CITY of GLENDALE 2200 W. Bender Rd Richard E. Maslowski Community Park David Hobbs Honda for the People Community Room Glendale, Wisconsin 53209

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CITY OF GLENDALE 2200 W. Bender Rd Richard E. Maslowski Community Park David Hobbs Honda for the People Community Room Glendale, Wisconsin 53209

AGENDA—COMMON COUNCIL MEETING

Monday, June 24, 2019 6:00 p.m. 1. Roll Call and Pledge of Allegiance.

2. Public Hearing for the Discontinuing of Portion of Rights-of-Way Located at Bayshore Town Center, 5800 North Bayshore Drive, Glendale, WI. a) Order Discontinuing Streets—5800 North Bayshore Drive, Glendale, WI. b) Utility Easement Agreement—Bayshore Shopping Center Property Owner, LLC.

3. Public Comment. Glendale residents, business owners and property owners are invited to speak to the Council on items that are not on the agenda and are within the City's ability to regulate or control.

4. Consent Agenda: a) Adoption of Minutes of Meeting held on June 10, 2019. b) Receipt of Monthly Departmental Reports. c) Applications for Used Car Dealer and Secondhand/Pawnbrokers Licenses. d) Payment 1 to MUDTeCH, LLC for work completed on the Bender Trail—Oak Leaf Trail Connection Project.

5. Unfinished Business: (The public may speak to the Council prior to the beginning of deliberations on these items, provided they have notified their respective Alderperson or the Mayor in advance of this meeting). a) Review and Approval of the Tax Incremental Financing District #8 Project Plan Amendment #2. b) Recommendation to the Joint Review Board to extend the Tax Incremental Financing District #8 life for Four Years. c) Recommendation to the Joint Review Board to extend the Tax Incremental Financing District #8 to expand the boundaries of the TIF to include the entire Bayshore Town Center property. d) Review and Approval of the Development Agreement between the City of Glendale and Bayshore Shopping Center Property Owner, LLC. e) Review and Approval of the 2020-2024 Five-year Capital Improvement Program. f) Legislative & Judiciary Committee Report and Recommendation on the 2019-2020 Renewal Applications for Liquor, Beer, and Wine Licenses. g) Resolution Assessing Glendale Yards Street Design Costs and Termination of Development Agreement. 6. New Business: (The public may speak to the Council prior to the beginning of deliberations on these items, provided they have notified their respective Alderperson or the Mayor in advance of this meeting). a) Resolution Designating the Public Depositories for the City of Glendale and Glendale Water Utility, Authorizing Withdrawal of City and Utility Funds of the City of Glendale b) Compliance Maintenance Annual Report and Glendale Resolution, authorizing the filing of the Compliance Maintenance Annual Report with the Wisconsin Department of Natural Resource. c) Intergovernmental Cooperation Agreement with MMSD regarding the Sanitary Sewer Design and Construction—River Edge Subdivision. d) Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District. e) Ordinance Amending Title 6, Chapter 2, Section 3(f)(3) Pertaining to Deposits; Repealing Title 15, Chapter 1, Section 43. f) Ordinance Amending Schedule J of Title 10, Chapter 1, Section 26, Pertaining to Parking Prohibited on the North Side of West Civic Drive from North Green Bay Avenue to a point 240 feet easterly thereof. g) Ordinance Amending Title 2, Chapter 1, Section 2, Pertaining to the Official Paper of the City of Glendale. h) Ordinance Amending Title 6, Chapter 4, Section 1; Amending Title 6, Chapter 4, Section 2; Amending Title 6, Chapter 4, Section 3; Amending Title 6, Chapter 4, Section 4; Amending Title 6, Chapter 4, Section 5; Amending Title 6, Chapter 4, Section 6; Repealing Title 6, Chapter 4, Section 11; and Amending Title 6, Chapter 4, Section 12 of the Glendale Code Pertaining to Trees and Shrubs.

7. Commission, Committee, Board Reports: (This is an Opportunity for Council Members to Report on their Respective Committees, Commissions, Boards of which they serve as a Member.)

8. The Common Council will convene in Closed Session per Wis. Stats. §19.85(1)(g) Conferring with legal counsel for the governmental body who is rendering oral or written advice concerning strategy to be adopted by the body with respect to litigation in which it is or is likely to become involved (Juvenile Detention Center), and Wis. Stats. §19.85(1)(e) for deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session (Glendale Chamber of Commerce, North Shore Library Agreement).

9. Possible Action on Closed Session Items.

10. Adjournment.

– Upon reasonable notice, efforts will be made to accommodate the needs of disabled individuals. STATE OF WISCONSIN :: CITY OF GLENDALE :: MILWAUKEE COUNTY

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * NOTICE OF PUBLIC HEARING

TO DISCONTINUE PORTIONS OF RIGHTS OF WAY

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TO WHOM IT MAY CONCERN:

PLEASE TAKE NOTICE that the City of Glendale Common Council will hold a Public Hearing at the David Hobbs Honda for the People Community Room at the Richard E. Maslowski Community Park at 2200 W. Bender Road, in said City at 6:00 p.m., Monday, June 24, 2019, to consider a request vacate public way as described below.

The land to be considered for vacating is legally described as follows:

A parcel of land, being a portion of Government Lots 3 and 4, together with a portion of Parcel 2 of Certified Survey Map o. 2778, together with a portion of Parcel 2 of Certified Survey Map No. 3329, all lying in the Southeast 1/4 of Section 29, Town 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, said parcel being more fully described as follows:

Commencing at the Southwest corner of said Southeast 1/4; thence North 00°28’27” West along the West line of said Southeast 1/4, 828.14 feet to a point on the South line of the North 15 acres of aforesaid Government Lot 4; thence North 89°35’33” East along said South line, 394.11 feet to the Point of Beginning of the herein described parcel; thence North 05°24’37” East, 312.56 feet to a point of curve to the left having a radius of 14.50 feet; thence Northwesterly along said curve to the left, having a chord 20.50 feet in length bearing North 39°33’34” West, an arc length of 22.76 feet to a point of tangency; thence North 84°31’45” West, 126.72 feet to a point; thence South 05°28’5” West, 1.00 feet to a point; thence North 84°31’45” West, 168.10 feet to a point of curve to the left having a radius of 50.80 feet; thence Southwesterly along said curve to the left, having a chord 48.73 feet in length bearing South 66°48’44” West, an arc length of 50.82 feet to a point on the Easterly line of North Port Washington Road, said point lying on a non-tangent curve to the right having a radius of 507.96 feet; thence Northeasterly along said Easterly line and curve to the right, having a chord 72.18 feet in length bearing North 14°58’00” East, an arc length of 72.24 feet to a point on a non-tangent curve to the left having a radius of 22.60 feet; thence Southeasterly along said curve to the left, having a chord 32.12 feet in length bearing South 39°15’07” East, an arc length of 35.72 feet to a point of tangency; thence South 84°31’45” East, 176.35 feet to a point; thence South 05°28’15” West, 1.00 feet to a point; thence South 84°31’45” East, 237.56 feet to a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°27’45” East, an arc length of 22.78 feet to a point of tangency; thence North 05°27’15” East, 349.12 feet to a point of curve to the left having a radius of 24.50 feet; thence Northwesterly along said curve to the left, having a chord 34.63 feet in length bearing North 39°31’02” West, an arc length of 38.46 feet to a point of tangency; thence North 84°29’20” West, 259.45 feet to a point of curve to the left having a radius of 24.50 feet; thence Southwesterly along said curve to the left, having a chord 12.41 feet in length bearing South 80°50’33” West, an arc length of 12.54 feet to a point on the aforesaid Easterly line of North Port Washington Road; thence North 30°02’33” East along said Easterly line, 3.75 feet to a point of curve to the right having a radius of 2741.32 feet; thence Northeasterly along said Easterly line and curve to the right, having a chord 58.94 feet in length bearing North 30°39’31” East, an arc length of 58.94 feet to a point on a non-tangent curve to the left having a radius of 31.70 feet; thence Southeasterly along said curve to the left, having a chord 37.18 feet in length bearing South 48°39’26” East, an arc length of 39.72 feet to a point of tangency; thence South 84°33’24” East, 69.98 feet to a point; thence South 72°24’06” East, 42.69 feet to a point; thence South 84°29’20” East, 102.92 feet to a point of curve to the left having a radius of 24.50 feet; thence Northeasterly along said curve to the left, having a chord 34.67 feet in length bearing North 50°28’58” East, an arc length of 38.51 feet to a point of tangency; thence North 05°27’15” East, 376.04 feet to a point; thence South 84°39’40” East, 136.16 feet to a point; thence North 05°20’20” East, 243.52 feet to a point; thence North 84°08’48” West, 53.66 feet to a point of curve to the left having a radius of 42.00 feet; thence Southwesterly along said curve to the left, having a chord 33.37 feet in length bearing South 72°26’39” West, an arc length of 34.32 feet to a point on the aforesaid Easterly line of North Port Washington Road, said point lying on a non-tangent curve to the left having a radius of 2130.74 feet; thence Northeasterly along said Easterly line and curve to the left, having a chord 38.07 feet in length bearing North 27°31’24”‘ East, an arc length of 38.07 feet to a point; thence North 36°16’37” East, 18.25 feet to a point; thence North 89°26’33” East, 108.88 feet to a point; thence South 05°52’07” West, 29.85 feet to a point; thence North 84°20’58” West, 15.12 feet to a point; thence South 05°20’20” West, 129.20 feet to a point; thence South 33°38’45” West, 21.62 feet to a point; thence South 05°20’20” West, 137.08 feet to a point; thence North 84°39’40” West, 135.21 feet to a point; thence South 05°27’15” West, 775.25 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.50 feet in length bearing South 39°32’15” East, an arc length of 22.77 feet to a point of tangency; thence South 84°31’45” East, 4.32 feet to a point of curve to the right, having a radius of 92.50 feet; thence Southeasterly along said curve to the right, having a chord 130.78 feet in length bearing South 39°32’42” East, an arc length of 145.25 feet to a point of tangency; thence South 05°26’21” West, 189.18 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.52 feet in length bearing South 39°35’52” East, an arc length of 22.80 feet to a point of tangency; thence South 84°38’05” East, 368.97 feet to a point a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21’17” East, an arc length of 22.78 feet to a point of tangency; thence North 05°20’40” East, 320.19 feet to a point; thence South 84°34’30” East, 24.05 feet to a point; thence South 05°25’26” West, 32.50 feet to a point; thence South 05°20’40” West, 287.67 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38’43” East, an arc length of 22.77 feet to point of tangency; thence South 84°38’05” East, 10.96 feet to a point; thence South 83°00’53” East, 94.04 feet to a point; thence South 84°37’20” East, 80.24 feet to a point of curve to the left having a radius of 29.50 feet; thence Northeasterly along said curve to the left, having a chord 29.50 feet in length bearing North 65°22’33” East, an arc length of 30.89 feet to a point on the Westerly line of North Lydell Avenue; thence South 00°18’39” East along said Westerly line, 50.22 feet to a point on a non-tangent curve to the left having a radius of 29.50 feet; thence Northwesterly along said curve to the left, having a chord 24.55 feet in length bearing North 60°01’46” West, an arc length of 25.32 feet to a point of tangency; thence North 84°37’20” West, 88.79 feet to a point; thence North 83°00’53” West, 94.03 feet to a point; thence North 84°38’05” West, 432.58 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.54 feet in length bearing South 50°32’23” West, an arc length of 22.83 feet to a point of tangency; thence South 05°26’21” West, 403.81 feet to a point of curve to the left having a radius of 53.50 feet; thence Southeasterly along said curve to the left, having a chord 26.57 feet in length bearing South 08°56’18” East, an arc length of 26.85 feet to a point of tangency; thence South 23°18’58” East, 117.55 feet to a point on the west line of North Mohawk Avenue; thence South 00°19’46” East, along said west line 58.90 feet to a point; thence North 23°18’58” West, 171.76 feet to a point of curve to the right having a radius of 76.50 feet; thence Northwesterly along said curve to the right, having a chord 37.99 feet in length bearing North 08°56’18” West, an arc length of 38.39 feet to a point of tangency; thence North 05°26’21” East, 108.54 feet to a point of curve to the left having a radius of 14.50 feet; thence Northwesterly along said curve to the left, having a chord 20.52 feet in length bearing North 39°36’05” West, an arc length of 22.80 feet to a point of tangency; thence North 84°38’32” West, 468.42 feet to a point of curve to the left having a radius of 47.50 feet; thence Southwesterly along said curve to the left, having a chord 53.44 feet in length bearing South 61°07’41” West, an arc length of 56.76 feet to a point on the aforesaid Easterly fine of North Port Washington Road; thence North 00°28’27” West a long said Easterly line, 56.10 feet to a point on a non-tangent curve to the left having a radius of 24.50 feet; thence Southeasterly along said curve to the left, having a chord 11.60 feet in length bearing South 70°56’47” East, an arc length of 11.71 feet to a point of tangency; thence South 84°38’32” East, 285.25 feet to point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21’28” East, an arc length of 22.78 feet to a point of tangency; thence North 05°24’37” cast, 229.29 feet to a point on the aforesaid South line of the North 15 acres of aforesaid Government Lot 4; thence North 89°35’33” East along said South line, 23.12 feet to point; thence South 05°24’37” West, 231.61 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38’32” East, an arc length of 22.78 feet to a point of tangency; thence South 84°38’32” East, 169.86 feet to a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.49 feet in length bearing North 50°23’55” East, an arc length of 22.76 feet to a point of tangency; thence North 05°26’21” East, 486.46 feet to a point of curve to the left having a radius of 69.50 feet; thence Northwesterly along said curve to the left, having a chord 98.26 feet in length bearing North 39°32’42” West, an arc length of 109.13 feet to a point of tangency; thence North 84°31’45” West, 115.16 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.52 feet in length bearing South 50°26’26” West, an arc length of 22.79 feet to a point of tangency; thence South 05°24’37” West, 310.16 feet to a point on the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35’33” West along said South line, 23.12 feet to the Point of Beginning of the herein described parcel.

Tax Key No.: 1668991010

Dated this 22nd day of May, 2019.

BY ORDER OF THE COMMON COUNCIL OF THE CITY OF GLENDALE

Miranda Etzel City Clerk 2A—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Order/Resolution Discontinuing Streets—5800 N Bayshore Dr, Glendale, WI.

Utility Easement Agreement.

FROM: Rachel Safstrom, City Administrator

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: §66.1003 Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: As part of the upcoming plans for the redevelopment of Bayshore Town Center, the Developer has requested the streets of the development be private.

The City is the petitioner. Staff filed the Lis Pendens as indicated at the May 13 Council meeting. All legal notices were completed timely for the Public Hearing. The Council will hold a public hearing at this meeting. After the public hearing, the Council will make a determination on the Order Discontinuing Streets.

If approved, the Order/Resolution Discontinuing Streets is published in the newspaper, and recorded with the Milwaukee County Register of Deeds

Also attached is a Utility Easement Agreement. This is necessary for the City to be able to maintain the City owned utilities under the street once the streets are privatized.

RECOMMENDATION: Staff recommends approval of the Order/Resolution Discontinuing Streets and the Utility Easement Agreement.

ACTION REQUESTED: Motion to approve Order/Resolution Discontinuing Streets as presented.

Motion to approve the Utility Easement Agreement as presented.

ATTACHMENTS: 1. Order/Resolution Discontinuing Streets. 2. Utility Easement Agreement. ORDER / RESOLUTION Recording Area DISCONTINUING STREETS

Document Number

County of Milwaukee

City of Glendale

Upon the Resolution adopted by the Common Council of the City of Glendale declaring that public interest requires that portions of Name and Return Address: John F. Fuchs, City Attorney rights of way located in the City be vacated and discontinued, and the 13500 Watertown Plank Road Suite 100 publication of a notice stating the time and place the Common Council Elm Grove, WI 53122 of the City of Glendale would meet and decide upon such application; the Common Council of the City of Glendale did in fact meet on June 24, 2019 at 6:00 p.m., in the City Hall and did hear all reasons for and against the petition; and it being the Council’s opinion that the public good will thereby be promoted did discontinue those portions of rights n/a of way as hereinafter described. Parcel Identification Number (PIN) This n/a homestead property. Pursuant to Wis. Stats. §66.1005, the easements and rights (is) (is not) incidental thereto acquired by or belonging to the City or to any utility in any underground or overground structures, improvements or services, and all rights of entrance, maintenance, construction and repair of the same, shall continue.

Now, therefore, upon the petition and pursuant to the authority found at Wis. Stats. §66.1003, the Common Council of the City of Glendale, as represented by the Mayor’s signature below, did on June 24, 2019, resolve, order and determined that the portions of rights of way located in the City further described by the maps and legal descriptions in the attached Exhibit A (consisting of 4 pages) be discontinued.

Dated this 25th day of June, 2019.

______Bryan Kennedy, Mayor

ATTEST:

______Miranda Etzel Clerk LAND DEDICATED TO THE CITY OF GLENDALE FOR ROADWAY PURPOSES

A parcel of land, being a portion of Government Lots 3 and 4, together with a portion of Parcel 2 of Certified Survey Map No. 2778, together with a portion of Parcel 2 of Certified Survey Map No. 3329, all lying in the Southeast 1/4 of Section 29, Town 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, said parcel being more fully described as follows:

Commencing at the Southwest corner of said Southeast 1/4; thence North 00°28'27" West along the West line of said Southeast 1/4, 828.14 feet to a point on the South line of the North 15 acres of aforesaid Government Lot 4; thence North 89°35'33" East along said South line, 394.11 feet to the Point of Beginning of the herein described parcel; thence North 05°24'37" East, 312.56 feet to a point of curve to the left having a radius of 14.50 feet; thence Northwesterly along said curve to the left, having a chord 20.50 feet in length bearing North 39°33'34" West, an arc length of 22.76 feet to a point of tangency; thence North 84°31'45" West, 126.72 feet to a point; thence South 05°28'5" West, 1.00 feet to a point; thence North 84°31'45" West, 168.10 feet to a point of curve to the left having a radius of 50.80 feet; thence Southwesterly along said curve to the left, having a chord 48.73 feet in length bearing South 66°48'44" West, an arc length of 50.82 feet to a point on the Easterly line of North Port Washington Road, said point lying on a non-tangent curve to the right having a radius of 507.96 feet; thence Northeasterly along said Easterly line and curve to the right, having a chord 72.18 feet in length bearing North 14°58'00" East, an arc length of 72.24 feet to a point on a non-tangent curve to the left having a radius of 22.60 feet; thence Southeasterly along said curve to the left, having a chord 32.12 feet in length bearing South 39°15'07" East, an arc length of 35.72 feet to a point of tangency; thence South 84°31'45" East, 176.35 feet to a point; thence South 05°28'15" West, 1.00 feet to a point; thence South 84°31'45" East, 237.56 feet to a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°27'45" East, an arc length of 22.78 feet to a point of tangency; thence North 05°27'15" East, 349.12 feet to a point of curve to the left having a radius of 24.50 feet; thence Northwesterly along said curve to the left, having a chord 34.63 feet in length bearing North 39°31'02" West, an arc length of 38.46 feet to a point of tangency; thence North 84°29'20" West, 259.45 feet to a point of curve to the left having a radius of 24.50 feet; thence Southwesterly along said curve to the left, having a chord 12.41 feet in length bearing South 80°50'33" West, an arc length of 12.54 feet to a point on the aforesaid Easterly line of North Port Washington Road; thence North 30°02'33" East along said Easterly line, 3.75 feet to a point of curve to the right having a radius of 2741.32 feet; thence Northeasterly along said Easterly line and curve to the right, having a chord 58.94 feet in length bearing North 30°39'31" East, an arc length of 58.94 feet to a point on a non-tangent curve to the left having a radius of 31.70 feet; thence Southeasterly along said curve to the left, having a chord 37.18 feet in length bearing South 48°39'26" East, an arc length of 39.72 feet to a point of tangency; thence South 84°33'24" East, 69.98 feet to a point; thence South 72°24'06" East, 42.69 feet to a point; thence South 84°29'20" East, 102.92 feet to a point of curve to the left having a radius of 24.50 feet; thence Northeasterly along said curve to the left, having a chord 34.67 feet in length bearing North 50°28'58" East, an arc length of 38.51 feet to a point of tangency; thence North 05°27'15" East, 376.04 feet to a point; thence South 84°39'40" East, 136.16 feet to a point; thence North 05°20'20" East, 243.52 feet to a point; thence North 84°08'48" West, 53.66 feet to a point of curve to the left having a radius of 42.00 feet; thence Southwesterly along said curve to the left, having a chord 33.37 feet in length bearing South 72°26'39" West, an arc length of 34.32 feet to a point on the aforesaid Easterly

41576985 line of North Port Washington Road, said point lying on a non-tangent curve to the left having a radius of 2130.74 feet; thence Northeasterly along said Easterly line and curve to the left, having a chord 38.07 feet in length bearing North 27°31'24"' East, an arc length of 38.07 feet to a point; thence North 36°16'37" East, 18.25 feet to a point; thence North 89°26'33" East, 108.88 feet to a point; thence South 05°52'07" West, 29.85 feet to a point; thence North 84°20'58" West, 15.12 feet to a point; thence South 05°20'20" West, 129.20 feet to a point; thence South 33°38'45" West, 21.62 feet to a point; thence South 05°20'20" West, 137.08 feet to a point; thence North 84°39'40" West, 135.21 feet to a point; thence South 05°27'15" West, 775.25 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.50 feet in length bearing South 39°32'15" East, an arc length of 22.77 feet to a point of tangency; thence South 84°31'45" East, 4.32 feet to a point of curve to the right, having a radius of 92.50 feet; thence Southeasterly along said curve to the right, having a chord 130.78 feet in length bearing South 39°32'42" East, an arc length of 145.25 feet to a point of tangency; thence South 05°26'21" West, 189.18 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.52 feet in length bearing South 39°35'52" East, an arc length of 22.80 feet to a point of tangency; thence South 84°38'05" East, 368.97 feet to a point a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21'17" East, an arc length of 22.78 feet to a point of tangency; thence North 05°20'40" East, 320.19 feet to a point; thence South 84°34'30" East, 24.05 feet to a point; thence South 05°25'26" West, 32.50 feet to a point; thence South 05°20'40" West, 287.67 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38'43" East, an arc length of 22.77 feet to point of tangency; thence South 84°38'05" East, 10.96 feet to a point; thence South 83°00'53" East, 94.04 feet to a point; thence South 84°37'20" East, 80.24 feet to a point of curve to the left having a radius of 29.50 feet; thence Northeasterly along said curve to the left, having a chord 29.50 feet in length bearing North 65°22'33" East, an arc length of 30.89 feet to a point on the Westerly line of North Lydell Avenue; thence South 00°18'39" East along said Westerly line, 50.22 feet to a point on a non-tangent curve to the left having a radius of 29.50 feet; thence Northwesterly along said curve to the left, having a chord 24.55 feet in length bearing North 60°01'46" West, an arc length of 25.32 feet to a point of tangency; thence North 84°37'20" West, 88.79 feet to a point; thence North 83°00'53" West, 94.03 feet to a point; thence North 84°38'05" West, 432.58 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.54 feet in length bearing South 50°32'23" West, an arc length of 22.83 feet to a point of tangency; thence South 05°26'21" West, 403.81 feet to a point of curve to the left having a radius of 53.50 feet; thence Southeasterly along said curve to the left, having a chord 26.57 feet in length bearing South 08°56'18" East, an arc length of 26.85 feet to a point of tangency; thence South 23°18'58" East, 117.55 feet to a point on the west line of North Mohawk Avenue; thence South 00°19'46" East, along said west line 58.90 feet to a point; thence North 23°18'58" West, 171.76 feet to a point of curve to the right having a radius of 76.50 feet; thence Northwesterly along said curve to the right, having a chord 37.99 feet in length bearing North 08°56'18" West, an arc length of 38.39 feet to a point of tangency; thence North 05°26'21" East, 108.54 feet to a point of curve to the left having a radius of 14.50 feet; thence Northwesterly along said curve to the left, having a chord 20.52 feet in length bearing North 39°36'05" West, an arc length of 22.80 feet to a point of tangency; thence North 84°38'32" West, 468.42 feet to a point of curve to the left having a radius of 47.50 feet; thence Southwesterly

41576985 along said curve to the left, having a chord 53.44 feet in length bearing South 61°07'41" West, an arc length of 56.76 feet to a point on the aforesaid Easterly fine of North Port Washington Road; thence North 00°28'27" West a long said Easterly line, 56.10 feet to a point on a non-tangent curve to the left having a radius of 24.50 feet; thence Southeasterly along said curve to the left, having a chord 11.60 feet in length bearing South 70°56'47" East, an arc length of 11.71 feet to a point of tangency; thence South 84°38'32" East, 285.25 feet to point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21'28" East, an arc length of 22.78 feet to a point of tangency; thence North 05°24'37" cast, 229.29 feet to a point on the aforesaid South line of the North 15 acres of aforesaid Government Lot 4; thence North 89°35'33" East along said South line, 23.12 feet to point; thence South 05°24'37" West, 231.61 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38'32" East, an arc length of 22.78 feet to a point of tangency; thence South 84°38'32" East, 169.86 feet to a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.49 feet in length bearing North 50°23'55" East, an arc length of 22.76 feet to a point of tangency; thence North 05°26'21" East, 486.46 feet to a point of curve to the left having a radius of 69.50 feet; thence Northwesterly along said curve to the left, having a chord 98.26 feet in length bearing North 39°32'42" West, an arc length of 109.13 feet to a point of tangency; thence North 84°31'45" West, 115.16 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.52 feet in length bearing South 50°26'26" West, an arc length of 22.79 feet to a point of tangency; thence South 05°24'37" West, 310.16 feet to a point on the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 23.12 feet to the Point of Beginning of the herein described parcel.

Tax Key No.: 1668991010

41576985 BAYSHORE DEVELOPMENT - ROADWAY DEDICATION

0' 80' 160'

UTILITY EASEMENT AGREEMENT

Document Number Document Title

Drafted by and Return to:

Tomas Clasen, Esq. Reinhart Boerner Van Deuren, s.c. 1000 N. Water Street, Suite 1700 Milwaukee, Wisconsin 53202

See Exhibit A ______Tax Parcel No.

UTILITY EASEMENT AGREEMENT

THIS UTILITY EASEMENT AGREEMENT (this “Agreement") is made by and between Bayshore Shopping Center Property Owner LLC, a Delaware limited liability company (the “Grantor”) and the City of Glendale, a Wisconsin municipal corporation (the “Grantee”) as of this ___ day of ______, 2019.

R E C I T A L S:

A. By Resolution No. ______adopted ______, 2019, Grantee discontinued the public ways located in the City of Glendale, Milwaukee County, Wisconsin and as legally described on Exhibit A attached hereto and generally depicted on Exhibit B attached hereto (the “Vacated Roads”) consistent with Wisconsin Statute Section 66.1003.

B. Wisconsin Statute 66.1005(2)(a) provides that all easements and rights incidental to the easements that belong to any county, city, utility, or person that relate to any underground or over ground structures, improvements, or services and all rights of entrance, maintenance, construction, and repair of the structures, improvements, or services shall continue.

C. Grantee holds various easement and rights over and under portions of the Vacated Roads, including but not limited to the easements related to the operation and maintenance of a storm water management system (the “Storm Water System), a sanitary sewer system (the “Sewer System”) and a water distribution system (the “Water System” and together with the Storm Water System and Sewer System the “Service Systems”). Each Service System consists of underground (not aboveground) mains, laterals and related fixtures and appurtenances (collectively, the “Service Systems Improvements”).

D. Consistent with Wisconsin Statutes Section 66.1005(2)(a), Grantee and Grantor desire to enable Grantee to continue to use easements to operate and maintain the Service Systems under the Vacated Roads, on and subject to the terms of this Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Easements Service Systems Easement. Grantor hereby grants to Grantee a perpetual, non-exclusive easement under the Vacated Roads for the purpose of installing, maintaining, operating, inspecting, repairing, replacing, supplementing, relocating and removing the Service Systems Improvements, together with the right of ingress and egress over the Vacated Roads as necessary to access the Service System Improvements.

2. Restoration. As soon as practical following any damage to the Vacated Roads or the adjacent lands of Grantor caused by Grantee during the exercise of its rights hereunder, Grantee shall repair and restore the Vacated Roads and the adjacent lands of Grantor as close as possible to the condition existing prior to such damage.

41617216v2

3. Maintenance, Repair and Replacement. Grantee shall be responsible for maintaining, repairing and replacing the Service Systems Improvements in accordance with all applicable laws and industry standards. Except in the case of emergency, prior to commencing any such work, Grantee shall provide at least two (2) days' prior written notice to Grantor. If elected by Grantor, Grantee shall permit a representative of Grantor to be present at all times to observe such work. In connection with any work, Grantee shall:

(a) keep the Vacated Roads neat and orderly;

(b) as soon as practical upon completion of any work, promptly remove all materials and equipment from the Vacated Roads;

(d) obtain all approvals for work required by applicable governmental authorities and utilities and complete all work in accordance with such approvals; and

(e) not suffer or permit any construction or other lien to be filed against the Vacated Roads or any portion thereof by reason of work, labor, skill, services, equipment or materials supplied or claimed to have been supplied in connection with the work and, if any construction lien shall at any time be so filed, cause the same to be discharged of record within sixty (60) days after receipt of written notice of the filing thereof.

4. Indemnification. Grantee shall indemnify, defend and hold harmless Grantor from and against any and all claims, causes of action, costs, personal injuries, losses, damages, liabilities, demands, interest, administrative orders and notices, fines, penalties and reasonable expenses, including without limitation, reasonable attorneys' fees and expenses, reasonable consultant's fees and expenses, court costs and all other reasonable out-of-pocket expenses, suffered or incurred by Grantor by reason of the exercise by Grantee of its rights hereunder.

5. No Build Over Existing Water System Pipe Water System. Grantor and Grantee agree that no building, structure, or a portion of any building or structure shall be constructed over the existing water system pipe in the Vacated Roads that provides water service to the City and other communities as of the date of this Agreement.

6. Successors and Assigns. All the terms, conditions, covenants and other provisions contained in this Agreement, including the benefit and burdens, shall run with the land and be binding upon and inure to the benefit of and be enforceable by Grantee and Grantor and their successors and assigns. Grantee may assign its rights to the Storm Water System to the Milwaukee Metropolitan Sewerage District provided such body complies with the terms of this Agreement.

7. Notices. All notices, demands, certificates or other communications under this Agreement shall be given in writing and shall be considered given upon receipt if hand delivered to the party or person intended, or one business day after deposit with a nationally recognized over-night commercial courier service, pre-paid, or forty-eight (48) hours after deposit in the

41617216v2 2

United States mail postage prepaid, by certified mail, return receipt requested, addressed by name and address to the party or person intended:

To City: Rachel A. Safstrom, Executive Director and City Administrator City of Glendale 5909 North Milwaukee Parkway Glendale, WI 53209

To Grantor: Cypress Equities Kirk Williams, CCIM Managing Director 8343 Douglas Ave, Suite 200 Dallas, TX 75225

With a copy to: Bayshore Shopping Center Property Owner LLC c/o AIG Asset Management (U.S.), LLC Kelly Galligan DiCapua, Managing Director and Associate General Counsel 80 Pine Street, 8th Floor New York, NY 10005

Any party may change its address for notices hereunder by providing notice to the other in accordance with the requirements of this paragraph.

8. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin.

9. Severability. If any term, covenant or condition of this Agreement shall be deemed invalid or enforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

10. Amendment. This Agreement may be amended, modified or terminated at any time by a written instrument, executed and acknowledged by the parties and recorded in the Office of the Register of Deeds for Milwaukee County.

11. Recording. This Agreement shall be recorded in the office of the Register of Deeds of Milwaukee County.

12. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

41617216v2 3

IN WITNESS WHEREOF, Grantee has executed this Agreement as of the date first set forth above.

GRANTEE:

CITY OF GLENDALE

By: Bryan Kennedy, Mayor

By: Miranda Etzel, City Clerk

Approved as to form this _____day of ______, 2019.

By: John Fuchs, Grantee Attorney

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Personally came before me this ____ day of ______, 2019, the above named Bryan Kennedy, Mayor and Miranda Etzel, City Clerk of the City of Glendale, to me known to be the persons who executed the foregoing instrument and acknowledged the same.

Notary Public - State of Wisconsin My Commission:

41617216v2 4

IN WITNESS WHEREOF, Grantor has executed this Agreement as of the date first set forth above.

GRANTOR:

BAYSHORE SHOPPING CENTER PROPERTY OWNER LLC, a Delaware limited liability company

By: ______, ______

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Personally came before me this ______day of ______, 2019, the above named ______, ______of Bayshore Shopping Center Property Owner LLC, a Delaware limited liability company, to me known to be the person who executed the foregoing instrument and acknowledged the same.

Notary Public - State of Wisconsin My Commission:

41617216v2 5

EXHIBIT A

LEGAL DESCRIPTION OF THE VACATED ROADS

41617216v2 6

feet; thence Southwesterly along said curve to the left, having a chord 33.37 feet in length bearing South 72°26'39" West, an arc length of 34.32 feet to a point on the aforesaid Easterly line of North Port Washington Road, said point lying on a non-tangent curve to the left having a radius of 2130.74 feet; thence Northeasterly along said Easterly line and curve to the left, having a chord 38.07 feet in length bearing North 27°31'24"' East, an arc length of 38.07 feet to a point; thence North 36°16'37" East, 18.25 feet to a point; thence North 89°26'33" East, 108.88 feet to a point; thence South 05°52'07" West, 29.85 feet to a point; thence North 84°20'58" West, 15.12 feet to a point; thence South 05°20'20" West, 129.20 feet to a point; thence South 33°38'45" West, 21.62 feet to a point; thence South 05°20'20" West, 137.08 feet to a point; thence North 84°39'40" West, 135.21 feet to a point; thence South 05°27'15" West, 775.25 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.50 feet in length bearing South 39°32'15" East, an arc length of 22.77 feet to a point of tangency; thence South 84°31'45" East, 4.32 feet to a point of curve to the right, having a radius of 92.50 feet; thence Southeasterly along said curve to the right, having a chord 130.78 feet in length bearing South 39°32'42" East, an arc length of 145.25 feet to a point of tangency; thence South 05°26'21" West, 189.18 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.52 feet in length bearing South 39°35'52" East, an arc length of 22.80 feet to a point of tangency; thence South 84°38'05" East, 368.97 feet to a point a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21'17" East, an arc length of 22.78 feet to a point of tangency; thence North 05°20'40" East, 320.19 feet to a point; thence South 84°34'30" East, 24.05 feet to a point; thence South 05°25'26" West, 32.50 feet to a point; thence South 05°20'40" West, 287.67 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38'43" East, an arc length of 22.77 feet to point of tangency; thence South 84°38'05" East, 10.96 feet to a point; thence South 83°00'53" East, 94.04 feet to a point; thence South 84°37'20" East, 80.24 feet to a point of curve to the left having a radius of 29.50 feet; thence Northeasterly along said curve to the left, having a chord 29.50 feet in length bearing North 65°22'33" East, an arc length of 30.89 feet to a point on the Westerly line of North Lydell Avenue; thence South 00°18'39" East along said Westerly line, 50.22 feet to a point on a non-tangent curve to the left having a radius of 29.50 feet; thence Northwesterly along said curve to the left, having a chord 24.55 feet in length bearing North 60°01'46" West, an arc length of 25.32 feet to a point of tangency; thence North 84°37'20" West, 88.79 feet to a point; thence North 83°00'53" West, 94.03 feet to a point; thence North 84°38'05" West, 432.58 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.54 feet in length bearing South 50°32'23" West, an arc length of 22.83 feet to a point of tangency; thence South 05°26'21" West, 403.81 feet to a point of curve to the left having a radius of 53.50 feet; thence Southeasterly along said curve to the left, having a chord 26.57 feet in length bearing South 08°56'18" East, an arc length of 26.85 feet to a point of tangency; thence South 23°18'58" East, 117.55 feet to a point on the west line of North Mohawk Avenue; thence South 00°19'46" East, along said west line 58.90 feet to a point; thence North 23°18'58" West, 171.76 feet to a point of curve to the right having a radius of 76.50 feet; thence Northwesterly along said curve to the right, having a chord 37.99 feet in length bearing North 08°56'18" West, an arc length of 38.39 feet to a point of tangency; thence North 05°26'21" East, 108.54 feet to a point of curve to the left having a radius of 14.50 feet; thence Northwesterly along said curve to the left, having a chord 20.52 feet in length bearing North

41617216v2 7

39°36'05" West, an arc length of 22.80 feet to a point of tangency; thence North 84°38'32" West, 468.42 feet to a point of curve to the left having a radius of 47.50 feet; thence Southwesterly along said curve to the left, having a chord 53.44 feet in length bearing South 61°07'41" West, an arc length of 56.76 feet to a point on the aforesaid Easterly fine of North Port Washington Road; thence North 00°28'27" West a long said Easterly line, 56.10 feet to a point on a non-tangent curve to the left having a radius of 24.50 feet; thence Southeasterly along said curve to the left, having a chord 11.60 feet in length bearing South 70°56'47" East, an arc length of 11.71 feet to a point of tangency; thence South 84°38'32" East, 285.25 feet to point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.51 feet in length bearing North 50°21'28" East, an arc length of 22.78 feet to a point of tangency; thence North 05°24'37" cast, 229.29 feet to a point on the aforesaid South line of the North 15 acres of aforesaid Government Lot 4; thence North 89°35'33" East along said South line, 23.12 feet to point; thence South 05°24'37" West, 231.61 feet to a point of curve to the left having a radius of 14.50 feet; thence Southeasterly along said curve to the left, having a chord 20.51 feet in length bearing South 39°38'32" East, an arc length of 22.78 feet to a point of tangency; thence South 84°38'32" East, 169.86 feet to a point of curve to the left having a radius of 14.50 feet; thence Northeasterly along said curve to the left, having a chord 20.49 feet in length bearing North 50°23'55" East, an arc length of 22.76 feet to a point of tangency; thence North 05°26'21" East, 486.46 feet to a point of curve to the left having a radius of 69.50 feet; thence Northwesterly along said curve to the left, having a chord 98.26 feet in length bearing North 39°32'42" West, an arc length of 109.13 feet to a point of tangency; thence North 84°31'45" West, 115.16 feet to a point of curve to the left having a radius of 14.50 feet; thence Southwesterly along said curve to the left, having a chord 20.52 feet in length bearing South 50°26'26" West, an arc length of 22.79 feet to a point of tangency; thence South 05°24'37" West, 310.16 feet to a point on the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 23.12 feet to the Point of Beginning of the herein described parcel.

Tax Key No.: 1668991010

41617216v2 8

EXHIBIT B

DEPICTION OF THE VACATED ROADS

[See attached]

41617216v2 9

41617216v2 CITY OF GLENDALE COMMON COUNCIL Meeting Minutes June 10, 2019

Regular meeting of the Common Council of the City of Glendale held in the David Hobbs Honda for the People Community Room, located at Richard E. Maslowski Park, 2200 West Bender Road, Glendale, Wisconsin.

The meeting was called to order by Mayor Kennedy at 6:01 p.m.

Roll Call: Present: Ald. Tomika Vukovic, Jim Daugherty, John Gelhard, Richard Wiese, and JoAnn Shaw. Absent: None. Other Officials Present: Rachel Safstrom, City Administrator; John Fuchs, City Attorney; Mark Ferguson, Police Chief; Charlie Imig, Director of Public Works; and Miranda Etzel, City Clerk.

PLEDGE OF ALLEGIANCE.

The members of the Common Council, City staff, and all those present pledged allegiance to the flag of the United States of America.

OPEN MEETING NOTICE.

Administrator Safstrom advised that in accordance with the Open Meeting Law, the local news media was advised on Wednesday, June 5, 2019, of the date of this meeting; that the Agenda was posted on the official bulletin board of City Hall, the Glendale Police Department, and the North Shore Library; that copies of the Agenda were made available to the general public in the Municipal Building and the Police Department; and those persons who requested, were sent copies of the Agenda.

ADOPTION OF COUNCIL MINUTES.

Motion was made by Ald. Schmelzling, seconded by Ald. Wiese to approve the minutes of the meetings held on May 13, 2019. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, and Schmelzling. Noes: None. Abstain: Ald. Shaw. Absent: None. Motion carried.

PUBLIC COMMENT.

Ginny Gerth, 6861 North Ironwood Lane, Glendale, Wisconsin, expressed concern with regard people speeding on Ironwood, and with regard to the driveway of a home in her neighborhood being used as a parking lot for students attending Nicolet High School. Attorney Fuchs stated he would reach out to Rabbit Schmotkin to try to resolve any possible issue(s).

14977 COMMUNICATIONS, APPLICATIONS AND PETITIONS.

I. File No. 2020 City Budget Preparation and Review Schedule.

Administrator Safstrom stated that over the years the Governor and Legislature have adopted many parameters which limit the City including the permanent tax levy limits and expenditure restraint program. In addition, the City can anticipate potential reduction in State revenue, an increase in the North Shore Fire Department Budget, Police staffing issues and future vacancies due to retirements, plus the normal inflationary cost increases for such items as fuel, utilities, street salt, and other consumer commodities.

No action was taken on this item.

II. File No. Communication from City Administrator Rachel Safstrom re Communication from the City Administrator—Request for use of City Property—5982 North Port Washington Road.

City Administrator Safstrom explained that the City has received a request to use the parcel located at 5982 North Port Washington Road for the sale of outdoor furniture. This site has been used in the past by Ottman Christmas Trees for the sale of trees during the Christmas holiday season.

Ald. Schmelzling asked what this property is zoned for. Ald. Wiese expressed concern regarding how it may appear that a truck is unloading. Tom Daugherty, of Stratus Industries, provided a brief explanation of what Status Industries would be selling on the property. Mayor Kennedy asked if a tent/canopy would be on site; Ald. Gelhard asked if advertising would be on the outside of the truck, to which Mr. Daugherty stated in the affirmative to both questions.

Motion was made by Ald. Gelhard, seconded by Ald. Vukovic to approve the use of 5982 North Port Washington Road to Stratus Industries for June 22, 23, 29, and 30, with a fee of $300.00. Ayes: Ald. Vukovic, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Abstain: Ald. Daugherty. Absent: None. Motion carried.

III. File No. Communication from City Administrator Rachel Safstrom, re: Payment 8 to Absolute Construction Enterprises for work completed on the City Hall / Police Garage Project.

Administrator Safstrom explained that the current contract amount for the project is $5,574,363.35. There are no new change orders with this request. There will be change orders on the upcoming request. Specifically, there has been issues with bad ground where the parking lot is being constructed. This payment is for work completed on the project.

14978 Based on the recommendation of City Administrator Safstrom, motion was made by Ald. Wiese, seconded by Ald. Gelhard to approve Payment 8 to Absolute Construction Enterprises for work completed on the City Hall / Police Garage Project in the amount of $628,387.00. On Roll Call: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

IV. File No. Communication from the Director of Public Works—Payment 1 to UPI, LLC, for work completed on 2019 Watermain Replacement Project: West Montclaire Avenue, North Hyacinth Lane, North Alberta Lane, North Elm Tree Road and North Ironwood Lane.

Administrator Safstrom explained that this payment is for work completed on the 2019 Watermain Replacement Project. The contract amount for this project is $897,812.00.

