Williams Bay TID #1 Joint Review Board Meeting — Agenda Packet

VILLAGE OF WILLIAMS BAY 250 Williams Street | PO Box 580 | Williams Bay | WI | 53191 | vi.williamsbay.wi.gov Phone: 262-245-2700 NOTICE JOINT REVIEW BOARD MEETING WEDNESDAY, SEPTEMBER 2, 2026 AT 1:30 PM Village Hall Council Room 250 Williams Street Williams Bay, WI 53191 There may be a quorum of Village Trustees present, no board business will be conducted. The meeting will be live-streamed on the Village of Williams Bay's YouTube, which can be found here: https://youtube.com/live/2jvghVC1fM8?feature=share AGENDA The following agenda items may be considered for Discussion, Consideration, or Action I. Call to Order II. Roll Call III. Minutes A. Village of Williams Bay TID #1 Joint Review Board Meeting Minutes of July 10, 2025 IV. Comments, Correspondence, and Concerns from the Public V. Discussion/Action Items: A. Performance and Status of TID #1 Financial Forecasts B. Resolution R-01 Acknowledging Compliance with Annual Meeting Requirements C. Matters to be Placed on a Future Agenda or Referred to a Committee, Official or Employee VI. Adjournment Requests from persons with disabilities, who need assistance to participate in this meeting or hearing, should be made to the Village Clerk’s office in advance so the appropriate accommodations can be made. Posted: 08/28/2026 5:00 PM Page 1 of 106 VILLAGE OF WILLIAMS BAY 250 Williams Street | PO Box 580 | Williams Bay | WI | 53191 | vi.williamsbay.wi.gov Phone: 262-245-2700 UNOFFICIAL MINUTES WILLIAMS BAY TID #1 JOINT REVIEW BOARD MEETING MEETING THURSDAY, JULY 10, 2025 AT 9:00 AM VILLAGE HALL COUNCIL ROOM 250 WILLIAMS STREET WILLIAMS BAY, WI 53191 THERE MAY BE A QUORUM OF VILLAGE TRUSTEES PRESENT, NO BOARD BUSINESS WILL BE CONDUCTED. I. Call to Order President Jaramillo called the meeting to order at 09:00am. II. Roll Call Present: President Adam Jaramillo, Members Jennifer Frederick, Jessica Conley, Sharon Johnson, and Skip Mosshamer Also Present: Administrator David Lothspeich, Clerk Tina Kolls III. Approval of Agenda There was no action taken on this item. IV. Comments, Correspondence, and Concerns from the Public There were no comments, correspondence, or concerns from the public. V. Discussion/Action Items: A. Performance and Status of TID #1 and TID #2 and Financial Forecasts The Board discussed the performance, Financial Forecast and status of TID #1. B. Resolution R-01 Acknowledging Compliance with Annual Meeting Requirements The motion to approve Resolution R-01 Acknowledging Compliance with Annual Meeting Requirements was initiated by Member Mosshamer and seconded by Member Johnson. Unanimously carried. VI. Matters to be Placed on a Future Agenda or Referred to a Committee, Official or Employee There were no matters discussed to be placed on a future agenda or referred to a Committee, Official or Employee. VII. Adjourn The motion to adjourn was initiated by Member Mosshamer and seconded by Member Johnson at 09:14am. Unanimously carried. /s/ Tina Kolls, Village Clerk These are not official Minutes until approved by the Governing Body. Page 2 of 106 JRB - Current Status Village of Williams Bay Tax Increment District No. 1 Cash Flow Proforma Analysis U/D per bond $13.00 Assumptions U/D total (from munex) $0 Annual Inflation During Life of TID………………………………………………… … 1.00% COI (from mun $0 2025 Gross Tax Rate (per $1000 Equalized Value)……………………… … $9.80 Example MRO Payback Annual Adjustment to tax rate……………………………………………………… … 0.00% $4,500,000 Investment rate……………………………………………………………………………… … 0.00% Repayment Data above dashed line are actual 0.00% Beginning 2027 MRO Par………………………………… $4, 500,000 Total Int. Due to Developer…… $2,225,245 Total Payment to Developer…… $6,725,245 Background Data Revenues Expenditures TID Status (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Reserved Annual Balance Year End TIF District Inflation Construction TIF Increment Tax Tax Villa ge for MRO Interest Due (Shortfall)/ Due to Combined Annual Cumulative Year Valuation Increment Increment Over Base Rate Revenue Portion Pa yback MRO to Develo per Sur plus Develo per Ex penditures Balance Balance Year (January 1) (1) (10%) (90%) (4/1 & 10/1) (December 31) Base Value EST. RATE= $716,100 7.00% 2025 $515,000 $0 $19,603,400 $19,402,300 $9.80 2025 2026 $20,118,400 $0 $25,000,000 $44,402,300 $9.80 $4,500,000 $0 ($4,500,000) ($4,500,000) $0 $0 $0 2026 2027 $45,118,400 $0 $40,000,000 $84,402,300 $9.80 $190,143 $19,014 $171,128 $315,000 ($143,872) ($4,643,872) $171,128 $19,014 $19,014 2027 2028 $85,118,400 $0 $84,402,300 $9.80 $435,143 $43,514 $391,628 $325,071 $66,557 ($4,577,314) $391,628 $43,514 $62,529 2028 2029 $85,118,400 $851,184 $85,253,484 $9.80 $827,143 $82,714 $744,428 $320,412 $424,016 ($4,153,298) $744,428 $82,714 $145,243 2029 2030 $85,969,584 $859,696 $86,113,180 $9.80 $827,143 $82,714 $744,428 $290,731 $453,697 ($3,699,601) $744,428 $82,714 $227,957 2030 2031 $86,829,280 $868,293 $86,981,473 $9.80 $835,484 $83,548 $751,936 $258,972 $492,964 ($3,206,637) $751,936 $83,548 $311,505 2031 2032 $87,697,573 $876,976 $87,858,448 $9.80 $843,909 $84,391 $759,518 $224,465 $535,054 ($2,671,583) $759,518 $84,391 $395,896 2032 2033 $88,574,548 $885,745 $88,744,194 $9.80 $852,418 $85,242 $767,177 $187,011 $580,166 ($2,091,418) $767,177 $85,242 $481,138 2033 2034 $89,460,294 $894,603 $89,638,797 $9.80 $861,013 $86,101 $774,912 $146,399 $628,512 ($1,462,905) $774,912 $86,101 $567,239 2034 2035 $90,354,897 $903,549 $90,542,346 $9.80 $869,693 $86,969 $782,724 $102,403 $680,320 ($782,585) $782,724 $86,969 $654,209 2035 2036 $91,258,446 $912,584 $91,454,930 $9.80 $878,460 $41,094 $837,366 $54,781 $782,585 $0 $837,366 $41,094 $695,303 2036 2037 $92,171,030 $921,710 $92,376,641 $9.80 $887,315 $887,315 $887,315 $1,582,618 2037 2038 $93,092,741 $930,927 $93,307,568 $9.80 $896,258 $896,258 $896,258 $2,478,876 2038 2039 $94,023,668 $940,237 $94,247,805 $9.80 $905,291 $905,291 $905,291 $3,384,167 2039 2040 $94,963,905 $949,639 $95,197,444 $9.80 $914,414 $914,414 $914,414 $4,298,582 2040 2041 $95,913,544 $959,135 $96,156,579 $9.80 $923,628 $923,628 $923,628 $5,222,210 2041 2042 $96,872,679 $968,727 $97,125,306 $9.80 $932,935 $932,935 $932,935 $6,155,145 2042 2043 $97,841,406 $978,414 $98,103,720 $9.80 $942,334 $942,334 $942,334 $7,097,479 2043 2044 $98,819,820 $988,198 $99,091,918 $9.80 $951,828 $951,828 $951,828 $8,049,307 2044 2045 $961,416 $961,416 $961,416 $9,010,724 2045 $14,689,618 $84,603,400 $15,735,969 $9,010,724 $6,725,245 $4,500,000 $2,225,245 $0 $6,725,245 Type of TID: Mixed-Use 2024 TID Inception (1) Per Village estimates. 2039 Final Year to Incur TIF Related Costs 2044 Maximum Legal Life of TID (20 Years) 2045 Final Tax Collection Year Robert W. Baird & Co. Incorporated (“Baird”) is not recommending any action to you. Baird is not acting as an advisor to you and does not owe you a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934. Baird is acting for its own interests. You should discuss the information contained herein with any and all internal or external advisors and experts you deem appropr iate before acting on the information. Baird seeks to serve as an underwriter (or placement agent) on a future transaction and not as a financial advisor or municipal advisor. The primary role of an underwriter (or placement agent) is to purchase, or arrange for the placement of, securities in an arm’s length commercial transaction with the issuer, and it has financial and other interests that differ from those of the issuer. The information provided is for discussion purposes only, in seeking to serve as underwriter (or placement agent). See “Important Disclosures” contained herein. Until MRO paid in full Prepared by Robert W. Baird & Co. Incorporated S:\municipalities\williams bay vg wi\TIF\TID 1\Proforma\tif1 proforma williams bay vg JRB 08262026.xlsx 8/26/2026 Page 3 of 106 Page 4 of 106 WI Dept of Revenue TID Annual Report Form PE-300 2025 Section 1 – Municipality and TID Co-muni code Municipality County Due date Report type TID number TID type TID name Creation date Mandatory termination date Anticipated termination date Section 2 – Beginning Balance Amount TID fund balance at beginning of year 64192 WILLIAMS BAY WALWORTH 07/01/2026 ORIGINAL 001 6 07/01/2024 07/01/2044 N/A Section 3 – Revenue Amount Tax increment Investment income Debt proceeds Special assessments Shared revenue Sale of property Allocation from another TID TID number Developer guarantees Developer name Transfer from other funds Source Grants Source Other revenue Source Total Revenue (deposits) $0 Page of 1 4 Page 5 of 106 WI Dept of Revenue TID Annual Report Form PE-300 2025 Section 4 – Expenditures Amount Capital expenditures Administration Professional services Interest and fiscal charges DOR fees Discount on long-term debt Debt issuance costs Principal on long-term debt Environmental costs Real property assembly costs Allocation to another TID TID number Developer grants Developer name Transfer to other funds Fund Other expenditures Name Total Expenditures $0 Section 5 – Ending Balance Amount TID fund balance at end of year Future costs Future revenue Surplus or deficit $0 $0 Page of 2 4 Page 6 of 106 WI Dept of Revenue TID Annual Report Form PE-300 2025 Current Year TID New Construction Values TID TID New Construction Increase TID New Construction Decrease Prior Year Correction TID Net New Construction (NNC) Section 6 – TID New Construction 001 $0 $0 $0 $0 Total $0 $0 $0 $0 Current Year Allowable Levy Increase Attributable to TID NNC TID TID Net New Construction Prior Year Municipal Equalized Value TID Net New Construction % Prior Year Adjusted Actual Levy Allowable Levy Increase Attributable to TID Net New Construction 001 $0 $1,596,387,500 0.00 $3,052,846 $0 Total $0 $1,596,387,500 0.00 $3,052,846 $0 Current Year Actual TID NNC Impact to Municipal Levy Levy Increase Attributable to TID Net New Construction Increase per $100,000 $0 $0 Historical Allowable Levy Increase Attributable to TID NNC Year TID TID Net New Construction TID Net New Construction % Allowable Levy Increase Attributable to TID Net New Construction Prior Year Adjusted Actual Levy Prior Year Municipal Equalized Value No active TIDs 2024 No active TIDs 2023 Page of 3 4 Page 7 of 106 WI Dept of Revenue TID Annual Report Form PE-300 2025 Section 7 – Preparer/Contact Information Preparer name Preparer title Preparer email Preparer phone Contact name Contact title Contact email Contact phone Tina Kolls Clerk (262) 245-2700clerk@vi.williamsbay.wi.gov Page of 4 4 Page 8 of 106 Page 9 of 106 Page 10 of 106 53432369v8 DEVELOPMENT AGREEMENT by and among THE VILLAGE OF WILLIAMS BAY, and TOPOGRAPHY PROPERTY HOLDINGS, LLC Page 11 of 106 53432369v8 EXHIBITS Exhibit A Legal Descriptions of the Development Property Exhibit B Development Property Depiction Exhibit C Form of Conservation Easement Exhibit D Form of PWI Contract Exhibit E Form of Municipal Revenue Obligation Exhibit F Access and Maintenance Easement Page 12 of 106 1 53432369v8 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement"), dated as of this __ day of April, 2025 (the "Effective Date"), is made by and among the VILLAGE OF WILLIAMS BAY, a Wisconsin municipal corporation (the "Village"), and TOPOGRAPHY PROPERTY HOLDINGS, LLC, a Delaware limited liability company (the "Developer"). RECITALS WHEREAS, Topography Hospitality, LLC, a Delaware limited liability company (“Topography”), has entered into a purchase and sale agreement (the “PSA”) with Aurora University for the acquisition of certain real property located in the Village at 350 Constance Blvd., and described on Exhibit A and depicted on Exhibit B (the “Development Property”); and WHEREAS, Topography will assign its ownership rights in the Development Property to Williams Bay Property Company, LLC, a Delaware limited liability company (the “Property Owner”); and WHEREAS, the Developer intends to construct a hotel and related amenities on the Development Property for the benefit of the Property Owner; and WHEREAS, the Village anticipates the need for improvements to the existing public infrastructure to serve the hotel and surrounding areas in order to attract tourism; and WHEREAS, the Village has created Tax Incremental District Number 1 (“TID #1”) in order to use tax increments generated by the Project to provide a tax incremental financing (TIF) grant for the cost to construct the public infrastructure improvements; and WHEREAS, the Village and Developer desire to cooperate in the redevelopment of the Development Property as a public-private project in accordance with the terms of this Agreement; and WHEREAS, the Village has found that but for the provisions of tax incremental financing the development would not occur; and WHEREAS, the parties hereby desire to enter into this Agreement to set forth the following terms and conditions. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: Page 13 of 106 2 53432369v8 ARTICLE I DEVELOPMENT OF THE PROJECT Section 1.1. Development. The Village and Developer will redevelop the Development Property in accordance with this Agreement and will cooperate with one another in connection therewith. No decisions or approvals required to be made hereunder shall be subject to any unreasonable condition or delay. Section 1.2. Project Description . The development of the Development Property contemplated by this Agreement consists of two primary components: (1) the "Hotel" and (2) the "Public Infrastructure" (together, the "Project"), with the Hotel anticipated to be comprised of several sub-components (each, a "Project Element"), as generally described below: (a) Hotel. The Hotel shall consist of the following Project Elements. The location of the Project Elements shall be determined by the Developer as part of its zoning approval. (1) Shall not exceed sixty-eight (68) total keys contained in the lodge comprising approximately 45,000 square feet (s.f.); cabins comprising a total of approximately 24,750 s.f.; and a boathouse comprising approximately 2,500 s.f. (2) Guest amenities as described in the planned development overlay zoning text comprising approximately 49,900 s.f. and other uses as described in the zoning text. (3) A public preserve (the “Preserve”) , labeled on Exhibit B, consisting of walking trails and other natural elements for use by the public as described in the conservation easement (the “Conservation Easement”) , a form of which is attached as Exhibit C. (4) A pier associated with a boathouse, with a maximum of twelve (12) boat slips and one (1) pier without boat slips. Except for boat rentals and activities for guests of the Hotel, no private boat launches or commercial business activities will be permitted on the pier. (5) Developer reserves the right to make modifications to the above Project Elements based on market feasibility, but subject to the planned development overlay zoning approvals of the Village. (b) Public Infrastructure. The Public Infrastructure is defined as the public works improvements which are subject to the contract for construction of the Public Infrastructure, the form of which is attached as Exhibit D (the “PWI Contract”). Public Infrastructure may also be referred to as “PWI”. The Village and Developer shall comply with the provisions of Section 3.2(c) in carrying out their respective obligations related to the Public Infrastructure. Section 1.3. Property Division and Conservation Easement . Following acquisition of the Development Property, Developer intends to create and record, or cause to be recorded, a certified survey map (CSM) adjusting lot lines and depicting certain easements and restrictions as reasonably agreed between the Village and Developer for the purpose of carrying Page 14 of 106 3 53432369v8 out this Agreement. For clarity, the Development Property does not include the Water Safety Patrol building which will be separately conveyed by Aurora. A North Parcel Uses. The approval of the CSM shall be subject to the General Ordinances for the Village of Williams Bay, Chapter 375, Article 6. Approval shall not be unreasonably withheld, conditioned or delayed. Developer will also record a Conservation Easement which will apply to the land for the Preserve. ARTICLE II LAND ACQUISITION, PROJECT COMMENCEMENT, AND SECURITY Section 2.1. Land Acquisition. (a) Land acquisition, pursuant to the PSA is expected to occur in April of 2025. As a condition of the Developer’s obligation to acquire the Development Property, the Developer and the Village shall perform the following actions, and execute and deliver, as applicable, the following documents, or otherwise obtain necessary approvals as stated here: (1) Approval of the General Development Plan. (2) Approval of a conditional surrender of the liquor license described in Section 3.3. Section 2.2. Project Commencement. (a) Following acquisition of the Development Property, Developer will proceed in pursuing permits for the construction of the Project, including raze permit, footings and foundations permit, and building permit (the “Building Permit”) as necessary and in compliance with Village Ordinances and Section 3.2 herein (with the Building Permit, collectively the “Permits”, individually a “Permit”). (b) Developer and the Village shall cooperate in the performance of certain actions including, but not limited to, executing and delivering, as applicable, the following documents, or otherwise obtain necessary approvals as stated here as a condition to Developer’s obligation to undertake construction of the Project , and completed prior to the issuance of the Building Permit. (1) Developer’s decision, at its sole discretion, to proceed with construction. (2) Developer’s satisfaction of conditions precedent for the Private Funding. (3) Bidding for PWI, and execution of the PWI Contract. (4) Approval and recording of the CSM, if necessary. (5) Execution and recording of the Conservation Easement. (6) Execution and recording of the Access and Maintenance Easement. Page 15 of 106 4 53432369v8 (7) Execution of any documents necessary to evidence the Village Development Incentive described in Section 2.3(b). (c) Each Permit may require that certain reasonably required conditions be met, which shall be communicated by the Village to the Developer promptly, and the Village shall cooperate in Developer’s satisfaction of those condition. (d) The Village and Developer agree and understand that the Permits will be applied for in anticipation of Permit issuance beginning in September of 2025, and a building permit expected to be issued in the first quarter of 2026 . The Village shall take no action that unreasonably conditions or delays the issuance of any of the Permits. Section 2.3. Summary of Funds and Village Incentive for Project Development. (a) Developer shall be responsible for all costs of the Project and will obtain total debt and equity commitments necessary for completion of the Project Elements (the "Private Funding"), the sufficiency of which shall be in the discretion of the Developer. (b) Village Development Incentive. (1) The total cost of constructing the Public Infrastructure by Developer is estimated to not exceed $4,500,000 , subject to change based on final specification and value engineering. Subject to all of the terms, covenants and conditions of this Agreement and applicable provisions of law, the Village shall, to help defray the costs of development and make the Project financially feasible, provide a TIF development incentive grant in the amount of the Certified PWI Cost, defined below, plus seven percent (7%) interest payable solely from the ninety percent (90%) of Tax Increment ( as that is defined in Section 66.1105 of the Wisconsin Statutes) ("Tax Increment Law") generated from the Development Property. The Village shall provide such development incentive grant by issuing to Developer a municipal revenue obligation (the “MRO”) in the form, and with the terms, set forth on Exhibit E attached hereto and made a part hereof. The MRO shall be payable to Developer in annual installments and solely from Tax Increment generated by the Project. The MRO shall be issued by the Village and delivered to Developer within 30 days of the date the conditions set forth in subsection (c) below have been satisfied for the construction of the Public Infrastructure, and Developer has submitted written request for issuance of the MRO. The MRO shall be further subject to subsection (c)(3). (2) Construction of the Public Improvements . Developer understands that the MRO will only be issued upon completion of the conditions set forth in subsection (c), and that payments under the MRO, and the Village’s obligations under such MRO, shall terminate upon termination of TID #1 in 2044 regardless of whether Developer has received full payment on the MRO. Page 16 of 106 5 53432369v8 (3) District Duration. The Village covenants and agrees not to cause the early termination of the District prior to the MRO Expiration Date (as defined the MRO). (4) Developer to Timely Proceed with Development. Developer shall use good faith efforts to complete the Project no later than December 31, 2027. (c) Conditions Precedent to Issuance of MRO. (1) Completion of Public Improvements . The Public Infrastructure shall have been completed and accepted by the Village. (2) Certification of Public Improvement Cost and Adjustment of Incentive. Developer shall cause its civil engineer for the Project to certify the costs of the Public Infrastructure to the Village (" Certified PWI Cost") who shall, in that regard, have a duty of care to the public . The principal amount of the MRO shall be adjusted to equal the Certified PWI Cost. (3) Utilization of TIF Grant . The TIF grant shall be utilized solely for reimbursement of “project costs” as defined in the Tax Increment Law, limited to the Public Infrastructure as defined in Section 1.2(b) . To ensure the TIF grant is not used for ineligible expenses, the amount of the TIF grant is equal to the Certified PWI Cost, but shall not exceed the principal amount of $4,500,000. (d) Collateral Assignment. This Agreement and the MRO may be collaterally assigned, with written consent of the Village, which shall not be unreasonably withheld, in whole or in part by Developer to any other party providing financing for the Project or Publi c Infrastructure. This Agreement may also be assigned, with written consent of the Village, which shall not be unreasonably withheld, in whole or in part by Developer to another party provided that the party accepts all obligations of Developer under this Agreement. (e) The Village hereby acknowledges and agrees that after the completion of the Project, as evidenced by a certificate of occupancy issued by the Village, the Developer shall be expressly permitted to assign the rights and obligations under to the Property Owne r. Developer represents that, in its corporate capacity, Developer has sufficient control of the Property Owner to cause the Property Owner to accept this assignment. (f) Limitation on Sale or Assignment. The Developer, or its assigns, shall not, sell, convey, transfer, lease, sublease or in any other manner assigned to any person, firm, corporation, partnership or other entity of any kind or nature, which would make the Development tax exempt without first obtaining the written approval of the Village and the execution of a payment in lieu of taxes (PILOT) agreement with the Village ensuring the payment of the Tax Increment. Page 17 of 106 6 53432369v8 ARTICLE III LAND USE APPROVALS; PERMITTING; CONSTRUCTION Section 3.1. Land Use Approvals. (a) Applications. Developer will submit, or cause to be submitted, application materials required under the Village code for zoning and any other municipal land use and development approvals required in order to undertake the Project, including preparation and submission of detailed plans and specifications for the Hotel for review and approval by the Village in accordance with applicable Village ordinances related to planned development overlay zoning (collectively, the "Land Use Approvals"). (b) Village Cooperation. The Village will reasonably cooperate with Developer in processing the applications for Land Use Approvals in connection with the Hotel. This section does not obligate the Village to make any application on behalf of Developer, bear responsibility for gaining approvals or removing zoning conditions for the Hotel or alleviate Developer's obligations under Section 3.1(a). However, the approval of any application shall not be unreasonably withheld, conditioned or delayed. Section 3.2. Building and Construction Permits; Fees. (a) Developer shall comply with all applicable Village building codes and construction requirements and shall be responsible for obtaining all building permits with respect to construction of the Hotel and Developer shall pay the normal and customary Village charges and shall be responsible for obtaining all building permits prior to such construction. (b) No portion of the Hotel shall be construed as "public construction" and, as such, Developer shall not be required to comply with Wisconsin law governing public construction, including but not limited to Wis. Stat. §§ 61.54, 66.0901 and 779.14. (c) Bidding, Scope of Work. The Developer shall be responsible for the design of all private utilities and will, at its expense, design all PWI except the water transfer station . Approvals hereunder shall be subject to the following: (1) The water transfer station will be designed by the Village Engineer within thirty (30) days after approval of the final development plan of the Planned Development Overlay Zoning (FDP). (2) Developer’s design of the PWI shall be subject to review and approval of the Village Engineer who shall, after submission by the Developer, exercise due diligence in reviewing same and providing either his request for modifications or his approval of same. (3) Following the approvals in (1) and (2), t he Village Engineer shall put out for bids the PWI scope of work. Review of bid responses shall be conducted by the Page 18 of 106 7 53432369v8 Village Engineer and Developer. Selection of the contractor shall be made by the Developer , and Developer shall hold the contract . The Village and Developer agree that the Public Infrastructure is subject to the exemption from public bidding under Wis. Stat. §62.15(1e) , and the bidding referenced hereunder is made solely for the purpose of ensuring the PWI contractor is acceptable to the Village. Provided that the PWI price will be based on the lowest responsive, responsible bid as recommended by the Village Engineer. The Developer may choose another bidder, but the price of the PWI reimbursement is based on the bid recommendation of the Village Engineer. The difference between the total price of the bid recommended by the Village Engineer and the price of the bid selected by the Developer, if higher, is at the cost of the Developer. Developer agrees to indemnify and hold harmless the Village in the event a claim is made against the Village due to Developer choosing a bid higher than that recommended by the Village Engineer. (4) The Developer shall be provided with Access and Maintenance Easements for the purpose of maintaining, repairing and replacing the private utilities, in the form of the attached Exhibit F. Section 3.3. Liquor License. As a material inducement to enter into this Agreement, the Village agrees to allow Aurora University d/b/a George Williams College to conditionally surrender its Class “B” Beer and Class “B” Liquor license for the sale of alcoholic beverages at the Property contingent upon the Village’s approval of a replacement Class “B” Beer and Class “B” Liquor license in the name of Developer, or its nominee, for the sale of alcoholic beverages at the Property. The Developer, or its nomin ee, shall comply with all applicable legal requirements in connection with the application, review and approval of its prospective Class “B” Beer and Class “B” Liquor license for the Property and the Village shall review such prospective license in the sam e manner as any other Class “B” Beer and Class “B” Liquor license. Nothing in this Agreement shall be construed to limit the authority of any governmental board, commission, agency or officer in the determination of whether to grant or deny any such prospective license, nor to guaranty that any prospective license will be granted. The parties acknowledge that the approval of any prospective license shall be granted or denied in accordance with all applicable legal requirements. ARTICLE IV INSURANCE The parties shall purchase and maintain such insurance coverages as described in the form Exhibits attached hereto. ARTICLE V CONTRIBUTIONS TO COMMUNITY Section 5.1. Charitable Contribution. In support of community projects undertaken to meet the needs of residents and visitors to the Village, and in support of various non -profit Page 19 of 106 8 53432369v8 organizations