RACS Meeting Agenda Packet 4.2.2026

RACS AGENDA – 4/2/2026 Mtg (Meets as needed) Page 1 of 1 RACS Agenda Redevelopment Authority of the City of Superior Thursday, April 2, 2026–2:00 p.m. Government Center Room 270 MISSION STATEMENT: To be responsible to undertake and carry out redevelopment and urban renewal projects. R-94-11790-2/3/1994 as set forth by State Statutes 66.431. COMMITTEE MEMBERS: Anne Porter (chair), Debra Emery (vice chair), Jim Paine (mayor), Nick Baker (County Commissioner), Councilor Mike Herrick, Sakib Mahmud 1 ROLL CALL 2 APPROVAL OF MINUTES 2.1 RACS Minutes (October 16, 2025) 3 NEW BUSINESS 3.1 Public Hearing a. Sale of real property to Genesis Attachments, LLC , a Delaware limited liability company (the “Company”), in accordance with the terms of a development agreement to be entered into among the Authority and the Company, for the property described as follows: for the property described as follows: Lot 1 of Certified Survey Map 1644 recorded as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin b. Resolution of the Redevelopment Authority of the City of Superior, Wisconsin, Approving a Development Agreement with Genesis Attachments, LLC • Draft Development Agreement 4 ADJOURNMENT Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. Meetings are recorded and published on the City of Superior website. ********************************************************************************************* Pursuant to the Americans with Disabilities Act of 1990, if you are in need of an accommodation to participate in the public meeting process, please call (715) 395-7200 by 4:30 p.m. on the day prior to the scheduled meeting date (OR dial 711 for Telecommunications Relay Service). The City will attempt to accommodate any request depending on the amount of notice received. ********************************************************************************************* In compliance with Wisconsin Open Meetings Law, this agenda was posted on 3/26/2026 at the following locations: Superior Government Center, Douglas County Courthouse, Superior Public Library, and online at https://www.ci.superior.wi.us/agendacenter. It was also emailed the Superior Telegram. RACS AGENDA – 3/26/2026 Mtg (Meets as needed) Page 1 of 1 RACS Agenda Redevelopment Authority of the City of Superior Thursday, April 2, 2026–2:00 p.m. Government Center Room 270 MISSION STATEMENT: To be responsible to undertake and carry out redevelopment and urban renewal projects. R-94-11790-2/3/1994 as set forth by State Statutes 66.431. COMMITTEE MEMBERS: Anne Porter (chair), Debra Emery (vice chair), Jim Paine (mayor), Nick Baker (County Commissioner), Councilor Mike Herrick, Sakib Mahmud 1 ROLL CALL 2 APPROVAL OF MINUTES 2.1 RACS Minutes (October 16, 2025) 3 NEW BUSINESS 3.1 Public Hearing a. Sale of real property to Genesis Attachments, LLC , a Delaware limited liability company (the “Company”), in accordance with the terms of a development agreement to be entered into among the Authority and the Company, for the property described as follows: for the property described as follows: Lot 1 of Certified Survey Map 1644 recorded as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin b. Resolution of the Redevelopment Authority of the City of Superior, Wisconsin, Approving a Development Agreement with Genesis Attachments, LLC • Draft Development Agreement 4 ADJOURNMENT Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. Meetings are recorded and published on the City of Superior website. ********************************************************************************************* Pursuant to the Americans with Disabilities Act of 1990, if you are in need of an accommodation to participate in the public meeting process, please call (715) 395-7200 by 4:30 p.m. on the day prior to the scheduled meeting date (OR dial 711 for Telecommunications Relay Service). The City will attempt to accommodate any request depending on the amount of notice received. ********************************************************************************************* In compliance with Wisconsin Open Meetings Law, this agenda was posted on 3/26/2026 at the following locations: Superior Government Center, Douglas County Courthouse, Superior Public Library, and online at https://www.ci.superior.wi.us/agendacenter. It was also emailed the Superior Telegram. REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR - 10/16/25 Mtg Page 1 of 2 RACS Minutes Redevelopment Authority of the City of Superior October 16, 2025 Regular Meeting The meeting was called to order by Chair Porter at 2:01 pm on October 16, 2025, in Government Center Room 270. 1 ROLL CALL PRESENT: Anne Porter, Jim Paine, Nick Baker, Mike Herrick and Sakib Mahmud VIRTUAL: ABSENT: Debra Emery CITY STAFF PRESENT: Director Serck and Tech Granlund OTHERS PRESENT: Shelley Nelson 2 APPROVAL OF MINUTES 2.1 RACS Minutes (Meeting held July 28, 2025) MOTION to approve RACS minutes from July 28, 2025, meeting by Baker, seconded by Herrick, carried. 3 NEW BUSINESS 3.1 Public Hearing a. Sale of real property to Wisconsin Department of Transportation (the “Purchaser”), in accordance with the terms of a purchase agreement to be entered into between the Authority and the Purchaser, for the property described as follows: Parcel 10 and Parcel 210 of Transportation Project Plat 1199-00-20-4.01 recorded as Document 945599 in Douglas County, Wisconsin Director Serck introduced the proposed property sale and the location of the property explaining the property sale is needed to support the bridge project. MOTION to open the Public Hearing by Paine, seconded by Baker, carried. Chair Porter opened the public hearing reading the resolution of the Redevelopment Authority of the City of Superior, Wisconsin, for the Sale of real property to Wisconsin Department of Transportation (the “Purchaser”), in accordance with the terms of a purchase agreement to be entered into between the Authority and the Purchaser, for the property described as follows: Parcel 10 and Parcel 210 of Transportation Project Plat 1199-00-20-4.01 recorded as Document 945599 in Douglas County, Wisconsin. Chair Porter asked if anyone from the public wanted to discuss or speak at the public hearing. No public comment was offered. 3.2 Resolution of the Redevelopment Authority of the City of Superior, Wisconsin, REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR - 10/16/25 Mtg Page 2 of 2 authorizing the sale of land and approving a purchase agreement with the Wisconsin Department of Transportation MOTION to approve the Resolution of the Redevelopment Authority of the City of Superior, Wisconsin, authorizing the sale of land and approving a purchase agreement with the Wisconsin Department of Transportation by Baker, seconded by Herrick, carried. 