Motion was made by Ald.Daugherty, seconded by Ald. Schmelzling to approve Payment 1 to UPI, LLC, for work completed on the 2019 Watermain Replacement Project in the amount of $346,117.30. On Roll Call: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

V. File No. Renewal Application for Transient Merchant Permit filed by Aptive Environmental, LLC.

City Administrator Safstrom explained that an Application for Transient Merchant Permit filed by Aptive Environmental, LLC (“Aptive”) was reviewed and approved by the City of Glendale Police. This is a renewal Transient Merchant Permit Application, door-to- door pest control for the period June 11, 2019 to September 15, 2019. In May 2018, Aptive applied for, and was granted, a Transient Merchant Permit. There have been several reports on Next Door of Aptive soliciting; Aptive has been soliciting without Council approval of a permit. In the Minutes from the May 13, 2018 Common Council meeting, Council voted that representatives from soliciting companies are required to carry a copy of the permit at all times while soliciting.

Ald. Wiese explained that he had received several complaints from Glendale residents. Ald. Gelhard stated he was solicited by the same group. Ald. Wiese asked what the next steps are, if Aptive continues to solicit without a permit. Chief Ferguson explained that the Police should be called, and the solicitor and the company will receive a citation. Ald. Vukovic expressed concern with the employee receiving the citation. Chief Ferguson explained that a warning would be given to the employee for a first- time offense, and a citation would follow if the employee continued to solicit without a permit.

Motion was made by Ald. Wiese, seconded by Ald. Schmelzling to deny the Application for a Transient Permit filed by Aptive Environmental, LLC. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

14979 VI. File No. Renewal Application for Transient Merchant Permit filed by Fabian Seafood Company.

City Administrator Safstrom explained that an Application Transient Merchant Permit was approved by the City of Glendale Police. Fabian Seafood Company is a long-time annual Transient Merchant; there has never been any issue with this business. Fabian Seafood will operate out of the parking lot at Mobil, located at 7156 North Green Bay Avenue, from 12:00 p.m. to 3:00 p.m. daily.

Motion was made by Ald. Daugherty, seconded by Ald. Gelhard to approve the Application for a Transient Merchant Permit filed by Fabian Seafood Company for the period ending December 2019. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously

UNFINISHED BUSINESS.

VII. File No. Update on Sanitary Sewer Design and Construction—River Edge Subdivision.

City Administrator Safstrom explained that over the past two years, the City has been working with MMSD on the design of the sanitary sewer construction in the River Edge Subdivision.

Dr. Mustafa Emir, of Clark Dietz was available to answer questions, and gave a brief explanation on the scope of services, and proposed design engineering fees for the proposed sewer interceptor serving River Edge West, Kletzsch Park North, and Brantwood North neighborhoods in the City of Glendale. The design and installation of the sanitary sewer is funded by MMSD. It will be important to coordinate this work with other street reconstruction to minimize the disruption to residents. Ald. Wiese requested a meeting with City Administrator Safstrom and Dr. Emir in July, to discuss this further.

No action was taken on this item.

VIII. File No. Bender Trail—Oak Leaf Trail Connection.

City Administrator Safstrom explained that in April 2019, the City received a single bid for the Community Development Block Grant project to finalize the Bender Trail connection to the Oak Leaf Trail. The bid was from MUDTeCH, LLC for $146,780. MUDTeCH, LLC, had been awarded the remainder of the project at the same meeting at an amount of $117,480.50. The requirements of the CDBG are such that it would increase the cost. Staff has asked MUDTeCH, LLC to submit a change order for the remaining portion that was not

14980 approved. The amount of the change order would be $24,505.75. With engineering, it would make the entire project approximately $175,000.

Dr. Emir explained that the CDBG funds are being diverted to a sidewalk segment between two existing handicap access ramps at Richard E. Maslowski Community Park will be installed. Motion made by Ald. Shaw, seconded by Ald. Daugherty, to accept the change order of $24,505.75 for the completion of the Bender Trail connection to the Oak Leaf Trail. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

IX. File No. Development Agreement—New Land Enterprises, 2510 West Good Hope Road.

City Administrator Safstrom explained that on November 12, 2018, the Council referred the request from New Land Enterprises to rezone 2510 West Good Hope Road from R-3 Residence District to PD-Planned Unit Development District-Multi-Family Residential to the Plan Commission. The plan includes a 48 unit apartment building a 41 Townhome Garden Apartments configured as eight buildings. The Plan Commission reviewed the request, and recommended changes at their December meeting. On February 5, 2019, the Plan Commission held a public hearing. The Council held a public hearing on March 11, 2019.

Ald. Schmelzling inquired about the actual plans for this project. City Administrator Safstrom stated that the plans are on file at City Hall.

Motion was made by Ald. Wiese, seconded by Ald. Shaw to approve the Planned Development Agreement with New Land Enterprises, 2510 West Good Hope Road, as presented. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

NEW BUSINESS.

X. File No. Resolution Confirming Obligation to Contribute to North Shore Fire Department’s Budget to Pay Debt Service on Bonds Issued by the Village of Whitefish Bay on Behalf of the North Shore Fire Department.

City Administrator Safstrom explained that North Shore Fire Department has been working to upgrade their aging facilities. As a part of this process, the Whitefish Bay Fire Station was identified as a high need for upgrade. The facility is owned by Whitefish Bay and the North Shore Fire Department is a tenant. As the owner, the updates associates with the structure are paid for by Whitefish Bay. The other upgrades are paid for according to the formula. Due to the Fire Department not being able to issue General Obligation Debt, Whitefish Bay has offered to take on the full debt of the project with the anticipation of reimbursement per the formula from the other communities.

14981 Ald. Gelhard asked when the formula will be next reviewed. City Administrator Safstrom stated she would need to confirm; however it is most likely in 2020 or 2021.

Motion was made by Ald. Wiese, seconded by Ald. Schmelzling to approve the Resolution Confirming Obligation to Contribute to North Shore Fire Department’s Budget to Pay Debt Service on Bonds Issued by the Village of Whitefish Bay on Behalf of the North Shore Fire Department. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

XI. File No. Intergovernmental Cooperation Agreement for StormGUARDen Installation with MMSD.

City Administrator Safstrom explained that the MMSD and consultant staff presented the opportunity for your municipality to have a StormGUARDen installed this summer free of charge. Staff met with MMSD to determine the best location for the StormGUARDen at Milwaukee Town Hall.

Ald. Wiese asked if the MMSD is attempting to sell the StormGUARDen to residents. City Administrator Safstrom stated these were given to all communities and at some point in the future, they will be for sale.

Motion was made by Ald. Gelhard, seconded by Ald. Vukovic to approve the Intergovernmental Cooperation Agreement for StormGUARDen Installation with MMSD. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

XII. File No. Intergovernmental Cooperation Agreement between Milwaukee Metropolitan Sewerage District and the City of Glendale for the Voluntary Acquisition of Properties within the Milwaukee River Floodplain.

City Administrator Safstrom explained that this agreement is in regard to properties that were approved to be purchased within in the floodplain for the removal of the structures. The attached agreement is to establish responsibilities for design, construction, and cost sharing for the voluntary acquisition and building removal of properties within the most recent Milwaukee River Federal Emergency Management Agency (FEMA) regulatory floodplain that have been identified for acquisition as part of the District’s Milwaukee River Watercourse Management Plan. The intent is for the City to voluntarily purchase these properties and provide a flood or conservation easement to the District in exchange for cost reimbursement as listed in this Agreement.

Ald. Daugherty expressed concern, and wanted to ensure that residents understood that this program is voluntary. City Administrator Safstrom stated that letters went out to residents explaining that it is voluntary.

14982 Ald. Gelhard asked if there is a program like this in other parts of the country. Attorney Fuchs explained that the MMSD is unique to Wisconsin; FEMA is on a national level. Ald. Schmelzling expressed hope for a trail. City Administrator Safstrom explained that once the house is town down, no structure can take its place. Ald. Daugherty asked how this will affect the floodplain boundaries, now that the Estabrook Dam has been removed. City Administrator Safstrom stated that the draft map is being developed. The process will take up to two more years.

Motion was made by Ald. Vukovic, seconded by Ald. Wiese to approve the Intergovernmental Cooperation Agreement between Milwaukee Metropolitan Sewerage District and the City of Glendale for the Voluntary Acquisition of Properties within the Milwaukee River Floodplain. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

XIII. File No. Recommendation from the Plan Commission to amend the contract with Vandewalle & Associates, Inc., for the update of the City’s Comprehensive Master Plan.

City Administrator Safstrom explained that In November 2018, the Council forwarded the 2040 Glendale Vision Plan to the Plan Commission. The next step in the process is to update the Comprehensive Master Plan. This project will be overseen by the Plan Commission. In April, the Council authorized the contracting of services with Vandewalle & Associates for the project. Principal Planner, Jolena Presti met with the Plan Commission on Wednesday, May 29. After speaking with staff, Ms. Presit updated the proposal and contract amount to coincide with additional services. The additional services include website/social media updates, outreach to the community, draft plan Open House for the pubic, and up to 9 monthly meetings with the Plan Commission. Previously it was only 3-4 meetings. The Plan Commission agreed these services will enhance the process and the final product

Ald. Daugherty expressed concern as to whether the City had considered other firms. City Administrator Safstrom explained that staff had sent out requirements for qualifications, two firms responded. Ald. Vukovic asked if there were other plans that were not chosen. City Administrator Safstrom stated that staff sent out requirements for qualifications to eight (8) agencies. Ald. Gelhard asked if there would be any more cost increases, and if any more changes will be brought to the Common Council, to which City Administrator Safstrom replied in the negative.

Motion was made by Ald. Schmelzling, seconded by Ald. Vukovic to to authorize staff to amend the contract with Vandewalle & Associates, Inc., for the updating of the Comprehensive Master Plan at an amount of $75,620. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

14983 XIV. File No. Ordinance Amending Glendale Municipal Code Sections 6.2.2(c), 6.2.3(e), 6.2.3(f)(2), 6.2.6(c), 6.3.1(c), and creating Section 6.2.3(f)(3), Pertaining to Application & Permit for Excavation and/or Performance of Work within Public Right-of-Way Fees.

City Administrator Safstrom explained that at the May 13, 2019 Common Council meeting, the Director of Public Works, Charlie Imig, proposed raising the Application & Permit for Excavation and/or Performance of Work within Public Right-of-Way (ROW) fees.

The associated fees are determined by the code of Ordinances, which now need to reflect the updated fees.

Motion was made by Ald. Daugherty, seconded by Ald. Vukovic to approve Ordinance Amending Glendale Municipal Code Sections 6.2.2(c), 6.2.3(e), 6.2.3(f)(2), 6.2.6(c), and 6.3.1(c), Pertaining to Application & Permit foe Excavation and/or Performance of Work within Public Right-of-Way Fees. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

XV. File No. Ordinance Amending Glendale Municipal Code Section 2.2.15—Consent Agenda.

City Administrator Safstrom explained that Mayor Kennedy has requested an amendment to the Common Council Agenda format for the addition of Consent Agenda. It is intended to preserve valuable meeting time for substantive and complex issues, while fulfilling the Council’s role in approving certain matters which are actually quite routine, and have been fully addressed by the responsible staff member or committee. Items normally in Communications, Applications, and Petitions as well as Accounts Payable and Monthly Reports would be labeled as the Consent Agenda. An Alderperson would then make a motion for the Consent Agenda, and if seconded and favorably voted upon, all items are acted upon and would then be approved. If the Mayor or an Alderperson feels a particular item does warrant discussion, he or she merely asks in advance that the item be removed from the Consent Agenda, and then it is taken up separately.

Ald. Daugherty expressed concern with the possibility of not having adequate time to discuss any concerns prior to Council meetings. Mayor Kennedy explained that anything can be said at the meetings. Ald. Wiese asked if roll call will continue for accounts payable. Attorney Fuchs explained that roll call is still present in Consent Agenda. Ald. Vukovic expressed concern, stating that members of the Council may vote on items they do not fully understand. City Administrator Safstrom stated that her memos can include more detail.

Motion was made by Ald. Schmelzling, seconded by Ald. Daugherty to approve approve Ordinance Amending Glendale Municipal Code Section 2.2.15—Consent Agenda. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent:

14984 None. Motion carried unanimously.

XVI. File No. Initial Review of 2020-2024 Five Year Capital Improvement Plan.

City Administrator Safstrom explained that in prior years, the City attempted to keep the borrowing level consistent under $4 million each year with the General Debt Service staying at around $2 million each year. This is not always feasible. In 2021, the Library renovation project and in 2024, the Police Station renovation project increase the level of borrowings. Based up on Council approval, engineering and design specifications will be prepared and various financing options will be reviewed with the City’s financial advisor and bond underwriters. The final financing plan will be submitted to the Common Council for review and final approval in the second quarter of 2020.

Ald. Wiese expressed concern with the River Edge project not being on this. City Administrator Safstrom explained that she is waiting on approval, and will likely be in 2021.

No action was taken on this item.

APPROVAL OF ACCOUNTS PAYABLE.

Motion was made by Ald. Vukovic, seconded by Ald. Gelhard to approve the accounts payable checks numbered 43884 to 43931, totaling $96,801.87, and for prepaid checks numbered 1850 to 1896, and 43662 to 43860 totaling $25,144,880.65. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

COMMISSION, COMMITTEE AND BOARD REPORTS.

There were several updates from Council members, on the activities of the various Commissions, Committees and Boards on which they serve.

CLOSED SESSION.

Motion was made by Ald. Wiese, seconded by Ald. Daugherty, to Closed Session per Wis. Stats. §19.85(1)(g) conferring with legal counsel for the governmental body who is rendering oral or written advice concerning strategy to be adopted by the body with respect to litigation in which it is or is likely to become involved (Glendale Chamber of Commerce) and Wis. Stats. §19.85(1)(e) for Deliberating or negotiating the purchasing of public properties, the investing of public funds, or conducting other specified public business, whenever competitive or bargaining reasons require a closed session (Bayshore Town Center Developer Agreement). Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: Ald. Wiese and Shaw. Motion carried unanimously.

14985 A closed session of approximately 44 minutes was held in which the Council discussed the Glendale Chamber of Commerce, as well as the Bayshore Town Center Developer Agreement.

Motion was made by Ald. Wiese, seconded by Ald. Daugherty, to reconvene to open session and regular order of business. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried unanimously.

ADJOURNMENT.

There being no further business, motion was made by Ald. Vukovic, seconded by Ald. Shaw, to adjourn the meeting. Ayes: Ald. Vukovic, Daugherty, Gelhard, Wiese, Schmelzling, and Shaw. Noes: None. Absent: None. Motion carried and adjournment of the Common Council was ordered at 8:10p.m., until Monday, June 24, 2019, at 6:00 p.m.

Miranda Etzel City Clerk

Recorded: June 11, 2019.

14986 CITY OF GLENDALE CASH REPORT FOR THE MONTH OF APRIL, 2019

GENERAL LEDGER

Balance Checking Account March 3 I, 20 19: $1,476,053.48 $1 15,302.35

Adel Receipts April 1-30, 20 19: General $23,264, 73 7. 61 Taxes SI, 11 5,358.89 $24,380,096.50

Deposits per Bank: $25, 168,547.71 $25,856, 149. 98 $25,283,850.06

Deduct Disbursements April 1-30, 2019: Payroll $680,328.83 Vouchers $24,756,922.26 ($25,437,251 .09)

Di sbursements per Bank: ($24,6 16, 199.86) $418,898.89 $667,650.20

Outstanding Checks ($253, 182.19) Credit Card Late Fees- Card Member Seivices 125.97 Payroll Transfer 1879E- Short by $1 (1 .00) Credit Card Payment Reversal (74.00) PSN CC Processing Fees (473.04) Account Analysis Fees (979.73) Closed Account {Monets) (300.00) Closed Account (JD Griffiths) (50.00) Void Receipt #217049 (Duplicates #217127) (550.00)

ACH Debited 4/24/ 19 posted in l'vlay (Wis. DOT TVRP) 35 .00 Cn.:d it Card Activity in Transit: $ 1,842.14 $20.00 $30.00 $40.00 $124.00 $511.00 $ 142.42 $256.00 $280.32 $438.40 $<1 16,471. 12 $416,471. 12

SUl\IMARY: Interest Rate 13alam:e Checking Account : $416,471.12 Pc11y Cash: $1,800.00 Money !Vl

Total cash available for debt retirement and general obligations ns of April 30, 2019: $44,510,890.35

Respectfully submilled, CITY OF GLENDALE CASH REPORT FOR THE MONTH OF MAY, 2019

GENERAL LEDGER

Balance Checking Account April 30, 2019: $416,471. 12 $667,650.20

Add Receipts May 1-3 1, 2019: General $925,542.17 Taxes $6,989,692.59 $7,915,234.76

Deposits per Bank: $7 ,906,579 .25 $8,33 1,705.88 $8,574,229.45

Deduct Disbursements May 1-31, 2019: Payroll $625,073.08 Vouchers $7,009,597.15 ($7,634,670.23)

Disbursements per Bank: ($7,747,780.36) $697 ,035.65 $826,449.09

Outstanding Checks ($141,284.05) Account Analysis Fees ($887.98) Bank Deposit Adjustment $2.00 Non Cash Transactions by NSMC 5/ 10 & 5/ 13/19 shouldn't have been receipted ($193.00) Returned check- NSF 5/09/19 Kreations by Kate LLC ($350.00) Credit Card Processing Fees ($549.76)

Credit Card Activity in Transit: $203.73 $85.00 $9,891.87 $90.00 $924.34 $1,385.08 $149.00 $224.00 $382.00 $870.00 $1,251.60 $1,280.3 1 $290.20 $781.34 $1,975.27 $695,056.91 $695,056.91

SUMMARY: Interest Rate Balance Checking Account: $695,056.91 Petty Cash: $1,800.00 Money Market: 2.6 19% $16,733,126.30 State of Wis. Investment Pool: 2.470% $8,991,937.75 Temporary Cash Investments: $24,485,000.00

Total cash available for debt retirement and general obligations as of May 31, 20 19: $50,906,920.96

Respectfully submitted, North Shore Library April 2019

Activity by the Numbers  9,557 Residents visited the North Shore Library  18,087 Physical Items checked out  46 New Library Cards Issued  29 days North Shore Library was open  3603 E-items checked out by NSL residents  2,582 WIFI Sessions  1,334 Public Computer Sessions  2,776 Website Visits  52 Community Room  158 Study Room use Classes  23 Children’s Classes with 340 Participants Lizzy Lowrey – Head of Youth Services  28 Adult Classes with 316 Participants

April Check-outs by Community

4.28% RIVER HILLS 771 49.59% GLENDALE 8942 29.34% FOX POINT 5290

BAYSIDE 16.80% 3030

Highlights/Accomplishments  Lizzy Lowrey joined the Library Staff as Head of Youth Services. Lizzy previously served as Manager of the Milwaukee Public Library Central Children’s Room. She has also worked in the Seattle and Oregon Public Library Systems. Lizzy has been busy scheduling classes and preparing for the Children’s Summer Reading Program, which will kicks off on June 10th.  Library staff, attended the Multi-Agency Resource Center set up by the Red Cross for the residents affected by the Bayside Apartment Fire. Staff distributed information about library cards, provided assistance for those who lost library materials in the fire, provided free crafts for children and books for all.  Adult Services team began ordering, receiving, and cataloging items for the new Share Shed, an initiative that will allow patrons to borrow specialty items, like a telescope or binoculars. North Shore Library May 2019

Activity by the Numbers  9,448 Residents visited the North Shore Library  20,003 Physical Items checked out  53 New Library Cards Issued  29 days North Shore Library was open  3,498 E-items checked out by NSL residents  2,502WIFI Sessions  1,399 Public Computer Sessions  2,899 Website Visits  39 Community Room  164 Study Room use Classes  13 Children’s Classes with 96 Participants  10 outreach events reaching 539 residents Funded by Fox Point Foundation Donation  19 Adult Classes with 354 Participants

May Check-outs by Community

4.72% RIVER HILLS 811 49.91% GLENDALE 8571 29.62% FOX POINT 5087 15.75% BAYSIDE 2704

Highlights/Accomplishments  The Friends of the North Shore Library donated $25,642.00 to the North Shore Library! These funds pay for many of the extras that are not covered in our operating budget. The Friends support all of our Children’s Classes throughout the year, including the tutoring program, much of the Adult programming, the Lucky Day Book initiative, Special Collections and new this year – the Library of Things housed in our Share Shed!  The Fox Point Foundation donated $1,413.00 to the Library to cover the cost of an AED. The Library Staff had training on this important life saving device from the North Shore Fire Department at the annual Professional Development Day in December 2018.  Youth Services staff spent much of May preparing for the annual Youth Summer Reading Program. This program encourages kids to maintain reading skills over the summer by setting goals and reading for fun. The library also provides numerous STEM classes to help prevent the summer learning slide. Staff met with students at Bayside Middle School, Stormonth, St. Eugene’s and Indian Hill to encourage participation in the Summer Reading Program.

MINUTES OF THE NORTH SHORE WATER COMMISSION MEETING OF WEDNESDAY, APRIL 10, 2019

A meeting of the North Shore Water Commission was held at the Filtration Plant, 400 West Bender Road, Glendale, Wisconsin on Wednesday, April 10, 2019.

Meeting was called to order at 8:04 A.M. by Mr. Edlebeck.

Present: John Edlebeck, Secretary (Whitefish Bay); Charlie Imig, Alternate (Glendale)

Also present: Eric Kiefer, Plant Manager & Recording Secretary

MINUTES

It was moved by Mr. Imig, seconded by Mr. Edlebeck, and unanimously carried to approve the minutes for the meeting held March 13, 2019.

MONTHLY REPORT OF PLANT OPERATIONS

Mr. Kiefer provided the Commission with a report regarding plant operations. During discussion, he mentioned that pumpage in March is significantly up from last March. Mr. Edlebeck explained that Whitefish Bay found a leak on Lake Drive that will soon be repaired; the leak likely started in late February. Mr. Kiefer explained there was a significant fire in Bayside that brought up Mequon's delivery volume. The report was placed on file without any motion.

ANNUAL OPERATING BUDGET

Mr. Kiefer presented the monthly financial reports, and they were put on file without motion.

MONTHLY BILLS

It was moved by Mr. Imig, seconded by Mr. Edlebeck, and unanimously carried that the following payments be approved and authorization was given to the Fiscal Agent to make such payments.

Vendor Amount Amazon (chair glides and sockets) $146.41 American Bolt (stainless steel bolts and screws) $1,392.33 Arch Electric (interconnection app with We Energies for proposed solar panel array) $2,100.00 Baker Tilly (financial audit services) $3,529.00 Core & Main (blind flange and gaskets) $681.80 Diversified Benefit Services (Section 125 Plan administration) $97.50 Enecon (polymer based mortar) $440.00 Falls Manufacturing (mounting plate for high service pump #4) $600.25 Filtration Solutions (separators for air compressors) $222.70 Fuchs & Boyle (legal services) $273.00 Glendale Water Utility (environmental and stormwater charges) $591.60

Page 1 Grainger (cable ties, gloves, hardware, nylon valves, degreaser, first aid supplies, lubricant, base neutralizer, conductivity probe, multifunction meter, compressed air $1,832.40 separators, hoses & lab reagents) Great America (lease payment for copier/printer) $100.00 Hawkins (treatment chemicals: aqueous ammonia and phosphate) $526.58 ldexx (collection vessels) $588.20 Lemberg Electric (electrical contractor) $225.15 Mulcahy Shaw Water (reissue check that was approved and issued in December $316.90 2018) Northern Lake Service (compliance monitoring) $628.00 Pace Analytical (compliance monitoring) $1,908.00 Process Research Solutions (engineering for corrosion control chemical change) $919.00 Rotroff Jeanson (accounting services) $1,085.00 Securian I Minnesota Life (employee life insurance) $115.81 Spectrum Business (internet services, Bender phone, and Klode phone - $571.16 ESTIMATED) USA Bluebook (chlorine & phosphate reagents, hoses for chemical feed pump, $2,692.42 hardware, turbidimeter plug) Village Ace Hardware (painting supplies, wipes, plumbing supplies, hardware, and $277.95 hose) Village of Whitefish Bay Water Utility (water bill for Klode) $434.41 WaterStone Bank (credit card - General Fund) $161.83 --AT&T (monthly internet charge): $61. 77 -- Google (google apps for work): $54. 16 -- StraightTalk (cell phone): $45.90 We Energies (Bender Electric) $13,868.48 We Energies (Bender Gas) $1,433.34 We Energies (Green Tree Electric) $16.12 We Energies (Henry Clay Electric) $16.92 We Energies (Klode Electric- ESTIMATED) $4,291.33 We Energies (Klode Gas) $13.62 Wisconsin State Lab of Hygiene (fluoride analysis) $52.00

SUB-TOTAL $42, 149.21 Capital Fund

SUB-TOTAL $0.00

TOTAL $42, 149.21

PAYMENT REQUESTS FOR CAPITAL PROJECTS

Mr. Kiefer provided the Commission with a payment request for the Reservoir Upgrade Project (2019-1 ). Engineering for the project started; Mr. Kiefer reported that there was a kickoff meeting

Page2 with both plant staff and the City of Glendale. SEH was represented by Miles Jensen and Brad Weiss; Clark Dietz was represented by Mustafa Emir. At those meetings, various topics were discussed included scheduling, permitting, the effects of installing solar panels, construction traffic, and other general construction topics.

Mr. Kiefer provided the Commission with a payment request for the Air Dryer Replacement Project (2019-3). He explained that the project was identified last year. Since then, We Energies and Focus on Energy completed an energy audit for the Commission and identified the replacement of the air dryer as a priority. Using their recommendations, plant staff made other changes resulting in the exceedance of the $3,000 project budget. With that said, Mr. Kiefer noted that he expects a custom incentive from Focus on Energy in the amount of $500 to offset some of the extra costs. In the end, plant staff expects the project will save the Commission $1,000 annually in energy costs.

It was moved by Mr. Imig, seconded by Mr. Edlebeck, and unanimously carried to approve the payment request for project 2019-1 in the amount of $1,249.79 and for project 2019-3 in the amount of $3, 702.86.

BAKER TILLY ENGAGEMENT LETTER

Mr. Kiefer reminded the Commission that Baker Tilly is its auditing firm. He explained that the current agreement has run out with the completion of the 2018 audit, and it is now time to consider signing a new engagement letter. Mr. Kiefer provided the Commission with a document showing the cost of Baker Tilly audits since 2009 and the proposed costs for 2019 through 2023.

Mr. Kiefer noted that the proposed 5-year average annual increase is about half the previous 5-year average. Furthermore, he stated that he did not solicit any proposals from competing firms. Although Mr. Kiefer thought it may be possible to get a lower cost from a competing firm, he didn't know if the Commission wanted to find a new auditor. Since 2 of the 3 member utilities use Baker Tilly, there may be some advantages if the Commission did not change its auditing firm.

Mr. Imig asked how long has the Commission been with Baker Tilly. Mr. Kiefer did not recall the exact year, but thought it was around 1998.

Mr. Edlebeck asked if there was any reason for switching. Mr. Kiefer did not express any reason or desire to switch auditing firms.

Mr. Kiefer indicated that there is no rush to sign the engagement letter, and that the Commission could wait until next month.

It was moved by Mr. Edlebeck, seconded by Mr. Imig, and unanimously carried to authorize Mr. Kiefer to execute the Engagement Contract Letter from Baker Tilly dated March 1, 2019 for 2019 to 2023 auditing services.

WISCONSIN UTILITY EXPOSURE PROPOSAL

Mr. Kiefer provided the Commission with a proposal from Wisconsin Utility Exposure (WUE) to perform hydro-excavation services pertaining to the location of the raw water transmission main. He went through the proposal and sample report provided by WUE.

Page3 Mr. Kiefer explained that other firms were solicited to provide proposals; the only other firm that responded was Valley Hydro-Excavation. That proposal was also provided to the Commission and he briefly went through it as well. He explained that this proposal provided fewer services than the WUE proposal--and the pricing was not firm.

Mr. Imig and Mr. Edlebeck discussed the possibility of using their own crews to perform the work; however, there was a concern about finding the time and resources to complete the work. They were both in agreement that it would be best for the Commission to retain a contractor to perform the work.

Mr. Imig and Mr. Edlebeck also discussed permits. Both said that a right-of-way permit would be necessary. With that said, both agreed that it would not be necessary to charge a fee for the permit or hold a deposit. If there is any problem with site restoration, Mr. Edlebeck suggested that payment would not be approved by the Commission.

It was moved by Mr. Imig, seconded by Mr. Edlebeck, and unanimously carried to approve the proposal from Wisconsin Utility Exposure dated March 29, 2019 in the amount of $975 per hard surface opening and $725 per soft surface opening.

STRAND ASSOCIATES

Mr. Kiefer provided the Commission with a draft agreement with Strand Associates for peer review services. He noted that it was the Commission's intent to hire a second engineering firm to peer review the 30 percent complete drawings and specifications--as reflected in the RFP (and in proposals submitted by firms). Provided that the Commission was very pleased with Strand Associates' initial proposal, Mr. Kiefer thought it was appropriate to ask them for another proposal for the peer review work.

Mr. Edlebeck commented that the description listed in the proposed task order needed to be revised to match language in the RFP. Mr. Kiefer agreed and mentioned that he would get that changed.

Mr. Edlebeck noted that the engineering fee is rather high in comparison to average hourly rate in their initial proposal. Mr. Kiefer mentioned that he had a conversation with Mr. Wood from Strand Associates. According to Mr. Wood, the rate is higher because only senior level engineers would be participating in the peer review.

Mr. Edlebeck noted that the proposal should be for a not-to-exceed amount. Mr. Kiefer agreed.

Lastly, Mr. Edlebeck asked if the March 31, 2020 date is appropriate. Mr. Kiefer explained that the date is fine; however, it might be in the Commission's best interest to move the date up to December 31, 2019. That way the contract ends with the fiscal year.

Mr. Kiefer commented that the agreement would essentially give the Commission 60 hours of senior engineering time. It would be up to the Commission to assign work to Strand Associates as needed.

Mr. Edlebeck and Mr. Imig commented that they haven't contracted for this kind of work before, but both agree that it is a good idea.

Page4 It was moved by Mr. Edlebeck, seconded by Mr. Imig, and unanimously carried to authorize Mr. Kiefer to execute the agreement with Strand Associates presented at the meeting pending the changes discussed and legal review.

CORROSION CONTROL CHEMICAL CHANGE UPDATE

Mr. Kiefer provided the Commission with a report summarizing the current state of the corrosion control chemical change. He went through the report highlighting important dates.

In Mr. Kiefer's discussion, he explained that there are 2 different types of lead and copper monitoring that will be going on this year. First, there will be compliance monitoring that is required by the Wisconsin Department of Natural Resources (WDNR). Second, there will be new, on-going lead and copper monitoring starting up in the Village of Whitefish Bay.

Compliance monitoring will require the Commission to collect water samples at specific sampling sites, at very specific dates, for various types of water quality parameters. Essentially, results need to demonstrate that lead and copper corrosion in the system improves (or does not change) when the corrosion control chemical changes. If the Commission provides satisfactory results, the special compliance monitoring will be over in approximately 1 year, and regular compliance monitoring will resume.

The new lead and copper monitoring will be similar to previous research projects. A "monitoring station" will be installed in the Village of Whitefish Bay Department of Public Works Building. An employee will collect weekly information from the station to determine if lead and copper corrosion, or a water quality indicator, has changed. This can prompt plant staff to make a change in its treatment or trigger another corrective action. This monitoring will continue indefinitely.

Mr. Kiefer explained that he has retained Process Research Solutions (PRS) to assist with both types of monitoring for the first 12 weeks. A report and presentation will be given to the Commission regarding data gathered from both types of monitoring. At that meeting, PRS will provide a proposal to assist the Commission with lead and copper monitoring until special compliance monitoring is over.

Mr. Imig asked about finding a sampling site in Glendale (for compliance monitoring). Mr. Kiefer explained that he met with Alderwoman Vukovic and is working on finding a site.

Mr. Edlbeck asked about the other sites. Mr. Kiefer explained that he intends to ask employees of the North Shore Fire Department, who live in Whitefish Bay that have a lead service. He believes it is likely that 2 sites in Whitefish Bay can be identified in this way. Unless Mr. Kiefer gets direction from Fox Point, he will likely ask people in Fox Point that have previously participated in lead and copper testing.

No action was taken by the Commission regarding this matter.

MANAGER'S REPORT

1. High service pump #4 wiring was inspected and tested by Lemberg Electric in preparation for

Page5 the new VFD cabinet installation.

2. Plant staff prepared and primed pipes and mounting plates associated with high service pump #4.

3. The northeast and southeast reservoirs (#1 and #2) have been drained and are being prepared for inspection by SEH. The inspection has been scheduled for April 23.

4. Plant staff are only operating reservoir #3 until the inspection of reservoir #1 is finished. To compensate for reduced chlorine contact time, plant staff increased the free chlorine residual entering the reservoir from 2.8 to 3.5 ppm.

5. SEH performed a survey of the Bender plant in preparation of the reservoir upgrade project.

6. Plant staff performed maintenance on the alum transfer pumps and associated piping.

7. Plant staff found the gate valve on high service pump #4 does not close properly. Plant staff is scheduled to replace said valve between 10:30 AM and 6:00 PM on Wednesday, April 1O.

NEXT MEETING

The next regular meeting was scheduled for Wednesday, May 8, 2019 at 8:00 AM.

ADJOURNMENT

It was moved by Mr. Imig, seconded by Mr. Edlebeck, and unanimously carried to adjourn at 9:15 A.M.

Submitted by:

Eric Kiefer, Plant Manager and Recording Secretary Date

Page 6 CITY OF GLENDALE POLICE DEPARTMENT

5909 North Milwa ukee River Parkway Glendale , Wisconsin 53209-3815 (414) 228- 1753 Fax (414) 228-1707 Email : police@glendale-wi . org

June 3, 2019

Mayor and Common Council City of Glendale 5909 N. Milwaukee River Pkwy. Glendale, Wisconsin 53209

Dear Mayor and Common Council,

Attached is the Glendale Police Department monthly report for May 2019. This report tabulates the total number of calls handled and provides an overview of our monthly activity.

Officers responded to a total of 1430 calls for service in this period. There was 1 Crimes Against Persons reported, 72 Crimes Against Property investigated and 13 Crimes Against Society.

Should you have any questions regarding this report, or additional suggestions, please don't hesitate to call on me.

Sincerely,

Mark Ferguson Chief of Police Glendale Police Department Monday, June 3, 2019 5909 N Milwaukee River Parkway I Glendale, WI 53209 I Phone: (414) 228-175 10:38:05 am • Monthly Activity Overview ** For official use only ** For Reporting Period: 05/01/19 - 05/31/19 Patrol Area: ALL

NOTE: This report cannot be run based on lndlvdual officer - It Is based on unique Incident. This report Is for specific overview purposes & counts. For Individual Officer activities, please refer to Officer Activity Count reports. Calls Reports

0.8% • 911 Interface 13.9% • Incident 41.0% • Phone 38.0% • Property 20.s•;, • Squad 48.1% • Supplemental 37.7% Total: 100.0% Total: 100.0%

Reports are selected based upon Dttm report Is written and selected If Dttm falls within date range above-speclrled.

Total 0001 0800 1601 Total 0001 0800 1601 0800 1600 2400 0800 1600 2400 Hours Hours Hours Hours Hours Hours

Total 1,430 299 541 590 Total 608 122 271 215

911 Interface 199 21 89 89 .....!!! t 5 3 0 2 Phone 0 a 543 81 252 210 Incident 249 53 113 83 a:~ Squad 688 197 200 291 Property 125 35 36 54

Supplemental 229 31 122 76

Arrests Citations

• Felony 17.1% • Adult Ordinance 15.1% • Misdemeanor 15.2•;, 49.1% • Ordinance 34.2% • Traffic • Warning 35.8% • Unclassed 33.5°,(, 100.0% Total: 100.0% Total:

Phoenix RMS rev.07/17/13 ** Confidential - Unauthorized Use Prohi bited ** Page 1of2 Glendale Police Department Monday, June 3, 2019 5909 N Milwaukee River Parkway I Glendale, WI 53209 I Phone: (41 4) 228-175 10:38:05 am • Monthly Activity Overview ** For official u se only ** For Repor ting Period: 05/01/19 - 05/31/19 Patro l Area: ALL

Arrests are selected based upon the charge type. Therefore If an Citations are co unted by Citation Type alone. arrest was made wherein three charges with d ifferent types are noted, the arrest will count under EACH charge type.

Total 0001 0800 1601 Total 0001 0800 1601 0800 1600 2400 0800 1600 2400 Hours Hours Hours Hours Hours Hours

Tot al 158 42 54 62 Total 321 77 85 159 Ill Felony 27 4 9 14 c: Adult Ordinance 51 11 21 19 ~ .~ Ill ... f Misdem eanor 24 9 4 11 .5 Traffic 166 28 41 97 ~ ti 'lit Ordinance 54 13 23 18 Warning 104 38 23 43

Unclassed 53 16 18 19 Field Interview Stops

• Other 100.0% Total: 100.0%

Field I nteN few Stops are counted by reason for stop.

Total 0800 1600 Hours

.... Total 1 1 l!l ~ Other 1 1

Phoenix RM S rev.07/17/13 **Confidential - Unauthorized Use Prohibited** Page 2 of 2 Glendale Police Department Monday, June 3, 2019 5909 N Milwaukee River Parkway I Glendale, WI 53209 I Phone: (414) 228-1753 10:35:02 am • CFS Tally by Hour ** For official use only •• Reporting Period: 5/1/2019 12:00:33AM - 5/31/2019 10:48:53PM

Hourly Breakdown

City of Glendale

Total 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23

Total 1,430 29 72 70 37 19 8 31 33 53 74 71 72 71 70 74 56 101 72 71 53 60 104 83 46

911 - 911 Hang up/error 80 1 1 2 1 3 3 9 4 6 4 7 7 9 7 2 4 1 2 3 3 1

AC· Animal Complaints 24 1 1 1 2 1 4 2 2 1 2 1 2 1 1 1 1

ACPO - Accident - POO 40 1 3 2 1 2 2 3 7 1 2 5 3 5 1 2

ADA - Assist Other Agency 24 2 2 1 1 1 2 1 2 3 1 2 1 2 3

ASST - Assault/Battery 1 1

AV - Abandoned Vehi

BA - Burglar Alarm 33 1 4 5 2 1 3 1 4 1 1 2 1 1 2 2 1 1

BURG - Burglary 1 1

CDTP - Property Damage 10 1 1 2 1 1 1 2 1

CFR107 - SUAS Utilization - GLPO only 3 1 1 1

CHAP - Chapter 51 Commitment 1 1

CHECK - Va

CODE - Code Violations 6 1 2 1 1 1

CONV • Conveyan<:e 9 1 1 1 1 2 1 1 1

Phoenix RMS rev. 07/29/13 •• COnfidentlal • Unauthorized Use Prohibited •• Page 1of4 Reporting Period: 5/1/2019 12:00:33AM - 5/31 /2019 10:48:53PM

Hourly Breakdown

Total 0 1 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23

DC - Disorderly Conduct 44 1 1 1 1 2 3 4 7 3 1 2 6 2 2 4 1 3

DEATH - Death Investigation 5 1 1 1 1 1

DIST - Disturbance 12 1 2 3 1 1 1 2 1

DISV - Disabled Vehicle 40 2 3 3 4 1 1 3 1 1 2 4 5 2 5 2 1

ORNE - Driving Complaint 23 2 1 1 1 1 4 2 1 4 2 1 3

DRUG - Controlled Substance 4 1 1 2

DV - Domestic Violence 4 1 1 1 1

ESC - Escort 2 1 1

EV - Enuv to Vehide 14 2 1 1 4 1 1 1 1 1 1

FDCALL - Fire Call - PD 16 1 1 1 1 2 1 3 1 1 1 2 1

FI - Subject Stop for FI 65 3 11 16 8 2 1 2 4 1 3 3 1 3 1 1 1 1 1 2

Fight - Fight 5 1 1 2 1

FPROP - Found Property 6 1 1 1 2 1

FRAUD - Fraud 10 2 2 1 1 3 1

FT - Fa mily Trouble 13 1 1 1 2 1 2 2 2 1

HALM - Hold Up Alarm 8 1 1 1 2 1 2

HAZ - Road Hazard - PD 7 1 1 1 1 1 1 1

HR - Hit and Run 13 2 1 1 2 3 2 1 1

JUV - Juvenile Complaint 11 1 1 2 2 1 2 1 1

LOCK - Lock Out 3 1 1 1

LOCKOIJT - Auto Lockout 12 1 1 1 1 1 2 1 1 1 1 1

LPROP - Lost Property 2 1 1

Phoenix RMS rev. 07/29/ 13 •• confidential ... Unauthorized Use ProhJblted •• Page 2 of 4 Reporting Period : 5/1/2019 12:00:33AM - 5/31 /2019 10:48:53PM

Hourly Breakdown

Total 0 l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23

MISSING - M;sslng 2 1 1

MVT - Motor VeMcle Theft 4 1 1 1 1

NOISE - No;se Complaint 12 1 2 1 1 2 2 1 1 1

NT - Ne;ghbor Trouble 6 2 3 1

OPEN - Open Door 7 2 1 1 2 1

OWi - Operat;ng While Intox;cated 3 1 1 1

PAID - Police Mutual Aid 1 1

PARK - Paricino Complaint 38 1 2 2 1 2 1 1 1 1 1 3 3 2 4 2 3 2 3 1 2

Pl - Accident/Pl 7 1 1 1 1 1 1 1

PRIS - Prisoner Transpgrt 27 1 2 1 2 1 1 1 1 3 1 2 1 4 3 3

RECV - Recovered Stolen Veh 4 1 1 1 1

REl'O - Repossess A Vehkle 2 2

RFP - Request for Police 85 1 1 2 1 3 7 7 6 8 8 7 9 6 2 3 4 4 3 3

ROBB - Robbery 3 2 1

RORD - Restraining Order 3 3

RTHFT - Reta;I Theft 53 1 1 1 2 7 9 5 7 1 6 5 1 3 3 1

SEX - sex Offense I Assault 3 1 1 1

SHOTS - Shots Fired 5 1 1 1 2

SOUC - SoHcitor Complaint 2 2

SPAS - Special Assignment 3 1 1 1

STAT - STAT Alert 2 1 1

SUSP - Suspicious Activity 56 4 3 1 2 4 1 1 3 3 2 2 2 5 3 2 1 2 3 7 3 2

Phoenix RMS rev. 07/29/13 ** confidential ... Unauthorized Use Prohibited •• Page3 of4 Reporting Period: 5/1/2019 12:00:33AM - 5/31/2019 10:48:53PM

Hourly Breakdown

Total 0 1 2 3 4 5 6 7 8 9 1 0 11 1 2 13 14 15 16 17 18 19 20 21 22 23

Ta.E - Telephone Complaint 7 1 1 1 3 1

THEFT - Theft Complaint 25 2 5 2 1 2 1 2 2 4 3 1

TRES - Trespassing 11 1 1 2 1 1 2 1 1 1

TRFC - Traffic Control 4 1 .1 2

TRU - Truancy 3 2 1

TS - Traffic Stop 397 8 36 32 12 5 1 10 4 10 23 19 17 12 9 14 17 25 20 8 27 55 28 5

UTIL - Utilities 2 1 1

WARR - Warrant Pick UP 5 1 2 1 1

WEAP - Weapons Complaint 1 1

WELF - Welfare Check 46 2 1 1 1 1 3 2 4 2 3 2 2 6 6 1 5 1 1 2

ZR!DESCH - *Ride Schedule-GLPD ONLY• 31 16 15

Phoenix RMS rev. 07/29/ 13 ** COntide.ntlal .. Unauthorized Use ProhibJted •• Page4 of 4 WELCOME TO GLENDALE Tap the Possibilities! Welcome to Glendale Progress Report April 16th through May 15th, 2019

Dear Rachel, Thank you for the opportunity to serve the City of Glendale. I'm honored to be the Executive Director for Welcome to Glendale. The following is a list of monthly accomplishments: Developing a Business Association is a priority. Network at Night has been successful. April's event was at the WAC. We have been creating a database of businesses and collecting intel at each event. We hope to form a business association in January 2020. A committee has been formed. John Fuchs has been advised. We have hired a company to create a website portal for the business association. A website plan has been laid-out. A monthly business-to-business email is launched the fourth week of the month.