including service clubs that benefit the Village, Developer, directly or indirectly, shall make a contribution valued at $250,000 (the "Contribution") from net proceeds of the Project, beginning in the year the Hotel opens for business, as further described herein, and made annually thereafter. The Contribution shall be made to support and assist with only those nonprofit endeavors that benefit the Village, including, but not limited to, providing monetary or in-kind donations to bona fide Vil lage-based nonprofit organizations, supporting service clubs, or assisting the Village with projects that benefit the community . In any case, the Contribution shall be pro-rated based on the number of days in any calendar year that the Hotel is open for business. Within forty-five (45) days after the end of each calendar year, Developer shall provide Village with a report identifying the exact amount of Contribution allocated in the previous calendar year, along with the value of such Contribution received by each recipient. Section 5.2. Provision of Public Restroom. In recognition of the intended use of the Preserve by the public, in addition to its use by Hotel guests, Developer will repair and remodel, or, if required due to the existing condition of the Clubhouse, replace the former golf course clubhouse (the “Clubhouse”) to provide restrooms available for use by the public. Subject to the provisions of the Planned Development Overlay, all other ancillary uses of the Clubhouse shall be at the sole discretion of the Develo per. Developer will be responsible for ongoing maintenance and repair of the Clubhouse and will be permitted to establish restrictions on the public restroom’s use during non-daylight hours or weather conditions which would otherwise interfere with its safe use as a public restroom facility. The Clubhouse shall be connected to all required public utilities at the expense of the Developer. ARTICLE VI REPRESENTATIONS AND WARRANTIES Section 6.1. Representations and Warranties by the Village. The Village represents and warrants that: (a) The Village is a municipal corporation duly organized and existing under the laws of the State of Wisconsin. The Village has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement. (b) There is not pending, nor to the best of the Village's knowledge after due inquiry is there threatened, any suit, action or proceeding against the Village before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the Village to perform its obligations hereunder, or the validity or enforceability of this Agreement. Section 6.2. Representations and Warranties by the Developer. Developer represents and warrants that, as of the Effective Date, Developer: (a) is a limited liability company organized and validly existing under the laws of the State Delaware. Page 20 of 106 9 53432369v8 (b) has duly authorized the execution of this Agreement and the performance of its obligations hereunder, and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, is prevented, limited by or conflicts with or results in a breach of, any indebtedness, agreement or instrument of whatever nature to which Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (c) There are no pending or threatened legal proceedings of which Developer has knowledge which seek to restrain or enjoin the transactions contemplated by this Agreement or which question the authority of Developer to execute and deliver this Agreement or the validity of this Agreement. ARTICLE VII EVENTS OF DEFAULT Section 7.1. Notice and Opportunity to Cure. Whenever any party to this Agreement alleges a default by the other, the party alleging the default shall provide written notice to the other specifying the nature of the default and the actions necessary to cure the default. Subject to reasonable unavoidable delays, if the alleged default is not cured within thirty (30) days after the defaulting party's receipt of such notice, the non-defaulting party may take any one or more of the actions set forth below: (a) The non-defaulting party may suspend its performance under this Agreement until it receives assurances from the defaulting party that the defaulting party will cure its default and continue its performance under this Agreement. (b) The non-defaulting party may cancel and terminate this Agreement. (c) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the non-defaulting party, including any actions to collect any payments due under this Agreement or to pursue any claims for monetary damages at law or to enforce performance and observance of any obligation, agreement, or covenant by the defaulting party under this Agreement. The non-defaulting party may elect to take no such action, notwithstanding an event of default not having been cured within said thirty (30) day period. No notice of such election by the non- defaulting party shall be required. Section 7.2. No Remedy Exclusive. No remedy hereunder is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right accruing upon any default shall impair any such right or shall be construed to be a waiver thereof, but any such right may be exercised from time to time and as often as may be deemed expedient. Page 21 of 106 10 53432369v8 Section 7.3. No Implied Waiver. In the event any provision contained herein should be breached by any party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed a waiver of any rights or remedies which the non-breaching party shall have and shall not be deemed a waiver of any subsequent default of any such terms, conditions and covenants to be performed hereunder. Section 7.4. Duty to Provide Information. Each party shall have the obligation to communicate information upon the reasonable request of the other party where the information can reasonably be deemed necessary to ensure performance under this Agreement. Failure to comply with this section may be deemed a default under this Article VII. This section shall not apply to communications that are subject to attorney -client privilege or any other recognized privilege under the law , this section shall not apply to any legal actions by either party arisin g under separate statutes or contracts (including the Exhibits). ARTICLE VIII ADDITIONAL PROVISIONS Section 8.1. Amendments; Incorporation of Exhibits. As the parties continue work on the pre -development activities contemplated herein and prepare the various agreements referenced above in connection with the design, development, and financing of the Project, the parties will amend this Agreement to incorporate additional details, terms and conditions and the various agreements referenced above may be appended as exhibits to this Agreement. The parties may amend this Agreement, including but not limited to extending any deadlines, only by a written document agreed to by the parties. Section 8.2. Consents and Approvals; Good Faith. Except for matters for which there is a standard of discretion specifically set forth herein, wherever this Agreement provides for a determination, decision, selection, consent, approval, acceptance, adoption, satisfaction, or other action, the parties hereto shall exercise good faith in undertaking such actions and shall not unreasonably withhold, condition or delay any determination, decision, selection, consent, approval, acceptance, ado ption, satisfaction or other action that may be necessary to fully implement the terms of this Agreement. In making any denial, the Village’s decision shall be supported by evidence and shall not be arbitrary and capricious, or done solely for the purpose of delaying or preventing the Developer from carrying out the Project. Section 8.3. Conflict of Interests. No official or employee of the Village directly working on this Agreement shall have any personal interest, direct or indirect, in this Agreement, nor shall any such official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No official, or employee of any party to this Agreement shall be personally liable to any other party, or any of their respective successors in interest, in the event of any default or breach by a party to this Agreement for any amount which may become due to any other party on any obligations under the terms of this Agreement, except in the case of willful misconduct. Page 22 of 106 11 53432369v8 Section 8.4. Broker's Commission . The parties acknowledge that no broker's commission or finder's fee is payable with regard to this transaction. Each party agrees to indemnify and hold the other harmless from and against all liability, claims, demands, damages, or costs of any kind arising from or connected with any broker's commission or finder's fee or other charge claimed to be due any person arising from the indemnifying party's conduct with respect to this transaction. Section 8.5. Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 8.6. Notices and Demands . Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, transmitted by facsimile, delivered by a recognized overnight carrier, or delivered personally to the following addresses: If to Developer: Darrell Slomiany Topography Hospitality 111 S. Wacker Dr., Suite 4960 Chicago, IL 60606 With a copy to: Kevin Ramakrishna Reinhart, Boerner, Van Deuren, s.c. 22 E. Mifflin St., Suite 700 Madison, WI 53703 If to Village: Dave Lothspeich, Village Administrator Village of Williams Bay 250 Williams Street Williams Bay, WI 53191 With a copy to: Attorney Mark A. Schroeder Consigny Law Firm, S.C. 303 East Court Street Janesville, WI 53545 Section 8.7. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. Section 8.8. No Third-Party Beneficiaries. It is the intention of the parties to this Agreement that no person who is not a party signatory to this Agreement shall, under a third party beneficiary theory or otherwise, have any rights or interests hereunder as against the Village, and no such other party shall have standing to complain of the Village's exercise of, or alleged failure to exercise, its rights and obligations, or of its performance or alleged lack thereof, under this Agreement. Page 23 of 106 12 53432369v8 Section 8.9. Adequate Consideration . The parties acknowledge and agree that this Agreement is intended to be binding and enforceable and each party waives any right to challenge the enforceability of this Agreement based on discretion afforded either party in evaluating the fulfillment of certain conditions precedent to the Closing. Each party covenants and agrees to act diligently and expeditiously, and to exercise good faith, in seeking to satisfy such contingencies. Village acknowledges that this Agreement requires Developer to commit time and resources in pursuing the Project and that such expenditures constitute good and sufficient consideration to Village for entry into this Agreement. Furthermore, the parties agree that, upon satisfaction or waiver of the last of the contingencies set forth herein, this Agreement shall be deemed affirmed without inclusion of such contingencies. Section 8.10. Wisconsin Law. This Agreement shall be deemed to have been made in the State of Wisconsin and its validity, construction, performance, breach and operation shall be governed by the laws of the State of Wisconsin. Section 8.11. Severability. If any term or provision of this Agreement or the application thereto to any person or circumstance, shall, to any extent, be held invalid, unlawful or otherwise unenforceable, the remainder of this Agreement, or the application of such term or provisions to the persons or circumstances other than those as to which it is invalid, unlawful or otherwise unenforceable shall not be affected thereby and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 8.12. Assignment. Developer shall have the right to assign this Agreement, or contracts arising hereunder to an affiliate of the Developer or the Property Owner without consent of the Village. ARTICLE IX TERMINATION OF AGREEMENT Section 9.1. Termination. Except as provided in below, in the event the conditions set forth in Section 2.1 and 2.2 are not satisfied by July 1, 2026, Developer or Village shall have the option to terminate this Agreement upon thirty (30) days written notice to the other party. Notwithstanding the foregoing, neither party shall have the right to terminate under this provision if the failure to satisfy Section 2.1 and 2.2 by July 1, 2026 is the result of a violation of Section 8.2 or otherwise the result of the terminating party unr easonably withholding, conditioning, or delaying any approval. Section 9.2. Expiration. If not terminated pursuant to Article VII following an uncured default or Section 9.1 above, this Agreement shall expire automatically upon the satisfaction of the MRO. No such termination shall terminate any indemnification or other rights or remedies arising hereunder due to any default which occurred and was continuing prior to such termination. Section 9.3. Effect of Termination. Upon termination of this Agreement pursuant to this Article IX, this Agreement shall be null and void and, except for obligations that expressly survive termination, and no parties shall have any further obligations or liabilities hereunder. Upon such termination the Developer and the Village shall deliver to each other such Page 24 of 106 13 53432369v8 documents as may be necessary to evidence the termination of this Agreement. Section 9.4. Authority. Each of the undersigned individuals signing this Agreement represent and warrant that they have the power and authority to sign this Agreement on behalf of the entity they represent. (Signatures begin on next page.) Page 25 of 106 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. 53432369v6 TOPOGRAPHY PROPERTY HOLDINGS, LLC By: ------- -------- William Krehbiel VILLAGE OF WILLIAMS BAY By: -=----�:........::.d:-'--'�'-------=v�,�='------'------=---­ William Duncan;'President By: -��..LL....JfR-.c::, =----'(_--'---"=_,,._Q'-""=W,,,._.[Y--=:....