4 ADJOURNMENT 2:08 Respectfully submitted by Amanda Granlund. NOTICE OF PUBLIC HEARING TO SELL REAL PROPERTY UNDER WISCONSIN STATUTES, SECTION 66.1333 NOTICE IS HEREBY GIVEN that the Board of Commissioners of the Redevelopment Authority of the City of Superior, Wisconsin (t he “Authority”), will conduct a public hearing on Thursday, April 2, 2026, at 2:00 p.m., or as soon ther eafter as the matter ca n be considered, in Room 270 at the Government Center, 1316 North 14 th Street, Superior, Wisconsin. The purpose of the public hearing is to cons ider the sale of real propert y to Genesis Attachments LLC, a Delaware limited liability co mpany (the “Company”), in acco rdance with the terms of a development agreement to be entered into among th e Authority and the Company, for the property described as follows: Lot 1 of Certified Survey Map 1644 reco rded as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin (the “Property”). The Company proposes to acquire the Property fo r the construction of an approximately 50,000 square foot expansion to the Company’s existing facility located adjacent to the Property. A draft copy of the development agreement is ava ilable for public inspection at the office of the City Clerk at the Government Center Buildi ng, between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday. All interested persons may express their views respectin g the Authority’s proposed determination. Following the publ ic hearing, the Board of Commis sioners of the Authority will consider whether the sale is advisable. REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR By /s/ Jason Serck Executive Director 08493\000368\1EN8181.DOC Commissioner __________________ introduced the following resolution and moved its adoption: RESOLUTION OF THE REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR, WISCONSIN, APPROVING A DEVELOPMEN T AGREEMENT WITH GENESIS ATTACHMENTS, LLC WHEREAS, the Redevelopment Authority of the City of Superior (the “Authority”) is a redevelopment authority duly organized by the City of Superior, Wisconsin (the “City”) pursuant to the provisions of Wisconsin Statutes, Section 66.1333 (the “Act”); and WHEREAS, the Authority and the City have, pursuant to the authority granted in the Act, adopted a Project Area Plan (the “Redevelopment Plan”) and designated the boundaries of a Project Area (the “Project Area”) generally located on Connors Point within the City; and WHEREAS, representatives of the Authority have been negotiating with Genesis Attachments, LLC (the “Company”), regarding the purchase of real property by the Company adjacent to the Company’s Existing Property as defined in the Development Agreement and legally described on Exhibit A attached hereto and has requested that the Authority sell the real property described in Exhibit B hereto (the “Additional Property” and together with the Existing Property, the “Development Property”) to the Company in connection with the construction of an approximately 50,000 square foot expansion of the Existing Facilities , as defined in the Development Agreement, for use in the Company’s headquarters, manufacturing, warehousing, sales and engineering operations on the Development Property; and WHEREAS, the Authority has determined such expansion will promote and carry out the industrial development objectives of the City and provide additional employment opportunities within the City; and WHEREAS, the Authority held a public hearing on April 2, 2026, on the proposed sale of the Additional Property as required by Wis. Stat. § 66.1333(9); and WHEREAS, the Authority obtained an estimate of the fair market value on the Additional Property in establishing the sale price; and WHEREAS, the City and the Authority agree that the control, disposition and use of the property within the Project Area will be crucial to the achievement of a sound and coordinated development and redevelopment of such area in general and to the inducement of private development in particular; and WHEREAS, the terms and conditions of the development of the Development Property are as set forth in the Development Agreement proposed to be entered into between the Authority and the Company (the “Development Agreement”), the form of which is on file in the office of the Executive Director of the Authority; and WHEREAS, the Authority granted the City a sanitary sewer easement on the Additional Property as evidenced by a Sanitary Sewer Easement with the City dated February 10, 2026 and 2 filed for record in the Douglas County Register of Deeds office on February 12, 2026, as Document No. 953780 (the “Sanitary Sewer Easement”). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AUTHORITY (the “Board”), as follows: 1. That the Board hereby approves the sale and conveyance of the Additional Property to the Company in accordance with the terms, conditions and restrictions set forth in the Development Agreement, subject to approval of the Authority’s report by the City. 2. That the form of Development Agreement, as presented to the Board, is approved. The Chair and the Executive Director of the Authority are authorized and directed in the name and on behalf of the Authority to execute the Development Agreement, with such changes as do not materially change the substance thereof as the Chair and the Executive Director shall deem necessary and appropriate. 3. That the Board hereby ratifies and affirms the grant of the Sanitary Sewer Easement to the City. 4. That the Board hereby authorizes and directs the Chair and Executive Director of the Authority to perform all actions and execute all instruments necessary to cause the sale and conveyance of the Additional Property to the Company in accordance with the terms and conditions set forth in the Development Agreement. Adopted: April 2, 2026 ________________________________ Attest: Chair ___________________________________ Executive Director The motion for the adoption of the foregoing resolution was duly seconded by Commissioner _________________ and, upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: and the following were absent: whereupon, the resolution was declared duly passed and adopted and was approved and signed by the Chair, whose signature was attested by the Executive Director. 