Community Relations and Outreach The Welcome to Glendale Facebook page and website are updated regularly. The monthly email blast was coordinated, designed, and sent the first week of May. The website is crashing and plans for a new one are in development.

This month's meetings/conferences included: Nicolet National Honor Society (for volunteers), Nicolet Environmental Club, President of North Shore Seniors, WGLB Radio, Bayshore Leadership, Jewish Community Center Kidshare Gala, Uncle Dan's, DRK Creative, Sandford Medical, Milwaukee Brewers Guild, Bar Louie new management, Rain Truth for Vegan Fest, Filipino Fest Event Planner, World of Beer Event Planner, Weyco Company Marketing/Human Resources, Visit Milwaukee Annual Meeting, Silverado, Heartis Ribbon Cutting, Forward Dental, LaQuinta Bayshore, Celtic, and the North Shore Library.

The Oak Leaf Trail Bike Extension/Boardwalk Initiative We presented to the WAC Network at Night.

Sponsorships I am actively lining up sponsorships for the summer event booklets. All concerts for Music in the Glen have official sponsors with over $14K in funds raised. Fourth of July has $14K raised.

Events Summerfest Flyer at Bayshore shelter artwork is currently in production. Events have been submitted to calendars and the media. Space ads are purchased. Flyers are distributed around town. Sponsorship funds are being raised for Fourth of July and Music in the Glen The Root Beer Bash is currently in a planning stage. Wisconsin Beer Lovers Fest is navigating some new challenges with the third-party event planners. Received a $5000 Root Beer Bash JEM Grant

Special Projects Developing a new website for WelcometoGlendale.com and the Glendale-Area Business Association Designed the menus, branding, banners, and flyers for the Sprecher Brewing Outdoor Oasis Rescuing the MusicintheGlen.org website Finalizing the Meeting Planners Guide

P romoting Glendale to the drive markets W elcome to Glendale presented a marketing plan/budget to the Marketing Committee. Ads have been created and placed in Illinois AAA Living Magazine and USA Today's Great Lakes WELCOME TO GLENDALE Tap the Possibilities! Welcome to Glendale Progress Report May 16th through June 15th, 2019 Submitted by Ann M. Deuser, Executive Director Dear Rachel, Thank you for the opportunity to serve the City of Glendale. I'm honored to be the Executive Director for Welcome to Glendale. The following is a list of monthly accomplishments: Sponsorships & Grants: Over $35,000 has been raised for summer sponsorships and $5,000 in grants. Welcome to Glendale is proud of the many businesses who've contributed to this summer's community events. Over $14,000 was collected for the Music in the Glen Concerts and booklet ads. More than $20,000 was collected for the Fourth of July Celebration and booklet ads. Travel Wisconsin awarded Welcome to Glendale $5,000 for the Root Beer Bash.

Events & Projects: The Summerfest Bus "Flyer" Shelter has been decorated across from Bayshore Town Center in a joint-effort between MCTS, Bayshore, Summerfest, and Welcome to Glendale. Marketing is in full-force to attract out-of-town guests to the Glendale stop.

The Wisconsin Beer Lovers Fest was successfully hosted on Saturday, June 15th. (Analytics and data are being collected.)

Network at Night welcomed 50 people to the May 25th event at Brilliant DPI for free food and drinks.

Fourth of July has secured funding. The booklet has been designed and is at the printer. The booklet be distributed starting June 22nd to all Glendale homes. Marketing is in full-force with print and online campaigns.

Music in the Glen is ready to present eight concerts. All are sponsored by local businesses. The booklet is complete. The website is updated. Marketing is in full-force.

The Root Beer Bash is in production and scheduled for August 24th.

Special Projects: A new website for WelcometoGlendale.com and the Glendale-Area Business Association is in production. The Music in the Glen and Fourth of July Booklets were designed by Welcome to Glendale...and now in production. Designed the menus, branding, banners, and flyers for the Sprecher Brewing Outdoor Oasis. Created a Meeting Planners Guide which is being proofed by local event planners. Working on a full business plan for the new business association. Cardinal Stritch Students and faculty are receiving "Welcome Kits" from Glendale area merchants in August at "move in". Assisted with promoting Bayshore Town Center's new vision plan. Attended the Milwaukee Bike Summit to promote the new Trailhead at Maslowski Park. Updated the Glendale hotel contact sheet and dispursed to stakeholders. I've placed ads and advertorials in two Illinois Newspapers for the Root Beer Bash. Sent out two monthly email blasts and maintain the social media platforms. Promoting all the events to the media and print/online marketing channels.

Community Relations and Outreach with Glendale Hotels: I made the rounds to all six hotels to meet with the managers. I updated the hotel information sheet and dispursed to the stakeholders. I educated the leadership at the hotels on upcoming community events. I provided postcards and posters for their lobby. Promoting Glendale to the drive markets Welcome to Glendale presented a marketing plan/budget to the Marketing Committee. Ads have been created and placed in Illinois AAA Living Magazine and USA Today's Great Lakes Travel Guide. Root Beer Bash marketing was placed in Illinois Journal Topic and The Daily Herald. 4C—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: 2019 Used Vehicle Dealer’s and Secondhand/Pawnbroker’s License Applications

FROM: Miranda Etzel, City Clerk

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: 7.10 & 7.13 Budgeted Revenue:

BACKGROUND/ANALYSIS: Applications for Renewal of Used Vehicle and Parts Dealer’s and Pawnbrokers, Secondhand Article & Secondhand Jewelry Dealer’s Licenses, for the period beginning July 1, 2019 and ending June 30, 2020, are submitted for your review. All Police Department background checks have been completed and approved.

RECOMMENDATION: Attached is a list of applicants for both the Used Vehicle Dealer’s and Secondhand/Pawnbroker’s Licenses. Staff recommends approval of the Renewal Applications.

ACTION REQUESTED: Motion to approve the Renewal Applications for all Used Vehicle and Parts Dealer’s, and Pawnbrokers, Secondhand Article & Secondhand Jewelry Dealers Licenses, for the period beginning July 1, 2019 and ending June 30, 2020, as submitted.

ATTACHMENTS: 1. List of Applicants. PAWNBROKERS, SECONDHAND ARTICLE & SECONDHAND JEWELRY DEALER’S LICENSE APPLICANTS APPLICANT ADDRESS CITY STATE ZIP LOCATION ABA SEMAR 5465 N Port Washington Rd Glendale WI 53217 5465 N Port Washington Rd, Glendale, WI 53217 Brass Bell Music Store 210 W Silver Spring Dr Glendale WI 53217 210 W Silver Spring Dr, Glendale, WI 53217 ecoATM, Inc. 10121 Barnes Canyon Rd San Diego CA 92121 6969 N Port Washington Rd, Glendale, WI 53217 ecoATM, Inc. 10121 Barnes Canyon Rd San Diego CA 92121 1735 W Silver Spring Dr, Glendale, WI 53209 Robert Haack Diamonds, Inc. 6969 N Port Washington Rd Glendale WI 53217 6969 N Port Washington Rd, Glendale, WI 53217

USED VEHICLE DEALER’S & USED PARTS LICENSE APPLICANT TRADE NAME ADDRESS CITY STATE ZIP LOCATION ADDRESS Andrew Chevrolet, Inc. Andrew Chevrolet 1500 W Silver Spring Dr Glendale WI 53209 1500 W Silver Spring Dr Andrew Motor Sports, Inc. Andrew Toyota 1620 W Silver Spring Dr Glendale WI 53209 1620 W Silver Spring Dr DHH, LLC David Hobbs Honda 6100 N Green Bay Ave Glendale WI 53209 6100 N Green Bay Rd Heiser Ford, Inc. Heiser Ford Lincoln 1700 W Silver Spring Dr Glendale WI 53209 1700 W Silver Spring Dr John Amato CDJR, Inc. John Amato Chrysler Dodge Jeep Ram 5900 N Green Bay Ave Glendale WI 53209 5900 N Green Bay Ave John Amato Nissan, Inc. John Amato Nissan 5200 N Port Washington Rd Glendale WI 53217 5200 N Port Washington Rd Lupient Milwaukee, Inc. Lupient Kia of Milwaukee 7100 Wayzata Blvd Ste 200 Minneapolis MN 55426 6030 N Green Bay Ave Napleton Bluemound Imports, LLC Lexus of Milwaukee 1433 W Silver Spring Dr Glendale WI 53209 1433-1515 W Silver Spring Dr Umansky UBG, LLC BMW of Milwaukee North 1400 W Silver Spring Dr Glendale WI 53209 5990 N Green Bay Ave

4D—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Payment 1 to MUDTeCH, LLC for work completed on the Bender Trail—Oak Leaf Trail Connection Project.

FROM: Charlie Imig, Director of Public Works

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: Capital Projects Wisconsin Statues: N/A Budgeted Expenditure: $400,000 Municipal Code: N/A Budgeted Revenue: Grant

BACKGROUND/ANALYSIS: Contract amount for the project is $117,480.50.

RECOMMENDATION: I recommend the following payment 1 to MUDTeCH, LLC for work completed on the Bender Trail—Oak Leaf Trail Connection Project. The engineering, surveying, and inspection costs to date are $10,700.00. Original Contract: $117,480.50 Change Orders: $0.00 Revised Contract: $117,480.50

Work Completed to Date: $39,220.93

Less Retainage (10%): $3,922.09

Payment 1: $35,298.84

ACTION REQUESTED: Motion to approve payment 1 for to MUDTeCH, LLC in the amount of $35,298.84.

ATTACHMENTS: 1. Pay Application 1.

June 13, 2019

The City of Glendale ATTN: Charlie Imig, Director of Public Works 5909 N. Milwaukee River Parkway Glendale, WI 53209

Re: Glendale Bender Trail – Oak Leaf Trail Connection Pay Application 1

Dear Charlie Imig:

Here is the Pay Application 1 for the Glendale Bender Trail – Oak Leaf Trail Connection project from MUDTeCH, LLC. I have reviewed the pay application and agree with the amount of $35,298.84 that they are asking for. Our engineering fees for construction to date are $10,700.00. Please let me know if you have any questions.

Sincerely,

Clark Dietz, Inc.

Andy Ashley, PE Project Engineer E-mail: [email protected] cc:

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CONTRACT FOR: Bender - Oak Leaf Trail Connection CONTRACT DATE: CONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor certifies that to the best of the Contractor's knowledge, Application is made for payment, as shown below, in connection with the Contract. information and belief the Work covered by this Application for Payment has been Continuation Sheet, AIA Document G703, is attached. completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due.

1. ORIGINAL CONTRACT SUM $ 117,480.50 2. Net change by Change Orders $ 0.00 CONTRACTOR: 3. CONTRACT SUM TO DATE (Line 1 ± 2) $ 117,480.50 4. TOTAL COMPLETED & STORED TO $ 39,220.93 DATE (Column G on G703) By: Date: 5. RETAINAGE: a. 10% of Completed Work $ 3,922.09 State of: County of: (Column D + E on G703) Subscribed and sworn to before me this day of b. 0% of Stored Material Notary Public: (Column F on G703) My Commission expires: Total Retainage (Lines 5a + 5b or Total in Column J of G703) $ 3,922.09 ENGINEERS'S CERTIFICATE FOR PAYMENT 6. TOTAL EARNED LESS RETAINAGE $ 35,298.84 In accordance with the Contract Documents, based on on-site observations and the data (Line 4 Less Line 5 Total) comprising the application, the Engineer certifies to the Owner that to the best of the 7. LESS PREVIOUS CERTIFICATES FOR Architect's knowledge, information and belief the Work has progressed as indicated, PAYMENT (Line 6 from prior Certificate) $ the quality of the Work is in accordance with the Contract Documents, and the Contractor 8. CURRENT PAYMENT DUE $ 35,298.84 is entitled to payment of the AMOUNT CERTIFIED. 9. BALANCE TO FINISH, INCLUDING RETAINAGE 82,181.67 (Line 3 less Line 6) AMOUNT CERTIFIED ...... $

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS (Attach explanation if amount certified differs from the amount applied. Initial all figures on this Total changes approved Application and onthe Continuation Sheet that are changed to conform with the amount certified.) in previous months by Owner $ - $ - ENGINEER: Total approved this Month $ - $ - By: Date: TOTALS $ - $ - This Certificate is not negotiable. The AMOUNT CERTIFIED is payable only to the Contractor named herein. Issuance, payment and acceptance of payment are without NET CHANGES by Change Order $ - prejudice to any rights of the Owner or Contractor under this Contract. AIA DOCUMENT G702 · APPLICATION AND CERTIFICATION FOR PAYMENT · 1992 EDITION · AIA · ©1992 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, DC 20006-5292 Users may obtain validation of this document by requesting a completed AIA Document D401 - Certification of Document's Authenticity from the Licensee. CONTINUATION SHEET AIA DOCUMENT G703 2 OF 3 AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing APPLICATION NO: 1 Contractor's signed certification is attached. APPLICATION DATE: 6/12/2019 In tabulations below, amounts are stated to the nearest dollar. PERIOD TO: Use Column I on Contracts where variable retainage for line items may apply. ENGINEER'S PROJECT NO: G0580200

A B C D E F G H I J ITEM DESCRIPTION OF WORK SCHEDULED WORK COMPLETED MATERIALS TOTAL % BALANCE RETAINAGE NO. VALUE FROM THIS PERIOD PRESENTLY COMPLETED (G ÷ C) TO FINISH PREVIOUS STORED AND STORED (C - G) APPLICATION (NOT IN TO DATE (D + E) D OR E) (D+E+F)

201.0110 Clearing and Grubbing $13,500.00 $14,800.00 $14,800.00 109.63% ($1,300.00) 205.0100 Common Excavation (Excavation below subgrade) (Proof Roll) (Undisributed) $4,000.00 $4,000.00 $4,000.00 100.00% $0.00 305.0125 Base Aggrigate Dence 1 1/4-inch (6" for Trail, Sidewalk, and Curb) $5,100.00 $0.00 0 0.00% $5,100.00 311.0115 Breaker Run (Undistrubuted) $2,800.00 $700.00 $700.00 25.00% $2,100.00 460.52240 HMA Pavement, 4 LT 58-28 S $21,000.00 $0.00 0 0.00% $21,000.00 602.04150 Concrete Sidewalk 6" $1,152.00 $0.00 0 0.00% $1,152.00 625.01050 Topsoil (Undistributed) $9,000.00 $0.00 0 0.00% $9,000.00 628.15040 Erosion Control Silt Fence $2,312.50 $2,244.05 $2,244.05 97.04% $68.45 628.7515.S Stone or Rock Ditch Check $1,400.00 $1,400.00 $1,400.00 100.00% $0.00 645.0135 Geosynthetic Type SR $7,600.00 $0.00 0 0.00% $7,600.00 SPV.0060.01 Benches $8,400.00 $0.00 0 0.00% $8,400.00 SPV.0060.02 Access Swing Gate $2,500.00 $0.00 0 0.00% $2,500.00 SPV.0060.03 Bollard 4x4 Wooden Post $160.00 $0.00 0 0.00% $160.00 SPV.0060.04 U-Channel Sign Post $810.00 $0.00 0 0.00% $810.00 SPV.0060.05 Standard Sign $492.00 $0.00 0 0.00% $492.00 SPV.0060.06 Street Sign $246.00 $0.00 0 0.00% $246.00 SPV.0060.07 Specialty "Funded By" Sign $260.00 $0.00 0 0.00% $260.00 SPV.0090.01 MGS Guardrail 3 K $2,460.00 $0.00 0 0.00% $2,460.00 SPV.0090.02 Split Rail Fence $1,260.00 $1,080.00 $1,080.00 85.71% $180.00 SPV.0105.01 Earthwork, Grading, and Excavation $8,662.50 $6,496.88 $6,496.88 75.00% $2,165.63 SPV.0105.02 Boardwalk $17,000.00 $8,500.00 $8,500.00 50.00% $8,500.00 SPV.0180.01 Road Widening $4,500.00 $0.00 0 0.00% $4,500.00 SPV.0180.02 Hydro Seed Restoration $2,189.00 $0.00 0 0.00% $2,189.00 SPV.0180.03 Erosion Seed Restoration $676.50 $0.00 0 0.00% $676.50

PAGE TOTALS $ 117,480.50 $ - $ 39,220.93 $ - $ 39,220.93 $ 78,259.58 $ -

Users may obtain validation of this document by requesting of the license a completed AIA Document D401 - Certification of Document's Authenticity CITY OF GLENDALE, WISCONSIN- GLENDALE- DENDER TRIAL-OAK LEAF CONNECTION 3 OF 3 Quantities

Contract Quantities Pay App 1 Item Description Unit Price Unit QTY Total QTY Total 201.011 Clearing and Grubbing $ 10.00 SY 1350 $ 13,500.00 1480 $ 14,800.00 205.01 Common Excavation (Excavation below subgrade) (Proof Roll) (Undisributed) $ 50.00 CY 80 $ 4,000.00 80 $ 4,000.00 305.0125 Base Aggrigate Dence 1 1/4-inch (6" for Trail, Sidewalk, and Curb) $ 30.00 CY 170 $ 5,100.00 0 $ - 311.0115 Breaker Run (Undistrubuted) $ 35.00 CY 80 $ 2,800.00 20 $ 700.00 460.5224 HMA Pavement, 4 LT 58-28 S $ 150.00 TON 140 $ 21,000.00 0 $ - 602.0415 Concrete Sidewalk 6" $ 12.00 SF 96 $ 1,152.00 0 $ - 625.0105 Topsoil (Undistributed) $ 45.00 CY 200 $ 9,000.00 0 $ - 628.1504 Erosion Control Silt Fence $ 1.85 LF 1250 $ 2,312.50 1213 $ 2,244.05 628.7515.S Stone or Rock Ditch Check $ 70.00 CY 20 $ 1,400.00 20 $ 1,400.00 645.0135 Geosynthetic Type SR $ 8.00 SY 950 $ 7,600.00 0 $ - SPV.0060.01 Benches $ 2,100.00 EACH 4 $ 8,400.00 0 $ - SPV.0060.02 Access Swing Gate $ 2,500.00 EACH 1 $ 2,500.00 0 $ - SPV.0060.03 Bollard 4x4 Wooden Post $ 80.00 EACH 2 $ 160.00 0 $ - SPV.0060.04 U-Channel Sign Post $ 90.00 EACH 9 $ 810.00 0 $ - SPV.0060.05 Standard Sign $ 82.00 EACH 6 $ 492.00 0 $ - SPV.0060.06 Street Sign $ 82.00 EACH 3 $ 246.00 0 $ - SPV.0060.07 Specialty "Funded By" Sign $ 260.00 EACH 1 $ 260.00 0 $ - SPV.0090.01 MGS Guardrail 3 K $ 41.00 LF 60 $ 2,460.00 0 $ - SPV.0090.02 Split Rail Fence $ 9.00 LF 140 $ 1,260.00 120 $ 1,080.00 SPV.0105.01 Earthwork, Grading, and Excavation $ 8,662.50 LS 1 $ 8,662.50 0.75 $ 6,496.88 SPV.0105.02 Boardwalk $ 17,000.00 LS 1 $ 17,000.00 0.5 $ 8,500.00 SPV.0180.01 Road Widening $ 50.00 SY 90 $ 4,500.00 0 $ - SPV.0180.02 Hydro Seed Restoration $ 1.10 SY 1990 $ 2,189.00 0 $ - SPV.0180.03 Erosion Seed Restoration $ 1.65 SY 410 $ 676.50 0 $ -

Total: $ 117,480.50 Pay App 1: $ 39,220.93 5A-5D—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Review and Approval of the Tax Incremental Financing District #8 Project Plan.

Recommendation to the Joint Review Board to extend the Tax Incremental Financing District #8 life for Four Years.

Recommendation to the Joint Review Board to extend the Tax Incremental Financing District #8 to expand the boundaries of the TIF to include the entire Bayshore Town Center Property.

Review and Approval of the Development Agreement between the City of Glendale and Bayshore Shopping Center Property Owner, LLC.

FROM: Rachel Safstrom, City Administrator

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: §66.1105 Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: Over the past few months, the City has gone through the required processes to amend the Tax Incremental Financing District #8 Project Plan Amendment #2, extend the life of Tax Incremental Financing District #8, expand the boundaries and work out a new development agreement.

The Amendment to the Project Plan as well as the Development Agreement includes provisions that will pay off the CDA debt related to TIF #8. These documents also incorporate an incentive program for the developer to redevelop the site and invest in Glendale’s future.

RECOMMENDATION: The actions presented must be completed in order.

ACTION REQUESTED: Motion to approve the Tax Incremental Financing District #8 Project Plan Amendment #2.

Motion to recommend the Joint Review Board to extend the Tax Incremental Financing District #8 life for Four Years.

5A-5D—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

Motion to recommend the Joint Review Board to extend the Tax Incremental Financing District #8 to expand the boundaries of the TIF to include the entire Bayshore Town Center property.

Motion to approve the Development Agreement between the City of Glendale and Bayshore Shopping Center Property Owner, LLC.

ATTACHMENTS: 1. Tax Incremental Financing District #8 Project Plan Amendment #2. 2. Development Agreement. Draft Amendment to TID 8 Project Plan

City of Glendale Tax Incremental District Number Eight, City of Glendale Project Plan Amendment #2

I. INTRODUCTION: GOALS AND OBJECTIVES, AND A STATEMENT INDICATING HOW THE ADDITION OF TERRITORY TO TAX INCREMENTAL DISTRICT NUMBER EIGHT PROMOTES THE ORDERLY DEVELOPMENT OF THE CITY

Purpose

The purpose of Project Plan Amendment #2 (“Amendment #2”) is to recognize that Tax Incremental District Number Eight (“TID 8”) is suffering from extreme economic obsolescence, is in need of further redevelopment and requires an extension of the life of the TIF in order to achieve economic stability and retire debt. But for additional economic incentives and an extension of the life of TID 8, redevelopment and economic stability are not feasible.

Background

On August 26, 2002, the City created TID 8 and adopted its Project Plan to facilitate the redevelopment of the City’s major commercial center, located along North Port Washington Road (approximately West Henry Clay Street to West Bender Road) and West Silver Spring Drive (Interstate Highway 43 to North Lydell Avenue). The City amended the Project Plan on June 14, 2004 and added territory (“Amendment #1”). The City desires to amend the Project Plan a second time with this Amendment #2 to add additional territory at the northeast corner of North Port Washington Road and West Silver Spring Drive. Together with this Amendment #2, the City is requesting that the Joint Review Board extend the life of TID 8 for an additional four years through the end of 2033.

Over the life of TID 8, significant debt has been incurred and still requires repayment. At the same time, TID 8 experienced a downturn in retail sales and tenant profitability. Prior owners of the Bayshore Town Center determined that the regional lifestyle mixed use development in its current configuration would be unable to generate sufficient cash flow to service its loan, including its obligation to repay debt incurred by the City and its Community Development Authority (“CDA”).

41518374 Goals and Objectives

The fundamental goal of TID 8 is and continues to be to protect and promote the health, safety, morals and general welfare of the City through the elimination and prevention of substandard, deteriorated, slum and blighted areas and blighted properties through redevelopment and other activities in the redevelopment area. At least 50 percent by area of real property in TID 8 is blighted area and adversely impacted by extreme economic obsolescence.

In order to accomplish the above goals and objectives, and to promote the orderly development of the City, the CDA and the City will exercise their powers under Section 66.1335 and 66.1105 of the Wisconsin Statutes, including but not limited to, acquiring and selling property by purchase, lease, eminent domain or otherwise, issuing obligations to finance its activities within the project area, and other activities such as, but not limited to, planning, urban design and landscape design, relocation planning and related assistance, environmental investigation and remediation, geotechnical investigation, engineering and foundation preparation, surveying and consolidation of parcels of land, building demolition, site clearing and preparation, public works infrastructure improvements, construction of buildings, public facilities and other structures, redevelopment incentives, as well as other required or related activities and actions.

II. EXISTING USES AND CONDITIONS OF REAL PROPERTY WITHIN TID 8; PROPOSED IMPROVEMENTS AND USES AND PROPOSED CHANGES IN ZONING AND CITY ORDINANCES Existing Land Uses and Conditions of Real Property

The original land uses within TID 8 include the Bayshore Mall, the United States Post Office and Glen Bay Plaza multi-tenant retail office center. Amendment #1 added to TID 8 US Bank, Kohl’s Department Store, the Goodyear parcel and the original Bayshore Mall core. A map showing the existing uses and conditions of the real property within TID 8 is attached hereto as EXHIBIT A.

This Project Plan Amendment #2 proposes to further amend the TID 8 project area by adding approximately 7 acres and the existing buildings at the northeast corner of North Port Washington Road and West Silver Spring Drive. A map of the territory to be added to TID 8 by this Amendment #2 is attached hereto as EXHIBIT B. A map of the entire TID 8 project area after adoption of this Amendment #2, together with the metes and bounds legal description of the area is attached as EXHIBIT C.

Proposed Improvements and Uses of Land Within the Project Area

The TID 8 project area is proposed to be redeveloped by repositioning the strongest brick and mortar retail tenants, by replacing some traditional retail tenants with restaurants, entertainment venues, non-traditional experiential retail tenants and by adding additional multi-family and nontraditional age residential uses. Proposed improvements and uses of

41518374 land within the redeveloped TID 8 project area are generally and preliminary depicted on the general conceptual site plan attached hereto as EXHIBIT D.

Proposed Changes of Zoning Ordinances, Master Plan, Building Codes and City Ordinances

The City Common Council adopted a resolution permitting the CDA to perform the function of the Plan Commission for general planning and plan implementation purposes, including tax incremental financing. It was resolved that the CDA be designated and authorized to act as agent for the City in the development and creation of amendments to TID 8.

No revisions of the Master Plan are required to implement the redevelopment contemplated in this Amendment #2. All of the parcels within the amended TID 8 area are zoned PD-Planned Development District. The PD-Planned Development District zoning is consistent with the existing City Comprehensive Plan (Master Plan), calling for retail, office and residential mixed land use throughout the subject area. The PD-Planned Development District zoning will, in combination with an Amended and Restated Development Agreement among the City the CDA and the primary property owner (the “Development Agreement”), ensure development quality and uses that will be compatible with the surrounding commercial and nearby residential neighborhoods.

Implementation of this Amendment #2 to the project plan will not require change or modification to the City Building Codes or other City Ordinances. All proposed activities will conform to and abide by existing codes and ordinances.

III. STATEMENT LISTING THE KIND, NUMBER AND LOCATION OF PROPOSED PUBLIC WORKS OR IMPROVEMENTS Project Public Works or Improvements Included Within the Project Plan

The project public works improvements may include, but are not limited to, street improvements, including streetscape enhancements including benches, trash receptacles, bicycle racks, and other amenities and features intended to encourage pedestrian access, safety and enjoyment, as well as functional improvements of the street to address traffic flow and safety. Also, improvements may be made to underground infrastructure including water mains, sanitary sewers and storm sewers. In the past, the project also included public works outside the district to the extent necessitated by the project plan, including street amenities and related improvements including sanitary sewer, storm sewer, and watermains.

Notwithstanding that public works and improvements have been funded with TID 8 tax increment in the past, at this point, even public works and improvements facilitating redevelopment should be funded consistent with the Development Agreement. Under the Development Agreement, private developers front all redevelopment costs, but redevelopment costs may be reimbursed to private developers on a pay-as-you-go basis out of TID 8 tax increment.

41518374

IV. PROPOSED METHOD OF RELOCATION

Neither the City nor the CDA will be displacing any persons in connection with this Project Plan Amendment # 2.

V. DESCRIPTION OF TIMING AND METHODS OF FINANCING

In order to accomplish project goals and match expenditure streams with projected revenues, the City must have the ability to finance its desired project costs. Financial resources available to the City include general obligation notes and bonds, revenue bonds, community development authority bonds, special assessment bonds, and developer participation in debt service payments.

Financing under this Project Plan Amendment #2 While, in the past, the City and CDA incurred significant debt to fund TID 8 project costs, this Amendment #2 would change the financing of future project costs from debt issued by the City or the CDA to pay-as-you-go reimbursement to private developers for eligible project costs. The Development Agreement being considered together with this Amendment #2 contemplates that private developers will deposit cash into escrow to defease outstanding TID 8 debt (General Obligation debt, CDA lease revenue bond debt including the East Parking Structure debt) in the approximate amount of $56,600,000 and related interest cost for the outstanding debt (less reserves and escrows). The City and CDA also will apply the CDA lease revenue bond reserves and the TID 8 stabilization fund toward the defeasance of existing debt.

VI. ECONOMIC FEASIBILITY STUDY

Due to extreme economic obsolescence, the current appraised and assessed value of the parcels in TID 8 are:

Parcel Current Owner Current assessed value Parcel – 166-800-2003 Post Office $0 Parcel – 166-899-1008 CDA $0 Parcel – 166-800-2005 Kohl’s $5,853,100 Parcel - 166-899-9002 Palermo $4,648,700 Parcel – 166-899-1013 Bayshore Town Center $65,000,000 Total Valuation $75,501,800

At these assessed values, parcels in TID 8 are now valued at their values when TID 8 was initially created in 2002, and almost NO tax increment is being generated. Accordingly, no TID 8 tax increment is being produced to retire the existing outstanding debt in the approximate amount of $56,600,000. Based on this circumstance, the City has requested that the Joint Review Board extend the life of TID 8 for an additional four years until 2033 consistent with Wis. Stat. sec. 66.1105(7)(am). Attached as EXHIBIT F is the City’s request to extend the life of TID 8. Attached as EXHIBIT G is an independent audit that demonstrates that TID 8 is unable to pay off its project costs by 2029, the end

41518374 of its original 27 year life of TID 8.

This Project Plan Amendment #2 incentivizes the current owners of Bayshore Town Center to deposit sufficient cash to defease the current municipal debt, as well as to attract additional equity and investment. Under the proposed Development Agreement, all new TID 8 tax increment will be made available as incentives to facilitate redevelopment of TID 8 properties.

Without these actions, additional investment within and redevelopment of TID 8 will not be feasible. With these actions, the anticipated assessed values could be restored to more than $200,000,000.

Tax Increment Revenues

Tax increment revenues are derived from increased value increment above the base value of TID 8 multiplied by the applicable total property tax rate. Tax increment revenue is projected as set forth in Table 2 below:

Development Schedule and Value

Property Use Description Year Value

Bayshore Towne Center* January 1, 2007 *$329,850,000 (Equalized)

Total Base Value of TID Eight January 1, 2019 $75,501,800 (As Amendment #2)

Estimated TIF Value Increment January 1, 2007 *$257,987,600 January 1, 2019 Ø January 1, 2022 $100,000,000 Total Tax Rate Per $1,000 of $28.2687 Valuation Estimated Annual TIF 2020-2033 *$2,826,870 Revenue* Estimated Total TIF Revenue *$36,749,310 with Amendment #2*

NOTE: *The projected Bayshore Towne Center equalized property value, value increment, annual TIF revenue, and total TIF revenue are each based on the estimates and are subject to City review.

41518374 Economic Feasibility Conclusions for Amendment #2

Based on the aforementioned variables and assumptions, the TID 8 produces estimated total tax increment revenues in the amount of $36,749,310.

Current Project Plan Amendment #2 – It is concluded that the revitalization of TID 8 will not be feasible without the incentives identified in this Amendment #2 and the Development Agreement.

VII. SUMMARY OF FINDINGS As required under Wis. Stat. sec. 66.1105(4) and as documented in this Amendment #2, the following findings are made: 1. The redevelopment contemplated in this Amendment #2 and in the Development Agreement is feasible and in conformity with the City’s comprehensive plan (or master plan).

2. “But for” this Amendment #2, the redevelopment projected to occur as detailed herein and in the Development Agreement would not occur. In reaching this determination, the City and CDA considered the significant outstanding debt of TID 8 and the decreased assessed values of the parcels in TID 8 which generate almost no tax increment.

3. The economic benefits of Amendment #2 more than compensate for the added project costs incurred. No expenditures occur at all unless and until tax increment is generated and payment to developers becomes due under the Development Agreement.

4. The benefits of the proposal outweigh the anticipated tax increments to be paid by the parcels in the overlying taxing jurisdictions. No tax increments will be generated but for this Amendment #2.

5. Not less than 50% of the real property within TID 8 remains blighted and adversely impacted by extreme economic obsolescence.

6. The actions contemplated in this Amendment #2 and in the Development Agreement relate directly to eliminating blight consistent with the purpose for which TID 8 was created.

7. The improvement of the area is likely to enhance significantly the value of all of the other real property in TID 8.

41518374 VIII. ATTORNEY’S OPINION The opinion of the City’s Attorney advising that this Project Plan Amendment #2 is complete and complies with the applicable law is attached hereto as EXHIBIT H.

The effective date of adoption of any resolution approving this Project Plan Amendment #2 shall be after August 15, 2019 (the date on which Wis. Stat. sec. 70.57(lm) requires the Wisconsin Department of Revenue shall notify the City of its equalized value).

41518374 EXHIBIT A

41518374 EXHIBIT B

41518374 EXHIBIT C

MAIN PARCEL:

That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said 1/4 Section, 828.12 feet, North 0 degrees 09 minutes 50 seconds West of the Southwest corner of said 1/4 Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 54 minutes 10 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the point of beginning of the lands about to be described; said point lying in the Easterly right-of-way of relocated North Port Washington Road; thence North 0 degrees 09 minutes 50 seconds West, along said Easterly right-of-way and parallel to the West line of said 1/4 Section, 237.05 feet to a point; thence North 89 degrees 50 minutes 10 seconds East, along said Easterly right-of- way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 15 degrees 05 minutes 40 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 21 minutes 10 seconds East, along said Easterly right-of-way, 299.86 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 26 minutes 55 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 32 minutes 40 seconds East, along said Easterly right-of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.75 feet with it center to the Northwest and a chord 342.61 feet in length which bears North 31 degrees 55 minutes 47 seconds East), an arc distance of 342.98 feet to a point in the East line of the old North Port Washington Road right-of-way; thence North 36 degrees 35 minutes 14 seconds East, along said East line of the old North Port Washington Road, right-of-way, 18.26 feet to a point; thence North 89 degrees 45 minutes 10 seconds East, 564.77 feet to a point; thence South, parallel to and 30 feet from the East line of the West 1/2 of said 1/4 Section, South 00 degrees 00 minutes 02 seconds East, 1,418.73 feet to a point in the South line of the North 15 acres of said 1/4 Section; thence South 89 degrees 54 minutes 10 seconds West along said South line of the North 15 acres of said 1/4 Section 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

Said parcel (as measured) being more particularly described in the survey prepared by HNTB being Job No. 40404, dated November 23, 2004, last revised May 16, 2005 as follows:

41518374 EXHIBIT C

That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said 1/4 Section, 828.12 feet, North 0 degrees 28 minutes 27 seconds West of the Southwest corner of said 1/4 Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 35 minutes 33 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the Easterly right-of-way of relocated North Port Washington Road also being the point of beginning; thence North 0 degrees 28 minutes 27 seconds West along said Easterly right-of-way, 237.05 feet to a point; thence North 89 degrees 31 minutes 33 seconds East, along said Easterly right-of-way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of- way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 14 degrees 47 minutes 03 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 02 minutes 33 seconds East, along said Easterly right-of-way, 299.87 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 08 minutes 18 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 14 minutes 03 seconds East, along said Easterly right-of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.74 feet with its center to the Southeast and a chord 342.61 feet in length which bears North 31 degrees 37 minutes 22 seconds East), an arc distance of 342.98 feet to a point of non- tangency; thence North 36 degrees 16 minutes 37 seconds East, along said Easterly right-of-way, 18.25 feet to a point; thence North 89 degrees 26 minutes 33 seconds East, 564.75 feet to a point; thence South 0 degrees 18 minutes 39 seconds East parallel to and 30 feet West (measured at right angles) to the East line of the West 1/2 of said 1/4 Section, 1,418.73 feet to a point in the South line of the North 15 acres of said 1/4 Section; thence South 89 degrees 35 minutes 33 seconds West along said South line of the North 15 acres of said 1/4 Section, 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 1:

That part of the West 1/5 of the South 10 acres of Government Lot 4 of the West 1/2 of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows, to-wit:

41518374 EXHIBIT C

Commencing at the Southwest corner of said 1/4 Section, running thence North along the West line of said 1/4 Section, 180.0 feet to a point; thence East and parallel to the South line of said 1/4 Section, 183.36 feet to a point; thence South 180.0 feet to a point which is 183.28 feet East of the Southwest corner of said 1/4 Section; thence West along the South line of said 1/4 Section, 183.28 feet to the place of commencement, excepting therefrom the South 60 feet and the West 60 feet thereof, excepting that portion conveyed in Document No. 9210176.

PARCEL 2:

That part of the West 1/5 of the South 10 acres of Government Lot 4 in the West 1/2 of the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said 1/4 Section, which is 180.0 feet North of the Southwest corner of said 1/4 Section, running thence along the West line of said 1/4 Section, 150.0 feet to a point; thence East 263.42 feet to a point on the East line of said West 1/5, which is 330.0 feet North of the South line of said 1/4 Section; thence South along the East line of said West 1/5, 330.0 feet to a point in the South line of said 1/4 Section; thence West along the South line of said 1/4 Section, 80.0 feet to a point, which is 183.28 feet East of the Southwest corner of said 1/4 Section; thence North and parallel to the East line of said West 1/5, 180.0 feet to a point; thence West and parallel to the South line of said 1/4 Section, 183.36 feet to the place of commencement, excepting that portion conveyed in Document No. 9210176.]

PARCEL 3:

Lands in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows:

Commencing at a point 828.12 feet North of the Southwest corner of said 1/4 Section; thence East 395.56 feet to the most Northwest corner of Certified Survey Map No. 2778; thence South along the West line of said Certified Survey Map No. 2778, 331.49 feet; thence East along the South line of Certified Survey Map No. 2778, 131.13 feet; thence South along the West line of Parcel 2 of Certified Survey Map No. 3329, 165.79 feet to the Northwest corner of Monroe Subdivision; thence west to the center line of North Port Washington Road; thence North along said center line to point of commencement, except the West 60 feet thereof, excepting that portion conveyed in Document No. 9210176.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 4:

Parcel 2 of Certified Survey Map No. 2777, being a part of the East 1/5 of the West 2/5 of the South 10 acres of Government Lot 4 in the Southeast 1/4 of Section 29, in

41518374 EXHIBIT C

Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, recorded March 22, 1976, in Reel 915, Images 719 to 721 inclusive, as Document No. 4987524.

PARCEL 5:

Parcel 2 of Certified Survey Map No. 2778, being a part of Government Lot 4, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, recorded March 22, 1976 in Reel 915, Images 740 to 742 inclusive, as Document No. 4987538.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 6:

Lots 1, 2, 3, and 4 in Block 1, including the vacated alley in said Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

And also:

All except the West 104 feet of the East 2 acres of the West 4 acres of the South 10 acres of the West 1/2 of the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin. Excepting therefrom the Southerly 60 feet.

Also including portions of North Mohawk Avenue lying in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, said parcel being more fully described as follows:

Commencing at the Southwest corner of said Southeast 1/4; thence North 89 degrees 40 minutes 14 seconds East along the South line of said Southeast 1/4, 646.48 feet to a point; thence North 00 degrees 19 minutes 46 seconds West, 60.00 feet to a point on the Northerly line of West Silver Spring Drive and the point of beginning of the herein described parcel; thence continue North 00 degrees 19 minutes 46 seconds West along the Westerly line of North Mohawk Avenue, 163.12 feet to a point "A" thence South 23 degrees 18 minutes 58 seconds East, 19.06 feet to a point of curve to the right, having a radius of 59.00 feet, thence Southeasterly along said curve to the right, having a chord 23.45 feet in length bearing South 11 degrees 51 minutes 17 seconds East, an arc length of 23.60 feet to a point of tangency; thence South 00 degrees 23 minutes 37 seconds East, 122.60 feet to a point on the aforesaid Northerly line of West Silver Spring Drive; thence South 89 degrees 40 minutes 14 seconds West along said Northerly line, 12.27 feet to the point of beginning of the herein described parcel. All described in Resolution Document No. 9424565.

41518374 EXHIBIT C

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 7:

Lots 3 and 4, in Block 2, including the North 1/2 of vacated alley adjoining said property on the South, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin. Also including that part of North Mohawk Avenue as described in Resolution Document No. 9424565.

PARCEL 8:

Lots 5 and 6 and that portion of the vacated alley adjoining said Lots on the West in Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 9:

Lots 1 and 2 in Block 2, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, including the South 1/2 of vacated alley adjoining said premises on the North. Also including that part of North Mohawk Avenue as described in Resolution Document No. 9424565.

PARCEL 10:

A portion of the East 4 acres of the South 10 acres of Government Lot 4, in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, more particularly bounded and described as follows: Commencing at a point in the South line of said 1/4 Section, 903.49 feet East of the Southwest corner of said 1/4 Section; thence North 0 degrees 19 minutes 24 seconds West parallel to the East line of the West 1/2 of said 1/4 Section, 60.00 feet to the North line of West Silver Spring Drive also being the point of beginning; thence South 89 degrees 40 minutes 14 seconds West along the North line of West Silver Spring Drive, 113.67 feet to the East line of the Monroe Subdivision; thence North 0 degrees 24 minutes 16 seconds West along said East line, 271.83 feet to a point in the North line of the South 10 acres of said Government Lot 4; thence North 89 degrees 37 minutes 18 seconds East, 114.06 feet to a point; thence South 0 degrees 19 minutes 24 seconds East, 271.93 feet to the point of beginning.

