City Council

PRE-DEVELOPMENT AGREEMENT This PRE-DEVELOPMENT AGREEMENT (this “Agreement”) is entered into effective as of the ______day of February, 2025 (“Effective Date”), by and between the City of Menomonie, a Wisconsin municipal corporation located in Dunn County, Wisconsin (the “City”), and Balloonist, LLC, a Delaware limited liability company (the “Developer”) for property in Dunn County (the “Property”). The City and the Developer may be referred to individually as a “Party” and collective as the “Parties”. RECITALS WHEREAS, the Developer is contemplating the development of the Property in accordance with the applicable state, county and municipal laws; and WHEREAS, the City agrees to timely review the conceptual plans and applications associated with the potential development of the Property, including the Property’s possible annexation and re-zoning, without expense to the City’s taxpayers if the project fails to move forward; and WHEREAS, the Developer has indicated that it would not undertake the project without certain public improvements and incentives, which the City and the Developer are considering and negotiating. AGREEMENT NOW, THEREFORE, in consideration of the following covenants, the Parties agree as follows: 1. Recitals. The terms and provisions of the above recitals are hereby incorporated by reference. 2. Development Applications and Plans; Reimbursement of Costs. a. The Developer plans to, either directly or indirectly through the existing Property owners, submit a petition for annexation, an application to rezone the Property, as well as other petitions and applications for the development of the Property, and continue the negotiation of potential agreements governing the project with the City (collectively, the “Development Applications”). The City plans to explore the possible amendments to its Tax Incremental Financing District # 18 (“TID”) in order to fund public improvements and incentives for the project. b. The Developer hereby understands and agrees to reimburse the City for certain, specific costs incurred by the City relating to the Development Applications and the amendments to the TID. Attached as Exhibit A is a list of anticipated costs and expenses to be incurred in connection with the Development Applications and the TID (collectively, the “Costs”). The Costs for potential reimbursement by the Developer to the City under the terms of this Agreement shall not exceed $200,000.00 (the “Maximum Amount”). In other words, the maximum amount of Costs the Developer may have to pay under the terms of this Agreement shall not exceed the Maximum Amount of $200,000.00. To the extent the City incurs Costs in excess of the Maximum Amount or expenses outside of the scope of the Costs (and the Parties to this Agreement do not subsequently negotiate an agreement requiring the Developer to pay such costs), then the City must pay for such expenses without reimbursement from the Developer. The Costs shall not include charges for time spent by City employees working on the Development Applications or amendment of the QB\93229959.6  TID. The Cost shall not include the City attorney’s time negotiation a TID Development Agreement, but may include other legal expenses related to the Development Applications. c. In connection with the negotiation and performance of this Agreement, the City represents, warrants, and covenants that it has complied and will continue to comply with all applicable anti-corruption laws, rules, and regulations, including by using any funds provided by the Developer. Said funds shall be used solely for the purposes stated in Exhibit A and not in any way, directly or indirectly, that would constitute a violation of any applicable anti- corruption laws. 3. Deposit. Upon execution of this Agreement, the Developer shall deposit One Hundred Thousand Dollars ($100,000.00) (“Deposit”) with the City Treasurer to pay for the Costs. If at any time the Deposit becomes insufficient to pay for the Costs incurred by the City, the City shall provide written demand to the Developer, in accordance with Section 7, for additional funds which the Developer shall deposit, not more frequently than monthly, in amounts of approximately Fifty Thousand Dollars $50,000.00 (each an “Additional Deposit”), but only up to and not exceeding the Maximum Amount. Should the Developer terminate the Agreement, the City shall remit any portion of the Deposit or Additional Deposit(s) that remains unexpended after paying any and all outstanding invoices for the Costs. 4. Invoices. The City shall submit invoices related to the Costs on a monthly basis to the Developer for the reimbursement of eligible Costs from the Deposit. All of the City invoices must include sufficient detail and supporting documentation to substantiate all fees and expenses charged to the Developer. The Developer shall have fifteen (15) days from receipt of invoices for the Costs to identify any discrepancies or non-reimbursable Costs and provide notice to the City of such disputed amounts (“Notice of Disputed Costs”). The City shall have fifteen (15) days upon receiving such Notice of Disputed Costs to correct any discrepancy, submit additional information, or remove such disputed Costs from the invoice. Failure to timely respond to a Notice of Disputed Costs may result in the delay of reimbursement or non-payment of the Costs identified in the Notice of Disputed Costs. If there is no Notice of Disputed Costs given to the City by the Developer within fifteen (15) days from receipt of invoices for the Costs, the City may reimburse itself for the Costs from the Deposit or from an Additional Deposit if applicable. 5. Performance Subject to Required Government Approvals and Government Action. The Developer acknowledges that the various undertakings of the Developer in relation to the project require approval of the City’s Plan Commission, the City’s Common Council, and the Joint Review Board. The Developer understands the City cannot assure that all such approvals will be obtained and the Parties agree this Agreement does not obligate the City to approve annexation of the Property, rezoning of the Property, amendments to the TID, a water and sewer agreement, or a TID development agreement. 6. Termination. The Parties agree this Agreement shall either, (i) terminate upon the execution of a tax increment financing development agreement or (ii) be terminated by the Developer, it its sole and absolute discretion, upon providing the City notice of such termination (“Termination”). The City shall provide, within thirty (30) days of Termination, a final invoice for those Costs incurred prior to the Termination of this Agreement, which may be disputed in accordance with Section 4. Within sixty (60) days of Termination under this Section 6, the Developer shall reimburse the City’s Costs up to the Maximum Amount. QB\93229959.6  7. Notices. All notices and communications given pursuant to this Agreement shall be in writing and shall be (a) mailed first class, United States mail, postage prepaid, certified with return receipt requested, and addressed to the Parties as listed below, or (b) by electronic mail with a copy being sent first class, United States mail, postage prepaid, certified with return receipt requested. If the notice is given by mail or electronic mail, the notice shall be deemed to have been given on the second Business Day after the notice is deposited in the United States mail, properly addressed to the Party, with postage prepaid. to the City: City of Menomonie Attn: Eric Atkinson 800 Wilson Avenue Menomonie, WI 54751 atkinsone@menomonie-wi.gov with a copy to: Weld Riley, S.C. Attn: Benjamin D. Ludeman P.O. Box 1030 Eau Claire, WI 54702-1030 bludeman@weldriley.com to the Developer: Balloonist, LLC c/o Quarles & Brady LLP Attn: Douglas Buck 33 E. Main Street, Suite 900 Madison, WI 53703 Douglas.Buck@quarles.com 8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter contained in this Agreement. 9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. 10. Governing Law. This Agreement is made and executed under and in all respects is to be governed and construed by the laws of the State of Wisconsin without regard or application of any choice of law doctrines or principles. [SIGNATURE PAGE FOLLOWS] QB\93229959.6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above. CITY: City of Menomonie, a Wisconsin municipal corporation By: Name: Title: Attest: By: Name: Title: DEVELOPER: Balloonist, LLC, a Delaware limited liability company By: Name: Title: QB\93229959.6  EXHIBIT A Annexation Application Review Rezoning Application Review TID #18 Amendment Preparation or Creation of New TID and Project Plan Water and Sewer Agreement Preparation/Review TID Development Agreement Preparation/Review Site Plan Review Stormwater Management Plan Review Traffic Impact Analysis Review Corporate Boundary Revision QB\93229959.6