08493\000368\1EO7876.DOCX 3 EXHIBIT A LEGAL DESCRIPTION OF EXISTING PROPERTY EXHIBIT B LEGAL DESCRIPTION OF ADDITIONAL PROPERTY Lot 1 of Certified Survey Map 1644 recorded in the Office of the Douglas County Register of Deeds on February 17, 2026, as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin. Draft: February 26, 2026 ______________________________________________________________________________ DEVELOPMENT AGREEMENT BETWEEN REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR, WISCONSIN AND GENESIS ATTACHMENTS, LLC DATED AS OF ____________, 2026 ______________________________________________________________________________ Drafted by: Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, Minnesota 55802 08493\000368\1EC7178.DOCX TABLE OF CONTENTS Section 1. Definitions, Exhibits, Rules of Interpretation ......................................................... 1 1.01 Definitions....................................................................................................................... 1 1.02 Exhibits ........................................................................................................................... 2 1.03 Rules of Interpretation .................................................................................................... 3 Section 2. Representations and Warranties. ............................................................................. 3 2.01 Representations and Warranties by the Authority .......................................................... 3 2.02 Representations and Warranties by the Company .......................................................... 3 Section 3. Real Estate Transaction ........................................................................................... 4 3.01 Conveyance ..................................................................................................................... 4 3.02 Conditions Precedent ...................................................................................................... 4 3.03 Purchase Price ................................................................................................................. 5 3.04 Title ................................................................................................................................. 5 Section 4. Construction of Improvements ............................................................................... 5 4.01 Construction Plans .......................................................................................................... 5 4.02 Commencement and Completion of Construction .......................................................... 6 4.03 Certificate of Completion ............................................................................................... 6 Section 5. Insurance; Transfer; Indemnification ...................................................................... 6 5.01 Insurance ......................................................................................................................... 6 5.02 Representation as to Development .................................................................................. 7 5.03 Prohibitions Against Transfer of Additional Property and Assignment of Agreement .. 7 5.04 Release and Indemnification Covenants ......................................................................... 8 Section 6. [Intentionally Omitted] ........................................................................................... 9 Section 7. Events of Default .................................................................................................... 9 7.01 Events of Default Defined .............................................................................................. 9 7.02 Remedies on Default ....................................................................................................... 9 7.03 No Remedy Exclusive................................................................................................... 10 7.04 No Additional Waiver Implied by One Waiver ............................................................ 10 7.05 Agreement to Pay Attorneys’ Fees and Expenses ........................................................ 10 7.06 Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Company ................................................................................................................................... 10 Section 8. Additional Provisions............................................................................................ 12 8.01 Notices and Demands ................................................................................................... 12 8.02 Counterparts .................................................................................................................. 12 8.03 Amendments ................................................................................................................. 12 8.04 Termination of Agreement ............................................................................................ 13 DEVELOPMENT AGREEMENT This Agreement is made and entered into as of this ________ day of ____________, 2026, by and between the Redevelopment Authority of the City of Superior, Wisconsin (the “Authority”) and Genesis Attachments, LLC, a Delaware limited liability company (the “Company”). R E C I T A L S: WHEREAS, the Authority and the City of Superior, Wisconsin (the “City”) have, pursuant to the authority granted in Wisconsin Statutes, Section 66.1333, adopted a Project Area Plan (the “Redevelopment Plan”) and desi gnated the boundaries of a Project Area (the “Project Area”) generally located on Connors Point within the City; and WHEREAS, through a series of transactions, the Company owns the Existing Property, as hereinafter defined, and has pr oposed to the Authority to acqui re property from the Authority adjacent to the Existing Property and to construct an approximately 50,000 square foot expansion of the Existing Facilities, as hereinafter de fined, for use in the Co mpany’s headquarters, manufacturing, warehousing, sales and engineering operations; and WHEREAS, the Authority has determined such expansion will promote and carry out the industrial development objectives of the City and provide ad ditional employment opportunities within the City. NOW, THEREFORE, in consideration of the promises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant, and agree with the other as follows: Section 1. Definitions, Exhi bits, Rules of Interpretation. 