PARCEL 11:

41518374 EXHIBIT C

Parcel 1 of Certified Survey Map No. 2777 recorded in the Office of the Register of Deeds for Milwaukee County, Wisconsin, on March 22, 1976 as Document No. 4987524 on Reel 915 Images 719 through 721, inclusive, being a part of the East 1/5 of the West 2/5 of the South 10 acres of Government Lot 4, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

PARCEL 12:

A parcel of land lying in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows: A portion of Parcel 2 of Certified Survey Map No. 3329, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, being more fully described as follows: Begin at the Northeast corner of said Parcel 2 of Certified Survey Map No. 3329; thence South 00 degrees 18 minutes 39 seconds East along the East line of said Parcel 2, 76.87 feet to a point; thence North 45 degrees 17 minutes 07 seconds West 11.32 feet to a point; thence South 89 degrees 44 minutes 25 seconds West 371.02 feet to a point; thence North 00 degrees 18 minutes 44 seconds West, 12.21 feet to a point thence South 89 degrees 40 minutes 35 seconds West, 199.92 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 379.00 feet to a point; thence South 89 degrees 41 minutes 15 seconds West 7.75 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 58.97 feet to a point; thence North 89 degrees 40 minutes 44 seconds East, 204.24 feet to a point; thence South 00 degrees 19 minutes 24 seconds East, 3.79 feet to a point on the South line of aforesaid Parcel 2; thence South 89 degrees 37 minutes 18 seconds West along said South line, 377.78 feet to the Southwest corner of aforesaid Parcel 2; thence North 00 degrees 38 minutes 10 seconds West along the West line of Parcel 2, 497.25 feet to the Northwest corner of aforesaid Parcel 2; thence North 89 degrees 35 minutes 33 seconds East along the North line of aforesaid Parcel 2, 763.04 feet to the point of beginning of the herein described parcel.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

RESIDENTIAL DEVELOPMENT PARCEL:

That part of Government Lot 3 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

41518374 EXHIBIT C

44.67 feet to a point; thence North 05°25'30" East 520.71 feet to a point; thence North 84°34' 30" West 24.01 feet to a point; thence North 05°39'02" East 159.29 feet to a point; thence North 00°23'49" West 143.30 feet to a point; thence North 89°26'33" East 73.59 feet to a point: on the West line of North Lydell Avenue; thence South 00°18'39" East along said West line 1116.82 feet to the point of beginning.

Tax Key Nos: 1668991013 and 1668991008

CDA PARCEL:

The following tract of land in Milwaukee County, State of Wisconsin, described as follows:

That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Town 8 North, Range 22 East, bounded and described as follows:

Commencing at the Southwest corner of said Southeast 1/4; thence North 00°28'27" West along the West line of said Southeast 1/4, 828.12 feet to the South line of the North 15 acres of Government Lot 4; thence North 89°35'33" East along said South line, 390.12 feet to the point of beginning; thence North 5°25'30" East, 319.50 feet; thence North 84°34'30" West, 346.37 feet to the East right of way of Port Washington Road and a point on a nontangent curve to the right; thence 39.56 feet along said curve to the right with a radius of 507.96 feet whose chord bears North 14°57'15" East, 39.55 feet to a nontangent line; thence South 84°34'30" East, 445.83 feet; thence North 5°25'30" East, 371.96 feet; thence North 84°34'30" West, 289.40 feet to the East right of way of Port Washington Road; thence North 30°02'33" East along said East right of way, 9.59 feet to the start of a curve to the right; thence 33.40 feet along said curve to the right with a radius of 2,741.32 feet whose chord bears North 30°23'30" East, 33.40 feet to a nontangent line; thence South 84°34'30" East, 271.31 feet; thence North 5°25'30" East, 136.15 feet; thence South 84°08'18" East, 8.00 feet; thence North 5°25'30" East, 256.48 feet; thence South 84°39'40" East, 137.33 feet; thence North 5°20'20" East, 263.49 feet; thence North 84°20'58" West, 70.97 feet to the East right of way of Port Washington Road and a point on a nontangent curve to the right; thence 2.58 feet along said curve to the right with a radius of 2130.74 feet whose chord bears North 27°02'46" East, 2.58 feet; thence North 36°16'37" East along said East right of way, 18.25 feet; thence North 89°26'33" East, 491.16 feet; thence South 0°23'49" East, 143.30 feet; thence South 5°39'02" West, 159.29 feet; thence South 84°34'30" East, 24.01 feet; thence South 5°25'30" West, 520.71 feet; thence South 84°34'30" East, 44.67 feet; thence South 5°25'30" West, 90.00 feet; thence South 84°34'35" East, 16.00 feet; thence South 5°25'30" West, 191.00 feet; thence South 84°34'30" East, 86.23 feet; thence South 0°18'39" East, 35.18 feet; thence North 84°34'30" West, 196.57 feet; thence North 5°25'30" East, 32.50 feet; thence North 84°34'30" West, 120.37 feet; thence South 5°20'20" West, 8.51 feet; thence South 50°20'18" West, 15.00 feet; thence South 5°20'22" West, 25.54 feet; thence North 85°01'07" West, 24.74 feet; thence North 5°25'30" East, 52.25 feet; thence North 50°20'20" East, 13.66 feet; thence South 84°39'40" East, 9.34 feet; thence North 5°25'30" East, 308.65 feet; thence North 84°15'22" West, 18.98; thence North 5°25'30" East, 5.10 feet; thence North 84°15'22"

41518374 EXHIBIT C

West, 1.14 feet; thence North 5°44'08" East, 59.65 feet; thence South 84°15'22" East 1.24 feet; thence North 5°46'49" East, 4.74 feet; thence South 84°15'22" East, 18.53 feet; thence North 5°25'30" East, 212.30 feet; thence South 84°34'30" East, 16.00 feet; thence North 5°25'30" East, 196.71 feet; thence South 84°34'40" East, 120.82 feet; thence North 5°39'02" East, 158.22 feet; thence North 0°23'49" West, 72.84 feet; thence North 84°20'58" West, 380.72 feet; thence South 5°20'20" West, 129.20 feet; thence South 33°38'45" West, 21.62 feet; thence South 5°20'20" West, 137.08 feet; thence North 84°39'40" West, 126.36 feet; thence South 5°25'30" West, 781.58 feet; thence South 84°34'30" East, 13.50 feet to the start of a curve to the right; thence 157.87 feet along said curve to the right with a radius of 100.50 feet whose chord bears South 39°34'31" East, 142.13 feet; thence South 5°25'30" West, 193.58 feet; thence South 84°34'30" East, 369.60 feet to the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 410.73 feet; thence North 5°25'30" East, 235.32 feet to the start of a curve to the left; thence 96.60 feet along said curve to the left with a radius of 61.50 feet whose chord bears North 39°34'31" West, 86.97 feet; thence North 84°34'30" West, 121.50 feet; thence South 5°25'30" West, 315.51 feet to the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 39.20 feet to the point of beginning.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

Tax Key No.: 1668991009

41518374 EXHIBIT D

41518374 Exhibit E

Placeholder June 14, 2019

Joint Review Board for the City of Glendale Milwaukee County Nicolet Union High School Glen Hills Middle School Milwaukee Area Technical College •,.. •

RE: Tax Incremental District #8 Extended Life City of Glendale

Dear Members of the Joint Review Board,

As indicated by the City's Financial Advisor, the City of Glendale is requesting to extend the' life of Tax Incremental Financing District #8 by four years statutory maximum allowed.

The City and Community Development Authority (the "CDA") have incurred debt intended to be repaid by TID 8 increment. The outstanding principal balance on all City and CDA TID 8 related debt is $55,830,000. Along with the outstanding principal there is additional interest and costs accruing over and above that principal balance.

The anticipated 2019 Notice of Assessment Change, the Assessed Value ofBayshore Town Center has declined from $310,000,000 in 2018 to $65,000,000 in 2019. That reduction has wiped out nearly all the tax increment identified in TID 8. Though the 2019 equalized valuation is not yet available, we will assume that the State of Wisconsin valuation will follow the City lead in reducing the Equalized Valuation.

If the Equalized Valuation follows a path similar to the Assessed Valuation there will be insufficient property tax revenues generated to meet the TID 8 debt service in future years. In other words, without any changes or extension to the life of TID 8 there will not be sufficient funds available from TID 8 to pay the outstanding TID 8 principal and interest. ~~~Sjk City Administrator 414-228-1714 r. [email protected] Rachel A Safstrom, City Administrator City of Glendale 5909 North Milwaukee River Parkway Glendale, WI 53209

Dear Ms Safstrom

The City of Glendale (the “City”) has indicated its intent to extend the life of Tax Incremental District No. 8 (“TID 8”) for an additional four years through 2033. Without the extension, TID 8 would close in 2029.

The City and its Community Development Authority (the “CDA”) have incurred debt intended to be repaid by TID 8 increment. The outstanding principal balance on all City and CDA TID 8 related debt is $55,830,000. Along with the outstanding principal there is additional interest and costs accruing over and above that principal balance.

We have been advised that per the 2019 Notice of Assessment Change, the Assessed Value of Bayshore Town Center has declined from $310,000,000 in 2018 to $65,000,000 in 2019. That reduction has wiped out nearly all the tax increment identified in TID 8. Though the 2019 equalized valuation is not yet available, we will assume that the State of Wisconsin valuation will follow the City lead in reducing the Equalized Valuation.

I will be happy to review this letter in greater detail at your convenience.

Thank you

John A. Mehan, Managing Director

Cc Mr. John Fuchs, Esq Mr. Shawn Lanser, Assistant City Administrator Ms. Deborah Tomczyk CITY OF GLENDALE Glendale ADMINISTRATIVE OFFICES 5909 North Milwaukee River Parkway BR"c"""IG HT FUT-~URE. ~ Glendale, Wisconsin 53209-3815

June 13, 2019

Mayor, Bryan Kennedy Common Council Community Development Authority Joint Review Board Plan Commission City Administrator, Rachel Safstrom

5909 N. Milwaukee River Parkway Glendale, WI 53209

RE: Tax Incremental Financing District No. 8 Project Plan Amendment No. 2

Dear Members,

This is to certify that I have reviewed the Tax Incremental Financing District No. 8 Project Plan Amendment No. 2 in my capacity both as City Attorney for the City of Glendale and General Counsel to the Community Development Authority. The Project Plan Amendment is complete, and in my opinion complies with all applicable and governing law.

Very truly yours,

FUCHS & BOYLE, S.C. y1 , 7-~ John F. Fuchs JFF/akw

AMENDED AND RESTATED DEVELOPMENT AGREEMENT

FOR BAYSHORE TOWN CENTER

August 1, 2019

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AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR BAYSHORE TOWN CENTER

TABLE OF CONTENTS

Section 1 – General Provisions: Purpose; Definitions 3 1. Incorporation of Exhibits 3 2. Entire Agreement 3 3. Project 3 4. Purpose of the Agreement 3 5. Definitions 4 6. Developer’s Right to Void Agreement 6

Section II – Obligations of the CDA and the City 5 1. Reassessment of the Property 5 2. Termination of TID 6 5 3. Amendment of TID 8 5 4. Conveyance of CDA Sites 6 5. CDA and City Approvals for Redevelopment 6 6. Payments Due to Developer from Tax Increment 6 7. General Provisions 6

Section III – Obligations of Developer 7 1. Attract Additional Capital Investment Into the Property And the CDA Sales 7 2. Defease TID 8 Bonds Outstanding as of Effective Date 8 3. Guaranty Minimum Assessed Value 9 4. Payments due to Developer and General Property Tax Payments 10 5. Developer Shall Reimburse City and CDA Fees 10

Section IV – Representations and Warranties 10 1. Good Standing 10 2. Due Authorization 10 3. No Conflict 10 4. No Litigation 10 5. No Default 11

Section V – Covenants 1. Tax Exempt Owners of Users 11 2. No Material Changes 11 3. Insurance 11

Section VI – Default 11 1. Developer Default 11

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2. CDA or City Default 12

Section VII – Miscellaneous Provisions 13 1. Assignability 13 2. No Personal Liability 13 3. Force Majeure 14 4. Parties and Survival of Agreement 14 5. Time 14 6. Notices 14 7. Authority 14 8. Governing Law 15 9. Captions 15 10. Execution in Counterparts 15 11. Severability 15 12. Choice of Law 15 13. Venue, Jurisdiction 15 14. OFAC Compliance 15 15. Recording Agreement 16 16. No Conflict of Interest 16 17. Currency 16

EXHIBITS

Exhibit A Legal Description of the Property Exhibit B Legal Description of the CDA Sites Exhibit C Resolution to Terminate TID 6 Exhibit D General Conceptual Site Plan for Redevelopment of the Property and the CDA Sites Exhibit E Prohibited Uses Exhibit F Signage and Design Standards Exhibit G Notice of Changed Assessment for the Property Exhibit H Draft Amendment to TID 8 Project Plan Exhibit I City Explanatory Letter About TID 8 Amendment and Extension and DOR 2018 TIF Value Limitation Report Exhibit J MRO or Municipal Revenue Obligation Exhibit K Intentionally Omitted Exhibit L Schedule to Defease Existing TID 8 Bonds and Offset Funds On Hand Exhibit M Certificate of Defeasance Exhibit N Defeasance Escrow Agreement Exhibit O Sweep Account Agreement

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AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR BAYSHORE TOWN CENTER

THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT FOR BAYSHORE TOWN CENTER (“Agreement”) is made by and among the City of Glendale Community Development Authority, a duly constituted community development authority under Wis. Stat. sec. 66.1335 (the “CDA”), the City of Glendale, a Wisconsin municipal corporation (the “City”) and Bayshore Shopping Center Property Owner LLC, a Delaware limited liability company (the “Developer”) as of the last date on which any of the parties execute and deliver the Agreement (the “Effective Date”).

WITNESSETH:

WHEREAS, the CDA and Developer’s predecessor in interest, Corrigan Holdings, Inc., a Nevada corporation (“Corrigan”) and a new owner created by Corrigan entered into a Development Agreement for Bayshore Mall as of June 14, 2004 to facilitate the preservation and enhancement of Bayshore Mall on land more particularly described on the attached Exhibit A (the “Property”), and such agreement was amended by the parties and Corrigan’s successors by amendments dated November 30, 2004, November 13, 2006, June 21, 2007, September 15, 2009, September 16, 2009, December 10, 2009 and November 2, 2016 (collectively, the original Development Agreement and all amendments shall be referred to as the “Prior Agreement”);

WHEREAS, a successor of Corrigan, Olshan Properties, formed Bayshore Town Center, LLC, a Delaware limited liability company, and Bayshore Benefit Corp., a Wisconsin nonstock corporation, (collectively, “Olshan”) to redevelop the Property into a regional lifestyle mixed use development, and Olshan borrowed significant debt to finance its redevelopment of the Property, including borrowing a conventional loan in the original principal amount of $205,000,000 (“the “Loan”) from American General Life Insurance Company, a Texas corporation (successor-by-merger to Western National Life Insurance Company, a Texas corporation) (“AIG”);

WHEREAS, the Loan was secured by a Fee and Leasehold Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents recorded against the Property in the Office of the Register of Deeds of Milwaukee County, Wisconsin (the “Register”) on June 19, 2012 as Document No. 10129110, and the mortgagee’s interest in such Loan was assigned by AIG to Developer by an Assignment of Mortgage recorded with the Register on December 4, 2017 as Document No. 10734249;

WHEREAS, under Olshan’s ownership and management, the Property experienced a downturn in retail sales and tenant profitability, and Olshan determined that the regional lifestyle mixed use development on the Property in its current configuration would be unable to generate sufficient cash flow to service the Loan and to pay Olshan’s additional obligations under the Prior Agreement;

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WHEREAS, in partial satisfaction of its obligations on the Loan and under the Prior Agreement, Olshan conveyed the Property, subject to the terms and obligations of the Loan, the Prior Agreement and various other encumbrances, to Developer, pursuant to two Warranty Deeds In Lieu of Foreclosure recorded with the Register on December 11, 2017 as Document Nos. 10736052 and 10736053;

WHEREAS, the CDA, the City and the Developer desire to redevelop the Property by repositioning the strongest brick and mortar retail tenants, by replacing some traditional retail tenants with restaurants (including restaurants whose format relies upon on-premises sales of alcoholic beverages and drive-through services and sales), entertainment venues, nontraditional experiential retail tenants and by adding additional multi-family and nontraditional age residential uses at the Property and at sites adjacent to the Property currently owned by the CDA and more particularly described on the attached Exhibit B (the “CDA Sites”);

WHEREAS, to successfully redevelop the Property and the CDA Sites, it is essential that the CDA and the City provide the Developer relief from all obligations incurred by Corrigan and Olshan under the Prior Agreement and grant various approvals and permits to facilitate redevelopment of the Property and the CDA Sites, and “but for” the investments and incentives provided for in this Agreement, the redevelopment of this Property would not be undertaken;

WHEREAS, to successfully redevelop the Property and the CDA Sites, it is also essential that the Developer attract significant additional capital investment into the Property and the CDA Sites;

WHEREAS, as of December 31, 2018, the southwest portion of the Property was located in Tax Incremental District No. 6 (“TID 6”) of the City, and subject to an amended project plan for TID 6 (the “TID 6 Project Plan”);

WHEREAS, all of the Property other than the southwest portion of the Property plus the CDA Sites is currently located in Tax Incremental District No. 8 (“TID 8”) of the City, and is subject to an amended project plan for TID 8 (the “TID 8 Project Plan”);

WHEREAS, the CDA and the City have, after study and hearings, found and determined that the continued economic vitality of the Property and the CDA Sites remains essential to the current and future economic health of the City and other taxing jurisdictions and has further determined that the Property has been and should continue to be an integral part of the retail needs and leisure pastime of the residents of the City and the surrounding metropolitan area;

WHEREAS, the City has delegated, to the full extent authorized by the statutes of the State of Wisconsin, its approving authority to its CDA, which CDA has the joint powers of the Common Council and the City Plan Commission to the full extent allowed by law for purposes of proceeding in connection with the intent of this Agreement and status as a party to this Agreement;

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WHEREAS, the CDA and the City seek to incentivize the Developer (and/or its successors or assigns) to redevelop the Property and the CDA Sites, and Developer seeks to attract significant additional capital investment to redevelop the Property and the CDA Sites;

WHEREAS, the CDA, the City and the Developer have conceived of a redevelopment plan for the Property and the CDA Sites, as generally and preliminarily depicted on the general conceptual site plan attached hereto as Exhibit D (the “Conceptual Plan”) or pursuant to other plans which may be approved by the CDA;

WHEREAS, to attract significant additional capital investment to redevelop the Property and the CDA Sites, the CDA, the City and the Developer have agreed that:

(a) the Prior Agreement and all obligations thereunder must be amended, restated, terminated and/or merged in their entirety into this Agreement;

(b) all TID 8 bonds outstanding as of the Effective Date must be defeased;

(d) the southwest portion of the Property currently located in TID 6 must be added to TID 8;

(e) the TID 8 Project Plan must be further amended to expand the TID 8 boundaries to add the southwest portion of the Property, to extend the life of TID 8 to 2033 and to provide for additional project costs consistent with this Agreement and with Wis. Stats. sec. 66.1105; and

(f) the CDA and/or the City must grant, to the extent legally possible, various approvals to accommodate additional restaurants (including restaurants whose format relies upon on-premises sales of alcoholic beverages and drive-through services and sales), entertainment venues, non-traditional experiential retail tenants and multi- family and nontraditional age residential uses; and

WHEREAS, to induce Developer to retain the Property and to attract significant additional capital investment to redevelop the Property and the CDA Sites, the CDA and the City agree to undertake the obligations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein exchanged, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION I – GENERAL PROVISIONS: PURPOSE; DEFINITIONS

1. Incorporation of Exhibits. All Exhibits referenced herein, are incorporated by reference in this Agreement, whether or not herein enumerated.

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2. Entire Agreement. This Agreement, including all Exhibits hereto, constitutes the entire agreement among the parties hereto in respect to the redevelopment of the Property and the CDA Sites. The Prior Agreement, all obligations of Corrigan and Olshan thereunder and all prior documents or offers among the parties, if any, are hereby amended, restated, terminated and/or merged in their entirety into this Agreement, and the Prior Agreement and all obligations of Corrigan and Olshan thereunder are absolutely and unconditionally terminated. However, this Agreement shall be deemed and read to include and incorporate all of the Exhibits hereto and any related approvals of the CDA and the City, as referenced in this Agreement.

3. Project. The parties agree to redevelop the Property and the CDA Sites by relieving the Property of encumbrances relating to outstanding bonds, debt and other indebtedness of the CDA and the City existing as of the Effective Date, including but not limited to debt and other obligations arising from the Prior Agreement. The parties further agree that successful redevelopment of the Property and the CDA Sites depends upon attracting significant additional capital investment into the Project. The parties anticipate that redevelopment efforts may include repositioning the strongest brick and mortar retail tenants, replacing some traditional retail tenants with additional restaurants (including restaurants whose format relies upon on-premises sales of alcoholic beverages and drive-through services and sales), entertainment venues, non-traditional experiential retail tenants and adding additional multi-family and nontraditional age residential uses to the Property and to the CDA Sites, possibly as generally and preliminarily depicted on the Conceptual Plan or pursuant to other plans which may be approved by the CDA (the "Project").

4. Purpose of the Agreement. The purpose of this Agreement is to amend, restate and terminate the Prior Agreement in its entirety and to facilitate the redevelopment of the Property and the CDA Sites. In order to cause the Project to occur and to induce the Developer (and/or its successors or assigns) to undertake the obligations set forth in Section III below, the CDA and the City intend to undertake certain project costs, convey the CDA Sites (see legal description and tax parcel numbers on Exhibit B) to the Developer, make payments to the Developer and/or its successors and/or assigns from tax increments from an expanded TID 8, ensure, to the extent legally possible, the availability of various governmental approvals necessary for successful redevelopment of the Property and the CDA Sites (including but not limited to rezoning amendments, special use permits, food establishment licenses, liquor licenses, certified survey maps, signage approvals and vacating, replatting and/or dedicating public streets) and to generally assist Developer, and/or its successors and/or assigns in the redevelopment of the Property and the CDA Sites.

5. Definitions. The following definitions shall apply throughout this Agreement.

a. “Available Tax Increment” means an amount equal to the annual Tax Increment, as defined in subsection (s) below, which is generated in the immediately preceding calendar year by the Property, the CDA Sites and all other property within TID 8, and which is actually received by the City prior to the Collection Date in any year, plus any such Tax Increments from prior calendar years received by the City prior to the Collection Date in that year, but after the Collection Date of the prior year.

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b. “Bank” has the meaning set forth in Section III(2) below.

c. The “CDA Sites” means sites adjacent to the Property owned by the CDA as of the Effective Date and legally described and described by tax parcel numbers on the attached Exhibit B.

d. The “Collection Date” shall be May 31 of each calendar year from the Effective Date through December 31, 2033, in order to provide an annual cutoff of collections sufficient to allow time to calculate the amounts due hereunder before the Payment Date.

e. The “Conceptual Plan” means the general conceptual redevelopment plan for the Property and the CDA Sites, as generally and preliminarily depicted on the general conceptual site plan attached hereto as Exhibit D.

f. “Defeasance Deposit Amount” has the meaning set forth in Section III(2) below.

g. “Escrow Agent” has the meaning set forth in Section III(2) below.

h. “Makeup Payment” has the meaning set forth in Section III(3) below.

i. “Minimum Guaranteed Value” has the meaning set forth in Section III(3) below.

j. “MRO” or “Municipal Revenue Obligation” means the negotiable instrument attached hereto as Exhibit J to be executed by the CDA and the City in favor of the Developer and/or its assigns, which MRO evidences the obligation of the CDA and the City to pay all Available Tax Increment to the Developer (or, in whole or in part, any successor or assignee of Developer designated in writing by Developer, at any time and from time to time).

k. The “Payment Year” shall be the time from the Collection Date of each year, to the day prior to the Collection Date of the following year, for each year from the Effective Date through December 31, 2033.

l. “Prohibited Uses” means those uses prohibited at the Property and/or the CDA Sites by the City and/or the CDA and listed on Exhibit E attached hereto and incorporated herein.

m. The “Prior Agreement” means the original Development Agreement for Bayshore Mall as of June 14, 2004 and all amendments dated November 30, 2004, November 13, 2006, June 21, 2007, September 15, 2009, September 16, 2009, December 10, 2009 and November 2, 2016 thereto.

n. The “Project” means the actual redevelopment of the Property and the CDA Sites whether or not consistent with the Conceptual Plan or other plans approved by the CDA.

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o. “Project Costs” has the meaning set forth in Wis. Stat. sec. 66.1105(2)(f).

p. The “Property” means the land in the City owned by the Developer as of the Effective Date and legally described and described by tax parcel number on the attached Exhibit A.

q. “Signage and Design Standards” means those signage and design criteria approved for the Property and/or the CDA Sites by the City and/or the CDA and listed on Exhibit F attached hereto and incorporated herein.

r. “Special Fund” means the special fund for TID 8 into which all Tax Increment must be deposited under Wis. Stat. sec. 66.1105(6)(c).

s. “Tax Increment” means the Tax Increment of TID 8, as amended, and as defined in Wis. Stat. sec. 66.1105(2)(m) (that amount obtained by multiplying the total county, city, school and other local general property taxes levied on all taxable property within TID 8 in a year by a fraction having as a numerator the Value Increment for that year in TID 8 and as a denominator that year’s equalized value of all taxable property in TID 8), taking into consideration the reassessment of the Property contemplated under Subsection II(1) below.

t. “Tax Incremental Base” means the Tax Incremental Base of TID 8, as defined in Wis. Stat. sec. 66.1105(2)(k) (the aggregate value of all taxable property located within TID 8 as of the date on which TID 8 was created), taking into consideration the reassessment of the Property contemplated under Subsection II(1) below.

u. “TID 6” means Tax Incremental District No. 6 of the City;

v. “TID 6 Project Plan” means the project plan for TID 6, as amended and terminated, the termination resolution for which is attached hereto as Exhibit C.

w. “TID 8” means Tax Incremental District No. 8 of the City, as the same shall be amended consistent with Section II(3) below;

x. “TID 8 Project Plan” means the project plan for TID 8, as amended.

y. “Value Guaranty Period” has the meaning set forth in Section III(3) below.

z. “Value Increment” means the Value Increment of TID 8, as defined in Wis. Stat. sec. 66.1105(2)(i) (the equalized value of the all taxable property in TID 8 minus the Tax Incremental Base of TID 8), taking into consideration the reassessment of the Property contemplated under Subsection II(1) below.

6. Developer’s Right to Void Agreement. Notwithstanding anything herein to the contrary, Developer has the absolute right, in its sole and absolute discretion, to declare this Agreement (and all rights and obligations of the parties) null and void upon written notice 6

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to the City and the CDA and, upon such termination, to retrieve the Defeasance Deposit Amount. If Developer declares this Agreement to be null and void and retrieves the Defeasance Deposit Amount, the Prior Agreement remains in full force and effect.

Developer’s right to declare this Agreement null and void shall terminate, if not exercised by the Developer’s written notice to the City and the CDA, delivered prior to occurrence of all of the following:

(a) performance of all of the obligations of the CDA and the City under Subsections II(1), (2), (3) and (5) below;

(b) certification by the State of Wisconsin Department of Revenue (“DOR”) that the equalized assessed value of TID 6, upon its closure in 2019, was $161,428,000, that the equalized assessed value of TID 8 as of January 1, 2019 was $75,501,800 and that the total equalized value of taxable property within the City as of January 1, 2019 did not exceed twelve percent of the total equalized value of all taxable property within the City;

(d) the Draft TID 8 Amendment (defined below) becoming effective.

SECTION II - OBLIGATIONS OF THE CDA AND THE CITY

1. Reassessment of the Property. The City Assessor (Accurate Appraisal LLC d/b/a Accurate Assessor) has determined that, as of January 1, 2018, the Property was significantly over-assessed for property tax assessment purposes. Specifically, the Property was assessed at, and was generating property taxes based on, an assessed value of $310,000,000. The parties acknowledge that licensed appraisers from Cantrell McCullough, Inc. completed a market valuation analysis of the Property determining that the value of the Property, as of January 1 2019, is $67,250,000. Upon review of this market valuation analysis and on the basis of the City Assessor’s independent market analysis, the City Assessor has reassessed the Property, as of January 1, 2019, such that:

a. that portion of the Property previously in TID 6 has an equalized value as of January 1, 2019 of $12,777,500;

b. that portion of the Property in TID 8 as of the Effective Date and subject to a ground lease to U.S. Bank, National Association, has an equalized value as of January 1, 2019 of $1,803,900; and

c. that portion of the Property in TID 8 and not subject to a ground lease to U.S. Bank, National Association, has an equalized value as of January 1, 2019 of $50,418,600.

A copy of the notice of changed assessment for the Property dated January 31, 2019 in conformance with Wis. Stat. sec. 70.365 is attached hereto as Exhibit G.

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Based on the reassessments described above, the total assessed value of the Property, as of January 1, 2019, was reduced to $65,000,000. As the CDA Sites remain tax exempt as of January 1, 2019, the assessed value of the CDA Sites, as of January 1, 2019, remains $Ø. The assessed value of the properties other than the Property and the CDA Sites within TID 8, as of January 1, 2019, remains $10,501,800.

2. Termination of TID 6. The parties acknowledge that all project costs incurred consistent with the TID 6 Project Plan have been paid and that no debt secured by TID 6 tax increment remains outstanding. Accordingly, the City and the CDA have terminated and shall immediately proceed to close TID 6, consistent with Wis. Stat. sec. 66.1105(7), with the closure becoming effective not later than April 15, 2019.

3. Amendment of TID 8. One result of the reassessment of the Property and the closure/termination of TID 6 is to remove sufficient property tax base in the City from the subject tax incremental districts such that less than twelve percent of the total equalized value of taxable property within the City is located in tax incremental districts and the boundaries of TID 8 may be amended in compliance with Wis. Stat. sec. 66.1105(5). Accordingly, the CDA and the City shall amend the boundaries of TID 8 to include all of the Property (including that portion of the Property previously in TID 6) and to amend the TID 8 Project Plan such that the CDA and the City shall be authorized to undertake all of the obligations of the CDA and the City contemplated in this Agreement, including, but not limited to:

a. Extending the life of TID 8 to 2033;

b. Accommodating the defeasance of all TID 8 bonds outstanding as of the Effective Date; and

c. Paying to the Developer (and/or its successors and/or assigns if directed in writing by the Developer) all Available Tax Increment generated from TID 8 (as its boundaries are amended), for the period extending from the Effective Date through the end of calendar year 2033. The parties acknowledge that, pursuant to the terms of this Agreement and the obligations described herein, and the City Assessor’s 2019 revaluation, the Tax Incremental Base for TID 8, as amended, shall be $75,501,800 and the Tax Incremental Base of the Property and the CDA Sites alone shall be $65,000,000. Available Tax Increment due to Developer shall equal all Available Tax Increment in excess of such Tax Incremental Base.

A draft of the amendment to the TID 8 Project Plan contemplated in this Agreement (the “Draft TID 8 Amendment”) is set forth on the attached Exhibit H. An explanatory letter from the City Finance Director and the DOR’s 2018 TIF Value Limitation Report for the City are set forth in the attached Exhibit I. The CDA and the City shall use their best efforts to cause all governmental bodies with jurisdiction over TID 8 to adopt the Draft TID 8 Amendment with an adoption date not earlier than August 16, 2019 and not later than September 1, 2019.

The CDA and the City shall submit to the City’s Joint Review Board (“JRB”) an independent audit that demonstrates that the District is unable to pay off its project costs within 27 years and to cause the JRB to extend the life of the District by an additional four

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years through 2033. The CDA and the City also shall use their best efforts to obtain from the DOR certification of aggregate valuation and the Tax Incremental Base of TID 8 consistent with the terms of this Agreement. If DOR notifies the City of any noncompliance of the Draft TID 8 Amendment with Wis. Stat. sec. 66.1105, the CDA and the City shall use their best efforts to correct such noncompliance to the extent that such noncompliance can reasonably be corrected.

4. Conveyance of CDA Sites. Upon Developer’s performance of its obligations under Section III(2) below (defeasance of all TID 8 bonds outstanding as of the date Developer deposits the Defeasance Deposit Amount with the Escrow Agent) and subject to the terms of this Section and other terms acceptable to Developer in its sole discretion (so long as Developer’s terms do not obligate the CDA or the City to incur expenses or obligations beyond those set forth in this Agreement), the CDA shall convey to the Developer (or Developer’s designee if directed by Developer in writing), fee simple title to the CDA Sites, free and clear of all liens and encumbrances, other than those encumbrances which the Developer accepts by written notice delivered to the CDA prior to the conveyance. At least 60 days prior to the conveyance of the CDA Sites, the CDA shall deliver to Developer true, correct and complete copies of all environmental reports and filings, surveys, test results, title evidence, engineering data, soil or geotechnical tests, documentation relating to public infrastructure, services or utilities and similar materials related to the CDA Sites or any portion thereof available to the CDA. Developer shall have access to the CDA Sites at all times, commencing with the Effective Date and prior to conveyance to the Developer, for purposes of all of its due diligence requirements. The CDA shall reasonably cooperate with Developer in resolving any due diligence concerns identified by Developer with respect to the CDA Sites prior to their conveyance to Developer.

5. CDA and City Approvals for Redevelopment. The CDA and/or the City must grant various approvals to accommodate redevelopment of the Property and the CDA Sites, including, but not limited to, repositioning of the strongest brick and mortar retail tenants, replacement of some traditional retail tenants with restaurants (including restaurants whose format relies upon on-premises sales of alcoholic beverages and drive-through services and sales), entertainment venues and non-traditional experiential retail tenants and addition of multi-family and nontraditional age residential uses. The CDA and/or the City, depending on the body with jurisdiction, shall, to the extent legally possible, consider and grant various approvals to facilitate the Project, including but not limited to:

 rezoning amendments,  special use permits,  food establishment licenses,  liquor licenses,  certified survey maps,  design approvals;  signage approvals (including both on-premises and off-premises signs facing all publicly dedicated streets), and  vacating, replatting and/or dedicating public streets consistent with the Conceptual Plan or other plans approved by the CDA for the Project.

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Notwithstanding the foregoing, the parties acknowledge that the City and the CDA cannot contract away their governmental authority. Accordingly, while the City and the CDA have contractually committed to consider the approvals described in this Agreement, the City and the CDA cannot deviate from any legally required due process or guaranty any particular legislative decision. (a) Permitted and Prohibited Uses. The City and the CDA agree that all uses listed on the attached Exhibit E shall be prohibited on the Property and at the CDA sites (the “Prohibited Uses”) and all uses other than Prohibited Uses shall be permitted as of right on the Property and at the CDA Sites. The CDA shall expeditiously review and approve all uses, changes in use and improvements proposed for development on the Property and/or the CDA Sites as necessary consistent with the Prohibited Uses. The CDA also shall reasonably consider modifying uses as Prohibited Uses at the Property and on the CDA Sites upon submittal to the CDA of a site and operational plan for such new or changed use. Nothing in this Agreement shall require City or CDA approval or any type of use approval for new tenants that replace a previously operational use with a similar use.

(b) Signage and Design Standards. The City and the CDA agree that all signs and building and site designs satisfying the criteria listed on the attached Exhibit F (the “Signage and Design Standards”) shall be permitted on the Property and at the CDA sites and generally with respect to the Project. The CDA also shall reasonably consider modifying the Signage and Design Standards upon submittal to the CDA of written request and plans for revised signage and/or design standards.

(c) Limited Scope and Timing for Approval. The parties acknowledge that, so long as this Agreement remains in effect, the City has vested in the CDA the sole jurisdiction, authority and all powers necessary or incidental to grant approvals on the City’s behalf to facilitate the Project. In this regard, the CDA alone shall determine if any use is permitted on the Property and at the CDA Sites and if any signs and building and site designs on the Property and at the CDA Sites comply with the Signage and Design Standards. The CDA shall approve all uses other than the Prohibited Uses and all signs and building and site designs consistent with the Signage and Design Standards. If Developer submits to the CDA a written request for a determination if any use, sign and/or building or site design proposed at the Property or the CDA Sites is permitted and/or compliant and the CDA fails to notify Developer in writing within 30 days of such submittal a description as to why any use constitutes a Prohibited Use or any sign or building or site design fails to comply with the Signage and Design Standards, Developer’s submittal shall be deemed approved and the City shall issue all necessary municipal permits therefor.

(d) Public/Private Streets. The City and the CDA agree that all public streets within the Property shall be vacated and that all streets within the Property and the CDA Sites shall be private so long as the Developer desires to undertake construction of vehicular and pedestrian access improvements on the Property and/or the CDA Sites. The City and the CDA may reserve utility easements over any vacated streets; and building over utility pipes shall be prohibited without written consent from the City engineer. Upon a petition from the Developer submitted to the City consistent with Wis. Stat. sec. 236.34 or 10

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another dedication instrument acceptable to the City, the City shall consider accepting dedication of any newly platted and dedicated public streets within the Property and the CDA Sites, provided that the same satisfy City standards and have been adequately maintained.

6. Payments Due to Developer from Tax Increment. In consideration of Developer’s performance of its obligations under Section III below, the City and the CDA shall pay to the Developer (or, in whole or in part, any successor or assignee of Developer designated in writing by Developer, at any time and from time to time), as set forth in this Section commencing with the year 2020 and extending through the end of the year 2033, all Available Tax Increment. On the Effective Date, the CDA and the City shall execute and deliver to the Developer the MRO attached hereto as Exhibit J. Payments of Available Tax Increment other than that generated from personal property taxes shall be due to the Developer from the City and the CDA on the date (or the next following business day) any such Available Tax Increment is received by the City commencing in 2020 and extending through 2033 to the extent of the Available Tax Increment received by the City by the prior Collection Date. Payments of Available Tax Increment generated from personal property taxes shall be due to the Developer from the City and the CDA on the next business day following any statutory due date for personal property tax payments commencing in 2020 and extending through 2033 to the extent of the Available Tax Increment received by the City prior to the statutory due date.

Payments due from the CDA or the City to the Developer under this Section and the MRO may be satisfied in the following ways:

a. returning to the Developer via wire transfer on the day received (or the next following business day) Available Tax Increment actually received by the City with respect to any portions of the Property or the CDA Sites owned by the Developer (or its affiliates), or

b. paying to the Developer via wire transfer on the day received (or the next following business day) any Available Tax Increment actually received by the City from any third parties unrelated to Developer (or its affiliates), including but not limited to any Available Tax Increment received by the City from the Milwaukee County Treasurer as a settlement under Wis. Stat. sec. 74.29(1).

Developer shall pay any wire transfer fees actually incurred by the City in making the payments due under this Section.

Upon Developer’s performance of all of its obligations under Section III(2) below (deposit of the Defeasance Deposit Amount), the City and the CDA shall establish the Special Fund at the Bank selected by Developer in Developer’s sole discretion. All Tax Increment shall be deposited into the Special Fund immediately upon receipt and, on payment date described above, paid via wire transfer to Developer (or, in whole or in part, any successor or assignee of Developer designated in writing by Developer, at any time and from time to time) consistent with the terms of this Section II(6) and the MRO. The Special Fund shall be administered consistent with the terms of the Sweep Account Agreement among the City, the CDA, the Developer and the Bank, a copy of which is attached hereto as Exhibit O. 11

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The City shall undertake all reasonable efforts to collect all real property taxes due with respect to property within TID 8. If any third party not affiliated with Developer fails to timely pay property taxes due with respect to property within TID 8, the City shall diligently pursue all remedies available at law or equity, including but not limited to collection from the Milwaukee County Treasurer of all then-unpaid taxes as a settlement under Wis. Stat. sec. 74.29(1).

7. General Provisions.

a. Accounting. The CDA or the City shall furnish to Developer a full accounting of all costs incurred by them or their attorneys, consultants, agents or contractors in connection with the defeasance of the TID 8 bonds outstanding as of the Effective Date (including but not limited to all costs of financing, capitalized interest costs, debt service reserve fund costs and any bond issuance costs and fees), the redevelopment of the Property, all TID 8 project costs, all collections and distributions of Tax Increment and Available Tax Increment and all other related costs and expenses. Developer shall have access to all CDA and City records relating to these items upon reasonable request and shall have the right to require adjustment of those calculations for any amounts that were not incurred or disbursed other than as required herein.

b. Authority. The agreements contained in the exhibits have been properly authorized and executed.

c. No Tax Increment Transfer. The City and the CDA shall have no right to commit, any Tax Increment to parties other than Developer, without Developer’s prior written consent, until the Developer has received all payments due to Developer under subsection 6 above and the MRO.

SECTION III – OBLIGATIONS OF THE DEVELOPER

1. Attract Additional Capital Investment Into the Property and the CDA Sites. Developer is endeavoring to attract significant additional capital investment to the Property and the CDA Sites and to cause the Property and the CDA Sites to be redeveloped consistent with the Conceptual Plan or as otherwise consistent with plans which may be approved by the CDA and as otherwise acceptable to Developer in its sole discretion. Developer makes no representations or warranties with respect to any such additional capital investment.

2. Defease TID 8 Bonds Outstanding as of the Effective Date. The parties acknowledge that, as of the Effective Date, the following bonds are outstanding and secured by Tax Increment as well as by the obligations incurred by previous owners of the Property to pay debt service under the Prior Agreement:

a. $2,460,000: 2012 Taxable general obligation bonds

b. $11,040,000: 2014 CDA lease revenue bonds

c. $11,883,000: 2015 CDA lease revenue bonds 12

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d. $9,883,000: 2015 Taxable lease revenue bonds

e. $17,106,000: 2017 Taxable lease revenue bonds

f. For an estimated balance of $52,372,000 outstanding on the TID 8 bonds as of the Effective Date.

The parties also acknowledge that, as of the Effective Date, the City and the CDA have the following reserve and/or stabilization funds on hand to partially offset the balances due on the outstanding TID 8 bonds as described above:

a. $1,550,000 FNMA 3136G1320 11/27/19 (East Parking)

b. $1,500,000 FHLB 313381TY6 2/6/20

c. $1,000,000 FRMC 3134G35V8 3/13/20

d. $2,400,000 FHLB 3130ACU51 11/25/22

e. $2,300,000 Fed Farm Credit Bank 3133EHEJ8 1/3/20

f. $3,000,000 FRMC 3134GB656 12/29/22

g. For an estimated amount of funds on hand available to offset the balances due on the TID 8 bonds of $11,750,000.

The parties understand that outstanding obligations due with respect to the TID 8 bonds are a significant deterrent from attracting additional capital investment to the Property and the CDA Sites and obstacles to the redevelopment of the Property and the CDA Sites.

A schedule to defease all TID 8 bonds outstanding as of the Effective Date and to credit against such bonds all existing reserve funds and/or stabilization funds is attached hereto as Exhibit L.

Subject to the CDA and the City’s performance of all of their respective obligations as contemplated in this Agreement and contingent upon Developer refraining from exercising its right under Section I(6) above, Developer shall deposit into escrow with ______Bank (the “Escrow Agent”), an aggregate amount equal to the amount reasonably calculated by Robert W. Baird & Co. and confirmed by the Developer as necessary (together with anticipated investment proceeds thereon) to defease all of the TID 8 bonds listed above as of the Effective Date (the “Defeasance Deposit Amount”). As a condition to Developer making such deposit, the City and the CDA shall concurrently deliver to Developer an absolute, unconditional and immediately effective Certificate of Defeasance, in the form attached hereto as Exhibit M, with respect to each series of TID 8 bonds. Such amounts deposited by Developer in escrow with the Bank shall be subject to the terms of a defeasance escrow agreement between Developer, the CDA and the Escrow Agent substantially in the form attached hereto as Exhibit N. The defeasance escrow agreement shall provide that, among 13

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other provisions, (a) deposited funds shall be invested as necessary to ensure that sufficient funds will be available as and when payments on the TID 8 bonds come due; (b) deposited funds shall be disbursed only to make payments on the TID 8 bonds as and when due; and (c) deposit of the Defeasance Deposit Amount constitutes full satisfaction of Developer’s obligations under the Prior Agreement and with respect to the TID 8 bonds and in no event shall Developer (or its successors or assigns) have any additional or further liability therefor. The CDA and the City shall ensure full payment of all of the TID 8 bonds outstanding as of the date that Developer deposits the Defeasance Deposit Amount with the Escrow Agent; the CDA and the City shall pay any insufficiency and shall recover any funds remaining with the Escrow Agent after full repayment of the TID 8 bonds.