__ __ _ Tina Kolls, Clerk 14 Docusign Envelope ID: 594C6379-B23B-4EAA-A753-81A1A0FEA5F0 Page 26 of 106 15 53432369v8 EXHIBIT A LEGAL DESCRIPTION OF THE DEVELOPMENT PROPERTY Parcel 1: A parcel of land located in the SW 1/4 of Section 1, T1N, R16E, and the NW 1/4 of Section 12, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin, described as follows: Beginning on the Easterly line of the Williams Bay -Fontana Road at a point located 40.00 feet South of the North line of said Southwest 1/4 of Section 1; thence N 44° 52' E 21.63 feet to a point on the South line of State Trunk Highway No. “36” (now Highwa y “67”/ West Geneva Street) located 40.00 feet East of the West line of said Southwest 1/4 of Section 1; thence N 88° 45' E along the South line of said highway 169.91 feet to the Northwest corner of Lot 14 of Observatory Subdivision as recorded in Volume 5 of Plats on Page 102, at the Office of the Register of Deeds in Elkhorn, Wisconsin; thence S 1° 00' W along the West line of said Lot 14, 302.32 feet; thence N 88° 45' E along the South line of said Lots 14 and 13, 135.76 feet to the centerline of Observatory Place as shown on the recorded plat of Observatory Subdivision; thence S 1° 00' W along the centerline of said road 352.00 feet; thence N 88° 45' E 360.00 feet to the Southeast corner of Lot 28 of Observatory Subdivision; thence S 1° 03' W along the East line of said subdivision 591.00 feet; thence S 88° 45' W 15.00 feet; thence S 1° 03' W along the centerline of Tennis Avenue, (now vacated) as shown on the plat of Grand Terrace Subdivision as recorded in Volume 5, Page 15 and 16 of Plats at the Office of the Register of Deeds in Elkhorn, Wisconsin, 615.00 feet to the North line of Grand View Avenue; thence S 88° 45' W along the North line of said Grand View Avenue 664.18 feet to the East line of the Williams Bay-Fontana Road; thence N 1° 00' E along said East line 1845.18 feet to the place of beginning. ALSO beginning at the intersection of the East line of said Williams Bay -Fontana Road and the South line of Grand View Avenue; thence N 88° 45' E along the South line of said Grand View Avenue 440.45 feet to the Northwest corner of Lot 65 of Grand Terrace Subdivision; thence S 1° 00' W along the West line of said Lot 65, 141.14 feet; thence N 88° 45' E 14.00 feet to a point on the North line of Lot 56 of Grand Terrace Subdivision located 25.00 feet East of the Northwest corner of said Lot 56; thence S 1° 00' W 162.38 feet to a concrete monument located on the South line of said Lot 56; thence Southeasterly along the Southerly line of Lots 56, 55, 54, and 53 of Grand Terrace Subdivision to a concrete monument located on the most Southerly corner of said Lot 53 and located S 65° 55' E 324.07 feet from the last mentioned concrete monument; thence N 46° 56' E along the Southeasterly line of said Lot 53 and the Northeasterly extension of said line 195.49 feet to the centerline of Tennis Avenue (now vacated) and a concrete monument; thence South-Southeasterly along the centerline of said Tennis Avenue (now vacated) to a concrete monument on the Northerly line of Constance Boulevard located S 49° 02' E 223.13 feet from the last mentioned concrete monument; thence S 76° 05' E 113.63 feet to a point on the Southerly line of said Constance Boulevard; thence N 77° 40' E 256.30 feet; thence S 1° 02' W 707.59 feet more or less to the shore of Geneva Lake; thence Southwesterly along the shore of Geneva Lake 856 feet more or less to the most Easterly corner of Lot 8, Grand Terrace Subdivision; thence N 27° 59' W along the Easterly line of said Lot 8, 401.16 feet to the Southerly line of Outing Street; Page 27 of 106 16 53432369v8 thence N 13° 48' W 20.00 feet to a concrete monument on the Northerly line of said Outing Street; thence Westerly and Southwesterly along the Northerly line of said Outing Street 288.12 feet more or less to the most Easterly corner of the Southwesterly 30. 00 feet of Lot 26, Grand Terrace Subdivision; thence N 23° 32' W along the Northeasterly line of said Southwesterly 30.00 feet and the Northwesterly extension thereof 345.78 feet to the Northerly line of Constance Boulevard; thence S 63° 41' W along the Northerly line of said Constance Boulevard 131.57 feet to the West line of said Section 12; thence N 1° 25' E along the said West line 225.51 feet; thence S 89° 48' E 25.00 feet; thence N 1° 25' E along the East line of Williams Bay-Fontana Road 66.00 feet; thence N 1° 00' E along the East line of said road 736.93 feet to the place of beginning. ALSO a parcel of land located in Lot 14; Observatory Subdivision, located in the Village of Williams Bay, Walworth County, Wisconsin, described as follows: Beginning at the southwest corner of said Lot 14; thence East along the south line of said lot 45.29 feet; thence N 40° 59' 30" W 66.18 feet to a point on the west line of said Lot 14; thence S 2° 09' 30" W along the west line of said Lot 14, 50.00 feet to the place of beginning. EXCEPTING THEREFROM a parcel of land located in the Southwest 1/4 of Section 1, TIN, R16E, Village of Williams Bay, Walworth County, Wisconsin, described as follows: Commencing at the southwest corner of Lot 14, Observatory Subdivision located in said Southwest 1/4; thence East along the south line of said Lot 14, 45.29 feet to the place of beginning; thence S 68° 02' 00" E 80.12 feet; thence N 2° 15' 06" E along the west end of Observatory Place, (a street located in said subdivision), 30.00 feet to the south line of said Lot 14; thence West along the south line of said Lot 14, 75.47 feet to the place of beginning. ALSO EXCEPTING THEREFROM a parcel of land being part of Lot 9 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as: Beginning on the Eastern boundary of the W 1/2 of Lot 9 in Grand Terrace Subdivision of Town of Walworth, Walworth County, Wisconsin, at the SE corner of land deeded by Catharine V. Albert, to G. Q. Dunlop, thence running a NW direction along the South boundary line of said land owned by G. Q. Dunlop to NE corner of land formerly sold by Catharine V. Albert and Mrs. Demon, about 25 feet thence Southernly in a direction parallel to Western boundary of said Lot 9 and along the Eastern boundary of land owned by Mrs. Demon 40 f eet, thence in SE direction to E boundary of said W 1/2 of Lot 9 thence Northerly along said East boundary 40 feet, to place of beginning. FURTHER EXCEPTING THEREFROM a parcel of land being part of Lot 23 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as follows: Beginning at the northeast corner of lot number twenty three (23) in Grand Terrace Subdivision of a portion of sections one (1) and twelve (12), Town one (1) north, range sixteen (16) east according to a plat of said subdivision recorded March 28, 1892 in Volume five (5) of Plats on page 15; thence running southeasterly along the east line of said lot twenty five (25) feet; thence southwesterly seventeen (17) feet on a line parallel with the northwest line of said lot; thence Page 28 of 106 17 53432369v8 northwesterly twenty five (25) feet on a line parallel with the east line of said lot; thence northeasterly along the northwest line of said lot to the place of beginning. Tax Key No: WWUP 00011 Parcel 2: A parcel of land being part of Lot 9 in Grand Terrace Subdivision at Lake Geneva Wis., Village of Williams Bay, Walworth County, Wisconsin. Beginning on the Eastern boundary of the W 1/2 of Lot 9 in Grand Terrace Subdivision of Town of Walworth, Walworth County, Wisconsin, at the SE corner of land deeded by Catharine V. Albert, to G. Q. Dunlop, thence running a NW direction along the South boundary line of said land owned by G. Q. Dunlop to NE corner of land formerly sold by Catharine V. Albert and Mrs. Demon, about 25 feet thence Southernly in a direction parallel to Western boundary of said Lot 9 and along the Eastern boundary of land owned b y Mrs. Demon 40 feet, thence in SE direction to E boundary of said W 1/2 of Lot 9 thence Northerly along said East boundary 40 feet, to place of beginning. Tax Key No: WGT 00010 Parcel 3: A parcel of land being part of Lot 23 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as follows: Beginning at the northeast corner of lot number twenty three (23) in Grand Terrace Subdivision of a portion of sections one (1) and twelve (12), Town one (1) North, Range Sixteen (16) East according to a plat of said subdivision recorded March 28, 1892 in Volume five (5) of Plats on page 15; thence running southeasterly along the east line of said lot twenty five (25) feet; thence southwesterly seventeen (17) feet on a line parallel with the northwest line of said lot; thence northwesterly twenty five (25) feet on a line parallel with the east line of said lot; thence northeasterly along the northwest line of said lot to the place of beginning. Tax Key No: WGT 00009 Parcel 4: Lot 2 of Certified Survey No. 1198 recorded in Volume 5 of Certified Surveys on Page 278 as Document No. 73877 and located in the SW 1/4 of Section 1, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin. Tax Key No. WA 119800002 Page 29 of 106 18 53432369v8 Parcel 5: Lot 1 of Certified Survey Map No. 2224, according to the recorded plat thereof recorded in Volume 10 of Certified Surveys on page 348 as Document No. 244340, located in the NW 1/4 of the SW 1/4 of Section 1, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in the Plat of Certified Survey Map No. 3510, recorded December 17, 2002, in Volume 20 of Certified Surveys on Page 248, as Document No. 536289. Tax Key No. WA222400001 Parcel 6: Outlet 1 of Certified Survey Map No. 4998, recorded December 20, 2021, as Document No. 1053121, and being part of Block A and part of Block C of Assessor's Subdivision, being a part of the SE. 1/4 of the SW. 1/4 of Section 1 and the NE. 1/4 of the NW. 1/4 of Section 12, T.01N., R.16E., Village of Williams Bay, Walworth County, Wisconsin. Tax Parcel No. WA499800002 Parcel 7: The East three fourths (3/4) of the North East quarter of the South East quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. TOGETHER WITH 10 acres off from the West Side of the North East quarter of the South East quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in a Conveyance for Highway Purposes recorded October 26, 1939, in Volume 260 of Deeds on Page 163, as Document No. 337800, and being more particularly described as: A parcel of land in the northeast one -quarter of the southeast one-quarter of Section 2, Township 1 north, Range 16 East, Town of Walworth, Walworth County, described as follows, to wit: The south 17 feet of the north 50 feet extending from the northeast corner of the northeast one - quarter of the southeast one-quarter of Section 2, west along one-quarter section line 683.6 feet to a point; ALSO the south 17 feet of the north 50 feet beginn ing at a point 150 feet west of the last described point; thence extending west along the one-quarter section line 500 feet to the west line of the northeast one-quarter of the southeast one-quarter of said Section 2. SAID PARCEL BEING SOMETIMES DESCRIBED AS: Page 30 of 106 19 53432369v8 The North East quarter of the Southeast quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in a Conveyance for Highway Purposes recorded October 26, 1939, in Volume 260 of Deeds on Page 163, as Document No. 337800, and being more particularly described as: A parcel of land in the northeast one -quarter of the southeast one-quarter of Section 2, Township 1 north, Range 16 East, Town of Walworth, Walworth County, described as follows, to wit: The south 17 feet of the north 50 feet extending from the northeast corner of the northeast one - quarter of the southeast one-quarter of Section 2, west along one-quarter section line 683.6 feet to a point; ALSO the south 17 feet of the north 50 feet beginn ing at a point 150 feet west of the last described point; thence extending west along the one-quarter section line 500 feet to the west line of the northeast one-quarter of the southeast one-quarter of said Section 2. Tax Key No. E W 200019 Parcel 8: The Southeast quarter of the Southeast quarter of Section 2 in Township 1 North, Range 16 East, Town of Walworth, Walworth County, Wisconsin. Tax Key No. E W 200020 Page 31 of 106 20 53432369v8 EXHIBIT B Development Property Depiction Appears on following page Page 32 of 106 694.92' 374.63' 32 312975'25'66'17'33'50' 100' 100' S88°40'29"W 1336.03' N00°29'09"W 2600.27' N88°37'02"E 500.24'N88°37'02"E 682.87' S00°33'02"E 2601.57' N00°33'02"W 1845.18' N00°33'02"W 2601.54' N87°14'37"E170.37'S00°30'25"E151.00'S00°30'25"E151.27'N87°10'47"E7.21' S00°29'43"E 590.75' S87°12'17"W15.00' S00°29'43"E 615.00' S87°13'55"W 664.44'N87°13'55"E 440.45'S00°31'05"E141.14'N87°13'55"E14.00'S00°31'05"E162.38' N00°33'02"W 736.96'N63°04'56"E 105.01'S13°51'07"E 39.12'N76°09'09"E 185.11' S00°27'11"E 714.01' N15°21'28"W20.06'S77°04'43"W 107.77'S53°41'55"W 179.97'N25°03'05"W 345.92' N88°37'02"E 150.00'N42°53'27"E21.81' N29°30'05"W 415.01' N87°20'12"E227.84'S00°31'13"E161.09'N87°10'52"E132.11'S00°29'43"E191.02' N88°39'51"E25.01'N00°08'06"W66.01' N00°08'06"W 225.52'S62°01'22"W131.41' TENNIS AVENUE (VACATED)CHORD DISTANCE SHOWN PERFOUND MONUMENTS PER CALLIN LEGAL DESCRIPTION.PROPERTY SHOULD EXTEND TOCENTERLINE OF VACATED ROAD,BUT PLAT IS VAGUE AND NOTRETRACABLE. N01°22'58"W 17.00'S01°22'58"E 17.00'N87°14'37"E 128.56' N45°31'52"E 195.20'S50°35'27"E 223.03'S77°34'35"E 78.87' A: 332.82'R: 400.00'CB: N67°30'15"WCL: 323.30'D: 47°40'21" S60°16'21"W 860.34' N88°38'46"E 1334.54' 1325.14' 1275.13' Vacated Lot 18Observatory Subdivision Per Document No.: 279630 Iron Rod Found0.4' North and0.4' EastIron Pipe Found0.3' East Iron Pipe Found0.4' EastConc. Mon. Found0.5' South and 0.2'East (N88°45'E 169.91')(N44°52'E 21.63')(S01°00'W) (S01°03'W 591.00') (S88°45'W 15.00') (S01°03'W) (S88°45'W 664.18') (N01°00'E) (N88°45'E)(S01°00'W)(N88°45'E) (S01°00'W) (N46°56'E 195.49')(CHORD = S49°02'E 223.13')CHORD=(N63°04'48"E)(S13°50'59"E)(N77°40'E) (S01°02'W 707.59'±) (N27°59'W 401.16') (N13°48'W 20.00')(WESTERLY)(SOUTHWESTERLY) (N23°32'W 345.78')(S63°41'W 131.57')(N01°25'E 225.51') (S89°48'E 25.00')(N01°25'E) (N01°00'E 736.93') (EAST 128.56') (S02°09'30"W 151.27')(WEST 7.80') (N87°18'28"E) (S00°31'03"E 161.13')(N88°45'E) ALTA/NSPS LAND TITLE SURVEY SHEET 10 OF 10 Survey No. 23.5004 SCALE: 1" = 100'0'100' PARCEL8 Iron Pipe Found1.0' North and0.2' East (CHORD = S65°55'E 324.07') LEGEND PARCEL7 PARCEL5 PARCEL4PARCEL1 PARCEL1PARCEL1 PARCEL1 PARCEL1 PARCEL6 PARCEL2 PARCEL3 W. GENEVA STREET OBSERVANCY PLACE N. LAKESHORE DRIVE RAVINA ROAD GRAND AVENUE JOHNSTON PLACE N. LAKESHORE DRIVE N. LAKESHORE DRIVECONSTANCE BLVD CONSTANCE BLVD OUTING STREET OUTING STREETCENTRALESPLANDE CIRCLE DRIVEN. LAKESHORE DRIVE West 14 Corner ofSection 1-1-16(Conc. Mon Found) SouthwestCorner ofSection 1-1-16(Conc. MonFound) Center of Section2-1-16(Conc. Mon Found) South 14 Cornerof Section2-1-16(Conc. MonFound) Page 33 of 106 Page 34 of 106 21 53432369v8 EXHIBIT C Conservation Easement Appears on following pages Page 35 of 106 Page 36 of 106 Page 37 of 106 Page 38 of 106 