1.01 Definitions . In this Agreement, the following terms have the following respective meanings unless the context hereof clearly requires otherwise: “Additional Property” means th e real property described and depicted as the Additional Property on Exhibit A hereto. “Agreement” means this Development Agreement by and between the Authority and the Company, as the same may be from time to time amended. “Authority” means the Redevelopment Authority of the City of Superior, Wisconsin. “Certificate of Completion” means the certification, in the form of the Certificate attached as Exhibit B hereto, provided to the Company pursuant to Sectio n 4.03 of this Agreement and to be recorded by the Company, upon satisfactory completion of the Improvements. “City” means the City of Superior, Wisconsin. 2 “Closing Date” means the date upon which the Authority and the Company close on the sale of the Additional Property as provided in Section 3.01 which shall be a date mutually agreed to by the parties hereto and is anticipated to be on September 1, 2026. “Company” means Genesis Attachments, LLC, a Delaware limited liability company. “Construction Plans” means the construction plans for the Improvements to be performed by the Company on the Development Property pursuant to this Agreement. “Development Property” means the Existing Property and the Additional Property. “Easement” means the sanitary sewer easement described in Section 3.01 and as depicted in Exhibit E attached. “Existing Facilities” means the approximately 39,000 square foot manufacturing and office facility located on the Existing Property on the date of this Agreement. “Existing Property” means the real property described as the Existing Property on Exhibit A hereto. “Improvements” means each and all of the improvements specified and provided in the Construction Plans, but generally described as an approximately 50,000 square foot addition to the Existing Facilities to be constructed by the Company on the Development Property. “Project” means the Development Property and the Existing Facilities, as improved by the Improvements. “Schedule” means the schedule for the elements of the development contemplated by this Agreement, as set forth on Exhibit C. “Termination Date” means the earlier of the fo llowing: the date of the issuance of the Certificate of Completion of the Improvements; or the date this Agreement is terminated pursuant to Section 7.02C. “Transfer” has the meaning given in Section 5.03A. of this Agreement. “Unavoidable Delays” means delays, outside the control of the party claiming its occurrence, which are the direct result of st rikes, other labor troubl es, unusually severe or prolonged bad weather, acts of God, supply chain delays, fire or other casualty to the improvements being constructed, pandemic or epidemic, governmental order, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local government (other than the City) which directly results in delays. 1.02 Exhibits . The following exhibits are attached to and by reference made a part of this Agreement: 3 Exhibit A Legal Descriptions of the Exis ting Property, the Additional Property and the Development Property Exhibit B Form of Certificate of Completion Exhibit C Schedule Exhibit D Sources and Uses of Funds Exhibit E Depiction of Sewer Easement 1.03 Rules of Interpretation . A. This Agreement and the other agreemen ts executed by the parties in connection with the Additional Property, shall be interpreted in accordance with and governed by the laws of the State of Wisconsin. B. The words herein and hereof and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a w hole rather than any particular section or subdivision hereof. C. References herein to a part icular section or subdivision hereof are to the section or subdivision of this instrument as originally executed. D. Any titles of the several parts, articles a nd sections of this Agreement are inserted for convenience and reference only and shall be disregarded in c onstruing or interpreting any of its provisions. E. In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affe ct other provisions of this Agreem ent which can be given effect without the conflicting provisions, and to this end the provision of this Agreement are declared to be severable. Section 2. Representations and Warranties . 2.01 Representations and Warranties by the Authority . The Authority represents and warrants that: A. The Authority is a public body, corporate and politic, organized under the laws of Wisconsin. B. The Authority has the power to enter into this Agreement and carry out its obligations hereunder pursuant to the powers granted to it by the Wisconsin Constitution and State law. 2.02 Representations and Warranties by the Company . The Company represents and warrants that: A. The Company is a limited liability co mpany duly organized and in good standing under the laws of the State of Dela ware, is not in violation of a ny provisions of its Articles of Organization, its Bylaws and/or Member Control Agreement, or to the Company’s actual 4 knowledge, the laws of the State of Delaware, is duly qualified to do business in the State of Wisconsin, has power to enter into this Agreemen t and to perform its obligations hereunder, and has duly authorized the execution, delivery, and performance of this Agreement by proper corporate action. B. The Company will construct or cause the Improvements to be constructed in accordance with the terms of this Agreement. C. The Company will use commercially r easonable efforts to obtain, in a timely manner, all required permits, li censes and approvals, and to m eet, in a timely manner, all requirements of applicable local, state and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed. D. To the Company’s knowledge, 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 or limited by, or in conflict with or will result in a breach of, the te rms, conditions or provisions of any restriction of the Company, or any indebtedness, agreement or instrument of whatever nature to which the Company is now a party or by which it is bound, or will constitute a default under any of the foregoing. E. The Company expects that the cost for the purchase of the Additional Property ($159,500) and the construction of the Improvements will be a total of approximately $15,000,000. Section 3. Real Estate Transaction. 3.01 Conveyance . On the Closing Date, which is scheduled to be on or before September 1, 2026, unless otherwise agreed by the Parties, the Aut hority shall convey title and possession of the Additional Property to the Company under a quit claim deed (the “Deed”). The Authority shall convey the Additional Property “as is” as of the Closing Date and the Authority and the City make no warranty as to the condition of the Additional Property or its suitability for the purposes of the Company. The Company’s use of the De velopment Property for the Improvements shall be subject to all building and zoning laws and ordinances and all other local, state and federal laws and re gulations. The Company acknowledges and agrees to accept the Additional Property with a 20 foot wide Sanitary Sewer Easement in the current location of the sewer line, as depicted in Exhibit E attached hereto (the “Easement”) encumbering the Additional Property. 