3. Guaranty Minimum Assessed Value. As of January 1, 2019, the Developer agrees to cause the equalized value of the Property and the CDA Sites to be not less than the 2002 “Base Value” of the Property and the CDA Sites upon reassessment under Section II(l) above to $65,000,000 (the “Minimum Guaranteed Value”). The Developer further agrees to maintain that Minimum Guaranteed Value for the Property and the CDA Sites until December 31, 2033 (the “Value Guaranty Period”). Developer shall, in any tax year during the Value Guaranty Period that the equalized value of the Property and CDA Sites is less than the Minimum Guaranteed Value, and following thirty (30) days written notice by the CDA to Developer, pay to the CDA, on or before the tax bills for that tax year must be paid, real and personal property taxes assessed against portions of the Property and the CDA Sites then owned by Developer and/or its affiliates for that year, plus the “Makeup Payment” defined below. The “Makeup Payment” shall be calculated to be the difference between:

a. The real property and personal property taxes that would have been payable had the Property and the CDA Sites had an equalized value equal to the Minimum Guaranteed Value, using the tax rates for the year for which such calculation is to be performed; and

b. The real and personal property taxes assessed to the Property and the CDA Sites payable for such tax year.

The parties acknowledge that real and personal property taxes assessed against any portions of the Property, the CDA Sites or other property in TID 8 not owned by Developer or its affiliates shall offset the amount of any Make-Up Payments due from Developer.

4. Payments Due to Developer and General Property Tax Payments. The parties acknowledge their intention that Developer’s obligations to pay property taxes with respect to the Property and the CDA Sites then-owned by the Developer (or its affiliates) shall be consistent with the terms of this Agreement and Chapter 74 of the Wisconsin Statutes.

Developer and/or its affiliate shall pay that amount obtained by multiplying the total county, city, school and other local general property taxes levied in a given year on those portions of the Property and the CDA Sites then-owned by the Developer (and its affiliates) multiplied by the Tax Incremental Base for such properties.

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The City agrees to deposit all Tax Increments actually received by the City in the Special Fund. The City and the CDA also agree to pay all Available Tax Increment due to Developer consistent with Sections II(6)(b) and (c) above and with the MRO.

5. Developer Shall Reimburse City and CDA Fees. Developer shall reimburse the CDA or the City all costs or fees of the CDA and the City’s attorneys and consultants incurred in connection with the defeasance of the outstanding TID 8 bonds and the negotiation and preparation of this Agreement, not to exceed $350,000.00. Reimbursement shall be made within thirty (30) days of Developer’s receipt of invoices documenting appropriate costs and fees.

SECTION IV – REPRESENTATIONS AND WARRANTIES

Developer represents and warrants to the CDA and the City, and the CDA and the City respectively represent and warrant to Developer as follows, as of the Effective Date:

1. Good Standing. The Developer is an entity duly formed and validly existing under the laws of its state of creation and has the power to own and operate the Property. The Developer is duly licensed or qualified to do business in the State of Wisconsin.

2. Due Authorization. The execution, delivery and performance of this Agreement and all other agreements requested to be executed and delivered by the Developer hereunder have been duly authorized by all necessary entity action and constitute valid and binding obligations of the Developer, in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, general principles of equity, and other similar laws of general application affecting the enforceability of creditors’ rights generally. The CDA and the City represent and warrant to Developer that the CDA and the City have the power, authority and legal right to enter into all of the transactions and to perform all of the covenants and obligations required to be entered into or performed by the CDA and the City under this Agreement.

3. No Conflict. The execution, delivery, and performance of Developer’s obligations pursuant to this Agreement will not violate or conflict with Developer’s organizational documents or any indenture, instrument or material agreement by which Developer is bound. The execution, delivery, and performance of CDA’s and the City’s obligations pursuant to this Agreement will not violate or conflict with the CDA’s or the City’s incorporation documents or any indenture, instrument or material agreement, law or regulation by which CDA or the City is bound.

4. No Litigation. There is no litigation or proceeding pending or threatened against the Developer, the CDA or the City relative to their respective activities under this Agreement.

5. No Default. No default, or event which with the giving of notice or lapse of time or both would be a default, exists under this Agreement or the Prior Agreement.

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SECTION V – COVENANTS

The following shall be considered continuing covenants hereunder.

1. Tax Exempt Owners or Users. So long as Developer is eligible to receive payments under Section II(6) above and/or under the MRO, Developer shall not transfer the ownership or use of any portion of the Property or the CDA Sites to any entity which would render that parcel exempt from property taxation, without the prior written consent of the CDA, which consent shall not be unreasonably withheld, delayed or conditioned. The CDA shall consent to any transfer to a government entity or utility necessary to redevelop the Property and the CDA Sites.

2. No Material Changes. No portion of this Agreement, nor any document attached as an exhibit, may be amended, except in a written amendment executed by Developer and the CDA.

3. Insurance. Developer shall maintain and shall require that any successors or assigns of Developer with any fee interest in the Property and/or the CDA Sites, maintain, the following insurance policies issued by insurers with a rating of at least “A-” and in the financial size category of at least “VII” as established by A.M. Best Company and licensed to do business in the State of Wisconsin, with such policies (the “Insurance Policies”) covering loss by perils, hazards, liabilities and other risks and casualties and in such amounts as may be reasonably required by the CDA:

a. “All risks” property insurance (including without limitation, insurance against fire, flood, water damage, collapse, terrorism, windstorm, hail, boiler and machinery, if applicable, sewer back-up, business interruption, and such other risks of loss as the CDA reasonably may require to the extent coverages are available at commercially reasonable rates), against loss of or damage in amounts equal to at least 100% replacement cost of all buildings, improvements, fixtures, equipment and other real and personal property;

b. During any construction of the Project, builder’s risk insurance in form and amounts reasonably satisfactory to the CDA;

c. Commercial general liability insurance covered under a comprehensive general liability policy including contractual liability in an amount not less than $10 million combined single limit for bodily injury, including personal injury, and property damage; and

d. Worker’s compensation insurance in amounts meeting all statutory state and local requirements.

SECTION VI – DEFAULT

1. Developer Default.

a. Default. The occurrence of any one of the following events shall constitute a default by Developer hereunder (a "Developer Default"): (i) any representation or warranty of Developer herein or in any agreement or certificate delivered pursuant hereto 16

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shall prove to have been false in any material respect when made; (ii) Developer fails to pay any amount when due under this Agreement and further fails to pay such amount on or before five days following written notice of such failure; (iii) Developer breaches or fails to perform timely or observe timely any of its covenants or obligations under this Agreement (other than relating to the payment of money) which is not cured within thirty (30) days after written notice thereof to Developer (provided, however, if the default cannot reasonably be cured within such 30 day period, Developer shall not be deemed in default if Developer commences to cure the default within such 30 day period and thereafter diligently pursues the completion of such cure and completes the same within a reasonable period thereafter but not later than 180 days following the notice or a longer time reasonably agreed to by the CDA); or (iv) Developer [a] makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; [b] becomes the subject of an “order for relief’ within the meaning of the United States Bankruptcy Code, or files a petition in bankruptcy, for reorganization or to effect a plan or other arrangement with creditors; [c] has a petition or application filed against it in bankruptcy or any similar proceeding, or has such a proceeding commenced against it and such petition, application or proceeding shall remain undismissed for a period of ninety (90) days or Developer shall file an answer to such a petition or application, admitting the material allegations thereof; [d] applies to a court for the appointment of a receiver or custodian for any of its assets or properties, with or without consent, and such receiver shall not be discharged within ninety (90) days after his/her appointment; [e] adopts a plan of complete liquidation of its assets; or [f] shall cease to exist.

b. Remedies. In the event of a Developer Default, the CDA and the City shall have all rights and remedies available under law or equity with respect to said default.

c. Reimbursement. Any amounts expended by the CDA or the City in enforcing this Agreement and the obligations of Developer hereunder, including reasonable attorney’s fees, and any amounts expended by the CDA or the City in curing a Developer Default, together with interest at the legal rate, shall be paid by Developer to the CDA upon demand and shall constitute a lien against the Property until such amounts are reimbursed or paid to the CDA, with such lien to be in the nature of a mortgage and enforceable pursuant to the procedures for foreclosure of a mortgage.

d. Remedies are Cumulative. All remedies provided herein shall be cumulative and the exercise of one remedy shall not preclude the use of any other or all of said remedies.

e. Failure to Enforce Not a Waiver. Failure of the CDA or the City to enforce any provision contained herein shall not be deemed a waiver of the CDA or the City’s rights to enforce such provision or any other provision in the event of a subsequent default.

2. CDA’s or City’s Default.

a. Default. The occurrence of any one of the following events shall constitute a default by the CDA and the City hereunder (a "City Default"): (i) any representation or warranty of the CDA or the City herein or in any agreement or certificate delivered pursuant hereto shall prove to have been false in any material respect when made; 17

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(ii) the CDA or the City fails to pay any amount when due under this Agreement and further fails to pay such amount on or before five days following written notice of such failure; (iii) the CDA or the City breaches or fails to perform timely or observe timely any of its covenants or obligations under this Agreement which is not cured within thirty (30) days after written notice thereof to the CDA (provided, however, if the default cannot reasonably be cured within such 30 day period, the CDA and the City shall not be deemed in default if either commences to cure the default within such 30 day period and thereafter diligently pursues the completion of such cure and completes the same within a reasonable period thereafter but not later than 180 days following the notice or a longer time reasonably agreed to by the Developer.

b. Remedies. In the event of a City Default hereunder, Developer shall have all rights and remedies available under law or equity with respect to said default.

c. Reimbursement. Any amounts expended by Developer in enforcing the obligations of the CDA or the City under this Agreement, including reasonable attorney’s fees, and any amounts expended by Developer in curing a default on behalf of the CDA or the City, together with interest at the legal rate shall be reimbursed or paid to Developer.

d. Remedies are Cumulative. All remedies provided herein shall be cumulative and the exercise of one remedy shall not preclude the use of any other or all of said remedies.

e. Failure to Enforce Not a Waiver. Failure of Developer to enforce any provision contained herein shall not be deemed a waiver of Developer’s rights to enforce such provision or any other provision in the event of a subsequent default.

SECTION VII - MISCELLANEOUS PROVISIONS

1. Assignability. Except as specifically set forth in this Section, none of the Developer, the CDA nor the City may assign their rights or obligations under this Agreement without the prior written consent of the others, which consent shall not be unreasonably withheld, delayed or conditioned. Following Developer’s performance of its obligations under Section III(2) above (deposit of the Defeasance Deposit Amount), Developer may assign (or partially assign) any or all of its rights and obligations under this Agreement to any entity that is owned or controlled, in whole or in part, by Developer, Cypress Equities or any third party investing significant new equity into the Project, or any affiliates of any of them. Upon any assignment of all of Developer’s rights and obligations under this Agreement and assumption of the same by Developer’s assignee, Developer shall be fully released hereunder. In addition to Developer’s rights to assign or partially assign its rights and obligations under this Agreement, upon written direction from Developer to the CDA, any payments or partial payments due to Developer under Section II(6) above or under the MRO may, at Developer’s sole option, be assigned or partially assigned to any designee of Developer.

2. No Personal Liability. Under no circumstances shall any officer, official, commissioner, director, member, partner, owner or employee of the CDA, the City or Developer, or their respective members, shareholders, directors or owners, have any personal

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liability arising out of this Agreement, and no party shall seek or claim any such personal liability. The limitation on personal liability in this Section shall extend to Developer’s permitted assignment of this Agreement to a third party.

3. Force Majeure. No party shall be responsible to any other party for any resulting losses and it shall not be a default hereunder, and times for performance of obligations hereunder shall be extended, if the fulfillment of any of the terms of this Agreement is delayed or prevented by revolutions or other civil disorders, wars, acts of enemies, strikes, lockouts, fires or other casualty, floods, acts of God, material adverse weather conditions, legally required environmental remedial actions, shortage or delay in shipment of materials, fuel, or labor, or by any other cause not within the control of the party whose performance was interfered with, and with the exercise of reasonable diligence, such party is unable to prevent, whether of the class of causes hereinabove enumerated or not, and the time for performance shall be extended by the period of delay occasioned by any such cause.

4. Parties and Survival of Agreement. Except as otherwise expressly provided herein, this Agreement is made solely for the benefit of the parties hereto and no other person, partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements in this Agreement shall remain operative and in full force and effect until fulfilled and shall survive the closing.

5. Time. Time is of the essence with regard to all specific dates and time periods set forth herein.

6. Notices. All notices, demands, certificates or other communications under this Agreement shall be given in writing and shall be considered given upon receipt if hand delivered to the party or person intended, or one business day after deposit with a nationally recognized over-night commercial courier service, airbill pre-paid, or forty-eight (48) hours after deposit in the United States mail postage prepaid, by certified mail, return receipt requested, addressed by name and address to the party or person intended:

To CDA and City: Rachel A. Safstrom, Executive Director and City Administrator City of Glendale 5909 North Milwaukee Parkway Glendale, WI 53209

With a copy to: John F. Fuchs, City Attorney Fuchs & Boyle S.C. 13500 West Watertown Plank Road, Suite 100 Elm Grove, WI 53122

To Developer: Bayshore Shopping Center Property Owner LLC c/o AIG Asset Management (U.S.), LLC Kelly Galligan DiCapua, Managing Director and Associate General Counsel 80 Pine Street, 8th Floor 19

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New York, NY 10005

With a copy to: Deborah Tomczyk Reinhart Boerner Van Deuren, s.c. 1000 North Water Street, Suite 1700 Milwaukee, WI 53202

Any party may change its address for notices hereunder by providing notice to the other in accordance with the requirements of this paragraph.

7. Authority. The signatories to this Agreement on behalf of each of the parties hereto have full right, power and authority to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement is valid and enforceable against each of the parties hereto in accordance with its terms. Each instrument to be executed pursuant hereto or in connection herewith, will, when executed and delivered, be valid and enforceable in accordance with its terms against each party signing.

8. Governing Law. The laws of the State of Wisconsin shall govern this Agreement.

9. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any of the provisions of this Agreement.

10. Execution in Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature thereto and hereto were upon the same instrument.

11. Severability. If any provision of this Agreement shall be held or declared to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever.

12. Choice of Law. THIS AGREEMENT AND ALL DISPUTES AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR ARISING FROM IT OR TO THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF IT-- WHETHER SOUNDING IN CONTRACT LAW OR OTHERWISE--SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED PURSUANT TO, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF WISCONSIN.

13. Venue, Jurisdiction. Any judicial action relating to the construction, interpretation or enforcement of this Agreement, or the recovery of any principal, accrued

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interest, court costs, attorneys' fees and other amounts owed hereunder, shall be brought and venued in the U.S. District Court for the Eastern District of Wisconsin or the Milwaukee County Circuit Court in Milwaukee, Wisconsin. EACH PARTY HEREBY CONSENTS AND AGREES TO JURISDICTION IN THOSE WISCONSIN COURTS, AND WAIVES ANY DEFENSES OR OBJECTIONS THAT IT MAY HAVE ON PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

14. OFAC Compliance. Developer represents and warrants to the CDA and the City that it is in compliance (collectively, "Compliant Person") with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and all applicable anti- money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Compliant Person (i) is a person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the "SDN List") with which a U.S. person cannot deal or otherwise engage in business transactions, (ii) is a person who is otherwise the target of U.S. economic sanctions laws such that a U.S. person cannot deal or otherwise engage in business transactions with such person or (iii) is controlled by (including by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement would be prohibited under U.S. law.

15. Recording Agreement. Neither this Agreement nor any memorandum of this Agreement shall be recorded in the office of the Register, provided that this Agreement shall remain available at the office of the City Clerk of the City.

16. No Conflict of Interest. No member, officer or employee of the CDA or the City shall have any interest, direct or indirect, in this Agreement or any proceeds thereof during his/her tenure or for one year thereafter.

17. Currency. All amounts to be paid or measured hereunder shall be in lawful currency of the United States (U.S. Dollars).

18. Change in Ad Valorum Tax Methodology. If Wisconsin laws regarding ad valorem taxation are amended or modified during the term of this Agreement such that the Tax Increment projected under the Draft TID 8 Amendment is materially reduced, i.e., seven percent (7%) or more, and there are no corresponding amendments or modifications to Wisconsin’s Tax Increment Law to compensate for such reduction, the parties agree to work in good faith to consider amendments to this Agreement toward the end of rendering the respective positions of the parties generally equivalent to the positions set forth herein.

[Remainder of page intentionally left blank – signature pages follow]

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IN WITNESS WHEREOF, the parties to this Agreement have caused this instrument to be signed and sealed by duly authorized representatives of the CDA, the City and the Developer this ______day of ______, 2019.

CITY OF GLENDALE COMMUNITY DEVELOPMENT AUTHORITY:

By: Bryan Kennedy, Chair

Countersigned:

By: Rachel A. Safstrom, Executive Director

Approved as to form this _____day of ______, 2019.

By: John Fuchs, City Attorney

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Personally came before me this ____ day of ______, 2019, the above named Bryan Kennedy, Chair and Rachel A. Safstrom, Executive Director of the City of Glendale Community Development Authority, to me known to be the persons who executed the foregoing instrument and acknowledged the same.

Notary Public - State of Wisconsin My Commission:

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CITY OF GLENDALE:

By: ______, Mayor

By: ______, City Clerk

Approved as to form this _____day of ______, 2019.

By: John Fuchs, City Attorney

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Personally came before me this ____ day of ______, 2019, the above named ______, Mayor and ______, City Clerk of the City of Glendale, to me known to be the persons who executed the foregoing instrument and acknowledged the same.

Notary Public - State of Wisconsin My Commission:

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BAYSHORE SHOPPING CENTER PROPERTY OWNER LLC

By: ______, ______

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Notary Public - State of Wisconsin My Commission:

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EXHIBIT A

Legal Description of the Property

MAIN PARCEL: That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said 1/4 Section, 828.12 feet, North 0 degrees 09 minutes 50 seconds West of the Southwest corner of said 1/4 Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 54 minutes 10 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the point of beginning of the lands about to be described; said point lying in the Easterly right-of-way of relocated North Port Washington Road; thence North 0 degrees 09 minutes 50 seconds West, along said Easterly right-of-way and parallel to the West line of said 1/4 Section, 237.05 feet to a point; thence North 89 degrees 50 minutes 10 seconds East, along said Easterly right-of-way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 15 degrees 05 minutes 40 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 21 minutes 10 seconds East, along said Easterly right-of-way, 299.86 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 26 minutes 55 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 32 minutes 40 seconds East, along said Easterly right- of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.75 feet with it center to the Northwest and a chord 342.61 feet in length which bears North 31 degrees 55 minutes 47 seconds East), an arc distance of 342.98 feet to a point in the East line of the old North Port Washington Road right-of-way; thence North 36 degrees 35 minutes 14 seconds East, along said East line of the old North Port Washington Road, right-of-way, 18.26 feet to a point; thence North 89 degrees 45 minutes 10 seconds East, 564.77 feet to a point; thence South, parallel to and 30 feet from the East line of the West 1/2 of said 1/4 Section, South 00 degrees 00 minutes 02 seconds East, 1,418.73 feet to a point in the South line of the North 15 acres of said 1/4 Section; thence South 89 degrees 54 minutes 10 seconds West along said South line of the North 15 acres of said 1/4 Section 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

Said parcel (as measured) being more particularly described in the survey prepared by HNTB being Job No. 40404, dated November 23, 2004, last revised May 16, 2005 as follows:

That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

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Commencing at a point in the West line of said 1/4 Section, 828.12 feet, North 0 degrees 28 minutes 27 seconds West of the Southwest corner of said 1/4 Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 35 minutes 33 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the Easterly right-of-way of relocated North Port Washington Road also being the point of beginning; thence North 0 degrees 28 minutes 27 seconds West along said Easterly right-of-way, 237.05 feet to a point; thence North 89 degrees 31 minutes 33 seconds East, along said Easterly right-of-way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 14 degrees 47 minutes 03 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 02 minutes 33 seconds East, along said Easterly right-of-way, 299.87 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 08 minutes 18 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 14 minutes 03 seconds East, along said Easterly right-of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.74 feet with its center to the Southeast and a chord 342.61 feet in length which bears North 31 degrees 37 minutes 22 seconds East), an arc distance of 342.98 feet to a point of non-tangency; thence North 36 degrees 16 minutes 37 seconds East, along said Easterly right-of-way, 18.25 feet to a point; thence North 89 degrees 26 minutes 33 seconds East, 564.75 feet to a point; thence South 0 degrees 18 minutes 39 seconds East parallel to and 30 feet West (measured at right angles) to the East line of the West 1/2 of said 1/4 Section, 1,418.73 feet to a point in the South line of the North 15 acres of said 1/4 Section; thence South 89 degrees 35 minutes 33 seconds West along said South line of the North 15 acres of said 1/4 Section, 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 1: That part of the West 1/5 of the South 10 acres of Government Lot 4 of the West 1/2 of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows, to-wit:

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PARCEL 2: That part of the West 1/5 of the South 10 acres of Government Lot 4 in the West 1/2 of the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

PARCEL 3: Lands in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows:

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 4: Parcel 2 of Certified Survey Map No. 2777, being a part of the East 1/5 of the West 2/5 of the South 10 acres of Government Lot 4 in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, recorded March 22, 1976, in Reel 915, Images 719 to 721 inclusive, as Document No. 4987524.

PARCEL 5: Parcel 2 of Certified Survey Map No. 2778, being a part of Government Lot 4, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, recorded March 22, 1976 in Reel 915, Images 740 to 742 inclusive, as Document No. 4987538.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

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PARCEL 6: Lots 1, 2, 3, and 4 in Block 1, including the vacated alley in said Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

And also:

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 7: Lots 3 and 4, in Block 2, including the North 1/2 of vacated alley adjoining said property on the South, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin. Also including that part of North Mohawk Avenue as described in Resolution Document No. 9424565.

PARCEL 8: Lots 5 and 6 and that portion of the vacated alley adjoining said Lots on the West in Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

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PARCEL 9: Lots 1 and 2 in Block 2, in Monroe Subdivision, being a Subdivision of a part of the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, including the South 1/2 of vacated alley adjoining said premises on the North. Also including that part of North Mohawk Avenue as described in Resolution Document No. 9424565.

PARCEL 10: A portion of the East 4 acres of the South 10 acres of Government Lot 4, in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, more particularly bounded and described as follows: Commencing at a point in the South line of said 1/4 Section, 903.49 feet East of the Southwest corner of said 1/4 Section; thence North 0 degrees 19 minutes 24 seconds West parallel to the East line of the West 1/2 of said 1/4 Section, 60.00 feet to the North line of West Silver Spring Drive also being the point of beginning; thence South 89 degrees 40 minutes 14 seconds West along the North line of West Silver Spring Drive, 113.67 feet to the East line of the Monroe Subdivision; thence North 0 degrees 24 minutes 16 seconds West along said East line, 271.83 feet to a point in the North line of the South 10 acres of said Government Lot 4; thence North 89 degrees 37 minutes 18 seconds East, 114.06 feet to a point; thence South 0 degrees 19 minutes 24 seconds East, 271.93 feet to the point of beginning.

PARCEL 11: Parcel 1 of Certified Survey Map No. 2777 recorded in the Office of the Register of Deeds for Milwaukee County, Wisconsin, on March 22, 1976 as Document No. 4987524 on Reel 915 Images 719 through 721, inclusive, being a part of the East 1/5 of the West 2/5 of the South 10 acres of Government Lot 4, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

PARCEL 12: A parcel of land lying in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows: A portion of Parcel 2 of Certified Survey Map No. 3329, in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, being more fully described as follows: Begin at the Northeast corner of said Parcel 2 of Certified Survey Map No. 3329; thence South 00 degrees 18 minutes 39 seconds East along the East line of said Parcel 2, 76.87 feet to a point; thence North 45 degrees 17 minutes 07 seconds West 11.32 feet to a point; thence South 89 degrees 44 minutes 25 seconds West 371.02 feet to a point; thence North 00 degrees 18 minutes 44 seconds West, 12.21 feet to a point thence South 89 degrees 40 minutes 35 seconds West, 199.92 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 379.00 feet to a point; thence South 89 degrees 41 minutes 15 seconds West 7.75 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 58.97 feet to a point; thence North 89 degrees 40 minutes 44 seconds East, 204.24 feet to a point; thence South 00 degrees 19 minutes 24 seconds East, 3.79 feet to a point on the South line of aforesaid Parcel 2; thence South 89 degrees 37 minutes 18 seconds West along said South line, 377.78 feet to the Southwest corner of aforesaid Parcel 2; thence North 00 degrees 38 minutes 10 seconds West along the West line of Parcel 2, 497.25 feet to the Northwest corner of aforesaid Parcel 2; thence North 89 degrees 35 minutes 33 seconds East 5

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along the North line of aforesaid Parcel 2, 763.04 feet to the point of beginning of the herein described parcel.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

RESIDENTIAL DEVELOPMENT PARCEL: That part of Government Lot 3 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at the Southwest corner of the Southeast 1/4 of Section 29; thence North 89°40'14" East along the South line of the Southeast 1/4 a distance of 1286.15 feet to, a point marking the Southerly extension of the West line of North Lydell Avenue; thence North 00°18'39" West along said West line 1131.80 feet to the point of beginning of the lands to be described; thence North 84°34 '30" West 86.22 feet to a point; thence North 05°25'30" East 191.00 feet to a point; thence North 84°34'35" West 16.00 feet to a point; thence North 05°25'30" East 90.00 feet to a point; thence North 84°34'30" West 44.67 feet to a point; thence North 05°25'30" East 520.71 feet to a point; thence North 84°34' 30" West 24.01 feet to a point; thence North 05°39'02" East 159.29 feet to a point; thence North 00°23'49" West 143.30 feet to a point; thence North 89°26'33" East 73.59 feet to a point: on the West line of North Lydell Avenue; thence South 00°18'39" East along said West line 1116.82 feet to the point of beginning.

Tax Key Nos: 1668991013 and 1668991008

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EXHIBIT B

Legal Description of the CDA Sites

The following tract of land in Milwaukee County, State of Wisconsin, described as follows:

That part of Government Lots 3 and 4 in the Southeast 1/4 of Section 29, Town 8 North, Range 22 East, bounded and described as follows:

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39°34'31" East, 142.13 feet; thence South 5°25'30" West, 193.58 feet; thence South 84°34'30" East, 369.60 feet to the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 410.73 feet; thence North 5°25'30" East, 235.32 feet to the start of a curve to the left; thence 96.60 feet along said curve to the left with a radius of 61.50 feet whose chord bears North 39°34'31" West, 86.97 feet; thence North 84°34'30" West, 121.50 feet; thence South 5°25'30" West, 315.51 feet to the aforesaid South line of the North 15 acres of Government Lot 4; thence South 89°35'33" West along said South line, 39.20 feet to the point of beginning.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

Tax Key No.: 1668991009

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EXHIBIT C

Resolution to Terminate TID 6

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Agenda lOE-03/25/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Resolution Authorizing the Redemption of Community Development Refunding Lease Revenue Bond Se ries 2011A (TIO No. 6) dated August 1, 2011.

FROM: Shawn Lanser, Deputy City Administrator

MEETING DATE: March 25, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: $4,057,725 Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ ANALYSIS: On August 1, 2011, the Glenda le Common Counci l and Community Development Authority approved a refunding debt issue in the amount $14,555,000 for Tax Incremental District #6 (TIO #6). This provided for a debt structure that co uld be supported by TIO #6 available revenues. While the final debt principal payment of $3,930,000 is not due until October 1, 2019, TIO lf6 has the f unds to be able to retire the debt five months early, and the debt is a call able issue.

The budgeted expenditure amount related to this Community Development Authority debt issue includes $127,725 of interest expense. By paying off the debt by the end of April 2019, t he amount of interest owed on this obligation will be reduced by approximately $53,000.

RECOMMENDATION: I recommend the Common Council approve the Resolution Authorizing t he Redemption of Community Development Refunding Lease Revenue Bond Series 2011A (TIO No. 6), dated August l, 2011.

ACTION REQUESTED: Motion to Approve the Resolution Authorizing the Redemption of Community Development Refunding Lease Revenue Bond Series 2011A (TIO No. 6) dated August 1, 2011.

ATTACHMENTS: 1. Resolution No . 19-12 Authorizing the Redem ption of Community Development Refunding Lease Revenue Bond Series 2011A (TIO No. 6) Dated August 1, 2011. 2. Notice of Full Call.

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RESOLUTION NO. 19-12

RESOLUTION AUTHORIZING THE REDEMPTION OF COMMUNITY DEVELOPMENT REFUNDING LEASE REVENUE BOND SERIES 2011A (TID NO. 6) DATED AUGUST 1, 2011

WHEREAS, the City of Glendale, Milwaukee County, Wisconsin (the "City") has outstanding its Community Development Authority Refunding Lease Revenue Bonds Series 20 l l A (TIO No.6), dated August l, 20 l 1 (the "20 l l A Bonds");

WHEREAS, the Common Council has determined that it is necessary and desirable to call $3,930,000 of the 2019 maturity of the 201 l A Bonds for redemption on April 25, 2019 with fu nds of the City on hand;

NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Glendale, Milwaukee County, Wisconsin, that $3,930,000 of the 2019 maturity of the 20 l I A Bonds is called for prior payment on April 25, 20 l 9 at the price of par plus accrued interest to the date of redemption.

The City hereby directs the City Clerk to work with Robert W. Baird & Co. Incorporated to cause timely notice of redemption, in substantially the form attached hereto as Exhibit A and incorporated herein by this reference (the "Notice"), to be provided at the times, to the parties and in the manner set forth on the Notice.

Adopted, approved and recorded March 25, 2019.

Bryan Kennedy Mayor

ATTEST:

Miranda Etzel City Clerk (SEAL)

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NOTICE OF FULL CALL*

Regarding

COMMUNITY DEVELOPMENT AUTHORITY OF THE CITY OF GLENDALE MILWAUKEE COUNTY, WISCONSIN COMMUNITY DEVELOPMENT REFUNDING LEASE REVENUE BONDS, SERIES 201 l A (TID NO. 6), DATED AUGUST 1, 201 1

NOTICE IS HEREBY GIVEN that the Bonds of the above-referenced issue which mature on the dates and in the amounts; bear interest at the rates; and have CUSIP Nos. as set forth below have been called by the City of Glendale for prior payment on April 25, 2019 at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of prepayment:

Maturity Date Principal Amount Interest Rate CUSIP No. October 1, 2019 $ 3,930,000 . 3.25% 37855PFZO

The City shall deposit immediately avai lable funds sufficient for such redemption at the office of The Depository Tmst Company on or before April 25, 2019. Said Bonds wi ll cease to bear interest on April 25, 2019.

By Order of the Common Council City of Glendale City Clerk

•To be provided by registered or certified mail , overnight express delivery, facsi mile transmission, or electronic transmission to The Depository Trust Company, Attn : Supervisor, Call Notification Dcpartmcm, 570 Washington Blvd., Jersey City, NJ 073 10, not less than thirty (30) days nor more than sixty (60) days prior to April 25, 2019 and to the MSRB electronically through the Electronic Municipal Market Access (EMMA) System website al www.cnuna.msrb.org.

QB\56384102.1

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Agenda lOF- 03/25/2019

5909 North Milwaukee River Parkway Glenda le, WI 53209

SUBJECT: Resolution to Terminate Tax Incremental District #6 an d Authorization to Distribute Excess Increment to Overlying Taxing Districts.

FROM : Shawn Lanser, Deputy City Administ rator

M EETING DATE: March 25, 2019

FISCAL SUMMARY: STATUTORY REFERE NCE: Budget Su mmary: N/A Wisconsin Statues: 66.1105(7)(a) Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/ A

BACKGROUND/ ANALYSIS: Tax Incremental District #6 was created in 1996 as a re-development plan for the Silver Spring corridor. With the collection of the 2018 tax roll, TID #6 has generated enough revenue to pay the remaining outstanding TID #6 debt.

The proposed Resolut ion form is used by the Wisconsin Department of Revenue. Th e resolution terminates TID #6. There will be a final TID #6 au dit performed this year. Part of audit process will include verifying the payments to overlying taxing districts for revenues collected above the districts expenses.

RECOMMENDATION : I recommend the Common Council approve the resolution to terminate Tax Incremental District #6 and Authoriza tion to distribute excess increment to overlying t axing districts.

ACTION REQUESTED: Motion to Approve the Resolution to Terminate Tax Incrementa l District #6 and Authoriza tion to Distribute Excess Increment t o Overlying Taxing Districts.

ATIACHMENTS: 1. Resolut ion re Tax Incremental Di strict Termination.

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Tax Incremental District Termination

City of Glendale Resolution Number (Town. Village, Clly) (Municipality)

Termination of Tax Incremental District (TI D) # 6 and authorization to: (check one) Ill Distribute excess increment to overlying taxing districts D Transfer all remaining debts to the municipality

WHEREAS, the _C_it~y __ of ___G_ l_e_nda__l_e__ created Tl D # 6 on 08-26-1996 , and adopted a (mm-dd-yyyy) project plan in the same year, and

WHEREAS, all TID # _6_ projects were completed in the prescribed allowed time; and: Ill WHEREAS, sufficient increment was collected as of the 2018 tax roll, payable 2019 , to cover TID # _ 6_ (year) (year) project costs. 0 WHEREAS, insufficient increment was collected to cover project costs.

THEREFORE BE IT RESOLVED, that the _C_it~y __ of ___G_ le_n_d_a_le___ does dissolve/terminate TID # 6 and

BE IT FURTHER RESOLVED, that the _C_it~y __ Clerk shall notify the Wisconsin Department of Revenue (DOR), within sixty (60) days of this resolution or prior to the deadline of April 15, 2019 , whichever comes first, that the TID (yeer) has been terminated; and

BE IT FURTHER RESOLVED, that the _ C_it_y__ Clerk shall sign the required DOR fi nal accounting form (PE-223) agreeing on a date by which the City shall submit final accounting information to DOR; and:

IZl BE IT FURTHER RESOLVED, that the _C_it~y__ Treasurer shall distribute any excess increment collected after providing for ongoing expenses of the TIO, to the affected taxing districts with proportionate shares to be determined by the final audit by the City 's auditors, _B_a_k_e_r_T_i l~l y~------

0 BE IT FURTHER RESOLVED, that the _C_it y~- of ___G_ le_n_d_a_le__ _ shall accept all remaining debts for TIO# _6_ as determined by the final audit by the Municipality's auditors,------

Adopted this~ day of March , 2019 (yeer) Resolution introduced and adoption moved by alderperson ------Motion for adoption seconded by alderperson ------On roll call motion passed by a vote of ayes to nays

ATTEST:

Mayor/Head of Government Signature Clerk Signature

PE-613 (R. 7-17) Wisconsin Department of Revenue

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EXHIBIT D

General Conceptual Site Plan for Redevelopment of the Property and the CDA Sites

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EXHIBIT E

Prohibited Uses

(1) The following uses shall be prohibited unless approved by the Community Development Authority (the “CDA”), subject, however, to Section (2) below: a. Car wash or automobile laundry. b. Standalone mechanical garage (for major repairs only). c. Lodge or society quarters and meeting rooms. d. Auction for sale of merchandise for nonpayment or on consignment. e. Coin-operated dispensers of food, drink or merchandise, when not attached to a main building which is located on the same building site and such operation is the principal use. f. Trailer or mobile home rental, sales or service agency, as a prime operation. g. Automotive vehicle storage, parking lots or the rental of space for trucks, buses, all fleet trucks, contractors' trucks and other heavy mobile equipment, except that parking lots accessory to other permitted uses shall be allowed. h. Building and/or contractors' materials and equipment storage. i. Used automobile parts storage. j. Outside storage of merchandise not being displayed for sales purposes. k. Outside storage of refuse and nonsalable items unless located within an approved enclosure. l. Mechanical garage for major automotive repair and/or automobile body and fender repair, unless an incidental use to a main or other retail use. m. Commercial radio, television towers, or wireless communications towers. n. Detached single-family residence, except for watchman or caretaker. o. Automotive vehicle washing and cleaning establishments employing an automatic or semi-automatic operation or a mechanical conveyor system for the movement of vehicles or any commercial self-service operation where the customer does all of the work. p. Storage of goods and materials, other than hazardous materials, as a principal use, except that storage of goods and materials as an accessory use to any permitted use shall be allowed. q. Pawn shops, and any retail sales operation deriving merchandise primarily from lending operations in exchange for consigned collateral. r. Check cashing institutions which are not part of a state or federally licensed and regulated bank, thrift, savings and loan or credit union. s. Cabaret entertainment establishments. t. Any heavy manufacturing industrial use generating noise, dust or other adverse impacts outside of a building. u. Bookstores, video stores and arcades selling, renting or exhibiting adult and/or pornographic materials. v. Nursing homes and CBRFs, except that nursing homes, CBRFs, assisted living, memory case and all other senior living facilities part of a larger residential complex shall be allowed.

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w. Any use exempt from general property taxes under Wis. Stat. sec. 70.11. x. Any other use found to be a similar use by the CDA on application by the building permit applicant.

(2) The following uses may be limited to an operation within a building or, if the neighborhood conditions permit and without interference to the general welfare of the community, such use may be permitted outside of a building by imposing all the necessary conditions for the protection of the rights of the neighborhood and community:

a. Model building display for sales purposes only [with nine (9) months maximum limit per building] on display site. b. Utility distribution substation. c. Child care, day care centers or preschool centers, licensed by the State of Wisconsin, and in continuous compliance with all applicable state and local regulations, and which will likely provide child care services to contiguous or nearby City residential districts. d. Any light manufacturing industrial use. e. Resale shops, in which the majority of the gross volume of sales is derived from the sale of used, trade-in or consigned merchandise. f. Any other use found to be a similar use by the CDA on application by the building permit applicant.

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EXHIBIT F

Signage and Design Standards

CENTER-WIDE SIGNAGE CONCEPTS

Colorful and interesting signs invite visitors and guests, help explain the venue and contribute to the entertainment/shopping/dining experience. Integration or blending with architecture and environment is vital. Awareness of contextual complexities of surrounding areas and how that applies to the overall center and individual users is also important. A wide range of design freedom to express images and individuality through dynamic and creative signage is encouraged.

To maintain a high quality retail/entertainment/mixed use environment, no formed plastic, injection molded plastic, or box-type back-like panel signs are permitted. All bolts, fastenings and clips should be concealed, if reasonably possible.

No sign makers labels or other identification shall be permitted on the exposed surface of signs, except those required by City ordinance. If required by City ordinance, such labels or other identification shall be in inconspicuous locations.

No exposed conduit, tubing or raceways, conductors, transformers and other equipment, will be permitted.

The lighting to signage shall be controlled by a 24 hour time clock set in accordance to hours when the center is open to the public or as otherwise appropriate for safety by the owner.

1. RESTRICTIONS ON INWARD FACING SIGNS.

Recognizing that colorful and interesting signs are enhancements to the entertainment/shopping/dining experience, any signs deemed appropriate by the owner shall be permitted on inward facing signs at the site. Inward facing signs are defined as all signs other than signs directly facing and within 100 feet of the public rights of way of Port Washington Road, West Silver Spring Drive and Lydell Avenue, as specifically depicted on the attached “Outward Facing Signs Exhibit.”

II. RESTRICTIONS ON OUTWARD FACING SIGNS.

The following restrictions shall apply to all signs facing the public rights of way of Port Washington Road, West Silver Spring Drive and Lydell Avenue, as specifically depicted on the attached “Outward Facing Signs Exhibit.”

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A. Permitted Outward Facing Signs by Use.

(1) Residential Uses, Condominiums, and Apartment Complexes. Residential uses, condominiums, and apartment complexes are allowed residential entry-way, way-finding and branding signs.

(2) Commercial and Retail Uses. (a) All commercial and retail uses are permitted at least one wall sign. (b) Commercial and retail buildings with two (2) or more tenants or individually owned condominium units are permitted a free-standing sign or a monument sign in addition to wall signage. In lieu of a free- standing sign or a monument sign on the property, each tenant or individually owned condominium unit with a separate exterior entrance may have one additional wall sign or a total of two (2) wall signs. (c) Individual retail uses that have more than twenty thousand (20,000) square feet of first floor building area are permitted a free-standing sign or a monument sign and two (2) wall signs. (d) When more than one (1) wall sign is permitted for any commercial or retail use, at least one (1) wall sign shall be located on the building that houses the use, but additional permitted wall signs may be located either on the same building or on other buildings on the property (e) Traffic directional and way-finding signs also are allowed.

(3) Corner Properties. Commercial establishments located on corner properties will be allowed at least two (2) and up to three (3) signs. Such properties will be allowed either: (a) A free-standing sign or a monument sign and a wall sign, or; (b) Two (2) wall signs to be placed on separate building fronts; plus (c) An additional wall sign if first floor building area is greater than twenty thousand (20,000) square feet. (d) Traffic directional and way-finding signs also are allowed.

B. Dimensional Limits on Outward Facing Signs. (1) No free-standing or monument sign shall exceed 25 feet in height or 300 square feet in sign area. (2) No wall sign shall exceed 300 square feet in sign area. (3) No traffic directional or way-finding signs shall exceed ten feet in height or twenty feet in sign area.

III. IMAGES NOT ADVERTISING.

A. All images and displays which do not constitute advertising of specific products or services also shall be permitted (whether inward facing or outward facing). Examples of permitted images and displays shall include, but not be limited to:

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(1) public art, including images, displays, murals and sculptures; (2) television, movie or other digital screens provided primarily for public entertainment; and (3) images and displays providing primarily public information.

B. One large screen projecting digital images may be mounted on the exterior wall of a building facing Port Washington Road and may display images from or for any businesses operating at the center.

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11 PG ~ EF - S GR PLAN SIGN FACING OUTWARD SS Package PRE CY Design 8 CENTER Schematic 53217 WI TOWN HORE 2s45.oo3.oo 03.26.19 GLENDALE, BAYS BAYSHORE-

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DESIGN STANDARDS

GENERAL DESIGN CRITERIA

An integration of both traditional and contemporary design are encouraged. All existing design elements on the Property are acceptable, and any new design elements consistent with existing design elements shall be approved. Buildings should have a balance horizontal/vertical rhythm of windows, offsets, roof lines, materials, and entrances. Buildings should be highlighted by massing variety that includes transitions at least every 80’. Main entrances of buildings should be clearly identifiable and timeless architectural materials, features, and forms should be integrated into the design.

Designs should be high-quality, providing character without being obtrusive or artificial. Class 1 and Class II materials listed below are acceptable, provided that at least 50% of all public facing building facades shall be faced with Class I materials.

Consideration of mural graphics, sculptural elements, and lighting are encouraged to be integrated into the context of the design composition.

