068BLACKAJ71003068BLACKAJ710040'-0" 6'-0" EWS MOP SINK 3068 3068MOP SINK MOP SINKMOP SINK BYDESCRIPTIONDATEREVISIONSDORCHESTER, WI 54425DAVE PPHILLIPS ENTERPRISESREPRESENTATIVE: PROJECT:DRAWN BY:JRM--SUPERVISED:12/29/25DATE:PROJECT:201 S. 4th St.PHONE: 1-800-944-5409WWW.MEYERBUILDINGS.COMMEYER BUILDINGS, INC. A3 13/32"=1'-0"FLOOR PLAN SHEET 3 OF 4 2.75:120.5:12 A4 BYDESCRIPTIONDATEREVISIONSDORCHESTER, WI 54425DAVE PPHILLIPS ENTERPRISESREPRESENTATIVE: PROJECT:DRAWN BY:JRM--SUPERVISED:12/29/25DATE:PROJECT:201 S. 4th St.PHONE: 1-800-944-5409WWW.MEYERBUILDINGS.COMMEYER BUILDINGS, INC. SHEET 4 OF 4 13/16"=1'-0"BUILDING CROSS SECTION 22 EXHIBIT E CONSENT OF MORTGAGEE TO AGREEMENT The undersigned, being the Mortgagee of the real estate subject to this AGREEMENT, by virtue of that certain Real Estate Mortgage from ____________________________________ to ___________________________________________, dated _________________, recorded _____________________________, as Document No. ________________ in the Register (“Prior Mortgage”), does hereby (1) consent to the terms of this AGREEMENT and (2) subordinate the Prior Mortgage to the AGREEMENT. The undersigned agrees that, in the event of default of the Prior Mortgage, any purchaser of the property described in the Prior Mortgage will take title to the same subject to this AGREEMENT as if this AGREEMENT had been recorded in the Register of Deeds, prior to the recording of the Prior Mortgage. IN WITNESS WHEREOF, ____________________________________ has caused this instrument to be executed this _______ day of ________________________, 2026. __________________________________, a Wisconsin banking corporation By: __________________________, ____________ STATE OF WISCONSIN ) ) SS. COUNTY OF MARATHON) Personally came before me this _______ day of _________________ , 2026, the above- named ___________________, as the _______________, to me known be the person and officer who executed the foregoing instrument and acknowledged that he/she executed the same as such officer of and under the authority of __________________________________. Printed Name: Notary Public, State of Wisconsin My Commission: 23 EXHIBIT F _____________________ – _______________________, _____________, WISCONSIN _________ TELEPHONE: (___) ___-____ IRREVOCABLE STANDBY LETTER OF CREDIT NO.______ PLACE AND DATE OF ISSUE: DATE AND PLACE OF EXPIRY: ______, WISCONSIN __/___/2026 ____________ IN MARATHON CITY, WISCONSIN APPLICANT: ADVISING BANK: PHILLIPS ENTERPRISE LIMITED, LLC 105 4th ST MARATHON, WI 54448. BENEFICIARY: AMOUNT: USD $___________ VILLAGE OF MARATHON CITY 311 WALNUT STREET MARATHON, WI 54448 PHILLIPS ENTERPRISE LIMITED, LLC HEREBY ESTABLISHES AND OPENS THIS IRREVOCABLE STANDBY LETTER OF CREDIT NO._______ IN FAVOR OF THE VILLAGE OF MARATHON CITY, MARATHON, WISCONSIN (THE “VILLAGE), FOR THE ACCOUNT OF PHILLIPS ENTERPRISE LIMITED, LLC, A WISCONSIN LIMITED LIABILITY CORPORATION (THE “APPLICANT”), WHICH IS AVAIALBE AT SIGHT AGAINST PAYMENT UPON PRESENTATION OF THE