3.02 Conditions Precedent. A. The Authority’s obligation to convey the Additional Property to the Company shall be subject to satisfaction of the following conditions precedent: (i) The Company shall be in material compliance with all the terms and provisions of this Agreement; (ii) The Authority shall have appr oved the Construction Plans pursuant to Section 4.01 hereof; 5 (iii) The Company shall have obtained fr om the State of Wi sconsin a footings and foundation permit to construct the Improvements; and (iv) The Authority shall have acqui red from the City the portion of the Additional Property owned by the City. The Company agrees that if, upon the Closing Date, the conditions precedent provided hereinabove are not satisfied, the Authorit y shall have no obligation under this Agreement to convey the Additional Property to the Company. B. The Company’s obligation to acquire th e Additional Property and to construct the Improvements shall be subject to satisfaction of the following conditions precedent: (i) The Authority shall have approve d the Construction Plans pursuant to Section 4.01 hereof; and (ii) The Company shall have obtained a title insurance commitment for the Additional Property in form and substance satisfactory to the Company; and (iii) The Company shall have obtai ned an environmental report on the Development Property in form and substance satisfactory to the Company. The Authority agrees that if, upon the Closing Date, the conditions precedent provided in this Section 3.02B. are not satisfied, the Company sha ll have no obligation unde r this Agreement to acquire the Development Property from the Authority. 3.03 Purchase Price. On the Closing Date, the Co mpany shall pay the Authority $159,500 as the purchase price for the Authority’s interest in the Additional Property; such amount being the fair market value of the Additional Pr operty. Unless otherwise mutually agreed by the Authority and the Company, the closing shall be on a mail-in basis made at the office of the Title Company in the Duluth/Superior area. The Deed shall be promptly recorded. The Company shall pay all costs in connection with the closing on the purchase of the Additional Property and the recording of the Deed, including transfer tax and recording fee. 3.04 Title . Other than granting the Easement to the City, the Authority shall not further encumber title, or fail to take any necessary actions to prevent encumbrance of title, to the Additional Property before the time at which the Deed is delivered to the Company. The Authority shall assist the Company in obtaining a title insurance policy on the Additional Property at Company’s expense and shall execute the Seller’s Affidavit and FIRPTA certificate required by the Title Company. Upon delivery of the Deed to th e Company pursuant to this Section, all responsibilities and liabilities whatsoever with respect to title to the Additional Property shall from and after such date be the sole responsibility of the Company. Section 4. Construction of Improvements. 4.01 Construction Plans. Prior to the Closing Date, the Company shall submit to the Authority the plans for the constr uction of the Improvements. Such plans include the following: 6 (a) site plans; (b) floor plans; and (c) elevations (the “Construction Plans”), and shall provide for the construction of an approximately 50,000 square foot addition to the Existing Facilities and related parking. The Company agrees that it will construct the Improvements on the Development Property in substantial conforma nce with the Construction Plans. The Company agrees that the scope and scale of the Improvements to be constructed shall not be significantly less than the scope and scale of the Improvements as detailed and outlined in the Construction Plans. 4.02 Commencement and Completion of Construction. The Company shall use its best efforts to provide a preliminary design plan to the Authority by November 1, 2026 for review by the Authority. Subject to Unavoidable Delays, the Company shall use its best efforts to commence construction on the improvements: (a) by February 1, 2027, or (b) on such other dates as the parties shall mutually agree in writing. Subject to Unav oidable Delays, the Company shall use its best efforts to attempt to substantially complete the construction of the improvement prior to February 1, 2028. The Company agrees for itself and every successor in interest to the Development Property, or any part thereof, that the Company, and such successors and assigns, shall promptly begin and diligently prosecute to completion construction of the Improvements thereon. 4.03 Certificate of Completion . Promptly after completion of the Improvements in accordance with the provisions of this Agreement, the Authority will furnish the Company with a recordable Certificate of Completion, in substan tially the form set forth in Exhibit B attached hereto. Such Certificate of Co mpletion shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Company, and its successors and assigns, to construct the Improvements and shall be recorded by the Company. The Authority reserves the right to issue the Certificat e of Completion if the Improvements are completed, except for items which cannot be completed due to weather or other causes beyond the control of the Company, and th e Authority and the Company enter into an escrow agreement to assure full completion of the Improvements. Section 5. Insurance; Transfer; Indemnification. 