SPECIFIC RECOMMENDATIONS Architecture will typically be the most prominent development component. Both visually and physically, architecture will play a major role in defining the overall design character and mix of uses. The design and location of buildings shall emphasize the following:

o Promote an animated street presence with a mix of street-level uses, interesting building facades, doors and windows on the street where appropriate, careful design of lighting, awnings, signage and other elements that animate the pedestrian experience. o Promote variety in building design, character and expression; not one theme or building style, but a thoughtful integration of many design solutions o Promote a variety of building types, including a range of height, scale and proportion that supports an integrated mix of shopping destinations, food venues, service businesses, commercial office options, and other mixed uses o Architectural elements, character, transparency and a high level of materials and detailing should be used to highlight corridors and crossroads throughout the Property o Encourage the use of high-quality materials (Class I and Class II materials), suggesting a preference toward native materials and local building techniques

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o Minimize the impact of mechanical equipment; as viewed from ground levels, all mechanical equipment located on the roof or around the perimeter of a structure shall be screened by a raised parapet, by compatible exterior building materials, or painted to complement the building materials in order to diminish impact. Incidental rooftop equipment deemed unnecessary to be screened shall be of color to match the roof or the sky. o Equipment used for mechanical, processing, bulk storage tanks, or equipment used for suppressing noise, odors, and the like that protrudes from a side of a building or is located on the ground adjacent to a building shall be screened from public view as much as practical with materials matching the design of the building. Where miscellaneous exterior equipment cannot be fully screened with matching building materials, landscaping may be used as additional screening. o Building and site limitations are as follows: o Height- not more than 7 stories (approximately 100 feet). o Floor to Area Ratio of not greater than 4:1. o Zero setbacks between buildings and lot lines shall be permitted, provided that at least 5 foot landscape buffers are provided around the perimeter of large surface parking lots. o Parking- not less than 1 parking space per 1,000 square foot of building area. o Colors- earth tones are preferred, but all colors consistent with a unified architectural scheme shall be permitted.

MATERIAL CLASSIFICATION CLASS I: o Brick o Natural stone o Glass o Metal panels o Specialty concrete o Architecturally precast textured concrete panels o Premium fiber reinforced composite panels o Premium fiber reinforced cementitious panels o other comparable or superior materials

CLASS II: o Opaque panels o Fiber reinforced cementitious panels o Fiber reinforced composite panels o Ornamental metal

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o Architectural rockface cmu o Masonry stucco o Exterior insulating finishing system (EIFS) o Natural Wood o other comparable or superior materials

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EXHIBIT G

Notice of Changed Assessment for the Property

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EXHIBIT H

Draft Amendment to TID 8 Project Plan

City of Glendale Tax Incremental District Number Eight, City of Glendale Project Plan Amendment #2

I. INTRODUCTION: GOALS AND OBJECTIVES, AND A STATEMENT INDICATING HOW THE ADDITION OF TERRITORY TO TAX INCREMENTAL DISTRICT NUMBER EIGHT PROMOTES THE ORDERLY DEVELOPMENT OF THE CITY

Purpose

Background

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Goals and Objectives

II. EXISTING USES AND CONDITIONS OF REAL PROPERTY WITHIN TID 8; PROPOSED IMPROVEMENTS AND USES AND PROPOSED CHANGES IN ZONING AND CITY ORDINANCES Existing Land Uses and Conditions of Real Property

Proposed Improvements and Uses of Land Within the Project Area

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land within the redeveloped TID 8 project area are generally and preliminary depicted on the general conceptual site plan attached hereto as EXHIBIT D.

Proposed Changes of Zoning Ordinances, Master Plan, Building Codes and City Ordinances

III. STATEMENT LISTING THE KIND, NUMBER AND LOCATION OF PROPOSED PUBLIC WORKS OR IMPROVEMENTS Project Public Works or Improvements Included Within the Project Plan

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out of TID 8 tax increment.

IV. PROPOSED METHOD OF RELOCATION

Neither the City nor the CDA will be displacing any persons in connection with this Project Plan Amendment # 2.

V. DESCRIPTION OF TIMING AND METHODS OF FINANCING

VI. ECONOMIC FEASIBILITY STUDY

Due to extreme economic obsolescence, the current appraised and assessed value of the parcels in TID 8 are:

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City’s request to extend the life of TID 8. Attached as EXHIBIT G is an independent audit that demonstrates that TID 8 is unable to pay off its project costs by 2029, the end of its original 27 year life of TID 8.

Without these actions, additional investment within and redevelopment of TID 8 will not be feasible. With these actions, the anticipated assessed values could be restored to more than $200,000,000.

Tax Increment Revenues

Development Schedule and Value

Property Use Description Year Value

Bayshore Towne Center* January 1, 2007 *$329,850,000 (Equalized)

Total Base Value of TID Eight January 1, 2019 $75,501,800 (As Amendment #2)

NOTE: *The projected Bayshore Towne Center equalized property value, value increment, annual TIF revenue, and total TIF revenue are each based on the estimates and are subject to City review.

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Economic Feasibility Conclusions for Amendment #2

Based on the aforementioned variables and assumptions, the TID 8 produces estimated total tax increment revenues in the amount of $36,749,310.

Current Project Plan Amendment #2 – It is concluded that the revitalization of TID 8 will not be feasible without the incentives identified in this Amendment #2 and the Development Agreement.

4. The benefits of the proposal outweigh the anticipated tax increments to be paid by the parcels in the overlying taxing jurisdictions. No tax increments will be generated but for this Amendment #2.

5. Not less than 50% of the real property within TID 8 remains blighted and adversely impacted by extreme economic obsolescence.

6. The actions contemplated in this Amendment #2 and in the Development Agreement relate directly to eliminating blight consistent with the purpose for which TID 8 was created.

7. The improvement of the area is likely to enhance significantly the value of all of the other real property in TID 8.

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VIII. ATTORNEY’S OPINION The opinion of the City’s Attorney advising that this Project Plan Amendment #2 is complete and complies with the applicable law is attached hereto as EXHIBIT H.

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EXHIBIT I

City Explanatory Letter About TID 8 Amendment and Extension and DOR 2018 TIF Value Limitation Report

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Accordingly, the City will find, when reviewing the project p lan amendment adding territory to TID 8, the City in 2019 is now under the 12 percent value limit in current TIO districts.

The reassessment of the Bayshore Mall parcel and the c losure of TIO 6 allow the City easi ly to find that less than 12 percent of the equalized value of the City will be in TIDs even after 7 acres would be added to TIO 8.

While both the equalized values of those commerc ia l properties within T!Ds and the City's total equalized value may fluctuate somewhat due to the City-wide re-evaluation, it is not foreseeable, however, that this re-evaluation will have any materi al impact on the City's 12 percent test ti nd i ng.

Please feel free to contact me with any additional questions.

Sincerely, . ~Lv~ ~ Shawn Lanser, Deputy City Administrator Finance Director, CPA

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EXHIBIT J

MRO or Municipal Revenue Obligation

UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF MILWAUKEE CITY OF GLENDALE

TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION ("MRO")

Number Date of Original Issuance Amount

______, 2019 100% of Available Tax Increment of Tax Incremental District No. 8 as Amended

FOR VALUE RECEIVED, the City of Glendale, Milwaukee County, Wisconsin (the "City"), promises to pay to Bayshore Shopping Center Property Owner LLC, a Delaware limited liability company (the "Developer") and/or in which or in part, any successor or assignee of Developer designated in writing by Developer, at any time and from time to time, through the Developer's payment receiving agent, ______("Payment Agent"), all “Available Tax Increment,” actually received by the City by May 31 of the year plus any Available Tax Increment from prior calendar years received by the City by May 31 of the year, commencing with the year 2020 and extending through the end of the year 2033.

“Available Tax Increment” means an amount equal to the annual tax increment of Tax Incremental District No. 8, as amended (“TID 8”) and as defined in Wis. Stat. § 66.1105 (2)(m) (that amount obtained by multiplying the total county, city, school and other local general property taxes levied on all taxable property within TID 8 in a year, by a fraction having as a numerator the value increment as defined in Wis. Stat. § 66.1105(2)(i) for that year in TID 8 and as a denominator that year’s equalized value of all taxable property in TID 8).

This MRO shall be payable in installments due on the date any Available Tax Increment is received by the City commencing in 2020 and extending through 2033.

This MRO has been issued to finance projects within TID 8 and is payable only from the income and revenues herein described, which income and revenues will be or have been set aside as a special fund for that purpose and identified as the "Special Redemption Fund" provided for under the Resolution adopted on ______, 2019 by the Common Council of the City (the "Resolution"). This MRO is issued pursuant to the Resolution and pursuant to the terms and conditions of the Amended and Restated Development Agreement for Bayshore Town

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Center, dated as of ______, 2019 among the City, the City of Glendale Community Development Authority and the Developer ("Development Agreement"). This MRO does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation or provision. This MRO shall be payable solely from Available Tax Increment (as defined in the Development Agreement) appropriated by the Common Council to the payment of this MRO (the "Revenues"), including Available Tax Increment which shall be set aside in the Special Redemption Fund. Reference is hereby made to the Resolution and the Development Agreement for a more complete statement of the revenues from which and conditions and limitations under which this MRO is payable and the general covenants and provisions pursuant to which this MRO has been issued. The Resolution and Development Agreement are incorporated herein by this reference. Capitalized terms used in this MRO which are not defined in this MRO shall have the meaning attributable to such terms as set forth in the Development Agreement.

This MRO is a special, limited revenue obligation and not a general obligation of the City and is payable by the City only from the sources and subject to the qualifications stated, incorporated or referenced herein. This MRO is not a general obligation of the City, and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of this MRO. Further, no property or other asset of the City, except the above- referenced Available Tax Increment, is or shall be a source of payment of the City's obligations hereunder.

This MRO is issued by the City pursuant to, and in full conformity with, the Constitution and laws of the State of Wisconsin.

Prior to Developer’s performance of its obligations under Section III(3) of the Development Agreement, this MRO may be transferred or assigned, in whole or in part, only with the consent of the City which shall not be unreasonably withheld, delayed or conditioned. Following Developer’s performance of its obligation under Section III(3) of the Development Agreement, this MRO may be transferred or assigned, in whole or in part, without the consent of the City. Each permitted transferee or assignee shall take this MRO subject to the foregoing conditions and subject to all provisions stated or referenced herein.

It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this MRO have been done, have existed and have been performed in due form and time.

IN WITNESS WHEREOF, the City Council of the City of Glendale has caused this MRO to be signed on behalf of the City by its duly qualified and acting Mayor and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above.

CITY OF GLENDALE:

By: Bryan Kennedy, Mayor

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Countersigned:

By: Rachel A. Safstrom, City Administrator

Approved as to form this _____day of ______, 2019.

By: John Fuchs, City Attorney

STATE OF WISCONSIN ) ) SS MILWAUKEE COUNTY )

Personally came before me this ____ day of ______, 2019, the above named Bryan Kennedy, Mayor, and Rachel A. Safstrom, City Administrator, to me known to be the persons who executed the foregoing instrument and acknowledged the same.

Notary Public - State of Wisconsin My Commission: ______

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EXHIBIT K

2018 Property Tax Bill for the Property

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EXHIBIT L

Schedule to Defease Existing TID 8 Bonds and Offset Funds On Hand

To be replaced with updated calculations from Baird

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From: Wiencek, Tim Sent: Friday, October 12, 2018 12:15 PM To: Mehan, John Subject: RE : TIF 8 cash needed to escrow

Hi John,

My updated calculations with the assumptions below are as follows:

2012 Taxable GO: $2,430,000 2014 CDA LRB: $10,880,000 2015 CDA LRB: $11,595,000 2015 Taxable LRB: $9,610,000 2017 Taxable LRB: $16,250,000

Total: $50,765,000

Less DSRF: -$6,360,672.50 Less Stabilization Fund : -$5,656,020

Additional Funds Needed: "'$38.748.307.50

Please note that I'm still assuming each defeasance is ran separately w/ today's SLGS rates and $50,000 for COI. I'm also assuming that the amounts available from the DSRF and Stabilization Fund are the same as what they were previously.

Please let me know if you have any questions.

Tim

Unless otherwise specified, Robert W. Baird & Co. Inc. is not acting as a municipal advisor and this message and any opinions, views or information contained herein are not intended to be, and do not constitute, "advice" within the meaning of Section 15 B of the Exchange Act of l 934 (the "Act"). In providing this information, Baird does not owe you a fiduciary duty pursuant to the Act. You should discuss the information contained herein with any and all internal and external advisors and experts you deem appropriate before acting on the information. See the this link ( http://www.rwbaird.com/SharedPDF/emailTemplates/PublicFinance/RobertWBairdCo-PublicFinance lmportantDisclosures.pdf) for important information regarding this message and your reliance on information contained in it. ******************************************************************

Robert W. Baird and Co. Incorporated does not accept buy, sell or other transaction orders by e-mail, or any instructions by e-mail that require a signature. This e-mail message, and any attachment(s), is not an offer, or solicitation of an offer, to buy or sell any security or other product. Unless otherwise specifically indicated, information contained in this communication is not an official confirmation of any transaction or an official statement of Baird. The information provided is subject to change without notice. This email may contain privileged or confidential information or may otherwise be protected by other legal rules. Any use, copying or distribution of the information contained in this e-mail by persons or entities other than the intended recipient is prohibited. lf you received this in error, please contact the sender and delete the material from any computer on which it exists. Baird, in accordance with applicable laws, reserves the right to monitor, review and retain all

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1) Defeasance Discussion a. Confirm that the cu rrent TID runs through 2029. b. Return TID Base Amount to $73,733,700 on Current TID. c. Add 4-years to the current TID to extend through 2033. d. Bump TID Base Amount to $80MM for the extra four years (2030 - 2033). e. Restructure Development Agreement to be a "Pay-as-you-go" TID whereby Owner/Developer is " rebated" increment above base. Ideally, the "rebate" is theoretical in which the "net pay1' is the net amount due after taking into account the prospective rebates. f. Allow for replat of developable Pads on northern portion of property. g. Allocate $20,000,000 of $73,733,700 base ($80MM in last 4-years of TIO) to the developable Pads when Pads are sold to 3'd party entities. h. All paid taxes on improvement increment on 3'd Party Pads would be paid to the City but rebated back to Owner/Developer. i. City to approve anticipated uses for 3rd Party Pads and agree to amend PUD accordingly. j. Convey all property owned by CDA/City within and surround Bayshore for no additional consideration, including CDA owned parking structure and land owned north of the site (Goodyear Property). k. Conveyance or vacation of public streets to Owner/Developer. I. Waive all impact/development fees. m. Process: a. Hire Larry Kosowsky with CMI (tax rep firm that we have used on several of our properties) to give his assessment value estimate of Bayshore. This will not be an appraisal, but an income valuation to the property. More along the lines of a BOV. It does help that Larry grew up in Madison and graduated from Wisconsin. b. John amends the Development agreement to lower the "Pay-as-you-go" assessed value back to the base of $73,733,700. c. Using Larry's valuation, John meets with the Tax Assessor and gets the assessed value reduced back to the "base". d. John and accessor contact the DOR and let them know what is taking place. There is a reasonable assurance that this is a ministerial occurrence and will happen before the end of the year. e. The CDA will hire Stan Riffle with Municipal Law and Litigation Group (Arenz, Molter, M acy Riffle, Larson & Bitar) to amend the current TID to add the necessary four years. f. The CDA will require that Bayshore reimburse the CDA for any legal fees, but that the tot al amount will be reasonable (below $SOK). g. There is no Joint Board Review approval requirement as the CDA is the only group requiring review and approval. h. There is no public hearing process (I don't think). i. The Development and TID agreements will be complete by the end of the year while the blessing from the DOR on the TID extension will be complete by the end of January or sooner. j. The recommendation is to use Reinhardt for any "review" that AIG may require.

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Deborah C. Tomczyk

From: Deborah C. Tomczyk Sent: Friday, October 26, 2018 11:26 AM To: [email protected]; 'Kirk Williams' Subject: FW: TIF 8 cash needed to escrow

John asked m e to forward these fund balances to you both ...

From: [email protected] [mailto:[email protected]) Sent: Friday, October 26, 2018 9:47 AM To: Lanser, Shawn Cc: Deborah C.Tomczyk; Stan Riffle Subject: r~e: TIF 8 cash needed to escrow

I am 30 feet up in a tree because the landscapers did a crappy job of trimming something. So can you forward this to Kirk and Kelly and whoever else needs to see it?

Sent ji·om my Verizon LG Smartphone

------Orig ina l message----- From: Lanser, Shawn Date: Fri, Oct 26, 2 018 10: 18 AM To: Mehan, John; Cc: Speckhard, Rebecca A. ([email protected]);John Fuchs ([email protected]);Reiss, Rachel; Subject: RE: TIF 8 cash needed to escrow

East Parking DSRF

$ 1,550,000 FNMA 3136Gl 3ZO 11/27119

TCF /:18 (will check which are reserve funds and which are stabilization funds)

$ 1,500,000 FI-ILB 313381TY6 2/6/20

$ 1,000,000 FRMC 3 134G35V8 3/13/20

$2,400,000 FI-ILB 3 l 30ACU5 l 11125/22

$2,300,000 Fed Farm Credit Bank 3 133EHEJ8 1/3/20

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$3,000,000 FRMC 3 134GB6S6 12/29/22

Since interest rates have risen, there w ill be a loss on investment recogni zed when the investments are sold to f"und the defeasance in order for the buyer to get market rates. Until this puyoff discussion there was no way these reserve funds would be needed before the bonds were callable.

Shawn Lanser, CPA

Deputy City Administrator

City of Glendale

5909 N Milwaukee Parkway Glendale 'WI 53209

414-228-1717

Gle!!~

From: Mehan, John [mailto:[email protected]] Sent: Thursday, October 25, 2018 4:28 PM To: Lanser, Shawn Cc: Speckhard, Rebecca A. ([email protected]); John Fuchs ([email protected]); Reiss, Rachel Subject: RE: TIF 8 cash needed to escrow

Shm\ n thanks for the qu iek response.

( oulJ >ou f'orward us the list of US securi ties and how c~1 ch investment is applied? J assume that Tff Funds that an.: invested ttrL' d irectly iclc ntiliccl with the different DSRF and Stabilir.ation Funds.

John A. Me ha n Managing Directo1 Public Finance Robert W . Baird & Co.

414-765-3719 (dwec t)

40688460

[email protected] I rwbaird.com/PublicFjnance

mv1<1p,)l t.rl

Baird - Fourteen consecutive years as one of FORTUNE® magazine's 100 Best Companies to Work for. 2004-2017

From: Lanser, Shawn [mailto:[email protected]] Sent: Thursday, October 25, 2018 3:46 PM To: Mehan, John Cc: Speckhard, Rebecca A. ([email protected]); John Fuchs ([email protected]); Reiss, Rachel Subject: RE: TIF 8 cash needed to escrow

The stabi lization f'und was funded from TlF fn c rement.

l'hc total Tl F 8 (with parking) debt service reserve funds and stabili7.at ion fund total $1 2,016.693.

We will need to discuss the timing of selling the US securities where TIF funds arc invested assuming the defcasance happens. Also if" there may be an option for the C ity to p urchase some TIF investments (they are all in the name of City o r G lendale, but allocated to T !F).

Shawn Lanser, CPA

Deputy City Administrator

City of Glendale

5909 N Milwaukee Parkway Glendale WI 53209

414-228-1717

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From: Mehan, John [mailto:[email protected]] Sent: Thursday, October 25, 2018 2:48 PM To: Lanser, Shawn Cc: Speckhard, Rebecca A. ([email protected] ); John Fuchs ([email protected]); Reiss, Rachel Subject: RE: TIF 8 cash needed to escrow

Shawn can you remind me what was the source o f runding for the creation of the Stabilization Fund (SF)'.' Was it proceeds from a bond offering or excess T JD revenues?

t\lso. what is the current SF lxi lancc and arc excess earnings washed over to the TIF #8 bond funds semi-annually at the time or debt service payments'?

Where arc the OSRF and SP on deposit?

r hanks

John A. Mehan Managing D irector Public Finance Ro bert W . Ba ird & Co.

414-765-3719 (clirect)

[email protected] I rwba1rd.com/PublicFinance

munc1p.il undN"wmrr N0 1• n the r..,tl0!1 --..-· ..... --... ~-- - - Baird - Underwriter o r Financial Advisor to The Bond Buyer's " Deal of t he Year" six t imes since 2 005

Baird - Four teen con secutiye_yl;@rS a~ one...Qf FORTUNE® m a ga7 111 e'Ll.QQ_B~ t CQrrwan1es t o Work fo r~ 2004-20 17

From: Lanser, Shawn [mailto:[email protected]] Sent: Friday, May 25, 2018 2:11 PM To: Mehan, John Cc: Speckhard, Rebecca A. ([email protected]); John Fuchs (fuchs@fdblaw .com); Reiss,

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Rachel Subject: TIF 8 cash needed to escrow

John,

P er o ur phone conversation, here are some numbers from the C ity of Glendale/CD A.

I) 13aird knows the repayme nt schedule for all the C DA T!F // 8 debt outstand ing (including the East Parking issue) as well as the GO issue.

2) The C ity has funds on hand to make all October I, 201 8 principal and interest payments.

3) The C ity TIF 118/Parking debt service reserve funds availa ble total $6,360,672.50

4) The C ity sta bilization fund available is $5,656,020

Beside the funds mentioned above, how much additio na l cash would be needed to escrow O cto be r I, 201 8 to make a ll the required Tff /t8 debt payments? Assume all the C DA issues arc retired on their call dates.

Assume investments would be made in US Treasuries to m ature on A pril l and October 1 each year to match the to tal P&T paym ents due.

Late r wc can discuss if investments in o ther AAA rated federal securities woul d be appropriate and allow for a few addit iona l basis points o f interest to be earned on the escrow. We m ay adjust interest rates and funding dates after this initial calculation is comp lete.

If you could calculate this on Tuesday, that w ould be great.

T hanks,

Shawn Lanser, CPA

Deputy C ity Administrator 5

40688460

City of Glendale

5909 N Milwaukee Parkway Glendale WI 53209

414-228-1717

Unless otherwise specified, Robert W . Baird & Co. Inc. is not acting as a municipa l advisor and this message and any opinions, views or informatio n contained herein are not intended to be, and do not constitute, "advice" within the meaning of Section 15 B of the Exchange Act of 1934 (the ."Act"). In providing this information, Baird does not owe you a fiduciary duty pursuant to the /\ct. You should discuss the information contained herein with any and all internal and external advisors and expc 11s you deem appropriate before acting on the in formation. See the this link ( htt p;//www .rwbaird.com/Sharecl PD F/ema i ITemplates/Publ ic Fi nance/RobertW BairdCo-Pub Ii c Finance- 1mp orta nt Disclosures. pd f) fell' important information regarding thi s message and your re li ance on information conta ined in it. ******************************************************************

Robe11 W. Baird and Co. Incorporated does not accept buy, sell or other transaction orders by e-mail, or any instructions by e-mail that require a signature. This e-ma il message, and any attachment(s), is not an offer, or solic itation of an offer, to buy or sell any security or other product. Unless otherwise specifically indicated, information contained in this communication is not an official confirmation of any transaction or an official statement of Baird. T he information provided is subject to change w ithout notice. This email may contain privileged or confidential information or may otherwise be protected by other legal rules. Any use, copying o r distribution of the information coqtained in this e-mail by persons or entities other than the intended rec ipient is prohibited. If you received this in error, please contact the sender and delete the material from any computer on which it exists. Baird, in accordance with applicable laws, reserves the right to monitor, review and retain all e lectronic e-mails, trave lli ng throug h its networks and systems. E-mail transmissions cannot be guaranteed to be secure, timely or error- free. Baird therefore recommends that you do not send any sensitive information such as account or personal identification numbers by e-mail. *****************************************************************

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EXHIBIT M

Certificate of Defeasance

Being prepared by Quarles and Brady

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EXHIBIT N

Defeasance Escrow Agreement

Being prepared by Quarles and Brady

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EXHIBIT O

SWEEP ACCOUNT AGREEMENT

THIS SWEEP ACCOUNT AGREEMENT dated as ______, 2019 (this "Agreement") is by and among CITY OF GLENDALE COMMUNITY DEVELOPMENT AUTHORITY, a duly constituted community development authority under Wis. Stat. sec. 66.1335 (the "CDA"), THE CITY OF GLENDALE, a Wisconsin municipal corporation (the "City"), BAYSHORE SHOPPING CENTER PROPERTY OWNER LLC, a Delaware limited liability company (the "Developer") and ______(the "Bank").

RECITALS

A. The CDA, the City and the Developer have entered into an Amended and Restated Development Agreement for Bayshore Town Center dated as of ______, 2019 (the "Development Agreement"; capitalized terms not otherwise defined herein have the meaning assigned to such terms in the Development Agreement).

B. Pursuant to the Development Agreement, the CDA, the City and the Developer are required to deposit all Tax Increment into a deposit account with the Bank (such deposit account is referred to herein and in the Development Agreement as the "Special Fund").

C. The parties desire to enter into this Agreement to set forth the terms upon which the Tax Increment deposited into the Special Fund will be transferred to the Developer.

AGREEMENTS

In consideration of the Recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Special Fund. The parties acknowledge and agree that (a) the Developer has opened deposit account ending in ______with the Bank and (b) such deposit account is the Special Fund referred to in the Development Agreement.

2. Deposit of Tax Increment. The City and the CDA shall deposit all Tax Increment into the Special Fund.

3. Automatic Transfer of Funds. Unless the Developer otherwise directs the Bank in writing to the contrary, and subject to Bank's right to place holds for uncollected funds pursuant to Federal Reserve Regulations and the Bank's customary procedures, the Bank agrees to wire transfer all of the Tax Increment in the Special Fund in its entirety for each business day, on the earliest subsequent day that all collections for the day in question are available for transfer. Funds shall be transferred as same day funds to the following account:

______Bank Routing Number: Account Name:

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Account Number: Reference

4. Special Fund Authority. Other than the right to deposit the Tax Increment as described in Section 2, neither the City nor the CDA shall have any authority or control over the account. Without limiting the generality of the foregoing, neither the City nor the CDA shall have any ability to give an instructions (written or otherwise) regarding the disposition or transfer of any amount in the Special Fund. Other than with respect to make deposits of the Tax Increment as described in Section 2, the Developer shall have sole and exclusive control over Special Fund. The Developer shall have the sole and exclusive right to give the Bank instructions (written or otherwise) regarding the disposition or transfer of all amounts in the Special Fund.

5. Expenses for Maintaining Special Fund. All expenses for the maintenance of the Special Fund and all expenses arising under this Agreement are the responsibility of [the Developer]. The Developer shall have daily access to its bank statement via the Internet and to receive paper statements on the Special Fund.

6. Limitation of Liability. The Bank will not be liable to the Developer, the CDA or the City for any expense, claim, loss, damage or cost ("Damages") arising out of or relating to its performance under this Agreement other than those Damages which result directly from its acts or omissions constituting recklessness or willful misconduct. The Bank will be excused from failing to act or delay in acting if (a) such failure or delay is caused by circumstances beyond the Bank's reasonable control, including but not limited to legal constraint, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster or acts of God, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or act, negligence or default of Customer or Lender or (ii) such failure or delay resulted from Bank's reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority.

7. Indemnification. The Developer shall indemnify, defend and hold harmless the Bank and its affiliates, directors, officers, employees, successors and assigns (each an “Indemnitee”) from and against any and all liabilities, losses, claims, damages, demands, costs and expenses of every kind (including, but not limited to, costs incurred as a result of items being deposited in the Special Fund and being unpaid for any reason, and reasonable attorney's fees) incurred or sustained by any Indemnitee arising out of the Bank's performance of the services contemplated by this Agreement, except to the extent such liabilities, losses, claims, damages, demands, costs and expenses are the direct result of the Bank's recklessness or willful misconduct.

8. Further Assurances. Each party hereto agrees to execute such further agreements, documents and instruments that the Bank or the Developer may reasonably request in order to effectuate the transfer of the Tax Increment from the Special Fund as described in Section 3, including, without limitation, ACH instructions, EFT instructions, standing wire transfer instructions or any other similar instructions.

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9. Termination. This Agreement shall remain in full force and effect unless otherwise terminated by the Developer or the Bank. Neither the City nor the CDA shall have any authority to terminate this Agreement. If this Agreement is terminated by the Bank prior to the expiration of the obligation of the City and the CDA to deposit the Tax Increment in the Special Fund, the City, the CDA and the Developer shall enter into such agreements and documents with a financial institution to establish a new deposit account as the Special Fund into which the Tax Increment will be deposited and subsequently transferred to the Developer.

10. Miscellaneous.

(a) Assignability. No party hereto may assign its rights or delegate its duties hereunder without the prior written consent of the Developer and the Bank. Any purported assignment of rights or delegation of duties in violation of this subsection is void.

(b) Authority. The signatories to this Agreement on behalf of each of the parties hereto have full right, power and authority to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement is valid and enforceable against each of the parties hereto in accordance with its terms. Each instrument to be executed pursuant hereto or in connection herewith, will, when executed and delivered, be valid and enforceable in accordance with its terms against each party signing.

(d) Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any of the provisions of this Agreement.

(e) Execution in Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature thereto and hereto were upon the same instrument. Delivery of an executed counterpart hereto by fax or by electronic transmission (e- mail) of a portable document file (PDF) of similar file shall be as effective as a manually executed counterpart.

(f) Severability. If any provision of this Agreement shall be held or declared to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever.

(g) Choice of Law. THIS AGREEMENT AND ALL DISPUTES AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR ARISING FROM IT OR TO THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF IT--WHETHER SOUNDING IN CONTRACT LAW OR OTHERWISE--SHALL BE GOVERNED BY,

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AND SHALL BE CONSTRUED AND ENFORCED PURSUANT TO, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF WISCONSIN.

(h) Venue, Jurisdiction. Any judicial action relating to the construction, interpretation or enforcement of this Agreement, or the recovery of any principal, accrued interest, court costs, attorneys' fees and other amounts owed hereunder, shall be brought and venued in the U.S. District Court for the Eastern District of Wisconsin or the Milwaukee County Circuit Court in Milwaukee, Wisconsin. EACH PARTY HEREBY CONSENTS AND AGREES TO JURISDICTION IN THOSE WISCONSIN COURTS, AND WAIVES ANY DEFENSES OR OBJECTIONS THAT IT MAY HAVE ON PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.

[remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Sweep Account Agreement as of the date first written on the first page hereof.

CITY OF GLENDALE COMMUNITY DEVELOPMENT AUTHORITY:

By: Name: Bryan Kennedy Title: Chair

By: Name: Miranda Etzel Title: Executive Director

CITY OF GLENDALE:

By: Name: Title: Mayor

By: Name: Title: City Clerk

BAYSHORE SHOPPING CENTER PROPERTY OWNER LLC

By: Name: Title:

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5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Review and Approval of 2020-2024 Five Year Capital Improvement Plan.

FROM: Rachel Safstrom, City Administrator

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: Capital Budget Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: Attached is a copy of the planned Capital Improvement Program for the years 2020 through 2024. It is requested that you review the projects, particularly for the year 2020, in order that the final approval can be made and included in the projections for the 2020 Annual Program Budget.

In prior years, the City attempted to keep the borrowing level consistent under $4 million each year with the General Debt Service staying at around $2 million each year. This is not always feasible. You will note in 2021, the Library renovation project and in 2024, the Police Station renovation project increase the level of borrowings.

Based up on your approval, engineering and design specifications will be prepared and various financing options will be reviewed with the City’s financial advisor and bond underwriters. The final financing plan will be submitted to you for review and final approval in the second quarter of 2020.

RECOMMENDATION: In an attempt to make this a more useful document for staff, the Public Works Department has increased their listing of projects to include regular maintenance. This is to assist in the planning process for this and future years to ensure we are able to fund regular maintenance.

Last year, there was a significant change to the watermain replacement program to be able to replace watermain faster than it is failing. Due to the high amount of annual watermain breaks, we have increased the replacement of watermain. Currently, we fix about 60 breaks per year. This would be anticipated to have a reduction of up to 50 percent within the first 2 years. The five year average spending on watermain is $1.65 million.

The capital equipment request from the Public Works Director includes the replacement of a snow plow truck, log grapple, brine maker, riding mower, loader with wing, chipper dump truck, hot patch heater, 1 ton dump truck and a backhoe/loader. As indicated in years past, the equipment replacement at Public Works had been sparse. It has become necessary to replace this failing equipment to increase the 5E—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

efficiency of staff. Depending on the funding requests for the 2020 Annual Program Budget, it may be possible to fund some of the equipment within the General Fund and not utilize debt service.

The Police equipment program identifies annual replacements of squads. Currently, the program replaces a marked squad every 3 years. The less lethal equipment includes Penn Arms Single launcher, Tasers, training targets, AED for municipal lock up and stop sticks.

The requested specific project capital funding for the Water Utility includes the 2020 portion of the North Shore Water Commission Capital Plan. The 2020 budget also includes the agreed amounts for Fire, Dispatch and Library improvements. The library improvement identifies a donation of $500,000. This would represent the 50% of the anticipated funding from the Library Foundation of $1,000,000.

Future Projects For the years 2021 through 2024, these projects are primarily listed for planning purposes for both the Council and staff members. Several requests may have been shifted from the original year. For example, the several items are not funded for 2024 but are anticipated in 2025 due to the needed renovations at the Police Department.

Summary Staff requests your approval of the 2020 program. Approving the 5 Year Capital Improvement Plan will allow staff to determine the proper revenue source for the anticipated expenses in 2020.

ACTION REQUESTED: Motion to approve the 2020-2024 Five Year Capital Improvement Plan as presented.

ATTACHMENTS: 1. 2020-2024 Five Year Capital Improvement Plan.

CAPITAL IMPROVEMENT PROGRAM 2020 - 2024

2020 2020 2021 2021 2022 2022 2023 2023 2024 2024 Requested Executive Requested Executive Requested Executive Requested Executive Requested Executive Revenues Tax Levy $ 623,544 $ 623,544 $ 326,400 $ 326,400 $ 301,800 $ 301,800 $ 288,600 $ 288,600 $ 296,600 $ 296,600 Intergovernmental Revenues $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Grant $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Donation $ - $ - $ 500,000 $ 500,000 $ - $ - $ - $ - $ - $ - Debt Service - General $ 2,358,746 $ 2,358,746 $ 2,939,603 $ 2,939,603 $ 1,454,805 $ 1,454,805 $ 1,531,303 $ 1,531,303 $ 6,329,303 $ 5,629,303 Debt Service - Water Utility $ 1,432,000 $ 1,432,000 $ 1,451,000 $ 1,451,000 $ 1,512,000 $ 1,512,000 $ 1,540,000 $ 1,540,000 $ 1,394,000 $ 1,394,000 TIF Funding $ 1,000,000 $ 1,000,000 $ - $ - $ - $ - $ - $ - $ - $ - Storm Sewer $ 239,721 $ 239,721 $ 167,597 $ 167,597 $ 206,423 $ 206,423 $ 219,579 $ 219,579 $ 200,742 $ 200,742 Sanitary Sewer $ 288,462 $ 288,462 $ 279,243 $ 279,243 $ 277,724 $ 277,724 $ 294,750 $ 294,750 $ 270,372 $ 270,372 Water Utility $ 618,059 $ 618,059 $ 160,926 $ 160,926 $ 82,987 $ 82,987 $ 90,000 $ 90,000 $ 90,000 $ 90,000

Total Revenues $ 6,560,532 $ 6,560,532 $ 5,824,769 $ 5,824,769 $ 3,835,739 $ 3,835,739 $ 3,964,232 $ 3,964,232 $ 8,581,017 $ 7,881,017

Total Additional Debt Service $ 3,790,746 $ 3,790,746 $ 4,390,603 $ 4,390,603 $ 2,966,805 $ 2,966,805 $ 3,071,303 $ 3,071,303 $ 7,723,303 $ 7,023,303

Expenses Watermain replacement program APPLE BLOSSOM LN N (W Bender Rd to W Monrovia Ave) $ 133,789 $ 133,789 $ - $ - $ - $ - $ - $ - $ - $ - APPLE BLOSSOM LN N (W Monrovia Ave to Termini) $ 100,095 $ 100,095 $ - $ - $ - $ - $ - $ - $ - $ - MONROVIA AVE W (W Bittersweet Ln to N Apple Blossom Ln) $ 262,154 $ 262,154 $ - $ - $ - $ - $ - $ - $ - $ - APPLE BLOSSOM LN N (Termini to W Montclaire Ave) $ 114,163 $ 114,163 $ - $ - $ - $ - $ - $ - $ - $ - MONTCLAIRE AVE W (N Elm Tree Rd to N Ironwood Ln) $ 87,147 $ 87,147 $ - $ - $ - $ - $ - $ - $ - $ - MONTCLAIRE AVE W (N Ironwood Ln to N Apple Blossom Ln) $ 104,578 $ 104,578 $ - $ - $ - $ - $ - $ - $ - $ - MONTCLAIRE AVE W (N Park Rd to Jean Nicolet Rd) $ 104,578 $ 104,578 $ - $ - $ - $ - $ - $ - $ - $ - MONTCLAIRE AVE W (N Apple Blossom to N Park Rd) $ 174,294 $ 174,294 $ - $ - $ - $ - $ - $ - $ - $ - MOHAWK AVE N (W Marne Ave to W Chateau Ave) $ 137,218 $ 137,218 $ - $ - $ - $ - $ - $ - $ - $ - MOHAWK AVE N (W Chateau Ave to W Hampton Ave) $ 171,026 $ 171,026 $ - $ - $ - $ - $ - $ - $ - $ - KENBOERN DR W (N Longview Dr to Termini) $ 161,952 $ 161,952 $ - $ - $ - $ - $ - $ - $ - $ - BETHMAUR LN N (Termini to W. Hemlock Rd) $ 195,168 $ 195,168 $ - $ - $ - $ - $ - $ - $ - $ - LYDELL AVE (W. Fountatinview Dr. north to City Limits) $ 1,000,000 $ 1,000,000 $ - $ - $ - $ - $ - $ - $ - $ - ROCK LEDGE AVE N (N Longview Dr to W Rochelle Ave) $ - $ - $ 67,209 $ 67,209 $ - $ - $ - $ - $ - $ - ROCK LEDGE AVE N (W Rochelle Ave to W Edward Ln) $ - $ - $ 263,819 $ 263,819 $ - $ - $ - $ - $ - $ - ARDARA AVE N (Termini to W Rochelle Ave) $ - $ - $ 181,314 $ 181,314 $ - $ - $ - $ - $ - $ - ROCHELLE AVE W (N Berwyn Ave to Milwaukee River Parkway) $ - $ - $ 416,551 $ 416,551 $ - $ - $ - $ - $ - $ - ROCK PL W (Termini to N Ironwood Ln) $ - $ - $ 51,283 $ 51,283 $ - $ - $ - $ - $ - $ - IRONWOOD LN N (W Glendale Ave to W Rock Pl) $ - $ - $ 248,130 $ 248,130 $ - $ - $ - $ - $ - $ - HUBBARD ST N (Reindl Way to E Fiebrantz Ave) $ - $ - $ 138,063 $ 138,063 $ - $ - $ - $ - $ - $ - GOOD HOPE RD W (N Mohawk Rd to N Seneca Ave) $ - $ - $ 242,258 $ 242,258 $ - $ - $ - $ - $ - $ - NICOLET CT W (W Good Hope Rd to Termini) $ - $ - $ 140,282 $ 140,282 $ - $ - $ - $ - $ - $ - BEECH TREE DR N (W Suelane Rd to W Bernard Ln) $ - $ - $ - $ - $ 245,471 $ 245,471 $ - $ - $ - $ - BEECH TREE DR N (W Bernard Ln to W Rochelle Ave) $ - $ - $ - $ - $ 210,694 $ 210,694 $ - $ - $ - $ - GLEN SHORE DR N (W Bernard Ln to W Edward Ln) $ - $ - $ - $ - $ 139,013 $ 139,013 $ - $ - $ - $ - GLEN SHORE DR N (W Edward Ln to W Green Tree Rd) $ - $ - $ - $ - $ 279,033 $ 279,033 $ - $ - $ - $ - BITTERSWEET LN W (W Clovernook Ln to W Fairfield Ct) $ - $ - $ - $ - $ 206,191 $ 206,191 $ - $ - $ - $ - ELM TREE RD N (W Acacia Rd to W Clovernook Ln) $ - $ - $ - $ - $ 166,932 $ 166,932 $ - $ - $ - $ - ELM TREE RD N (W Clovernook Ln to W Fairfield Ct) $ - $ - $ - $ - $ 184,226 $ 184,226 $ - $ - $ - $ -

1 CAPITAL IMPROVEMENT PROGRAM 2020 - 2024

2020 2020 2021 2021 2022 2022 2023 2023 2024 2024 Requested Executive Requested Executive Requested Executive Requested Executive Requested Executive ACACIA RD W (N Elm Tree Rd to Jean Nicolet Rd) $ - $ - $ - $ - $ 251,607 $ 251,607 $ - $ - $ - $ - CLOVERNOOK LN W (W Bittersweet Ln to N Elm Tree Rd) $ - $ - $ - $ - $ 128,326 $ 128,326 $ - $ - $ - $ - FLINT RD N (W Camden Rd to W Bender Rd) $ - $ - $ - $ - $ - $ - $ 140,391 $ 140,391 $ - $ - FLINT RD N (W Florist Ave to W Camden Rd) $ - $ - $ - $ - $ - $ - $ 319,028 $ 319,028 $ - $ - FLORIST AVE W (N Baker Rd to N Flint Rd) $ - $ - $ - $ - $ - $ - $ 503,812 $ 503,812 $ - $ - CRESTWOOD BLVD N (N Kendall Ave to W Silver Spring Dr) $ - $ - $ - $ - $ - $ - $ 148,840 $ 148,840 $ - $ - CRESTWOOD BLVD N (W Raleigh Ave to W Kendall Ave) $ - $ - $ - $ - $ - $ - $ 148,840 $ 148,840 $ - $ - PARADISE CT W (N Sunny Point Rd to Termini) $ - $ - $ - $ - $ - $ - $ 87,709 $ 87,709 $ - $ - NAVAJO AVE N (W Silver Spring Dr to W Birch Ave) $ - $ - $ - $ - $ - $ - $ 316,662 $ 316,662 $ - $ - BETHMAUR LN N (Lawn Ave to W Custer Ave) $ - $ - $ - $ - $ - $ - $ 137,618 $ 137,618 $ - $ - SIDNEY PL N (Termini to N Ames Ave) $ - $ - $ - $ - $ - $ - $ 195,917 $ 195,917 $ - $ - CLUBVIEW DR W (N Rock Ledge Ave to River Edge Dr) $ - $ - $ - $ - $ - $ - $ - $ - $ 431,062 $ 431,062 DUNWOOD RD W (River Edge Dr to n Longview Dr) $ - $ - $ - $ - $ - $ - $ - $ - $ 55,217 $ 55,217 ROCK LEDGE AVE N (Termini to W Clubview Dr) $ - $ - $ - $ - $ - $ - $ - $ - $ 108,267 $ 108,267 RIVER EDGE DR (W Clubview Dr to W Dunwood Rd) $ - $ - $ - $ - $ - $ - $ - $ - $ 109,442 $ 109,442 ROCK LEDGE AVE N (W Clubview Dr to W Dunwood Rd) $ - $ - $ - $ - $ - $ - $ - $ - $ 162,397 $ 162,397 WILLOW GLEN LN N (Mill Rd to Termini) $ - $ - $ - $ - $ - $ - $ - $ - $ 109,442 $ 109,442 WILLOW GLEN LN N (W Brantwood Ave to Mill Rd) $ - $ - $ - $ - $ - $ - $ - $ - $ 236,095 $ 236,095 PINE SHORE DR N (Mill Rd to W Brantwood Ave) $ - $ - $ - $ - $ - $ - $ - $ - $ 240,662 $ 240,662 GARDEN GROVE LN N (Mill Rd to W Brantwood Ave) $ - $ - $ - $ - $ - $ - $ - $ - $ 230,529 $ 230,529 Total Watermain Replacement Program $ 2,746,162 $ 2,746,162 $ 1,748,909 $ 1,748,909 $ 1,811,493 $ 1,811,493 $ 1,998,817 $ 1,998,817 $ 1,683,113 $ 1,683,113