Page 39 of 106 Page 40 of 106 Page 41 of 106 Page 42 of 106 Page 43 of 106 Page 44 of 106 Page 45 of 106 Page 46 of 106 Page 47 of 106 Page 48 of 106 Page 49 of 106 Page 50 of 106 Page 51 of 106 Page 52 of 106 Page 53 of 106 Page 54 of 106 Page 55 of 106 Page 56 of 106 Page 57 of 106 Page 58 of 106 Page 59 of 106 Page 60 of 106 Page 61 of 106 Page 62 of 106 Page 63 of 106 Page 64 of 106 Page 65 of 106 Page 66 of 106 Page 67 of 106 Page 68 of 106 Page 69 of 106 53851059 Exhibit D PWI Contract Appears on following pages Page 70 of 106 Page 1 of 14 CONTRACT FOR CONSTRUCTION OF PUBLIC WORKS IMPROVEMENTS This Contract for Construction of Public Works Improvements (this "Contract") is entered into this ________ day of __________________, 2025, between the Village of Williams Bay, a municipal corporation (the "Village") and Topography Property Holdings, LLC, a Delaware limited liability company (the "Developer"). RECITALS WHEREAS, Developer has entered into a Purchase and Sale Agreement with Aurora University for the acquisition of certain real property located in the Village at 350 Constance Blvd., and more fully described in Exhibit A as the "Development Property"; and WHEREAS, Developer intends to construct a hotel on the Development Property for the benefit of the property owner; and WHEREAS, the Village anticipates the need for improvements to the existing public infrastructure to serve the hotel and surrounding areas; and WHEREAS, the Village and Developer have entered into a development agreement dated ______________________, 2025, to memorialize a number of the duties and obligations of the parties in connection with the development of the Development Property (the "Development Agreement"); and WHEREAS, Section 1.2 (b) and Section 3.2 (c) (1) of the Development Agreement require that the parties enter into this Contract; and WHEREAS, the parties hereby desire to enter into this Contract to set forth the following terms and conditions. NOW, THEREFORE, in consideration of the mutual obligations of the parties to this Contract, each of them does hereby covenant and agree with the other as follows: Section I. Public Works Improvements (PWI) A. Public Streets. 1. Reconstruct the portions of those streets on the Development Property as identified in accordance with the plans and specifications on file with the office of the Village Clerk. Such streets shall be reconstructed in accordance with all applicable Village ordinances and as approved by the Village Engineer. 2. Developer shall furnish "as-built" plans of the streets pursuant to the specifications on file with the Village Clerk upon completion and acceptance thereof by resolution of the Village Board after approval of the Village Engineer. Page 71 of 106 Page 2 of 14 B. Sanitary Sewer. The Developer hereby agrees: 1. To construct, furnish, install and provide those portions of the sewerage system as identified in the plans and specifications on file with the Village Clerk’s Office. Such system shall be constructed in accordance with said plans and specifications and all applicable Village ordinances and as approved by the Village Engineer. 2. To clean all constructed sanitary sewers prior to acceptance of the PWI. 3. To furnish as-built plans of the sewer system constructed, including locations of laterals at the main and lot lines, pursuant to specifications of the Village. 4. Televise the constructed sanitary sewer system, repair any defects as determined by the Village Engineer and supply a video recording to the Village prior to acceptance of the PWI by resolution of the Village Board after approval of the Village Engineer. 5. To comply with the terms of the Private Sanitary Hook Up Agreement entered into between Elizabeth A. Hamlin, Trustee of the Elizabeth A. Hamlin Revocable Trust dated August 15, 2007 and Aurora University, recorded November 14, 2011 as Document No. 826005, Walworth County Register of Deeds. C. Water. The Developer hereby agrees: 1. To construct, install, furnish and provide those portions of the system of water distribution as identified in the plans and specifications on file with the Village Clerk's Office. Such system shall be constructed in accordance with said plans and specifications and all applicable Village ordinances, and as approved by the Village Engineer. 2. To furnish as-built plans of the water system constructed including hydrant valve locations and locations of laterals at the main and to lot lines, pursuant to specifications approved by the Village Engineer. 3. To pressure test, leakage test and obtain a clean water sample of the constructed water system, and repair any defects as determined by the Village Engineer, prior to acceptance of the PWI by resolution of the Village Board after approval of the Village Engineer. D. Surface Water Drainage. The Developer hereby agrees: 1. To construct, install, furnish and provide adequate facilities for storm and surface water drainage as identified in the plans and specifications on file with the Village Clerk's Office. Such facilities shall be constructed in accordance with the plans on file in the Village Clerk's Office and all applicable Village ordinances and as approved by the Village Engineer. 2. The site grading and construction of surface and stormwater drainage facilities shall be completed before acceptance by resolution of the Village Board after approval of the Village Engineer. Page 72 of 106 Page 3 of 14 3. To maintain streets free from mud and dirt from construction of PWI to the Development Property. 4. To allow storm and surface water drainage from public facilities to enter private property downstream of Ravina Rd. and Constance Blvd.; this overland flow route is based on the 100 year storm event , is to be preserved and maintained by the Developer and is to be identified on the Final Development Plan. E. Grading, Erosion and Silt Control. The Developer hereby agrees: 1. Prior to commencing site grading, to submit for approval and execution by the Village an erosion and silt control plan with proposed phasing . The plan shall provide sufficient control of the site, to prevent siltation downstream from the site. The Developer shall provide to the Village written certification from the Developer's engineer that the plan, in its execution, shall meet all federal, state, county and local regulations, guidelines, specifications, laws and ordinances, and as approved by the Village Engineer. 2. To cause all grading, excavation, open cuts and site slopes and other land surface disturbances to be mulched, seeded, sodded or otherwise protected so that erosion, siltation, segmentation and washing are prevented in accordance with the plans and specifications on file with the Village Clerk. 3. The Developer shall place effective erosion control procedures along downslope areas and along site slope areas as required to prevent or reduce erosion during construction will result in a loss of soil to waters of the state, public sewer inlets for off-site. During the period of construction at a site, all erosion control procedures necessary to meet the performance standards of Wisconsin Administrative Code SPS Section 321.125 shall be properly implemented and installed and maintained by the Developer. If erosion occurs after building construction activities have ceased, some or all of the erosion control procedure shall be maintained until the site has been stabilized. 4. All disturbed areas shall be restored to the satisfaction of the Village. 5. The requirements of this subsection shall apply to the construction of sewer main, water main, public streets and storm water management facilities. Further, th ese requirements shall remain in effect until the completion of the above-named PWI. F. Plans and Specifications. All reference to the plans and specifications on file with the Village Clerk or PWI specified in the section shall mean those plans and specifications submitted by the Developer, approved by the Village Engineer. All as-built drawings shall be submitted by the Developer both in paper and digital form. G. Statement of Costs. Developer agrees to furnish the Village with a statement of the total costs of PWI in the Development Property in the categories listed below. The Village must collect this information for its accounting records and information it must report to State agencies such as the Public Service Commission. Page 73 of 106 Page 4 of 14 1. Streets. 2. Sanitary sewers. 3. Water distribution system. 4. Surface water drainage system. Section II. Dedication. A. Subject to all of the other provisions of this Agreement and the exhibits hereto attached, the Developer shall, without charge to the Village, upon completion of all of the above-described PWI, unconditionally give, grant, convey and fully dedicate the same to the Village, its successors and assigns, forever, free and clear of all encumbrances whatsoever, together with all structures, mains, conduits, pipes, lines, equipment and appurtenances which may in any way be a part of or pertaining to such PWI and together with any and all necessary easements for access thereto. After such dedication, the Village shall have the right to connect or integrate other sewer or water facilities with those facilities provided hereunder as the Village decides, with no payment or award to, or consent required of the Developer. The Developer agrees to file with the Village a Performance and Payment Bonds (Bond) or irrevocable letter of credit (LOC) from an institution approved by the Village issued in favor of the Village, prior to the commencement of construction, in an amount equal to 120% of the estimated costs of all PWI in a form approved by the Village Engineer and Village Attorney. No construction shall commence until such Bond is on file with the Village. Dedication shall not constitute acceptance of any PWI by the Village. All PWI will be accepted by the Village by separate resolution at such time as the PWI are in an acceptable form and conform to Village specifications after the issuance of an appropriate letter of acceptance by the Village Engineer. The Village agrees to accept or reject any PWI within thirty (30) days after the issuance of the Village Engineer’s letter of acceptance, unless otherwise mutually agreed. B. If at any time: 1. The Developer is in default of any aspect of this Agreement, or 2. The Developer does not complete the installation of PWI within two years after the commencement of the construction of the PWI unless extended by agreement or action of the Village Board, or 3. The Developer fails to maintain an adequate Bond with the Village sufficient to pay the cost of uncompleted PWI in the Development Property, or 4. The Bond on file with the Village is dated to expire within sixty (60) days and in the reasonable judgment of the Village Engineer, the PWI will not be accepted by the Village within such sixty (60) day period and the same has not been extended, renewed or replaced upon the Village's request, or 5. The Developer fails to make payment to subcontractors for work completed on the Development Property. Page 74 of 106 Page 5 of 14 The Developer shall be deemed to be in default and the Village shall have the authority to draw upon the Bond provided the Village shall first give Developer notice of such default and Developer shall fail to cure such default within thirty (30) days after receipt of such notice. The institution providing the Bond shall pay to the Village any draw upon demand, and upon its failure to do so, in whole or in part, the Village shall be empowered in addition to its other remedies, without notice or hearing, to impose special assessments in the amount of said completion, or satisfaction cost, upon each and every lot in the Development Property payable in the next succeeding tax roll. Section III. Miscellaneous Requirements. A. Reimbursement of Engineering, Inspection, Administrative and Miscellaneous Costs. 1. The Developer agrees to reimburse the Village for any costs incurred by the Village for engineering, inspection, administrative and legal expenses in connection with the construction of the PWI in the Development Property. a. Engineering and administrative costs shall be based on regular Village pay rates (or overtime if applicable) plus the hourly rate for overhead and fringe benefits for any time actually spent on the project. Any costs for outside consultants shall be charged at the rate of the consultant charges the Village. b. Inspection and payout estimates shall be performed and prepared by the Village. The final cost shall be based on the actual cost of the Village when all PWI are installed and accepted by the Village. c. Legal costs shall be based on the statements of the Village Attorney with no overhead added by the Village. Section IV. Roads, Sanitary Sewer, Water, and Storm Water Correction. The Developer shall correct defects due to faulty materials, or workmanship in any Public Works Improvement which appear within a period of one year from the date the Bond is released pursuant to the provisions of Section II, and shall pay for any damages resulting therefrom to Village property. The Village may refuse to accept the improvements unless and until they conform to the plans and specifications previously approved by the parties. This correction period does not affect or bar claims for negligence discovered at a later date. Negligent workmanship shall be governed by Wisconsin Law on negligence. Page 75 of 106 Page 6 of 14 Section V. Method of Improvement. The Developer hereby agrees to engage contractors for all work included in this Agreement in accordance with the Development Agreement . The Developer further agrees to use materials and make the various installations in accordance with the approved plans and specifications made a part of this Agreement by reference and including those standard specifications as the Village may have adopted at the time of construction. Section VI. Issuance of Building Permits. A. No occupancy permit shall be issued until the public sanitary sewer and water systems are completed and accepted by the Village, and two (2) sources of water supply are available to the Development Property. B. No building permits shall be issued until all plans required under this Agreement completed and approved by the Village. C. No building permit shall be issued to construct or modify a structure, the access for which is a street which is being reconstructed, until the asphalt binder is installed. The