5.01 Insurance . A. The Company will provide and maintain (o r cause to be maintained) at all times during the process of construction of the Improvements an “All Risk Broad Form Basis” insurance policy and from time to time duri ng that period at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder’s risk insurance, written on the so-called “Builder’s Risk -- Completed Value Basis,” in an amount equa l to 100% of the insurable value of the Improvements at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy; and (ii) Comprehensive general liabil ity insurance (inc luding operations, contingent liability, operations of subcontra ctors, completed operations and contractual liability insurance) together with an Owner’s Protective Liability Policy with limits against 7 injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits an umbrella excess liability policy may be used). The Authority shall be listed as an additional insured on the policy. B. All insurance required by this Section shall be taken out and maintained in responsible insurance companies selected by the Company which are authorized under the laws of the State of Wisconsin to assu me the risks covered thereby. Upon request, the Company will deposit annually with the Authority copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. In lieu of separate policies, the Company may maintain a single policy, blanket or umbrella policy, or a combination thereof, having the coverage required herein, in which event the Company shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Improvements. C. No policy of insurance shall be so wr itten that the proceeds thereof will produce less than the minimum coverage required he reby, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by the Authority. All policies evidencing insurance required by this subparagraph with respect to the Improvements shall be carried in the names of the Company, the Authority and the holder of any Mortgage, as their respective interests may appear. D. The Company and the Authority agree that all of the insurance provisions set forth in this Section shall terminate as of the Termination Date. 5.02 Representation as to Development . The Company represents and agrees that its undertakings with respect to the Additional Proper ty pursuant to the Agr eement are and will be used for the purpose of construction and use of the Improvements and not for speculation in land holding. 5.03 Prohibitions Against Transfer of Additional Property and Assignment of Agreement. The Company represents and agrees as follows: A. Except only by way of security for the purposes of obtaining financing necessary to enable the Company or any successor in interest to the Additional Property, or any part thereof, to perform its obligations with respect to making the Improvements under this Agreement, and any other purpose authorized by the Agreement, the Company (except as so authorized) has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment or conveyance, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Additional Property or any part thereof or any interest therein, or any contract or agreement to do any of the same (collectively, a “Transfer”), to any person or entity, without the prior written approval of the Authority. Any such Transfer shall be subject to the provisions of this Agreement; provided, howeve r, the Authority will, at the request of a first mortgage lender, subordinate the Company’s obligation to obtain such consent under this Section 5.03A pursuant to a subordination agreement reasonably acceptable to the Authority and such lender. This restriction on Transfer shall terminate upon the Authority’s issuance of the Certificate of Completion. 8 B. In the event the Company upon a Transfer seeks to assign its rights and obligations under this Agreement as to the portions of the Additional Property that are transferred or assigned, the Authority shall be entitled to require, except as otherwise pr ovided in the Agreement, as conditions to any such approval or release that: (i) Any proposed transferee shall have the qualifications, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Company. The criteria to be considered by the Authority in determining the qualifications for any proposed transferee shall be such transferee’s ability to complete construction of the Improvements. (ii) Any proposed transferee, by instru ment in writing satisfactory to the Authority in form recordable among the land records, shall, for itself and its successors and assigns, expressly assume all of the obligations of the Company under this Agreement as to the portion of the Additional Property subject to the Transfer and agree to be subject to all the conditions and restrictions to whic h the Company is subject as to such portion; unless the Company agrees to continue to fu lfill those obligations, in which case the provisions of Section 5.03A. shall not apply. (iii) There shall be submitted to the Authority for review and prior written approval all instruments and ot her legal documents involved in effecting the Transfer of any interest in this Agreement or the Additional Property. (iv) In the absence of a specific wr itten agreement by the Authority to the contrary, no such Transfer or approval by the Authority thereof shall be deemed to relieve the Company or any other part y bound in any way by this Ag reement or otherwise with respect to the construction of the Improvements or from any of its obligations with respect thereto. C. In the event the foregoing conditions are satisfied, then the Company shall be released from its obligations under this Agreemen t as to the portion of th e Additional Property subject to the Transfer. 5.04 Release and Indemnification Covenants . A. The Company releases from and covenant s and agrees that the Authority and the City and their governing body members, officers, agents, including their independent contractors, consultants and legal counsel, serv ants and employees (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to the Additional Property and the Improvement or any injury to or death of any person resulting from any defect in the Project. B. Except for any willful misrepresentat ion, or any willful or wanton misconduct of the Indemnified Parties, the Company agrees to protect and defend the Indemnified Parties now and forever and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions cont emplated hereby or the acquisition, construction, 9 installation, ownership, and operation of the Project, provided th at this indemnification shall not apply to the warranties made or obligations undertaken by the Authority in this Agreement. C. The Authority and the Inde mnified Parties shall not be liable for any damage or injury to the persons or property of the Company or its officers, agents, servants, or employees or any other person who may be about the Development Property or the Improvements due to any act of negligence of any person; provided, that nothing contained herein shall be interpreted to alter the liability of the Authority or Indemnified Part ies for any damage or injury to the persons or property of the Company or its officers, agents, contractors, or employees or any other person who may be about the Development Property or the Improvements caused by any act of negligence of the Authority or the Indemnified Parties. Section 6. [Intentionally Omitted] Section 7. Events of Default. 