BENEFICIARY’S DRAFT(S), UP TO THE TOTAL AMOUNT OF ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), DRAWN ON APPLICANT, AND BEARING THE CLAUSE “DRAWN UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO._______.” PARTIAL DRAWINGS ARE ALLOWED UNDER THIS LETTER OF CREDIT, BUT IN NO EVENT WILL THE AGGREGATE OF THE DRAWINGS EXCEED THE FACE AMOUNT OF THIS LETTER OF CREDIT AS RENEWED, EXTENDED, OR REPLACED UNDER THE TERMS OF THE AGREEMENT BETWEEN THE VILLAGE OF MARATHON CITY AND APPLICANT, DATED _____________, 2026 (THE “AGREEMENT”). FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU AGAINST SIGHT DRAFT(S) PRESENTED TO US BY YOU AT OUR OFFICE AT _______________, _______, OF _________________, _____________, WISCONSIN _______. EACH DRAFT SHALL BE ACCOMPANIED BY THE FOLLOWING DOCUMENTS: 1. ORIGINAL OF THIS LETTER OF CREDIT; AND AMENDMENT(S), IF ANY. 2. YOUR DRAWING CERTIFICATE, DULY SIGNED BEFORE A NOTARY PUBLIC IN THE FORM OF EXHIBIT A ATTACHED TO THIS LETTER. THE DRAWING CERTIFICATE SHALL HAVE ALL BLANKS APPROPRIATELY FILLED IN AND SHALL BE PRINTED ON YOUR LETTERHEAD, IDENTIFYING THIS LETTER OF CREDIT BY ITS NUMBER. WE SHALL NOT BE OBLIGATED TO VERIFY YOUR INQUIRY INTO ANY OF THE STATEMENTS SET FORTH IN THE DRAWING CERTIFICATE. EXCEPT AS PROVIDED IN THE DRAWING CERTIFICATE, (1) DRAFTS ON THIS LETTER OF CREDIT MAY BE MADE AS SET FORTH ABOVE AT ANY TIME UNTIL THE EXPIRATION OF THE IRREVOCABLE LETTER OF CREDIT. CONTINUED ON PAGE TWO WHICH FORMS AN INTEGRAL PART OF THIS LETTER OF CREDIT. 24 PAGE TWO WHICH FORMS AN INTEGRAL PART OF LETTER OF CREDIT NO._________________. THE FACE AMOUNT OF THIS LETTER OF CREDIT SHALL AUTOMATICALLY REDUCE BY THE APPLICABLE REDUCTION AMOUNT OF ANY PARTIAL DRAW. ALL DOCUMENTS PRESENTED TO US IN CONNECTION WITH ANY DEMAND FOR PAYMENT UNDER THIS LETTER OF CREDIT, WHETHER VIA MAIL, COURIER OR FAX PRESENTATION, AS WELL AS ALL NOTICES AND OTHER COMMUNICATIONS TO US IN RESPECT OF THIS LETTER OF CREDIT, SHALL BE IN WRITING AND ADDRESSED AND PRESENTED TO US AT THE AFORESAID ADDRESS, ____________, _______ ATTENTION: ___________, ______________, _____________, WISCONSIN _________ AND SHALL MAKE SPECIFIC REFERENCES TO THIS LETTER OF CREDIT BY NUMBER. DEMAND FOR PAYMENT HEREUNDER MAY ALSO BE MADE IN THE FORM OF FACSIMILE TRANSMISSION OF THE DRAFT(S) AND DOCUMENT(S) REQUIRED HEREUNDER TO FACSIMILE NUMBER (___) ___-____. YOU MUST CONFIRM OUR RECEIPT OF EACH TELECOPIED DRAWING BY TELEPHONING (___) ___-____ AND IMMEDIATELY FORWARD TO US THE ORIGINAL DRAFT(S) AND DOCUMENT(S) BY COURIER SERVICE. UPON THE PAYMENT TO YOU OR TO YOUR ACCOUNT OF THE AMOUNT SPECIFIED IN A SIGHT DRAFT DRAWN UNDER THIS LETTER OF CREDIT, WE SHALL BE FULLY DISCHARGED OF OUR OBLIGATION UNDER THIS LETTER OF CREDIT WITH RESPECT TO THAT SIGHT DRAFT AND WE SHALL NOT BE OBLIGATED TO MAKE ANY FURTHER PAYMENTS UNDER THIS LETTER OF CREDIT WITH RESPECT TO THAT SIGHT DRAFT TO YOU OR ANY OTHER PERSON. THIS LETTER OF CREDIT MAY NOT BE ASSIGNED OR TRANSFERRED. THIS LETTER OF CREDIT SHALL EXPIRE ON ______________. (“EXPIRATION DATE”), UNLESS RENEWED, EXTENDED OR REPLACED. THE VILLAGE SHALL BE GIVEN WRITTEN NOTICE BY ____________, ______, NOT LESS THAN FORTY-FIVE (45) DAYS, NOR MORE THEN SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THIS LETTER OF CREDIT. THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500 (THE “UNIFORM CUSTOMS”). THIS LETTER OF CREDIT SETS FORTH IN FULL OUR UNDERTAKING, AND THAT UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR LIMITED BY REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO IN THIS LETTER OF CREDIT, EXCEPT ONLY CERTIFICATES AND DRAFTS REQUIRED IN THIS LETTER AND THE UNIFORM CUSTOMS REFERRED TO IN THIS LETTER OF CREDIT. WE AGREE THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED WITHIN THREE (3) BANKING DAYS BY US UPON DELIVERY OF THE DRAFTS AND THE CERTIFICATES SPECIFIED IN THIS LETTER OF CREDIT IF PRESENTED ON OR PRIOR TO THE EXPIRATION DATE OR ANY AUTOMATICALLY EXTENDED EXPIRATION DATE. ___________________, 2026 BY: ____________________________ AUTHORIZED SIGNATURE DRAFT: APPROVED FOR ISSUANCE AS DRAFTED ________________________________________ ____________________________________ AUTHORIZED SIGNATURE DATE 25 EXHIBIT A DRAWING CERTIFICATE DATE: _____________________ _______________, ___________ ________________________ _____________, WISCONSIN___________ RE: DRAWING CERTIFICATE GENTLEMEN: THIS UNDERSIGNED CERTIFIES THE FOLLOWING TO ______________, _______, WISCONSIN (THE “BANK”) WITH REFERENCE TO IRREVOCABLE STANDBY LETTER OF CREDIT NO.______________ (THE “LETTER OF CREDIT”). CAPITALIZED TERMS, AS USED IN THIS CERTIFICATE, SHALL HAVE THE SAME MEANING GIVEN TO THEM IN THE LETTER OF CREDIT. CERTIFICATIONS 1. THE UNDERSIGNED IS AUTHORIZED TO SIGN THIS CERTIFICATE ON BEHALF OF THE VILLAGE OF MARATHON CITY, MARATHON COUNTY, WISCONSIN. 2. THE UNDERSIGNED IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF CREDIT. 3. THE UNDERSIGNED HAS ADVISED APPLICANT OF THE PROPOSED DRAW AMOUNT AT LEAST TEN (10) DAYS PRIOR TO THIS CERTIFICATE, AND APPLICANT HAS FAILED TO CAUSE PAYMENT OF THE PROPOSED DRAW AMOUNT TO BE MADE TO THE UNDERSIGNED. 4. APPLICANT IS IN DEFAULT UNDER THE TERMS OF THE AGREMENT DATED ________________ AND THE VILLAGE OF MARATHON CITY IS ENTITLED TO DRAW ON THIS LETTER OF CREDIT. IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED AND DELIVERED THIS CERTIFICATE AS OF THE _______DAY OF ___________, 2026. VILLAGE OF MARATHON CITY By: __________________________________ Kurt Handrick, Jr. President Attest: _______________________________ Cassie Lang, Village Clerk STATE OF WISCONSIN ) ) ss. MARATHON COUNTY ) Personally came before me this _______ day of ____________________, 2026, the above named, Kurt Handrick, Jr., President, and Cassie Lang, Clerk, known to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by the Village of Marathon City’s authority. ________________________________________ ______________________________ Notary Public, State of Wisconsin My Commission Expires: __________