asphalt binder will only be installed after a successful proof roll of the base. Notwithstanding the foregoing, the Developer may conduct demolition and receive early start permits upon the construction of a compacted gravel surface on an adjacent street. D. Final acceptance of the PWI shall not be given until all deficiencies are corrected, and all asphalt plans have been submitted and approved by the Village. Section VII. Village Responsibility. A. The Village will perform no repairs, maintenance or snow removal on the PWI until accepted by the Village. B. Developer and its ass igns, shall assume responsibility for providing at its cost, timely garbage and recycling pick-up and snow removal services for the Property located at 465A Outing Street. If Developer or its assigns fail to provide any such service, Village shall provide the service and be reimbursed for the cost of same by Developer or its assigns. Section VIII. General Indemnity. In addition to, and not to the exclusion or prejudice of, any provisions of this Contract, or documents Page 76 of 106 Page 7 of 14 incorporated herein by reference, the Developer shall indemnify and save harmless the Village, its trustees, officers, agent, independent contractors, and employees, and shall defend the same from and against any and all liability, claims, losses, damages, interests, action, suites, judgment, costs, expenses, attorney fees and the like to whomever owned and by whomever and whenever brought or maintained which may in any manner result from or arise in the cause of, out of, or as a result of the following act s or omissions of the Developer. A. Negligent performance of this Contract. B. Negligent construction or operation of improvements covered under this Contract. C. Violation of any law or ordinance. D. The infringement of any patent trademark, trade name or copyright. E. Use of road improvements prior to their formal dedication to their dedication to the Village. F. In any case where judgment is recovered against the Village for any one or more of the foregoing acts or omissions of Developer, if notice and opportunity to defend has been delivered to the Developer of the pendency of the suit, within ten (10) days after the Village has been served with the same, the judgment shall be conclusive of the Developer and not only as to the amount of damages, but also as its liability to the Village, provided such judgment has become final and all rights of appeal have been exh austed, or if no appeal has been filed, all appeal periods have expired. G. The Developer shall name as additional insured on its general liability insurance, the Village, its trustees, officers, agents, employees an independent contractors hired by the Village, (including without limitation the Village Engineer) to perform services with respect to this Development Property and give the Village evidence of the same upon request by the Village. Section IX. Reservation of Rights. The Village reserves the right to withhold issuance of any and all building permits if Developer is in violation of this Contract. Section X. Heirs and Assigns. This Contract is binding upon the Village and the Developer, its owners, their respective heirs, successors and assigns, and any and all future owners of the Development Property. Section XI. General Conditions and Regulations. A. All provisions of the Village's ordinances are incorporated herein by reference, and all such provisions shall bind the parties hereto and be part of this Contract as fully as if set Page 77 of 106 Page 8 of 14 forth at length herein. This Contract and all work and PWI hereunder shall be performed and carried out in strict accordance with and subject to the provisions of said ordinances. B. Developer shall not assign this Contract without the written consent of the Village except as provided in the Development Agreement. Section XII. Amendments. The Village and Developer, by mutual consent, may amend the Contract at any regularly scheduled meeting of the Village Board, if properly noticed pursuant to the open meeting law. The Village shall not, however, consent to an amendment until after first having received a recommendation from the Village Plan Commission. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date and year first above written. DEVELOPER: TOPOGRAPHY PROPERTY HOLDINGS, LLC By: William Krehbiel, Member State of _____________ ) ) ss County of _______________ ) Personally came before this _________ day of ___________________, 2025, the above-named William Krehbiel to me known to be the person who executed the foregoing instrument in their respective capacities and acknowledged the same. Notary Public, ______________ County, Wisconsin My Commission expires: Page 78 of 106 Page 9 of 14 Accepted pursuant to Resolution adopted by the Village Board of the Village of Williams Bay this __________ day of ______________________, 2025. VILLAGE OF WILLIAMS BAY A Wisconsin municipal corporation By:__________________________________ Adam Jaramillo, Village President ATTEST: By: _________________________________ Tina Kolls, Clerk AUTHENTICATION Signatures of Adam Jaramillo and Tina Kolls authenticated on ________________, 2025. Mark A. Schroeder Title: Member State Bar of Wisconsin Approved as to form: Attorney Mark A. Schroeder Village Attorney, Village of Williams Bay Page 79 of 106 Page 10 of 14 EXHIBIT A Legal Descriptions Parcel 1: A parcel of land located in the SW 1/4 of Section 1, T1N, R16E, and the NW 1/4 of Section 12, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin, described as follows: Beginning on the Easterly line of the Williams Bay-Fontana Road at a point located 40.00 feet South of the North line of said Southwest 1/4 of Section 1; thence N 44° 52' E 21.63 feet to a point on the South line of State Trunk Highway No. “36” (now Highway “67”/ West Geneva Street) located 40 .00 feet East of the West line of said Southwest 1/4 of Section 1; thence N 88° 45' E along the South line of said highway 169.91 feet to the Northwest corner of Lot 14 of Observatory Subdivision as recorded in Volume 5 of Plats on Page 102, at the Office of the Register of Deeds in Elkhorn, Wisconsin; thence S 1° 00' W along the West line of said Lot 14, 302.32 feet; thence N 88° 45' E along the South line of said Lots 14 and 13, 135.76 feet to the centerline of Observatory Place as shown on the recorded p lat of Observatory Subdivision; thence S 1° 00' W along the centerline of said road 352.00 feet; thence N 88° 45' E 360.00 feet to the Southeast corner of Lot 28 of Observatory Subdivision; thence S 1° 03' W along the East line of said subdivision 591.00 feet; thence S 88° 45' W 15.00 feet; thence S 1° 03' W along the centerline of Tennis Avenue, (now vacated) as shown on the plat of Grand Terrace Subdivision as recorded in Volume 5, Page 15 and 16 of Plats at the Office of the Register of Deeds in Elkhorn, Wisconsin, 615.00 feet to the North line of Grand View Avenue; thence S 88° 45' W along the North line of said Grand View Avenue 664.18 feet to the East line of the Williams Bay -Fontana Road; thence N 1° 00' E along said East line 1845.18 feet to the place of beginning. ALSO beginning at the intersection of the East line of said Williams Bay-Fontana Road and the South line of Grand View Avenue; thence N 88° 45' E along the South line of said Grand View Avenue 440.45 feet to the Northwest corner of Lot 65 of Grand Terrace Subdivision; thence S 1° 00' W along the West line of said Lot 65, 141.14 feet; thence N 88° 45' E 14.00 feet to a point on the North line of Lot 56 of Grand Terrace Subdivision located 25.00 feet East of the Northwest corner of said Lot 56; thence S 1° 00' W 162.38 feet to a concrete monument located on the South line of said Lot 56; thence Southeasterly along the Southerly line of Lots 56, 55, 54, and 53 of Grand Terrace Subdivision to a concrete monument located on the most Southerly corner of said Lot 5 3 and located S 65° 55' E 324.07 feet from the last mentioned concrete monument; thence N 46° 56' E along the Southeasterly line of said Lot 53 and the Northeasterly extension of said line 195.49 feet to the centerline of Tennis Avenue (now vacated) and a concrete monument; thence South-Southeasterly along the centerline of said Tennis Avenue (now vacated) to a concrete monument on the Northerly line of Constance Boulevard located S 49° 02' E 223.13 feet from the last mentioned concrete monument; thence S 7 6° 05' E 113.63 feet to a point on the Southerly line of said Constance Boulevard; thence N 77° 40' E 256.30 feet; thence S 1° 02' W 707.59 feet more or less to the shore of Geneva Lake; thence Southwesterly along the shore of Geneva Lake 856 feet more or less to the most Easterly corner of Lot 8, Grand Terrace Subdivision; thence N 27° 59' W along the Easterly line of said Lot 8, 401.16 feet to the Southerly line of Outing Street; thence N 13° 48' W 20.00 feet to a concrete monument on the Northerly line of said Outing Street; thence Westerly and Southwesterly along the Northerly line of said Outing Street 288.12 feet more or less to the most Easterly corner of the Southwesterly 30.00 feet of Lot 26, Grand Terrace Subdivision; thence N 23° 32' W along the Northeasterly line of said Southwesterly 30.00 feet and the Northwesterly extension thereof 345.78 feet to the Northerly line of Constance Boulevard; thence S 63° 41' W along the Northerly line of said Constance Boulevard 131.57 feet to the West line of said Section 12; thence N 1° 25' E along the said West line 225.51 feet; thence S 89° 48' E 25.00 feet; thence N 1° 25' E along the East line of Williams Bay -Fontana Road 66.00 feet; thence N 1° 00' E along the East line of said road 736.93 feet to the place of beginning. Page 80 of 106 Page 11 of 14 ALSO a parcel of land located in Lot 14; Observatory Subdivision, located in the Village of Williams Bay, Walworth County, Wisconsin, described as follows: Beginning at the southwest corner of said Lot 14; thence East along the south line of said lot 45.29 feet; thence N 40° 59' 30" W 66.18 feet to a point on the west line of said Lot 14; thence S 2° 09' 30" W along the west line of said Lot 14, 50.00 feet to the place of beginning. EXCEPTING THEREFROM a parcel of land located in the Southwest 1/4 of Section 1, TIN, R16E, Village of Williams Bay, Walworth County, Wisconsin, described as follows: Commencing at the southwest corner of Lot 14, Observatory Subdivision located in said Southwest 1/4; thence East along the south line of said Lot 14, 45.29 feet to the place of beginning; thence S 68° 02' 00" E 80.12 feet; thence N 2° 15' 06" E along the w est end of Observatory Place, (a street located in said subdivision), 30.00 feet to the south line of said Lot 14; thence West along the south line of said Lot 14, 75.47 feet to the place of beginning. ALSO EXCEPTING THEREFROM a parcel of land being part of Lot 9 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as: Beginning on the Eastern boundary of the W 1/2 of Lot 9 in Grand Terrace Subdivision of Town of Walworth, Walworth County, Wisconsin, at the SE corner of land deeded by Catharine V. Albert, to G. Q. Dunlop, thence running a NW direction along the South bou ndary line of said land owned by G. Q. Dunlop to NE corner of land formerly sold by Catharine V. Albert and Mrs. Demon, about 25 feet thence Southernly in a direction parallel to Western boundary of said Lot 9 and along the Eastern boundary of land owned by Mrs. Demon 40 feet, thence in SE direction to E boundary of said W 1/2 of Lot 9 thence Northerly along said East boundary 40 feet, to place of beginning. FURTHER EXCEPTING THEREFROM a parcel of land being part of Lot 23 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as follows: Beginning at the northeast corner of lot number twenty three (23) in Grand Terrace Subdivision of a portion of sections one (1) and twelve (12), Town one (1) north, range sixteen (16) east according to a plat of said subdivision recorded March 28, 1892 in Volume five (5) of Plats on page 15; thence running southeasterly along the east line of said lot twenty five (25) feet; thence southwesterly seventeen (17) feet on a line parallel with the northwest line of said lot; thence northwesterly twenty five (25) feet on a line parallel with the east line of said lot; thence northeasterly along the northwest line of said lot to the place of beginning. Tax Key No: WWUP 00011 Parcel 2: A parcel of land being part of Lot 9 in Grand Terrace Subdivision at Lake Geneva Wis., Village of Williams Bay, Walworth County, Wisconsin. Beginning on the Eastern boundary of the W 1/2 of Lot 9 in Grand Terrace Subdivision of Town of Walworth, Walworth County, Wisconsin, at the SE corner of land deeded by Catharine V. Albert, to G. Q. Dunlop, thence running a NW direction along the South boundary line of said land owned by G. Q. Dunlop to NE Page 81 of 106 Page 12 of 14 corner of land formerly sold by Catharine V. Albert and Mrs. Demon, about 25 feet thence Southernly in a direction parallel to Western boundary of said Lot 9 and along the Eastern boundary of land owned by Mrs. Demon 40 feet, thence in SE direction to E bo undary of said W 1/2 of Lot 9 thence Northerly along said East boundary 40 feet, to place of beginning. Tax Key No: WGT 00010 Parcel 3: A parcel of land being part of Lot 23 in Grand Terrace Subdivision, Town of Walworth, Walworth County, Wisconsin, described as follows: Beginning at the northeast corner of lot number twenty three (23) in Grand Terrace Subdivision of a portion of sections one (1) and twelve (12), Town one (1) North, Range Sixteen (16) East according to a plat of said subdivision recorded March 28, 1892 in Volume five (5) of Plats on page 15; thence running southeasterly along the east line of said lot twenty five (25) feet; thence southwesterly seventeen (17) feet on a line parallel with the northwest line of said lot; thence northwesterly twenty five (25) feet on a line parallel with the east line of said lot; thence northeasterly along the northwest line of said lot to the place of beginning. Tax Key No: WGT 00009 Parcel 4: Lot 2 of Certified Survey No. 1198 recorded in Volume 5 of Certified Surveys on Page 278 as Document No. 73877 and located in the SW 1/4 of Section 1, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin. Tax Key No. WA 119800002 Parcel 5: Lot 1 of Certified Survey Map No. 2224, according to the recorded plat thereof recorded in Volume 10 of Certified Surveys on page 348 as Document No. 244340, located