7.01 Events of Default Defined . The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is us ed in this Agreement, any one or more of the following events: A. Failure of the Authority or the Company to proceed to close on the Additional Property after compliance with or the occurrence of all conditions precedent to closing. B. Failure by the Company to commence and complete construction of the Improvements pursuant to the terms, conditions, and limitations of Section 4. C. Failure by the Company to timely pay the real estate taxes on the Project. D. Failure by either party to observe or perform any covenant, condition, obligation or agreement on their part to be observed or performed under this Agreement. 7.02 Remedies on Default . Whenever any Event of Default referred to in Section 7.01 of this Agreement occurs, the non-defaulting part y may take any one or more of the following actions after provision of thirty (30) days’ written notice by th e non-defaulting party to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days or if th e Event of Default cannot be cure d within thirty (30) days, the defaulting party does not provide assurances to the non-defaulting party reasonably satisfactory to the non-defaulting party that the Event of Default will be cured as soon as reasonably possible: A. Suspend its performance under the Agreem ent, including refusing to close on the Additional Property until the non-defaulting party rece ives assurances from the defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure its default and continue its performance under the Agreement. B. The Authority may withhold the Certific ate of Completion, but only so long as an Event of Default has not been cured. 10 C. Terminate or rescind this Agreement. D. Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non-defaulting party to enforce performance and observance of any obligations or covenant of th e defaulting party under this Agr eement; provided that nothing contained herein shall give the Authority the right to rescind th is Agreement or reacquire the Property once the Company has started construction of the Improvements. 7.03 No Remedy Exclusive . No remedy herein conferre d upon or reserved herein is intended to be exclusive of an y other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in ad dition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 7.04 No Additional Waiver Implied by One Waiver . In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particul ar breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 7.05 Agreement to Pay Attorneys’ Fees and Expenses . Whenever any Event of Default occurs and the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the en forcement or performance or observance of any obligation or agreement on the part of the Company herein contained, the Company agrees that it shall, on demand therefore, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by th e Authority; provided that if a la wsuit or other civil actions is instituted between the Parties, the Party which does not prevail shall pay to the prevailing Party the reasonable fees of attorneys and other expens es so incurred by the prevailing Party and if the Authority is not the prevailing Party in such a lawsuit or action the Authority shall have no claim under this Section. 7.06 Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Company. In the event that subsequent to conveyance of the Additional Property to the Company and prior to receipt by the Co mpany of the Certificate of Completion, the Company, subject to Unavoidable Delays, shall fail to begin construction of the (i) Improvements in conformity with this Agreement and such failure to begin construction is not cured within ninety (90) days after written notice fr om the Authority to the Company to do so; or (ii) the Company shall fail to commence construc tion by January 2, 2027 for any reas on, then the Authority shall have the right to re-enter and take possession of the Additional Property and to terminate and revest in the Authority the esta te conveyed by the Deed to the Company, it bei ng the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Additional Property to the Company shall be made upon a condition subsequent to the effect that upon the occurrence and during the continuance of any Even t of Default on the part of the Company and failure on the part of the Company to remedy, end, or abrogate such Event of Default within the period and in the manner stated herein, or as otherwise agreed in writing by the parties, the Authority at its option may declare a termination in favor of the Authority of the title, and of all 11 the rights and interests in and to the Additional Property conveyed to the Company, and that such title and all rights and interests of the Company, and any assigns or successors in interest to and in the Additional Property, sha ll revert to the Authority, but only if an event stated in this Section 7.06 has not been cured within the time period provided above, or if the event cannot be cured within such time period, the Company does not pr ovide reasonable assurances to the Authority that the event will be cured as soon as reasonably possible. Upon such revesting, at the request of the Authority, the Company shall execute and deliver a quit claim deed to the Authority for the Additional Property. Upon revesting of the Additional Property and upon all liens and encumbrances being removed and upon the Company provi ding a quit claim deed to the Authority for the Additional Property, the Authority will return the purchase price of the Additional Property less the costs incurred by the Authority for the sale of the Property to the Company and the costs in connection of such revesting of title and other fees and expenses described in Section 7.05 hereof. Notwithstanding anything to the contrary contained in this Section 7.06 of this Agreement, the Authority shall have no right to reenter or retake title to and possession of the Additional Property if the Certificate of Completion for the Improvements has been issued. 12 Section 8. Additional Provisions . 8.01 Notices and Demands . Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to the others shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and A. In the case of the Company, is addressed or delivered personally to: Genesis Attachments, LLC Attn: David Palvere, General Manager 1000 Genesis Drive Superior, WI 54880 With a copy to: _________________________ _________________________ _________________________ B. In the case of the Authority, is addressed to or delivered personally to the following: Redevelopment Authority of the City of Superior 1316 North 14th Street Superior, Wisconsin 54880 Attention: Executive Director With a copy to: Robert E. Toftey Mia Thibodeau Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, MN 55802 at such other addresses as either party may, from time to time, designate in writing and forward to the other as provided in this Section. 8.02 Counterparts . This Agreement is executed in any number of counterparts, each of which shall constitute one and the same instrument. 8.03 Amendments . Neither this Agreement, nor any other document to which the Company and the Authority are a party, relating to the development co ntemplated by this Agreement, may be effectively amended, change d, modified, altered or terminated, except upon the written agreement of the Authority and the Company. 13 8.04 Termination of Agreement . This Development Agreement shall terminate on the Termination Date. Except for the provisions of Section 5.04, the Company shall have no obligation under this Agreement after the Termination Date. Notwithstanding such termination, the Authority shall still be obligated to issue the Certificate of Completion as provided in Section 4.03 above, within ten (10) days of the Company’s written request. [balance of page left blank intentionally] 14 IN WITNESS WHEREOF, the Authority has caus ed this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Company has caused this Agreement to be executed in its name and behalf, on or as of the date first above written. REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR, WISCONSIN B y Chairman B y Executive Director 15 GENESIS ATTACHMENTS, LLC B y Its EXHIBIT A Exiting Property Additional Property Lot 1 of Certified Survey Map 164 4 recorded in the Office of the Douglas County Register of Deeds on February 17, 2026, as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin. Depiction of Additional Property EXHIBIT B CERTIFICATE OF COMPLETION AND TERMINATION WHEREAS, by a Development Agreemen t (the “Agreement”) dated as of ____________, 2026, entered into by and between the Redevelopm ent Authority of the City of Superior, Wisconsin (the “Authority”) and Genesis Attachment, LLC (the “Company”), the Company has developed the real property (the “Site”) descri bed on the attached Exhibit A, by constructing or causing to be constructed, the improvements thereon according to the terms and conditions of the Agreement; WHEREAS, pursuant to the Agreement, promptly after completion of all work of construction to be completed by the Company upon the Site, the Authority shall furnish the Company with a Certificate of Completion up on written request therefore by the Company; WHEREAS, the issuance by the Authority of the Certificate of Completion shall be conclusive evidence that the Company has complie d with the terms of the Agreement pertaining to construction of the Improvements on the Site and that the Agreement has terminated; WHEREAS, the Company has requested that th e Authority furnish the Company with this Certificate of Completion; and WHEREAS, the Authority has conclusively de termined that the work of construction of the Improvements on the Site as required by the Agreement has been satisfactorily completed. NOW, THEREFORE, be it resolved: 1. As provided in the Agreement, the Aut hority does hereby certify that construction of the Improvements on the Site has been full y and satisfactorily perfo rmed and completed, and that such construction work is in full compli ance with the terms, provisions, and conditions established in the Agreement. 2. The Agreement is therefore terminated and of no further force and effect, and all rights duties, obligations, and lia bilities of the Authority and the Company thereunder regarding initial construction of the Improvements shall cease to exist. Any continuing and existing rights, duties, obligations, and liabilities which expressly survive the termination of the Agreement shall continue to remain in force and effect. 3. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Company to any holder of a mortga ge, or any insurer of a mortgage, securing money loaned to finance the work of construction and development of the improvements on the Site, or any part thereof. Th is Certificate of Completion is not a notice of completion as referenced in Wisconsin Statutes. IN WITNESS WHEREOF, the Authority has executed this Certificate of Completion as of this ______ day of ______________, 202___. REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR, WISCONSIN B y Its Chair B y Its Executive Director STATE OF WISCONSIN ) ) ss. COUNTY OF DOUGLAS ) On the ____ day of __________________, 202__, before me, a notary public, personally appeared _______________________________ and ____________________________, the Chair and Executive Director, respectively, of the REDEVELOPMENT AUTHORITY OF THE CITY OF SUPERIOR, WISCONSIN, who acknowledge d that he or she ex ecuted the foregoing instrument on behalf of the Authority. _____________________________________ Notary Public ACCEPTED BY: GENESIS ATTACHMENT, LLC B y Its________________________________ STATE OF WISCONSIN ) ) ss. COUNTY OF DOUGLAS ) On the _____ day of _________________, 202___, before me, a notary public, personally appeared _______________________, the _______________________, of GENESIS ATTACHMENTS, LLC, a Delawa re limited liability compa ny, who acknowledged that he executed the foregoing instrument on behalf of the company. _____________________________________ Notary Public EXHIBIT A TO CERTIFICATE OF COMPLETION Legal Description Lot 1 of Certified Survey Map 164 4 recorded in the Office of the Douglas County Register of Deeds on February 17, 2026, as Document Number 953810 and located in part of Government Lot 3 in Section 11, Township 49 North, Range 14 West, City of Superior, Douglas County, Wisconsin. EXHIBIT C SCHEDULE Agreement Reference Activity Required Date Section 3.01 Authority delivers Deed September 1, 2026 Section 4.01 Construction Plans Approved By September 1, 2026 Section 4.02 Company commences construction of Improvements By November 1, 2026 Section 4.02 Completion of Im provements December 31, 2027 Section 4.03 Authority signs Certificate of Completion January 2028 EXHIBIT D SOURCES AND USES OF FUNDS FOR PROJECT Sources Bank Loan $_________ Equity $_________ TOTAL $_________ Uses Purchase Price of Additional Property $159,500 Construction of Improvements $_________ TOTAL $_________ EXHIBIT E SANITARY SEWER EASEMENT