Street Mill and Overlay program APPLE BLOSSOM LN N (Termini to W. Montclaire Ave) $ 8,651 $ 8,651 $ - $ - $ - $ - $ - $ - $ - $ - CUSTER AVE W (STH 58 to N. 13t St) $ 110,319 $ 110,319 $ - $ - $ - $ - $ - $ - $ - $ - CUSTER AVE W (N 27th St To N. Dexter) $ 410,213 $ 410,213 $ - $ - $ - $ - $ - $ - $ - $ - JEAN NICOLET RD (W Fairfield Ct to W Bender Rd) $ - $ - $ 74,000 $ 74,000 $ - $ - $ - $ - $ - $ - BRIDGEWOOD LN N (Termini to W Bender Rd) $ - $ - $ 44,598 $ 44,598 $ - $ - $ - $ - $ - $ - IRONWOOD LN (W Lexington Ave to Termini) $ - $ - $ 66,332 $ 66,332 $ - $ - $ - $ - $ - $ - JEAN NICOLET RD (Frontage Rd to W Daphne Rd) $ - $ - $ - $ - $ 143,655 $ 143,655 $ - $ - $ - $ - GLENDALE AVE W (Crossover STH 57 to N River Park Blvd) $ - $ - $ - $ - $ - $ - $ 100,105 $ 100,105 $ - $ - GLENDALE AVE W (N River Park Blvd to N Elm Tree Rd) $ - $ - $ - $ - $ - $ - $ 81,626 $ 81,626 $ - $ - GLENDALE AVE W (N Elm Tree Rd to N Ironwood Ln) $ - $ - $ - $ - $ - $ - $ 31,499 $ 31,499 $ - $ - GLENDALE AVE W (N Ironwood Ln to N Port Washington Rd) $ - $ - $ - $ - $ - $ - $ 53,282 $ 53,282 $ - $ - Alley Rehabilitation $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ - Total Street Mill and Overlay Program $ 879,183 $ 879,183 $ 534,930 $ 534,930 $ 493,655 $ 493,655 $ 616,512 $ 616,512 $ 350,000 $ -

Public Works Equipment Replacement Plow Truck with Wing $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ 175,000 $ - Log Grapple $ 35,000 $ 35,000 $ - $ - $ - $ - $ - $ - $ - $ - Brine Maker $ 46,000 $ 46,000 $ - $ - $ - $ - $ - $ - $ - $ - Toro Riding Mower 60" $ 12,000 $ 12,000 $ - $ - $ - $ - $ - $ - $ - $ - Loader Wing $ 25,000 $ 25,000 $ - $ - $ - $ - $ - $ - $ - $ - 1 Ton Chipper Dump Truck $ 35,000 $ 35,000 $ - $ - $ - $ - $ - $ - $ - $ - Hot Patch Heater $ 20,000 $ 20,000 $ - $ - $ - $ - $ - $ - $ - $ -

2 CAPITAL IMPROVEMENT PROGRAM 2020 - 2024

2020 2020 2021 2021 2022 2022 2023 2023 2024 2024 Requested Executive Requested Executive Requested Executive Requested Executive Requested Executive 1 Ton Dump Truck $ 55,000 $ 55,000 $ - $ - $ - $ - $ - $ - $ - $ - Backhoe/loader $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Leaf Vac Unit (Stormwater) $ - $ - $ 40,000 $ 40,000 $ 40,000 $ 40,000 $ 40,000 $ 40,000 $ 40,000 $ 40,000 Bucket Truck $ - $ - $ - $ - $ 125,000 $ 125,000 $ - $ - $ - $ - Public Works pick up Truck $ - $ - $ - $ - $ 25,000 $ 25,000 $ - $ - $ - $ - Total Public Works Equipment Replacement $ 403,000 $ 403,000 $ 215,000 $ 215,000 $ 365,000 $ 365,000 $ 215,000 $ 215,000 $ 215,000 $ 40,000

Public Works Projects Traffic Safety Program $ 220,000 $ 220,000 $ - $ - $ - $ - $ - $ - $ - $ - Cracksealing $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 $ 24,000 Sidewalk Rehabilitation $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 Pavement Markings $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 Hydrant Rehabilitation $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 Stormwater Management Plan Update $ 50,000 $ 50,000 $ - $ - $ - $ - $ - $ - $ - $ - Catch Basin Maintenance $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 Stormwater Permit Compliance $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Drainage Ditch Maintenance $ 15,000 $ 15,000 $ - $ - $ 15,000 $ 15,000 $ - $ - $ 15,000 $ 15,000 Sanitary Sewer Rehabilitation $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 River Cross Pipe Inspections $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ - $ - $ - $ - $ - $ - Upgrade Street Lighting $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 Total Public Works Projects $ 949,000 $ 949,000 $ 664,000 $ 664,000 $ 604,000 $ 604,000 $ 589,000 $ 589,000 $ 604,000 $ 604,000

Police Equipment Replacement Police Squads (3 per year w/equipment) $ 133,400 $ 133,400 $ 133,400 $ 133,400 $ 133,800 $ 133,800 $ 120,600 $ 120,600 $ 128,600 $ 128,600 Less Lethal Equipment $ 12,760 $ 12,760 $ - $ - $ - $ - $ - $ - $ - $ - Squad Laptop Equipment $ 81,750 $ 81,750 $ - $ - $ - $ - $ - $ - $ - $ - Patrol Rifle Sights $ - $ - $ - $ - $ 9,500 $ 9,500 $ - $ - $ - $ - Police Station Remodel $ - $ - $ - $ - $ - $ - $ - $ - $ 5,000,000 $ 5,000,000 Squad/Body Cameras $ - $ - $ 105,565 $ 105,565 $ 34,950 $ 34,950 $ 34,950 $ 34,950 $ 34,950 $ 34,950 Total Police Equipment Replacement $ 227,910 $ 227,910 $ 238,965 $ 238,965 $ 178,250 $ 178,250 $ 155,550 $ 155,550 $ 5,163,550 $ 5,163,550

City Hall Equipment Replacement Election Technology Upgrades $ 32,384 $ 32,384 $ - $ - $ - $ - $ - $ - $ - $ - Computer/Server Upgrades $ - $ - $ - $ - $ - $ - $ - $ - $ 175,000 $ - Total City Hall Equipment Replacement $ 32,384 $ 32,384 $ - $ - $ - $ - $ - $ - $ 175,000 $ -

North Shore Agreement Capital Improvements North Shore Water Commision Capital Improvements $ 538,059 $ 538,059 $ 80,926 $ 80,926 $ 52,987 $ 52,987 $ 60,000 $ 60,000 $ 60,000 $ 60,000 Dispatch Center Capital Improvements $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 $ 28,000 Fire Department Improvements $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 $ 319,746 Library Improvements $ 241,088 $ 241,088 $ 2,018,293 $ 2,018,293 $ 6,608 $ 6,608 $ 5,607 $ 5,607 $ 6,608 $ 6,608 Total North Shore Agreement Capital Improvements $ 1,126,893 $ 1,126,893 $ 2,446,965 $ 2,446,965 $ 407,341 $ 407,341 $ 413,353 $ 413,353 $ 414,354 $ 414,354

Total Expenditures $ 6,364,532 $ 6,364,532 $ 5,848,769 $ 5,848,769 $ 3,859,739 $ 3,859,739 $ 3,988,232 $ 3,988,232 $ 8,605,017 $ 7,905,017

3 5F—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Renewal Alcohol Beverage License Applications for the period July 1, 2019 through June 30, 2020.

FROM: Miranda Etzel, City Clerk

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: Chapter 125 Budgeted Expenditure: N/A Municipal Code: 7.2 Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: The State of Wisconsin requires all Alcohol Beverage Licenses be renewed every year on July 1. All licenses before the Committee have been approved for location, and all background checks have been concluded by the City of Glendale Police Department.

The Bavarian Bierhaus, Pick ‘n Save #880 (1735 W Silver Spring), and Silver Spring House have State- mandated Fire and Life Safety violations per the North Shore Fire Department. It is anticipated these violations will be corrected prior to receiving their license beginning July 1. If the violations are not corrected, the license will not be issued and the establishment will not be able to sell alcohol until the violations are rectified.

RECOMMENDATION: Staff recommends forwarding the 2019 Renewal Alcohol Beverage Licenses applications to the Common Council for approval—with the Bavarian Bierhaus, Pick ‘n Save #880 (1735 W Silver Spring), and Silver Spring House contingent upon rectification of violations.

ACTION REQUESTED: Motion to recommend the Common Council approve the 2019 Renewal Alcohol Beverage Licenses applications to the Common Council for approval—with the Bavarian Bierhaus, Pick ‘n Save #880 (1735 W Silver Spring), and Silver Spring House contingent upon rectification of violations.

ATTACHMENTS: 1. List of Alcohol License Renewal Applicants. 2. License Type Explanation. APPLICANT TRADE NAME TYPE LOCATION ADDRESS AGENT Apple Hospitality Group, LLC Applebee's Neighborhood Grill & Bar BLB 5664 N Port Washington Rd Javaughn Roberts BL Restaurant Operations, LLC Bar Louie Tavern & Grill BLB 5750 N Bayshore Dr Jason Young Brauhaus Milwaukee, LLC The Bavarian Bierhaus BLB 700 W Lexington Blvd Josh Neureuther BTH Pizza, LLC Blaze Pizza CW 5734 N Bayshore Dr Paul S. Thompson BTH Pizza, LLC Blaze Pizza BB 5734 N Bayshore Dr Paul S. Thompson Blazin Wings, Inc. Buffalo Wild Wings BLB 590 N Shore Dr Eric Edwards California Pizza Kitchen, Inc. California Pizza Kitchen BLB 5665 N Centerpark Way Aaron Ross Houlihan's Restaurants, Inc. Devon Seafood Grill BLB 5715 N Bayshore Dr Katie Wysocki Dr. Dawg, LLC Dr. Dawg BB 6969 N Port Washington Rd Brooke Thomson Elite Sports Club-N Shore, Inc. Elite Sports Club-N Shore BB 5750 N Port Washington Rd Kay Yuspeh Elite Sports Club-River Hills, Inc. Elite Sports Club-River Glen BLB 2001 W Good Hope Rd Kay Yuspeh Odyssey Glendale Hotel, LLC Fairfield Inn & Suites CW 7035 N Port Washington Rd Susan Sengkhammee Odyssey Glendale Hotel, LLC Fairfield Inn & Suites BB 7035 N Port Washington Rd Susan Sengkhammee CMH Milwaukee River Bar, LLC Holiday Inn Milwaukee Riverfront BLB 4700 N Port Washington Rd Eric Grimm Glendale IBOP, LLC In-Bounds Training Center BB 2920 W Vera Ave Joshua Jeffers Johnson's Green 7, Inc. Johnson's Green 7 BLB 6191 N Green Bay Ave James R. Johnson Kawa Japanese Restaurant, Inc. Kawa Japanese Restaurant CW 325 W Silver Spring Dr Lin Jin Xiao Kawa Japanese Restaurant, Inc. Kawa Japanese Restaurant BB 325 W Silver Spring Dr Lin Jin Xiao Flaugh & Flaugh N Shore Wine & Spirits ALB 5544 N Port Washington Rd Daniel M. Flaugh Mega Marts, LLC Pick 'n Save #876 ALB 6969 N Port Washington Rd Nicholas Lantz Mega Marts, LLC Pick 'n Save #880 ALB 1735 W Silver Spring Dr Natasha Payne Fast Casual Development, LLC Pizza Studio BB 6969 N Port Washington Rd Aaron Hurvitz ANR Glendale Hotel 2, LLC Residence Inn Milwaukee/Glendale CW 7003 N Port Washington Rd Raymond B. Doyle ANR Glendale Hotel 2, LLC Residence Inn Milwaukee/Glendale BB 7003 N Port Washington Rd Raymond B. Doyle Royal Garden Restaurant, Inc. Royal Garden Restaurant BLB 206 W Silver Spring Dr Huiqin Tu Samurai Glendale, Inc. Samurai CW 6969 N Port Washington Rd Kencho Tsheving Samurai Glendale, Inc. Samurai BB 6969 N Port Washington Rd Kencho Tsheving The New Silver Spring House, Inc. Silver Spring House BLB 6655 N Green Bay Ave David Braeger Sprecher Brewing Co., Inc. Sprecher Brewing Co., Inc. WB 701 W Glendale Ave Randal G. Sprecher Sprecher Brewing Co., Inc. Sprecher Brewing Co., Inc. AB 701 W Glendale Ave Randal G. Sprecher Sprecher Brewing Co., Inc. Sprecher Brewing Co., Inc. BLB 701 W Glendale Ave Randal G. Sprecher Wren's, LLC The Brick Pub & Grill BLB 6343 N Green Bay Ave Timothy D. Hren The Cheesecake Factory Restaurants, Inc. The Cheesecake Factory BLB 5799 N Bayshore Dr Andrew T. Fosticz B & C Enterprises of Glendale, Inc. The Glen Café BLB 6823 N Green Bay Ave Robert Budish Wisconsin Fine Wines & Spirits, LLC Total Wine Spirits Beer & More BLB 5800 N Bayshore Dr Justin Kreutz Trader Joe's East Trader Joe's #711 ALB 5600 N Port Washington Rd Jose Mendiola

LICENSE TYPE EXPLANATION

TYPE EXPLANATION AB Class “A” beer (convenience/grocery stores)—off-premises only.

ALB Class “A” beer + “Class A” liquor (includes wine)—off-premises only.

BB Class “B” beer only or in combination with “Class C” wine—on or off-premises.

BLB Class “B” beer + “Class B” liquor (restaurants).

CW “Class C” wine (restaurants that qualify)—on-premises only.

WB Wholesaler’s License for the sale of beer only in original packages to retailers or wholesalers.

T ELEPHONE:(414) 257-1800 FUCHS F ACSIMILE: (414) 257-1510 [email protected] & BOYLE, S. C. 13500 W ATERTOWN P LANK R OAD S UITE 100 E LM G ROVE, WI 53122

JOHN F. F UCHS

REBECCA D. B OYLE

ATTORNEYS AT LAW C OURT C OMMISSIONER

M E M O R A N D U M

TO: Mayor, Common Council

FROM: John F. Fuchs

RE: Resolution Authorizing and Levying a Special Assessment Against Benefited Property Associated with the Redevelopment of the Parcel known as the Glendale Yards

DATE: June 19, 2019

The Common Council previously approved a Development Agreement amendment memorializing the obligation of the ownership of the Glendale Yards properties to reimburse the City for road design costs and interest on a borrowing we had done to accommodate construction of those roads. The road will never be built. The Department of Transportation has finally settled on a plan which will drop the interstate to grade, totally dissecting the property. Our design contemplated going underneath the freeway.

To drop the freeway to at grade, the Department of Transportation will be taking some of the property, triggering various eminent domain compensation requirements. One of such entitlements involves payment for plans and designs which must be abandoned based upon the taking. Attorney Alan Marcuvitz is handling this matter for the property owner, and it is really the property owner that is being left with the financial obligation. The agreement as I drafted it, while it might work between the parties, is not adequately detailed in stating all that occurred between the parties in such a fashion as to cover what is needed to process the claim with the Department of Transportation. Thus, we are restructuring the documents. We're not really changing the understanding between the parties, but detailing things sufficiently to allow the property owner to assert their entitlement to compensation for losses they incur in paying us both interest on what we borrowed and the cost of design.

To that end, I am submitting two documents for your review and approval. The first is a resolution actually assessing the design costs against the property. If the Department of Transportation, though I don't know why it would, either delays payment or denies payment, and we do not have our money this year, we will want it to be collected by way of special assessment with interest.

I am also submitting a termination of the Development Agreement, which restates what we are doing in more detail, memorializing the agreement, and clarifying their reimbursement obligation to us even though the property cannot be developed as initially contemplated. STATE OF WISCONSIN :: CITY OF GLENDALE :: MILWAUKEE COUNTY * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

RESOLUTION NO. 19-

RESOLUTION AUTHORIZING AND LEVYING A SPECIAL ASSESSMENT AGAINST BENEFITED PROPERTY ASSOCIATED WITH THE REDEVELOPMENT OF THE PARCEL COMMONLY KNOWN AS THE GLENDALE YARDS

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

WHEREAS, Glendale Partners, LLC is the owner of the property at 4300 N. Green Bay Road, Glendale, Wisconsin, PIN# 243-8995-003 hereinafter the Property; and WHEREAS, Glendale Partners, LLC working with the City of Glendale, created plans for the redevelopment of the Property, which plans included a roadway running across the property and allowing ingress and egress to and from the entirety of the property from either North Port Washington Road or North Green Bay Avenue, and which road was planned to be built beneath the existing Interstate Highway 43; and WHEREAS, to assure compliance and construction consistent with all City standards for roadways and adjacent infrastructure, Glendale Partners, LLC agreed that the City Engineering Firm of Clark Dietz would be retained for all design work; and WHEREAS, the costs of such design work actually incurred total $145,714.41; and WHEREAS, the Wisconsin Department of Transportation has since determined that Interstate Highway 43 will be constructed at grade, which determination renders the road and infrastructure as contemplated not feasible, and all related design plans and specifications unusable and obsolete; and WHEREAS, the City of Glendale, has paid the obligation of Glendale Partners, LLC to Clark Dietz pursuant to an agreement that such costs would be passed on to Glendale Partners, LLC and were the obligation and responsibility of Glendale Partners, LLC; and WHEREAS, such sum are to date unpaid by Glendale Partners, LLC to the City of Glendale. NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Glendale, Milwaukee County, Wisconsin, as follows: 1. The Common Council of the City of Glendale, Milwaukee County, Wisconsin, is declaring its intention to levy a special assessment, pursuant to Wis. Stats. §66.0703, upon the property, which has benefited by the design of a roadway and infrastructure, and the property owner has consented to such assessment. 2. The property owner, hereby waives, pursuant to Wis. Stats. §66.0703(7)(b), and any other applicable provisions, any and all requirements of the Wisconsin Statutes which must be met prior to the imposition of special assessments, including but not limited to the notice and hearing requirements of Wis. Stats. §66.0703, and the notice of requirements of Wis. Stats. §66.0715(3), and agrees that the City may levy such special assessments. 3. The assessment of the design of the roadway and related infrastructure is hereby levied against the property in the amount of $145,714.41. 4. Such assessment shall be placed upon the tax bill, and shall be due and owing, without interest, on or before December 31, 2019. 5. Such assessment, if not paid on or before December 31, 2019, may be paid in seven (7) equal installments, due and payable with the first property tax installment for the years 2020, 2021, 2022, 2023, 2024, 2025, and 2026, and the outstanding obligation on any such installments due shall bear interest at the rate of 3.5%, per annum.

PASSED AND ADOPTED by the Common Council of the City of Glendale this 24th day of June, 2019. CITY OF GLENDALE

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

Accepted and agreed to this day of June, 2019.

Glendale Partners, LLC

By: Title CITY OF GLENDALE / GLENDALE PARTNERS, LLC TERMINATION AGREEMENT This Termination Agreement is made by and between Glendale Partners, LLC (“Partners”) and the City of Glendale (“City”) and is effective the last date of execution by a party. RECTIALS WHEREAS, the parties previously entered into a Development Agreement on November 13, 2017, to provide for the construction of a public road by City on the property of Partners and for the payment therefore by Partners; and

WHEREAS, City had provided full payment of $145,714.41 for the preparation of plans and specifications for said public road during 2017, 2018, and 2019; and

WHEREAS, City has incurred interest expenses to provide funds with which to provide such full payment, in the further amount of $ 35,755.42; and

WHEREAS, because of a change of plans by Wisconsin Department of Motor Vehicles, continuation of a public road on the property of Partners is no longer viable; and

WHEREAS, City has imposed a special assessment on the property of Partners, pursuant to the Development, in the amount of $145,714.41; and

WHEREAS, the parties have agreed to terminate the 2017 Development Agreement, on the terms set forth herein; and

NOW THEREFORE, it is agreed as follows:

1. The November 13, 2017 Development Agreement is terminated, with no obligation on either party except as set forth in this Termination Agreement. 2. Partners shall pay and discharge the special assessment of $145,714.41 in the following manner: a) Partners shall pay the interest component of the charges of $35,755.42 by November 30, 2019. b) Partners shale file and pursue a claim against Wisconsin Department of Transportation pursuant to Wis. Stat. §32.20, for the component of the special assessment expenses incurred for the plans and specifications specifically designed for the Partners property, part of which is being taken by Wisconsin Department of Transportation by eminent domain, as provided in Wis. Stat. §32.195(5). The net proceeds of such claim shall be paid by Partners to City upon receipt, and the balance of the special assessment on the property of Partners, if any, shall remain in full force and effect. IN WITNESS THEREOF, the parties have caused this Termination Agreement to be signed by duly authorized representatives of Partners and City.

GLENDALE PARTNERS, LLC

DATE: , 2019 By:

CITY OF GLENDALE

DATE: , 2019 By: Bryan Kennedy, Mayor

Countersigned:

Miranda Etzel, City Clerk

6A—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Resolution Designating the Public Depositories for the City of Glendale and Glendale Water Utility, Authorizing Withdrawal of City and Utility Funds of the City of Glendale.

FROM: Rachel Safstrom, City Administrator

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: §34.05 Budgeted Expenditure: N/A Municipal Code: 3.1.7 Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: Per State Statute and Municipal Code, the City of Glendale needs to pass a Public Depository Resolution authorizing City officials to deposit and expend funds on behalf of the City. With the retirement of the City Treasurer it is found that this information was out of date.

RECOMMENDATION: Attached is a resolution updating the banking information for the City as well as the authorized signatories.

ACTION REQUESTED: Motion to approve a Resolution Designating the Public Depositories for the City of Glendale and Glendale Water Utility, Authorizing Withdrawal of City and Utility Funds of the City of Glendale.

ATTACHMENTS: 1. Resolution Designating the Public Depositories for the City of Glendale and Glendale Water Utility, Authorizing Withdrawal of City and Utility Funds of the City of Glendale. STATE OF WISCONSIN :: CITY OF GLENDALE :: MILWAUKEE COUNTY * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

RESOLUTION NO. 19-

RESOLUTION DESIGNATING THE PUBLIC DEPOSITORIES FOR THE CITY OF GLENDALE AND GLENDALE WATER UTILITY, AUTHORIZING WITHDRAWAL OF CITY AND UTILITY FUNDS OF THE CITY OF GLENDALE

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RESOLVED, the following institutions:

Harris N.A. Local Government Investment Pool P.O. Box 94033 P.O. Box 7871 Palatine, IL 60094-4033 Madison, WI 53707

Payment Service Network Point and Pay 2901 International Lane 110 State Street E, Suite D Madison, WI 53704 Oldsmar, FL 34677

PayPal Square 2211 N. 1st Street 1455 Market St. San Jose, CA 95131 San Francisco, CA 94103 State of Wisconsin qualified as public depositories under Chapter 34 of the Wisconsin Statutes, shall be and hereby are designated as public depositories for all public monies coming into the hands of the City Administrator, Deputy City Administrator, City Clerk and Deputy City Treasurer for the City of Glendale and Glendale Water Utility. These funds are to be managed by Shawn Lanser, Deputy City Administrator and Rachel Safstrom, City Administrator, of the City of Glendale, Milwaukee County, Wisconsin.

RESOLVED FURTHER, that withdrawals or disbursements from any of the City of Glendale or Water Utility accounts within the above-named depositories, except for the State of Wisconsin Local Government Investment Pool, shall be only by check or written transfer order as provided in Wis. Stats. §66.042, and that in accordance with this requirement all checks shall be signed by the following persons:

Shawn Lanser, Deputy City Administrator or Candice Green, Deputy City Treasurer

and countersigned by:

Bryan Kennedy, Mayor or Rachel Safstrom, City Administrator and shall be so honored. In the case of certain miscellaneous funds/special funds, withdrawals and/or wire transfers may be authorized by only one of the above-named signatories.

RESOLVED FURTHER, that Harris Bank is hereby requested, authorized, and directed to honor checks drawn in the City of Glendale’s or Glendale Water Utility's name when bearing or purporting to bear the facsimile signatures of Bryan Kennedy, Mayor, and Shawn Lanser, Deputy City Administrator. The Bank shall be entitled to honor and to charge the City of Glendale or Glendale Water Utility for such checks regardless of by whom or by what means the actual or purported facsimile signatures thereon may have been a ffixed thereto, if such signature or signatures resemble the facsimile specimens duly certified to or filed with Harris Bank by the City Clerk of the City of Glendale.

RESOLVED FURTHER, that Rachel Safstrom, City Administrator, and Shawn Lanser, Deputy City Administrator, be designated as the “Local Official” authorized to transfer funds to the State Treasurer for deposit in the Local Government Investment Pool.

RESOLVED FURTHER, that the State Treasurer is authorized to accept on-line and telephone requests, including facsimile transmissions, for withdrawal of funds from the Local Government Investment Pool.

RESOLVED FURTHER, that a certified copy of this resolution shall be delivered to each of the named depositories and that said depositories may rely on this resolution until changed by lawful resolution.

PASSED AND ADOPTED by the Common Council of the City of Glendale this 24th day of June, 2019. CITY OF GLENDALE

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

6B—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Compliance Maintenance Annual Report and Glendale Resolution authorizing the filing of the Compliance Maintenance Annual Report with the Wisconsin Department of Natural Resources.

FROM: Charlie Imig, Director of Public Works

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: NR 208 Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: The City of Glendale’s sanitary sewer system is regulated by a WPDES (Wisconsin Pollution Discharge Elimination System) permit. As a condition of the permit, the City of Glendale is required to submit a sanitary sewer Compliance Maintenance Annual Report to the Wisconsin Department of Natural Resources each year.

RECOMMENDATION: Staff recommends approval of the Compliance Maintenance Annual Report and Resolution, authorizing the filing of the Compliance Maintenance Annual Report with the Wisconsin Department of Natural Resources

ACTION REQUESTED: Motion to approve the Compliance Maintenance Annual Report and Resolution, authorizing the filing of the Compliance Maintenance Annual Report with the Wisconsin Department of Natural Resources

ATTACHMENTS: 1. Compliance Maintenance Annual Report. 2. Draft Resolution. Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 Financial Management

1. Provider of Financial Information Name: Charlie Imig Telephone: 4142281700 (XXX) XXX-XXXX E-Mail Address (optional): [email protected]

2. Treatment Works Operating Revenues 2.1 Are User Charges or other revenues sufficient to cover O&M expenses for your wastewater treatment plant AND/OR collection system ? Yes (0 points) No (40 points) If No, please explain:

2.2 When was the User Charge System or other revenue source(s) last reviewed and/or revised? Year: 2018 0 0-2 years ago (0 points) 3 or more years ago (20 points) N/A (private facility) 2.3 Did you have a special account (e.g., CWFP required segregated Replacement Fund, etc.) or financial resources available for repairing or replacing equipment for your wastewater treatment plant and/or collection system? Yes (0 points) No (40 points) REPLACEMENT FUNDS [PUBLIC MUNICIPAL FACILITIES SHALL COMPLETE QUESTION 3] 3. Equipment Replacement Funds 3.1 When was the Equipment Replacement Fund last reviewed and/or revised? Year: 2018 1-2 years ago (0 points) 3 or more years ago (20 points) N/A If N/A, please explain:

3.2 Equipment Replacement Fund Activity 3.2.1 Ending Balance Reported on Last Year's CMAR $ 89,215.00 3.2.2 Adjustments - if necessary (e.g. earned interest, $ 0.00 audit correction, withdrawal of excess funds, increase making up previous shortfall, etc.) 3.2.3 Adjusted January 1st Beginning Balance $ 89,215.00 3.2.4 Additions to Fund (e.g. portion of User Fee, earned interest, etc.) + $ 0.00 Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018

3.2.5 Subtractions from Fund (e.g., equipment replacement, major repairs - use description box 3.2.6.1 below*) - $ 0.00 3.2.6 Ending Balance as of December 31st for CMAR Reporting Year $ 89,215.00 All Sources: This ending balance should include all Equipment Replacement Funds whether held in a bank account(s), certificate(s) of deposit, etc. 3.2.6.1 Indicate adjustments, equipment purchases, and/or major repairs from 3.2.5 above.

3.3 What amount should be in your Replacement Fund? $ 89,215.00 0 Please note: If you had a CWFP loan, this amount was originally based on the Financial Assistance Agreement (FAA) and should be regularly updated as needed. Further calculation instructions and an example can be found by clicking the SectionInstructions link under Info header in the left-side menu. 3.3.1 Is the December 31 Ending Balance in your Replacement Fund above, (#3.2.6) equal to, or greater than the amount that should be in it (#3.3)? Yes No If No, please explain.

4. Future Planning 4.1 During the next ten years, will you be involved in formal planning for upgrading, rehabilitating, or new construction of your treatment facility or collection system? Yes - If Yes, please provide major project information, if not already listed below. No Project Project Description Estimated Approximate # Cost Construction Year 1 Rehabilitation projects - sewers and manholes 305000 2018 2 2019 Rehabilitation work (cleaning, televising, lining, I/I grant-related expense and 600000 2019 other expenses

5. Financial Management General Comments

ENERGY EFFICIENCY AND USE 6. Collection System 6.1 Energy Usage 6.1.1 Enter the monthly energy usage from the different energy sources: COLLECTION SYSTEM PUMPAGE: Total Power Consumed Number of Municipally Owned Pump/Lift Stations: 0 Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018

Electricity Consumed Natural Gas Consumed (kWh) (therms) January 0 February 0 March 0 April 0 May 0 June 0 July 0 August 0 September 0 October 0 November 0 December 0 Total 0 0 Average 0 0

6.1.2 Comments: No lift or pump stations in the City

6.2 Energy Related Processes and Equipment 6.2.1 Indicate equipment and practices utilized at your pump/lift stations (Check all that apply): Comminution or Screening Extended Shaft Pumps Flow Metering and Recording Pneumatic Pumping SCADA System Self-Priming Pumps Submersible Pumps Variable Speed Drives Other:

6.2.2 Comments:

6.3 Has an Energy Study been performed for your pump/lift stations? No Yes Year:

By Whom:

Describe and Comment: Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 6.4 Future Energy Related Equipment

6.4.1 What energy efficient equipment or practices do you have planned for the future for your pump/lift stations?

Total Points Generated 0 Score (100 - Total Points Generated) 100 Section Grade A Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 Sanitary Sewer Collection Systems

1. Capacity, Management, Operation, and Maintenance (CMOM) Program 1.1 Do you have a CMOM program that is being implemented? Yes No If No, explain:

1.2 Do you have a CMOM program that contains all the applicable components and items according to Wisc. Adm Code NR 210.23 (4)? Yes No (30 points) N/A If No or N/A, explain:

1.3 Does your CMOM program contain the following components and items? (check the components and items that apply) Goals [NR 210.23 (4)(a)] Describe the major goals you had for your collection system last year: * Clean at least 15 to 20% of sewers - * Inspect at least 15% of manholes * Continue rehab program * No SSOs Did you accomplish them? Yes No If No, explain:

Organization [NR 210.23 (4) (b)] Does this chapter of your CMOM include: Organizational structure and positions (eg. organizational chart and position descriptions) Internal and external lines of communication responsibilities Person(s) responsible for reporting overflow events to the department and the public Legal Authority [NR 210.23 (4) (c)] What is the legally binding document that regulates the use of your sewer system? Sewer Use Ordinance If you have a Sewer Use Ordinance or other similar document, when was it last reviewed and revised? (MM/DD/YYYY) 2006-12-31 Does your sewer use ordinance or other legally binding document address the following: Private property inflow and infiltration New sewer and building sewer design, construction, installation, testing and inspection Rehabilitated sewer and lift station installation, testing and inspection Sewage flows satellite system and large private users are monitored and controlled, as necessary Fat, oil and grease control Enforcement procedures for sewer use non-compliance Operation and Maintenance [NR 210.23 (4) (d)] Does your operation and maintenance program and equipment include the following: Equipment and replacement part inventories Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 Up-to-date sewer system map A management system (computer database and/or file system) for collection system information for O&M activities, investigation and rehabilitation A description of routine operation and maintenance activities (see question 2 below) Capacity assessment program Basement back assessment and correction Regular O&M training Design and Performance Provisions [NR 210.23 (4) (e)] What standards and procedures are established for the design, construction, and inspection of the sewer collection system, including building sewers and interceptor sewers on private property? State Plumbing Code, DNR NR 110 Standards and/or local Municipal Code Requirements Construction, Inspection, and Testing Others: Consultant specifications

Overflow Emergency Response Plan [NR 210.23 (4) (f)] 0 Does your emergency response capability include: Responsible personnel communication procedures Response order, timing and clean-up Public notification protocols Training Emergency operation protocols and implementation procedures Annual Self-Auditing of your CMOM Program [NR 210.23 (5)] Special Studies Last Year (check only those that apply): Infiltration/Inflow (I/I) Analysis Sewer System Evaluation Survey (SSES) Sewer Evaluation and Capacity Managment Plan (SECAP) Lift Station Evaluation Report Others: Private Property Evaluation

2. Operation and Maintenance 2.1 Did your sanitary sewer collection system maintenance program include the following maintenance activities? Complete all that apply and indicate the amount maintained. Cleaning 15 % of system/year Root removal 1 % of system/year Flow monitoring 100 % of system/year Smoke testing 0 % of system/year Sewer line televising 2 % of system/year Manhole inspections 15 % of system/year Lift station O&M 0 # per L.S./year Manhole rehabilitation 4 % of manholes rehabbed Mainline rehabilitation 4 % of sewer lines rehabbed Private sewer inspections Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018

0 % of system/year Private sewer I/I removal 0 % of private services River or water crossings 100 % of pipe crossings evaluated or maintained Please include additional comments about your sanitary sewer collection system below: River crossing is in a river culvert. There have been no SSOs since 1998. In addition the City has focused on keeping the storm sewer system is maintained and cleaned and catch basins cleaned to ensure that the storm water does not impact the sanitary system.

3. Performance Indicators 3.1 Provide the following collection system and flow information for the past year. 40.9 Total actual amount of precipitation last year in inches 34 Annual average precipitation (for your location) 62.1 Miles of sanitary sewer 0 Number of lift stations 0 Number of lift station failures 0 Number of sewer pipe failures 0 Number of basement backup occurrences 0 Number of complaints Average daily flow in MGD (if available) Peak monthly flow in MGD (if available) Peak hourly flow in MGD (if available) 3.2 Performance ratios for the past year: NaN Lift station failures (failures/year) 0.00 Sewer pipe failures (pipe failures/sewer mile/yr) 0.00 Sanitary sewer overflows (number/sewer mile/yr) 0.00 Basement backups (number/sewer mile) 0.00 Complaints (number/sewer mile) Peaking factor ratio (Peak Monthly:Annual Daily Avg) Peaking factor ratio (Peak Hourly:Annual Daily Avg)

4. Overflows LIST OF SANITARY SEWER (SSO) AND TREATMENT FACILITY (TFO) OFERFLOWS REPORTED ** Date Location Cause Estimated Volume (MG) None reported ** If there were any SSOs or TFOs that are not listed above, please contact the DNR and stop work on this section until corrected. 5. Infiltration / Inflow (I/I) 5.1 Was infiltration/inflow (I/I) significant in your community last year? Yes No If Yes, please describe: Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 5.2 Has infiltration/inflow and resultant high flows affected performance or created problems in your collection system, lift stations, or treatment plant at any time in the past year? Yes No If Yes, please describe:

5.3 Explain any infiltration/inflow (I/I) changes this year from previous years: Glendale continues to do rehabilitation work and over 45% of the sewer system is lined and over 36% of the manholes have been rehabbed. The City has not had an SSO since 1998 - however the City of does have an emergency response plan to address SSOs if they do occur. 5.4 What is being done to address infiltration/inflow in your collection system? In 2018 worked on a private property program to continue to address private property.

SECTIONS LETTER GRADE GRADE POINTS WEIGHTING SECTION FACTORS POINTS Financial A 4 1 4 Collection A 4 3 12 TOTALS 4 16 GRADE POINT AVERAGE (GPA) = 4.00

Notes: A = Voluntary Range (Response Optional) B = Voluntary Range (Response Optional) C = Recommendation Range (Response Required) D = Action Range (Response Required) F = Action Range (Response Required) Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 Resolution or Owner's Statement

Name of Governing Body or Owner: City of Glendale Date of Resolution or Action Taken: 2019-06-24 Resolution Number: 19- Date of Submittal:

ACTIONS SET FORTH BY THE GOVERNING BODY OR OWNER RELATING TO SPECIFIC CMAR SECTIONS (Optional for grade A or B. Required for grade C, D, or F): Financial Management: Grade = A

Collection Systems: Grade = A (Regardless of grade, response required for Collection Systems if SSOs were reported)

ACTIONS SET FORTH BY THE GOVERNING BODY OR OWNER RELATING TO THE OVERALL GRADE POINT AVERAGE AND ANY GENERAL COMMENTS (Optional for G.P.A. greater than or equal to 3.00, required for G.P.A. less than 3.00) G.P.A. = 4.00 Compliance Maintenance Annual Report Glendale City Last Updated: Reporting For: 6/17/2019 2018 Grading Summary WPDES No: 0047341

SECTIONS LETTER GRADE GRADE POINTS WEIGHTING SECTION FACTORS POINTS Financial A 4 1 4 Collection A 4 3 12 TOTALS 4 16 GRADE POINT AVERAGE (GPA) = 4.00

Name of Governing Body or Owner: City of Glendale Date of Resolution or Action Taken: 2019-06-24 Resolution Number: 19- Date of Submittal:

ACTIONS SET FORTH BY THE GOVERNING BODY OR OWNER RELATING TO SPECIFIC CMAR SECTIONS (Optional for grade A or B. Required for grade C, D, or F): Financial Management: Grade = A

Collection Systems: Grade = A (Regardless of grade, response required for Collection Systems if SSOs were reported)

ACTIONS SET FORTH BY THE GOVERNING BODY OR OWNER RELATING TO THE OVERALL GRADE POINT AVERAGE AND ANY GENERAL COMMENTS (Optional for G.P.A. greater than or equal to 3.00, required for G.P.A. less than 3.00) G.P.A. = 4.00 STATE OF WISCONSIN :: CITY OF GLENDALE :: MILWAUKEE COUNTY * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

RESOLUTION NO: 19-

RESOLUTION AUTHORIZING AND FILING OF A COMPLIANCE MAINTENANCE ANNUAL REPORT

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WHEREAS, the City of Glendale is a community served by the Milwaukee Metropolitan Sewerage District; and

WHEREAS, the City of Glendale is regulated by a WPDES (Wisconsin Pollution Discharge Elimination System) permit for its waste water collection system; and

WHEREAS, the WPDES permit and NR 208 of the Wisconsin Administrative Code require the City to submit a CMAR (Compliance Maintenance Annual Report) by June 30th annually for the previous year's activity; and

WHEREAS, the CMAR for the activity of 2018 has been submitted to and reviewed by the Common Council of the City of Glendale; and

WHEREAS, the Common Council of the City of Glendale has reviewed and approved such report.

NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Glendale, Milwaukee County, Wisconsin, that the Compliance Maintenance Annual Report for 2018 is hereby approved and the Director of City Services is authorized to submit the report to the Wisconsin Department of Natural Resources.

PASSED AND ADOPTED by the Common Council of the City of Glendale this 24th day of June, 2019.

CITY OF GLENDALE

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

6C—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Intergovernmental Cooperation Agreement with MMSD regarding the Sanitary Sewer Design and Construction—River Edge Subdivision.

FROM: Rachel Safstrom, City Administrator

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: N/A Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: Over the past two years, the City has been working with MMSD on the design of the sanitary sewer construction in the River Edge Subdivision.

RECOMMENDATION: As indicated in the verbal update from City Engineer Emir at the last Council meeting, attached is an agreement with MMSD for the design of the sanitary sewer design and construction for the River Edge Subdivision.

ACTION REQUESTED: Motion to approve the Intergovernmental Cooperation Agreement with MMSD regarding the Sanitary Sewer Design and Construction—River Edge Subdivision as presented.

ATTACHMENTS: 1. Intergovernmental Cooperation Agreement with MMSD.

Intergovernmental Cooperation Agreement between the Milwaukee Metropolitan Sewerage District and the City of Glendale For the Milwaukee River MIS Replacement

1. Parties

This Intergovernmental Cooperation Agreement (Agreement) is between the Milwaukee Metropolitan Sewerage District (District), acting through its Executive Director, and City of Glendale, acting through its Mayor.

2. Purpose

The purpose of this Agreement is to establish responsibilities for design, construction, and cost sharing for the installation of sewers and lift stations as needed in Glendale due to the Milwaukee River MIS abandonment (hereinafter “Project”) as part of the District’s River Road Metropolitan Interceptor Sewer (MIS) Project. The intent is for the District to provide the financing and for the City to design, construct, operate and maintain the system.

3. Basis for this Agreement

A. WHEREAS, the Milwaukee River floods lands within the corporate boundary of the City of Glendale; and

B. WHEREAS the District has determined its Milwaukee River Metropolitan Interceptor Sewer (MIS), identified in Figure 1, attached hereto and incorporated herein by reference, is beyond its useful capacity and useful life and is to be abandoned in place; and

C. WHEREAS officials and staff from the District and the City have met regarding the continuation of service to those properties currently serviced by the Milwaukee River MIS; and

D. WHEREAS, the District and the City have devised a Project with an estimated cost of $17,500,000 for the design, construction, operation of assets to provide the continuation of service to properties served by the Milwaukee River MIS; and

E. WHEREAS the parties concur that coordinated efforts will provide better results at a lower overall project cost than could be achieved by the District or the City acting separately.

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 1 of 8

4. Effective Dates

This Agreement becomes effective on its execution by both parties and terminates upon May 15, 2024, or the City issuing a certificate of substantial completion to the contractor, whichever comes first.

5. Definitions

A. “District Components” consist of the Milwaukee River MIS and assets as shown in attached Figure 1.

B. “City Components” consist of sewers and lift stations, financed by the District and constructed by the City, as shown in attached Figure 1.

6. District Responsibilities

The District will:

A. consult with City over contracting for completion of preliminary engineering; final design, including bid documents; engineering services during construction (ESDC); and construction of components; and

B. reimburse the City for costs reasonably associated with preliminary engineering consultant work related to the installed components. The District may withhold payment for services not reasonably associated with City Components; and

C. upon completion of review of preliminary engineering, notify the City regarding whether there are any concerns regarding the designs; and

D. provide to the City real estate interests in any property owned by the District, as needed to complete construction of the project. These interests may include permanent easements, temporary easements for construction, rights of entry, or other real estate interests, which will be determined as design is completed. District will provide these real estate interests at no cost to the City; and

E. consult with City to ensure the project utilizes green infrastructure to the maximum extent practical in stormwater conveyance facilities and street construction; and

F. at no cost to the City, provide the City and the City’s contractors with any permits necessary to perform the work on any District Components; and

7. City Responsibilities

The City will:

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 2 of 8

A. procure a consultant or consultants to perform preliminary engineering, final design engineering, and engineering services during construction (ESDC);

B. acquire all real estate interests, as necessary to construct the Project. Any transfer of real estate may be subject to approval by the governing board of the City;

C. deconstruct or demolish structures, as necessary to construct the Project;

D. relocate any utilities within the construction footprint of the Project;

E. manage contaminated soil, groundwater, or other hazardous materials, as necessary to construct the Project;

F. perform all resident inspection and resident engineering for the Project; and

G. invoice the District for all Project costs as described herein, subject to sec. 6B herein; and

H. own, operate, and maintain the District-financed components for the Project described herein to the point of connection with District components.