in the NW 1/4 of the SW 1/4 of Section 1, T1N, R16E, Village of Williams Bay, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in the Plat of Certified Survey Map No. 3510, recorded December 17, 2002, in Volume 20 of Certified Surveys on Page 248, as Document No. 536289. Tax Key No. WA222400001 Page 82 of 106 Page 13 of 14 Parcel 6: Outlet 1 of Certified Survey Map No. 4998, recorded December 20, 2021, as Document No. 1053121, and being part of Block A and part of Block C of Assessor's Subdivision, being a part of the SE. 1/4 of the SW. 1/4 of Section 1 and the NE. 1/4 of the NW. 1/4 of Section 12, T.01N., R.16E., Village of Williams Bay, Walworth County, Wisconsin. Tax Parcel No. WA499800002 Parcel 7: The East three fourths (3/4) of the North East quarter of the South East quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. TOGETHER WITH 10 acres off from the West Side of the North East quarter of the South East quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in a Conveyance for Highway Purposes recorded October 26, 1939, in Volume 260 of Deeds on Page 163, as Document No. 337800, and being more particularly described as: A parcel of land in the northeast one-quarter of the southeast one-quarter of Section 2, Township 1 north, Range 16 East, Town of Walworth, Walworth County, described as follows, to wit: The south 17 feet of the north 50 feet extending from the northeast corner of the northeast one-quarter of the southeast one-quarter of Section 2, west along one-quarter section line 683.6 feet to a point; ALSO the south 17 feet of the north 50 feet beginn ing at a point 150 feet west of the last described point; thence extending west along the one-quarter section line 500 feet to the west line of the northeast one-quarter of the southeast one-quarter of said Section 2. SAID PARCEL BEING SOMETIMES DESCRIBED AS: The North East quarter of the Southeast quarter of Section two (2) in Township one (1) north of Range sixteen (16) East, Town of Walworth, Walworth County, Wisconsin. EXCEPTING THEREFROM all that portion thereof as is set forth in a Conveyance for Highway Purposes recorded October 26, 1939, in Volume 260 of Deeds on Page 163, as Document No. 337800, and being more particularly described as: A parcel of land in the northeast one-quarter of the southeast one-quarter of Section 2, Township 1 north, Range 16 East, Town of Walworth, Walworth County, described as follows, to wit: The south 17 feet of the north 50 feet extending from the northeast corner of the northeast one-quarter of the southeast one-quarter of Section 2, west along one-quarter section line 683.6 feet to a point; ALSO the south 17 feet of the north 50 feet beginning at a point 150 feet west of the last described point; thence extending west along the one-quarter section line 500 feet to the west line of the northeast one-quarter of the southeast one-quarter of said Section 2. Tax Key No. E W 200019 Page 83 of 106 Page 14 of 14 Parcel 8: The Southeast quarter of the Southeast quarter of Section 2 in Township 1 North, Range 16 East, Town of Walworth, Walworth County, Wisconsin. Tax Key No. E W 200020 Page 84 of 106 22 53432369v8 EXHIBIT E Form of Tax Increment MRO VILLAGE OF WILLIAMS BAY VILLAGE OF WILLIAMS BAY TAX INCREMENT DISTRICT NO. 1 MUNICIPAL REVENUE OBLIGATION SERIES 202 A THIS MUNICIPAL REVENUE OBLIGATION (the “MRO”) is issued this ___ day of _____________________, 202_ (the “Effective Date”) by the Village of Williams Bay, a Wisconsin municipal corporation located in Walworth County, Wisconsin (the “Village”) to [___________], its successors and assigns (“Developer”). W I T N E S S E T H A. The Village a nd Developer have entere d into a developme nt agreemen t dated [_________], 2025 (the “Development Agreement”). B. The MRO is issued by the Village pursuant to the Development Agreement. C. Terms that are capitalized in this MRO that are not defined in this MRO and that are defined in the Development Agreement shall have the meanings assigned to such terms by the Development Agreement. A G R E E M E N T 1. General. The Village hereby promises to pay to Developer, subject to all of the terms and conditions of this MRO, the principal amount not to exceed $4,500,000 [as adjusted by the Certified PWI Cost] , together with interest as described in Section 2, below, in payments described in Section 3, below. 2. Interest. The rate of interest shall be seven percent (7%) per annum. Interest shall accrue from the Effective Date. 3. Payments. Payments of principal and interest in the amounts set forth on the maturity schedule attached hereto as Schedule 1, shall be due in annual installments to the Developer beginning within sixty (60) days of completion of the Conditions, and continuing on September 1 thereafter until the MRO Expiration Date). As used in this Agreement, the term “ MRO Expiration Date” means the earlier of: Page 85 of 106 23 53432369v8 (a) the statutory end of the District; or (b) the date on which all principal and interest due hereunder have been paid in full. Each payment date described in this Section 3 is referred to as an “MRO Payment Date” (collectively the “MRO Payment Dates”). Interest accrued in excess of the MRO Payments shall be added to the principal outstanding under the MRO. Prepayment of the amou nts evidenced by this MRO may be made in full or in part at any time without penalty. If, by the MRO Expiration Date, there has been over the life of this MRO insufficient Tax Increment to pay all principal and interest due under this MRO, the Village sha ll have no further obligation to make any payments whatsoever on this MRO. On each Payment Date, the Village shall provide Developer an accounting of District financials demonstrating the calculation of the collected Tax Increment and payments due under this MRO. 4. Nature of Obligation. The principal and interest payments to be made on the MRO Payment Dates shall be payable solely from the ninety percent (90 %) of Tax Increment (as defined in the Tax Increment Law) from the Property (a) accrued during the calendar year or years preceding the applicable MRO Payment Date, and (b) actually received by the Village by such MRO Payment Date. The MRO shall be a special and limited obligation of the Village and not a general obligation. On each MRO Payment Date, the Village shall apply ninety percent (90 %) of the Tax Increment received from the Property for the previous year’s taxes in the following priority: First, to payment of any interest due on this MRO. Second, to the payment of any past due principal on this MRO. Third, to payment of any principal due under this MRO on the MRO Payment Date. Fourth, if there is Excess Tax Increment (as defined below), such Excess Tax Increment shall be applied to prepayment of the principal of the MRO. Fifth, if there is Excess Tax Increment remaining after the Project is complete and the MRO is paid and after application of the Excess Tax Increment in accordance with the preceding paragraph, such Excess Tax Increment may be used by the Village for any other purpose permitted by the District’s project plan and the Tax Increment Law. 5. Excess Tax Increment. “Excess Tax Increment” means that portion of the ninety (90%) of the Tax Increment received by the Village from the Property for any calendar year that exceeds the sum of scheduled payments of principal and interest for that year and any unpaid principal or accrued interest from prior years under this MRO. 6. Subject to Appropriations. The Village’s obligation to make payments on this MRO shall be conditioned on the requirement that the Village Board shall appropriate Tax Increment to make such payments, there shall not be an event of default on the part of the Developer under the Deve lopment Agreement. The Village covenants and agrees that Tax Page 86 of 106 24 53432369v8 Increment from the Property proposed to be annually appropriated to repay the amounts owed under the MRO shall not be appropriated for any other use and the Village will use good faith efforts to annually appropriate all Tax Increment from the Property, to the extent necessary to make payments when due. 7. Transfer of MRO. In order to transfer or assign this MRO (but not for a collateral assignment of this MRO to a lender), the transferee or assignee shall surrender the same to the Village either in exchange for a new MRO or for transfer of this MRO on the registration records for this MRO maintained by the Village. Any transferee or assignee shall take this MRO subject to the foregoing conditions and subject to all of the provisions of the Development Agreement. This provision shall not prevent assign ment of Developer’s rights under the Development Agreement, or the MRO as provided in the Development Agreement. 8. Neither the Municipal Revenue Obligation nor the 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. 9. The Municipal Revenue Obligation payments shall not be included in the computation of the Village’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 Agreement shall be deemed to change the nature of Village’s obligation from a limited and conditional obligation to a general obligation. 8. Miscellaneous. This MRO is subject to the Tax Increment Law and to the Development Agreement. Page 87 of 106 25 53432369v8 VILLAGE: VILLAGE OF WILLIAMS BAY, WISCONSIN By: ______________________ By: Date: ____________, 202_ Attest: Date: ____________, 202_ DEVELOPER: [___________] By: ____________, its ___________ Date: _____________, 202_ Page 88 of 106 26 53432369v8 SCHEDULE 1 MRO PAYMENT SCHEDULE [To be inserted upon issuance of MRO based upon estimated annual tax increment projections; final payments will be based on annual increment actually received by Village] Page 89 of 106 27 53432369v8 EXHIBIT F Access and Maintenance Easement Appears on following pages Page 90 of 106 53759194v4 Document No. EASEMENT AGREEMENT This Easement Agreement (this "Agreement") is dated as of this ______ day of __________ 2025 (the "Effective Date"), by and between WILLIAMS BAY PROPERTY COMPANY, LLC, a Delaware limited liability company (the "Owner") and WILLIAMS BAY, WISCONSIN, a Wisconsin municipal corporation (the "Village"). RECITALS A. The Owner is the owner of certain real property known as Lot __ of Certified Survey Map No. ______, Williams Bay, Wisconsin, as further described on Exhibit A attached hereto (the "Property"). B. Village is the owner of certain right of ways and infrastructure running through, and adjacent to, the Property. C. Owner and Village are occasionally referred to herein, individually, as a " Party" and, collectively, as the "Parties". D. The Parties desire to enter into this Agreement for the purposes of granting various easements to one another, for the benefit of the Property, consistent with the terms of this Agreement. After recording return to: Tax Identification Number (PIN) AGREEMENTS In consideration of the Recitals, which are incorporated herein and made a part hereof by reference, and the mutual agreements that follow, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Statement of Facilities: Sanitary sewer and water facilities are planned to be constructed on the Property and within the right-of-way. The Parties agree as follows: a. Owner, or its assigns, shall construct the following: i. Public and private sanitary sewer line which traverses the right of way within the depicted easement on the attached Exhibit B, and which shall be referenced as the “Sanitary Sewer Facility”. Page 91 of 106 2 53759194v4 ii. Public and private water main line, which traverses the Property and right of way , and water pump station, within the depicted easement on the attached Exhibit C, and which shall be referenced as the “Water Facility”. iii. Public and Private stormwater infrastructure which traverses the Property and right of way within the depicted easement on the attached Exhibit D, and which shall be referenced as the “Stormwater Facility”. iv. A 10-foot multiuse path along Lakeshore Dr., Constance Boulevard, Garden Place, and Outing Street for pedestrian and non -motorized vehicular use from the public right of way on Ravina Road, to the lake access path as depicted on Exhibit E (the “Pedestrian Path Easement”). Those areas of the identified streets in which the Pedestrian Path Easement is to be located shall remain subject to the easement in the event of the vacation of all or a portion of those streets. v. Electrical, cable, gas, fiber optic and telecommunications equipment which traverses the right of way within the depicted easement on the attached Exhibit F, and which shall be referenced as the “Operating Facility” which shall be identified in the Final Development Plan for the Property . Collectively, the Sanitary Sewer Facility, the Water Facility, the Stormwater Facility, and the Operating Facility are referred to as t the “Facilities.” b. Following construction, portions of the Sanitary Sewer Facility, and Water Facility, will be dedicated to the Village as shown on Exhibits, B, C, and D , along with an access and maintenance easement for the water station (the “Public Facilities”). Those portions of the Facilities not dedicated to the Village, and remaining in the ownership of the Owner on Exhibits B, C, and D and the Operating Facility are the “Private Facilities”. 2. Owner’s Grant of Easements . The Owner hereby grants to Village a perpetual, non- exclusive easement over, on, and under certain portions of the Property as identified in Exhibit B and Exhibit C (the “Village Easement Area”) for the purposes of ownership, maintenance, operation, repair and replacement of the Public Facilities as may from time to time, be required as reasonably determined by the Village, and access rights as described in Section 1.a.iv.. The Public Facilities, fixtures and appurtenances to the facilit ies, are located below grade and shall remain located below grade in the Public Facilities Easement Area. Owner conveys to Village, the right of ingress and egress upon reasonable notice to Owner (except in the event of emergency) for purposes of exercising the easement rights described herein. 3. Maintenance. All construction, installation, repair, maintenance and replacement required by or performed pursuant to this Agreement shall be performed to maintain in good condition and in accordance with all applicable laws and governmental rules and regulations and shall include, without limitation, cleaning, sweeping and removal of snow, ice, refuse and debris from the Easement Area. Notwithstanding anything else, each Party shall repair and replace any damage done to the Easement Area, or portion thereof, that is caused by the misuse, negligence or willful misconduct of that Party or its Users (as defined below). 4. Limits on Use. The Easement Area may be used by Owner and Village and their respective residents, tenants, subtenants, occupants, guests, employees, customers, contractors, suppliers, agents and invitees (collectively, the " Users") in accordance with this Agreement. Owner and Village agree to not Page 92 of 106 3 53759194v4 make use of the Easement Area in any manner that unreasonably interferes with the other’s use or enjoyment of the Easement Area. Except as otherwise provided herein, neither Owner nor Village may allow any other entity to use any portion of the Easement Area (or the improvements therein) or install any facilities therein without the express written consent of all then -current Lot Owners. Except for emergencies and to the extent reasonably required to construct and repair, maintain and replace the Public Facilities or Private Facilities, the Parties shall not obstruct the Easement Areanor shall the Parties install, or permit installation of, structures in the Easement Area unless shown in the Final Development Plan for The Property. 5. Insurance. Each Party shall maintain a policy of property and general liability insurance written by an insurer licensed to do business in Wisconsin covering such party's interest in the Easement Area, with limits against bodily injury and property damage of not less than $1,000,000 per occurrence and $2,000,000 aggregate. Such insurance policy(ies) shall contain coverage for contractual liability voluntarily assumed by the insured under this Agreement, shall name the other Party as an additional insured thereunder, and the insurer shall commit to give all insured parties thirty (30) days' prior written notice of cancellation or reduction in coverage. Each Party shall furnish evidence to the other Party of all insurance coverage required hereunder upon the Effective Date and thereafter upon such other Party’s request. 6. Indemnification. Owner shall indemnify, defend, and hold harmless, the Village from and against all loss, costs, injury, death or damage to persons or property that at any time during the term of this agreement may be suffered or sustained by any person or entity in connection with the Owner’s activities conducted on in the Owner Utility Easement Area to the extent such damages are caused by the actions or omissions of Owner, its agents or employees, in the performance of its duties under the terms of this agreement. Likewise, the Village shall indemnify, defend and hold harmless, the Owner from and against all loss, costs, injury, death, or damage to persons or property that at any time during the term of this agreement may be suffered or sustained by any person or entity in connection with the Village’s activities conducted on the Property to the extent such damages are caused by the actions or omissions of Village, its agents or employees or any breach of this agreement by the Village. 7. Reservation of Rights. Under no condition may the Owner erect any building on or above the Public Facility Easement Area without the expressed written approval of Village. 8. Restoration. If required for the purpose of carry out maintenance or replacement of facilities under this Agreement, either Party performing work, shall , at its expense, restore the surface as nearly as possible to the condition of the Property or Owner Utility Easement Area immediately prior to such work. Grantee shall not be responsible for the replacement of any improvements, shrubbery, or other obstructions that may have been placed on the Easement Area by Grantor without the expressed written approval of Grantee 9. Recording. This agreement shall be recorded in the office of the Walworth County Register of Deeds. 10. Covenants Run with the Land. All terms and conditions in this agreement, including the benefits and burdens, shall run with the land and shall be binding upon, inure to the benefit of, and be enforceable by Grantor and Grantee and their respective successors and assigns. The party named as Grantor in this agreement and any successor or assign to Grantor as a fee simple owner of the property, shall cease to have liability under this agreement with respect to the facts and circumstances arising after the party has transferred its fee simple interest in the Property. Page 93 of 106 4 53759194v4 11. Non-Use. Non -use or limited use of the easement rights granted in this agreement shall not prevent the benefitting party from later use of the easement rights to the fullest extent authorized in this agreement. 12. Miscellaneous. a. This Agreement represents the entire agreement between the parties hereto covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as c onditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Agreement except by a written agreement duly executed by the Parties. b. Except as specifically provided herein, nothing in this Agreement shall be deemed to be a gift or dedication of any portion of the Property to the general public or for any public purpose whatsoever. c. No delay or omission by any party in exercising any right or power arising out of any default under any of the terms or conditions of this Agreement shall be construed to be a waiver of the right or power. A waiver by a party of any of the obligations of the other party shall not be construed to be a waiver of any breach of any other terms or conditions of this Agreement. d. This Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin. e. All provisions of this Agreement are deemed severable, and if any one or more provision is deemed unenforceable for any reason, the remaining provisions shall remain in full force and effect. [SIGNATURE PAGES FOLLOW] Page 94 of 106 53759194v4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. OWNER WILLIAMS BAY PROPERTY COMPANY, LLC, a Delaware limited liability company ________________________________________ By: , Authorized Representative STATE OF ) ) ss. COUNTY OF ) Personally came before me this ___ day of _________ 2025, the above named, ________________, the ________________ of Williams Bay Property Company, LLC, known to be the persons who executed the foregoing instrument. ____________________________________ Notary Public, State of _______________ My Commission expires ______________ SIGNATURES CONTINUE ON FOLLOWING PAGE Page 95 of 106 6 53759194v4 VILLAGE STATE OF ) ) ss. COUNTY OF ) Personally came before me this ___ day of _________ 2025, the above named, ________________, the ________________ of Williams Bay, known to be the persons who executed the foregoing instrument. ____________________________________ Notary Public, State of _______________ My Commission expires ______________ This document was drafted by: Kevin Ramakrishna Reinhart Boerner Van Deuren s.c. 22 E. Mifflin Street, Suite 700 Madison, WI 53705 Page 96 of 106 53759194v4 EXHIBIT A [TO BE INSERTED] 7 Page 97 of 106 8 53759194v4 EXHIBIT B [TO BE INSERTED] Page 98 of 106 9 53759194v4 EXHIBIT C [TO BE INSERTED] Page 99 of 106 10 53759194v4 EXHIBIT D [TO BE INSERTED] Page 100 of 106 11 53759194v4 EXHIBIT E [TO BE INSERTED] Page 101 of 106 12 53759194v4 EXHIBIT F [TO BE INSERTED] Page 102 of 106 Resolution Formally Establishing the Boundaries of and Approving the Project Plan for Tax Incremental District No. 1 ESTABLISHING THE BOUNDARIES OF AND APPROVING THE PROJECT PLAN FOR TAX INCREMENTAL DISTRICT NO. 1, VILLAGE OF WILLIAMS BAY, WALWORTH COUNTY, WISCONSIN WHEREAS, pursuant to Wisconsin Statutes §66.1105 the Village of Williams Bay has determined that use of Tax Incremental Financing is required to promote development and redevelopment within the village; and WHEREAS, Tax Incremental District No. 1 (“the district”) is proposed to be created as a “mixed-use district” where not less than fifty percent (50%) by area, of the real property within the district is suitable for industrial, commercial, residential development. and WHEREAS, a Project Plan for Tax Incremental District No. 1 has been prepared that includes the following: 1. A statement listing the kind, number, and location of proposed public works or improvements within the district. 2. An economic feasibility study. 3. A detailed list of estimated projects costs. 4. A description of the methods of financing all estimated project costs and the time when the related costs or monetary obligations are to be incurred. 5. A map showing existing uses and conditions of real property in the district. 6. A map showing proposed improvements and uses in the district. 7. Proposed changes of zoning ordinance, master plan, map, building codes, and Village Ordinances. 8. A statement of the proposed method for relocation of any person to be displaced. 9. A statement indicating how creation of the district promotes the orderly development of the village. 10. A list of estimated non-project costs. 11. An insertion of an Opinion of the Village Attorney advising that the plan is complete and complies with Wis. Statute §66.1105(4)(f); and WHEREAS, in accordance with the procedures specified in the Tax Increment Law, the Plan Commission, on June 11, 2024, held a public hearing concerning the project plan and boundaries and proposed creation of the district providing interested parties a reasonable opportunity to express their views on the proposed creation of a tax incremental district and the proposed boundaries of the district; and WHEREAS, after said public hearing, the Plan Commission adopted a resolution, and recommended to the Village Board that it create the district. NOW THEREFORE, BE IT RESOLVED by the Village Board of the Village of Williams Bay that: R-42-24 Page 103 of 106 Resolution Formally Establishing the Boundaries of and Approving the Project Plan for Tax Incremental District No. 1 1. The Recitals set forth above are incorporated herein and are made an enforceable part of this resolution. 2. The boundaries of the district are hereby approved and established as legally described in Exhibit A attached and incorporated herein by reference. 3. The district is created effective as of January 1, 2024. 4. The Village Board finds and declares that: a. Not less than fifty percent (50%), by area, of the real property within the district is suitable for industrial, commercial, residential development within the meaning of Section §66.1105(2)(cm) of the Wisconsin Statutes. b. Based upon the findings, as stated in (a) above, the district is declared to be a mixed-use development district based on the identification and classification of the property included within the district. c. The improvement of the area is likely to significantly enhance all the other real property’s value in the district. d. The equalized value of the taxable property in the district plus the value increment of all other existing tax incremental districts within the Village does not exceed 12% of the total equalized value of taxable property within the Village. e. The Village estimates under 35% of the territory within the district will be devoted to retail business at the end of the district’s maximum expenditure period, pursuant to Section §66.1105 (5)(b) of the Wisconsin Statutes. f. Confirms the project plan is feasible and will be in conformity with the village’s master plan. g. Confirms less than 35 percent (35%) of the district is land proposed for newly platted residential development. Residential housing density is a least three unit per acre. h. The project costs relate directly to promoting mixed-use development in the district consistent with the purpose for which the district is created. i. Confirms that th e boundaries of the district do not include any annexed territory that was not w ithin the boundaries of the Village on January 1, 2004. 5. The Project Plan, prepared by Robert W. Baird & Co. dated July 1, 2024, which is incorporated herein in its entirety by reference, is approved and the Village further finds that plan is feasible and in conformity with the master plan of the Village. BE IT FURTHER RESOLVED THAT the Village Clerk is hereby authorized and directed to apply to the Wisconsin Department of Revenue, in such form as may be prescribed, for a “Determination of Tax Incremental Base”, as of January 1, 2024, pursuant to the provisions of Section §66.1105 (5) (b) of the Wisconsin Statutes. BE IT FURTHER RESOLVED THAT the Village Assessor is hereby authorized and directed to identify upon the assessment roll returned and examined under section §70.45 of the Wisconsin Statutes, those parcels of property which are within the District, specifying thereon the name of the District, and the Village Clerk is hereby authorized and directed to make similar notations on the tax roll made under Section §70.65 of the Wisconsin Statutes, pursuant to Section §66.1105(5)(f) of the Wisconsin Statutes. Page 104 of 106 Resolution Formally Establishing the Boundaries of and Approving the Project Plan for Tax Incremental District No. 1 Adopted this 1st day of July 2024 Village of Williams Bay By ______________________________ William Duncan., Village President CERTIFICATION I hereby certify that the foregoing Resolution was duly adopted by the Village Board of the Village of Williams Bay on the 1st day of July 2024. ____________________________ Tina Kolls, Village of Williams Bay Village Clerk Page 105 of 106 RESOLUTION NO. 01 (2026) A RESOLUTION ACKNOWLEDGING COMPLIANCE WITH ANNUAL MEETING REQUIREMENT JOINT REVIEW BOARD VILLAGE OF WILLIAMS BAY , WISCONSIN WHEREAS, Wis. Stat. §66.1105(4m)(f) requires that the Joint Review Board ("JRB") meet annually on July 1, or when an annual report under Wis. Stat. §66.1105(6m)(c)(intro.) becomes available, to review the annual report and to review the performance and status of each district governed by the JRB; and WHEREAS, the JRB met on September 2, 2026, to review the performance and status of the districts governed by the JRB. NOW, THEREFORE, BE IT RESOLVED, that the Village of Williams Bay has complied with its reporting requirements under Wis. Stat. §66.1105(6m)(c)(intro.) and requirement to hold an annual JRB meeting under Wis. Stat. §66.1105( 4m)(f). Adopted: September 2, 2026 Approved: September 2, 2026 _________________________ Adam Jaramillo, Chairperson ATTEST: _________________________ Tina Kolls, Village Clerk Page 106 of 106