8. Coordination of Design, Construction, and Maintenance

A. At the conclusion of preliminary engineering, the District and the City will determine their respective points of responsibility, including where each Party’s ownership begins and ends. When plans and specifications are essentially (90%) complete, the District and the City will review the initial points of responsibility and adjust them, if necessary.

B. The Parties will coordinate design and construction. If necessary, the Parties will harmonize their design schedules, design specifications, and construction schedules.

C. The Parties will regularly update each other regarding the progress of their respective work.

D. The Parties will contact each other through the persons identified in Section 14.

E. Each Party will update the other and share reports, plans, specifications, schedules, or any other information related to planning, design, and construction of the project in a timely manner as information becomes available and according to milestones and review targets established in the consultant’s scope of work.

F. Upon completion of construction, each Party will provide the other Party with record drawings in an electronic format acceptable to the other Party; and

G. The District and the City will review design and construction cost estimate revisions as the information becomes available and will inform each other regarding how this information relates to the ability of each Party to budget and schedule the work.

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 3 of 8

H. If a party determines that it will not have sufficient funding or manpower to fulfill its responsibilities under this Agreement, then that party will notify the other party. After this notice, the parties will collaborate to determine whether to suspend, modify, or terminate this Agreement.

9. Funding

Each Party is responsible for initially funding respective Components that it designs, constructs, operates, and maintains under this Agreement, except as indicated in any future modifications to this Agreement. If City or the District is unable to fund its obligations under this Agreement, then City and the District will collaborate to determine whether to suspend, modify, or terminate this Agreement. In consideration for the services to be performed and cost associated with the tasks described herein, the work described herein will be in an amount not to exceed $17,500,000, according to the terms set out in paragraphs 6 and 7 herein.

10. Modifying this Agreement

The Parties may modify this Agreement only by a written amendment signed by both Parties.

11. Severability

If a court finds any part of this Agreement unenforceable, then the remainder of this Agreement continues in effect.

12. Applicable Law

The laws of the State of Wisconsin apply to this Agreement.

13. Resolving Disputes

If a dispute arises under this Agreement, then the Parties will try to resolve it with the help of a mutually acceptable mediator in Milwaukee County. The Parties will equally share any costs and fees associated with the mediation, other than attorney fees. If the dispute is not resolved within 30 days after the Parties refer it to a mediator, then either Party may take the matter to court. Venue in any action brought under this Contract is proper only in either the Circuit Court for Milwaukee County or the United States District Court for the Eastern District of Wisconsin.

14. Notices

A. The District will send notices to:

Rachel A. Safstrom, City Administrator 5909 N. Milwaukee River Parkway Glendale, WI 53209 (414) 228-1705

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 4 of 8

[email protected]

B. The City will send notices to:

Micki Klappa-Sullivan, Manager of Engineering Planning Milwaukee Metropolitan Sewerage District 260 West Seeboth Street Milwaukee, Wisconsin 53204-1446 [email protected] 414-225-2178

15. Conflict of Interest

No officer, employee, or agent of the District or the City who has any responsibility for implementing this Agreement may have any interest in any consultant, contractor, or vendor providing services to the District or the City under this Agreement.

16. Independence of the Parties

This Agreement does not create a partnership. Neither Party may enter into contracts on behalf of the other Party.

17. Authority of Signatories

Each person signing this agreement certifies that the person is properly authorized by the Party’s governing body to execute this Agreement.

19. Indemnification

The City and the District will be liable for their own negligent acts, errors, and omissions, subject to the limitations of Wis. Stat. 893.80.

SIGNATURES ON NEXT PAGE

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 5 of 8

MILWAUKEE METROPOLITAN CITY OF GLENDALE SEWERAGE DISTRICT

By: ______By: ______Kevin L. Shafer, P.E. Bryan Kennedy Executive Director Mayor

Date: ______Date: ______

By: ______Miranda Etzel City Clerk

Date: ______

Approved as to form: Approved as to form:

______Attorney for the District John F. Fuchs City Attorney

Date: ______Date: ______

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 6 of 8

Figure 1

Intergovernmental Cooperation Agreement For the Milwaukee River MIS Replacement Page 7 of 8 6D—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District.

FROM: John Fuchs, City Attorney

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: §125.51(4)(u) Budgeted Expenditure: N/A Municipal Code: 7.2.20 Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: A municipality may, by ordinance, enacted by at least a two-thirds vote of the governing body, designate a geographic area within the municipality as a Premier Economic Development District (PEDD). A municipality designating a PEDD may issue up to two (2) reserve “Class B” licenses (liquor, typically for a restaurant), above the usual statutory quota and limit. The City of Glendale is not currently in excess of that quota/limit, but with the redevelopment of Bayshore, we should create the most optimal capacity available within the confines of State Regulation. A municipality may not designate more than one (1) PEDD.

RECOMMENDATION: Staff recommends approving Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District.

ACTION REQUESTED: Motion to approve Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District.

ATTACHMENTS: 1. Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District. ORDINANCE NO. 16

An Ordinance Creating Title 7, Chapter 2, Section 20, of the Glendale Municipal Code Pertaining to Designating a Premier Economic Development District, and Authorizing the Issuance of Additional Liquor Licenses within Said District

The Mayor and the Common Council of the City of Glendale, Milwaukee County, Wisconsin, do herewith ordain as follows, to-wit:

SECTION I

That Section 7.2.20 of the Glendale Municipal Code is hereby created to read in its entirety as follows:

“7.2.20—Premier Economic Development District.

(A) PART I

(1) Findings:

a. A contiguous geographic area of less than 40 acres within the City of Glendale, as more particularly described in Part B., below, has been identified as an appropriate location for a Premier Economic Development District to be created pursuant to the provisions of Wis. Stats. §125.51(4)(u); and

b. The area described below does not include any land which is zoned exclusively for industrial use or zoned exclusively for single-family or 2- family residences; and

c. The City of Glendale has received a written report from an independent third-party appraiser or market research firm regarding proposed projects within the Premier Economic Development District having an estimated comprehensive new construction assessed valuation increase of at least $20,000,000; and

(2) No other Premier Economic Development District has been created within the City of Glendale.

(3) A Premier Economic Development District as described in Wis. Stats. §125.51(4)(u), is hereby established within the City of Glendale. The boundaries of the Premier Economic Development District shall be as described below:

MAIN PARCEL:

That part of Government Lots 3 and 4 in the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said ¼ Section, 828.12 feet, North 0 degrees 09 minutes 50 seconds West of the Southwest corner of said ¼ Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 54 minutes 10 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the point of beginning of the lands about to be described; said point lying in the Easterly right-of-way of relocated North Port Washington Road; thence North 0 degrees 09 minutes 50 seconds West, along said Easterly right- of-way and parallel to the West line of said ¼ Section, 237.05 feet to a point; thence North 89 degrees 50 minutes 10 seconds East, along said Easterly right-of-way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 15 degrees 05 minutes 40 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 21 minutes 10 seconds East, along said Easterly right-of-way, 299.86 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 26 minutes 55 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 32 minutes 40 seconds East, along said Easterly right-of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.75 feet with it center to the Northwest and a chord 342.61 feet in length which bears North 31 degrees 55 minutes 47 seconds East), an arc distance of 342.98 feet to a point in the East line of the old North Port Washington Road right-of-way; thence North 36 degrees 35 minutes 14 seconds East, along said East line of the old North Port Washington Road, right-of-way, 18.26 feet to a point; thence North 89 degrees 45 minutes 10 seconds East, 564.77 feet to a point; thence South, parallel to and 30 feet from the East line of the West ½ of said ¼ Section, South 00 degrees 00 minutes 02 seconds East, 1,418.73 feet to a point in the South line of the North 15 acres of said ¼ Section; thence South 89 degrees 54 minutes 10 seconds West along said South line of the North 15 acres of said ¼ Section 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

Said parcel (as measured) being more particularly described in the survey prepared by HNTB being Job No. 40404, dated November 23, 2004, last revised May 16, 2005 as follows:

2 That part of Government Lots 3 and 4 in the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said ¼ Section, 828.12 feet, North 0 degrees 28 minutes 27 seconds West of the Southwest corner of said ¼ Section, said point lying in the South line of the North 15 acres of said Government Lot 4; thence North 89 degrees 35 minutes 33 seconds East, along said South line of the North 15 acres of said Government Lot 4, 60.00 feet to the Easterly right-of-way of relocated North Port Washington Road also being the point of beginning; thence North 0 degrees 28 minutes 27 seconds West along said Easterly right-of-way, 237.05 feet to a point; thence North 89 degrees 31 minutes 33 seconds East, along said Easterly right-of- way, 5.00 feet to a point on a curved line; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 507.96 feet with its center to the East and a chord 267.36 feet in length which bears North 14 degrees 47 minutes 03 seconds East), an arc distance of 270.55 feet to a point of tangency; thence North 30 degrees 02 minutes 33 seconds East, along said Easterly right-of-way, 299.87 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,741.32 feet with its center to the Southeast and a chord 296.10 feet in length which bears North 33 degrees 08 minutes 18 seconds East) an arc distance of 296.24 feet to a point of tangency, thence North 36 degrees 14 minutes 03 seconds East, along said Easterly right-of-way, 139.34 feet to a point of curve; thence Northeasterly along said Easterly right-of-way being a curved line (having a radius of 2,130.74 feet with its center to the Southeast and a chord 342.61 feet in length which bears North 31 degrees 37 minutes 22 seconds East), an arc distance of 342.98 feet to a point of non-tangency; thence North 36 degrees 16 minutes 37 seconds East, along said Easterly right-of-way, 18.25 feet to a point; thence North 89 degrees 26 minutes 33 seconds East, 564.75 feet to a point; thence South 0 degrees 18 minutes 39 seconds East parallel to and 30 feet West (measured at right angles) to the East line of the West ½ of said ¼ Section, 1,418.73 feet to a point in the South line of the North 15 acres of said ¼ Section; thence South 89 degrees 35 minutes 33 seconds West along said South line of the North 15 acres of said ¼ Section, 1,228.51 feet to the point of beginning, excepting therefrom that portion conveyed by instrument recorded as Document No. 09011338 and Document No. 9210176.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 1:

That part of the West 1/5 of the South 10 acres of Government Lot 4 of the West 1/2 of the Southeast 1/4 of Section 29, in Township 8 North, Range 22

3 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows, to-wit:

PARCEL 2:

That part of the West 1/5 of the South 10 acres of Government Lot 4 in the West ½ of the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at a point in the West line of said ¼ Section, which is 180.0 feet North of the Southwest corner of said ¼ Section, running thence along the West line of said ¼ Section, 150.0 feet to a point; thence East 263.42 feet to a point on the East line of said West 1/5, which is 330.0 feet North of the South line of said ¼ Section; thence South along the East line of said West 1/5, 330.0 feet to a point in the South line of said ¼ Section; thence West along the South line of said ¼ Section, 80.0 feet to a point, which is 183.28 feet East of the Southwest corner of said ¼ Section; thence North and parallel to the East line of said West 1/5, 180.0 feet to a point; thence West and parallel to the South line of said ¼ Section, 183.36 feet to the place of commencement, excepting that portion conveyed in Document No. 9210176.

PARCEL 3:

Lands in the Southeast 1/4 of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows:

4 EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 4:

Parcel 2 of Certified Survey Map No. 2777, being a part of the East 1/5 of the West 2/5 of the South 10 acres of Government Lot 4 in the Southeast ¼ of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, recorded March 22, 1976, in Reel 915, Images 719 to 721 inclusive, as Document No. 4987524.

PARCEL 5:

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 6:

Lots 1, 2, 3, and 4 in Block 1, including the vacated alley in said Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

And also:

All except the West 104 feet of the East 2 acres of the West 4 acres of the South 10 acres of the West ½ of the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin. Excepting therefrom the Southerly 60 feet.

Also including portions of North Mohawk Avenue lying in the Southeast ¼ of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, said parcel being more fully described as follows:

Commencing at the Southwest corner of said Southeast ¼; thence North 89 degrees 40 minutes 14 seconds East along the South line of said Southeast ¼, 646.48 feet to a point; thence North 00 degrees 19 minutes 46 seconds West, 60.00 feet to a point on the Northerly line of West Silver Spring Drive and the point of beginning of the herein described parcel; thence continue North 00 degrees 19 minutes 46 seconds West along the Westerly line of North Mohawk Avenue, 163.12 feet to a point “A” thence South 23 degrees 18 minutes 58 seconds East, 19.06 feet to a point of curve to the right, having a

5 radius of 59.00 feet, thence Southeasterly along said curve to the right, having a chord 23.45 feet in length bearing South 11 degrees 51 minutes 17 seconds East, an arc length of 23.60 feet to a point of tangency; thence South 00 degrees 23 minutes 37 seconds East, 122.60 feet to a point on the aforesaid Northerly line of West Silver Spring Drive; thence South 89 degrees 40 minutes 14 seconds West along said Northerly line, 12.27 feet to the point of beginning of the herein described parcel. All described in Resolution Document No. 9424565.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 7:

PARCEL 8:

Lots 5 and 6 and that portion of the vacated alley adjoining said Lots on the West in Block 1, in Monroe Subdivision, being a Subdivision of a part of the Southeast ¼ of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

PARCEL 9:

PARCEL 10:

A portion of the East 4 acres of the South 10 acres of Government Lot 4, in the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, more particularly bounded and described as follows: Commencing at a point in the South line of said ¼ Section, 903.49 feet East of the Southwest corner of said ¼ Section; thence North 0 degrees 19 minutes 24 seconds West parallel to the East line of the West ½ of said ¼ Section, 60.00 feet to the North line of West Silver Spring

6 Drive also being the point of beginning; thence South 89 degrees 40 minutes 14 seconds West along the North line of West Silver Spring Drive, 113.67 feet to the East line of the Monroe Subdivision; thence North 0 degrees 24 minutes 16 seconds West along said East line, 271.83 feet to a point in the North line of the South 10 acres of said Government Lot 4; thence North 89 degrees 37 minutes 18 seconds East, 114.06 feet to a point; thence South 0 degrees 19 minutes 24 seconds East, 271.93 feet to the point of beginning.

PARCEL 11:

PARCEL 12:

A parcel of land lying in the Southeast ¼ of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, described as follows: A portion of Parcel 2 of Certified Survey Map No. 3329, in the Southeast ¼ of Section 29, in Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, being more fully described as follows: Begin at the Northeast corner of said Parcel 2 of Certified Survey Map No. 3329; thence South 00 degrees 18 minutes 39 seconds East along the East line of said Parcel 2, 76.87 feet to a point; thence North 45 degrees 17 minutes 07 seconds West 11.32 feet to a point; thence South 89 degrees 44 minutes 25 seconds West 371.02 feet to a point; thence North 00 degrees 18 minutes 44 seconds West, 12.21 feet to a point thence South 89 degrees 40 minutes 35 seconds West, 199.92 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 379.00 feet to a point; thence South 89 degrees 41 minutes 15 seconds West 7.75 feet to a point; thence South 00 degrees 18 minutes 45 seconds East, 58.97 feet to a point; thence North 89 degrees 40 minutes 44 seconds East, 204.24 feet to a point; thence South 00 degrees 19 minutes 24 seconds East, 3.79 feet to a point on the South line of aforesaid Parcel 2; thence South 89 degrees 37 minutes 18 seconds West along said South line, 377.78 feet to the Southwest corner of aforesaid Parcel 2; thence North 00 degrees 38 minutes 10 seconds West along the West line of Parcel 2, 497.25 feet to the Northwest corner of aforesaid Parcel 2; thence North 89 degrees 35 minutes 33 seconds East along the North line of aforesaid Parcel 2, 763.04 feet to the point of beginning of the herein described parcel.

EXCEPTING THEREFROM that part conveyed to the City of Glendale for roadway purposes.

7 RESIDENTIAL DEVELOPMENT PARCEL:

That part of Government Lot 3 in the Southeast 1/4 of Section 29, Township 8 North, Range 22 East, in the City of Glendale, Milwaukee County, Wisconsin, bounded and described as follows:

Commencing at the Southwest corner of the Southeast 1/4 of Section 29; thence North 89°40'14” East along the South line of the Southeast 1/4 a distance of 1286.15 feet to, a point marking the Southerly extension of the West line of North Lydell Avenue; thence North 00°18'39” West along said West line 1131.80 feet to the point of beginning of the lands to be described; thence North 84°34 '30” West 86.22 feet to a point; thence North 05°25'30” East 191.00 feet to a point; thence North 84°34'35” West 16.00 feet to a point; thence North 05°25'30” East 90.00 feet to a point; thence North 84°34'30” West 44.67 feet to a point; thence North 05°25'30” East 520.71 feet to a point; thence North 84°34' 30” West 24.01 feet to a point; thence North 05°39'02” East 159.29 feet to a point; thence North 00°23'49” West 143.30 feet to a point; thence North 89°26'33” East 73.59 feet to a point: on the West line of North Lydell Avenue; thence South 00°18'39” East along said West line 1116.82 feet to the point of beginning.

Tax Key Nos: 1668991013 and 1668991008

(4) Notwithstanding the provisions of Wis. Stats. §125.51(4)(am) to (d), and §125.185(5), two (2) “Class B” licenses may be issued by the Common Council in connection with an economic development project within the Premier Economic Development District, in addition to the number of licenses determined for the City’s quota under Wis. Stats. §125.51(4)(b) to (d), and in addition to any license under Wis. Stats. §125.51(4)(v) or (w).

(5) The fee for initial issuance of a “Class B” license made available within the Premier Economic Development District pursuant to Wis. Stats. §125.51(4)(u)3, shall be as described in the Schedule of License Fees.

(b) PART II

(1) The Schedule of License Fees of the City of Glendale shall be amended to include the following fee:

a. Initial issuance of “Class B” liquor license within Premier Economic Development District: $30,000.00

(1) The area included in the Premier Economic Development District created by this ordinance is also subject to a Development Agreement by and among the City of Glendale Community Development Authority, the City of Glendale and Bayshore Shopping Center Property Owner LLC. Nothing in this ordinance shall be

8 construed as modifying the prohibited uses and signage standards of the subject property as outlined in the Development Agreement.”

SECTION II

If any subsection, section or portions of this article or the sections of this ordinance as enacted hereunder is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portions shall be deemed a separate, distinct and independent provision and such holdings shall not affect the validity of the remaining portions hereof.

SECTION III

All ordinances or parts of ordinances contravening the terms and provisions of this ordinance are hereby to that extent repealed. SECTION IV

This Ordinance shall take effect upon passage and publication as provided by law, and the City Clerk shall so amend the Code of Ordinances of the City of Glendale, and shall indicate the date and number of this amending ordinance therein. PASSED AND ADOPTED by the Common Council of the City of Glendale, this 24th day of June, 2019.

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

9 6E—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Ordinance Amending Glendale Municipal Code Section 3(f)(3), Pertaining to Deposits, and Repealing Title 15, Chapter 1, Section 43.

FROM: Miranda Etzel, City Clerk

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: 6.2.3(f)(3); Budgeted Revenue: N/A 15.1.43

BACKGROUND/ANALYSIS: At the May 13, 2019 Common Council meeting, the Director of Public Works, Charlie Imig, proposed raising the Application & Permit for Excavation and/or Performance of Work within Public Right-of-Way (ROW) fees.

On June 10, 2019, the Common Council approved Ordinance 1639, which put the updated fees into play. The Street Deposit fees, and fee for boring monitoring wells are under Municipal Code 15.1.43, whereas they should be under 6.2.3(f)(3). This Ordinance will correct 6.2.3(f)(3), and repeal conflicting information under 15.1.43.

RECOMMENDATION: Staff recommends approving this Ordinance to correct 6.2.3(f)(3), and to repeal contradictory language in 15.1.43.

ACTION REQUESTED: Motion to approve Ordinance Amending Glendale Municipal Code Sections 6.2.3(f)(3), Pertaining to Deposits, and Repealing Glendale Municipal Code 15.1.43.

ATTACHMENTS: 1. Ordinance Amending Glendale Municipal Code Section Title 6, Chapter 2, Section 3(f)(3), Pertaining to Deposits, and Repealing Glendale Municipal Code Title 15, Chapter 1, Section 43. ORDINANCE NO. 16

An Ordinance Amending Title 6, Chapter 2, Section 3(f)(3), Pertaining to Deposits, and Repealing Title 15, Chapter 1, Section 43

The Mayor and the Common Council of the City of Glendale, Milwaukee County, Wisconsin, do herewith ordain as follows, to-wit: SECTION I

1. That Section 6.23(f)(3) of the Code of Ordinances pertaining to Deposits, is hereby amended and recreated to provide as follows: “(3) Deposits. Prior to the issuance of a permit involving sewer or water excavations, the following deposits shall be made with the Inspection Department which shall turnover said funds to the City Treasurer. Not less than one-hundred eighty (180) days after the proper completion of the work for which said deposit was made, said deposit shall be returned upon order of the City Engineer by the City Clerk, unless, in the opinion of the Common Council, it shall be necessary to correct, complete or supplement said work, in which event said deposit or any work thereof may be retained to pay costs for completion of said work, without prejudice to any right a remedy which the City of Glendale may have against any person or persons doing such work.

In addition to the fee required herein, a deposit against damage, refundable in whole, or in part, upon completion, shall be required along with payment of the application fee:

Street Deposit: Excavation on asphalt street $1,000.00 Street Deposit: Excavation on concrete street $3,000.00 Boring Monitoring Wells $1,000.00”

NOTE: Street deposits may be increased at the discretion of the City Engineer.”

2. That Section 15.1.43 of the Code of Ordinances pertaining to Deposits is hereby repealed, and Sections 15.1.44 through 15.1.57 are renumbered to 15.1.43 through 15.1.56, respectively. Sections 15.1.58 through 15.1.69 will be renumbered to 15.1.57 through 15.1.69, reserved for future use

SECTION II

SECTION III

All ordinances or parts of ordinances contravening the terms and provisions of this ordinance are hereby to that extent repealed.

SECTION IV

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

6F—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Ordinance Amending Schedule J of Title 10, Chapter 1, Section 26 of the Glendale Code Pertaining to Parking Prohibited on the north side of West Civic Drive from North Green Bay Avenue to a point 240 feet easterly thereof.

FROM: Charlie Imig, Director of Public works

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: Public Works Signs Wisconsin Statues: §349.13 Budgeted Expenditure: $665.97 Municipal Code: 10.1.26(97) Budgeted Revenue:

BACKGROUND/ANALYSIS: City staff received a request from a business on West Civic Drive for additional no parking signs on the north side of said road for safety reasons. It was reported that cars trying to exit the parking lot, on the north side of West Civic Drive, cannot see the westbound traffic. To safely exit, the caller said the cars need to enter most of the west bound lane to clear traffic. Additionally City staff has had issues trying to drive westbound on West Civic Drive toward North Green Bay Avenue in larger vehicles. With cars parked on the north side of West Civic Drive, it is extremely difficult and unsafe to navigate past them and the median. Staff review has determined that additional no parking signs, further east along the north side of W Civic Drive to a point 575 feet easterly thereof, would be appropriate to alleviate the safety issues. The cost for the DPW to purchase 5 additional signs, posts and installation is $665.97.

Signage is in conformance with Wis. Stat. §349.13 and Glendale Municipal Code 10.1.26. Sign locations would need to be updated in Schedule J of Glendale Ordinance 10.1.26(97).

RECOMMENDATION: Recommend approval to install additional no parking signs on the north side of West Civic Drive from North Green Bay Avenue to a point 575 feet easterly thereof.

ACTION REQUESTED: Motion to approve Ordinance Amending Schedule J of Title 10, Chapter 1, Section 26 of the Glendale Code Pertaining to Parking Prohibited on the north side of West Civic Drive from North Green Bay Avenue to a point 575 feet easterly thereof, at a cost of $665.97.

ATTACHMENTS: 1. Ordinance Amending Schedule J of Glendale Ordinance 10.1.26(97). ORDINANCE NO. 16

An Ordinance Amending Schedule J of Title 10, Chapter 1, Section 26 of the Glendale Code Pertaining to Parking Prohibited on the North Side of West Civic Drive from North Green Bay Avenue to a point 240 feet easterly thereof

The Mayor and the Common Council of the City of Glendale, Milwaukee County, Wisconsin, do herewith ordain as follows, to-wit:

SECTION I

That Schedule J of Title 10, Chapter 1, Section 26 of the Code of Ordinances is hereby amended and recreated to provide as follows: “SCHEDULE J PARKING PROHIBITED (A PART OF SECTION 10.1.26)

No person shall stop or leave standing any vehicle, except an emergency vehicle or taxicab temporarily stopped for the loading or unloading of passengers, whether such vehicle is attended or unattended, and whether temporarily or otherwise, except on the first day of January of each year, in a portion of the following named highways, streets and public thoroughfares, to-wit: …

111. On the north side of West Civic Drive from North Green Bay Avenue to a point 240 feet easterly thereof.”

SECTION II

SECTION III

All ordinances or parts of ordinances contravening the terms and provisions of this ordinance are hereby to that extent repealed. SECTION IV

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

6G—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Ordinance Amending Title 2, Chapter 1, Section 2, of the Glendale Code, Pertaining to the Official Newspaper of the City of Glendale.

FROM: Miranda Etzel, City Clerk

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: 2.1.2 Budgeted Revenue: N/A

BACKGROUND/ANALYSIS: Section 2.1.2 erroneously states that the official newspaper of the City of Glendale is the Glendale Herald. The Glendale Herald was the official paper of Glendale from 1950 until approximately 2009, when it became the Glendale Now. In approximately 2016, the Glendale Now became the North Shore Now.

RECOMMENDATION: Staff recommends approving this Ordinance Amending 2.1.2, of the Glendale Code, Pertaining to the Official Newspaper of the City of Glendale.

ACTION REQUESTED: Motion to approve Ordinance Amending 2.1.2, of the Glendale Code, Pertaining to the Official Newspaper of the City of Glendale.

ATTACHMENTS: 1. Ordinance Amending Title 2, Chapter 1, Section 2, of the Glendale Code, Pertaining to the Official Newspaper of the City of Glendale. ORDINANCE NO. 16

An Ordinance Amending Title 2, Chapter 1, Section 2, of the Glendale Code Pertaining to the Official Newspaper of the City of Glendale

The Mayor and the Common Council of the City of Glendale, Milwaukee County,

Wisconsin, do herewith ordain as follows, to-wit:

SECTION I

That Section 2.1.2 of the Code of Ordinances pertaining to the Official Paper of the City of

Glendale, is hereby amended and recreated to provide as follows:

“2.1.2 OFFICIAL NEWSPAPER.

The official newspaper of the City of Glendale shall be the Glendale Herald North Shore Now.

State Law Reference: Wis. Stats. §985.06.”

SECTION II

If any subsection, section or portions of this article or the sections of this ordinance as

enacted hereunder is for any reason held invalid or unconstitutional by any court of competent

jurisdiction, such portions shall be deemed a separate, distinct and independent provision and such

holdings shall not affect the validity of the remaining portions hereof.

SECTION III

All ordinances or parts of ordinances contravening the terms and provisions of this

ordinance are hereby to that extent repealed.

SECTION IV

This Ordinance shall take effect upon passage and publication as provided by law, and the

City Clerk shall so amend the Code of Ordinances of the City of Glendale, and shall indicate the

date and number of this amending ordinance therein. PASSED AND ADOPTED by the Common Council of the City of Glendale, this 24th day of June, 2019.

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk

2 6H—06/24/2019

5909 North Milwaukee River Parkway Glendale, WI 53209

SUBJECT: Ordinance Amending Title 6, Chapter 4, Section 1; Amending Title 6, Chapter 4, Section 2; Amending Title 6, Chapter 4, Section 3; Amending Title 6, Chapter 4, Section 4; Amending Title 6, Chapter 4, Section 5; Amending Title 6, Chapter 4, Section 6; Repealing Title 6, Chapter 4, Section 11; and Amending Title 6, Chapter 4, Section 12 of the Glendale Code Pertaining to Trees and Shrubs.

FROM: Charlie Imig, Director of Public Works

MEETING DATE: June 24, 2019

FISCAL SUMMARY: STATUTORY REFERENCE: Budget Summary: N/A Wisconsin Statues: N/A Budgeted Expenditure: N/A Municipal Code: 6.4.1, 6.4.2, 6.4.3, Budgeted Revenue: N/A 6.4.4, 6.4.5, 6.4.6, 6.4.11, 6.4.12 BACKGROUND/ANALYSIS: Many parts of Chapter 6.4 pertaining to trees and shrubs have not been updated. Currently, the code does not allow for the City to intervene with diseased trees on private property. In 2019, the City has removed about 100 ash trees since the first of the year. This disease also affects private property.

RECOMMENDATION: In order to ensure public safety, it has been become necessary for the City to be able to take action and require property owners with diseased and dying trees to remove the trees from their property. The proposed changes also designate the Director of Public Works, as the City Forester.

Staff recommends approving this Ordinance as presented.

ACTION REQUESTED: Motion to approve Ordinance Amending Section 6.4.1; Amending Section 6.4.2; Amending Section 6.4.3; Amending Section 6.4.4; Amending Section 6.4.5; Amending Section 6.4.6; Repealing Section 6.4.11; and Amending Section 6.4.12 of the Glendale Code, Pertaining to Trees and Shrubs as presented.

ATTACHMENTS: 1. Ordinance Amending Title 6, Chapter 4, Section 1; Amending Title 6, Chapter 4, Section 2; Amending Title 6, Chapter 4, Section 3; Amending Title 6, Chapter 4, Section 4; Amending Title 6, Chapter 4, Section 5; Amending Title 6, Chapter 4, Section 6; Repealing Title 6, Chapter 4, Section 11; and Amending Title 6, Chapter 4, Section 12 of the Glendale Code Pertaining to Trees and Shrubs. ORDINANCE NO. 16

An Ordinance Amending Title 6, Chapter 4, Section 1; Amending Title 6, Chapter 4, Section 2; Amending Title 6, Chapter 4, Section 3; Amending Title 6, Chapter 4, Section 4; Amending Title 6, Chapter 4, Section 5; Amending Title 6, Chapter 4, Section 6; Repealing Title 6, Chapter 4, Section 11; and Amending Title 6, Chapter 4, Section 12 of the Glendale Code Pertaining to Trees and Shrubs

The Mayor and the Common Council of the City of Glendale, Milwaukee County, Wisconsin, do herewith ordain as follows, to-wit:

SECTION I

1. That Section 6.4.1 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.1 STATEMENT OF POLICY AND APPLICABILITY OF CHAPTER.

(a) Intent and Purpose. It is the policy of the City to regulate and establish policy for the control of planting, removal, maintenance and protection of trees and shrubs in or upon all public areas and terrace areas of the City to eliminate and guard against dangerous conditions which may result in injury to persons using the streets, alleys, sidewalks orother any public or private areas; to promote and enhance the beauty and general welfare of the City; to prohibit the undesirable and unsafe planting, removal, treatment and maintenance of trees and shrubs located in public arethe City; and to guard all trees and shrubs both public and private within the City against the spread of disease, insects or pests. (b) Application. The provisions of this Chapter shall apply to trees and shrubs growing or hereafter planted in or upon public or private areas and terrace areas and also to all trees and shrubs growing or to be planted in or upon any private premises which shall threaten the life, health, safety or welfare of the public or of any public areas persons or property.”

2. That Section 6.4.2 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.2 DEFINITIONS.

Whenever the following words or terms are used in this Chapter, they shall be construed to have the following meanings: (a) Person. “Person” shall mean person, firm, association or corporation. (b) Public Areas. “Public Areas” includes all public parks and other lands owned, controlled or leased by the City except the terrace areas.

(c) Public Trees and Shrubs. “Public Trees and Shrubs” means all trees and shrubs located or to be planted in or upon public areas. (db) Public Nuisance. “Public Nuisance” means any tree or shrub or part thereof which, by reason of its condition, interferes with the use of any public area; infected with a plant disease; infested with injurious insects or pests; injurious to public improvements property or which endangers the life, health, safety or welfare of persons or property. e) Boulevard or Terrace Areas. “Boulevard or Terrace Areas” means the land between the location of the edge of the street and the property line. (fc) Major Alteration. Trimming a tree beyond necessary trimming to comply with this Chapter. (gd) Shrubs. “Shrubs” shall mean any woody vegetation or a woody plant having multiple stems and bearing foliage from the ground up. (he) Tree. “Tree” shall mean any woody plant, normally having one stem or trunk capable of bearing its foliage or crown well above ground level to heights of sixteen feet or more or any trunk, stump or portion thereof. (if) Evergreen Tree. “Evergreen Tree” shall mean any woody plant normally having one stem or trunk and bearing foliage in the form of needles and crowns which extend from ground level throughout its entire height. (jg) Forester. Person designated by the Common Council as authorized to carry out provisions of this Chapter or Chapter 27 of the Wisconsin Statutes.”

3. That Section 6.4.3 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.3 AUTHORITY OF CITY FORESTER TO ENTER PRIVATE PREMISES.

(a) The Common Council may designates a municipal employee or citizen to perform the duties of as the City Forester under Chapter 27, Wis. Stats., and who may authorize such designee Forester to perform the duties and exercise the powers imposed ongranted by the Common Councilby this Chapter herein. The City Forester shall annually be appointed by the Mayor, subject to Council confirmation, at the Council's organizational meetings. (b) The City Forester, or his or her authorized representative, may enter upon private premises at all reasonable times for the purpose of examining any tree or shrub located upon or over such premises and carrying out any of the provisions of this Chapter. If consent to entry to personal or real properties which are not public buildings or to portions of public buildings which are not open to the public for inspection purposes has been denied, the City Forester shall obtain a special inspection warrant under Wis. Stats. §66.122 and §66.123.”

4. That Section 6.4.4 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.4 INTERFERENCE WITH THE CITY FORESTER PROHIBITED.

No person shall interfere with the City Forester or his or her authorized representative while they are engaged in carrying out any work or activities authorized by this Chapter.” 5. That Section 6.4.5 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.5 ABATEMENT OF TREE DISEASE NUISANCES.

(a) Dutch Elm and OtherTree Diseases a Public Nuisance. Whereas the Common Council has determined that there are many trees growing on public and private premises within the City, the loss of which would substantially depreciate the value of public and private property, impair the use and enjoyment of public and private premises and erode the tax base of the City, and that the health and life of such trees is threatened by fatal diseasessuch as Dutch Elm disease, which is spread by the elm bark beetles Scolytus multistriatus (Eichb.) or Hylurgopinus rufipes (Marsh.), the Common Council hereby declares its intention to control and prevent the spread of such disease and the insect pests and vectors which carry such diseases and specifically declares tree Dutch Elm diseases and the elm bark beetles which carry such diseaseto be a public nuisance. (b) Definitions. As used in this Section, unless otherwise clearly indicated by the context: (1) “Public Nuisance” means: a. Dutch Elm disease. b. Elm bark beetles Scolytus multistriatius (Eichb.) or Hylurgopinus rufipe (Marsh.) a. Any living or standing elm tree or part thereof infected with a fatal tree the Dutch Elmdisease or fungus, or in a weakened condition which harbors any of the elm bark beetles, Scolytus multistriatis (Eichb.) or Hylurgopinus rufipes (Marshwhich could result in falling or collapsing in whole or in part or spread of such disease or infection. db. Any dead elm tree or part thereof, including logs, branches, stumps, firewood or other elm material from which the bark has not been removed and burned or sprayed with an effective elm bark beetle destroying concentrate agent. ec. Any other deleterious or fatal tree disease. fd. Any tree or part thereof which by reason of its condition and location is hazardous or dangerous to persons and propertyusing or upon any public street, sidewalk, alley, park or other public place, including the terrace strip between curb and lot line whether present on public or private property and whether such tree threatens harm on public or private property. g. Any tree or part thereof which is infested by the eastern tent caterpillar or other defoliating larva

(2) “Public property” means owned or controlled by the City, including without limitation because of enumeration, public sites, parks, playgrounds, streets, alleys, sidewalks, boulevards, and the terrace strip between the lot line and the curb or improved portion of any public (32) “Person” means person, firm or corporation. (c) Inspection. (1) The City Forester, or his or her designee, pursuant to Wis. Stats. §27.09, shall have the right to inspect trees, vines, hedges, plants, logs and branches within the City of Glendale to determine whether the same be healthy or diseased. The City Forester shall have the right to enter upon any private property, at reasonable times, to make such examinations. (2) Whenever necessary to determine the existence of Dutch Elm disease or elm bark beetles infestation in any tree, the person inspecting such tree shall remove or cut specimens from the tree in such manner as to avoid fatal injury thereto and deliver such specimens to the Forester who shall forward them to the Wisconsin Department of Agriculture at Madison for analysis to determine the presence of such nuisancdisease or infestation. (3) The Forester and his/her agents or employees shall have authority to enter upon private premises at reasonable times for the purpose of carrying out any of the provisions of this Section. (d) Abatement of Nuisances; Duty of Forester or Designee. (1) The Forester shall order, direct, supervise and control the abatement of public nuisances as defined in this Section by spraying, removal, burning or by other means which he determinesd to be necessary to prevent as fully as possible the spread of Dutch Elm disease fungus, other deleterious tree diseases or the insect pests or vectors known to carry such diseases. (2) Whenever the Forester after inspection or examination shall determine that a public nuisance as herein defined exists on public property in the City, the City Forester shall immediately abate or cause the abatement of such nuisance in such manner as to destroy or prevent as fully as possible the Elm such disease, other deleterious tree diseases, infestation, or the insect pests or vectors known to carry such disease fungus, and to prevent amid eliminate any imminent risk of harm to persons or property. (3) When the Forester shall determine with reasonable certainty that a nuisance exists upon private premises, he shall immediately serve or cause to be served personally or by registered mail upon the owner of such property, if he can be found, or upon the occupant thereof, a written notice of the existence of such nuisance and of a time and place for a hearing, not less than fourteen (14) within thirty (30) days after service of such notice, on the abatement action to be taken or a contract entered into for abatement within one-hundred and twenty (120) days unless any earlier time is required by such notice. Such notice shall describe the nuisance and recommend procedures for its abatement, and shall further state that unless the owner shall abate the nuisance in the manner specified in the notice, or shall appear at the hearing to show that such nuisance does not exist or does not endanger the health of trees in the City, the Forester shall cause the abatement thereof at the expense of the property served. If the owner

cannot be found, such notice shall be given by publication in a newspaper of general circulation in the City. b. If, after hearing held pursuant to this Subsection, it shall be determined by the Common Council that a public nuisance exists, it shall forthwith order the immediate abatement thereof. Unless the property owner abates the nuisance as directed within five (5) days after such hearing, the Forester shall proceed to abate the nuisance and cause the cost thereof to be assessed against the property in accordance with the procedures provided in this Section. The Forester may extend the time allowed the property owner for abatement work but not to exceed ten (10) additional days. (e) Spraying. (1) Whenever the Forester shall determine that any tree or .part thereof is infected with a deleterious or fatal tree disease or is in a weakened condition or harbors elm bark beetles, he may cause all trees within a one- thousand (1,000) foot radius thereto to be sprayed with an effective disease destroying concentrate or other insecticide. (2) In order to facilitate the work and minimize the inconvenience to the public of any spraying operations conducted under this Section, the Forester shall cause to be given advance public notice of such operations by newspaper, radio, television, public service announcements or other effective means and shall also cause the posting of appropriate warning notices in the areas and along the streets where trees are to be sprayed at least twenty-four (24) hours in advance of spraying. When any residue or concentrate from municipal spraying operations can be expected to be deposited on any public street, the Forester shall also notify the Chief of Police, who shall take all necessary steps to make and enforce temporary parking and traffic regulations on such streets as conditions require. Temporary “no parking” notices shall be posted in each block of any affected street at least twenty-four (24) hours in advance of spraying operations. (3) When appropriate warning notices and temporary “no parking” notices have been given and posted in accordance with Subsection (b) of this Section, the City shall not allow any claim for damages to any vehicle caused by such spraying operations. (4) When trees on private property are to be sprayed, the Forester shall notify the owner of such property and proceed in accordance with the requirements of Subsection (d)(3).”

6. That Section 6.4.6 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.6 ASSESSMENT OF COSTS OF ABATEMENT.

(a) The entire cost of abating any public nuisance or spraying trees as defined herein shall be charged to and assessed against the parcel or lot abutting on the street, alley, terrace, boulevard or parkway upon or in which such tree is located or the parcel or lot upon which such tree stands in accordance with Wis. Stats. §66.60(16) or Wis. Stats. §27.09.

The cost of abating any such nuisance or part thereof which is located in or upon any park shall be borne by the City. (b) The cost of abating a public nuisance or spraying elm relating to trees or shrubs or elm wood located on private premises when done at the direction and under the supervision of the Forester shall be assessed to the property on which such nuisance, tree or wood is located as follows: (1) The Forester shall keep a strict account of the cost of such work or spraying and the amount chargeable to each lot or parcel and shall report such work, charges, description of lands to which charged and names and addresses of the owners of such lands to the Common Council on or before October 15 of each year. (2) Upon receiving the Forester's report, the Council shall hold a public hearing on such proposed charges, giving at least fourteen (14) days' advance notice of the time, place and purpose of such hearing to interested persons by publication in a newspaper of general circulation in the municipality and by mail to the owner of each property proposed to be charged. Each property owner shall be notified of the amount proposed to be assessed against his premises and the work for which such charge is being made. (3) After such hearing, the Common Council shall affirm, modify and affirm or disapprove such assessments by resolution and shall cause a copy thereof to be published. Upon adoption and publication of such resolution, assessments made thereby shall be deemed final. (2) The City Clerk shall mail notice of the amount of such final assessment to each owner of property assessed at his last-known address, stating that, unless paid within thirty (30) days of the date of the notice, such assessment will be entered on the tax roll as a tax against the property, and all proceedings in relation to the collection, return and sale of property for delinquent real estate taxes shall apply to such assessment. (3) The city hereby declares that, in making assessments under this Section, it is acting under its police power, and no damages shall be awarded to any owner for the destruction of any diseased or infested tree or wood or part thereof.”

7. That Section 6.4.11 of the Code of Ordinances is hereby repealed, and Sections 6.4.12, 6.4.13, and 6.4.14 are renumbered as 6.4.11, 6.4.12, and 6.4.13, respectively.

8. That Section 6.4.12 of the Code of Ordinances is hereby amended and recreated to provide as follows: “6.4.1211 PROHIBITED ACTS. …

(e) Private Removal. No person, firm, organization or corporation shall plant, injure, trim, remove or destroy any tree or shrub located in or upon any public place, until a permit shall have been issued by the City Forester. Such permit shall be issued only when the

removal, trimming or cutting of the tree or shrub is necessary, as determined by the City Forester, because of disease, damage, hazardous condition, and/or location, or its location is such that substantial detriment is done to the property upon which the tree or shrub stands, or property abutting the same. Such permit shall expressly state the premises upon which the tree stands and the location of the tree thereon.”

SECTION II

SECTION III

All ordinances or parts of ordinances contravening the terms and provisions of this ordinance are hereby to that extent repealed.

SECTION IV

Bryan Kennedy, Mayor Countersigned:

Miranda Etzel, City Clerk